bak20130204_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

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


For the month of February, 2013

(Commission File No. 1-14862 )

 

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


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



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

Form 20-F ___X___       Form 40-F ______

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

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

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

Yes ______       No ___X___

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


 

 

                                                   

 

 

 

 

Braskem S.A.

Financial Statements

at December 31, 2012 and 2011

and Independent Auditors' Report

 

 

 

 

 


 

Independent Auditors’ Report

on the individual and consolidated Financial Statements

 

 

To the Board of Directors and Shareholders

Braskem S.A.

 

 

 

We have audited the accompanying financial statements of Braskem S.A. ("Parent Company"), which comprise the balance sheet as at December 31, 2012 and the statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

 

We have also audited the accompanying consolidated financial statements of Braskem S.A. and its subsidiaries ("Consolidated"), which comprise the consolidated balance sheet as at December 31, 2012 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information.

 

Management’s responsibility
for the financial statements

 

Management is responsible for the preparation and fair presentation of the parent company financial statements in accordance with accounting practices adopted in Brazil, and for the consolidated financial statements in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and accounting practices adopted in Brazil, and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Brazilian and International Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

 

In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

 

Opinion on the parent company
financial statements

 

In our opinion, the parent company financial statements referred to above present fairly, in all material respects, the financial position of Braskem S.A. as at December 31, 2012, and its financial performance and its cash flows for the year then ended, in accordance with accounting practices adopted in Brazil.

 

Opinion on the consolidated
financial statements

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Braskem S.A. and its subsidiaries as at December 31, 2012, and their financial performance and their cash flows for the year then ended, in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and accounting practices adopted in Brazil.

 

Emphasis of matter

 

As discussed in note 2 to these financial statements, the parent company financial statements have been prepared in accordance with accounting practices adopted in Brazil. In the case of Braskem S.A., these practices differ from IFRS applicable to separate financial statements, only in relation to the measurement of investments in subsidiaries, associates and jointly-controlled entities based on equity accounting, while IFRS requires measurement based on cost or fair value. Our opinion is not qualified in respect of this matter.

 

Other matters

 

Supplementary information - statements
of value added

 

We also have audited the parent company and consolidated statements of value added for the year ended December 31, 2012, which are the responsibility of the Company’s management. The presentation of these statements is required by the Brazilian corporate legislation for listed companies, but they are considered supplementary information for IFRS. These statements were subject to the same audit procedures described above and, in our opinion, are fairly presented, in all material respects, in relation to the financial statements taken as a whole.

 

Salvador, February 7, 2012

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5 “F” BA

 

 

 

Fábio Cajazeira Mendes

Contador CRC 1SP196825/O-0 “S” BA

 

                                                                                                                                                                                                                                                                                                                 

 


 

Braskem S.A.

 

Balance sheet at December 31

All amounts in thousands of reais                                                                                                                                                                                     

 

 

Braskem S.A.

               
                   
     

Parent Company

Consolidated

Assets

Note

2012

2011

2012

2011

             

Current assets

         
 

Cash and cash equivalents

7

1,627,928

2,224,335

3,287,622

2,986,819

 

Financial investments

8

155,535

168,979

172,146

170,297

 

Trade accounts receivable

9

1,834,491

1,097,482

2,326,480

1,843,756

 

Inventories

10

2,478,550

1,968,509

4,102,055

3,623,522

 

Taxes recoverable

12

1,005,842

606,258

1,476,211

1,036,253

 

Dividends and interest on capital

11

130,145

30,268

2,645

 

 

Prepaid expenses

 

14,153

60,109

54,013

104,496

 

Related parties

11

13,906

25,660

13,912

86,591

 

Insurance claims

14

160,981

 

160,981

 

 

Other receivables

15

761,450

136,513

818,434

328,583

     

 

 

 

 

     

8,182,981

6,318,113

12,414,499

10,180,317

             

Non-current assets held for sale

6

 

 

277,828

 

             
     

8,182,981

6,318,113

12,692,327

10,180,317

             

Non-current assets

         
 

Financial investments

8

34,088

34,720

34,489

34,752

 

Trade accounts receivable

9

35,710

49,858

37,742

51,056

 

Taxes recoverable

12

1,026,391

1,062,974

1,527,134

1,506,247

 

Deferred income tax and social contribution

22(b)

1,100,611

415,002

2,055,621

1,237,144

 

Judicial deposits

13

164,443

151,592

179,618

174,220

 

Related parties

11

988,589

1,624,513

127,627

58,169

 

Insurance claims

14

45,649

246,357

47,255

252,670

 

Other receivables

15

153,466

138,265

218,279

182,533

 

Investments in subsidiaries and jointly-controlled subsidiaries

16

9,571,515

8,091,220

86,842

 

 

Investment in associates

16

31,945

29,870

31,945

29,870

 

Other investments

 

6,575

6,575

6,948

10,844

 

Property, plant and equipment

17

11,794,385

11,665,942

21,176,785

20,662,721

 

Intangible assets

18

2,241,565

2,248,675

2,940,966

3,016,692

     

 

 

 

 

     

27,194,932

25,765,563

28,471,251

27,216,918

             

Total assets

 

35,377,913

32,083,676

41,163,578

37,397,235

 

 

 

                                                                   

The Management notes are an integral part of the financial statements.

 

1

 


 

Braskem S.A.

 

Balance sheet at December 31

All amounts in thousands of reais Continued

 

       

Parent Company

Consolidated

Liabilities and equity

Note

 

2012

2011

2012

2011

               

Current liabilities

           
 

Trade payables

   

6,446,898

5,052,757

8,897,597

6,847,340

 

Borrowings

19

 

1,887,811

961,519

1,836,028

1,391,779

 

Derivatives operations

20.2

 

293,378

82,912

293,378

83,392

 

Payroll and related charges

   

249,275

155,248

349,176

242,102

 

Taxes payable

21

 

245,173

215,924

342,789

329,987

 

Dividends and interest on capital

   

2,160

1,617

5,369

4,838

 

Advances from customers

26

 

257,079

13,935

237,504

19,119

 

Sundry provisions

23

 

11,930

18,759

52,264

23,629

 

Accounts payable to related parties

11

 

206,991

79,790

-

-

 

Other payables

27

 

176,653

47,514

532,752

119,402

       

 

 

 

 

       

9,777,348

6,629,975

12,546,857

9,061,588

               
       

Non-current liabilities held for sale

6

 

109,770

 

               
       

9,777,348

6,629,975

12,656,627

9,061,588

               

Non-current liabilities

           
 

Borrowings

19

 

10,534,287

11,276,196

15,675,610

13,753,033

 

Debentures

   

 

 

19,102

 

Derivatives operations

20.2

 

10,278

 

10,278

 

Taxes payable

21

 

1,059,225

1,500,584

1,164,753

1,613,179

 

Accounts payable to related parties

11

 

3,667,754

1,297,567

 

44,833

 

Long-term incentives

   

10,405

15,213

10,405

15,213

 

Deferred income tax and social contribution

22(b)

 

1,015,743

900,716

2,138,622

1,953,353

 

Post-employment benefits

25

 

 

134,506

18,890

149,575

 

Provision for losses on subsidiaries and jointly-controlled subsidiaries

   

119,375

90,990

 

 

 

Advances from customers

26

 

80,463

77,846

204,989

218,531

 

Sundry provisions

23

 

144,782

94,913

362,919

298,094

 

Other payables

27

 

343,652

241,412

266,963

280,546

       

 

 

 

 

       

16,975,686

15,640,221

19,843,151

18,355,737

               

Equity

29

 
 

Capital

(a)

 

8,043,222

8,043,222

8,043,222

8,043,222

 

Capital reserve

   

797,979

845,998

797,979

845,998

 

Revenue reserves

   

 

591,307

 

591,307

 

Other comprehensive income

   

349,227

315,586

349,227

315,586

 

Treasury shares

(b)

 

 

(11,325)

(48,892)

(60,217)

 

Profit (losses) accumulated

   

(565,549)

28,692

(565,549)

28,692

       

 

 

 

 

 

Total attributable to the Company's shareholders

   

8,624,879

9,813,480

8,575,987

9,764,588

               
 

Non-controlling interest

2.1.2

 

 

 

87,813

215,322

               
       

8,624,879

9,813,480

8,663,800

9,979,910

               

Total liabilities and equity

   

35,377,913

32,083,676

41,163,578

37,397,235

 

 

 

 

 

The Management notes are an integral part of the financial statements.

 

2

 


 

Braskem S.A.

 

Statement of operations

Years ended December 31

All amounts in thousands of reais, except earnings (loss) per share 

 

       

Parent Company

 

Consolidated

   

Note

 

2012

 

2011

 

2012

 

2012

                     

Net sales revenue

31

 

20,634,400

 

18,205,335

 

35,513,397

 

32,497,075

 

Cost of products sold

   

(18,217,333)

 

(15,512,386)

 

(32,209,958)

 

(28,819,369)

                     

Gross profit

   

2,417,067

 

2,692,949

 

3,303,439

 

3,677,706

                     

Income (expenses)

                 
 

Selling

   

(207,395)

 

(166,863)

 

(403,387)

 

(319,240)

 

Distribution

   

(381,677)

 

(325,079)

 

(564,950)

 

(480,532)

 

General and administrative

   

(695,828)

 

(694,396)

 

(998,261)

 

(934,779)

 

Research and development

   

(81,653)

 

(62,321)

 

(106,198)

 

(99,083)

 

Results from equity investments

16(c)

 

290,414

 

7,511

 

(25,807)

 

(1,665)

 

Results from business combinations

5

 

-

 

-

 

-

 

30,045

 

Other operating income (expenses), net

33

 

392,159

 

(19,906)

 

333,767

 

(3,612)

                     

Operating profit

   

1,733,087

 

1,431,895

 

1,538,603

 

1,868,840

                     

Financial results

34

               
 

Financial expenses

   

(3,404,722)

 

(2,846,480)

 

(3,902,499)

 

(3,551,717)

 

Financial income

   

364,389

 

526,062

 

530,182

 

765,025

                     
       

(3,040,333)

 

(2,320,418)

 

(3,372,317)

 

(2,786,692)

                     

Loss a before income tax and

                 

    social contribution

   

(1,307,246)

 

(888,523)

 

(1,833,714)

 

(917,852)

                     
 

Current income tax and social contribution

22(a)  

 

-

 

(1,712)

 

(17,269)

 

(5,492)

 

Deferred income tax and social contribution

22(a)  

 

576,103

 

393,785

 

810,645

 

379,234

       

576,103

 

392,073

 

793,376

 

373,742

                     

Loss a for the year of continued operations

   

(731,143)

 

(496,450)

 

(1,040,338)

 

(544,110)

                     

Discontinued operations results

6(c)

 

-

 

-

 

-

 

-

 

Discontinued operations results

   

-

 

-

 

451,262

 

70,911

 

Current income tax and social contribution

   

-  

 

-

 

(10,265)

 

(14,948)

 

Deferred income tax and social contribution

   

-  

 

-

 

(138,964)

 

-

       

-

 

-

 

302,033

 

55,963

                     

Loss for the year

   

(731,143)

 

(496,450)

 

(738,305)

 

(488,147)

                     

Attributable to:

                 
 

Company's shareholders

   

-

 

-

 

(731,143)

 

(731,143)

 

Non-controlling interest

2.1.2

         

(7,162)

 

(7,162)

   

-

               
   

-

         

(738,305)

 

(738,305)

                     
                     

Loss per share attributable to the shareholders of the Company

               

of continued operations at the end of the year (R$)

30

               
 

Basic loss per share - common

           

(1.2975) 

 

(0.6921)

 

Basic loss per share - preferred

           

(1.2975) 

 

(0.6921)

 

Diluted loss per share - common

           

(1.2970) 

 

(0.6919)

 

Diluted loss per share - preferred

           

(1.2970) 

 

(0.6919)

                     

 

 

 

 

 

The Management notes are an integral part of the financial statements.

 

3

 


 

Braskem S.A.

 

Statement of comprehensive income

Years ended December 31

All amounts in thousands of reais 

 

       

 

 

Parent Company

 

 

 

Consolidated

   

Note

 

Note

 

2012

 

2012

 

2011

                     

Loss for the year

   

(731,143)

 

(496,450)

 

(738,305)

 

(488,147)

                     

Other comprehensive income or loss:

                 
 

Cash flow derivatives

20.2.2

 

16,238

 

7,231

 

16,238

 

45,034

 

Cash flow derivatives - subsidiaries

       

37,803

       
 

Foreign currency translation adjustment

16(b)

 

60,850

 

54,631

 

77,968

 

56,809

 

Write-off foreign currency translation adjustment

   

812

 

-

 

812

 

-

 

Income tax and social contribution related to

                 
 

components of comprehensive income

20.2.2

 

(5,522)

 

(2,458)

 

(5,522)

 

(2,458)

       

 

 

 

 

 

 

 

Total other comprehensive income or loss

   

72,378

 

97,207

 

89,496

 

99,385

                     

Total comprehensive income or loss for the year

   

(658,765)

 

(399,243)

 

(648,809)

 

(388,762)

                     

Attributable to:

                 
 

Company's shareholders - continued operations

   

-

 

-

 

(960,798)

 

(455,206)

 

Company's shareholders - discontinued operations

   

-

 

-

 

302,033

 

55,963

 

Non-controlling interest

   

-

#

-

 

9,956

 

10,481

       

-

#

-

 

 

 

 

       

-

#

-

 

(648,809)

 

(388,762)

 

 

 

 

The Management notes are an integral part of the financial statements.

 

4

 


 

Braskem S.A.

 

Statement of changes in equity

All amounts in thousands of reais 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent Company

             

Revenue reserves

 

       

Retained

   
                     

Unrealized

 

Additional

 

Other

     

earnings

 

Total

         

Capital

 

Legal

 

Tax

 

profit

 

dividends

 

comprehensive

 

Treasury

 

(accumulated

 

shareholders'

 

Note

 

Capital

 

reserve

 

reserve

 

incentives

 

reserve

 

proposed

 

income

 

shares

 

deficit)

 

equity

                                           

At December 31, 2010

   

8,043,222

 

845,998

 

87,710

 

5,347

 

995,505

 

250,346

 

221,350

 

(10,379)

 

-

 

10,439,099

                                           

Comprehensive income for the year:

                                       

-  

Loss for the year

                                   

(496,450) 

 

(496,450)

Fair value of cash flow derivative, net of taxes

                           

42,576

         

42,576

Foreign currency translation adjustment

   

 

 

 

 

 

 

 

 

 

 

 

 

54,631

 

 

 

 

 

54,631

     

-

 

-

 

-

 

-

 

-

 

-

 

97,207

 

-

 

(496,450)

 

(399,243)

                                           

Equity valuation adjustments

                                         

Deemed cost of jointly-controlled subsidiary, net

                           

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

                                           

Contributions and distributions to shareholders:

                                         

Payment of additional dividends proposed

   

-  

 

-

 

-

 

-

 

-

 

(250,346)

 

-

 

-

 

-

 

(250,346)

Tax incentives

   

-

 

-

 

-

 

(800)

 

-

 

-

 

-

 

-

 

-

 

(800)

Gain (loss) on interest in subsidiary

   

-  

 

-

 

-

 

-

 

-

 

-

 

3,106

 

-

 

-

 

3,106

Expired dividends / other

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

531

 

531

Absorption of losses

   

-

 

-

 

-

 

-

 

(496,455)

 

-

 

-

 

-

 

496,455

 

-

Additional dividends proposed

   

-

 

-

 

-

 

-

 

(482,593)

 

482,593

 

-

 

-

 

-

 

-

Repurchase of treasury shares

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(946)

 

-

 

(946)

     

-

 

-

 

-

 

(800)

 

(979,048)

 

232,247

 

3,106

 

(946)

 

496,986

 

(248,455)

                                           

At December 31, 2011

   

8,043,222

 

845,998

 

87,710

 

4,547

 

16,457

 

482,593

 

315,586

 

(11,325)

 

28,692

 

9,813,480

                                           

Comprehensive income for the year:

                                       

-  

Loss for the year

                                   

(731,143)

 

(731,143)

Fair value of cash flow derivative, net of taxes

20.2.2

                         

10,716

         

10,716

Foreign currency translation adjustment

16(b)

                         

60,850

         

60,850

Write-off foreign currency translation adjustment

                           

812

         

812

     

-

 

-

 

-

 

-

 

-

 

-

 

72,378

 

-

 

(731,143)

 

(658,765)

                                           

Equity valuation adjustments

                                         

Realization of deemed cost of jointly-controlled subsidiary, net of taxes

                           

(952) 

     

952

 

-

Realization of additional property, plant and equipment price-level

                                         

restatement, net of taxes

   

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

-

     

-

 

-

 

-

 

-

 

-

 

-

 

(28,188)

 

-

 

28,188

 

-

                                           

Contributions and distributions to shareholders:

                                         

Additional dividends approved at Shareholders’ Meeting

29(d)

                     

(482,593)

             

(482,593)

Loss on interest in subsidiary

16(b)

                         

(5,917)

         

(5,917)

Write-off gain on interest in subsidiary by sale

6

                         

(4,632)

         

(4,632)

Recompra de ações

29(b)

                             

(36,694)

     

(36,694)

Repurchase of treasury shares

29(f)

     

(48,019)

                     

48,019

     

-

Cancellation of shares

29(h)

         

(87,710)

 

(4,547)

 

(16,457)

             

108,714

 

-

     

-

 

(48,019)

 

(87,710)

 

(4,547)

 

(16,457)

 

(482,593)

 

(10,549)

 

11,325

 

108,714

 

(529,836)

                                           

At December 31, 2012

   

8,043,222

 

797,979

 

-

 

-

 

-

 

-

 

349,227

 

-

 

(565,549)

 

8,624,879

                                           

 

 

The Management notes are an integral part of the financial statements.

 

5

 


 

Braskem S.A.

 

Statement of changes in equity

All amounts in thousands of reais 

 

 

 

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

     

Attributed to shareholders' interest

         
             

Revenue reserves

         

Retained

 

Total

       
                     

Unrealized

 

Additional

 

Other

     

earnings

 

Braskem

     

Total

         

Capital

 

Legal

 

Tax

 

profit

 

dividends

 

comprehensive

 

Treasury

 

(accumulated

 

shareholders'

 

Non-controlling

 

shareholders'

 

Note

 

Capital

 

reserve

 

reserve

 

incentives

 

reserve

 

proposed

 

income

 

shares

 

deficit)

 

interest

 

interest

 

equity

                                                   

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

   

-  

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(496,450)

 

(496,450)

 

8,303

 

(488,147)

Fair value of cash flow derivative, net of taxes

   

-  

 

-

 

-

 

-

 

-

 

-

 

42,576

 

-

 

-

 

42,576

 

-

 

42,576

Foreign currency translation adjustment

   

-

 

-

 

-

 

-

 

-

 

-

 

54,631

 

-

 

-

 

54,631

 

2,178

 

56,809

     

-

 

-

 

-

 

-

 

-

 

-

 

97,207

 

-

 

(496,450)

 

(399,243)

 

10,481

 

(388,762)

                                                   

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 from non-controlling interest

   

-  

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

86,634

 

86,634

Payment of additional dividends proposed

   

-  

 

-

 

-

 

-

 

-

 

(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

   

-  

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

103,503

 

103,503

Expired dividends / other

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

531

 

531

 

(269)

 

262

Absorption of losses

   

-

 

-

 

-

 

-

 

(496,455)

 

-

 

-

 

-

 

496,455

 

-

 

-

 

-

Additional dividends proposed

   

-

 

-

 

-

 

-

 

(482,593)

 

482,593

 

-

 

-

 

-

 

-

 

-

 

-

Repurchase of treasury shares

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(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)

 

28,692

 

9,764,588

 

215,322

 

9,979,910

                                                   

Comprehensive income for the year:

                                                 

Loss for the year

   

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(731,143)

 

(731,143)

 

(7,162)

 

(738,305)

Fair value of cash flow derivative, net of taxes

20.2.2

 

-

 

-

 

-

 

-

 

-

 

-

 

10,716

 

-

 

-

 

10,716

 

-

 

10,716

Foreign currency translation adjustment

16(b)

 

-

 

-

 

-

 

-

 

-

 

-

 

60,850

 

-

 

-

 

60,850

 

17,118

 

77,968

Write-off foreign currency translation adjustment

   

-

 

-

 

-

 

-

 

-

 

-

 

812

 

-

 

-

 

812

 

-

 

812

     

-

 

-

 

-

 

-

 

-

 

-

 

72,378

 

-

 

(731,143)

 

(658,765)

 

9,956

 

(648,809)

                                                   

Equity valuation adjustments

                                                 

Realization of deemed cost of jointly-controlled subsidiary, net of taxes

   

-

 

-

 

-

 

-

 

-

 

-

 

(952)

 

-

 

952

 

-

 

-

 

-

Realization of additional property, plant and equipment price-level

                                                 

restatement, net of taxes

   

-

 

-

 

-

 

-

 

-

 

-

 

(27,236)

 

-

 

27,236

 

-

 

-

 

-

     

-

 

-

 

-

 

-

 

-

 

-

 

(28,188)

 

-

 

28,188

 

-

 

-

 

-

                                                   

Contributions and distributions to shareholders:

                                                 

Additional dividends approved at Shareholders’ Meeting

29(d)

 

-

 

-

 

-

 

-

 

-

 

(482,593)

 

-

 

-

 

-

 

(482,593)

 

-

 

(482,593)

Capital loss from non-controlling interest

0

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(17,962)

 

(17,962)

Write-off non-controlling by investments sale

0

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(125,420)

 

(125,420)

Loss on interest in subsidiary

16(b)

 

-

 

-

 

-

 

-

 

-

 

-

 

(5,917)

 

-

 

-

 

(5,917)

 

5,917

 

-

Write-off gain on interest in subsidiary by sale

6

 

-

 

-

 

-

 

-

 

-

 

-

 

(4,632)

 

-

 

-

 

(4,632)

 

-

 

(4,632)

Repurchase of treasury shares

29(b)

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(36,694)

 

-

 

(36,694)

 

-

 

(36,694)

Cancellation of shares

29(f)

 

-

 

(48,019)

 

-

 

-

 

-

 

-

 

-

 

48,019

 

-

 

-

 

-

 

-

Absorption of losses

29(h)

 

-

 

-

 

(87,710)

 

(4,547)

 

(16,457)

 

-

 

-

 

-

 

108,714

 

-

 

-

 

-

     

-

 

(48,019)

 

(87,710)

 

(4,547)

 

(16,457)

 

(482,593)

 

(10,549)

 

11,325

 

108,714

 

(529,836)

 

(137,465)

 

(667,301)

                                                   

At December 31, 2012

   

8,043,222

 

797,979

 

-

 

-

 

-

 

-

 

349,227

 

(48,892)

 

(565,549)

 

8,575,987

 

87,813

 

8,663,800

                                                   

 

 

The Management notes are an integral part of the financial statements.

 

6

 


 

Braskem S.A.

 

Statement of cash flows

Years ended December 31

All amounts in thousands of reais 

 

 

   

Parent Company

 

Consolidated

   

2012

 

2011

 

2012

 

2011

                 

Loss before income tax and social contribution

             
 

and of discountinued operations results

(1,307,246)

 

(888,523)

 

(1,382,452)

 

(846,941)

                 

Adjustments for reconciliation of loss

             
 

Depreciation, amortization and depletion

1,193,976

 

1,064,731

 

1,924,265

 

1,723,420

 

Results from equity investments

(290,414)

 

(7,511)

 

25,807

 

1,665

 

Results from business combinations

-

 

-

 

-

 

(30,045)

 

Interest and monetary and exchange variations, net

2,000,307

 

1,900,976

 

2,442,973

 

2,292,498

 

Other

240,675

 

517

 

294,199

 

2,056

   

 

 

 

 

 

 

 

   

1,837,298

 

2,070,190

 

3,304,792

 

3,142,653

                 

Changes in operating working capital

             
 

Held-for-trading financial investments

16,216

 

83,224

 

16,716

 

90,953

 

Trade accounts receivable

(681,681)

 

(11,245)

 

(625,130)

 

365,901

 

Inventories

(495,689)

 

(173,519)

 

(566,025)

 

(382,465)

 

Taxes recoverable

(302,375)

 

(125,862)

 

(458,763)

 

(311,021)

 

Prepaid expenses

45,956

 

(29,871)

 

49,707

 

(62,531)

 

Receivables from related parties

-

 

128,429

 

-

 

-

 

Other receivables

(710,879)

 

(138,106)

 

(529,103)

 

(356,253)

 

Trade payables

1,394,075

 

784,797

 

2,165,530

 

1,325,977

 

Taxes payable

(324,774)

 

(8,888)

 

(426,440)

 

(52,134)

 

Long-term incentives

(4,808)

 

771

 

(4,808)

 

771

 

Advances from customers

245,761

 

47,194

 

206,044

 

187,306

 

Sundry provisions

52,522

 

(56,607)

 

94,382

 

(74,402)

 

Other payables

326,513

 

(296,253)

 

389,032

 

(212,133)

   

 

 

 

 

 

 

 

Cash from operations

1,398,135

 

2,274,254

 

3,615,934

 

3,662,622

                 
 

Interest paid

(583,738)

 

(639,680)

 

(1,006,840)

 

(802,427)

 

Income tax and social contribution paid

(35,403)

 

(50,439)

 

(37,283)

 

(82,695)

   

 

 

 

 

 

 

 

Net cash generated by operating activities

778,994

 

1,584,135

 

2,571,811

 

2,777,500

                 

Proceeds from the sale of fixed assets

-  

 

423

 

115,846

 

23,958

Proceeds from the capital reduction of associates

-  

 

6,600

 

-

 

6,600

Cash effect from incorporated subsidiary

394

 

-

 

(141,348)

 

-

Acquisitions of investments in subsidiaries and associates

(84,282)

 

(572,847)

 

-

 

(619,207)

Acquisitions to property, plant and equipment

(1,375,908)

 

(1,602,251)

 

(2,792,853)

 

(2,252,491)

Acquisitions of intangible assets

(13,384)

 

(5,131)

 

(15,734)

 

(11,474)

Held-for-trading and available for sale financial investments

19,453

 

(4,814)

 

(218)

 

(13,856)

   

 

 

 

 

 

 

 

Net cash used in investing activities

(1,453,727)

 

(2,178,020)

 

(2,834,307)

 

(2,866,470)

                 

Short-term and long-term debt

             
 

Obtained borrowings

4,058,052

 

4,284,538

 

6,665,938

 

7,122,632

 

Payment of borrowings

(4,760,048)

 

(4,305,282)

 

(5,493,015)

 

(6,042,644)

Related parties

-

 

-

       
 

Obtained loans

1,823,138

 

2,459,254

       
 

Payment of loans

(366,861)

 

(1,293,557)

       

Dividends paid

(157,210)

 

-

 

(482,051)

 

(664,851)

Non-controlling interests in subsidiaries

(482,051)

 

(664,847)

 

(20,295)

 

76,406

Repurchase of shares

-

 

-

 

(36,694)

 

(946)

Capital increase

(36,694)

 

(946)

       

Other

-

 

-

     

4,147

   

 

 

 

 

 

 

 

Net cash provided by (used in) financing activities

78,326

 

479,160

 

633,883

 

494,744

                 

Exchange variation on cash of foreign subsidiaries

-  

 

-

 

(36,037)

 

(117,030)

   

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

(596,407)

 

(114,725)

 

335,350

 

288,744

                 

Represented by

             
 

Cash and cash equivalents at the beginning for the year

2,224,335

 

2,339,060

 

2,952,272

 

2,698,075

 

Cash and cash equivalents at the end for the year

1,627,928

 

2,224,335

 

3,287,622

 

2,986,819

   

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

(596,407)

 

(114,725)

 

335,350

 

288,744

                 
                 
 

 

 

 

The Management notes are an integral part of the financial statements.

 

7

 


 

Braskem S.A.

 

Statement of cash flows

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

 

 

Parent Company

 

Consolidated

Continued and discontinued operations

Nota

 

Note

 

2012

 

Note

 

2012

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

 

25,248,033

 

22,322,402

 

43,376,748

 

39,623,873

 

Sale of goods, products and services, including discontinued operations

6(d)

 

24,868,066

 

22,339,568

 

42,647,728

 

39,579,217

 

Other income (expenses), net

 

 

410,617

 

(25,558)

 

779,083

 

40,044

 

Allowance for doubtful accounts

 

 

(30,650)

 

8,392

 

(50,063)

 

4,612

Inputs acquired from third parties

 

 

(21,144,265)

 

(17,810,055)

 

(37,141,063)

 

(33,357,839)

 

Cost of products, goods and services sold

 

 

(20,324,249)

 

(17,068,140)

 

(35,782,490)

 

(32,169,206)

 

Material, energy, outsourced services and others

 

 

(820,111)

 

(756,991)

 

(1,353,377)

 

(1,196,721)

 

Impairment / recovery of assets

 

 

95

 

15,076

 

(5,196)

 

8,088

Gross value added

 

 

4,103,768

 

4,512,347

 

6,235,685

 

6,266,034

 

 

 

 

 

 

 

 

 

 

 

Depreciation, amortization and depletion

6(d)

 

(1,193,976)

 

(1,064,731)

 

(1,933,776)

 

(1,723,420)

 

 

 

 

 

 

 

 

 

 

 

Net value added produced by the entity

 

 

2,909,792

 

3,447,616

 

4,301,909

 

4,542,614

 

 

 

 

 

 

 

 

 

 

 

Value added received in transfer

 

 

655,020

 

533,807

 

519,926

 

798,220

 

Results from equity investments

6(d)

 

290,414

 

7,511

 

(14,179)

 

(1,419)

 

Financial income

6(d)

 

364,389

 

526,062

 

532,012

 

769,341

 

Results from business combination

6(d)

 

 

 

 

 

 

 

30,045

 

Other

 

 

217

 

234

 

2,093

 

253

 

 

 

 

 

 

 

 

 

 

 

Total value added to distribute

 

 

3,564,812

 

3,981,423

 

4,821,835

 

5,340,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Personnel

 

 

505,687

 

487,508

 

807,804

 

762,314

 

Direct compensation

 

 

378,082

 

371,573

 

608,193

 

577,110

 

Benefits

 

 

91,665

 

84,504

 

150,947

 

140,095

 

FGTS (Government Severance Pay Fund)

 

 

35,940

 

31,431

 

48,664

 

45,109

 

 

 

 

 

 

 

 

 

 

 

Taxes, fees and contributions

 

 

254,347

 

1,001,877

 

653,659

 

1,313,149

 

Federal

 

 

(440,584)

 

201,648

 

(174,029)

 

366,357

 

State

 

 

687,777

 

795,426

 

805,363

 

925,309

 

Municipal

 

 

7,154

 

4,803

 

22,325

 

21,483

 

 

 

 

 

 

 

 

 

 

 

Remuneration on third parties' capital

 

 

3,535,921

 

2,988,488

 

4,098,677

 

3,753,518

 

Financial expenses (including exchange variation)

 

 

3,391,552

 

2,836,289

 

3,908,924

 

3,558,776

 

Rentals

 

 

144,369

 

152,199

 

189,753

 

194,742

 

 

 

 

 

 

 

 

 

 

 

Remuneration on own capital

6(d)

 

(731,143)

 

(496,450)

 

(738,305)

 

(488,147)

 

Loss for the period, including discontinued operations

 

 

(731,143)

 

(496,450)

 

(1,033,176)

 

(552,413)

 

Non-controlling interests in loss for the year

 

 

-

 

-

 

(7,162)

 

8,303

 

Result from discontinued operations

 

 

 

 

 

 

302,033

 

55,963

 

 

 

 

 

 

 

 

 

 

 

Value added distributed

 

 

3,564,812

 

3,981,423

 

4,821,835

 

5,340,834

 

 

 

 

 

 

 

 

 

 

 

                       

·          The statement of value added is not a required part of a set of financial statements under IFRS.

 

 
 

 

 

 

The Management notes are an integral part of the financial statements.

 

8

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

1                    Operations 

 

Braskem S.A. (hereinafter “Parent Company”) is a public corporation headquartered in Camaçari, Bahia, which jointly with its subsidiaries (hereinafter “Braskem” or “Company”), operates 36 industrial units, 29 of which 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 (“PE”), polypropylene (“PP”) 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.

 

The Company is controlled by Odebrecht S.A. (“Odebrecht”), which directly and indirectly holds interests of 50.11% and 38.32% in its voting and total capital, respectively.

