bakpcaob4q14_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, 2014

(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- _____.


 
 

 

PRESENTATION OF FINANCIAL STATEMNTS

 

 

 

Page

 

 

Management’s Report on Internal Controls Over Financial Reporting

 

Report of Independent Registered Public Accounting Firm

 

Consolidated Balance Sheets as of December 31, 2013 and 2012

1

Consolidated Statement of Operations for the years ended December 31, 2013, 2012 and 2011

3

Consolidated Statement of Comprehensive Income for the years ended December 31, 2013, 2012 and 2011

4

Consolidated Statement of Changes in Equity for the years ended December 31, 2010 and 2011

5

Consolidated Statement of Changes in Equity for the year ended December 31, 2013

6

Consolidated Statement of Cash Flows for the years ended December 31, 2013, 2012 and 2011

7

Notes to the Consolidated Financial Statements

8

 

 




 

 

(a) Management´s report on internal controls over financial reporting

 

The management of Braskem S.A.("Braskem" or the "Company"), including the CEO and CFO, is responsible for establishing and maintaining adequate internal controls over financial reporting, as defined on article 13a-15 (f) according “Exchange Act” of United States of America.

 

The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards - “IFRS” issued by International Accounting Standards Board - “IASB”. The Company´s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with IFRS, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company´s assets that could have a material effect on the financial statements.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, and that the degree of compliance with the policies or procedures may deteriorate.

Braskem’s management has assessed the effectiveness of the Company’s internal controls over financial reporting as of December 31, 2013 based on the criteria established in Internal Control – “Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO” 1992) and, based on such criteria, Braskem´s management has concluded that, as of December 31, 2013, the Company´s internal control over financial reporting is effective.

 

(b)  Attestation report of the registered public accounting firm.

 

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2013 has been audited by PricewaterhouseCoopers Auditores Independentes, an independent registered public accounting firm, as stated in their report which appears herein.

 

 

February 13, 2014

 

 

 

 

 

By: /s/ Carlos Jose Fadigas de Souza Filho

 

/s/ Mario Augusto da Silva  

Name: Carlos José Fadigas de Souza Filho

 

Name: Mario Augusto da Silva

Title: Chief Executive Officer

 

Title: Chief Financial Officer

 

 


 

 

 

 

Report of Independent Registered

Public Accounting Firm

 

 

To the Board of Directors and Shareholders of

Braskem  S.A.

 

In our opinion, the accompanying consolidated balance sheets and the related statements of income and comprehensive income, of shareholders’ equity and of cash flows present fairly, in all material respects, the financial position of Braskem S.A. and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2013, 2012 and 2011 in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.  Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Report on Internal Control over Financial Reporting”.  Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects.  Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation.  Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.  Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

 

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.  A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

 

 

 

 


 

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

 

Salvador, February 13, 2014

 

 

 

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

 

Assets

Note

 

2013

 

2012

   

2.1.1(a)

     

Revised

Current assets

         
 

Cash and cash equivalents

7

 

4,335,859

 

3,287,622

 

Financial investments

8

 

86,719

 

172,146

 

Trade accounts receivable

9

 

2,810,520

 

2,326,480

 

Inventories

10

 

5,033,593

 

4,102,055

 

Taxes recoverable

12

 

2,237,213

 

1,476,211

 

Dividends and interest on capital

 

150

 

2,645

 

Prepaid expenses

 

62,997

 

54,013

 

Related parties

11

 

124,487

 

13,912

 

Insurance claims

14

 

27,691

 

160,981

 

Other receivables

15

 

240,218

 

818,434

     

 

 

 

     

14,959,447

 

12,414,499

           

Non-current assets held for sale

1(b)(xxxi); 2.1.1(b)

 

37,681

 

277,828

           
     

14,997,128

 

12,692,327

           

Non-current assets

       
 

Financial investments

8

 

20,779

 

34,489

 

Trade accounts receivable

9

 

61,875

 

37,742

 

Advances to suppliers

10

 

116,714

 

 

 

Taxes recoverable

12

 

1,285,990

 

1,527,134

 

Deferred income tax and social contribution

23

 

2,653,606

 

2,062,009

 

Judicial deposits

13

 

209,910

 

179,618

 

Related parties

11

 

133,649

 

127,627

 

Insurance claims

14

 

139,497

 

47,255

 

Other receivables

15

 

278,871

 

218,279

 

Investments in subsidiaries and jointly-controlled investments

16

 

115,385

 

118,787

 

Other investments

 

 

6,501

 

6,948

 

Property, plant and equipment

17

 

25,413,548

 

21,176,785

 

Intangible assets

18

 

2,912,630

 

2,940,966

       

 

 

 

       

33,348,955

 

28,477,639

             

Total assets

   

48,346,083

 

41,169,966

 

 

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

 

Liabilities and shareholders' equity

Note

 

2013

 

2012

   

2.1.1(a)

     

Revised

Current liabilities

         
 

Trade payables

   

10,421,687

 

8,897,597

 

Borrowings

19

 

1,248,804

 

1,836,028

 

Project finance

20

 

25,745

 

 

 

Derivatives operations

21.2

 

95,123

 

293,378

 

Payroll and related charges

 

 

490,816

 

349,176

 

Taxes payable

22

 

445,424

 

342,789

 

Dividends and interest on capital

 