 

(a)               Significant operating events

 

(i)                 In December 2011, Sunoco Chemicals, Inc. (“Sunoco”) announced the definitive shutdown of operations at its refinery that was responsible for supplying polymer-grade propylene, the main feedstock to the PP plant of the subsidiary Braskem America Inc (“Braskem America) in the state of Pennsylvania.

 

In 2012, Sunoco formally informed the Management of Braskem America of its alternative plan to supply feedstock, as required under the supply agreement entered into in 2010. The definitive termination of the supply agreement occurred on June 8, 2012, upon payment of the respective compensation set forth in the contract, in the amount of R$235,962 (Note 33).

 

Despite the termination of the supply agreement, the Management of Braskem America pursued alternative supply and logistics solutions in order to continue operations at the unit and has already identified other sources to supply the feedstock required.

 

Another important and fundamental step in maintaining the operations at the plant was the acquisition of a propylene splitter unit from Sunoco on June 29, 2012. This unit transforms refinery-grade propylene into polymer-grade propylene. This acquisition does not represent a business combination, since it does not meet the definitions required by IFRS 3 and its corresponding CPC 15 (R1).

 

With the acquisition, Braskem America expanded its supply sources, since the supply of refinery-grade propylene is more abundant in the U.S. market.

 

(ii)               On August 17, 2012, the Company inaugurated, in Marechal Deodoro, Alagoas, a new plant with annual production capacity of 200 kton (unaudited) of PVC, which expanded Braskem’s total installed capacity to 710 kton (unaudited). Total investment in the plant was approximately R$1 billion.

 

(iii)             On September 13, 2012, the Company inaugurated, in the Triunfo Petrochemical Complex in the state of Rio Grande do Sul, a new plant with annual production capacity of 103 kton (unaudited) of butadiene, which expanded Braskem’s total installed capacity to 477 kton (unaudited). Total investment was approximately R$300 million.

 

9

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Corporate events

 

(i)                 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.

 

(ii)               On July 7, 2011 the company Braskem America Finance Company (“Braskem America Finance”), a wholly-owned subsidiary of Braskem America, was incorporated for the purposes of raising funds in the international financial market.

 

(iii)             On July 29, 2011, Braskem increased the capital of many subsidiaries. The breakdown of the increases that were fully subscribed and paid up by Braskem is presented below:

 

 

  Capital
Increase

Number of
share / quotas issued
 
 
Braskem Participações S.A. (“Braskem Participações”) 53 without the issue of new shares
Ideom Tecnologia Ltda. (“Ideom”) 23,701 23,700,974
Politeno Empreendimentos Ltda. (“Politeno Empreendimentos”) 35 18
IQ Soluções & Química S.A.(“Quantiq”) 61,100 without the issue of new shares
Rio Polímeros S.A. (“Riopol”) 14,108 without the issue of new shares
  98,997  

 

 

(iv)             On August 25, 2011, Braskem Europe GmbH (“Braskem Alemanha”), a wholly-owned subsidiary of Braskem Netherlands B.V. (“Braskem Holanda”), was incorporated for the purpose of producing, trading, distributing, importing, exporting, research and development of chemical and petrochemical products, among other things. The assets acquired in the business combination of The Dow Chemical (“Dow Chemical”) in Germany were recorded in this subsidiary in October 2011 (Note 5).

 

(v)               On September 27, 2011, Braskem increased the capital of its subsidiary Braskem Holanda by R$415,168 (US$ 230 million) through the issue of 84,465,660 shares. A portion of this amount was used in the incorporation of Braskem Alemanha.

 

(vi)             On January 27, 2012, the controlling shareholder of Braskem, BRK Investimentos Petroquímicos S.A. (“BRK”) was proportionally spun-off. In the spin–off, a part of the shares issued by Braskem that were held by BRK was delivered to Petróleo Brasileiro S.A. – Petrobras (“Petrobras”). With the spin-off, BRK became a wholly-owned subsidiary of Odebrecht Serviços e Participações (“OSP”) and maintained ownership of shares corresponding to 50.11% and 28.23% of the voting and total capital of Braskem, respectively. On the same date, the merger of Petrobras Química S.A. – Petroquisa (“Petroquisa”) into Petrobras was approved and Petrobras became the holder of 47.03% and 35.95% of the voting and total capital of Braskem, respectively.  

 

(vii)           On February 27, 2012, the company Braskem International GmbH (“Braskem Áustria”) was incorporated with the purpose of holding equity interests in other companies, and conducting financial and commercial operations. The capital stock was fully paid up by the Parent Company, a sole partner, in the amount of R$81 (EUR 35 thousand) (Note 16(b)).

 

(viii)         On February 28, 2012, the Extraordinary Shareholders’ Meeting of the Parent Company approved the merger of the subsidiary Ideom Tecnologia Ltda., based on its net book value as of December 31, 2011, in the amount of R$20,762, pursuant to the terms and conditions set forth in the protocol and justification dated February 6, 2012.

 

10

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(ix)             On April 30, 2012, the capital stock of the subsidiaries Braskem Petroquímica S.A. and Rio Polímeros S.A. (“Riopol”) was increased in the amounts of R$649,639 and R$738,799, respectively (Note 16(b)), without the issue of new shares, as approved at the respective shareholders’ meetings. The increases occurred through utilization of the balances recorded under advance for future capital increase.

 

(x)               On June 27, 2012, Braskem Áustria incorporated Braskem Petroquímica Ibérica, S.L. (“Braskem Espanha”), which has capital of R$8 (EUR 3 thousand). The purpose of this subsidiary is to hold equity interests in other companies.

 

(xi)             On June 30, 2012, BRK was merged into its parent company OSP, which changed its interest to 50.11% and 38.11% of the voting and total capital of the Parent Company, respectively.

 

(xii)           On August 27, 2012, Braskem Áustria incorporated Braskem Áustria Finance GmbH (“Braskem Áustria Finance”), which has paid up capital of R$47 (EUR 18 thousand). The subsidiary’s purpose is to raise funds in international financial markets.

 

(xiii)         On September 3, 2012, a capital increase at the subsidiary Braskem Distribuidora Ltda. was approved, with the transfer of the facilities comprising the Water Treatment Unit (UTA) of the Basic Petrochemicals Unit at the Camaçari Petochemical Complex (Bahia) , in the amount of R$75,024, which corresponds to the residual book value , along with the change in the type of company to a corporation.

 

(xiv)         On November 5, 2012, in the Extraordinary Shareholders Meeting, approval was given for the increase in the capital stock of the subsidiary Braskem Idesa S.A.P.I. (“Braskem Idesa”), in the amount of R$41,573 (Mex$266.666 thousand), through the issue of 86,052 Class “A” shares, which was fully paid in by the Parent Company. Subsequently, part of the capital was returned to the non-controlling shareholder, which resulted in an increase in the interest held by the Parent Company in the capital stock of Braskem Idesa, from 65% to 75%.

 

(xv)           On November 9, 2012, the Extraordinary Shareholders Meeting approved the change in the company name of Braskem Distribuidora S.A. to Distribuidora de Águas Camaçari S.A. (“Braskem Distribuidora”).

 

(xvi)         On December 11, 2012, through a series of corporate decisions, the subsidiary Braskem America became a wholly owned subsidiary of Braskem Alemanha.  

 

(xvii)       On December 17, 2012, the Extraordinary Shareholders Meeting approved the change in the type of company of Braskem Petroquímica S.A. to a limited liability company, with the new corporate name Braskem Petroquímica Ltda. (“Braskem Petroquímica”).

 

(xviii)     On December 28, 2012, the Parent Company and Braskem Participações S.A. entered into a private instrument for the purchase and sale of shares through which it sold all shares of the subsidiary Braskem Distribuidora (Note 6). 

 

(xix)         On December 28, 2012, the Parent Company entered into a private instrument for the purchase and sale of shares through which it sold its interest in the subsidiary Cetrel S.A. (Note 6).

 

(xx)           Braskem and Petroquimica de Venezuela S.A. (“Pequiven”) decided to concentrate their estimated investments in Venezuela in the jointly-controlled company Polipropileno Del Sur (“Propilsur”). As a result of this decision, the shareholders meeting decided to withdraw the interest held by Braskem in the jointly-controlled company Polietilenos de America (“Polimerica”), whose corporate documents are currently in the process of being registered with the applicable body in Venezuela. As a result, the Management of Braskem decided to write off the investment in Polimerica already in 2012.

 

11

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

(c)               Net working capital

 

On December 31, 2012, net working capital at the Parent Company was negative R$1,594,367 (R$311,862 in 2011). On the other hand, consolidated net working capital was positive R$35,700 (R$1,118,729 in 2011).  The consolidated figures are used in the management of working capital, since the Company uses mechanisms to transfer funds between the companies efficiently without jeopardizing the fulfillment of the commitments of each of the entities forming the consolidated statements. For this reasons, any analysis of the Parent Company’s working capital will not reflect the actual liquidity position of the consolidated group.

 

Braskem also has three revolving credit lines that may be used at any time (Note 4.3).

 

(d)               Effect of foreign exchange variation

 

The Company has balances and transactions in U.S. dollar, as well as financial investments, trade accounts receivable, trade payables, borrowings and sales. The balances of assets and liabilities are translated based on the exchange rate at the end of each period, while transactions are based on the effective exchange rate on the date each operation occurs. These rates are informed by the Central Bank of Brazil.

 

The following table shows the U.S. dollar average and end-of-period exchange rates for the fiscal years in this report:

 

U.S. dollar, end of period

 

December 2012

R$ 2.0435

December 2011

R$ 1.8758

Appreciation of the U.S. dollar in relation to the Brazilian real

8.94%

 

 

Average U.S. dollar rate

 

Nine-month period ended December 31, 2012

R$ 1.9550

Nine-month period ended December 31, 2011

R$ 1.6746

Appreciation of the U.S. dollar in relation to the Brazilian real

16.74%

 

 

 

12

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2                    Summary of significant accounting policies

 

The principal accounting policies applied in the preparation of these financial statements are described below. These policies have been consistently applied to the years presented, with the exception of the adoption of the equity method used for the recognition of investments in jointly-controlled companies in place of the proportional consolidation method (Note 2.12).

 

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 2011 financial information, presented for comparison purposes, was altered to reflect: (i) the final valuation of the business combination of Dow (Note 5) , whose impact on equity, recorded in the item “ Profit (losses) accumulated” , amounted to R$28,692 ; and (ii) the impacts of discontinued operations (Note 6).

 

The issue of these financial statements was authorized by the Company’s Board of Directors on February 6, 2013.

 

2.1.1        Parent company financial statements

 

The Parent Company financial statements have been prepared in accordance with accounting practices adopted in Brazil, following the provisions in Brazilian Corporate Law and the standards issued by the Brazilian Accounting Pronouncements Committee (“CPC”), and are disclosed together with the consolidated financial statements. The accounting practices adopted in Brazil applicable to the Parent Company financial statements differ from International Financial Reporting Standards (“IFRS”) only in relation to the valuation of investments in subsidiaries and associates based on the equity accounting method, instead of cost or fair value in accordance with IFRS. The reconciliations between equity and results of operations of the Parent Company with the consolidated are presented in Note 2.1.2 (a.ii).

 

2.1.2        Consolidated financial statements

 

The consolidated financial statements were prepared and presented in accordance with accounting practices adopted in Brazil, including the standards issued by the CPC, and in accordance with the IFRS issued by the International Accounting Standards Board (“IASB”).

  

 

13

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a)               Consolidation 

 

The financial statements of subsidiaries and specific purpose entities included in the consolidated financial statements have been prepared in accordance with the same accounting practices as those adopted by the parent company.

 

The consolidation process provided for in pronouncements CPC 36 (R2) and 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 Parent Company in the equity of subsidiaries;

 

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 unrealized losses with third parties on transactions between companies.

 

The consolidated financial statements comprise the financial statements of the Parent Company and the following subsidiaries:

 

14

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

         

Total interest - %

         

Headquarters

       
         

(Country)

 

2012

 

2011

                   

Direct and Indirect subsidiaries

               

Braskem America, Inc. (“Braskem America”)

     

USA

 

100,00

 

100,00

Braskem America Finance Company ("Braskem America Finance")

     

USA

 

100,00

 

100,00

Braskem Argentina S.A. (“Braskem Argentina”)

     

Argentina

 

100,00

 

100,00

Braskem Austria Finance GmbH ("Braskem Austria Finance")

 

(i)

 

Austria

 

100,00

 

-

Braskem Chile Ltda. (“Braskem Chile”)

     

Chile

 

100,00

 

100,00

Braskem Europe GmbH ("Braskem Alemanha")

     

Germany

 

100,00

 

100,00

Braskem Finance Limited (“Braskem Finance”)

     

Cayman Islands

 

100,00

 

100,00

Braskem Idesa S.A.P.I (“Braskem Idesa")

 

(ii)

 

Mexico

 

75,00

 

65,00

Braskem Idesa Servicios S.A. de CV ("Braskem Idesa Serviços")

 

0

 

Mexico

 

75,00

 

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 International GmbH ("Braskem Austria")

 

(iii)

 

Austria

 

100,00

 

-

Braskem Netherlands B.V (“Braskem Holanda”)

     

Netherlands

 

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 Ltda. (“Braskem Petroquímica”)

 

0

 

Brazil

 

100,00

 

100,00

Braskem Petroquímica Chile Ltda. (“Petroquímica Chile”)

 

0

 

Chile

 

100,00

 

100,00

Braskem Petroquímica Ibérica, S.L. ("Braskem Espanha")

 

(iv)

 

Spain

 

100,00

 

-

Braskem Qpar S.A. (“Braskem Qpar”)

 

0

 

Brazil

 

100,00

 

100,00

Cetrel S.A. ("Cetrel")

 

(v)

 

Brazil

 

-

 

54,09

Commom Industries Ltd. (“Commom”)

 

0

 

British Virgin Islands

 

100,00

 

100,00

Distribuidora de Água Camaçari S.A (“Braskem Distribuidora”)

 

(v)

 

Brazil

 

-

 

100,00

Ideom Tecnologia Ltda. (“Ideom”)

 

(vi)

 

Brazil

 

-

 

100,00

IQ Soluções & Química S.A.(“Quantiq”)

 

(vii)

 

Brazil

 

-

 

100,00

IQAG Armazéns Gerais Ltda. (“IQAG”)

 

(vii)

 

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

                   

Specific Purpose Entity ("SPE")

               

Fundo de Investimento Multimercado Crédito Privado Sol (“FIM Sol”)

 

0

 

Brazil

 

100,00

 

100,00

                   

Jointly-controlled subsidiaries

               

Refinaria de Petróleo Riograndense S.A. (“RPR”)

 

(viii)

 

Brazil

 

-

 

33,20

Polietilenos de America S.A.(“Polimerica”)

 

(ix)

 

Venezuela

 

-

 

49,00

Polipropileno Del Sur S.A.(“Propilsur”)

 

(viii)

 

Venezuela

 

-

 

49,00

 

 

 

(i)         Company incorporated in August 2012 (Note 1(b)(xii)).

(ii)       The Company increased its interest in this investment in November 2012 (Note 1(b)(xiiv)).

(iii)      Company incorporated in February 2012 (Note 1(b)(vii)).

(iv)     Company incorporated in June 2012 (Note 1(b)(x)).

(v)       Divestments in December 2012 (Note 1(b)(xviii) and (xix)).

(vi)     Company merged in February 2012 (Note 1(b)(viii)).

(vii)    Companies in advanced stage of sale (Note 6).

(viii)  Unconsolidated investments as from 2012 (Note 2).

(ix)     The Company decided to withdraw its interest in this investment in November 2012 (Note 1(b)(xx)).

 

   

15

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a.i)     Non-controlling interest in the equity and results of operations of the Company’s subsidiaries

 

 

 

Equity

 

Profit (loss) for the year

 

2012

 

2011

 

2012

 

2011

               

Braskem Idesa

87,813

 

93,578

 

(7,162)

 

(4,695)

Cetrel

-

 

121,744

 

-

 

12,998

Total

87,813

 

215,322

 

(7,162)

 

8,303

               

 

(a.ii)    Reconciliation of equity and profit (loss) for the period between parent company and consolidated

 

 

   

Equity

Profit (loss) for the year

   

2012

2011

2012

2011

           

Parent Company

8,624,879

9,813,480

(731,143)

(496,450)

 

Braskem shares owned by subsidiary Braskem Petroquímica

(48,892) 

(48,892)

   
 

Non-controlling interest

87,813

215,322

(7,162)

8,303

Consolidated

8,663,800

9,979,910

(738,305)

(488,147)

 

 

 

2.2              Operating segment reporting

 

This 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 (Note 36).

 

The determination of results per segment takes into consideration transfers of goods and provision of services between segments that are considered arm’s length sales and stated based on market prices.

 

2.3              Foreign currency translation

 

(a)               Functional and presentation currency

 

The functional and presentation currency of the Company is the real, determined in accordance with CPC 02 (R2) and IAS 21.

 

(b)               Brazilian real functional currency

  

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.

 

 

16

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(c)               Functional currency other than the Brazilian real

 

Some subsidiaries and a jointly-controlled subsidiary have a different functional currency from that of the Parent Company, namely:  

 

(i)                 Propilsur, headquartered in Venezuela, adopts as functional currency the U.S. dollar, since it is in the construction stage and the main supplies of equipment and services for the installation of the project are based on this currency;

 

(ii)               Braskem Idesa, Braskem Idesa Serviços and Braskem México, headquartered in Mexico, have as functional currency the Mexican peso, since they are in the construction stage and the main supplies of equipment and services are based on this currency, and because it has a management structure that is independent of the Parent Company’s operations;

 

(iii)             Braskem América and Braskem América Finance, headquartered in the United States, maintain a management structure that is independent from the operations of the Parent Company and that comprises own labor, outsourcing services, acquisition of raw materials and production and sale of resins. Prices, personnel expenses and other production costs are mostly determined in U.S. dollar, which is, therefore, its functional currency.

 

(iv)             Braskem Alemanha, headquartered in Germany, maintains a management structure that is independent from the operations of the Parent Company and that comprises own labor, outsourcing services, acquisition of raw materials and production and sale of resins. Prices, personnel expenses and other production costs are mostly determined in euro, which is, therefore, its functional currency; and

 

(v)               Braskem Áustria maintains a management and administrative structure that is independent from the operations of the Parent Company and has its own workforce, contracts third-party services and is involved in the buying and trading of naphtha. In addition to these operations, it also functions as a holding company, with certain subsidiaries abroad under its control. The euro was defined as the functional currency , since this currency is used in its main operations and is the local currency of that country.

 

The financial statements of these companies 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 statement of operations 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 written off for any reason, the respective exchange differences recorded in equity are recognized in the statement of operations as part of the gain or loss on the transaction.

 

 

17

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.4              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 (Note 7).

 

2.5              Financial assets

 

2.5.1        Classification 

 

Financial assets are classified upon initial recognition in the categories listed below. This classification depends on the purpose for which they were acquired.

 

(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 2.6).

 

(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, classified as non-current assets. The Company’s loans and receivables comprise loans to related parties and accounts with associates (Note 11), trade accounts receivable (Note 9), other accounts receivable (Note 15), cash and cash equivalents (Note 7) and financial investments (Note 8).

 

(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.

    

2.5.2        Recognition and measurement

 

Purchases and sales of financial assets are recognized on the trade date, usually when the Company commits to purchase or sell the asset.

 

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 these financial assets are presented in “financial results” in the period in which they arise.

 

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 corresponding rights to receive cash flows have been received or transferred and the Company has transferred substantially all risks and rewards of ownership of the related assets.

 

Eventual expenses with the acquisition or sale of held-for-trading financial assets are expensed in the statement of operations. For the other financial assets, these expenses, when significant, are added to their respective fair value.

 

18

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

Dividends declared by associates assessed at cost are recognized in the statement of operations as part of the account “results from equity investments”.

 

2.5.3          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 do to so and there is an intention to settle them on a net basis, or realize the asset and settle the liability simultaneously.

 

2.5.4        Impairment of financial assets

 

The Company permanently assesses the existence of objective evidence that a financial asset, classified as loans and receivables or held-to-maturity 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 by the issuer or debtor, 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.  

 

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) all the receivables from the first renegotiation maturing within more than 24 months; and (v) 100% of the receivables arising from a second renegotiation with customers. Receivables from related parties are not considered in this calculation.

 

 

19

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.6              Derivative financial instruments and hedging activities

 

Derivatives are recognized at fair value on an ongoing basis. The recognition of the gain or loss in profit or loss depends on whether the derivative is designated as a hedging instrument.

 

(a)               Designated as hedge accounting

 

The 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.

 

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.

 

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. The ineffective portion is recognized immediately in the statement of operations as “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 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 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 20.

 

(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 statement of operations under “financial results”, regardless of the instrument contracted.

  

2.7              Trade accounts receivable

 

Trade accounts receivable are recognized at the amount billed net of the provision for impairment. The Company’s billing period is generally 30 days, therefore, the amount of the trade accounts receivable corresponds to their fair value on the date of the sale (Note 9).

 

2.8              Inventories 

 

Inventories are stated at the lower between the average acquisition or production cost or at the estimated retail price, net of taxes. The Company determines the cost of its production using the absorption method, and uses the weighted average cost to determine the value of its inventories. Imports in transit are stated at the cost accumulated in each import (Note 10).

  

 

 

20

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.9               Non-current assets held for sale

 

(a)               Held-for-sale assets

 

Non-current assets are classified as available-for-sale when (i) their book value is not impaired by the sale; and (ii) when this sale is practically certain. These assets are assessed at the lowest value between book value and fair value less selling costs.

 

These assets are presented in a specific item on the balance sheet. For investments in subsidiaries, their assets and liabilities, after eliminating the balances held at such companies, these are also presented in the same item on the consolidated balance sheet.

 

Property, plant and equipment and intangible assets are no longer depreciated and/or amortized and the ownership interest in associated companies, subsidiaries and jointly-controlled companies classified as held-for-sale are no longer evaluated using the equity method.  

 

(b)               Discontinued operations

 

The Company classifies as discontinued the operations related to cash generating units or reportable operating segment that have been divested or are undergoing divestment and are classified as held-for-sale. 

 

Profit or loss from discontinued operations is presented in a single item on the statement of operations for the fiscal year. In addition, detailed information is also reported, as follows:

 

(i) revenue, cost of sales, general and administrative expenses and profit or loss before income tax and social contribution;

 

(ii) income tax and social contribution;

 

(iii) gains and losses recognized upon measurement at sales value less selling expenses or upon sale of the available-for-sale assets that comprise the discontinued operation; and

 

(iv) income tax and social contribution related to item (iii) above.

 

Profit or loss from discontinued operations is recognized after eliminating the revenues and expenses arising from any commercial and financial operations carried out among the companies.

 

 

21

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.10          Investments in subsidiaries

 

Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies so as to obtain benefits from its activities (control). These investments are consolidated and measured in the financial statements of the Parent Company through the equity method.

 

The Company uses the acquisition method to account for the acquisitions of subsidiaries (business combinations). The use of this method requires (i) the identification of the acquirer; (ii) determination of the date of acquisition; (iii) the recognition and measurement of the identifiable assets acquired, contingencies, liabilities assumed and non-controlling interests; and (iv) the recognition and measurement of goodwill from future profitability or gain arising from a bargain purchase.

 

The consideration transferred for the acquisition of a subsidiary is the sum of the fair value of the assets transferred, liabilities incurred and equity interests issued by the Company. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The non-controlling interests in the investee are determined by means of the application of the respective interest percentage on the fair value of the acquiree’s net assets.  

 

The excess of the consideration paid in relation to the fair value of the Company’s share of the identifiable net assets acquired, is recorded as goodwill. When the consideration transferred is less than the fair value of the net assets acquired, the difference, after all recalculations are made, is recognized directly as a gain in the statement of operations (bargain purchase).  

 

The costs related to the acquisition of subsidiaries are accounted for in profit or loss for the year as they are incurred.

 

Investment gains and losses arising from transactions with non-controlling shareholders are directly recorded in equity in “other comprehensive income”. These gains and losses are transferred to profit or loss for the year when the Company ceases to have control over the related subsidiary.

 

The Company recognizes, in the Parent Company’s financial statements, a provision for losses in subsidiaries at an amount equivalent to the net capital deficiency of these subsidiaries. This provision is recorded in non-current liabilities with a contra-entry to the account “results from equity investments”.

 

The unrealized gains in operations between the Parent Company and its subsidiaries that are still recorded in the assets held by the Company are fully eliminated from the financial statements of the Parent Company.

 

2.11          Investments in associates 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.

 

Unrealized gains on transactions between the Company and its associates are eliminated to the extent of the Company’s interest in these investments.

 

Gains and losses arising from the dilution of or increase in investments in associates are recognized in the statement of operations.

 

22

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

Other investments are stated at acquisition cost, less provision for adjustments to market value, when applicable.

 

2.12          Investments in jointly-controlled subsidiaries

 

Jointly-controlled subsidiaries are all entities over which the Company shares, under an agreement, control with one or more parties. Investments in jointly-controlled subsidiaries are initially accounted for at cost and subsequently using the equity method.

 

The unrealized gains in operations between the Company and its jointly-controlled companies are eliminated proportionately to its interest in these investments.

 

2.13          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 17), 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 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 shutdowns in regular intervals that vary from two to six years to perform these activities. These shutdowns can involve the plant as a whole, a part of it, or even relevant pieces of equipment, such as industrial boilers, turbines and tanks.

 

Shutdowns that take place every six years, for example, are usually made for the maintenance of industrial plants as a whole. Costs of materials and outsourced services that are directly attributable to these shutdowns 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. Expenses with each scheduled shutdown 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.

 

The expenditures with personnel, 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.

 

23

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

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 Company does not attribute a residual value to assets due to its insignificance.

 

2.14          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 the CPC and IFRS pronouncements and represent the excess of the amount paid over the amount of equity of the entities acquired. Upon adoption of the CPC and IFRS pronouncements in 2009, 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 that date and it is tested annually for eventual impairment.

 

Goodwill is accounted for at cost, net of accumulated impairment losses, when applicable. Impairment losses are not reversed.

 

(b)               Trademarks and patents

 

The technologies acquired from third parties, including those acquired through 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 term of the purchase agreement (between 15 and 20 years)

 

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 were recognized at fair value at the respective acquisition dates. 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 (between 11 and 19 years).

 

(d)               Software 

 

Software 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. All software booked has defined useful life estimated between 3 and 10 years and is amortized using the straight-line method. Costs associated with maintaining computer software programs are recognized in profit or loss as incurred.

 

 

24

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.15          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 that have defined useful lives 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 least at the balance sheet date.

 

2.16          Trade payables

 

Trade payables are obligations arising from the acquisition of goods or services 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 operations that have material impact on its financial statements.  

 

2.17          Borrowings 

 

Borrowings are recognized initially at fair value and  net of the transaction costs incurred in structuring the transaction, when applicable. Subsequently, borrowings are presented with the charges and interest in proportion to the period incurred    

 

2.18          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 financial 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 and supported by the opinion of the Company’s external legal advisors (Note 23).

 

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 CPC 25 and IAS 37.

 

25

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

Provisions are measured at the present value of the expenditures 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”.

 

2.19          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 statement of operations, 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. Accordingly, deferred tax assets and liabilities in different companies or 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.

 

2.20          Post-employment benefits

 

The Company sponsors a defined contribution plan and defined benefit plans.

 

(i)        Defined contribution plan

 

For the defined contribution plan, the Company pays contributions to private pension plan on contractual or voluntary bases. As soon as the contributions are paid, the Company does not have any further obligations related to additional payments.

 

(ii)       Defined benefit plan

 

The defined benefit plans are 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 plans, as well as the existence of actuarial gains and losses.

 

The liability recognized in respect of these plans is the present value of the defined benefit obligation at the balance sheet date, less the fair value of plan assets, adjusted by actuarial gains or losses and past-service costs.

 

26

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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.

  

2.21          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 CPC 25 and 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. For unrecognized contingencies, the Company discloses the main proceedings for which an unfavorable outcome is assessed as a 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  

 

2.22          Distribution of dividends

 

The distribution of dividends to shareholders of the company is recognized based on Brazilian corporate law and on the bylaws of the Company.

 

Upon closing the balance sheet, the amount corresponding to the minimum mandatory dividend (Note 29(b)) is registered in current liabilities under “dividends and interest on capital payable” since it is considered a legal obligation provided for in the bylaws of the Company. The portion of dividends that exceeds the minimum mandatory amount is represented in “proposed additional dividend”, in the “profit reserve” group under shareholders' equity. Once approved by the shareholders’ meeting, this portion is transferred to current liabilities.

 

2.23          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 finance leases. Payments made under these leases are charged to the statement of operations 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 under liabilities in “other payables” as a contra-entry to property, plant and equipment.  

 

 

27

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.24          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.

 

Most of Braskem’s sales are made to industrial customers and, in a lower volume, to resellers.

 

The moment at which the legal right, as well as the risks and rewards, are substantially transferred to the customer and determined as follows:

 

(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 immediately after the Company’s official measures, which is the point of delivery of the goods and transfer of their ownership

 

The cost of freight services related to sales, transfers to storage facilities and product transfers are included in cost of sales.

 

2.25          Rules, changes and interpretations of standards that will be in force in 2013

 

Rules, changes and interpretations of standards that will be in force in 2013 and have not been adopted early by the Company:

 

(a)               On December 13, 2012, the Securities and Exchange Commission of Brazil (CVM) published Deliberation 695 approving CPC 33 (R1) "Employee benefits”, which incorporated the changes under IAS 19 – “Employee benefits” amended in June 2011

 

The main impacts of the changes follow:

 

(i)            elimination of the possibility of using the “corridor method” (permission for actuarial gains and losses up to the limit of 10% of the present value of the defined benefit obligation or 10% of the fair value of the plan’s assets, the greater of the two values, to be recognized as profit or loss for the remaining average working life of participants in the plan);

 

(ii)          recognition of actuarial gains and losses under “other comprehensive income”, as they occur. These amounts will not be carried to the profit or loss of the fiscal year, remaining under equity in other comprehensive income.

 

28

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(iii)        immediate recognition of the costs of past services in the profit or loss; and

 

(iv)        substitution of the participation cost and expected return on the plan’s assets for a net participation amount calculated by applying the discount rate to the assets (liabilities) of the net defined benefit.

 

This rule will not cause material impacts for Braskem, since the withdrawal of sponsorship by the Company for the two largest defined benefit plans was approved in 2012. For the remaining plans, the unrecognized balance of actuarial loss, at December 31, 2012, was R$19,218.

 

The rule applies to fiscal years beginning as of January 1, 2013.

 

(b)               On December 20, 2012, the CVM released Deliberation 698 approving CPC 36 (R3) “Consolidated financial statements”, which incorporated the changes under IFRS 10 – “Consolidated financial statements”

  

The new standard is based on existing principles and identifies the concept of control as the dominant factor when determining whether an entity should be included in the consolidated financial statements of the Parent Company. The standard provides additional guidance for determining control.

 

The Company analyzed this standard and concluded that it will not cause any impacts on its consolidated financial statements.

 

The rule applies to fiscal years beginning as of January 1, 2013.

 

(c)               On November 23, 2012, the CVM released Deliberation 694 approving CPC 19 (R2) “Joint businesses”, which incorporated the changes introduced under IFRS 11 – “Joint arrangements”

  

The standard provides more realistic reflections of joint arrangements by focusing on the rights and obligations under the arrangement instead of on its legal form. There are two types of joint arrangements:

 

(i)            joint operation - when one of the parties has rights to the assets and obligations relating to the arrangement and, as a result, will record its share of the assets, liabilities, revenues and expenses; and

 

(ii)            joint venture – when one of the parties has rights to the net assets of the arrangement and will record the investment by the equity method.

 

The proportional consolidation method will no longer be permitted for joint control.

 

The adoption of this standard will have no impacts on the Company, since it already adopts the equity method for investments in jointly-controlled companies.

 

The rule applies to fiscal years beginning as of January 1, 2013.

 

(d)               On December 13, 2012, the CVM released Deliberation 697 approving CPC 45 “Disclosure of interest in other entities”, which incorporated the changes under IFRS 12 – “Disclosure of interest in other entities”.

  

The standard deals with disclosure requirements for all forms of interest in other entities, including joint arrangements, associations, specific-purpose interest and other forms of interest that are not booked.