 

131,799

 

5,369

 

Advances from customers

27

 

297,403

 

237,504

 

Sundry provisions

24

 

105,856

 

52,264

 

Post-employment benefits

26

 

158,137

 

147,175

 

Other payables

28

 

174,007

 

385,577

       

 

 

 

       

13,594,801

 

12,546,857

             

Non-current liabilities held for sale

2.1.1(b)

     

109,770

             
       

13,594,801

 

12,656,627

             

Non-current liabilities

         
 

Borrowings

19

 

17,353,687

 

15,675,610

 

Project finance

20

 

4,705,661

 
 

Derivatives operations

21.2

 

396,040

 
 

Taxes payable

22

 

902,875

 

1,164,753

 

Long-term incentives

25

 

9,274

 

10,405

 

Deferred income tax and social contribution

23

 

2,393,698

 

2,138,622

 

Post-employment benefits

26

 

44,054

 

36,602

 

Advances from customers

 

 

152,635

 

204,989

 

Sundry provisions

24

 

449,694

 

363,411

 

Other payables

28

 

662,330

 

266,963

       

 

 

 

       

27,069,948

 

19,861,355

             

Shareholders' equity

30

       
 

Capital

 

8,043,222

 

8,043,222

 

Capital reserve

 

232,430

 

797,979

 

Revenue reserves

 

410,149

 

 

 

Other comprehensive income

 

(1,092,691)

 

337,411

 

Treasury shares

 

(48,892)

 

(48,892)

 

Accumulated loss

 

 

 

(565,549)

     

 

 

 

 

Total attributable to the Company's shareholders

 

7,544,218

 

8,564,171

           
 

Non-controlling interest

2.1.2

 

137,116

 

87,813

           

 

       

7,681,334

 

8,651,984

             

Total liabilities and shareholders' equity

   

48,346,083

 

41,169,966

 

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 

 

   

Note

 

2013

 

2012

 

2011

   

2.1.1(b)

     

Revised

 

Revised

Continued operations

             

Net sales revenue

32

 

40,969,490

 

36,160,327

 

33,086,506

 

Cost of products sold

 

 

(35,820,761)

 

(32,709,068)

 

(29,264,970)

   

 

         

 

Gross profit

 

 

5,148,729

 

3,451,259

 

3,821,536

   

 

         

 

Income (expenses)

 

         

 

 

Selling and distribution

 

 

(1,000,749)

 

(990,365)

 

(820,015)

 

General and administrative

 

 

(1,077,934)

 

(1,071,029)

 

(1,008,067)

 

Research and development

 

 

(115,812)

 

(106,197)

 

(99,083)

 

Results from equity investments

16(c)

 

(3,223)

 

(25,807)

 

(1,043)

 

Results from business combination

 

 

 

 

 

 

30,045

 

Other operating income (expenses), net

34

 

(211,090)

 

333,457

 

2,861

   

 

         

 

Operating profit

 

 

2,739,921

 

1,591,318

 

1,926,234

   

 

         

 

Financial results

35

         

 

 

Financial expenses

 

 

(2,549,111)

 

(3,926,209)

 

(3,560,533)

 

Financial income

 

 

773,138

 

531,928

 

759,078

   

 

         

 

   

 

 

(1,775,973)

 

(3,394,281)

 

(2,801,455)

   

 

         

 

Profit (loss) before income tax and

 

         

 

social contribution

 

 

963,948

 

(1,802,963)

 

(875,221)

   

 

         

 

 

Current and deferred income tax and social contribution

23

 

(456,910)

 

783,111

 

359,505

   

 

 

(456,910)

 

783,111

 

359,505

   

 

         

 

Profit (loss) for the period of continued operations

 

 

507,038

 

(1,019,852)

 

(515,716)

   

 

         

 

Discontinued operations results

5

         

 

 

Profit from discontinued operations

 

 

 

 

424,860

 

28,280

 

Current and deferred income tax and social contribution

 

 

 

 

(143,313)

 

(711)

   

 

 

 

 

281,547

 

27,569

   

 

           

Profit (loss) for the year

 

 

507,038

 

(738,305)

 

(488,147)

   

 

           

Attributable to:

 

         

 

 

Company's shareholders

 

 

509,697

 

(731,143)

 

(496,450)

 

Non-controlling interest

2.1.2

 

(2,659)

 

(7,162)

 

8,303

   

 

           

Profit (loss) for the year

 

 

507,038

 

(738,305)

 

(488,147)

 

                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, except earnings (loss) per share

Continued
 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

2.1.1(b)

 

 

 

Revised

 

Revised

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) for the year

 

 

 

 

 

 

 

507,038  

 

(738,305)

 

(488,147)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income or loss:

 

 

 

 

 

 

 

 

 

 

 

 

Items that will be reclassified subsequently to profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of cash flow hedge

 

 

 

 

 

 

 

(127,520)

 

16,238

 

45,034

 

Income tax and social contribution

 

 

 

 

 

 

 

40,120

 

(5,522)

 

(2,458)

 

 

 

 

 

 

 

 

 

(87,400)

 

10,716

 

42,576

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exchange variation of foreign sales hedge

 

 

 

 

 

21.2.1(b.iii)

 

(2,303,540)

 

-

 

 

 

Income tax and social contribution

 

 