 

29

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The Company analyzed the standard and its impact will be to expand the respective Note in the financial statements.

 

The rule applies to fiscal years beginning as of January 1, 2013.

  

(e)               On December 20, 2012, the CVM disclosed Deliberation 699 approving CPC 46 “Fair value measurement”, which incorporated the changes under IFRS 13 - “Fair value measurement”

 

The objective of the standard is to increase consistency and reduce the complexity of fair value measurement, providing a more precise definition and a single source of fair value measurement and its disclosure requirements under IFRS. The requirements do not expand the use of fair value booking, but rather provide instructions on how to apply it when already required or allowed under other IFRS standards.

 

The Company analyzed the standard and concluded that there will be no impacts on its consolidated financial statements.

 

The rule applies to fiscal years beginning as of January 1, 2013.

 

2.26          Rules, changes and interpretations of standards that are not yet in force

 

Rules, changes and interpretations of standards that currently are not in force and have not been adopted early by the Company and its subsidiaries:

 

IFRS 9 – “Financial Instruments” outlines the requirements for the classification, measurement and recognition of financial assets and liabilities IFRS 9 was issued in November 2009 and October 2012 and substitutes the paragraphs in IAS 39 related to the classification and measurement of financial instruments. IFRS 9 required classification of financial assets into two categories: measured at fair value and measured at amortized cost.  Classification is determined when the financial asset is initially recognized. Classification depends on the business model of the entity and the characteristics of the cash flow arrangements of the financial instruments. For financial liabilities, the standard maintains most of the requirements under IAS 39. The main change is when the fair value option is adopted for financial liabilities, in which case the portion of change in fair value that is attributable to changes in the credit risk of the entity is registered in other comprehensive income and not in the statement of operations, except for cases in which this results in accounting mismatches. The standard will be applicable as of January 1, 2015. This standard has not yet been issued by the CPC.

 

IAS 32 – “Financial Instruments: Presentation” provides further clarification in addition to the application guidance in IAS 32 on the requirement to offset financial assets and liabilities in the balance sheet The standard will be applicable as of January 1, 2014. This standard has not yet been issued by the CPC.

 

IAS 1 – “Presentation of Financial Statements” – the main change was the requirement that entities group the items presented under other comprehensive income based on whether or not they are potentially reclassifiable to the subsequent profit or loss (reclassification adjustments). This change, however, does not establish which items should be presented under other comprehensive income. The standard will be applicable as of July 1, 2013. This standard has not yet been issued by the CPC.

 

 

30

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 planned results due to differences in the variables, assumptions or conditions used in making estimates

 

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 nondeductible 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 fluctuations in the supply and demand of inputs and finished products 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, the corresponding portion of the asset that cannot be recovered is written off.

 

 

31

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

3.2              Pension plans – defined benefit

 

The Company recognizes the obligation of the employee defined benefit plans and related costs, 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; and

 

(ii)          the plan assets are stated at fair value.

 

The discount rate used to determine the present value of future benefit obligations is a combination of the estimate for the market interest rate and annual inflation.

 

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 25).

 

3.3              Fair value of derivative and non-derivative financial instruments

 

The Company evaluates the derivative financial instruments at their fair value 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 and Reuters. 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 fair values 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 transactions.

 

The fair values of non-derivative, quoted financial instruments 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 information provided by the Company’s Management.

 

 

 

32

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

3.4              Useful life 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 2012, this analysis concluded that the useful lives applied in 2011 and 2012 should be maintained in 2013.

 

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 value 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 (%)

 

2012

2011

Buildings and improvements

3.59

3.46

Machinery, equipment and installations

7.25

6.91

Mines and wells

9.01

9.01

Furniture and fixtures

10.75

10.86

IT equipment

20.50

20.80

Lab equipment

9.90

10.18

Security equipment

9.99

9.96

Vehicles

18.71

20.00

Other

19.54

22.59

 

 

3.5              Business combination

 

In accordance with CPC 15 and IFRS 3, the Company must allocate the cost of the assets acquired and the contingencies and liabilities assumed based on their estimated fair values on the acquisition date.

 

The Management of the Company exercises a significant amount of judgment when measuring tangible assets, identifying and measuring intangible assets, identifying and measuring risks and contingencies, measuring other assets acquired and liabilities assumed and determining remaining useful lives. The use of assumptions in risk measurements and assessments may result in estimated amounts that differ from the assets acquired and liabilities assumed. The Company contracts specialized companies to support it in these activities.

 

If the future results are not consistent with the estimates and assumptions used, the Company may be exposed to losses that may be material.

 

 

33

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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, among others, 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 indication that the amount of these assets will not be recovered is identified, the Company compares the book value of such assets with the respective values 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 PE plants located in Brazil;

·           CGU Polypropylene: represented by assets of the PP plants located in Brazil;

·           CGU Renewables: represented by the Green PE plant located in Brazil;

 

Vinyls operating segment:

 

·           CGU Vinyls: represented by assets of PVC plants and chloride soda located in Brazil;

 

International businesses operating segment:

 

·           CGU Polypropylene USA: represented by assets of PP plants located in the United States;

·           CGU Polypropylene Germany: represented by assets of PP plants located in Germany;

 

Chemical Distribution operating segment:

 

·           This segment was represented by assets of the subsidiaries Quantiq and IQAG and was discontinued after the decision was made to sell these companies (Note 6).

 

 

34

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(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 the Parent Company, 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

 

The contingent liabilities and provisions that exist at the Company are mainly related to discussions in the judicial and administrative spheres arising from primarily labor, pension, civil and tax lawsuits and administrative procedures.

 

Braskem’s Management, based on the opinion of its external legal advisors, classifies these proceedings 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 to be disbursed as estimated by the Company’s legal counsels;

 

(ii)     tax claims - the amount of the provision corresponds to the value of the matter plus charges corresponding to the variation in the Selic rate; and

 

(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 greater than 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 CPC 15 (R1) and 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 23).

 

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.

 

35

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

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 financial settlement of the proceeding; 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 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 rates and interest rates; (ii) the credit risks of its counterparties in cash equivalents, financial investments and trade accounts receivable; and (iii) liquidity risks to meet its obligations from financial liabilities.

 

Braskem adopts procedures for managing market and credit risks that are in conformity with the  financial policy approved by the Board of Directors on August 9, 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 20.4.

 

(a)               Exposure to commodity risks

 

Braskem is exposed to the variation in the prices of various commodities and, in general, seeks to transfer the variations caused by fluctuations in market prices. In addition, the Company entered into derivative operations to hedge against the exposure to risks arising from isolated transactions involving the commodities naphtha and ethanol (Note 20.2.1). Also, an immaterial part of sales may be 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 associated with future sales.

 

(b)               Exposure to foreign exchange risk

 

Braskem has commercial operations denominated in or pegged to 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. dollar. Additionally, Braskem has long-term loans in foreign currencies that expose it to variations in the foreign exchange rate between the Brazilian real and the foreign currency, in particular the U.S. dollar. Braskem manages its exposure to foreign exchange risk through the combination of debt, financial investments, accounts receivable and raw material purchases denominated in foreign currencies and through derivative operations. Braskem’s financial policy for managing foreign exchange risks provides for the maximum and minimum coverage limits that must be observed and which are continuously monitored by its Management.

 

36

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

On December 31, 2012, Braskem prepared a sensitivity analysis for its exposure to U.S. dollar risk, as informed in Note 20.4(c).

 

(c)               Exposure to interest rate risk

 

Braskem is exposed to the risk that a variation in floating interest rates causes an increase in its financial expense due to payments of future interest. Debt denominated in foreign currency subject to floating rates is mainly subject to fluctuations in Libor. Debt denominated in local currency is mainly subject to the variation in the Long-Term Interest Rate (“TJLP”), in fixed rates in Brazilian real and in the Interbank Certificate of Deposit (“daily CDI”) rate.

 

In the year, Braskem held swap contracts designated as hedge accounting (Note 20.2.1) in which it: (i) receives the pre-contractual rate and pays the CDI overnight rate; and (ii) receives Libor and pays a fixed rate.

 

On December 31, 2012, Braskem prepared a sensitivity analysis for the exposure to the floating interest rates Libor, CDI and TJLP, as informed in Notes 20.4(d), (e) and (f).

 

4.2              Exposure to 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 major financial institutions, weighting concentrations in accordance with the credit rating and the daily prices observed 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, 2012, Braskem held 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 S.A. (Brasil),  Banco Votorantim S.A. Banco West LB do Brasil S.A. Banco Caixa Geral – Brasil S.A. and Banco Bradesco S.A.  Approximately 55% of the amounts held in cash and cash equivalents (Note 7) and financial investments (Note 8) are contemplated by these agreements, whose related liabilities are accounted for under “borrowings” (Note 19). The effective netting of these amounts is possible only in the event of default by one of the parties.

 

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 risk of non-derivative financial instruments on the reporting date is the sum of their carrying amounts less any provisions for impairment losses. On December 31, 2012, the balance of trade accounts receivable was net of allowance for doubtful accounts of R$256,884 (R$253,607 in 2011) (Note 9).

 

 

37

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

4.3              Liquidity risk

 

Braskem has a calculation methodology to determine operating cash and minimum cash for the purpose of, respectively: (i) ensuring the liquidity needed to comply with short-term obligations, determined based on the operating disbursements projected for the following month; and (ii) ensuring that the Company maintains liquidity during potential crises. These amounts are calculated based on the projected operating cash generation, less short-term debts, working capital needs and other items.

 

Some of Braskem’s borrowing agreements had financial covenants that linked net debt and the payment of interest to its consolidated EBITDA (earnings before interest, tax, depreciation and amortization) (Note 19 (h)), which were monitored on a quarterly basis by the Company’s Management. These agreements were settled in the third quarter of 2012 and the Company no longer holds commitments of this nature.

 

Additionally, Braskem has three revolving credit lines that may be used without restrictions in the amounts of: (i) US$350 million for a period of four years as from November 2012; and (ii) US$250 million for a period of five years as from August 2011; and (iii) R$450 million for a period of three years as from December 2012. These credit facilities enable Braskem to reduce the amount of cash it holds. On December 31, 2012, Braskem had not drawn any credit from these lines.

 

The table below shows Braskem’s financial liabilities by maturity, corresponding to the period remaining between the balance sheet date and the contractual maturity date. These amounts are calculated from undiscounted cash flows and may not be reconciled with the balance sheet.

 

 

       

Until

 

Between one and

 

Between two and

 

More than

 

Fair value

   

Note

 

one year (i)

 

two years (i)

 

five years (i)

 

five years (i)

 

total

Current

                       

Trade payables

 

0

 

8,897,597

 

-

 

-

 

-

 

8,897,597

Borrowings

 

0

 

1,912,252

 

-

 

-

 

-

 

1,912,252

Derivatives

 

20.2.1

 

293,378

 

-

 

-

 

-

 

293,378

Other payables

 

(ii)

 

260,649

             

260,649

                         

Non-current

                       

Borrowings

     

-

 

1,947,669

 

4,111,398

 

19,656,704

 

25,715,771

Other payables

 

(iii)

     

155,966

 

166,381

     

322,347

At December 31, 2012

     

11,363,876

 

2,103,635

 

4,277,779

 

19,656,704

 

37,401,994

                         

 

 

(i)         The maturity terms presented are based on the contracts signed.

(ii)       Refers to amounts payable to non-controlling shareholders of Braskem Idesa (Note 27(a)(i)).

(iii)      Refers to amounts payable to BNDES Participações S.A., as part of the business combination with Quattor (Note 27(b)).

 

4.4              Capital management

 

 

The ideal capital structure, according to Braskem’s Management, considers the balance between own capital and the sum of all payables less the amount of cash and cash equivalents and investments. This composition meets the Company’s objectives of perpetuity and of offering an adequate return to shareholders and other stakeholders. This structure also permits borrowing costs to remain at adequate levels to maximize shareholder remuneration.

 

Due to the impact of the U.S. dollar on the Company’s operations, the Management of Braskem believes that the own capital used for capital management purposes should be measured in this currency and on a historical basis. Moreover, the Company may temporarily maintain a capital structure that is different from this ideal. This occurs, for example, during periods of growth, when the Company may finance a large portion of its projects through borrowings, provided that this option maximizes return for shareholders once the financed projects start operating. In order to adjust and maintain the capital structure, the Management of Braskem may also consider the sale of non-strategic assets, the issue of new shares or even adjustments to dividend payments.

 

As is also the case of liquidity, capital is not managed at the Parent Company level, but rather at the consolidated level.

 

38

 


 

 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

5                    Business combination

 

PP assets abroad – Dow Chemical

 

On September 30, 2011, Braskem, through its subsidiaries Braskem America and Braskem Alemanha, acquired the PP business of Dow Chemical for R$608 million (US$323 million). On the same date, the amount of
R$312 million (US$166 million) was paid, which corresponds to the portion of accounts payables that were assumed in the transaction.

 

The agreement also provided for adjustments to the amount paid based on the variation in trade accounts receivable and inventory, for which the final amount was a receivable of R$24 million (US$12 million) by the acquirers.

 

The negotiation included four industrial units, of which two are in the United States and two in Germany, with combined annual production capacity of 1,050 thousand tons (unaudited) of PP.

 

The negotiation involved the acquisition mainly of industrial plants, trade accounts receivable, inventory and assumed liabilities related to the business operation. In the United States, the acquired plants are located in the state of Texas and have annual capacity of 505 thousand tons (unaudited). In Germany, the acquired plants are located in Wesseling and Schkopau and have annual production capacity of 545 thousand tons (unaudited).

 

The amount paid included trade accounts receivable and inventory located in Mexico through the subsidiary Braskem México, in the amount of R$13 million (US$8 million), net of the accounts payable assumed. Since it represented an isolated asset acquisition closed in the short term with the sale of inventory and the financial settlement of accounts receivable and payable, this part of the operation was not considered a business combination.

 

The effective settlement of the operation by the parties occurred on September 30, with financial settlement on October 3, 2011. Until the effective payment to Dow Chemical, the acquirers did not make any relevant decisions regarding the operations of the plants, which began to occur only after October 3. The rights and obligations generated as of October 1, 2011 are the responsibility of the acquirers, such as the inventory produced and the new obligations assumed.

 

The reasons mentioned above led to the conclusion that the acquisition of control occurred on October 3, 2011, the date of the registration of the business combination and as of when the acquired assets and liabilities were consolidated into Braskem’s financial statements.

 

This acquisition was approved by Brazil’s antitrust authority CADE (Conselho Administrativo de Defesa Econômica) on February 8, 2012, by the corresponding U.S. regulatory body on September 9, 2011, and by the European antitrust authorities on September 28, 2011.

 

The allocation of the amounts of the assets acquired and liabilities assumed in the financial statements for the year ended December 31, 2011 was made on a preliminary basis by the acquirers. The Company contracted independent experts to measure the fair value of this acquisition, which was concluded in the second quarter of 2012. As a result of this assessment, and as required under CPC 15 (R1) and the corresponding IFRS 3, the Company recognized, retrospectively, among other amounts, the following main amounts in the 2011 financial statements:

 

39

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(i)       addition of property, plant and equipment, in the amount of R$36,526;

 

(ii)     effect on deferred income tax loss, in the amount of R$15,021.

 

The Company also recognized a credit, in the amount of R$8,540, related to an adjustment in the amount paid, as provided for by the initial agreement.

 

Therefore, the Company recognized a gain (bargain purchase) of R$30,045 (US$16 million) in the specific line on the statement of operations for fiscal year 2011 referred to as “results from business combinations”. The Company also recognized depreciation on the fair value adjustment in the amount of R$1,992, and its deferred income tax effect in the amount of R$639.

 

The following table summarizes the consideration paid to Dow Chemical and the fair values of the assets acquired and liabilities assumed, which were recognized retrospectively in the financial statements of December 31, 2011:

  

 

 

United States

 

Germany

 

Total business combination

 

Mexico

 

Total

Consideration transferred

                 

Cash

285,135

 

285,551

 

570,686

 

13,214

 

583,900

Total consideration transferred (A)

285,135

 

285,551

 

570,686

 

13,214

 

583,900

 

-

 

-

 

-

 

-

 

-

Fair value of the identifiable assets and liabilities assumed

-  

 

-

 

-

 

-

 

-

Current assets

-

 

-

 

-

 

-

 

-

Trade accounts receivable

143,932

 

133,438

 

277,370

 

18,948

 

296,318

Inventories

161,617

 

126,385

 

288,002

 

12,661

 

300,663

Non-current assets

-

 

-

 

-

 

-

 

-

Property, plant and equipment

137,186

 

222,483

 

359,669

 

-

 

359,669

 

-

 

-

 

-

 

-

 

-

Current liabilities

-

 

-

 

-

 

-

 

-

Trade accounts payables

(140,558)

 

(153,310)

 

(293,868)

 

(18,395)

 

(312,263)

Other payable accounts

(845)

 

(141)

 

(985)

 

-

 

(985)

Non-current liabilities

-

 

-

 

-

 

-

 

-

Deferred income tax

(6,374)

 

(8,647)

 

(15,021)

 

-

 

(15,021)

Pension plans

-

 

(14,436)

 

(14,436)

 

-

 

(14,436)

 

-

 

-

 

-

 

-

 

-

Total identifiable assets acquired and

-  

 

-

 

-

 

-

 

-

liabilities assumed (B)

294,959

 

305,773

 

600,731

 

13,214

 

613,945

                   
                   

Result of business combination (A) - (B)

9,824  

 

20,222

 

30,045

 

-

 

30,045

                   

 

 

 

40

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

A specialized independent company estimated the fair value of assets acquired and liabilities assumed, based on the following assumptions:

 

(i)       the fair value of trade accounts receivable was calculated based on the collectability of the receivables acquired;

 

(ii)     the fair value of inventory was calculated considering the net realizable value of inventories;

 

(iii)   the method used to calculate the value of property, plant and equipment was the “replacement cost approach”, reduced by economic and functional obsolescence. The Management, together with its external valuation experts, believed that because it uses the unit value of each asset comprising the plant, the “market approach” would not reflect the actual economic value, since it would not consider the costs with the technologies installed, installation-support and the active connection with the production and distribution system. During the valuation process, the following information was considered: (a) the installation cost of  similar plants; (b) the most recent quotes for the expansion and replacement of similar  assets; (c) the cash price for replacing the asset, considering the use conditions on the inspection date; and (d) the projected cash flows of the business.

 

(iv)   the fair value of trade payables was determined based on the amount paid to settle these obligations ; and

 

(v)     the fair value of private pension plans was determined based on the net present value of actuarial liabilities.

 

6                    Held-for-sale assets and discontinued operations

 

In the last quarter of 2012, the Management of the Company divested its interests in the capital of Cetrel and Braskem Distribuidora and commenced negotiations for the divestment of Quantiq. 

 

The accounting practices used to recognize and measure these transactions are described in Note 2.9.

 

·           Cetrel 

 

Braskem held 54.2% of the total and voting capital of Cetrel, whose activities include effluent treatment, industrial waste management, air and water monitoring, laboratory services and environmental consulting services.

 

This investment was sold, on December 28, 2012, to Odebrecht Ambiental (Note 11(b)). The sale price defined by the parties was confirmed by a specialized company contracted for this purpose, which issued a favorable fairness opinion regarding the price. The final amount may still be altered due to adjustments defined between the parties and provided for in contract.

 

The operating profit or loss of Cetrel was presented under segment information as “Other segments” (Note 36).

 

Braskem recognized a gain from the sale, as detailed below:

 

 

41

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

Note

 

Amount

       

Sale amount (i)

15(a)

 

208,100

Cost amount of the investment sold in the divestment date

16(b)

 

(163,905)

Write-off net gain recognized in other comprehensive income

29(i)

 

4,632

Gain on sale

   

48,827

(i)   Amount to be received in full in June 2013.

Cetrel’s profit and losses in 2011 and 2012, and the gain from its divestment, are presented under “profit or loss from discontinued operations” in the consolidated statement of operations, and further detailed in item(c) of this Note.

·           Braskem Distribuidora

Braskem held 100% of the capital of Braskem Distribuidora, whose business activities include the production of demineralized, clear drinking water and managing the fire water reservoir.

This investment was sold on December 28, 2012 to Odebrecht Ambiental. The sale price defined by the parties was confirmed by a specialized company, which issued a favorable fairness opinion regarding the price. The final amount may still be altered due to adjustments defined between the parties and provided for in contract.

The operating profit or loss of Braskem Distribuidora was presented under segment information as “Other segments” (Note 36).

Braskem recognized a gain from the sale, as detailed below:

 

 

Note

 

Amount

       

  Sale amount (i)

15(a)

 

444,000

Cost amount of the investment sold in the divestment date

16(b)

 

(84,108)

Gain on sale

   

359,892

 

 

(i)   Amount to be received in full by December 31, 2013.

Braskem Distribuidora’s profits and losses in 2011 and 2012, and the gain from its divestment, are presented under “profit or loss from discontinued operations” in the consolidated statement of operations, and further detailed in item(c) of this Note.

·           Quantiq and IQAG

Quantiq is engaged in the distribution, marketing and manufacture of petroleum-based solvents and of petrochemical manufacturers, in the distribution and marketing of process oils, other petroleum-based inputs, intermediate chemicals, special chemicals and pharmacons. IQAG is engaged in providing storage services.

These investments are in the advanced stages of the sale process and the Management of the Company estimates that the negotiations will be concluded in the first half of 2013.

 

 

42

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The transaction was submitted to the Administrative Council of Economic Defense (Conselho Administrativo de Defesa Econômica - CADE), which issued a favorable, unqualified opinion on December 7, 2012.

 

The operating profits or losses of Quantiq and IQAG were presented in the segment information as operating segment “Chemical distribution” (Note 36). The operating profits or losses of this segment were R$52,713 in 2012 and R$56,777 in 2011.

 

The profits and losses of Quantiq and IQAG in 2011 and 2012 are presented under “profit or loss from discontinued operations” in the consolidated statement of operations, and further detailed in item(c) of this Note. The assets and liabilities of these companies in 2012 are presented under “held-for-sale assets” and “held-for-sale liabilities”, respectively.

 

(a)               Asset and liability items classified as held-for-sale

 

Consolidated balance sheet information for Quantiq and IQAG.

 

 

               

2012

                 

Assets

               

Cash and cash equivalents

             

9,985

Trade accounts receivable

             

17,897

Inventories

             

106,386

Property, plant and equipment

             

56,727

Intangible assets

             

13,246

Other

             

73,587

                 

Total assets

             

277,828

                 

Liabilities

               

Trade payables

             

101,893

Borrowings

             

1,095

Payroll and related charges

             

5,232

Other

             

1,550

                 

Total liabilities

             

109,770

 

 

 

43

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Gains or losses from discontinued operations

 

Consolidated statement of operations for Cetrel, Braskem Distribuidora, Quantiq and IQAG.

 

 

 

   

Note

 

2012

 

2011

             

Net sales revenue

     

646,763

 

679,085

Cost of products sold

     

(499,110)

 

(500,574)

Gross profit

     

147,653

 

178,511

             

Selling, General and administrative expenses

     

(85,244) 

 

(115,058)

Other operating income, net

     

2,017

 

25,665

             

Operating profit

     

64,426

 

89,118

             

Financial results

     

(21,883)

 

(18,207)

Gain on sale of equity investments

     

408,719  

 

-

             

Profit before income tax and social contribution

     

451,262  

 

70,911

             

Current income tax and social contribution

     

(10,265) 

 

(14,948)

Deferred income tax and social contribution

 

22.2 (a)

 

(138,964)

 

-

             

Discountinued operations results

     

302,033

 

55,963

             

Earnings per share attributable to the shareholders of the Company

           

of continued operations at the end of the year (R$)

           

Basic earnings per share - common

     

0.2064  

 

-

Basic earnings per share - preferred

     

0.6049  

 

0.1613

Diluted earnings per share - common

     

0.2067  

 

-

Diluted earnings per share - preferred

     

0.6051  

 

0.1614

 

 

This information is presented after eliminating the operations between companies in the group.

 

 

44

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(c)               Cash flow information from discontinued operations

 

Consolidated cash flow information for Cetrel, Braskem Distribuidora, Quantiq and IQAG.

 

 

 

   

2012

 

2011

         

Profit before income tax and social contribution

42,543  

 

70,911

         

Adjustments for reconciliation of profit

     
 

Depreciation, amortization and depletion

18,136

 

17,509

 

Interest and monetary and exchange variations, net

3,035  

 

(4,091)

 

Other adjustments

1,276

 

(443)

   

 

 

 

   

64,990

 

83,886

         

Changes in operating working capital

(26,869) 

 

(22,217)

         
   

 

 

 

Net cash generated by operating activities

38,121  

 

61,669

         

Acquisitions to property, plant and equipment

(34,590) 

 

(31,668)

Acquisitions of intangible assets

(745)

 

(6,198)

Held-for-trading and held for sale financial investments

-  

 

816

   

 

 

 

Net cash used in investing activities

(35,335) 

 

(37,050)

         

Short-term and long-term debt

     
 

Obtained borrowings

-

 

55,560

 

Payment of borrowings

(20,277)

 

(7,602)

         

Non-controlling interests in subsidiaries

9,930  

 

-

         

Net cash provided by (used in) financing activities

(10,347) 

 

47,958

   

 

 

 

Increase (decrease) in cash and cash equivalents

(7,561) 

 

72,577

         

Represented by

     
 

Cash and cash equivalents at the beginning of the year

148,909  

 

76,332

 

Cash and cash equivalents at the end of the year

141,348  

 

148,909

   

 

 

 

Increase (decrease) in cash and cash equivalents

(7,561) 

 

72,577

         

 

 

 

45

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(d)               Statement of value added for discontinued operations

 

Consolidated information from the statements of value added of Cetrel, Braskem Distribuidora, Quantiq and IQAG.

 

 

     

2012

 

2011

           

Revenue

 

1,256,423

 

901,469

 

Sale of goods, products and services, including discontinued operations

 

847,564

 

875,793

 

Other income (expenses), net

 

408,859

 

25,676

           

Inputs acquired from third parties

 

(784,439) 

 

(844,466)

 

Cost of products, goods and services sold

 

(699,708) 

 

(683,614)

 

Material, energy, outsourced services and others

 

(84,731) 

 

(160,852)

           

Gross value added

 

471,984

 

57,003

           

Depreciation, amortization and depletion

 

(9,511)

 

(5,904)

           

Net value added produced by the entity

 

462,473  

 

51,099

           

Value added received in transfer

 

15,335

 

4,549

 

Results from equity investments

 

11,628

 

246

 

Financial income

 

1,830

 

4,316

 

Other

 

1,877

 

(13)

           

Total value added to distribute

 

477,808

 

55,648

           
           

Personnel

 

1,169

 

(1,130)

 

Direct compensation

 

899

 

(835)

 

Benefits

 

208

 

(232)

 

FGTS (Government Severance Pay Fund)

 

62  

 

(63)

           

Taxes, fees and contributions

 

150,935

 

(21,739)

 

Federal

 

149,945

 

(23,722)

 

Municipal

 

990

 

1.983

           

Remuneration on third parties' capital

 

23,671

 

22,554

 

Financial expenses (including exchange variation)

 

23,648

 

22,558

 

Rentals

 

23

 

(4)

           

Remuneration on own capital

 

302,033

 

55,963

 

Result from discontinued operations

 

302,033

 

55,963

           

Value added distributed

 

477,808

 

55,648

           

 

 

46

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

7                    Cash and cash equivalents

 

 

 

     

Parent Company

 

Consolidated

     

2012

 

2011

 

2012

 

2011

                   

Cash and banks

 

9,332

 

69,306

 

398,142

 

349,916

Cash equivalents:

               
 

Domestic market

 

1,278,816

 

1,748,027

 

1,293,164

 

1,899,825

 

Foreign market

 

339,780

 

407,002

 

1,596,316

 

737,078

Total

 

1,627,928

 

2,224,335

 

3,287,622

 

2,986,819

 

 

 

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.

 

 

8                    Financial investments

 

 

       

Parent Company

 

Consolidated

       

2012

 

2011

 

2012

 

2011

Held-for-trading

                 
 

Investments in FIM Sol

 

50,803

 

36,410

 

50,803

 

36,410

 

Investments in foreign currency

 

5,256

 

10,716

 

5,256

 

10,716

 

Shares

   

3,023

 

3,023

 

3,023

 

3,023

Loans and receivables

                 
 

Investments in FIM Sol

 

77,469

 

116,007

 

77,469

 

116,007

 

Investments in local currency

 

513

 

-

 

513

 

-

Held-to-maturity

                 
 

Quotas of investment funds in credit rights

 

52,559

 

34,720

 

52,559

 

34,720

 

Restricted deposits

 

-

 

2,823

 

1,281

 

4,173

 

Time deposit investment

 

-

 

-

 

15,731

 

-

 

Investments in foreign currency

 

-

 

-

 

307,639

 

-

 

Compensation of investments in foreign currency (i)

 

-  

 

-

 

(307,639)

 

-

Total

   

189,623

 

203,699

 

206,635

 

205,049

                     

In current assets

   

155,535

 

168,979

 

172,146

 

170,297

In non-current assets

   

34,088

 

34,720

 

34,489

 

34,752

Total

   

189,623

 

203,699

 

206,635

 

205,049

 

(i)       On December 31, 2012, Braskem Holanda had financial investments held to maturity that are irrevocably offset, by an export prepayment agreement of the Parent Company, in the amount of US$150 million, as provided for in the credit assignment agreement entered into between these two companies and Banco Bradesco (Note 19(b)). This offset was carried out in accordance with CPC 39 and IAS 32, which provides for the possibility of offsetting financial instruments when there is intent and rightfully executable right to realize an asset and settle a liability simultaneously.

 

 

47

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

9                    Trade accounts receivable

 

 

     

Parent company

 

Consolidated

     

2012

 

2011

 

Sep/2012

 

2011

Consumers

               
 

Domestic market

 

790,518

 

660,289

 

1,038,673

 

866,168

 

Foreign market

 

1,283,605

 

676,122

 

1,582,433

 

1,282,251

Allowance for doubtful accounts

(203,922)

 

(189,071)

 

(256,884)

 

(253,607)

Total

 

1,870,201

 

1,147,340

 

2,364,222

 

1,894,812

                   

In current assets

 

1,834,491

 

1,097,482

 

2,326,480

 

1,843,756

In non-current assets

 

35,710

 

49,858

 

37,742

 

51,056

Total

 

1,870,201

 

1,147,340

 

2,364,222

 

1,894,812

                   

 

The breakdown of trade accounts receivable by maturity is as follows:

 

 

 

 

 

Parent company

 

Consolidated

 

 

 

2012

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Accounts receivables not past due

1,397,535

743,951

 

2,051,353

 

1,708,877

Past due securities:

 

 

 

 

 

 

 

Up to 90 days

 

429,715

290,244

 

350,476

 

223,649

91 to 180 days

 

28,654

113,157

 

5,814

 

6,754

As of 180 days

 

218,219

189,059

 

213,463

 

209,139

 

 

 

2,074,123

1,336,411

 

2,621,106

 

2,148,419

Allowance for doubtful accounts

(203,922)

(189,071)

 

(256,884)

 

(253,607)

Total customers portfolio

1,870,201

1,147,340

 

2,364,222

 

1,894,812

 

 

 

 

 

 

 

 

 

                 

 

 

 

The changes in the balance of the allowance for doubtful accounts are presented below:

 

 

     

Parent company

 

Consolidated

     

2012

 

2011

 

2012

 

2011

                   

Balance of provision at the beginning of the year

(189,071)

 

(212,363)

 

(253,607)

 

(269,159)

(Provision) reverse in the year

(30,650)

 

8,392

 

(53,255)

 

4,612

Write-offs

 

15,799

 

14,900

 

27,374

 

18,671

Addition by acquisition of companies

-  

 

-

 

-

 

(7,731)

Write-off by investment sale

-  

 

-

 

818

 

-

Transfered to available for sale

-  

 

-

 

21,786

 

-

Balance of provision at the end of the year

(203,922) 

 

(189,071)

 

(256,884)

 

(253,607)

                   

 

48

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

10                Inventories 

 

 

     

Parent company

 

Consolidated

     

2012

 

2011

 

2012

 

2011

                   

Finished goods

 

1,417,380

 

1,192,940

 

2,622,736

 

2,444,547

Raw materials, production inputs and packaging

908,298

 

620,877

 

1,175,451

 

866,206

Maintenance materials

 

113,118

 

95,980

 

211,517

 

183,779

Advances to suppliers

 

10,969

 

16,522

 

61,385

 

58,200

Imports in transit and other

28,785

 

42,190

 

30,966

 

70,790

Total

 

2,478,550

 

1,968,509

 

4,102,055

 

3,623,522

 

 

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.

 

 

49

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

11                Related parties

 

The Parent Company and its subsidiaries carry out transactions among themselves and with other 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.  

 

(a)               Parent company

 

 

 

 

Balances at December 31, 2012

 

 

Assets

 

 

Current

 

Non-current

 

 

Trade
accounts receivable

 

Related Parties

 

Other

 

Total

 

Related Parties

 

Total

 

 

 

 

Receivable notes

 

Other receivable

 

 

 

 

 

Current accounts

 

Loan
 agreements

 

Other receivable

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem America

 

20,295

 

4,011

 

 

 

 

 

24,306

 

 

 

 

 

 

 

 

Braskem Argentina

 

95,273

 

 

 

20

 

 

 

95,293

 

 

 

 

 

 

 

 

Braskem Chile

 

429

 

 

 

 

 

 

 

429

 

 

 

 

 

 

 

 

Braskem Holanda

 

7,588

 

168

 

39

 

 

 

7,795

 

 

 

 

 

 

 

 

Braskem Idesa

 

-

 

3,026

 

 

 

 

 

3,026

 

 

 

 

 

 

 

 

Braskem Inc

 

478,182

 

 

 

 

 

 

 

478,182

 

 

 

7,584

 

 

 

7,584

Braskem Participações

 

-

 

96

 

 

 

 

 

96

 

1,611

 

 

 

 

 

1,611

Braskem Petroquímica

 

5,939

 

 

 

 

 

34,000

(i)

39,939

 

54,085

 

 

 

 

 

54,085

Braskem Qpar

 

1,138

 

 

 

196

 

 

 

1,334

 

849,437

 

 

 

 

 

849,437

Cetrel

 

 

 

 

 

 

 

48

(ii)

48

 

 

 

 

 

 

 

 

Lantana

 

-

 

 

 

-

 

-

 

-

 

-

 

57

 

 

 

57

Quantiq

 

 

 

 

 

 

 

610

(ii)

610

 

 

 

 

 

 

 

 

Riopol

 

5,066

 

 

 

50

 

93,500

(i)

98,616

 

 

 

 

 

 

 

 

 

 

613,910

 

7,301

 

305

 

128,158

 

749,674

 

905,133

 

7,641

 

-

 

912,774

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Propilsur

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

RPR

 

-

 

-

 

-

 

2,645

(i)

2,645

 

 

 

 

 

 

 

 

 

 

-

 

-

 

-

 

2,645

 

2,645

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borealis Brasil S.A. ("Borealis")

 

252

 

187

 

 

 

 

 

439

 

 

 

 

 

 

 

 

Sansuy Administração, Participação, Representação e Serviços Ltda ("Sansuy")

 

15,609

 

 

 

 

 

 

 

15,609

 

 

 

 

 

 

 

 

 

 

15,861

 

187

 

 

 

 

 

16,048

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Odebrecht Ambiental

 

 

 

 

 

 

 

652,100

(iii)

652,100

 

 

 

 

 

 

 

 

Petrobras

 

85,566

 

 

 

6,113

 

 

 

91,679

 

 

 

62,822

 

12,993

 

75,815

 

 

85,566

 

 

 

6,113

 

652,100

 

743,779

 

-

 

62,822

 

12,993

 

75,815

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FIM Sol

 

-

 

-

 

-

 

1,083,190

(iv)

1,083,190

 

-

 

 

 

 

 

 

 

 

-

 

-

 

-

 

1,083,190

 

1,083,190

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

715,337

 

7,488

 

6,418

 

1,866,093

 

2,595,336

 

905,133

 

70,463

 

12,993

 

988,589

                                     

 

 

(i)         Amounts in “dividends and interest on capital payable”;

(ii)       Amount in “cash and cash equivalents”: R$954,919 and in “financial investments": R$128,271;

(iii)      Amounts in “non-current assets held for sale”;

(iv)      Amounts in “other receivables”.

 

 

 

50

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

Balances at December 31, 2012

 

 

Liabilities

 

 

Current

 

Non-Current

 

 

Trade payables

 

Advances from customers

 

Borrowings

 

Accounts payable to related parties

 

Other

 

Total

 

Borrowings

 

Accounts payable to related parties

 

Other

 

Total

 

 

-

 

-

 

 

 

Advance to export

 

Payable notes

 

 

 

 

 

 

 

Advance to export

 

Payable notes

 

 

 

 

 

 

-

 

-

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem America

 

-

 

-

 

-

 

181,639

 

170

 

 

 

181,809

 

 

 

408,700

 

 

 

 

 

408,700

Braskem Holanda

 

-

 

80

 

 

 

24,382

 

 

 

 

 

24,462

 

 

 

2,521,323

 

 

 

 

 

2,521,323

Braskem Importação

 

-

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

113

 

 

 

113

Braskem Inc

 

2,677,575

 

 

 

53,406

 

 

 

800

 

 

 

2,731,781

 

3,245,562

 

 

 

86,181

(ii)

 

 

3,331,743

Braskem Petroquímica

 

863

 

 

 

 

 

 

 

 

 

 

 

863

 

 

 

 

 

 

 

 

 

 

Braskem Qpar

 

40

 

 

 

 

 

 

 

 

 

 

 

40

 

 

 

 

 

 

 

 

 

 

Politeno Empreendimentos

 

-

 

-

 

-

 

-

 

-

 

 

 

-

 

-

 

-

 

15

 

 

 

15

Quantiq

 

-

 

-

 

-

 

-

 

 

 

1,954

(i)

1,954

 

 

 

 

 

 

 

81,418

(i)

81,418

Riopol

 

954

 

 

 

 

 

 

 

 

 

 

 

954

 

 

 

 

 

651,422

(iii)

 

 

651,422

 

 

2,679,432

 

80

 

53,406

 

206,021

 

970

 

1,954

 

2,941,863

 

3,245,562

 

2,930,023

 

737,731

 

82,653

 

6,995,969

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construtora Norberto Odebrecht ("CNO")

 

1.388

 

 

 

-

 

-

 

-

 

 

 

1,388

 

-

 

 

 

-

 

 

 

 

Petrobras

 

1,193,461

 

 

 

-

 

-

 

-

 

 

 

1,193,461

 

-

 

 

 

-

 

 

 

 

 

 

1,194,849

 

-

 

-

 

-

 

-

 

-

 

1,194,849

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

-

Total

 

3,874,281

 

80

 

53,406

 

206,021

 

970

 

1,954

 

4,136,712

 

3,245,562

 

2,930,023

 

737,731

 

82,653

 

6,995,969

                                                 

 

(i)           Amounts in “liabilities related to non-current assets held for sale”;

(ii)          Amounts in “current accounts”;

(iii)        Amounts in “trade notes”.

 

51

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

Income statement transactions from January to December 31, 2012

 

 

 

 

Purchases of

 

 

 

Cost of

 

 

 

 

raw materials,

 

Financial

 

production/general

 

 

Sales

 

services and

 

income

 

and administrative

 

 

of products

 

utilities

 

(expenses)

 

expenses

Subsidiaries

 

 

 

 

 

 

 

 

Braskem America

 

13,356

 

-

 

(15,722)

 

-

Braskem Argentina

 

173,400

 

-

 

2,058

 

-

Braskem Chile

 

23,377

 

-

 

113

 

-

Braskem Finance

 

-

 

-

 

1

 

-

Braskem Holanda

 

444,607

 

-

 

(410,883)

 

-

Braskem Idesa

 

-

 

-

 

108

 

-

Braskem Inc

 

473,398

 

2,032,821

 

(593,624)

 

-

Braskem Petroquímica

 

344,950

 

218,279

 

(1)

 

-

Braskem Qpar

 

29,501

 

99,532

 

(22,822)

 

-

Ideom

 

2

 

5,500

 

 

 

 

Lantana

 

-

 

-

 

5

 

-

Quantiq

 

173,799

 

11,136

 

 

 

 

Riopol

 

157,483

 

103,846

 

 

 

 

 

 

1,833,873

 

2,471,114

 

(1,040,767)

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

Polimerica

 

-

 

-

 

28

 

-

Propilsur

 

-

 

-

 

43

 

-

RPR

 

22,509

 

1,482

 

743

 

-

 

 

22,509

 

1,482

 

814

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

Borealis

 

125,107

 

-

 

-

 

-

Sansuy

 

27,841

 

11,050

 

 

 

 

 

 

152,948

 

11,050

 

 

 

 

 

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

CNO

 

-

 

181,212

 

 

 

 

OCS - Corretora de Seguros ("OCS")

 

-

 

4,645

 

 

 

 

OSP

 

-

 

87,538

 

 

 

 

Petrobras

 

763,842

 

10,366,807

 

4,653

 

-

Refinaria Alberto Pasqualini ("Refap")

 

3,150

 

231,385

 

 

 

 

 

 

766,992

 

10,871,587

 

4,653

 

 

 

 

 

 

 

 

 

 

 

Post-employment benefit plan

 

 

 

 

 

 

 

 

Odebrecht Previdência Privada ("Odeprev")

 

-

 

-

 

-

 

20,382

 

 

-

 

-

 

-

 

20,382

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,776,322

 

13.355.233

 

(1,035,300)

 

20,382

                 

 

 

 

 

 

 

52

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 











Balances at December 31, 2011

Assets

Current

 

Non-current

Trade
accounts receivable

 


Related
parties

 

Other

 

Total

 

Related parties

 

Total

 

 

Other
receivable

   

 

 

 

Current accounts

 

Loan agreements

 

Advance for future capital increase

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem America

 

8,164

 

 

 

 

 

8,164

 

 

 

 

 

 

 

 

Braskem Argentina

 

37,149

 

 

 

 

 

37,149

 

 

 

 

 

 

 

 

Braskem Chile

 

496

 

10

 

 

 

506

 

 

 

 

 

 

 

 

Braskem Holanda

 

171,590

 

 

 

 

 

171,590

 

 

 

 

 

 

 

 

Braskem Inc

 

30,641

 

 

 

 

 

30,641

 

 

 

6,633

 

 

 

6,633

Braskem México

 

-

 

581

 

 

 

581

 

 

 

 

 

 

 

 

Braskem Petroquímica

 

77,055

 

 

 

14,273

(i)

91,328

 

 

 

 

 

649,639

 

649,639

Braskem Participações

 

-

 

96

 

 

 

96

 

1,497

 

 

 

 

 

1,497

Braskem Qpar

 

3,137

 

 

 

 

 

3,137

 

155,712

 

 

 

 

 

155,712

Ideom

 

189

 

 

 

 

 

189

 

8,987

 

 

 

 

 

8,987

Lantana

 

-

 

-

 

-

 

-

 

54

 

 

 

 

 

54

Politeno Empreendimentos

 

-

 

-

 

-

 

-

 

1

 

 

 

 

 

1

Quantiq

 

7,788

 

 

 

15,995

(i)

23,783

 

5,022

 

 

 

 

 

5,022

Riopol

 

12,977

 

 

 

 

 

12,977

 

 

 

 

 

738,799

 

738,799

 

 

349,186

 

687

 

30,268

 

380,141

 

171,273

 

6,633

 

1,388,438

 

1,566,344

Jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Propilsur

 

-

 

5,196

 

 

 

5,196

 

 

 

 

 

 

 

 

Polimerica

 

-

 

3,497

 

 

 

3,497

 

 

 

 

 

 

 

 

 

 

-

 

8,693

 

 

 

8,693

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borealis

 

2,936

 

187

 

 

 

3,123

 

 

 

 

 

 

 

 

 

 

2,936

 

187

 

 

 

3,123

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Petrobras

 

5,329

 

15,990

 

 

 

21,319

 

 

 

58,169

 

 

 

58,169

Other

 

19,953

 

103

 

 

 

20,056

 

 

 

 

 

 

 

 

 

 

25,282

 

16,093

 

 

 

41,375

 

 

 

58,169

 

 

 

58,169

EPE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

FIM Sol

 

-

 

-

 

1,665,817

(ii)

1,665,817

 

 

 

 

 

 

 

 

 

 

-

 

-

 

1,665,817

 

1,665,817

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

377,404

 

25,660

 

1,696,085

 

2,099,149

 

171,273

 

64,802

 

1,388,438

 

1,624,513

                                 

Groups of accounts in which the transactions are recorded:

 

(i)              Amounts in “dividends and interest on capital payable”;

(ii)            Amounts in “cash and cash equivalents”: R$1,513,400 and in “financial investments": R$152,417.

 

53

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

Balances at December 31, 2011

 

 

Liabilities

 

 

Current

  Non-current

 

 

Trade
payables

 

Borrowings

 

Accounts payable to
related parties

 

Total

 

Borrowings

 

Accounts payable to related parties

 

Total

 

 

 

 

 

 

Advance to export

 

Payable notes

   

 

 

 

Advance to export

 

Current accounts

 

Payable
notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem Distribuidora

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,500

 

 

 

5,500

Braskem Holanda

 

-

 

-

 

7,157

 

 

 

7,157

 

 

 

1,155,493

 

 

 

 

 

1,155,493

Braskem Importação

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

119

 

 

 

119

Braskem Inc

 

2,307,204

 

56,309

 

 

 

72,633

 

2,436,146

 

3,448,165

 

 

 

 

 

7,203

 

3,455,368

Braskem Petroquímica

 

25,523

 

 

 

 

 

 

 

25,523

 

 

 

 

 

17,726

 

 

 

17,726

Braskem Qpar

 

1,100

 

 

 

 

 

 

 

1,100

 

 

 

 

 

 

 

 

 

 

Cetrel

 

58

 

 

 

 

 

 

 

58

 

 

 

 

 

 

 

 

 

 

Ideom

 

18,899

 

 

 

 

 

 

 

18,899

 

 

 

 

 

 

 

 

 

 

IQAG

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

115

 

 

 

115

Quantiq

 

246

 

 

 

 

 

 

 

246

 

 

 

 

 

14,275

 

 

 

14,275

Riopol

 

10,476

 

 

 

 

 

 

 

10,476

 

 

 

 

 

97,136

 

 

 

97,136

 

 

2,363,506

 

56,309

 

7,157

 

72,633

 

2,499,605

 

3,448,165

 

1,155,493

 

134,871

 

7,203

 

4,745,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CNO

 

4,128

 

 

 

 

 

 

 

4,128

 

-

 

-

 

-

 

-

 

-

Petrobras

 

1,360,267

 

 

 

 

 

 

 

1,360,267

 

-

 

-

 

-

 

-

 

-

Other

 

9,930

 

 

 

 

 

 

 

9,930

 

-

 

-

 

-

 

-

 

-

 

 

1,374,325

 

 

 

 

 

 

 

1,374,325

 

-

 

-

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

3,737,831

 

56,309

 

7,157

 

72,633

 

3,873,930

 

3,448,165

 

1,155,493

 

134,871

 

7,203

 

4,745,732

                                         

 

 

54

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

Income statement transactions from January to December 31, 2011

 

 

 

 

Purchases of

 

 

 

Cost of

 

 

 

 

raw materials,

 

Financial

 

production/general

 

 

Sales

 

services and

 

income

 

and administrative

 

 

of products

 

utilities

 

(expenses)

 

expenses

Subsidiaries

 

 

 

 

 

 

 

 

Braskem America

 

12,550

 

 

 

697

 

 

Braskem Argentina

 

70,888

 

 

 

6,868

 

 

Braskem Chile

 

9,248

 

 

 

6,249

 

 

Braskem Distribuidora

 

-

 

 

 

(52)

 

 

Braskem Holanda

 

425,762

 

 

 

(37,114)

 

 

Braskem Idesa

 

-

 

-

 

(1,627)

 

 

Braskem Importação

 

-

 

-

 

(2)

 

 

Braskem Inc

 

25,366

 

3,216,145

 

(737,638)

 

 

Braskem Participações

 

-

 

-

 

1

 

 

Braskem Petroquimica

 

192,253

 

52,402

 

(1,089)

 

 

Braskem Qpar

 

15,473

 

54,598

 

14,694

 

 

Cetrel

 

153

 

25,028

 

6,169

 

 

Ideom

 

2

 

19,484

 

166

 

 

IQAG

 

-

 

-

 

(5)

 

 

ISATEC

 

-

 

 

 

55

 

 

Lantana

 

-

 

-

 

6

 

 

Politeno Empreendimentos

 

-

 

-

 

1

 

 

Quantiq

 

110,407

 

18,939

 

9,492

 

 

Riopol

 

51,552

 

140,872

 

1,020

 

 

 

 

913,654

 

3,527,468

 

(732,109)

 

 

Jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

RPR

 

14,535

 

5,362

 

 

 

 

 

 

14,535

 

5,362

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

Borealis

 

164,517

 

 

 

1,500

 

 

Sansuy

 

23,663

 

658

 

 

 

 

 

 

188,180

 

658

 

1,500

 

 

Related companies

 

 

 

 

 

 

 

 

CNO

 

-

 

190,484

 

 

 

 

OCS

 

 

 

2,348

 

 

 

 

OSP

 

 

 

205,824

 

 

 

 

Petrobras

 

893,202

 

8,334,372

 

4,427

 

 

Petrobras International Finance ("PifCo")

 

7,446

 

 

 

 

 

 

Refap

 

11,699

 

 

 

 

 

 

Other

 

 

 

 

 

(11)

 

 

 

 

912,347

 

8,733,028

 

4,416

 

 

Post-employament benefit plan

 

 

 

 

 

 

 

 

Odeprev

 

 

 

 

 

 

 

10,398

 

 

-

 

-

 

-

 

10,398

 

 

-

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

Total

 

2,028,716

 

12,266,516

 

(726,193)

 

10,398

                 

 

 

55

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)              Consolidated 

 

 

 

Balances at December 31, 2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

Liabilities

 

 

 

 

 

 

 

 

 

 

Current

 

Non-current

 

Current

 

 

Trade accounts receivable

 

Related parties

 

Other

 

Total

 

Related parties

 

Total

 

Trade payables

 

 

 

 

Receivable notes

 

Other receivable

 

 

 

 

 

Loan agreements

 

Other receivable

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled   subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RPR

 

 

 

 

 

 

 

2,645

(i)

2,645

 

 

 

 

 

 

 

 

 

 

0

 

-

 

-

 

2,645

 

2,645

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borealis

 

1,017

 

187

 

 

 

 

 

1,204

 

 

 

 

 

 

 

 

Sansuy

 

15,640

 

 

 

 

 

 

 

15,640

 

 

 

 

 

 

 

 

 

 

16,657

 

187

 

 

 

 

 

16,844

 

 

 

 

 

 

 

0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CNO

 

0

 

0

 

 

 

 

 

-

 

 

 

 

 

 

 

1,388

Odebrecht Ambiental

 

 

 

 

 

 

 

652,100

(ii)

652,100

 

 

 

 

 

 

 

 

Petrobras

 

95,462

 

 

 

13,725

 

 

 

109,187

 

62,822

 

64,805

 

127,627

 

1,505,754

 

 

95,462

 

 

 

13,725

 

652,100

 

761,287

 

62,822

 

64,805

 

127,627

 

1,507,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

112,119

 

187

 

13,725

 

654,745

 

780,776

 

62,822

 

64,805

 

127,627

 

1,507,142

                                     

 

(i)              Amounts in "dividends and interest on capital receivable".
(ii)            Amounts in "other accounts receivable".

 

Income statement transactions from January to December 31, 2012

 

Sales

of products

Purchases of

raw materials,

services and

utilities


Financial

income

(expenses)

Cost of

production/general

and administrative

expenses

 

 

 

 

 

 

 

 

Jointly-controlled subsidiary

 

 

 

 

 

 

 

 

Propilsur

 

-

 

-

 

43

 

 

RPR

 

24,434

 

42,925

 

743

 

 

 

 

24,434

 

42,925

 

786

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

Borealis

 

143,477

 

 

 

 

 

 

Sansuy

 

27,871

 

11,050

 

 

 

 

 

 

171,348

 

11,050

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

CNO

 

-

 

184,010

 

 

 

 

OCS

 

-

 

4,645

 

 

 

 

OSP

 

-

 

87,538

 

 

 

 

Petrobras

 

1,227,344

 

16,783,645

 

4,304

 

 

Refap

 

3,150

 

232,988

 

 

 

 

 

 

1,230,494

 

17,292,826

 

4,304

 

 

 

 

 

 

 

 

 

 

 

Post-employment benefit plan

 

 

 

 

 

 

 

 

Odeprev

 

-

 

-

 

-

 

24,898

 

 

-

 

-

 

-

 

24,898

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,426,276

 

17,346,801

 

5,090

 

24,898

                 

 

 

 

 

56

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

 

Balances at December 31, 2011

 

 

Assets

 

Liabilities

 

 

Current

 

Non-current

 

Current

 

Non-current

 

 

Trade accounts receivable

 

Related parties

 

Total

 

Related parties

 

Trade payables

 

Payable accounts to related parties

 

 

 

 

Other receivable

 

 

 

Loan agreements

 

 

 

Advance for future capital increase

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

    Propilsur

 

-

 

2,598

 

2,598

 

 

 

 

 

24,855

    Polimerica

 

-

 

1,748

 

1,748

 

 

 

 

 

19,978

 

 

-

 

4,346

 

4,346

 

 

 

 

 

44,833

 

 

 

 

 

 

 

 

 

 

 

 

 

    Associated companies

 

 

 

 

 

 

 

 

 

 

 

 

    Borealis

 

2,936

 

187

 

3,123

 

 

 

 

 

 

 

 

2,936

 

187

 

3,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

 

 

 

 

    CNO

 

-

 

-

 

 

 

-

 

4,128

 

 

    Petrobras

 

6,887

 

81,955

 

88,842

 

58,169

 

1,777,503

 

 

    Other

 

19,954

 

103

 

20,057

 

 

 

10,003

 

 

 

 

26,841

 

82,058

 

108,899

 

58,169

 

1,791,634

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

29,777

 

86,591

 

116,368

 

58,169

 

1,791,634

 

44,833

                         

 

 

 

 

Income statement transactions from January to December 31, 2011

 

 

 

 

Purchases of

 

 

 

Cost of

 

 

 

 

raw materials,

 

Financial

 

production/general

 

 

Sales

 

services and

 

income

 

and administrative

 

 

of products

 

utilities

 

(expenses)

 

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

    México, S. de R.L. de C.V ("CNO México")

 

-

 

16,461

 

 

 

 

    OCS

 

-

 

2,348

 

 

 

 

    OSP

 

-

 

205,824

 

 

 

 

    Petrobras

 

1,457,484

 

14,321,986

 

4,427

 

 

    Global Trading

 

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

                 

 

 

 

 

57

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

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 exceed R$ 5,000 per operation or R$ 15,000 altogether per year. This provision encompasses contracts between the Parent 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.

 

Pursuant to Brazilian Corporate Law (“Corporate Law”), officers and directors are prohibited from: (i) performing any acts of freedom with the use of the Company’s assets and in its detriment; (ii) intervening 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) receiving, 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:

 

·           Cetrel: indirect subsidiary of Odebrecht

·           CNO: indirect investor of Braskem

·           CNO México: indirect and wholly owned subsidiary of Odebrecht

·           Odebrecht Ambiental: indirect subsidiary of Odebrecht

·           OCS: direct and wholly owned subsidiary of Odebrecht

·           OPIP: direct and wholly owned subsidiary of Odebrecht

·           OSP: direct parent company of Braskem

·           Petrobras: shareholder of Braskem

·           Global Trading BV: direct and wholly owned subsidiary of Petrobras

·           Refap: indirect and wholly owned subsidiary of Petrobras

 

The transactions with related parties, except wholly-owned subsidiaries of the Company, are summarized below:

 

·           Cetrel: the following agreements were entered into:

 

(i)       In November 2012, an agreement for the acquisition of reuse water by plants installed in the Camaçari Petrochemical Complex for a period of 20 years and with an estimated value of R$120 million;

 

(ii)     In August 2010, an agreement for the treatment of the effluents discharged by the plants located in the Camaçari Petrochemical Complex for a period of four years and with a total maximum value of R$60 million.

 

·           CNO: the following partnership agreements were entered into:

 

(i)       Braskem – On February 16, 2007, with the objective of performing services in the shutdowns for maintenance and inspection in the industrial units. This agreement is valid through February 2014 and provides for a different price for each type of activity carried out by CNO

 

(ii)     Braskem S.A. – on April 4, 2011, for the construction of a butadiene plant in the state of Rio Grande do Sul (Note 1(a)(iii)), in the amount of R$129 million; and

 

58

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(iii)   Braskem Idesa – on September 28, 2012, for the engineering, procurement and construction (EPC) services of the Ethylene XXI Project. The contract has an estimated value of US$3 billion and duration through 2015.

 

·           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 17).

 

·           CNO and OSP: On December 14, 2010, Braskem S.A. entered into a partnership agreement with Consorcio Alagoas (a consortium formed by CNO and OSP) for the construction of a PVC plant in the state of Alagoas (Note 1(a)(ii))  with an estimated value of R$362 million and duration of 24 months.

 

·           Odebrecht Ambiental: On September 30, 2009, the Company entered into an agreement for the acquisition of reuse water with Aquapolo (a special purpose entity formed by Odebrecht Ambiental and the water utility Companhia de Saneamento Básico do Estado de São Paulo – SABESP for the production of industrial reuse water) by the plants located in the São Paulo Petrochemical Complex. The agreement has duration of 40 years and estimated annual value of R$84 million.

 

·           Petrobras:  

 

(i)       Naphtha 

 

The Parent Company and the subsidiary 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 itself 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, Global Trading BV, also supplies naphtha to the Company and its subsidiaries.  

 

(ii)     Propylene 

 

Braskem has propylene supply agreements with Petrobras and its subsidiary Refap through its refineries for the Company’s plants located in the Petrochemical Complexes of Triunfo, Rio de Janeiro and São Paulo. These agreements provide for the full supply of approximately 910,000 metric tons of propylene a year. The contracted propylene price is based on various international references linked to the most important markets for propylene and polypropylene, particularly the U.S., European and Asian markets.

 

(iii)   Ethane, propane and electricity

 

The subsidiary Riopol has an agreement with Petrobras for the supply of 392,500 metric tons of ethane a year, 392,500 metric tons of propane a year and 306.6 GWh of electricity a year.

 

 

59

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(iv)   Sale of various 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.

 

·           OCS: The Company entered into a risk and insurance management agreement with OCS, amounting to R$ 3 million for a period of one year, which may be renewed for two additional years.

 

(b)              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.

 

 

Non-current liabilities (parent company and consolidated)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term incentives

 

2,897

 

4,121

 

 

 

 

Total

 

2,897

 

4,121

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income statement transactions

 

Parent Company

 

Consolidated

 

 

2012

 

2011

 

2012

 

2011

Remuneration

 

 

 

 

 

 

 

 

Short-term benefits to employees and managers

 

35,026

##

29,971

##

35,026

##

32,445

Post-employment benefit

 

214

##

200

##

214

##

223

Long-term incentives

 

565

##

1,519

##

565

##

1,519

Total

 

35,805

 

31,690

 

35,805

 

34,187

 

 

 

60

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

12                Taxes recoverable

 

 

 

 

 

 

Parent Company

 

Consolidated

 

 

 

Note

 

2012

 

2011

 

2012

 

2011

Parent Company and subsidiaries in Brazil

 

 

 

 

 

 

 

 

 

 

Excise tax (IPI)

 

 

 

31,647

 

30,625

 

32,734

 

31,575

 

Value-added tax on sales and services (ICMS) - normal operations

(a)

 

447,086

 

556,422

 

845,045

 

875,108

 

ICMS - credits from PP&E

(b)

 

91,170 

 

93,124

 

141,211

 

182,856

 

Social integration program (PIS) and social contribution on revenue (COFINS) - normal operations

(c)

 

419,170

 

135,511

 

484,692

 

221,771

 

PIS and COFINS - creadis from PP&E

(c)

 

147,764

 

144,969

 

273,693

 

249,191

 

PIS and COFINS - Law 9,718/98

(d)

 

158,570

 

151,457

 

171,140

 

157,733

 

PIS - Decree-Law 2,445 and 2,449/88

(e)

 

70,856

 

180,234

 

104,256

 

199,972

 

Income tax and social contribution (IR and CSL)

(f)

 

323,924

 

242,615

 

452,867

 

372,489

 

REINTEGRA program

(g)

 

194,694

 

13,804

 

217,775

 

17,924

 

Other

 

 

 

129,612

 

120,471

 

150,980

 

152,258

 

 

 

 

 

 

 

 

 

 

 

 

Foreign subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Value-added tax

 

(h)

 

-

 

-

 

90,301

 

64,291

 

Income tax

 

 

 

-

 

-

 

177

 

17,332

 

Other

 

 

 

-

 

-

 

765

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

2,014,493

 

1,669,232

 

2,965,637

 

2,542,500

 

 

 

 

 

 

 

 

 

 

 

 

In current assets

 

 

 

1,005,842

 

606,258

 

1,476,211

 

1,036,253

In non-current assets

 

 

1,008,651

 

1,062,974

 

1,489,426

 

1,506,247

Total

 

 

 

2,014,493

 

1,669,232

 

2,965,637

 

2,542,500

                       

 

  

(a)               ICMS – normal operations

 

The Company has accumulated ICMS credits over the past few years arising mainly from 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

 

61

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

·         In São Paulo, Braskem has been taking for the use of the credit balance, based on the flexibility allowed by the existence of various establishments of the Company in that state. In addition, negotiations are being made with the state treasury department  to enable the transfer of part of the credit balance.

 

Based on the projection made by the Management of the Company for realizing these credits, the amount of R$413,576 was recorded in consolidated non-current assets (R$685,487 in 2011).

 

(b)                ICMS – credits from PP&E

 

The recognition of the balances between current and non-current takes into account the tax rules limiting the realization of ICMS tax credits on the acquisition of property, plant and equipment.

 

(c)              PIS and COFINS

 

The Company has PIS and COFINS tax credits arising materially from the internal outflows promoted by the deferment of taxes and sales destined to foreign markets and those related to the acquisition of property, plant and equipment.

 

These credits are being realized in the ordinary course of the Company’s operations, in accordance with the applicable tax rules.

 

(d)            PIS and COFINS – Law 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 are used to offset the federal taxes payable. 

 

(e)            PIS – Decree-Laws 2,445 and 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.  In fiscal year 2012, the Company offset R$90,561 with federal taxes.

 

(f)              Income tax and social contribution

 

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 and restatements by the Selic basic interest rate. These credits will be realized by offsetting other federal taxes and witholdings payable.

 

 

 

62

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(g)            REINTEGRA Program

 

On December 14, 2011, Federal Law 12,546 was approved, which created the program called “REINTEGRA”. The program aims to refund to exporters the federal taxes levied on the production chain for goods sold abroad. The amount to be refunded is equivalent to 3% of all export revenue and such credits may be made in two ways: (i) by offsetting own debits overdue or undue related to taxes levied by the Federal Revenue Service; or (ii) by a cash reimbursement.

 

On December 28, 2012, Provisional Presidential Decree 601 was enacted, which extended the program until December 31, 2013.

 

In the fiscal year ended December 31, 2012, the Company recognized credits in the amount of R$228,052 (Note 32 (c)) and offset the amount of R$28,201.

 

(h)          Value added tax – subsidiaries abroad

 

On December 31, 2012, this line included:

 

(i)     R$28,150 from sales by Braskem Alemanha to other countries. These credits are realized on a monthly basis in cash;

 

(ii)   R$62,151 from purchases of machinery and equipment for the Ethylene XXI project. These credits will be realized as from the start of operations of the project (Note 17).

 

 

13                Judicial deposits – non-current assets

 

 

 

 

Parent Company

 

Consolidated

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Judicial deposits

 

 

 

 

 

 

 

 

Tax contingencies

95,816

 

96,081

 

101,499

 

105,611

 

Labor and social security contingencies

63,712

 

50,595

 

73,177

 

60,187

 

Other

4,915

 

4,916

 

4,942

 

8,422

Total

164,443

 

151,592

 

179,618

 

174,220

                 

 

As of December 31, 2012, a portion of the above 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. In addition, on December 31, 2012, the Company maintains escrow deposits amounting to R$44,163 (R$60,215 in 2011) related to legal proceedings for which the chance of loss was deemed as probable. Such deposits are offset by their respective provisions.