 

 

 

 

 

783,204

 

-

 

 

 

 

 

 

 

 

 

 

 

(1,520,336)

 

-

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

 

 

 

 

 

221,270

 

78,780

 

56,809

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

(1,386,466)

 

89,496

 

99,385

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Items that will not be reclassified to profit or loss

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed cost of jointly-controlled investment

 

 

 

 

 

 

 

 

 

 

 

22,079

 

Defined benefit plan actuarial (loss) gain

 

 

 

 

 

 

 

169

 

(18,204)

 

 

 

Income tax and social contribution

 

 

 

 

 

 

 

-

 

6,388

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

 

 

169

 

(11,816)

 

22,079

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other comprehensive income (loss)

 

 

 

 

 

 

 

(1,386,297)

 

77,680

 

121,464

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

(879,259)

 

(660,625)

 

(366,683)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Company's shareholders - continued operations

 

 

 

 

 

 

 

(890,241)

 

(952,128)

 

(404,733)

 

Company's shareholders - discontinued operations

 

 

 

 

 

 

 

-

 

281,547

 

27,569

 

Non-controlling interest

 

 

 

 

 

 

 

10,982

 

9,956

 

10,481

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total comprehensive income (loss) for the year

 

 

 

 

 

 

 

(879,259)

 

(660,625)

 

(366,683)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

 

Basic and diluted

 

Basic and diluted

 

Basic and diluted

 

 

 

 

 

 

 

2.1.1(b)

 

 

 

Revised

 

Revised

Profit (loss) per share attributable to the shareholders of the Company

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

31

 

 

 

 

 

 

 

Earnings per share - common

 

 

 

 

 

0

 

0.6403

 

(1.2718)

 

(0.6566)

 

Earnings per share - preferred shares class "A"

 

 

 

 

 

0

 

0.6403

 

(1.2718)

 

(0.6566)

 

Earnings per share - preferred shares class "B"

 

 

 

 

 

 

 

0.6062

 

 

 

   

 

 

 

 

 

 

 

0

 

 

 

 

 

 

Profit (loss) per share attributable to the shareholders of the Company

 

 

 

 

 

0

 

 

 

 

 

 

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

 

 

 

 

 

5

 

 

 

 

 

 

 

Earnings per share - common

 

0

 

 

 

 

 

 

 

0.3536

 

0.0346

 

Earnings per share - preferred shares class "A"

 

0

 

 

 

 

 

 

 

0.3536

 

0.0346

 

 

 

0

 

 

 

 

 

 

 

 

 

 

Profit (loss) per share attributable to the shareholders of the Company

 

0

 

 

 

 

 

 

 

 

 

 

at the end of the year (R$)

 

0

 

 

 

 

 

 

 

 

 

 

 

Earnings per share - common

 

0

 

 

 

 

 

0.6403

 

(0.9182)

 

(0.6220)

 

Earnings per share - preferred shares class "A"

 

0

 

 

 

 

 

0.6403

 

(0.9182)

 

(0.6220)

 

Earnings per share - preferred shares class "B"

 

0

 

 

 

 

 

0.6062

 

 

 

 

                             

    

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                                                                                                                                                                                                     

 

     

Attributed to shareholders' interest

         
             

Revenue reserves

             

Total

       
                     

Unrealized

 

Additional

 

Other

         

Braskem

     

Total

         

Capital

 

Legal

 

Tax

 

profit

 

dividends

 

comprehensive

 

Treasury

 

Accumulated

 

shareholders'

 

Non-controlling

 

shareholders'

 

Note

 

Capital

 

reserve

 

reserve

 

incentives

 

reserve

 

proposed

 

income

 

shares

 

loss

 

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 period:

                                                 

Loss for the period

                                   

(496,450)

 

(496,450)

 

8,303

 

(488,147)

Fair value of cash flow hedge, 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 investment, net

                           

22,079  

         

22,079

     

22,079

Realization of deemed cost of jointly-controlled investment, 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 period:

 

                                               

Loss for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(731,143)

 

(731,143)

 

(7,162)

 

(738,305)

Fair value of cash flow hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,716

 

 

 

 

 

10,716

 

 

 

10,716

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

61,662

 

 

 

 

 

61,662

 

17,118

 

78,780

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

72,378

 

 

 

(731,143)

 

(658,765)

 

9,956

 

(648,809)

 

 

                                               

Equity valuation adjustments

 

                                             

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(952)

 

 

 

952

 

 

 

 

 

 

Realization of additional property, plant and equipment price-level restatement, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

 

 

 

 

 

Actuarial loss with post-employment benefits, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,816)

 

 

 

 

 

(11,816)

 

 

 

(11,816)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(40,004)

 

 

 

28,188

 

(11,816)

 

 

 

(11,816)

 

 

                                               

Contributions and distributions to shareholders:

 

                                               

Additional dividends approved at Shareholders’ Meeting

 

 

 

 

 

 

 

 

 

 

 

 

(482,593)

 

 

 

 

 

 

 

(482,593)

 

 

 

(482,593)

Capital loss from non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(17,962)

 

(17,962)

Write-off non-controlling by investments sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(125,420)

 

(125,420)

Loss on interest in subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,917)

 

 

 

 

 

(5,917)

 

5,917

 

 

Write-off gain on interest in subsidiary by sale

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(4,632)

 

 

 

 

 

(4,632)

 

 

 

(4,632)

Repurchase of treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(36,694)

 

 

 

(36,694)

 

 

 

(36,694)

Cancellation of shares

 

 

 

 

(48,019)

 

 

 

 

 

 

 

 

 

 

 

48,019

 

 

 

 

 

 

 

 

Absorption of losses

 

 

 

 

 

 

(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 (Revised)

2.1.1(a)

 

8,043,222

 

797,979

 

 

 

 

 

 

 

 

 

337,411

 

(48,892)

 

(565,549)

 

8,564,171

 

87,813

 

8,651,984

 

 

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                                                                                                                                                                                                     

 

     

Attributed to shareholders' interest

         
             

Revenue reserves

             

Total

       
                 

 

 

Additional

 

Other

         

Braskem

     

Total

         

Capital

 

Legal

 

Retained 

 

dividends

 

comprehensive

 

Treasury

 

Accumulated

 

shareholders'

 

Non-controlling

 

shareholders'

 

Note

 

Capital

 

reserve

 

reserve

 

earnings

 

proposed

 

income

 

shares

 

loss

 

interest

 

interest

 

equity

                                               

At December 31, 2012 (Revised)

2.1.1(a)

 

8,043,222

 

797,979

 

 

 

 

 

 

 

337,411

 

(48,892)

 

(565,549)

 

8,564,171

 

87,813

 

8,651,984

 

 

                                           

Comprehensive income for the period:

 

                                           

Profit for the period

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

509,697

 

509,697

 

(2,659)

 

507,038

Exchange variation of foreign sales hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(1,520,336)

 

 

 

 

 

(1,520,336)

 

 

 

(1,520,336)

Fair value of cash flow hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(85,020)

 

 

 

 

 

(85,020)

 

(2,380)

 

(87,400)

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

205,249

 

 

 

 

 

205,249

 

16,021

 

221,270

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,400,107)

 

 

 

509,697

 

(890,410)

 

10,982

 

(879,428)

 

 

                                           

Equity valuation adjustments

 

                                           

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

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

 

 

 

 

 

Realization of additional property, plant and equipment price-level restatement, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(967)

 

 

 

967

 

 

 

 

 

 

Actuarial loss with post-employment benefits, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

169

 

 

 

 

 

169

 

 

 

169

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,034)

 

 

 

28,203

 

169

 

 

 

169

 

 

                                           

Contributions and distributions to shareholders:

 

                                           

Absorption of losses

30

 

 

 

(565,549)

 

 

 

 

 

 

 

 

 

 

 

565,549

 

 

 

 

 

 

Capital loss from non-controlling interest

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

38,321

 

38,321

Loss on interest in subsidiary

 

 

 

 

 

 

 

 

 

 

 

 

(1,961)

 

 

 

 

 

(1,961)

 

 

 

(1,961)

Legal reserve

 

 

 

 

 

 

26,895

 

 

 

 

 

 

 

 

 

(26,895)

 

 

 

 

 

 

Mandatory minimum dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(127,751)

 

(127,751)

 

 

 

(127,751)

Additional dividends proposed

 

 

 

 

 

 

 

 

 

 

354,842

 

 

 

 

 

(354,842)

 

 

 

 

 

 

Retained earnings

 

 

 

 

 

 

 

 

28,412

 

 

 

 

 

 

 

(28,412)

 

 

 

 

 

 

 

 

 

 

 

(565,549)

 

26,895

 

28,412

 

354,842

 

(1,961)

 

 

 

27,649

 

(129,712)

 

38,321

 

(91,391)

 

 

                                           

At December 31, 2013

 

 

8,043,222

 

232,430

 

26,895

 

28,412

 

354,842

 

(1,092,691)

 

(48,892)

 

 

 

7,544,218

 

137,116

 

7,681,334

 

  

 

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 

 

   

Note

 

2013

 

2012

 

2011

   

2.1.1(b)

     

Revised

 

Revised

Profit (loss) before income tax and social contribution

             
 

and after of discontinued operations results

   

963,948

 

(1,378,103)

 

(846,941)

                 

Adjustments for reconciliation of profit (loss)

             
 

Depreciation, amortization and depletion

   

2,056,088

 

1,924,265

 

1,723,420

 

Results from equity investments

16(c)

 

3,223

 

25,807

 

1,043

 

Interest and monetary and exchange variations, net

   

1,341,770

 

2,442,973

 

2,292,498

 

Other

   

9,175

 

294,199

 

2,678

       

 

 

 

 

 

       

4,374,204

 

3,309,141

 

3,142,653

                 

Changes in operating working capital

             
 

Held-for-trading financial investments

   

97,693

 

16,716

 

90,953

 

Trade accounts receivable

   

(492,851)

 

(625,130)

 

365,901

 

Inventories

   

(927,435)

 

(566,025)

 

(382,465)

 

Taxes recoverable

   

(448,378)

 

(458,763)

 

(311,021)

 

Prepaid expenses

   

(8,915)

 

49,707

 

(62,531)

 

Other receivables

   

(27,019)

 

(529,103)

 

(356,253)

 

Trade payables

   

742,649

 

2,165,530

 

1,325,977

 

Taxes payable

   

(127,443)

 

(430,789)

 

(52,134)