 

 

 

63

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

14                Insurance claims

 

On December 31, 2012, this item under current was as follows:

 

(i)       R$138,447 related to damages receivable from losses that occurred in December 2010 and February 2011 in the furnaces and electric system at the Olefins plants of the Basic Petrochemicals unit of the Camaçari Complex; and

 

(ii)     R$8,022 related to damages receivable from losses at the Chlor-Alkali plant in the state of Alagoas.

 

In the fiscal year, the Company received R$105,846 associated with these damages.

 

 

15                Other accounts receivable (consolidated)

 

(a)               Current 

 

The main balances forming this line under current assets are:

 

(i)      R$91,090 in advances to service suppliers (R$96,213 in 2011);

 

(ii)    R$208,100 and R$444,000 in amounts receivable from Odebrecht Ambiental related to the divestment of the interests in Cetrel and Braskem Distribuidora (Note 6), respectively;

 

 

64

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)                Non-current 

 

The main balances under this item in non-current assets are:

 

(i)      Eletrobras compulsory loans

 

The compulsory loan created to benefit Eletrobras was instituted by Law 4,156/62 with the objective of financing the power industry. The amounts owed were charged monthly on the electricity bills of companies that surpassed a certain level of consumption. This compulsory loan was in force between 1962 and 1993.

 

Between 2001 and 2003, the merged companies Trikem S.A., Copesul – Companhia Petroquímica do Sul S.A. (“Copesul”), Companhia Alagoas Industrial – Cinal (“Cinal”) and the subsidiaries Alclor Química de Alagoas Ltda. (“Alclor”) and Braskem Petroquímica filed lawsuits claiming credits arising from amounts unduly paid to Eletrobras as compulsory loan, interest and monetary adjustment.

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 Eletrobras, the Federal Supreme Court (STF) consolidated the understanding of the STJ in the sense that the discussion over the matter relates to ordinary law.

In 2011, the lawsuits of Trikem S.A. and Braskem Petroquímica received final and unappealable decisions by the STJ, which exhausted the option of appealing these decisions. Accordingly, based on the opinion of its external legal advisors, the Company recognized in 2011 the corresponding credits, which, as per its understanding, are uncontested, amounting to R$51,000 and R$29,000, respectively, for the lawsuits of Trikem and Braskem Petroquímica. In 2012, the Company received the amount of R$21,932 related to part of the credits of the Braskem Petroquímica lawsuit.

 

In 2012, the lawsuits of Copesul and Cinal also received final and unappealable decisions by the STJ and/or by the Federal Regional Appellate Court – 1st Region. The Alclor lawsuit is pending trial at the STJ for the Internal Interlocutory Appeals filed by the Federal Revenue Service and by Eletrobras against the ruling that partially upheld the decision on the appeal to the STJ of the Company to apply the understanding adopted definitively in the trial of the abovementioned repetitive appeals. Therefore, in 2012, the Company recorded the amounts it deems uncontestable of the lawsuits filed by the companies Copesul, Cinal and Alclor, which totaled R$13,339.

 

The amounts recorded correspond to 60% of the total claimed and the legal counsels assess as probable the chance of obtaining a favorable outcome for receiving the remaining 40%.

On December 31, 2012, the balance of this account is R$71,895 (2011 – R$ 82,526).

 

(ii)    R$32,050 related to transaction costs of the subsidiary Braskem Idesa. These amounts will be transferred to non-current liabilities upon the inflow of funds from the Project Finance (Note 17).

 

65

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

16                Investments 

 

(a)               Information on investments

 

(a.1)    Investments by the Parent Company

  

 

 

 

 

Interest in

 

Adjusted net profit (loss)

 

Adjusted

equity

 

 

 

 

total capital (%)

 

for the period

 

 

 

 

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Braskem Alemanha

 

5.66

 

(21,739)

 

(5,897)

 

961,450

 

208,192

 

Braskem America

(i)

 

 

 

 

(22,883)

 

 

 

480,405

 

Braskem Argentina

 

96.77

 

3,385

 

(738)

 

7,850

 

4,465

 

Braskem Austria

(ii)

100.00

 

 

 

 

 

81

 

 

 

Braskem Chile

 

99.02

 

239

 

(35)

 

1,782

 

1,543

 

Braskem Distribuidora

(iii)

 

 

 

 

8,915

 

 

 

94,490

 

Braskem Holanda

 

100.00

 

(35,227)

 

(7,509)

 

1,188,368

 

489,925

 

Braskem Finance

 

100.00

 

(26,439)

 

(122,024)

 

(117,429)

 

(90,990)

 

Braskem Idesa

 

75.00

 

(19,131)

 

(14,182)

 

351,249

 

267,367

 

Braskem Importação

 

0.04

 

(1)

 

6

 

203

 

205

 

Braskem Inc.

 

100.00

 

113,839

 

(18,344)

 

301,829

 

187,990

 

Braskem Participações

 

100.00

 

(3,171)

 

(163)

 

(1,945)

 

781

 

Braskem Petroquímica

 

100.00

 

71,417

 

50,081

 

1,593,973

 

913,193

 

Braskem Qpar

 

96.96

 

(185,967)

 

49,011

 

2,536,089

 

2,722,056

 

Cetrel

 

(iv)

 

 

 

 

39,277

 

 

 

290,192

 

Ideom

 

(v)

 

 

-

 

(2,022)

 

-

 

20,762

 

IQAG

 

(vi)

0.12

 

1,750

 

128

 

3,942

 

1,690

 

Petroquímica Chile

 

97.96

 

(173)

 

1,022

 

6,535

 

6,708

 

Politeno Empreendimentos

 

99.98

 

576

 

18

 

607

 

31

 

Quantiq

(vi)

99.90

 

31,440

 

28,394

 

249,383

 

228,899

 

Riopol

 

 

100.00

 

235,965

 

66,419

 

2,632,337

 

1,767,574

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled subsidiary

 

 

 

 

 

 

 

 

 

 

 

RPR

 

 

33.20

 

24,335

 

18,339

 

128,591

 

120,655

                         

 

 

 

(i)              Investment transferred to Braskem Alemanha (Note 1(b)(xvi)).

(ii)            Company incorporated in February 2012 (Note 1(b)(vii)).

(iii)           Company divested in December 2012 (Note 1(b)(xviii)).

(iv)           Divestment in December 2012 (Nota 1(b)(xix)).

(v)            Company merged in February 2012 (Note 1 (b. (viii)).

(vi)           Company in advanced stage of divestment (Note 6).

 

 

 

 

 

 

66

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a.2)    Investments by subsidiaries

 

 

 

 

 

Interest in

 

Adjusted net profit (loss)

 

Adjusted

 

 

 

 

total capital (%)

 

for the period

 

equity

 

 

 

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem Alemanha

 

 

 

 

 

 

 

 

 

 

 

Braskem America

(i)

100.00

 

313,839

 

 

 

810,315

 

 

Braskem America

 

 

 

 

 

 

 

 

 

 

 

Braskem America Finance

 

100.00

 

1,221

 

(326)

 

(4,206)

 

(3,506)

Braskem Austria

 

 

 

 

 

 

 

 

 

 

 

Braskem Austria Finance

(vi)

100.00

 

 

 

 

 

47

 

 

 

Braskem Espanha

(vii)

100.00

 

 

 

 

 

8

 

 

Braskem Chile

 

 

 

 

 

 

 

 

 

 

 

Braskem Argentina

 

3.17

 

3,385

 

(738)

 

7,850

 

4,465

 

Petroquímica Chile

 

2.03

 

(173)

 

1,022

 

6,535

 

6,708

Braskem Distribuidora

 

 

 

 

 

 

 

 

 

 

 

Braskem Argentina

(ix)

 

 

 

 

(738)

 

 

 

4,465

 

Braskem Importação

(x)

 

 

 

 

6

 

 

 

 

 

Lantana

(xi)

 

 

 

 

9,862

 

 

 

88,272

Braskem Holanda

 

 

 

 

 

 

 

 

 

 

 

Braskem Alemanha

 

94.34

 

(21,739)

 

(5,897)

 

961,450

 

208,192

 

Propilsur

 

49.00

 

(556)

 

(1,305)

 

109,695

 

103,419

 

Polimerica

(xii)

 

 

 

 

(239)

 

 

 

71,377

Braskem Idesa

 

 

 

 

 

 

 

 

 

 

 

Braskem Idesa Serviços

 

100.00

 

422

 

309

 

2,726

 

1,982

Braskem Importação

 

 

 

 

 

 

 

 

 

 

 

Braskem México

 

0.03

 

(2,682)

 

(426)

 

 

 

2,237

Braskem Inc.

 

 

 

 

 

 

 

 

 

 

 

Braskem Chile

 

0.98

 

239

 

(35)

 

1,782

 

1,543

 

Lantana

 

3.66

 

(88,816)

 

9,862

 

(544)

 

88,272

 

Petroquímica Chile

 

0.01

 

(173)

 

1,022

 

6,535

 

6,708

Braskem Participações

 

 

 

 

 

 

 

 

 

 

 

Braskem Argentina

(ix)

0.06

 

3,385

 

 

 

7,850

 

 

 

Braskem Importação

(x)

99.96

 

(1)

 

 

 

203

 

205

 

Braskem México

 

99.97

 

(2,682)

 

(426)

 

 

 

2,237

 

Politeno Empreendimentos

 

0.02

 

576

 

18

 

607

 

31

 

Quantiq

(vi)

0.10

 

31,440

 

28,394

 

249,383

 

228,899

 

Lantana

(xi)

96.34

 

(88,816)

 

 

 

(544)

 

 

Braskem Petroquímica

 

 

 

 

 

 

 

 

 

 

 

Braskem Qpar

 

3.04

 

(185,967)

 

49,011

 

2,536,089

 

2,722,056

 

Cetrel

 

(iv)

 

 

 

 

39,277

 

 

 

290,192

Braskem Qpar

 

 

 

 

 

 

 

 

 

 

 

Common

 

100.00

 

643

 

1,194

 

7,550

 

6,906

Common

 

 

 

 

 

 

 

 

 

 

 

Quantiq

 

 

 

 

 

 

 

 

 

 

 

 

IQAG

 

(vi)

99.88

 

1,750

 

128

 

3,942

 

1,690

                         

 

(vii)          Company incorporated in August 2012 (Note 1(b)(xii)).

(viii)        Company incorporated in June 2012 (Note 1(b)(x).

(ix)            Interest acquired by Braskem Participações in December 2011.

(x)             Company acquired by Braskem Participações in August 2012.

(xi)            Company acquired by Braskem Participações in October 2012.

(xii)       Withdrawal of the interest in this investment in November 2012 (Note 1(b)(xx)).

67

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a.3)    Investments in associated companies

 

 

 

 

 

 

Parent Company and Consolidated

 

 

 

 

Interest in

 

Adjusted net profit (loss)

 

Adjusted

 

 

 

 

total capital (%)

 

for the period

 

equity

 

 

 

 

2012

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

 

 

 

 

Borealis

 

20,00

 

16,102

 

22,307

 

165,459

 

149,349

 

Companhia de Desenvolvimento

 

 

 

 

 

 

 

 

 

 

 

 

Rio Verde ("Codeverde")

 

35,97

 

(596)

 

1,561

 

46,342

 

66,606

 

Sansuy

 

20,00

 

(232)

 

(16)

 

1,722

 

1,954

                         

 

 

 

 

(a.4)    Description of the investments

 

The operations of subsidiaries and jointly-controlled subsidiaries of Braskem are as follows:

 

·      Braskem America – whose corporate purpose is to produce and market PP.

 

·      Braskem Argentina; Petroquímica Chile; Braskem Holanda – subsidiaries responsible for the sale of products manufactured by Braskem in the international market.

 

·      Braskem Áustria – main purpose of holding interests in the capital of other companies and conducting financial and commercial operations.

 

·      Braskem Alemanha – whose corporate purpose is to produce and market PP.

 

·      Braskem Espanha – main purpose of holding interests in the capital of other companies.

 

·      Braskem Finance, Braskem America Finance and Braskem Áustria – 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 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 PE and PP.

 

68

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

·      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;

 

·      Propilsur – whose corporate purpose is to install the PP production unit in Venezuela.

 

·      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.

 

69

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Changes in investments in subsidiaries, jointly-controlled subsidiaries and associates

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

Equity in results of investees

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

and

 

 

 

Adjustment

 

 

 

 

 

 

 

Currency

 

 

 

 

 

 

Balance at

 

 

 

Shares

 

Capital

 

interest on

 

Effect

 

of profit

 

Goodwill

 

 

 

Interest

 

translation

 

Alienation

 

Balance at

 

 

Dec/2011

 

Merger

 

acquisition

 

increase

 

capital

 

of results

 

in inventories

 

amortization

 

Other

 

gain

 

adjustments

 

write-off

 

2012

Subsidiaries and

jointly-controlled subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Domestic subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem Distribuidora

(i) (ii)

94,490

 

 

 

 

 

75,023

 

 

 

(85,405)

 

 

 

 

 

 

 

 

 

 

 

(84,108)

 

 

Braskem Participações

 

781

 

 

 

 

 

 

 

 

 

(1,411)

 

 

 

 

 

185

 

 

 

445

 

 

 

 

Braskem Petroquímica

(iii)

773,644

 

 

 

 

 

649,639

 

(40,000)

 

71,417

 

1,601

 

(3,436)

 

 

 

(276)

 

 

 

 

1,452,589

Braskem Qpar

 

3,632,228

 

 

 

 

 

 

 

 

 

(180,311)

 

1,958

 

(86,247)

 

 

 

 

 

 

 

 

 

3,367,628

Cetrel

(ii)

147,638

 

 

 

5,221

 

 

 

 

 

11,360

 

 

 

(1,912)

 

 

 

1,598

 

 

 

(163,905)

 

 

Ideom

(iv)

20,762

 

(23,387)

 

 

 

 

 

 

 

2,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Politeno Empreendimentos

 

31

 

 

 

 

 

 

 

 

 

576

 

 

 

 

 

 

 

 

 

 

 

 

 

607

Quantiq

 

234,169

 

 

 

 

 

 

 

(10,956)

 

31,440

 

286

 

(1,667)

 

 

 

 

 

 

 

 

 

253,272

Riopol

(iii)

1,765,777

 

 

 

 

 

738,799

 

(110,000)

 

235,965

 

(124)

 

 

 

 

 

 

 

 

 

 

 

2,630,417

RPR

 

40,063

 

 

 

 

 

 

 

(4,398)

 

7,033

 

 

 

 

 

 

 

 

 

 

 

 

 

42,698

 

 

6,709,583

 

(23,387)

 

5,221

 

1,463,461

 

(165,354)

 

93,289

 

3,721

 

(93,262)

 

185

 

1,322

 

445

 

(248,013)

 

7,747,211

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign subsidiaries

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Braskem Alemanha

(v)

12,853

 

 

 

 

 

42,579

 

 

 

(1,228)

 

 

 

 

 

 

 

 

 

218

 

 

 

54,422

Braskem America

(v)

488,191

 

 

 

 

 

 

 

 

 

237,400

 

2,025

 

 

 

 

 

 

 

24,659

 

(752,275)

 

 

Braskem Argentina

 

3,127

 

 

 

 

 

 

 

 

 

3,385

 

1,338

 

 

 

 

 

 

 

 

 

 

 

7,850

Braskem Austria

 

 

 

 

 

 

 

81

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

81

Braskem Chile

 

1,543

 

 

 

 

 

 

 

 

 

239

 

 

 

 

 

 

 

 

 

 

 

 

 

1,782

Braskem Holanda

(v)

507,737

 

 

 

 

 

712,234

 

 

 

(35,227)

 

 

 

 

 

 

 

 

 

3,624

 

 

 

1,188,368

Braskem Idesa

 

173,488

 

 

 

 

 

76,442

 

 

 

(11,970)

 

 

 

 

 

 

 

(7,239)

 

32,716

 

 

 

263,437

Braskem Inc.

 

187,990

 

 

 

 

 

 

 

 

 

113,839

 

 

 

 

 

 

 

 

 

 

 

 

 

301,829

Petroquímica Chile

 

6,708

 

 

 

 

 

 

 

 

 

(173)

 

 

 

 

 

 

 

 

 

 

 

 

 

6,535

 

 

1,381,637

 

 

 

 

 

831,336

 

 

 

306,265

 

3,363

 

 

 

 

 

(7,239)

 

61,217

 

(752,275)

 

1,824,304

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total subsidiaries and

jointly-controled subsidiaries

8,091,220

 

(23,387)

 

5,221

 

2,294,797

 

(165,354)

 

399,554

 

7,084

 

(93,262)

 

185

 

(5,917)

 

61,662

 

(1,000,288)

 

9,571,515

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Associate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borealis

 

29,870

 

 

 

 

 

 

 

(1,700)

 

3,775

 

 

 

 

 

 

 

 

 

 

 

 

 

31,945

Total associate

 

29,870

 

 

 

 

 

 

 

(1,700)

 

3,775

 

 

 

 

 

 

 

 

 

 

 

 

 

31,945

                                                             

 

 

70

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(i)         Capital increase carried out in September 2012, with the injection of assets.
(ii)       Investments sold in December 2012 (Notes 1(b)(xviii) and 1(b)(xix)).

(iii)      Capital increase carried out in April 2012 with an Advance for Future Capital Increase (AFAC). (Note 1(b)(ix)).

(iv)      Company incorporated by the Parent Company in February 2012 (Note 1(b)(viii)).

(v)       Capital increase of the subsidiaries Braskem Alemanha and Braskem Holanda with the participation of the Parent Company at Braskem America in December 2012 (Note 1(b)(xvi)).

 

(c)               Breakdown of equity accounting results

 

 

 

 

Parent company

 

 

 

Consolidated

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

Equity in results of subsidiaries, associate and jointly-controlled

 

410,413

 

152,020

 

(22,199)

 

3,270

Amortization of fair value adjustment

 

(93,262)

(i)

(52,957)

 

 

 

 

Provision for losses on investments

 

(28,199)

 

(92,036)

 

 

 

(18)

Dividends from other investments / other

 

1,462

 

484

 

(3,608)

 

(4,917)

 

 

290,414

 

7,511

 

(25,807)

 

(1,665)

 

 

 

(i)       Amortization of fair value adjustments comprises the following:

 

·      R$87,914 related to the amortization of fair value adjustments on the assets and liabilities from the business combination of Quattor. This amount is distributed in the following items of the consolidated statement of operations: “net sales revenue” of R$18,577; “cost of sales” of R$99,048; “general and administrative expenses” of R$91, and “financial results” of R$15,487. The effect of deferred income tax and social contribution over these amortizations was R$45,289.

 

·      R$5,348 related to the amortization of fair value adjustments on property, plant and equipment of the subsidiaries Braskem Petroquímica and Cetrel.

 

 

71

 


Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

17                Property, plant and equipment

 

 

 

 

 

Parent Company

 

 

Note

 

Land

 

Buildings and Improvements

 

Machinery, Equipment and Facilities

 

Projects and Stoppage in Progress

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

84,112

 

1,429,520

 

14,900,873

 

2,618,316

 

499,450

 

19,532,271

Accumulated depreciation/depletion

 

 

 

 

 

(632,144)

 

(6,767,658)

 

 

 

(306,491)

 

(7,706,293)

Provision for impairment

 

(i)

 

 

 

 

 

(160,036)

 

 

 

 

 

(160,036)

Balance as of December 31, 2011

 

 

 

84,112

 

797,376

 

7,973,179

 

2,618,316

 

192,959

 

11,665,942

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

 

 

 

 

119,352

 

1,134,434

 

545

 

1,254,331

Capitalized financial charges

 

 

 

 

 

 

 

 

 

121,577

 

 

 

121,577

Merger

 

 

 

 

 

7,880

#

1,980,094

#

(2,019,129)

#

31,155

#

-

Transfers by concluded projects

 

 

 

 

 

 

 

13,114

 

3,486

 

 

 

16,600

Transfers to intangible

 

 

 

(336)

#

(13,594)

#

(247,309)

#

-

#

(13,550)

 

(274,789)

Disposal for capitalization of subsidiarie, net of depreciation/depletion

 

1(b.(xiii))

 

 

 

(4,988)

 

(68,193)

 

 

 

(1,843)

 

(75,024)

Other disposals, net of depreciation/depletion

 

 

 

 

 

 

 

 

 

(19,406)

#

351

 

(19,055)

Depreciation / depletion

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reversal of provision

 

 

 

 

 

(51,639)

#

(1,054,099)

#

-

#

(50,084)

 

(1,155,822)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

83,776

 

735,035

 

8,716,138

 

1,839,278

 

159,533

 

11,533,760

Cost

 

 

 

83,776

 

1,423,806

 

16,766,124

 

1,839,278

 

517,951

 

20,630,935

Accumulated depreciation/depletion

 

 

 

 

 

(675,177)

 

(7,657,862)

 

 

 

(345,039)

 

(8,678,078)

Provision for impairment

 

(i)

 

 

 

 

 

(158,472)

 

 

 

 

 

(158,472)

Balance as of December 31, 2012

 

 

 

83,776

 

748,629

 

8,949,790

 

1,839,278

 

172,912

 

11,794,385

                             

 

 

   (i) Impairment of plants hibernated in 2008 and 2009.

 

72

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

 

 

 

 

Consolidated

 

 

Note

 

Land

 

Buildings and Improvements

 

Machinery, Equipment and Facilities

 

Projects and Stoppage in Progress

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

418,426

 

1,859,991

 

22,782,338

 

3,771,381

 

941,649

 

29,773,785

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

 

14,698,949

 

3,771,381

 

592,498

 

20,662,721

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

9,909

 

2,837

 

192,924

 

2,424,055

 

901

 

2,630,626

Capitalized financial charges

 

19(f)

 

 

 

 

 

 

 

162,227

 

 

 

162,227

Desconsolidation of jointly-controlled subsidiaries

 

 

 

(3,804)

 

(912)

 

(19,193)

 

(95,823)

 

(30,330)

 

(150,062)

Foreign currency translation adjustment

 

 

 

3,824

 

3,613

 

45,882

 

49,226

 

34,714

 

137,259

Transfers by concluded projects

 

 

 

1,344

 

22,700

 

2,106,861

 

(2,159,212)

 

28,307

 

 

Transfers to intangible

 

 

 

 

 

 

 

 

 

(25,891)

 

(261)

 

(26,152)

Other disposals, net of depreciation/depletion

 

 

 

(1,945)

 

(5,983)

 

(48,591)

 

(11,211)

 

(10,095)

 

(77,825)

Depreciation / depletion

 

 

 

 

 

(68,436)

 

(1,659,385)

 

 

 

(110,628)

 

(1,838,449)

Non-current assets held for sale

 

(ii)

 

(5,162)

 

(31,484)

 

(15,500)

 

(1,361)

 

(3,220)

 

(56,727)

Write off due to divestment

 

(iii)

 

(5,515)

 

(54,544)

 

(85,542)

 

(55,660)

 

(67,137)

 

(268,398)

Reversal of provision

 

 

 

 

 

 

 

1,565

 

 

 

 

 

1,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

417,077

 

1,049,258

 

15,217,970

 

4,057,731

 

434,749

 

21,176,785

Cost

 

 

 

417,077

 

1,749,193

 

24,672,589

 

4,057,731

 

805,160

 

31,701,750

Accumulated depreciation/depletion

 

 

 

 

 

(699,935)

 

(9,296,148)

 

 

 

(370,411)

 

(10,366,494)

Provision for impairment

 

(i)

 

 

 

 

 

(158,471)

 

 

 

 

 

(158,471)

Balance as of December 31, 2012

 

 

 

417,077

 

1,049,258

 

15,217,970

 

4,057,731

 

434,749

 

21,176,785

                             

 

 

(i)      Impairment of plants hibernated in 2008 and 2009.

(ii)     Transfer of assets from Quantiq and IQAG to non-current assets held for sale.

(iii)   Write-off due to divestment of the equity interests in Cetrel and Braskem Distribuidora (Note 6).

 

73

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The projects in progress mainly relate to operating improvements and to the Ethylene XXI project.

 

On December 31, 2012, the main project in progress is located in Mexico, through the subsidiary Braskem Idesa, and consists of (i) the construction of an ethane cracker to produce 1 million metric tons per year of ethylene; and (ii) the construction of 3 PE plants for the production of 1 million metric tons per year. The project, called Ethylene XXI, should require investment of US$3 billion, with the conclusion of construction and the startup of the units expected by mid-2015. For this project, Braskem Idesa has received guarantees for the supply of 66,000 barrels/day of ethane for 20 years by Pemex Gas y Petroquímica Básica (a subsidiary of Petróleos Mexicanos).

 

Braskem offered in guarantee plants, land, real estate properties and machinery and equipment in the amount of R$3,415,319 (R$3,428,276 in 2011) to comply with the obligations assumed in financing agreements (Note 19(g)).

 

(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 throughout 2012, 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 18(a)).

 

 

74

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

18                Intangible assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

 

Company

 

 

 

 

Goodwill

 

 

 

 

 

 

 

 

 

 

 

 

 

 

based on

 

 

 

 

 

Costumers

 

 

 

 

 

 

 

 

expected future

 

Brands

 

Software

 

and Suppliers

 

 

 

 

 

 

 

 

profitability

 

and Patents

 

licenses

 

Agreements

 

Total

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost

 

 

 

3,194,545

 

189,745

 

410,231

 

671,190

 

4,465,711

 

3,568,446

Accumulated amortization

 

 

 

(1,130,794)

 

(62,217)

 

(162,444)

 

(93,564)

 

(1,449,019)

 

(1,319,771)

Balance as of December 31, 2011

 

 

 

2,063,751

 

127,528

 

247,787

 

577,626

 

3,016,692

 

2,248,675

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Acquisitions

 

 

 

 

 

 

 

15,734

 

 

 

15,734

 

13,385

Foreign currency translation adjustment

 

 

 

 

 

1,060

 

1,369

 

14,700

 

17,129

 

 

Transfer

 

 

 

 

 

588

 

(588)

 

 

 

 

 

 

Transfers from PP&E

 

 

 

 

 

7,974

 

18,178

 

 

 

26,152

 

19,055

Disposals, net of depreciation/depletion

 

 

 

 

 

 

 

(448)

 

 

 

(448)

 

 

Amortization

 

 

 

 

 

(8,924)

 

(53,181)

 

(56,992)

 

(119,097)

 

(39,550)

Non-current assets held for sale

 

(i)

 

(4,833)

 

 

 

(8,413)

 

 

 

(13,246)

 

 

Write off due to divestment

 

(ii)

 

 

 

 

 

(1,950)

 

 

 

(1,950)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net book value

 

 

 

2,058,918

 

128,226

 

218,488

 

535,334

 

2,940,966

 

2,241,565

Cost

 

 

 

3,187,722

 

199,367

#

402,396

#

685,890

#

4,475,375

#

3,581,114

Accumulated amortization

 

 

 

(1,128,804)

 

(71,141)

#

(183,908)

#

(150,556)

#

(1,534,409)

#

(1,339,549)

Balance as of December 31, 2012

 

 

 

2,058,918

 

128,226

 

218,488

 

535,334

 

2,940,966

 

2,241,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Average annual rates of amortization

 

 

 

 

 

5.58%

 

11.75%

 

10.78%

 

 

 

 

 

 

(i)         Transfer of the assets and liabilities of Quantiq and IQAG to the item “Non-current assets held for sale” (Note 6).

(ii)       Write off due to divestment of the equity interests in Cetrel and Braskem Distribuidora (Note 6).

 

(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 CPC 01 (R1) and IAS 36. On December 31, 2012, 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 allocated.

 

The Polyolefins operating segment is divided into two CGUs: Polyethylene and Polypropylene. Part of the industrial plants that compose these CGUs was 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.

 

 

75

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

In October 2012, 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

 

Cash flow

 

Book value

 

CF/Book

 

 

goodwill

 

(CF)

 

(with goodwill)

 

value

CGU and operating segments

 

 

 

 

 

 

 

 

CGU - UNIB - South

 

926,854

 

15,016,575

 

1,095,423

 

13.7

Operating segment - Polyolefins

 

939,711

 

24,193,198

 

8,412,608

 

2.9

Operating segment - Vinyls

 

192,353

 

5,808,680

 

3,318,655

 

1.8

 

The following premises were adopted to determine the discounted cash flow: cash flow for 5 years based on the Business Plan, discount rate based on the Weighted Average Cost of Capital (WACC) of 10.76% p.a. and no real growth rate.

 

(b)               Sensitivity analysis

 

Given the potential impact on cash flows of the “discount rate” and the “growth rate in perpetuity”, Braskem conducted a sensitivity analysis based on changes in these variables, with cash flows shown in the table below:

 

 

 

 

 

 

 

 

 

 

-0,5% on

 

 

 

 

 

 

+0,5% on

 

growth rate

 

 

 

 

 

 

discount rate

 

to perpetuity

CGU and operating segments

 

 

 

 

 

 

 

 

CGU - UNIB - South

 

 

 

 

 

13,993,537

 

14,210,390

Operating segment - Polyolefins

 

 

 

 

 

22,060,565

 

22,481,489

Operating segment - Vinyls

 

 

 

 

 

5,322,357

 

5,414,768

Total

41,376,459

42,106,647

 

 

 

76

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

19                Borrowings 

 

 

 

 

Annual financial charges

 

Consolidated

 

 

 

 

 

Average interest

 

 

 

Monetary restatement

 

 (unless otherwise stated)

 

2012

 

2011

Foreign currency

 

 

 

 

 

 

 

 

 

Bonds and Medium term notes (MTN)

 

Note 19 (a)

 

Note 19 (a)

 

9,278,759

 

6,147,427

 

Advances on exchange contracts

(i)

US dollar exchange variation

 

1.54%

 

173,939

 

131,668

 

Export prepayments

 

Note 19 (b)

 

Note 19 (b)

 

513,610

 

1,781,346

 

BNDES

 

Note 19 (c)

 

Note 19 (c)

 

495,260

 

413,722

 

Export credit notes

 

Note 19 (d)

 

Note 19 (d)

 

787,687

 

723,153

 

Project financing (NEXI)

(ii)

Yen exchange variation

 

0.95% above Tibor

 

-

 

26,318

 

Other

 

US dollar exchange variation

 

1.58% above Libor

 

917,283

 

476,086

 

Other

 

Exchange variation (UMBNDES)

6.08%

 

768

 

 

 

Transactions costs, net

 

 

 

 

 

(60,285)

 

(84,525)

 

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

 

Export credit notes

 

Note 19 (d)

 

Note 19 (d)

 

2,384,414

 

2,281,814

 

BNDES

 

Note 19 (c)

 

Note 19 (c)

 

2,381,892

 

2,556,521

 

BNB/ FINAME/ FINEP/ FUNDES

 

 

 

7.08%

 

605,273

 

504,476

 

BNB/ FINAME/ FINEP/ FUNDES

 

TJLP

 

0.37%

 

25,746

 

40,372

 

Other

 

Post-fixed monetary correction

 

106% of CDI

 

-

 

148,158

 

Other

 

TJLP

 

2.87%

 

7,292

 

 

 

Transactions costs, net

 

 

 

 

 

-

 

(1,724)

Total

 

 

 

 

 

17,511,638

 

15,144,812

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

1,836,028

 

1,391,779

Non-current liabilities

 

 

 

 

 

15,675,610

 

13,753,033

Total

 

 

 

 

 

17,511,638

 

15,144,812

                   

 

(i)    The Company has derivative operations contracted for advances on foreign exchange contracts in order to offset fluctuations in the U.S. dollar (Note 20.2.1(a.iv)).

 

(ii)  In June 2012, the Company paid at maturity the borrowing denominated in yen contracted from Nippon Export and Investment Insurance (”NEXI ”).