 

Long-term incentives

   

(1,131)

 

(4,808)

 

771

 

Advances from customers

   

6,344

 

206,044

 

187,306

 

Sundry provisions

   

139,858

 

94,382

 

(74,402)

 

Other payables

   

308,734

 

389,032

 

(212,133)

       

 

 

 

 

 

Cash from operations

   

3,636,310

 

3,615,934

 

3,662,622

                 
 

Interest paid

   

(1,123,691)

 

(1,006,840)

 

(802,427)

 

Income tax and social contribution paid

   

(54,828)

 

(37,283)

 

(82,695)

       

 

 

 

 

 

Net cash generated by operating activities

   

2,457,791

 

2,571,811

 

2,777,500

                 

Proceeds from the sale of fixed assets

   

2,576

 

115,846

 

23,958

Proceeds from the sale of investments

   

689,868

 

 

 

Cash effect of discontinued operations

   

9,985

 

(141,348)

 

Acquisitions of investments in subsidiaries and associates

   

(86)

 

 

 

(619,207)

Acquisitions to property, plant and equipment

   

(5,656,440)

 

(2,792,853)

 

(2,252,491)

Acquisitions of intangible assets

   

(25,748)

 

(15,734)

 

(11,474)

Held-for-maturity financial investments

   

25,645

 

(218)

 

(13,856)

       

 

 

 

 

 

Net cash used in investing activities

   

(4,954,200)

 

(2,834,307)

 

(2,866,470)

                 

Short-term and long-term debt

             
 

Obtained borrowings

   

6,317,022

 

6,665,938

 

7,122,632

 

Payment of borrowings

   

(7,300,718)

 

(5,493,015)

 

(6,042,644)

Project finance

20

     
 

Obtained funds

   

4,562,343

 

Dividends paid

   

(35)

 

(482,051)

 

(664,851)

Non-controlling interests in subsidiaries

   

35,628

 

(20,295)

 

76,406

Repurchase of treasury shares

   

 

 

(36,694)

 

(946)

Other

           

4,147

       

 

 

 

 

 

Net cash provided by financing activities

   

3,614,240

 

633,883

 

494,744

                 

Exchange variation on cash of foreign subsidiaries

   

(69,594)

 

(36,037)

 

(117,030)

       

 

 

 

 

 

Increase in cash and cash equivalents

   

1,048,237

 

335,350

 

288,744

                 

Represented by

             
 

Cash and cash equivalents at the beginning for the period

   

3,287,622

 

2,952,272

 

2,698,075

 

Cash and cash equivalents at the end for the period

   

4,335,859

 

3,287,622

 

2,986,819

       

 

 

 

 

 

Increase in cash and cash equivalents

   

1,048,237

 

335,350

 

288,744

 

 

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

 

7

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

1                    Operations 

 

Braskem S.A. together with its subsidiaries (hereinafter “Braskem” or “Company”) is a public corporation headquartered in Camaçari,, Bahia (“BA”), which jointly with its subsidiaries (hereinafter “Braskem” or “Company”), operates 36 industrial units, 29 of which in the Brazilian states of Alagoas (“AL”), BA, Rio de Janeiro (“RJ”), Rio Grande do Sul (“RS”) and São Paulo (“SP”), 5 are located in the United States, in the states of Pennsylvania, Texas and West Virginia and 2 are located in Germany. These units produce thermoplastic resins – polyethylene (“PE”), polypropylene (“PP”) and polyvinyl chloride (“PVC”), as well as basic petrochemicals - such as ethylene, propylene butadiene, toluene, xylene and benzene, as well as gasoline, diesel and LPG (Liquefied Petroleum Gas), and other petroleum derivatives.

 

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 as 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.

 

The issue of these financial statements was authorized by the Company’s Board of Directors on February 12, 2014.

 

(a)               Significant operating events

 

(i)                 In 2012, Sunoco Chemicals, Inc. (“Sunoco”) formally informed the Management of Braskem America, Inc. (“Braskem America”) of its alternative plan to supply feedstock to the PP plant in Pennsylvania, after having announced in December 2011 the definitive shutdown of operations of its refinery. 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 34).

 

Despite the termination of the supply agreement, operations at the unit were maintained through other propylene supply sources.

 

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. With the acquisition, Braskem America expanded its supply sources, since the supply of refinery-grade propylene is more abundant in the U.S. market. This acquisition does not represent a business combination, since it does not meet the definitions required by IFRS 3.

 

(ii)               On August 17, 2012, the Company inaugurated, in Marechal Deodoro, Alagoas, a new plant with annual production capacity of 200 kton of PVC*, which expanded Braskem’s total installed capacity to 710 kton*. 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 RS, a new plant with annual production capacity of 103 kton of butadiene*, which expanded Braskem’s total installed capacity to 477 kton*. Total investment was approximately R$300 million.

 

 

 

8

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

(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   Number of
  Increase 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 and 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 6).

 

(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, at the time, 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 Braskem S.A., a sole partner, in the amount of R$81 (EUR$35 thousand).

 

(viii)         On February 28, 2012, the Extraordinary Shareholders’ Meeting (“ESM”) of the Braskem S.A. approved the merger of the subsidiary Ideom Tecnologia Ltda. (“Ideom”), 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.