 

 

 

 

 

 

 

 

 

 

 

Parent company

 

 

 

 

 

 

 

2012

 

2011

Foreign currency

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

1,026,644

 

409,580

 

Non-current liabilities

 

 

 

 

 

6,480,063

 

7,586,674

 

 

 

 

 

 

 

7,506,707

 

7,996,254

Local currency

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

861,167

 

551,939

 

Non-current liabilities

 

 

 

 

 

4,054,224

 

3,689,522

 

 

 

 

 

 

 

4,915,391

 

4,241,461

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

1,887,811

 

961,519

Non-current liabilities

 

 

 

 

 

10,534,287

 

11,276,196

Total

 

 

 

 

 

12,422,098

 

12,237,715

                     

 

 

 

77

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a)               Bonds and MTN

 

 

 

 

Issue amount

 

 

 

Interest

 

Consolidated

Issue date

 

 

(US$ in thousands)

 

Maturity

 

(% per year)

 

2012

 

2011

July 1997

 

 

250,000

 

June 2015

 

9.38

 

134,175

 

123,379

January 2004

 

 

250,000

 

January 2014

 

11.75

 

169,609

 

166,392

September 2006

 

 

275,000

 

January 2017

 

8.00

 

275,270

 

253,563

June 2008

 

 

500,000

 

June 2018

 

7.25

 

1,026,894

 

942,622

May 2010

 

 

400,000

 

May 2020

 

7.00

 

820,621

 

752,951

May 2010

 

 

350,000

 

May 2020

 

7.00

 

722,596

 

663,296

October 2010

 

 

450,000

 

no maturity date

 

7.38

 

935,776

 

858,981

April 2011

 

 

750,000

 

April 2021

 

5.75

 

1,545,798

 

1,419,013

July 2011

 

 

500,000

 

July 2041

 

7.13

 

1,053,701

 

967,230

February 2012

(i)

 

250,000

 

April 2021

 

5.75

 

516,995

 

 

February 2012

(ii)

 

250,000

 

no maturity date

 

7.38

 

519,876

 

 

May 2012

(iii)

 

500,000

 

May 2022

 

5.38

 

1,030,598

 

 

July 2012

(iv)

 

250,000

 

July 2041

 

7.13

 

526,850

 

 

Total

 

 

4,975,000

 

 

 

 

 

9,278,759

 

6,147,427

 

 

(i)       Additional issue to the operation that Braskem Finance carried out in April 2011, in the amount of US$750 million.

 

(ii)     Additional issue to the perpetual bond issue carried out by Braskem Finance in October 2010 in the amount of US$450 million.

 

(iii)   Operation conducted by Braskem Finance with semiannual interest payments on May 2 and November 2 of each year.

 

(iv)   Operation conducted by Braskem America Finance.

 

 

 

78

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Export prepayments (“EPP”)

 

 

 

 

 

Initial amount

 

 

 

 

 

 

 

 

 

 

 

of the transaction

 

 

 

 

 

Consolidated

Issue date

 

 

(US$ thousand)

 

Maturity

 

Charges (% per year)

 

2012

 

2011

December 2005

 

 

55,000

 

December 2012

 

US dollar exchange variation + semiannual Libor + 1.60

 

-

#

25,803

July 2006

(i)

 

95,000

 

June 2013

 

US dollar exchange variation + 3.17

 

-

#

33,416

July 2006

(i)

 

75,000

 

July 2014

 

US dollar exchange variation + 2.73

 

-

#

72,696

March 2007

(i)

 

35,000

 

March 2014

 

US dollar exchange variation + 4.10

 

-

#

47,147

April 2007

(ii)

 

150,000

 

April 2014

 

US dollar exchange variation + 3.40

 

-

#

282,206

March 2010

(i)

 

100,000

 

March 2015

 

US dollar exchange variation + 4.67

 

-

#

190,808

May 2010

 

 

150,000

 

May 2015

 

US dollar exchange variation + semiannual Libor + 2.40

 

307,406

#

282,093

June 2010

(i)

 

150,000

 

June 2016

 

US dollar exchange variation + semiannual Libor + 2.60

 

-

#

281,869

December 2010

 

 

100,000

 

December 2017

 

US dollar exchange variation + semiannual Libor + 2.47

 

206,204

#

187,783

March 2011

(iii)

 

200,000

 

February 2021

 

US dollar exchange variation + semiannual Libor + 1.20

 

-

#

377,525

Total

 

 

1,110,000

 

 

 

 

 

513,610

 

1,781,346

 

  

(i)       The Company prepaid these borrowings.

 

(ii)     On December 31, 2012, this borrowing of the Parent Company was offset with a financial investment by the subsidiary Braskem Holanda (Note 8).

  

(iii)   The operation established formal financial covenants for the Company. With the prepayment of this operation, the liability no longer exists. This was the only operation that imposed financial covenants on the Company.

 

 

79

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(c)               BNDES borrowings

 

 

 

 

 

 

 

 

 

Consolidated

Projects

 

Issue date

 

Maturity

 

Charges (% per year)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

 

 

Other

(i)

2005/2006

 

October 2016

 

US dollar exchange variation + 6.36

 

7,708

 

11,764

Other

(i)

2005/2006

 

May 2013

 

Monetary variation (UMBNDES) + 5.46

 

100

 

3,683

Plant PP - Paulinia

(ii)

2006

 

January 2015

 

US dollar exchange variation + 6.49

 

-

 

25,546

Limit of credit UNIB-South

(iii)

2006

 

July 2014

 

US dollar exchange variation + 5.38 to 6.06

 

10,747

 

17,866

Braskem Qpar expansion

(i)

2006/2007/2008

 

April 2016

 

US dollar exchange variation + 6.06 to 6.36

 

21,072

 

44,047

Braskem Qpar expansion

(i)

2006/2007/2008

 

January 2015

 

Monetary variation (UMBNDES) + 6.21

 

2,099

 

2,862

Limit of credit I

(iii)

2007

 

April 2015

 

US dollar exchange variation + 4.88 to 5.77

 

42,519

 

57,813

Green PE

 

2009

 

July 2017

 

US dollar exchange variation + 6.14

 

44,440

 

49,463

Limit of credit II

(iii)

2009

 

January 2017

 

US dollar exchange variation + 6.14

 

93,354

 

87,694

New plant PVC Alagoas

 

2010

 

January 2020

 

US dollar exchange variation + 6.14

 

101,647

 

68,630

Limit of credit III

(iii)

2011

 

January 2018

 

US dollar exchange variation + 5.98 to 6.01

 

143,186

 

28,169

Butadiene

 

2011

 

January 2021

 

US dollar exchange variation + 6.01

 

28,388

 

16,185

 

 

 

 

 

 

 

 

495,260

 

413,722

 

 

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

 

 

Other

(i)

2005/2006

 

September 2016

 

TJLP + 2.40 to 2.80

 

67,218

 

166,862

Plant PP - Paulinia

(ii)

2006

 

December 2014

 

TJLP + 2.40 to 3.40

 

-

 

245,014

Limit of credit UNIB-South

(iii)

2006

 

May 2014

 

TJLP + 2.02 to 3.00

 

44,432

 

92,131

Braskem Qpar expansion

(i)

2006/2007/2008

 

February 2016

 

TJLP + 1.00 to 3.50

 

197,546

 

460,270

Limit of credit I

(iii)

2007

 

April 2015

 

TJLP + 1.81 to 2.32

 

173,477

 

260,851

Green PE

 

2008/2009

 

June 2017

 

TJLP + 0.00 to 4.78

 

414,278

 

508,083

Limit of credit II

(iii)

2009

 

January 2017

 

TJLP + 2.58 to 3.58

 

319,039

 

327,902

Limit of credit II

(iii)

2009

 

January 2017

 

4.50

 

14,252

 

17,582

New plant PVC Alagoas

 

2010

 

December 2019

 

TJLP + 0.00 to 3.58

 

351,406

 

261,403

New plant PVC Alagoas

 

2010

 

December 2019

 

5.50

 

43,066

 

30,129

Limit of credit III

(iii)

2011

 

January 2018

 

TJLP + 2.05 to 3.45

 

582,981

 

122,234

Limit of credit III

(iii)

2011

 

July 2018

 

4.00

 

64,095

 

 

Butadiene

 

2011

 

December 2020

 

TJLP + 2.15 to 3.45

 

110,102

 

64,060

 

 

 

 

 

 

 

 

2,381,892

 

2,556,521

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

2,877,152

 

2,970,243

                     

 

(i)       Borrowings settled in advance.

 

(ii)     The Company settled part of these borrowings in advance.

 

(iii)   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.

 

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 are being used in the Company’s investment plan for 2011 to 2013. As of December 31, 2012, a total of R$776 million has been released, of which R$626 million was released in 2012.

   

80

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(d)               Export credit notes (“NCE”)

 

 

 

 

 

Initial amount

 

 

 

 

 

Consolidated

Issue date

 

 

of the transaction

 

Maturity

 

Charges (% per year)

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

 

 

 

November 2006

 

 

167,014

 

May 2018

 

Us dollar exchange variation + 8.10

 

161,150

#

147,991

April 2007

 

 

101,605

 

March 2018

 

Us dollar exchange variation + 7.87

 

104,029

#

95,533

May 2007

 

 

146,010

 

May 2019

 

Us dollar exchange variation + 7.85

 

154,298

#

141,636

January 2008

 

 

266,430

 

February 2020

 

Us dollar exchange variation + 7.30

 

315,973

#

290,043

March 2008

 

 

41,750

 

March 2016

 

Us dollar exchange variation + 7.50

 

52,237

#

47,950

 

 

 

722,809

 

 

 

 

 

787,687

 

723,153

 

 

 

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

 

 

 

December 2005

(i)

 

100,000

 

March 2014

 

106% of CDI

 

-

#

105,345

January 2006

(i)

 

11,500

 

January 2014

 

108% of CDI

 

-

#

7,731

April 2010

jan-1900

 

50,000

 

March 2014

 

12.16

 

65,678

#

60,861

June 2010

jan-1900

 

200,000

 

June 2014

 

12.13

 

256,471

#

237,590

September 2010

(ii)

 

71,000

 

September 2012

 

100.7% of CDI

 

-

#

81,818

February 2011

jan-1900

 

250,000

 

February 2014

 

99% of CDI

 

297,434

#

274,613

April 2011

(iii)

 

450,000

 

April 2019

 

112.5% of CDI

 

456,876

#

461,209

June 2011

jan-1900

 

80,000

 

June 2014

 

98.5% of CDI

 

91,563

#

84,572

August 2011

(iii)

 

400,000

 

August 2019

 

112.5% of CDI

 

402,527

#

404,267

October 2011

jan-1900

 

250,000

 

April 2012

 

108.3% of CDI

 

-

#

158,568

November 2011

(i)

 

400,000

 

November 2019

 

112.5% of CDI

 

-

#

405,240

January 2012

jan-1900

 

200,000

 

December 2013

 

103% of CDI

 

217,320

#

-

June 2012

jan-1900

 

100,000

 

June 2014

 

103% of CDI

 

103,818

#

-

September 2012

 

 

300,000

 

September 2015

 

103% of CDI

 

305,684

#

-

October 2012

 

 

85,000

 

September 2014

 

98.5% of CDI

 

86,419

#

-

November 2012

 

 

100,000

 

November 2013

 

106% of CDI

 

100,624

#

-

Total

 

 

3,047,500

 

 

 

 

 

2,384,414

 

2,281,814

 

 

(i)       Borrowings settled in advance.

 

(ii)     The Company had a swap operation for this borrowing, which was designated as hedge accounting. Both the borrowing and the swap were settled at maturity.

 

(iii)   The Company entered into swap transactions for these NCE contracts in order to offset the variation in the Interbank Certificate of Deposit (CDI) rate (Note 20.2.1(a.i)).

 

 

81

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(e)               Payment schedule

 

The maturity profile of the long-term amounts is as follows:

 

 

 

Consolidated

 

 

2012

 

2011

 

 

 

 

 

2013

 

-

 

1,252,464

2014

 

1,759,551

 

1,781,917

2015

 

1,515,498

 

1,123,509

2016

 

1,092,519

 

1,204,472

2017

 

715,362

 

565,456

2018

 

1,512,383

 

1,331,131

2019

 

1,146,166

 

1,536,264

2020

 

1,884,761

 

1,754,200

2021

 

2,059,513

 

1,430,065

2021 and thereafter

 

3,989,857

 

1,773,555

Total

 

15,675,610

 

13,753,033

 

(f)                Capitalized financial charges

 

The Company capitalized financial charges in the year ended December 31, 2012 in the amount of R$ 162,227 (R$101,721 in 2011), including monetary variation and part of the exchange variation. The average rate of these charges in the year was 6.98% p.a. (7.68% p.a. in 2011).

 

(g)               Guarantees 

 

Braskem gave collateral for part of its borrowings as follows:

 

 

 

 

 

 

Total

 

Total

 

 

Loans

 

Maturity

 

debt 2012

 

guaranteed

 

Guarantees

 

 

 

 

 

 

 

 

 

BNB

 

December 2022

 

310,107

 

310,107

 

Mortgage of plants, pledge of machinery and equipment

BNDES

 

January 2021

 

2,877,152

 

2,877,152

 

Mortgage of plants, land and property, pledge of machinery and equipment

FUNDES

 

May 2020

 

215,022

 

215,022

 

Mortgage of plants, land and property, pledge of machinery and equipment

FINEP

 

January 2019

 

100,912

 

100,912

 

Bank surety

FINAME

 

February 2022

 

4,978

 

5,883

 

Pledge of equipment

Other

 

May 2013

 

8,060

 

8,060

 

Mortgage of plants and promissory note

Total

 

 

 

3,516,231

 

3,517,136

 

 

 

 

(h)               Financial covenants

  

The Company settled all borrowing agreements that established limits for certain indicators related to the capacity to contract debt and pay interest.

 

 

82

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

20                Financial instruments - consolidated

 

20.1          Non-derivative financial instruments

 

 

 

 

 

 

Fair value

 

 

 

Book value

 

Fair value

 

 

Classification by category

 

hierarchy

 

Note

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

 

 

 

 

7

 

 

 

 

 

 

 

 

Cash and banks

 

Loans and receivables

 

 

 

 

 

398,142

#

349,916

#

398,142

#

349,916

Financial investments in Brazil

 

Held-for-trading

 

Level 2

 

 

 

393,348

#

435,580

#

393,348

#

435,580

Financial investments in Brazil

 

Loans and receivables

 

 

 

 

 

899,816

#

1,464,245

#

899,816

#

1,464,245

Financial investments abroad

 

Held-for-trading

 

Level 2

 

 

 

1,596,316

#

737,078

#

1,596,316

#

737,078

 

 

 

 

 

 

 

 

3,287,622

 

2,986,819

 

3,287,622

 

2,986,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial investments

 

 

 

 

 

8

 

 

 

 

 

 

 

 

FIM Sol investments

 

Held-for-trading

 

Level 2

 

 

 

50,803

#

36,410

#

50,803

#

36,410

Investments in foreign currency

 

Held-for-trading

 

Level 2

 

 

 

5,256

#

10,716

#

5,256

#

10,716

Investments in foreign currency

 

Held-to-maturity

 

 

 

 

 

15,731

 

 

 

15,731

 

 

Shares

 

Held-for-trading

 

Level 1

 

 

 

3,023

#

3,023

#

3,023

#

3,023

FIM Sol investments

 

Loans and receivables

 

 

 

 

 

77,469

#

116,007

#

77,469

#

116,007

Investments in national currency

 

Loans and receivables

 

 

 

 

 

513

#

-

#

513

#

-

Quotas of receivables investment fund

 

Held-to-maturity

 

 

 

 

 

52,559

#

34,720

#

52,559

#

34,720

Restricted deposits

 

Held-to-maturity

 

 

 

 

 

1,281

#

4,173

#

1,281

#

4,173

 

 

 

 

 

 

 

 

206,635

 

205,049

 

206,635

 

205,049

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts receivable

 

Loans and receivables

 

 

 

9

 

2,364,222

#

1,894,812

#

2,364,222

#

1,894,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Related parties

 

 

 

 

 

11

 

-

#

-

#

-

#

-

Assets

 

Loans and receivables

 

 

 

 

 

141,539

 

144,760

 

141,539

 

144,760

Liabilities

 

Loans and receivables

 

 

 

 

 

 

 

44,833

 

 

 

44,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Disposal of shareholdings

 

Loans and receivables

 

 

 

6

 

652,100

 

 

 

652,100

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade payables

 

Other financial liabilities

 

 

 

 

 

8,897,597

 

6,847,340

 

8,897,597

 

6,847,340

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Borrowings

 

 

 

 

 

19

 

 

 

 

 

 

 

 

Foreign currency

 

Other financial liabilities

 

 

 

 

 

12,166,538

 

9,699,720

 

12,920,332

 

9,956,792

Local currency

 

Other financial liabilities

 

 

 

 

 

5,404,617

 

5,531,341

 

5,405,688

 

5,531,765

 

 

 

 

 

 

 

 

17,571,155

 

15,231,061

 

18,326,020

 

15,488,557

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Debentures

 

Other financial liabilities

 

 

 

 

 

-

 

19,102

 

 

 

19,102

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other payables

 

 

 

 

 

27

 

 

 

 

 

 

 

 

Creditors for the acquisitions of shares

 

Other financial liabilities

 

 

 

 

 

256,030

 

235,968

 

256,030

 

235,968

Accounts payable to non-controlling

 

Other financial liabilities

 

 

 

 

 

260,649

 

 

 

260,649

 

-

 

 

 

 

 

 

 

 

516,679

 

235,968

 

516,679

 

235,968

 

  

 

83

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(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 and trade payables 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).

 

(b)               Fair value hierarchy

 

The Company adopts CPC 40 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.

 

 

84

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

20.2          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, 2012 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 CPCs 38, 39, 40 and IAS 39-32 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.

 

 

85

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

20.2.1    Changes in derivative financial instruments

 

 

 

 

 

 

 

 

Operation characteristics

 

 

 

Change in

 

 

 

 

 

 

 

 

Fair value

 

 

 

 

 

 

 

fair value

 

Financial

 

 

Identification

 

 

 

hierarchy

 

Principal exposure

 

Derivatives

 

2011

 

(Note 20.2.2)

 

settlement

 

2012

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-hedge accounting transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign exchange swap

(i)

 

 

Level 2

 

Yen

 

CDI

 

649

#

(142)

#

(507)

#

-

Foreign exchange swap

 

Note 20.2.1 (a.i)

 

Level 2

 

CDI

 

Dolar

 

70,969

#

189,440

#

26,208

#

286,617

Repurchase of shares swap (3º program)

 

 

 

Level 2

 

Share value

 

CDI

 

2,263

#

(4,305)

#

2,042

#

-

Repurchase of shares swap (4º program)

 

 

 

Level 2

 

Share value

 

CDI

 

-

#

(100)

#

100

#

-

Commodity swap - naphtha

(ii)

 

 

Level 2

 

Fixed price

 

Variable price

 

480

#

(24)

#

(456)

#

-

Merchandise term - ethanol

(ii)

 

 

Level 2

 

Variable price

 

Fixed price

 

(202)

#

(51)

#

253

#

-

Crack swap - naphtha

(ii)

 

 

Level 2

 

Brent (iii)

 

Naphtha

 

-

#

543

#

(543)

#

-

Non-deliverable forward ("NDF") - ethanol

(ii)

Note 20.2.1 (a.ii)

 

Level 2

 

Reais

 

Dollar

 

-

#

14,899

#

(13,108)

#

1,791

Contract for the future purchase - ethanol

(ii)

Note 20.2.1 (a.iii)

 

Level 1

 

Fixed price

 

Variable price

 

-

#

31

#

(29)

#

2

Contract for the future sale in euro

(ii)

 

 

Level 1

 

Reais

 

Euro

 

-

#

149

#

(149)

#

-

Exchange swap

 

Note 20.2.1 (a.vi)

 

Level 2

 

Dolar

 

CDI

 

-

#

5,466

#

(498)

#

4,968

 

 

 

 

 

 

 

 

 

 

74,159

 

205,906

 

13,313

 

293,378

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge accounting transactions

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

(iv)

 

 

Level 2

 

Libor

 

Fixed rate

 

19,309

#

(685)

#

(18,624)

#

-

Interest rate swaps

(v)

 

 

Level 2

 

Pre-contractual rate

 

CDI

 

(833)

#

(1,263)

#

2,096

#

-

 

 

 

 

 

 

 

 

 

 

18,476

#

(1,948)

 

(16,528)

#

-

 

 

 

 

 

 

 

 

 

 

 

#

 

 

 

#

 

Current assets (other receivables)

 

 

 

 

 

 

 

 

 

(1,035)

#

 

 

 

 

-

Current liability (derivatives operations)

 

 

 

 

 

 

 

 

 

83,392

#

 

 

 

 

293,378

Non-current liabilities (derivatives operations)

 

 

 

 

 

 

 

 

 

10,278

#

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

92,635

#

 

 

 

#

293,378

                                 

 

 

(i)       In June 2012, the Company paid at maturity the borrowing denominated in yen contracted from NEXI.

 

(ii)     The Company entered into commodity derivative operations through swap instruments and naphtha and ethanol futures in order to protect itself from the fluctuations in feedstock prices to which it was exposed in certain transactions.

 

(iii)     Brent – reference oil price.

 

(iv)   The company settled in advance the borrowings that are subject to hedge accounting (Note 19 (b.i)).

 

(v)     In September 2012, the Company settled at maturity the NCE contract that was classified as hedge accounting (Note 19(d)).

 

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. On December 31, 2012, the Company had security deposits related to NCE currency swaps (Note 20.2.1(a.i)) amounting to R$185,000.

 

 

86

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a)               Non-hedge accounting transactions

 

The Company has operations that were not designated as hedge accounting since the risks posed to the principals protected are satisfactorily represented by the coinciding results from the variation in the exposure indexes of the principal and the variation in the fair value of the derivatives.

 

The regular changes in the fair value of these derivatives are recorded as financial income or expenses in the same period in which they occur. In the fiscal year ended December 31, 2012, the Company recognized a financial expense of R$209,603.

 

(a.i)     Swaps related to NCE

 

The Company contracted swap transactions to offset the variation in the rates of the NCE contracts (Note 19(d)). In these operations, the Company receives 112.5% of the CDI rate and pays the fixed rate of the currency coupon swap, periodically and coinciding with the cash flow from debt.

 

 

 

 

 

 

 

 

 

Fair value

Identification

 

Nominal value

 

Interest rate

 

Maturity

 

2012

 

2011

Swap NCE I

 

200,000

 

5.44%

 

August 2019

 

82,812

 

32,023

Swap NCE II

 

100,000

 

5.40%

 

August 2019

 

39,008

 

13,952

Swap NCE III

 

100,000

 

5.37%

 

August 2019

 

37,333

 

12,512

Swap NCE IV

 

100,000

 

5.50%

 

April 2019

 

29,904

 

6,267

Swap NCE V

 

100,000

 

5.50%

 

April 2019

 

29,250

 

6,215

Swap NCE VI

 

150,000

 

5.43%

 

April 2019

 

38,585

 

 

Swap NCE VII

 

100,000

 

4.93%

 

April 2019

 

29,725

 

 

Total

 

850,000

 

 

 

 

 

286,617

 

70,969

 

 

 

 

 

 

 

 

 

 

 

In current liabilities (derivatives operations)

 

 

 

 

 

286,617

 

70,969

Total

 

 

 

 

 

 

 

286,617

 

70,969

                     

 

(a.ii)    NDF - ethanol

 

The Company contracted NDFs to exchange its exposure to the ethanol feedstock (traded in Brazilian real) used to make green polyethylene, which is traded in U.S. dollar. In these operations, the Company exchanges its exposure to prices in Brazilian real for U.S. dollar.

 

 

 

 

 

 

Fixed exchange

 

Maturity

 

Fair value

Identification

 

Nominal value

 

(hedge)

 

 

 

2012

 

2011

NDF

 

5,690

 

1.9237

 

January 2013

 

366

 

 

NDF

 

5,514

 

1.8552

 

January 2013

 

569

 

 

NDF

 

3,014

 

1.8102

 

January 2013

 

394

 

 

NDF

 

4,545

 

1.8580

 

January 2013

 

462

 

 

Total

 

18,763

 

 

 

 

 

1,791

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liability (hedge operations)

 

 

 

 

 

 

 

1,791

 

 

Total

 

 

 

 

 

 

 

1,791

 

 

 

 

87

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a.iii)   Future ethanol purchases

             

The Company also entered into currency swap transactions through futures to protect its cash flow, exchanging its exposure to prices in Brazilian real for U.S. dollar, since ethanol (the main feedstock used to make green polyethylene) is traded in Brazilian real.

            

Identification

     

Fixed price R$/m3

     

Fair value

 

Nominal value

 

(hedge)

 

Maturity

 

2012

 

2011

Ethanol future purchase - BMF

 

251

 

1,195.00

 

January 2013

 

2

 

 

Total

 

251

         

2

 

 

                     

In current liabilities (hedge operations)

             

2

 

 

Total

             

2

 

 

 

 

(a.iv)   Currency swaps

             

The Company contracted swaps to offset the variation in the rates of ACC contracts (Note 19). In these operations, the Company receives a fixed rate and currency variation and pays a percentage of the variation in the CDI rate, in a way that coincides with the cash flow from debt.

 

 

Identification

     

Interest rate

     

Fair value

 

Nominal value

 

(hedge)

 

Maturity

 

2012

 

2011

Swap ACC

 

35,000

 

99.85% CDI

 

November 2013

 

2,180

 

-

Swap ACC

 

50,000

 

99.75% CDI

 

November 2013

 

2,788

 

-

Total

 

85,000

         

4,968

 

-

                     

In current assets (other receivables)

             

4,968

 

-

Total

             

4,968

 

-

 

 

88

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Hedge accounting transactions

 

On December 31, 2012, all operations classified under hedge accounting had been settled.

 

(b.i)     Effectiveness test of transactions designated for hedge accounting

 

During the fiscal year, the Company showed that the derivatives held as hedge accounting were effective in offsetting the changes in the hedged item from the time the derivatives were contracted until the settlement of operations, and that all other conditions for qualifying these instruments for hedge accounting were met. Accordingly, the effective portion of the changes in the fair value of the derivatives, amounting to R$1,948 (Note 20.2.2), was recorded under "other comprehensive income", completely transferred to profit or loss after the settlement of operations.

 

(c)               Estimated maximum loss

 

The amount at risk of the derivatives held by Braskem on December 31, 2012, which is 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$19,565 thousand for the EPP swaps and US$3,361 thousand for the NCE swap.

 

20.2.2    Hedge operations presented under

“other comprehensive income” in shareholders' equity

 

The derivatives designated as cash flow hedge impacted “other comprehensive income”. The appropriations of interest are allocated to interest expenses in the financial expenses group. The table below shows the summary of changes:

 

 

       

Appropriation of

 

Change in

   
   

2011

 

interest

 

fair value

 

2012

Swaps EPP

 

(17,071)

 

16,386

 

685

 

-

Swaps NCE

 

833

 

(2,096)

 

1,263

 

-

   

(16,238)

 

14,290

 

1,948

 

-

 

In the fiscal year ended December 31, 2012, the appropriation of accrued interest and change in the fair value of derivatives designated as “cash flow hedge” was R$16,238, which, with the effect of income tax and social contribution of R$5,522, amounts to R$10,716 and is presented in “other comprehensive income” (Note 29(i)).

 

 

89

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

20.3          Credit quality of financial assets

 

(a)               Trade accounts receivable

 

Virtually none of Braskem’s clients have risk ratings assigned by credit rating agencies. For this reason, Braskem developed its own credit rating system for all accounts receivable from domestic clients and for part of the accounts receivable from foreign clients. Braskem does not apply this rating to all of its foreign clients because most accounts receivable from them are covered by an insurance policy or letters of credit issued by banks. On December 31, 2012, the credit ratings were as follows:

 

   

Percentage (%) 

 

 

2012

2011

1

Minimum risk

21.19

24.09

2

Low risk

32.04

33.04

3

Moderate risk

33.68

30.25

4

High risk

4.23

4.24

5

Very high risk             (*)

8.85

8.38

 

(*) Most clients in this group are inactive and the respective accounts are in the process of collection actions in the courts. Clients in this group that are still active buy from Braskem and pay in advance.

 

Default indicators for the periods ended

 

 

 

Domestic Market (LTM)

Export Market

(LTM)

December 31, 2012

0.28%

0.37%

December 31, 2011

0.18%

0.43%

December 31, 2010

0.13%

0.37%

 

LTM – last 12 months

 

90

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(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 credit rating agencies: Standard & Poor’s, Moody’s and Fitch Ratings.

 

 

   

2012

 

2011

Financial assets with risk assessment

       

AAA

 

2,484,788

 

2,868,992

AA+

 

190,660

 

-

AA

 

5

 

206

AA-

 

449,555

 

72,029

A+

 

120,123

 

96,464

A

 

19

 

28

A-

 

80,231

 

71,367

BB+

 

-

 

19,028

B+

 

-

 

3,590

   

3,325,381

 

3,131,704

Financial assets without risk assessment

       

Quotas of investment funds in credit rights (i)

 

103,359

 

34,720

Sundry funds (ii)

 

60,356

 

10,723

Restricted deposits (iii)

 

1,281

 

4,173

Other financial assets with no risk assessment

 

3,880

 

10,548

   

168,876

 

60,164

         

Total

 

3,494,257

 

3,191,868

 

(i)         Financial assets with no internal or external ratings and approved by the Management of the Company.

(ii)       Investment funds whose portfolio is composed of assets from major financial institutions and that comply with Braskem’s financial policy.

(iii)      Risk-free financial assets

 

Braskem’s financial policy determines “A-” as the minimum rating for financial investments. On December 31, 2011, the balances rated “B+” and “BB+" refer to the balances of the jointly-owned subsidiary Propilsur in the amount of R$19,028, and to Time Deposits with Special Guarantee (Depósitos a Prazo com Garantia Especial – DPGE) in the amount of R$3,590. DPGEs are guaranteed by the Credit Guarantee Fund – FGC (Fundo Garantidor de Crédito), which makes these investments adequate for Braskem’s policy.

 

 

91

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

20.4          Sensitivity analysis

 

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

 

On December 31, 2012, the main risks that can affect the value of Braskem’s financial instruments are:

 

·      Brazilian real/U.S. dollar exchange rate;

·      Libor floating interest rate;

·      CDI interest rate; and

·      TJLP 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, with one that is probable and two that 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 those arising from the revaluation of inventories and revenue and future costs, were not considered. Since Braskem manages its exposure to foreign exchange rate risk on a net basis, adverse effects from depreciation in the Brazilian real in relation to the U.S. dollar can be offset by opposing effects on Braskem’s operating results.

 

(b.1)    Probable scenario

 

The Market Readout published by the Central Bank of Brazil on December 28, 2012 was used to create the probable scenario for the U.S. dollar/Brazilian real exchange rate and the CDI interest rate, using the reference date of December 31, 2012. The Market Readout presents a consensus of market expectations based on a survey of the forecasts made by various financial and non-financial institutions. According to the Market Readout, by the end of 2013, the U.S. dollar will appreciate 1.3% against the Brazilian real compared to the end of 2012, and the CDI rate will be 7.25%.

 

The Market Readout does not publish forecasts for the interest rates Libor and TJLP. Therefore, the Company considered the expectations for the CDI interest rate for determining the probable scenario for those rates, given their correspondence.

 

92

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b.2)    Possible and extreme adverse scenarios

 

For the Brazilian real/U.S. dollar exchange rate, a positive change of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the exchange rate on December 31, 2012.

 

For the CDI interest rate, a positive change of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the interest rate on December 31, 2012.

 

For the Libor interest rate, a positive change of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the LIBOR rate on December 31, 2012.

 

For the TJLP interest rate, an increase of 0.5% was considered for the possible adverse scenario and of 1% for the extreme scenario based on its rate on December 31, 2012, in accordance with the upward or downward adjustments made by the government in the rate, in this order of scale.

 

The sensitivity values in the table (c) below are the changes in the value of the financial instruments in each scenario. Tables (d), (e) and (f) show the changes in future cash flows. 