 

9

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

(ix)             On April 30, 2012, the capital stock of the subsidiaries Braskem Petroquímica S.A. (“Braskem Petroquímica”) and Rio Polímeros S.A. (“Riopol”) was increased in the amounts of R$649,639 and R$738,799, respectively, without the issue of new shares. 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 Braskem S.A., respectively, held directly and indirectly.

 

(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. (“Braskem Distribuidora”) was approved, with the transfer of the facilities comprising the Water Treatment Unit (WTU) of the Basic Petrochemicals Unit at the Camaçari Petrochemical Complex (BA), in the amount of R$75,024, which corresponds to the residual book value of the assets in this unit, along with the change in the type of company to a corporation operating under the new corporate name of Braskem Distribuidora S.A.

 

(xiv)         On November 5, 2012, in an ESM, 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 (MXN$266.666 thousand), through the issue of 86,052 Class “A” shares, which was fully paid in by the Braskem S.A.. Subsequently, part of the capital was returned to the non-controlling shareholder, which resulted in an increase in the interest held by the Braskem S.A. in the capital stock of Braskem Idesa, from 65% to 75%.

 

(xv)           On November 9, 2012, the ESM approved the change in the company name of Braskem Distribuidora 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 Europe GmbH (“Braskem Alemanha”).

 

(xvii)       On December 17, 2012, the ESM 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, Braskem S.A. and Braskem Participações S.A. (“Braskem Participações”) entered into a private instrument for the purchase and sale of shares through which it sold all shares of the subsidiary Braskem Distribuidora (Note 5). 

 

(xix)         On December 28, 2012, Braskem S.A. entered into a private instrument for the purchase and sale of shares through which it sold its interest in the subsidiary Cetrel S.A. (“Cetrel”) (Note 5).

 

(xx)           Braskem and Petroquímica 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 held in 2012 decided to withdraw the interest held by Braskem in the jointly-controlled company Polietilenos de America (“Polimerica”).

 

10

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

(xxi)         On January 24, 2013, Braskem Participações acquired from Braskem Chile Ltda. (“Braskem Chile”), 215,552 common shares issued by Braskem Argentina S.A. (“Braskem Argentina”) for CLP$21,667 thousand.

 

(xxii)       On May 15, 2013 the ESM approved the increase in the capital stock of the subsidiary Braskem Idesa, without the issue of new shares, in the amount of R$141,620 (MXN$850,061 thousand), through capital injection of R$106,214 (MXN$637,546 thousand) by the Braskem S.A. and R$35,406 (MXN$212,515 thousand) by the non-controlling shareholder.

 

(xxiii)     On July 1, 2013, Braskem S.A. acquired 2 thousand common shares of Odebrecht Comercializadora de Energia S.A. (“OCE”), equivalent to 20% of the capital of that company, whose main corporate purpose is to buy and sell energy in the spot market. Due to the provisions in the shareholders' agreement, OCE was classified as a jointly-controlled investment.

 

(xxiv)     On August 30, 2013, the ESM approved the merger of Riopol with Braskem Qpar S.A. (“Braskem Qpar”) and the increase in its capital from R$4,252,353 to R$7,131,165, through the issue of 293,604,915 common shares.

 

(xxv)       On September 19, 2013, the Braskem S.A. and Braskem Austria acquired the shares issued by Braskem Mexico and held by Braskem Participações and Braskem Importação e Exportação Ltda. (“Braskem Importação”) for R$1,803 and R$1, respectively.  

 

(xxvi)     On November 1, 2013, approval was given to increase the capital of the subsidiary Distribuidora de Águas Triunfo S.A. (“DAT”) through the transfer of assets of the WTU at the Basic Petrochemicals Unit in the Triunfo Petrochemical Complex in RS, amounting to R$37,561, after which the capital increased from R$5 to R$37,566. 

 

(xxvii)   On November 21, 2013, Braskem Mexico constituted Braskem Mexico Servicios S. de R. L. de C.V. (“Braskem Mexico Serviços”), whose capital amounts to MXN$3 thousand. The purpose of this subsidiary is to provide services to Braskem Mexico.

 

(xxviii) On November 27, 2013, Common Industries Ltd. (“Common”) repurchased 49,995 of its shares held by Braskem Qpar for US$2,591 thousand. On the same date, Braskem Incorporated Limited (“Braskem Inc”) acquired 5 common shares of Common, also held by Braskem Qpar, for US$259. Furthermore, on the same date Common canceled the shares and Braskem Inc. became the sole shareholder.

 

(xxix)     On December 17, 2013, the Braskem S.A. entered into a share sales agreement (“Agreement”) with Solvay Argentina S.A. (“Solvay Argentina”), through which it committed to acquire, upon the fulfillment of certain conditions provided for in the Agreement ("Acquisition"), shares representing 70.59% of the total and voting capital of Solvay Indupa S.A.I.C. (“Solvay Indupa”).

 

Solvay Indupa, which produces PVC and caustic soda, has two integrated production sites located in: (i) Santo André, (SP), with the capacity to produce 300 kton of PVC* and 170 kton of caustic soda*; and (ii) Bahía Blanca in the Province of Buenos Aires, Argentina, with the capacity to produce 240 kton of PVC* and 180 kton of caustic soda*.

 

The Agreement provides for the acquisition by Braskem of 292,453,490 shares representing 70.59% of the total and voting capital of Solvay Indupa that are held by Solvay Argentina, at the price of US$ 0.085, to be paid upon the settlement of the acquisition. The acquisition price is based on the Enterprise Value of US$290 million.

 

11

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

Meanwhile, Solvay Indupa holds, as of December 31, 2013, (i) 158,534,671 shares in Solvay Indupa do Brasil S.A. (“Indupa Brasil”) representing 99.99% of the total and voting capital of Indupa Brasil; and (ii) 1,010,638 shares in Solalban Energía S.A. (“Solalban”) representing 58.00% of the total and voting capital of Solalban. As a result of the Acquisition, Braskem will become an indirect shareholder of Indupa Brasil and of Solalban.

 

As a result of the Acquisition, Braskem carried out a public tender offer on December 18, 2013 for shares representing 29.41% of the capital of Solvay Indupa traded on the Buenos Aires Stock Exchange - BCBA, pursuant to governing legislation, and also plans to cancel the registration of Solvay Indupa at the Securities and Exchange Commission of Brazil (“CVM”).

 

The conclusion and effective implementation of the acquisition is subject to, among other operational conditions, approval by Brazil’s antitrust agency CADE (Administrative Council for Economic Defense).

 

(xxx)       On December 30, 2013, Quantiq changed its corporate type to limited liability company, with its new name being Quantiq Distribuidora Ltda.

 

(xxxi)     On December 31, 2013, the Braskem S.A. entered into a share sales agreement with Odebrecht Ambiental (“OA”), through which it sold its interest in the subsidiary DAT for R$315 million, to be received during 2014.

The DAT assets are shown in the balance sheet as “non-current assets held for sale.” DAT did not register results or hold liabilities in the year ended on December 31, 2013.

The change of administration with the consequent transfer of management of the DAT operations will only occur in 2014.

  

* Unaudited

 

(c)               Effect of foreign exchange variation

 

The Company is exposed to foreign exchange variation on the balances and transactions made in currencies other than its functional currencies, particularly in U.S. dollar, such as financial investments, trade accounts receivable, trade payables, borrowings and sales. In addition to the exchange effect of the U.S. dollar in relation to the Brazilian real, Braskem is exposed to the U.S. dollar through its subsidiaries abroad, particularly in Euros and Mexican pesos. 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 of each operation.

 

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

 

Effect of foreign exchange variation

       
               
               

End of period rate

 

 

 

 

 

 

 

               

U.S. dollar - Brazilian real, 2013

2.3426

 

U.S. dollar - Mexican peso, 2013

13.1005

 

U.S. dollar - Euro, 2013

0.7261

U.S. dollar - Brazilian real, 2012

2.0435

 

U.S. dollar - Mexican peso, 2012

13.0327

 

U.S. dollar - Euro, 2012

0.7582

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

14.64%

 

Appreciation of the U.S. dollar in relation to the Mexican peso

0.52%

 

Devaluation of the U.S. dollar in relation to the euro

-4.23%

               
               

Average rate

 

 

 

 

 

 

 

               

U.S. dollar - Brazilian real, 2013

2.3455

 

U.S. dollar - Mexican peso, 2013

13.0088

 

U.S. dollar - Euro, 2013

0.7296

U.S. dollar - Brazilian real, 2012

2.0778

 

U.S. dollar - Mexican peso, 2012

12.8647

 

U.S. dollar - Euro, 2012

0.7619

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

12.88%

 

Appreciation of the U.S. dollar in relation to the Mexican peso

1.12%

 

Devaluation of the U.S. dollar in relation to the euro

-4.24%

 

 

12

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

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 cases mentioned in Note 2.1.1.

 

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.

 

2.1.1        Revised 

 

The financial statements of 2012 was retrospectively revised to reflect (a) the effects of the retroactive application of CPC 33 (R1) and IAS 19. The income statements for 2012 and 2011 were also retrospectively revised to reclassify (b) the results from discontinued operations to continuing operations of IQ Soluções & Química S.A. (“Quantiq”) and IQAG Armazéns Gerais Ltda. (“IQAG”) resulting from the Company’s decision to not sell assets previously held for sale.

 

In additional, the Company revised the “Other comprehensive income or loss” at the statement of operations separating the items between “Items that will be reclassified subsequently to profit or loss” and “Items that will not be reclassified to profit and loss”.

 

(a)               Post-employment benefits plans

 

Until 2012, actuarial gains and losses arising from actuarial remeasurement were not recognized if they were lower than 10% (a) of the present value of the defined benefit obligation; and (b) of the fair value of any assets of the plan. The accounting practice adopted in accordance with IAS 19 is in note 2.19.

 

 

13

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

(b)               Held-for-sale assets

 

The Management of the Company decided to maintain the investments in Quantiq and IQAG. Hence, the Company is consolidating the effects of the income statements with retroactive effect from 2011. The Company recorded charges of R$7,300 related to amortization and depreciation in 2013. The effect of those expenses for prior year is immaterial as the decision to classify these investments as held for sale occurred on December 07, 2012.

 

The assets and liabilities of this company in 2012 are presented at the under "Non-current assets held for sale" and "Liabilities related to non-current assets held for sale".