 

(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%)

Bonds and MTN

 

(256,545)

(2,319,690)

(4,639,380)

BNDES

 

(13,715)

(124,013)

(248,027)

Working capital / structured operations

 

(47,079)

(47,079)

(47,079)

Raw material financing

 

(61)

(550)

(1,101)

Export prepayments

 

(14,201)

(128,403)

(256,805)

Financial investments abroad

 

53,980

488,093

976,186

Swaps

 

(28,073)

(251,664)

(510,037)

 

 

(d)               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 operations

(172)

(1,904)

(3,800)

Export prepayments

(200)

(2,207)

(4,395)

 

 

93

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(e)               Sensitivity of future cash flows to the CDI interest rate

 

The sensitivity of each instrument, including derivatives and items not covered by them, to the variation in CDI interest rate is presented in the table below:

 

 

       

Possible adverse

 

Extreme adverse

Instrument

 

Probable

 

(25%)

 

(50%)

Export credit notes

(252)

 

(2,758)

 

(5,431)

Agricultural credit note

 

(2,716)

 

(29,564)

 

(58,013)

Working capital / other

 

(243)

 

(2,654)

 

(5,225)

Financial investments in Brazil

 

2,186

 

24,181

 

48,489

 

  

(f)                Sensitivity of future cash flows to the TJLP interest rate

 

The sensitivity of each financial instrument, including derivatives and items covered by them, to the variation in TJLP interest rate is presented in the table below:

 

 

       

Possible adverse

 

Extreme adverse

Instrument

 

Probable

 

TJLP + 0.5%

 

TJLP + 1%

BNDES

 

38,137

 

(36,892)

 

(72,599)

FINEP

 

144

 

(142)

 

(281)

Other governamental agents

 

67

 

(66)

 

(132)

 

 

 

21                Taxes payable

 

       

Parent Company

 

Consolidated

   

Note

 

2012

 

2011

 

2012

 

2011

                     

Parent Company and subsidiaries in Brazil

                 
 

IPI

   

55,609

 

24,259

 

71,440

 

38,654

 

PIS and COFINS

   

-

 

-

 

5,764

 

7,172

 

Income tax and social contribution

   

16,983

 

13,792

 

54,987

 

21,787

 

ICMS

(a)

 

16,274

 

29,861

 

72,435

 

94,668

 

Federal tax payment program - Law 11,941/09

(b)

 

1,168,413

 

1,600,556

 

1,237,156

 

1,669,976

 

Other

   

47,119

 

48,040

 

59,630

 

64,521

                     

Foreign subsidiaries

                 
 

Value-added tax

   

-

 

-

 

2,538

 

40,463

 

Income tax

   

-

 

-

 

2,132

 

5,925

 

Other

   

-

 

-

 

1,460

 

-

                     
       

1,304,398

 

1,716,508

 

1,507,542

 

1,943,166

                     
 

Current liabilities

   

245,173

 

215,924

 

342,789

 

329,987

 

Non-current liabilities

   

1,059,225

 

1,500,584

 

1,164,753

 

1,613,179

 

Total

   

1,304,398

 

1,716,508

 

1,507,542

 

1,943,166

 

 

94

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a)               ICMS 

 

At December 31, 2011, the consolidated ICMS balance payable included the amount of R$53,017 related to the ICMS due on the import of equipment and parts aimed at the construction of the industrial complex of the subsidiary Riopol. In 2012, the Company made a formal consultation to the Treasury Department of the State of Rio de Janeiro (“SEFAZ”) - RJ, which released Riopol from payment of such taxes, which would come due in March 2012. Accordingly the amounts payable were written off and their corresponding credit used to offset taxes (Note 12 (b)).

 

(b)               Tax debt refinancing program – Law 11,941/09

 

In 2009, the Parent Company and the subsidiaries Braskem Qpar and Braskem Petroquímica adhered to the federal tax debit refinancing program established by Law 11.941 on May 27, 2009. The associated installments were deferred over a maximum of 180 months, which is the maximum limit permitted by said law. The law also provides for the possibility of amortizing at least 12 installments with the same reduction in penalties and interest applicable to the payment in cash of tax debits that fall under the scope of this law.

 

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. 

 

In June 2012, the Company's Management decided to pay in advance part of the installments of the Parent Company under the program, amortizing 72 installments at once, which amounted to R$403,821. After applying the benefits of cash payment to the amortization, Braskem disbursed R$301,841 on July 31, 2012. The reduction, in the amount of R$101,980, was recognized as follows: (i) the amounts corresponding to the renegotiated tax payments, of R$80,496, were recorded under “other operating income (expenses), net”; and (ii) their restatement by the Selic interest rate, as from the renegotiation date, was recorded under “financial results”, in the amount of R$21,484.

 

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. The consolidated balance on December 31, 2012 will be paid in a maximum of 142 months.

 

95

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

22                Income tax (“IR”) and social contribution (“CSL”)

 

22.1          Reconciliation of the effects of income tax

and social contribution on profit or loss

 

   

Parent Company

 

Consolidated

   

2012

 

2011

 

2012

 

2011

                 

Loss before IR and CSL and participation of non-controlling interest

 

(1,307,246)

 

(888,523)

 

(1,833,714)

 

(917,852)

                 

IR and CSL at the rate of 34%

 

444,464

 

302,098

 

623,463

 

312,070

 

   

#

     

#

 

Permanent adjustments to the IR and CSL calculation basis

               

IR and CSL on equity in results of investees

 

108,398

 

33,962

 

(7,548)

 

1,112

Effects from pre-payment of taxes

 

27,374

 

13,896

 

27,374

 

13,896

Tax losses (IR) and negative base (CSL), deferred (i)

 

1,652

 

73,773

 

1,652

 

73,773

Tax incentives (Sudene and PAT)

               

Recognition of prior period CSL

               

Results from business combination

 

-

 

-

 

-

 

10,215

Other permanent adjustments

 

(5,785)

 

(31,656)

 

9,471

 

(37,324)

                 

Effect of IR and CSL on results of operations

 

576,103

 

392,073

 

654,412

 

373,742

                 

Breakdown of IR and CSL:

   

#

     

#

 
   

-

#

-

 

-

#

-

Current IR and CSL

 

-

#

(1,712)

 

(17,269)

#

(5,492)

                 
                 

Prior period CSL

               

Current IR and CSL

 

-

#

(1,712)

 

(17,269)

#

(5,492)

   

-

#

-

 

-

#

-

Deferred IR and CSL - continued operations

 

576,103

#

393,785

 

810,645

#

379,234

IFRS - deferred

               

Deferred IR and CSL - discontinued operations

 

-  

     

(138,964)

   

Deferred IR and CSL

 

576,103

 

393,785

 

671,681

 

379,234

                 

Total IR and CSL on income statement

 

576,103

 

392,073

 

654,412

 

373,742

 

 

(i)     Constitution of deferred income tax and social contribution asses for nondeductible expenses from prior periods, especially losses due to the impairment of paralyzed industrial plants, for which the realization of corresponding tax assets became probable in 2011.

 

 

 

 

 

96

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

22.2          Deferred income tax and social contribution

 

(a)               Breakdown of and changes in deferred IR and CSL

 

  

   

 

 

 

 

 

 

Parent Company

Deferred tax - assets

 

As of December 31, 2011

 

Impact on the result / (expense) income

 

Impact on the equity / (decrease) increase

 

As of December 31, 2012

                 

Tax losses (IR) and negative base (CSL)

 

29,199

 

415,133

     

444,332

Goodwill amortized

 

60,082

 

(31,956)

     

28,126

Exchange variations

 

0

 

205,725

     

205,725

Temporary adjustments

 

173,627

 

103,922

     

277,549

Business combination - Quattor

 

89,770

         

89,770

Pension plan

 

45,604

 

4,308

     

49,912

Deferred charges - write-off

 

11,199

 

(6,002)

     

5,197

Other

 

5,521

     

(5,521)

 

0

Total do ativo

 

415,002

 

691,130

 

(5,521)

 

1,100,611

                 
       

 

 

 

 

Parent Company

Deferred tax - liabilities

 

As of December 31, 2011

 

Impact on the result / (expense) income

 

Impact on the equity / (decrease) increase

 

As of December 31, 2012

                 

Amortization of goodwill based on future profitability

 

420,537

 

89,771

     

510,308

Tax depreciation

 

129,137

 

79,712

     

208,849

Exchange variations

 

54,276

 

(54,276)

     

0

Temporary differences

 

5,779

 

2,235

     

8,014

Business combination

 

87,947

 

(2,201)

     

85,746

Write-off negative goodwill of incorporated subsidiaries

 

2,375

 

(594)

     

1,781

Additional indexation PP&E

 

168,219

 

(14,031)

     

154,188

Other

 

32,446

 

14,411

     

46,857

Total do passivo

 

900,716

 

115,027

 

0

 

1,015,743

 

 

 

                       

Impact on the result 

Impact on the equity / (decrease) increase

Write-off investment by sale

Transfer to assets held for sale

       

(expense) income

         

Deferred tax - assets

 

As of December 31, 2011

 

Continued operations

 

Discontinued operations

       

As of December 31, 2012

                             

Tax losses (IR) and negative base (CSL)

 

545,147

 

693,162

 

(138,964)

 

0

 

0

 

0

 

1,099,345

Goodwill amortized

 

63,821

 

(32,389)

 

0

 

0

 

0

 

0

 

31,432

Exchange variations

 

11,979

 

203,566

 

0

 

0

 

0

 

0

 

215,545

Temporary adjustments

 

243,806

 

129,900

 

0

 

(399)

 

(15,006)

 

(2,491)

 

355,810

Business combination

 

238,314

 

5,203

 

0

 

0

 

0

 

0

 

243,517

Pension plan

 

45,604

 

4,308

 

0

 

0

 

0

 

0

 

49,912

Deferred charges - write-off

 

82,952

 

(22,892)

 

0

 

0

 

0

 

0

 

60,060

Other

 

5,521

 

0

 

0

 

(5,521)

 

0

 

0

 

0

Total assets

 

1,237,144

 

980,858

 

(138,964)

 

(5,920)

 

(15,006)

 

(2,491)

 

2,055,621

                             
                             
       

Impact on the result

 

Impact on the equity / (increase) decrease

 

Write-off investment by sale

 

Transfer to assets held for sale

   
       

(expense) income

         

Deferred tax - liabilities

 

As of December 31, 2011

 

Continued operations

 

Discontinued operations

       

As of December 31, 2012

                             

Amortization of goodwill based on future profitability

 

474,985

 

111,872

 

0

 

0

 

0

 

0

 

586,857

Tax depreciation

 

213,684

 

177,540

 

0

 

0

 

0

 

0

 

391,224

Exchange variations

 

54,275

 

(54,275)

 

0

 

0

 

0

 

0

 

0

Temporary differences

 

321,033

 

(21,500)

 

0

 

27,967

 

0

 

0

 

327,500

Business combination

 

667,040

 

(42,223)

 

0

 

0

 

0

 

0

 

624,817

Write-off negative goodwill of incorporated subsidiaries

 

2,375

 

(594)

 

0

 

0

 

0

 

0

 

1,781

Additional indexation PP&E

 

168,220

 

(14,031)

 

0

 

0

 

0

 

0

 

154,189

Other

 

51,741

 

13,424

 

0

 

(12,911)

 

0

 

0

 

52,254

Total liabilities

 

1,953,353

 

170,213

 

0

 

15,056

 

0

 

0

 

2,138,622

 

97

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Realization of deferred income tax and social contribution

          

       

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

 

 

 

Consolidated

       

December 31,

     

2014 and

 

2016 and

 

2018

 

December 31,

     

2014 and

 

2016 and

 

2018

Deferred tax - assets

 

Note

 

2012

 

2013

 

2015

 

2017

 

thereafter

 

2012

 

2013

 

2015

 

2017

 

thereafter

                                             

Tax losses (IR) and negative base (CSL)

 

2.19

 

444,332

 

4,926

 

426,105

 

13,301

 

0

 

1,099,345

 

4,926

 

573,375

 

324,115

 

196,929

Goodwill amortized

 

(i)

 

28,126

 

18,937

 

3,172

 

2,101

 

3,916

 

31,432

 

19,368

 

4,035

 

2,963

 

5,066

Exchange variations

 

(ii)

 

205,725

 

0

 

0

 

0

 

205,725

 

215,545

 

0

 

0

 

0

 

215,545

Temporary adjustments

 

(iii)

 

277,549

 

145,717

 

9,819

 

9,819

 

112,194

 

355,810

 

161,071

 

19,291

 

13,580

 

161,868

Business combination - Quattor

 

(iv)

 

89,770

 

0

 

0

 

0

 

89,770

 

243,517

 

0

 

0

 

0

 

243,517

Pension plan

 

(v)

 

49,912

 

49,912

 

0

 

0

 

0

 

49,912

 

49,912

 

0

 

0

 

0

Deferred charges - write-off

 

(vi)

 

5,197

 

5,197

 

0

 

0

 

0

 

60,060

 

22,087

 

33,780

 

4,193

 

0

Total assets

 

0

 

1,100,611

 

224,689

 

439,096

 

25,221

 

411,605

 

2,055,621

 

257,364

 

630,481

 

344,851

 

822,925

                                             
                                             
       

 

 

 

 

 

 

 

 

Parent Company

 

 

 

 

 

 

 

 

 

Consolidated

       

December 31,

     

2014 and

 

2016 and

 

2018

 

December 31,

     

2014 and

 

2016 and

 

2018

Deferred tax - liabilities

 

Note

 

2012

 

2013

 

2015

 

2017

 

thereafter

 

2012

 

2013

 

2015

 

2017

 

thereafter

                                             

Amortization of goodwill based on future profitability

 

(vii)

 

510,308

 

0

 

0

 

0

 

510,308

 

586,857

 

0

 

0

 

0

 

586,857

Tax depreciation

 

(viii)

 

208,849

 

0

 

0

 

0

 

208,849

 

391,224

 

0

 

0

 

0

 

391,224

Temporary differences

 

(ix)

 

8,014

 

590

 

1,180

 

3,184

 

3,060

 

327,500

 

32,957

 

65,914

 

67,534

 

161,095

Business combination

 

(x)

 

85,746

 

2,201

 

4,401

 

4,401

 

74,743

 

624,817

 

40,469

 

80,938

 

80,938

 

422,472

Write-off negative goodwill of incorporated subsidiaries

 

(xi)

 

1,781

 

594

 

1,187

 

0

 

0

 

1,781

 

594

 

1,187

 

0

 

0

Additional indexation PP&E

 

(xii)

 

154,188

 

16,232

 

32,463

 

32,463

 

73,030

 

154,189

 

16,232

 

32,463

 

32,463

 

73,031

Other

     

46,857

 

0

 

0

 

0

 

46,857

 

52,254

 

0

 

0

 

0

 

52,254

Total liabilities

 

0

 

1,015,743

 

19,617

 

39,231

 

40,048

 

916,847

 

2,138,622

 

90,252

 

180,502

 

180,935

 

1,686,933

 

Basis for constitution and realization:

 

(i)         Goodwill recognized from merged investments amortized prior to Law 11,638/07, which are controlled in the Taxable Income Journal (LALUR). Tax realization is based on the tax rules for amortization.

(ii)       Exchange variation of assets and liabilities denominated in foreign currency, whose tax realization is recognized upon their receipt or settlement.

(iii)      Accounting expenses not yet deductible for calculating income tax and social contribution, whose recognition for tax purposes occurs in subsequent periods.

(iv)     Refers to: (i) tax-related goodwill generated by the acquisition of Quattor and (ii) contingencies recognized from business combinations at Quattor. Tax realization of goodwill will occur upon the merger of the investments and contingencies arising from write-offs due to the settlement or reversal of the processes involved.

(v)       Provision for the defined-benefit plan at Petros Copesul, with realization projected for 2013.

(vi)     Amounts constituted based on the deferred assets written off due to the adoption of Law 11,638/07. Tax realization is based on the application of the amortization rate used prior to the adoption of this law.

(vii)    Goodwill for the future profitability of the merged companies not amortized since the adoption of Law 11,638/07. Tax realization is associated with the impairment or realization of assets related to goodwill.

(viii)  Difference between the accounting and tax depreciation rates in accordance with Normative Rule 1 of July 29, 2011.

(ix)     Revenues not yet taxable for calculation of income tax and social contribution, whose taxation will occur in subsequent periods.

(x)       Fair value adjustments on property, plant and equipment and intangible assets identified in business combinations at Quattor, Unipar and Petroquímica Triunfo, whose tax realization is based on the depreciation and amortization of these assets.

(xi)     Write-off of negative goodwill from the merged company Cinal, which was offered as tax based on the amortization of taxes.

(xii)    Adjustments to the additional indexation of property, plant and equipment, whose tax realization is based on the depreciation of assets.

 

98

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

23                Sundry provisions

 

 

     

Parent Company

 

Consolidated

 

Note

 

2012

 

2011

 

2012

 

2011

                   

Provision for costumers bonus

(a)

 

5,594

 

10,053

 

40,666

 

13,577

Provision for recovery of environmental damages

(b)

 

25,015

 

30,451

 

32,944

 

36,777

Judicial and administrative provisions

(c)

 

126,103

 

73,168

 

333,218

 

266,302

Other

   

-

     

8,355

 

5,067

Total

   

156,712

 

113,672

 

415,183

 

321,723

                   

In current liabilities

   

11,930

 

18,759

 

52,264

 

23,629

In non-current liabilities

   

144,782

 

94,913

 

362,919

 

298,094

Total

   

156,712

 

113,672

 

415,183

 

321,723

 

 

(a)               Provision for client 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.

 

 

Legal provision

                 
     

Parent Company

 

Consolidated

 

Note

 

2012

 

2011

 

2012

 

2011

                   

Labor claims

(c.1)

 

68,375

 

27,986

 

75,697

 

36,718

                   

Tax claims

(c.2)

               

Income tax and social contribution

(i)

 

-

 

-

 

29,980

 

27,753

PIS and COFINS

(ii)

 

-

 

-

 

32,929

 

30,354

ICMS - interstate purchases

(iii)

 

-

 

-

 

79,688

 

73,457

ICMS - other

(iv)

 

-

 

-

 

56,974

 

52,518

Other

   

50,744

 

38,197

 

50,744

 

38,197

             

-

 

-

Societary claims and other

   

6,984

 

6,985

 

7,206

 

7,305

     

126,103

 

73,168

 

333,218

 

266,302

 

  

99

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(c.1)     Labor claims

 

On December 31, 2012, the Company is involved in 329 labor claims, including occupational health and security cases, that were assessed as probable losses. For these claims, the Company maintains a provision of R$75,697, which corresponds to the expected amount of disbursement upon their resolution. 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 are remote.

 

(c.2)     Tax claims

 

On December 31, 2012, Braskem has recognized a provision in the amount of R$50,744 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$199,571 for these claims arising from business combination and the chances of loss for which are considered possible.

 

On December 31, 2012, the main tax claims for which the Company maintains a provision are the following:

 

(i)                 Income tax and social contribution

 

The subsidiary Braskem Petroquímica is assessed for the payment of such taxes, in the amount of R$130 million as of December 31, 2012, represented mostly by income tax and social contribution on the foreign exchange variation in the account of investments in foreign subsidiaries in 2002. The amount of the provision recognized is based on the estimate of future 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.

 

The Company’s management expects this case to be terminated by 2015.

             

 

100

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(ii)               PIS and COFINS taxes

 

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 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 the associated company.

 

On December 31, 2012, the total amount involved in these claims is R$84 million. The amount of the provision recognized is based on the estimate of future 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 presented in the purchase 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, 2012, the amount involved is R$379 million. The amount of the provision recognized is based on the estimate of future disbursement made by an external legal advisor taking into consideration the case law on the matters at the administrative and judicial levels.

 

No judicial deposits or other types of security were accrued for this procedure.

 

Management estimates that this case should be terminated by 2019.

 

 

101

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(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 an alleged 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, 2012, the total amount involved in these claims is R$142 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.

 

No judicial deposits or other types of security were accrued for this procedure.

 

The Company’s management estimates that these cases should be terminated by 2020.

 

(d)               Changes in provisions

 

 

     

Parent Company

         

Recovery of

       
         

environmental

 

Legal

   
     

Bonus

 

damage

 

provisions

 

Total

                   

December 31, 2011

   

10,053

 

30,451

 

73,168

 

113,672

                   

Additions, inflation adjustments and exchange variation, net

   

15,840  

 

15,211

 

53,596

 

84,647

Write-offs through usage and payments

   

(20,299) 

 

(20,647)

 

(661)

 

(41,607)

                   

December 31, 2012

   

5,594

 

25,015

 

126,103

 

156,712

                   
 

Consolidated

     

Recovery of

           
     

environmental

 

Legal

       
 

Bonus

 

damage

 

provisions

 

Other

 

Total

                   

December 31, 2011

13,577

 

36,777

 

266,302

 

5,067

 

321,723

                   

Additions, inflation adjustments and exchange variation, net

58,387

 

18,622

 

68,285

 

3,288

 

148,582

Write-offs through usage and payments

(31,298)

 

(22,455)

 

(1,369)

 

-

 

(55,122)

                 

-

December 31, 2012

40,666

 

32,944

 

333,218

 

8,355

 

415,183

 

 

102

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

24                Long-term incentive

 

A long-term non-share-based plan (“ILP”) was approved at the Shareholders’ Meeting held in September 2005, under which the participants in strategic programs can acquire securities issued by the Company that are called “Certificates of Investment Units”. The objective of the plan is, among others, to align the interests of participants in strategic programs in the creation of long-term value with those of shareholders, in order to motivate the vision and commitment of these 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 Business Leader may propose to the Board of Directors the program for the respective period including the appointment of 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 Certificates of Investment Units.

 

The Investment Unit has its value 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 1 to March 31. 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 (equivalent to the dividends paid by Braskem), called “Gama”.

 

The Investment Unit (and its related certificate) is issued in its holder’s name and can be redeemed under 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;

·   annually, upon the issue of Gama Investment Units (equivalent to dividends); and

·   in the event of the termination of the employment and/or representation relationship.

 

 

103

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The balances at December 31, 2012 and 2011 are as follows:

 

 

 

2012

 

2011

 

Quantity

 

Amount

 

Quantity

 

Amount

               

Investment units

             

Issued (Alfa units)

427,313

 

6,200

 

538,978

 

10,429

Bonus (Beta units)

389,336

 

4,205

 

512,195

 

4,784

Total

816,649

 

10,405

 

1,051,173

 

15,213

 

 

25                Post-employment benefits

 

25.1          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, 2012, the number of active participants in ODEPREV totals 5,404 (2011 – 5,259). The contributions made by the Company in the year amounted to R$24,897 (2011 - R$13,873) and the contributions made by the participants amounted to R$44,070 (2011 - R$39,927). In 2011, it was started the process for the integration of new participants at the subsidiaries Braskem Qpar, Braskem Petroquímica, Ripol and Quantiq in the ODEPREV plan.

 

(b)               Triunfo Vida

 

Braskem, due to the merger of Petroquímica Triunfo S.A., became a sponsor of Triunfo Vida. On May 31, 2010, the Company requested to withdraw its sponsorship of this plan and on July 27, 2012 PREVIC – National Superintendence of Supplementary Pension Plan (“PREVIC”) approved the withdrawal without the need for any further disbursements by Braskem.

 

 

104

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

25.2          Defined benefit plans

 

(a)               PETROS - Fundação Petrobras de Seguridade Social

 

(a.i)     PETROS Copesul Plan

 

Braskem, due to the merger of Copesul, became the sponsor of the Petros Copesul plan. On September 28, 2012, PREVIC approved the withdrawal of sponsorship of this plan by Braskem. The payment of the mathematical reserves of participants is expected to be made in the first half of 2013. For this reasons, the provisioned amount of R$147,175 (Note 27 (a)) was transferred to current liabilities.

 

(a.ii)    PETROS PQU Plan

 

With the acquisition of Quattor, in April 2010, the Company assumed the liabilities of Petros PQU.  On August 6, 2012, PREVIC approved the sponsorship withdrawal process, which had been requested on September 30, 2009. The payment of the mathematical reserves to participants is expected to be made in the first half of 2013. Due to the plan’s surplus situation, no provision has been accrued.

 

(b)               Novamont – Braskem America

 

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, 2012, the plan has 53 active participants (2011 – 56). In 2012 and 2011, no contributions were made by the Company or by participants.

 

(c)               Braskem Alemanha defined benefit plan

 

With the acquisition of the PP business from Dow Chemical, Braskem Alemanha became the sponsor of the defined benefit plan of the employees of the plants located in that country. At December 31, 2012, the plan has 96 (2011 – 96) active participants. In 2012 and 2011, no contributions were made by Braskem Alemanha and participants.

 

The defined benefit plan of Braskem Alemanha is a non-contribution plan, that is, the contributions of the sponsor are managed directly by the company and this type of plan is allowed by legislation of that country.

 

(d)               Defined benefit plan of Braskem Idesa Serviços

 

The employees of the subsidiary Braskem Idesa Serviços receive retirement benefits that are granted when the employee retires or reaches retirement age. On December 31, 2012, the plan had 65 active participants. During 2012, no contributions were made by Braskem Idesa Serviços or by the participants.

 

The defined benefit plan of Braskem Idesa Serviços does not feature contributions, i.e., the funds of the sponsor are managed directly by the company, with this type of plan permitted by the country’s legislation.

 

 

105

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

25.2.1    Composition and changes in the balances of the defined benefit plans

 

(a)               Amounts in balance sheet

 

   

Parent Company

 

Consolidated

   

2012

 

2011

 

2012

 

2011

                 

Novamont Braskem America

 

-

 

-

 

999

 

821

Petros Copesul

(i)

-

 

134,506

 

-

 

134,506

Braskem Alemanha

 

-

 

-

 

17,399

 

14,248

Braskem Idesa

 

-

 

-

 

492

 

-

   

-

 

134,506

 

18,890

 

149,575

 

(i)   The amount of the provision of Petros Copesul was transferred to “other accounts payable” (Note 27(a)), under current liabilities, due to the approval of Braskem’s withdrawal by PREVIC, as mentioned in Note 25.2(a.i).

 

  

       

 

 

Consolidated

   

Note

 

2012

 

2011

             

Benefit obligations

     

(832,275)

 

(780,561)

Fair value of plan assets

     

645,978

 

589,116

Funded status of the plan

     

(186,297)

 

(191,445)

Past service cost not recognized

     

1,014

 

4,182

Actuarial gains

     

19,218

 

37,688

Consolidated net balance

     

(166,065)

 

(149,575)

             

In current liability

 

25.2(a.i)

 

(147,175)

 

-

In non-current liability

     

(18,890)

 

(149,575)

       

(166,065)

 

(149,575)

 

 

 

106

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Change in defined benefit obligations

  

       

 

 

Consolidated

   

Note

 

2012

 

2011

             

Balance at beginning of year

     

780,561

 

680,010

Acquisition of company

 

 

 

-

 

13,661

New plan

 

25.2(d)

 

233

 

-

Current service cost

     

6,425

 

7,309

Interest cost

     

59,992

 

70,480

Special retirement

     

-

 

278

Benefits paid

     

(37,746)

 

(41,379)

Change of plan

     

-

 

1,026

Actuarial losses

     

19,138

 

46,951

Exchange variation

 

 

 

3,672

 

2,225

Balance at the end of the year

     

832,275

 

780,561

 

 

(c)               Change in fair value plan assets

  

       

 

 

Consolidated

   

Note

 

2012

 

2011

             

Balance at beginning of the year

     

589,116

 

541,761

Acquisition of company

     

-

 

632

Actual return on plan assets

     

(22,032)

 

83,781

Employer contributions

     

177

 

-

Employee contributions

     

2,525

 

2,955

Current expenses

     

(38)

 

(35)

Benefits paid

     

(37,536)

 

(42,140)

Plan curtailment

 

25.2(a.i)

 

112,058

 

-

Exchange variation

     

1,708

 

2,162

Balance at the end of the year

     

645,978

 

589,116

 

 

(d)               Amounts recognized in profit or loss

  

   

 

 

Consolidated

   

2012

 

2011

         

Current service cost

 

(6,425)

 

(7,309)

Interest cost

 

(59,992)

 

(70,480)

Expected return on plan assets

 

45,572

 

54,720

Amortization of actuarial gains

 

(5,977)

 

(32)

Amortization of unrecognized service cost

 

(3,260)

 

(2,783)

Actuarial losses

 

(4)

 

-

Charges on special retirement

 

-

 

(278)

   

(30,086)

 

(26,162)

 

The amounts recognized in the statement of operations refer to transactions involving the defined benefit pension plans that are recognized in “other operating (revenues) expenses, net” and in “financial results”, depending on their nature.

 

107

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(e)               Actuarial assumptions

 

   

Percentage (%)

   

2012

 

2011

       

United

             

United

   
   

Brazil

 

States

 

Germany

 

Mexico

 

Brazil

 

States

 

Germany

                             

Discount rate

 

4.25

 

5.00

 

5.75

 

6.00

 

6.00

 

5.70

 

5.75

Inflation rate

 

4.50

 

3.00

 

2.00

 

5.00

 

4.50

 

3.00

 

n/a

Expected return on plan assets

 

4.25

 

7.50

 

n/a

 

n/a

 

10.50

 

1.00

 

n/a

Rate of increase in future salary levels

 

n/a

 

n/a

 

3.00

 

4.00

 

4.50

 

n/a

 

3.00

Rate of increase in future pension plan

 

n/a

 

n/a

 

n/a

 

n/a

 

4.50

 

n/a

 

2.25

  

(f)                Hierarchy of fair value assets

 

   

Percentual (%)

   

2012

 

2011

   

Level 1

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Total

                         

Investment fund - equity

 

-

 

-

 

39.41

 

-

 

-

 

39.41

Receivables

 

-

 

-

 

18.68

 

-

 

-

 

18.68

Government debt securities

 

-

 

-

 

12.78

 

-

 

-

 

12.78

Shares

 

-

 

-

 

14.17

 

-

 

-

 

14.17

Real estate

 

-

 

-

 

-

 

-

 

5.57

 

5.57

Investment fund - fixed income

 

100.00

 

100.00

 

4.93

 

-

 

-

 

4.93

Debt securities

 

-

 

-

 

-

 

1.01

 

0.47

 

1.47

Other assets

 

-

 

-

 

1.98

 

-

 

-

 

1.98

Loans

 

-

 

-

 

-

 

-

 

1.02

 

1.02

Fair value of plan assets

 

100.00

 

100.00

 

91.94

 

1.01

 

7.05

 

100.00

 

  

On December 31, 2012, the balance of the fair value of assets is represented by the assets of the Novamont defined benefit plan of Braskem America. As mentioned in items 25.2(c) and 25.2(d) of this Note, the defined benefit plans of Braskem Alemanha and of Braskem Idesa Serviços are not contribution-based plans and as such, on December 31, 2012, these plans had no assets.

 

 

108

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

26                Advances from clients

 

The balance includes advances amounting to R$358,428 (R$218,531 in 2011) from four clients overseas for the acquisition of products for supply between February 2013 and December 2016.

 

27                Other accounts payable

 

(a)               Current 

 

On December 31, 2012, the main balances in this item were:

 

(i)       amounts payable to the non-controlling shareholder of Braskem Idesa, in the amount of R$260,649, due in February 2013, arising from loans for the Ethylene XXI Project, which will be reimbursed upon disbursement of funds from the associated Project Finance structure (Note 17).

 

(ii)     amounts payable to Plano Petros Copesul, in the amount of R$147,175 (Note 25.2(a.i)).

 

(b)               Non-current 

 

On August 9, 2010, as part of the business combination of Quattor (currently named Braskem Qpar), BNDES Participações S.A. (“BNDESPAR”) exercised its option to sell the shares in Riopol. The balance, on December 31, 2012, is R$256,030 (2011 – R$235,968).

 

The purchase price will be paid in 3 installments, with restatement by the TJLP, as follows:

 

·                On June 11, 2015, the amount corresponding to 15% of the purchase price;

·                On June 11, 2016, the amount corresponding to 35% of the purchase price; and

·                On June 11, 2017, the amount corresponding to 50% of the purchase price.

 

 

 

109

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 below:

 

 

Note

 

2012

 

2011

           

Labor claims

(a)

 

698,036

 

768,022

Tax claims

(b)

 

2,967,799

 

3,455,777

Other lawsuits

(c)

 

411,324

 

416,321

Total

   

4,077,157

 

4,640,120

 

(a)               Labor 

 

At December 31, 2012, the Company is involved in 1,483 indemnity and labor claims for which the chances of loss are considered possible. Among these claims are:

 

(a.1)    Class actions filed by the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (State of Rio Grande do Sul), in the second quarter of 2005, claiming the payment of overtime amounting to R$23 million. The chances of loss are deemed as possible. In this group of actions, in addition to those classified as having a possible chance of loss, there are others amounting to R$693 million that were classified as having a remote chance of loss.

 

All actions in progress are with the Superior Labor Court and Management expects them to be judged by 2014.

 

Two of these actions were awarded a final and unappealable decision in favor of the Company.

 

There are judicial deposits related to these claims.

 

(a.2)    Class actions filed by the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (State of Rio Grande do Sul) in the third quarter of 2010 claiming the payment of overtime referring to work breaks and integration into base salary of the remunerated weekly day-off amounting to R$287 million.

 

All of these lawsuits were assessed as possible losses and the Management of the Company does not expect to disburse any amounts upon their closure.

 

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 2014.

 

No judicial deposit or other form of security was accrued for these claims.

 


110

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Tax 

 

On December 31, 2012, 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. On December 31, 2012 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 due to various alleged irregularities. The main one was that the Department understood that there should be the unconditional refund of ICMS credit upon the sale of goods with reduction in the tax calculation base.

 

In 2012, the SEFAZ-BA, when responding to a consultation made by another taxpayer on the matter, supported the Company’s procedure. This led Braskem’s legal counsel to alter their assessment of the proceeding from a possible chance of loss to a remote chance of loss.

 

(b.2)    ICMS - sundry

 

The Company is involved in many ICMS collection claims related to assessment notices drawn up mainly by the Finance Department of the States of São Paulo, Bahia and Alagoas. On December 31, 2012, the adjusted amounts of these claims total R$974 million and 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 inputs questioned do not physically compose the final product. However, the Judicial branch has a precedent that says that the input 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;

 

·           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;

 

·           non-payment of ICMS on the sale of products subject to tax substitution and credit from acquisitions of products subject to tax substitution;

 

·           fines for the failure to register invoices.

 

The Company’s legal advisors estimate that: (i) these 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, these contingencies could be settled for up to 40% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

 

111

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

No judicial deposit or other form of security was accrued for these claims.

 

(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, 2012, the adjusted amounts involved of these assessments total R$321 million.

 

The Company’s external legal advisors estimate that: (i) these 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, these contingencies could be settled for up to 50% of the amounts in dispute. This estimate is based on the probability of loss 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.

 

 (b.4)   Income tax - BEFIEX

 

In 2007, the Company was assessed by the Federal Revenue Service for two alleged irregularities in the payment of income tax for the calendar year 2001. The first matter of the notice of deficiency was related to the full offsetting of tax losses in view of the tax benefit granted to the Company through the Export Special Program – BEFIEX. The Revenue Service considered that such offsetting was made after the period of effectiveness of the program. The second matter on the notice of deficiency regarded the utilization of an income tax reduction benefit of 37.5% without proof of the right to such benefit.

 

In 2012, the Company received a favorable unappealable judgment for this proceeding at the administrative level, thus extinguishing the contingency.

 

(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 inputs that have been in contact with or have a direct influence on the final product are entitled 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, 2012, the adjusted amount involved of these assessments is R$116 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 loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

 

No judicial deposits or other form of security were accrued for this proceeding.

 

 

112

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b.6)    Non-cumulative PIS and COFINS

 

The Company received a deficiency notice from the Brazilian Federal Revenue Service due to the use of non-cumulative PIS and COFINS tax credits related to: (i) treatment of effluents; (ii) charges on transmission of electricity; (iii) freight for storage of finished products; and (iv) extemporaneous credits from acquisitions of property, plant and equipment. These deficiency notices have already been contested at the administrative level and comprise the period from 2006 to 2011, and as of December 31, 2012 totaled R$649 million, of which R$352 million related to principal and R$297 million of fine and interest.

 

The Company's legal counsel, in view of the recent decisions by the Tax Resources Administrative Board and the evidence provided by the Company, assess as possible the chances of loss at the administrative and judicial level. For this reason, no provision has been accrued for these deficiency notices. Any changes in the court’s understanding of the position could cause future impacts on the financial statements of the Company due to such proceedings. 

 

No judicial deposit or other form of guarantee was accrued for this claim.

 

For being a matter of recent contingencies, it is currently unfeasible to estimate the date for conclusion of the proceedings.

 

 

113

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(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, 2012, totaled R$56 million. The claimants seek indemnity for damages related to the alleged non-performance of the distribution agreement by the Company.

 

No judicial deposit or other form of guarantee was accrued for these lawsuits.

 

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.

 

(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$15 million.

 

No judicial deposits or other types of security were accrued for these lawsuits.

 

Since the lawsuits are in different phases, the Company’s external legal advisors consider it unfeasible to estimate when these proceedings are expected to be terminated.

 

(c.3)     Social security

 

The Company is a party to various administrative and judicial proceedings concerning social security matters, which total approximately R$204 million at December 31, 2012, 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 loss 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.

 

Additionally, management believes that is not possible to estimate the amount of disbursement to cover a possible unfavorable decision to the Company.

 

For these proceedings, security was given in the form of judicial deposits and finished products that combined cover the amounts claimed.

 

The Company’s external legal advisors consider it unfeasible to estimate when these proceedings are expected to be terminated.

 

 

 

114

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

29                Equity 

 

(a)                Capital 

 

On December 31, 2012, the Company's subscribed and paid up capital stock amounted to R$8,043,222 and comprised 797,265,348 shares with no par value divided into 451,668,652 common shares, 345,002,878 class “A” preferred shares, and 593,818 class “B’ preferred shares, distributed as follows:

 

 

             

Preferred

     

Preferred

           
     

Commom

     

shares

     

shares

           
     

shares

 

%

 

class A

 

%

 

class B

 

%

 

Total

 

%

                                   

OSP e Odebrecht

   

226,334,623

 

50.11%

 

79,182,498

 

22.95%

 

-

 

0.00%

 

305,517,121

 

38.32%

Petrobras

   

212,426,950

 

47.03%

 

75,792,589

 

21.97%

 

-

 

0.00%

 

288,219,539

 

36.15%

BNDESPAR

   

-

 

0.00%

 

44,069,052

 

12.77%

 

-

 

0.00%

 

44,069,052

 

5.53%

ADR

(i)

 

-

 

0.00%

 

34,193,744

 

9.91%

 

-

 

0.00%

 

34,193,744

 

4.29%

Other

   

12,907,079

 

2.86%

 

110,610,237

 

32.06%

 

593,818

 

100.00%

 

124,111,134

 

15.57%

Total

   

451,668,652

 

100.00%

 

343,848,120

 

99.67%

 

593,818

 

100.00%

 

796,110,590

 

99.86%

Braskem shares owned by

                               

    subsidiary of Braskem Petroquímica

(ii)

         

1,154,758

 

0.33%

         

1,154,758

 

0.14%

Total

   

451,668,652

 

100.00%

 

345,002,878

 

100.00%

 

593,818

 

100.00%

 

797,265,348

 

100.00%

                                   

(i) American Depository Receipt, negotiated in the New York stock market (USA).

                   

(ii) This shares are treated as "treasury shares" in consolidated Equity.

                   

 

 

(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.

 

 

115

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(c)               Tax incentive reserve – capital reserve

 

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 11,638/07 and 11,941/09, as from January 1, 2007, the income tax benefit started to be recorded in the statement of operations in the revenue reserves account as proposed by management and approved at the General Shareholders’ Meeting. Regardless of the change introduced by Laws 11,638/07 and 11,941/09, this tax incentive can be used only for capital increase or absorption of losses.

 

The Management of the Company will propose to the Annual Shareholders Meeting to use part of the balance of this reserve to absorb the accumulated loss in 2012.

 

(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.

 

At the end of fiscal year 2012, the Company used part of the balance of this reserve to absorb partially the loss in the period.

 

(e)               Unrealized profit reserves

 

This reserve was established based on unrealized profits in fiscal year 2011, 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.1)).

 

At the end of fiscal year 2012, the Company used part of the balance of this reserve to absorb partially the loss in the period.

 

 

116

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(f)                Treasury shares

 

   

Parent Company

 

Consolidated

   

2012

 

2011

 

2012

 

2011

Quantity

             
 

Common shares

   

411

     

411

 

Preferred shares class "A"

   

1,542,258

 

1,154,758

 

2,697,016

   

-

 

1,542,669

 

1,154,758

 

2,697,427

                 

Amount (R$ thousand)

-

 

11,325

 

48,892

 

60,217

 

     On the consolidated financial statements of December 31, 2012 and 2011, the Company had in the item “treasury shares” the amount of R$48,892 corresponding to 1,154,758 class “A” preferred shares issued by Braskem and owned by the subsidiary Braskem Petroquímica (Note 2.1.2(a.ii)).

 

On December 4, 2012, Braskem cancelled 4,400,269 shares, of which 411 were common shares and 4,399,858 were class “A” preferred shares. The changes in treasury shares were as follows:

 

 

   

Parent company

 

Consolidated

   

Quantity

 

Balance

 

Quantity

 

Balance

                 
   

411

 

4

 

411

 

4

Preferred shares class "A"

 

1,542,258

 

11,321

 

2,697,016

 

60,213

As of December 31, 2011

 

1,542,669

 

11,325

 

2,697,427

 

60,217

                 

Acquisition in 3rd repurchase program

 

2,595,300

 

33,204

 

2,595,300

 

33,204

Acquisition in 4th repurchase program

 

262,300

 

3,489

 

262,300

 

3,489

Cancellation of treasury shares - common

 

(411)

 

(4)

 

(411)

 

(4)

Cancellation of treasury shares - preferred class "A"

 

(4,399,858)

 

(48,014)

 

(4,399,858)

 

(48,014)

                 
   

-

 

-

 

1,154,758

 

48,892

   

-

 

-

 

-

 

-

Preferred shares class "A"

 

-

 

-

 

1,154,758

 

48,892

As of December 31, 2012

 

-

 

-

 

1,154,758

 

48,892

 

 

 

 

117

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(g)               Ongoing share repurchase programs

 

(g.1)    3rd Share repurchase program

 

On August 26, 2011, Braskem’s Board of Directors approved a program for the repurchase of shares effective for the period between August 29, 2011 and August 28, 2012, through which the Company could acquire up to 12,162,504 class A preferred shares at market price. Shares could be purchased by the Company or by financial institutions hired for that purpose. Upon the expiration of the program, Braskem would have to acquire from financial institutions, at market value, the shares acquired by the latter. The private deal was approved by the Securities and Exchange Commission of Brazil (“CVM”).

 

During the program, a total of 2,595,300 shares were repurchased for the amount of R$33,204 (item (f) of this Note), of which 2,007,600 were repurchased by financial institutions, and 587,700 shares were repurchased directly by Braskem. The average cost of these shares was R$12.79 (minimum of R$10.53 and maximum R$15.15).

 

The shares purchased by financial institutions were purchased by Braskem in August 2012, when the program ended. In the operation, Braskem received R$1,575 related to the swap instrument associated with the repurchase transaction, net of withholding income tax of R$698.

 

The purchased shares were canceled in December 2012.

 

(g.2)    4th Share repurchase program

 

On August 13, 2012, Braskem’s Board of Directors approved a program for the repurchase of shares effective for the period between August 29, 2012 and August 28, 2013, through which the Company may acquire up to 13,376,161 class “A” preferred shares at market price. The shares may be acquired by the Company or by financial institutions hired for such purpose. Upon the expiration of the program, Braskem will have to acquire from financial institutions, at market value, the shares acquired by the latter. The private transaction was approved by the CVM.

 

As of November 2012, the financial institutions had acquired 262,300 shares for the amount of R$3,489 (item (f) of this Note) at the average cost of R$13.30 per share (minimum of R$12.663 and maximum R$14.07)

 

On November 12, 2012, the Company acquired these shares and received in the operation R$71 related to the swap instrument associated with the repurchase transaction, net of the withholding income tax of R$29.

 

The shares repurchased were cancelled in December 2012.

 

There were no purchases under this program in December 2012.

 

 

118

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(h)               Dividends proposed and appropriation of profit

 

Under the Company’s bylaws, profit for the year, adjusted according to Law 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.

 

(h.1)    Absorption of losses for the periods and payment 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 2011 was absorbed by the unrealized profits reserve.

 

On April 27, 2012, the Annual Shareholders’ Meeting approved the payment of dividends as per the Management proposal in 2011, in the amount of R$482,593, equivalent to R$0.605085049 per common, class “A” preferred and class “B” preferred share, paid as of November 19, 2012.

 

The adjusted loss for fiscal year 2012, in the amount of R$674,263, was absorbed partially by the unrealized profit reserve, the tax incentive reserve and the legal reserve. The balance of retained losses after such absorption is R$565,549.

 

 

119

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(i)                 Other comprehensive income

 

   

 

 

 

 

 

Parent Company and Consolidated

       

Additional

 

Deemed

     

Foreign

       
       

indexation of

 

cost of

 

Fair value

 

currency

 

Gain (loss)

   
       

PP&E

 

jointly-controlled

 

of cash flow

 

translation

 

on interest

   
   

Note

 

price-level

 

subsidiary

 

derivatives

 

adjustment

 

in subsidiary

 

Total

                             

As of December 31, 2010

   

353,777

     

(53,292)

 

(79,135)

 

0

 

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

   

0

 

22,079

             

22,079

 

Realization by depreciation or writte-off assets

   

0

 

(1,394)

             

(1,394)

 

Income tax and social contribution on realization

   

0

 

474

             

474

                             

Cash flow derivativess

                         
 

Change in fair value

   

0

 

0

 

(1,939)

         

(1,939)

 

Transfer to result

   

0

 

0

 

46,973

         

46,973

 

Tax on fair value gains

   

0

 

0

 

(2,458)

         

(2,458)

                             

Gain on interest in subsidiary

   

0

 

0

 

0

     

3,106

 

3,106

                             

Foreign currency translation adjustment

   

0

 

0

 

0

 

54,631

 

0

 

54,631

                             

As of December 31, 2011

0

 

326,541

 

21,159

 

(10,716)

 

(24,504)

 

3,106

 

315,586

                             

Additional indexation

                         
 

Realization by depreciation or writte-off assets

   

(41,268) 

                 

(41,268)

 

Income tax and social contribution on realization

   

14,032  

                 

14,032

                             

Deemed cost

                         
 

Realization by depreciation or writte-off assets

       

(1,442) 

             

(1,442)

 

Income tax and social contribution on realization

       

490  

             

490

                             

Cash flow derivativess

20.2.2

                       
 

Change in fair value

           

1,948

         

1,948

 

Recycled through profit or loss

           

14,290

         

14,290

 

Tax on fair value gains

           

(5,522)

         

(5,522)

                             

Net loss from change of interest in subsidiary

16 (b)

                 

(5,917)

 

(5,917)

                             

Write-off gain on interest in subsidiary

6

                 

(4,632)

 

(4,632)

                             

Foreign currency translation adjustment

               

61,662

     

61,662

                             

As of December 31, 2012

   

299,305

 

20,207

 

-

 

37,158

 

(7,443)

 

349,227

                             

 

 

 

120

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

30                Earnings 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 2012 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, 2011

 

 

451,668,652

 

345,300,320

 

796,968,972

 

451,668,652

 

346,451,489

 

798,120,141

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Repurchase of shares

(i)

 

-

 

(1,452,200)

 

(1,452,200)

 

-

 

(700,738)

 

(700,738)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As of December 31, 2012

 

 

451,668,652

 

343,848,120

 

795,516,772

 

451,668,652

 

344,599,582

 

796,268,234

 

 

(i)    The shares repurchased were not considered in the calculation of earnings 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.

As required by CPC 41 and 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.

 

121

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

   

2012

 

2011

   

Basic

 

Diluted

 

Basic

 

Diluted

                 

Loss for the year attributed to Company's shareholders

               

of continued operations

 

(1,033,176)

 

(1,033,176)

 

(552,413)

 

(552,413)

                 

Reconciliation of income available for distribution, by class (numerator):

               

Common shares

 

(586,050)

 

(585,832)

 

(312,619)

 

(312,503)

Preferred shares class "A"

 

(447,126)

 

(446,959)

 

(239,794)

 

(239,705)

Preferred share class "A" potentially convertible

 

-  

 

(385)

 

-

 

(205)

(the ratio of 2 shares class "B" for each share class "A")

         

-  

#

-

   

(1,033,176)

 

(1,033,176)

 

(552,413)

 

(552,413)

                 

Weighted average number of shares, by class (denominator):

               

Common shares

 

451,668,652

 

451,668,652

 

451,668,652

 

451,668,652

Preferred shares class "A"

 

344,599,582

 

344,599,582

 

346,451,489

 

346,451,489

Preferred share class "A" potentially convertible

               

(the ratio of 2 shares class "B" for each share class "A")

 

-  

 

296,909

 

-

 

296,909

   

796,268,234

 

796,565,143

 

798,120,141

 

798,417,050

                 

Loss per share (in R$)

               

Common shares

 

(1.2975)

 

(1.2970)

 

(0.6921)

 

(0.6919)

Preferred shares class "A"

 

(1.2975)

 

(1.2970)

 

(0.6921)

 

(0.6919)

 

(i)         In the calculation of the weighted average, the shares of the Company that were repurchased were excluded from the base (Note 29(g)).

 

 

31                Net sales revenues

 

   

Parent Company

 

Consolidated

   

2012

 

2012

 

2012

 

2011

Sales revenue

             
 

Domestic market

19,020,637

 

17,490,796

 

26,542,065

 

24,776,949

 

Foreign market

6,059,708

 

4,966,811

 

15,571,829

 

14,143,107

   

25,080,345

 

22,457,607

 

42,113,894

 

38,920,056

Sales deductions

             
 

Taxes

(4,233,666)

 

(4,134,233)

 

(6,286,767)

 

(6,206,349)

 

Sales returns and other

(212,279)

 

(118,039)

 

(313,730)

 

(216,632)

   

(4,445,945)

 

(4,252,272)

 

(6,600,497)

 

(6,422,981)

                 

Net sales revenue

20,634,400

 

18,205,335

 

35,513,397

 

32,497,075

 

 

 

122

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

32                Tax incentives

 

(a)               SUDENE – Income Tax

 

The benefit of the 75% reduction in the income tax from the sale of production until 2012, 2013 and 2016 applies to the Camaçari PE plants and the PP plant. The same benefit applies 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 and the basic petrochemicals and utilities plant enjoy the benefit of a 75% decrease in the income tax rate, which expires at the end of 2012. However, the Management of the Company believes it is possible to request the renewal of this benefit.

 

(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 statement of operations and in the account “taxes” of Note 31. In 2012, the amount of this incentive was R$32,780 (2011 – R$22,683).

 

(c)               REINTEGRA 

 

In fiscal year 2012, first month of effectiveness of REINTEGRA, the Company determined a credit of R$228,052 (Note 12 (g)) (2011 – R$17,924), which is presented in the account “cost of goods sold”, in the statement of operations.

 

 

33                Other operating income (expenses), net

 

In the year ended December 31, 2012, this item is composed as follows:

 

(i)       indemnity received under the supply agreement between Sunoco and Braskem America in the amount of R$235,962 (Note 1(a)(i)).

 

(ii)     reduction in the balance of the tax renegotiation program of Law 11,941/09 amounting to R$80,496 (Note 21 (b)).

 

(iii)   gain from the sale of the rail cars of the subsidiary Braskem America amounting to R$106,979.

 

(iv)   loss in change of raw material and negative adjustments in inventory amounting to R$62,887 (2011 – R$14,414).

 

 

 

 

123

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

34                Financial results

 

 

     

Parent Company

 

Consolidated

     

2012

 

2012

 

2012

 

2011

Financial income

             
 

Interest income

 

193,669

 

246,311

 

220,023

266,702

 

Monetary variations

 

37,167

 

66,003

 

40,209

58,514

 

Exchange rate variations

 

88,079

 

205,268

 

219,728

423,072

 

Other

 

45,474

 

8,480

 

50,222

16,737

     

364,389

 

526,062

 

530,182

765,025

                 

Financial expenses

             
 

Interest expenses

 

(892,885)

 

(879,090)

 

(973,136)

(999,070)

 

Monetary variations

 

(253,620)

 

(232,940)

 

(274,860)

(300,530)

 

Exchange rate variations

 

(1,709,356)

 

(1,429,119)

 

(1,894,801)

(1,653,983)

 

Inflation adjustments on fiscal debts

 

(182,053) 

 

(199,270)

 

(208,186)

(235,769)

 

Tax expenses on finacial operations

 

(13,171) 

 

(10,366)

 

(17,289)

(15,640)

 

Discounts granted

 

(25,736)

 

(24,009)

 

(58,859)

(46,756)

 

Loans transaction costs - amortization

 

(18,883)

 

(5,022)

 

(27,221)

(21,159)

 

Adjustment to present value - appropriation

 

(251,791) 

 

(18,644)

 

(310,525)

(60,353)

 

Other

 

(57,227)

 

(48,020)

 

(137,622)

(218,457)

     

(3,404,722)

 

(2,846,480)

 

(3,902,499)

(3,551,717)

                 
 

Total

 

(3,040,333)

 

(2,320,418)

 

(3,372,317)

(2,786,692)

 

 

 

     

Parent Company

 

Consolidated

     

2012

 

2012

 

2012

 

2011

Interest income

                 

Held for sale

   

5,023

 

83,595

 

5,023

 

105,472

Loans and receivables

 

138,401

 

92,015

 

139,434

 

96,737

Held-to-maturity

   

17,841

 

16,636

 

17,841

 

16,636

     

161,265

 

192,246

 

162,298

 

218,845

Other assets not classifiable

 

32,404

 

54,065

 

57,725

 

47,857

Total

   

193,669

 

246,311

 

220,023

 

266,702

 

124

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

35                Expenses by nature

 

The Company chose to present its expenses by function in the statement of operations. As required by CPC 26 and IAS 1, the breakdown of expenses by nature is presented below:

 

 

   

Parent Company

 

Consolidated

   

2012

 

2012

 

2012

 

2011

Classification by nature:

             
 

Raw materials other inputs

(15,175,241)

 

(12,831,258)

 

(27,342,763)

 

(24,752,314)

 

Personnel expenses

(1,112,486)

 

(1,074,657)

 

(1,717,777)

 

(1,517,256)

 

Outsourced services

(932,031)

 

(855,497)

 

(1,583,308)

 

(1,312,451)

 

Tax expenses

(3,880)

 

(26,080)

 

(7,077)

 

(53,566)

 

Depreciation, amortization and depletion

(1,175,006)

 

(1,055,074)

 

(1,863,506)

 

(1,678,075)

 

Freights

(850,232)

 

(681,851)

 

(1,302,899)

 

(965,244)

 

Other expenses

(335,010)

 

(236,628)

 

(465,424)

 

(374,097)

 

Total

(19,583,886)

 

(16,761,045)

 

(34,282,754)

 

(30,653,003)

                 

Classification by function:

             
 

Cost of products sold

(18,217,333)

 

(15,512,386)

 

(32,209,958)

 

(28,819,369)

 

Selling

(207,395)

 

(166,863)

 

(403,387)

 

(319,240)

 

Distribution

(381,677)

 

(325,079)

 

(564,950)

 

(480,532)

 

General and administrative

(695,828)

 

(694,396)

 

(998,261)

 

(934,779)

 

Research and development

(81,653)

 

(62,321)

 

(106,198)

 

(99,083)

 

Total

(19,583,886)

 

(16,761,045)

 

(34,282,754)

 

(30,653,003)

                 

 

125

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

36                Segment information

 

The organizational structure of the Company presented in this note considers (i)  the restructuring carried out and announced in April 2012, through which the green polyethylene businesses, now called “Renewables”, were reallocated to the Polyolefins segment; and (ii) the discontinuation of the segment Chemical Distribution (Note 6). The information for 2011 was restated to include these changes:

 

·      Basic petrochemicals: 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, São Paulo and Rio de Janeiro petrochemical complexes.

 

·      Polyolefins: comprises the activities related to the production of PE, PP and renewables.

 

·      Vinyls: comprises the activities related to the production of PVC, caustic soda and chloride.

 

·      International business: formed by Braskem’s operations in the United States and Europe. As of October 2011, the results of the plants acquired from Dow Chemical were considered in the profit and loss of this segment, as described in Note 5.

 

(a)               Presentation, measurement and conciliation of results

 

Information by segment is generated in statutory accounting records maintained in accordance with the accounting principles and practices adopted in Brazil, according to CPC pronouncements and IFRS, and which are reflected in the consolidated financial statements.

 

The eliminations stated in the operating segment information, when compared with the consolidated balances, are represented by sales between segments that are carried out as arm’s length sales.

 

The results of equity investments recognized in the Company’s statement of operations 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.

 

The Company does not disclose assets by segment since this information is not presented to its chief decision maker.

 

(b)               Main clients

 

In 2012 and 2011, the Company does not have any revenue arising from transactions with only one client that is equal or superior to 10% of its total net revenue.

 

In 2012, the most representative revenue arising from only one client amounts to approximately 5% of total net revenues of the Company and refers to the Basic petrochemical segment.

 

126

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(c)               Results of operations by segment

 

   

2012

   

Reporting segments

Total

         

Braskem

       
   

Basic

         

International

reportable

 

Other

 

Corporate

 

consolidated

     

Braskem

   

petrochemicals

 

Polyolefins

 

Vinyls

 

business

segments

 

segments (i)

 

unit

 

before adjustments

 

Eliminations

 

consolidated

                                       

Net sales revenue

 

23,603,038

 

14,456,827

 

2,019,884

 

5,465,180

45,544,929

 

72,652

 

-

 

45,617,581

 

(10,104,184)

 

35,513,397

Cost of products sold

 

(21,793,497)

 

(13,131,842)

 

(1,947,749)

 

(5,272,065)

(42,145,153)

 

(88,052)

 

-

 

(42,233,205)

 

10,023,247

 

(32,209,958)

Gross profit

 

1,809,541

 

1,324,985

 

72,135

 

193,115

3,399,776

 

(15,400)

 

-

 

3,384,376

 

(80,937)

 

3,303,439

                                       

Operating expenses

                                     

Selling, general and distribution expenses

 

(491,999)

 

(868,410)

 

(129,696)

 

(243,300)

(1,733,405)

 

(37,823)

 

(301,568)

 

(2,072,796)

 

-

 

(2,072,796)

Results from equity investments

 

-

 

-

 

-

 

-

-

 

-

 

(25,807)

 

(25,807)

 

-

 

(25,807)

Other operating income (expenses), net

 

(64,050)

 

(20,012)

 

1,808

 

364,798

282,544

 

(98,298)

 

149,521

 

333,767

 

-

 

333,767

   

(556,049)

 

(888,422)

 

(127,888)

 

121,498

(1,450,861)

 

(136,121)

 

(177,854)

 

(1,764,836)

 

-

 

(1,764,836)

                                       

Operating profit (loss)

 

1,253,492

 

436,563

 

(55,753)

 

314,613

1,948,915

 

(151,521)

 

(177,854)

 

1,619,540

 

(80,937)

 

1,538,603

                                       
                                       
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

   

Reporting segments

Total

         

Braskem

       
   

Basic

         

International

reportable

 

Other

 

Corporate

 

consolidated

     

Braskem

   

petrochemicals

 

Polyolefins

 

Vinyls

 

business

segments

 

segments (i)

 

unit

 

before adjustments

 

Eliminations

 

consolidated

                                       

Net sales revenue

 

23,080,909

 

12,854,346

 

1,730,894

 

3,283,828

40,949,977

 

146,224

 

-

 

41,096,201

 

(8,599,126)

 

32,497,075

Cost of products sold

 

(20,874,367)

 

(11,729,117)

 

(1,608,055)

 

(3,136,788)

(37,348,327)

 

(141,312)

 

-

 

(37,489,639)

 

8,670,270

 

(28,819,369)

Gross profit

 

2,206,542

 

1,125,229

 

122,839

 

147,040

3,601,650

 

4,912

 

-

 

3,606,562

 

71,144

 

3,677,706

                                       

Operating expenses

                                     

Selling, general and distribution expenses

 

(564,536)

 

(850,827)

 

(146,357)

 

(113,097)

(1,674,817)

 

(36,266)

 

(122,551)

 

(1,833,634)

 

-

 

(1,833,634)

Results from equity investments

 

-

 

-

 

-

 

-

-

 

(246)

 

(1,419)

 

(1,665)

 

-

 

(1,665)

Results from business combinations

 

-

 

-

 

-

 

-

-

 

-

 

30,045

 

30,045

 

-

 

30,045

Other operating income (expenses)

 

(10,692)

 

10,933

 

(32,126)

 

(16,899)

(48,784)

 

94,199

 

(49,027)

 

(3,612)

 

-

 

(3,612)

   

(575,228)

 

(839,894)

 

(178,483)

 

(129,996)

(1,723,601)

 

57,687

 

(142,952)

 

(1,808,866)

 

-

 

(1,808,866)

                                       

Operating profit (loss)

 

1,631,314

 

285,335

 

(55,644)

 

17,044

1,878,049

 

62,599

 

(142,952)

 

1,797,696

 

71,144

 

1,868,840

 

(i)      The segment Other includes the full results of the subsidiary Braskem Idesa.

 

127

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(d)               Net sales revenue by country

 

   

2012

 

2011

         

Headquarter - Brazil

 

19,941,569

 

18,353,968

United States

 

5,642,946

 

5,032,359

Switzerland

 

1,725,665

 

2,574,025

Argentina

 

1,195,728

 

1,058,825

Mexico

 

913,208

 

862,310

Germany

 

764,244

 

765,834

United Kingdom

 

583,952

 

134,363

Italy

 

406,132

 

434,930

Japan

 

282,671

 

159,084

Uruguay

 

269,672

 

 

Poland

 

263,163

 

225,832

Chile

 

232,004

 

 

Colombia

 

224,956

 

183,715

Spain

 

219,405

 

302,180

Turkey

 

216,405

 

309,616

Singapore

 

200,952

 

 

Venezuela

 

561,669

 

90,206

South Korea

 

152,870

 

France

 

143,036

 

Netherlands

 

136,664

 

Barbados

   

742,183

Portugal

   

106,463

Paraguay

   

88,011

China

   

85,482

Bolivia

   

75,482

Belgium

   

34,272

Other

 

1,436,484

 

877,935

   

35,513,397

 

32,497,075

 

(e)               Net sales revenue by product

 

 

   

2012

 

2011

         

PE/PP

 

19,922,007

 

16,138,174

Benzene, toluene and xylene

 

2,727,659

 

2,014,110

Ethylene, Propylene

 

2,502,111

 

2,237,711

Naphtha, condensate and crude oil

 

2,417,416  

 

4,356,086

PVC/Caustic Soda/EDC

 

2,019,884

 

1,730,894

ETBE/Gasoline

 

1,751,961

 

1,557,080

Butadiene

 

1,643,172

 

1,547,222

Cumene

 

646,286

 

690,170

Solvents

 

515,130

 

487,204

Other

 

1,367,771

 

1,738,424

   

35,513,397

 

32,497,075

 

 

128

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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.

 

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.

 

In addition, in 2012, Braskem Idesa contracted insurance to cover the risks related to the construction of the Ethylene XXI Project.

 

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 (industrial units in Brazil)

April 8, 2013

 

548

 

2,000

 

25,335

Braskem America and Braskem Alemanha

April 8, 2013

 

548

 

500

 

2,752

Braskem Idesa

September 30, 2015

 

1,263

 

5,247

 

5,247

Quantiq

May 30, 2012

 

365

 

69

 

74

Total

           

33,408

 

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.

 

129

 


 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

38                Non-cash operations (Statements of cash flow)

 

(a)               2012 

 

On September 3, 2012, the capital increase of Braskem Distribuidora, in the amount of R$75,024 (Note 1(b)(xiii)), led to a write off in the Parent Company’s property, plant and equipment and a subsequent increase in the property, plant and equipment of Braskem Distribuidora. The effects of the operation were eliminated for the purposes of the preparation of the statement of cash flows.

 

On December 28, 2012 the Company sold its ownership interests in Cetrel and Braskem Distribuidora (Note 6) for R$652,100, which was recognized in the balance sheet under “other accounts receivable”. The amount has not yet been realized financially and was adjusted in the group “change in operating working capital” under “other accounts receivable”.

 

(b)               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.

            

39                Subsequent events

 

(a)               On January 29, 2013, Braskem Áustria completed the issue of a borrowing agreement with NEXI amounting to US$200 million. The principal will be paid in semiannual installments, the first of which due in May 2013 and the last in November 2022. Interest will be due on a semiannual basis and be composed of exchange rate variation, semi-annual Libor and interest of 1.1% p.a.

 

130

 


 

SIGNATURES

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

Date: February 8, 2013
  BRASKEM S.A.
 
 
  By:      /s/      Marcela Aparecida Drehmer Andrade
 
    Name: Marcela Aparecida Drehmer Andrade
    Title: Chief Financial Officer

 

FORWARD-LOOKING STATEMENTS

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.