 

The consolidated information of balance sheets for Quantiq and IQAG are demonstrated below:

 

  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

 

 

14

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

The effects of the revision of items (a) and (b) are demonstrated below:

 

Balance sheet

 

   

 

 

 

 

2012

       

(a) Post-

   
       

employment

   

Assets

Published

 

benefits

 

Revised

           

Current assets and non-current assets

       
 

held for sale

12,692,327

     

12,692,327

             

Non-current

         
 

Deferred income tax and social contribution

2,055,621

 

6,388

 

2,062,009

 

Investments in subsidiaries and jointly-controlled investments

86,842

     

86,842

 

Other non-current assets

26,328,788

     

26,328,788

   

 

 

 

 

 

   

28,471,251

 

6,388

 

28,477,639

             

Total assets

41,163,578

 

6,388

 

41,169,966

             

Liabilities

         
             

Current liabilities and non-current liabilities

         
 

held for sale

12,656,627

 

 

 

12,656,627

             

Non-current

         
 

Deferred income tax and social contribution

2,138,622

 

 

 

2,138,622

 

Other non-current liabilities

17,704,529

 

18,204

 

17,722,733

             
   

19,843,151

 

18,204

 

19,861,355

             

Equity

         
 

Other comprehensive income

349,227

 

(11,816)

 

337,411

 

Other equity

8,226,760

 

 

 

8,226,760

             
 

Total attributable to the Company's shareholders

8,575,987

 

(11,816)

 

8,564,171

             
             
 

Non-controlling interest

87,813

 

 

 

87,813

             
   

8,663,800

 

(11,816)

 

8,651,984

             

Total liabilities and equity

41,163,578

 

6,388

 

41,169,966

 

 

 

  

15

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

Statement of operations

 

     

 

 

 

 

2012

 

 

 

 

 

2011

     

 

 

Reclassification

 

 

 

 

 

Reclassification

 

 

         

(b) Assets held

         

(b) Assets held

   
     

Published

 

for sale

 

Revised

 

Published

 

for sale

 

Revised

Continued operations

                       

Net sales revenue

 

35,513,397

 

646,930

 

36,160,327

 

32,497,075

 

589,431

 

33,086,506

 

Cost of products sold

 

(32,209,958)

 

(499,110)

 

(32,709,068)

 

(28,819,369)

 

(445,601)

 

(29,264,970)

                           

Gross profit

 

3,303,439

 

147,820

 

3,451,259

 

3,677,706

 

143,830

 

3,821,536

                           

Income (expenses)

                       
 

Selling and distribution

 

(968,337)

 

(22,028)

 

(990,365)

 

(799,772)

 

(20,243)

 

(820,015)

 

General and administrative

 

(998,261)

 

(72,768)

 

(1,071,029)

 

(934,779)

 

(73,288)

 

(1,008,067)

 

Research and development

 

(106,198)

 

1

 

(106,197)

 

(99,083)

 

 

 

(99,083)

 

Results from equity investments

 

(25,807)

 

 

 

(25,807)

 

(1,665)

 

622

 

(1,043)

 

Other operating income (expenses), net

 

333,767

 

(310)

 

333,457

 

26,433

 

6,473

 

32,906

     

 

 

 

     

 

 

 

   

Operating profit

 

1,538,603

 

52,715

 

1,591,318

 

1,868,840

 

57,394

 

1,926,234

                           

Financial results

                       
 

Financial expenses

 

(3,902,499)

 

(23,710)

 

(3,926,209)

 

(3,551,717)

 

(8,816)

 

(3,560,533)

 

Financial income

 

530,182

 

1,746

 

531,928

 

765,025

 

(5,947)

 

759,078

     

 

 

 

     

 

 

 

   
     

(3,372,317)

 

(21,964)

 

(3,394,281)

 

(2,786,692)

 

(14,763)

 

(2,801,455)

                           

Profit (loss) before income tax and

                       

social contribution

 

(1,833,714)

 

30,751

 

(1,802,963)

 

(917,852)

 

42,631

 

(875,221)

                           
 

Current and deferred income tax and social contribution

 

793,376

 

(10,265)

 

783,111

 

373,742

 

(14,237)

 

359,505

     

793,376

 

(10,265)

 

783,111

 

373,742

 

(14,237)

 

359,505

                           

Profit (loss) for the period of continued operations

 

(1,040,338)

 

20,486

 

(1,019,852)

 

(544,110)

 

28,394

 

(515,716)

                           

Discontinued operations results

                       
 

Profit from discontinued operations

 

451,262

 

(26,402)

 

424,860

 

(70,911)

 

99,191

 

28,280

 

Current and deferred income tax and social contribution

 

(149,229)

 

5,916

 

(143,313)

 

(14,948)

 

14,237

 

(711)

     

302,033

 

(20,486)

 

281,547

 

(85,859)

 

113,428

 

27,569

                           

Loss for the year

 

(738,305)

 

 

 

(738,305)

 

(488,147)

 

 

 

(488,147)

                           

Attributable to:

                       
 

Company's shareholders

 

(731,143)

 

 

 

(731,143)

 

(496,450)

 

 

 

(496,450)

 

Non-controlling interest

 

(7,162)

 

 

 

(7,162)

 

8,303

 

 

 

8,303

                           
     

(738,305)

 

 

 

(738,305)

 

(488,147)

 

 

 

(488,147)

 

 

16

 


 
 

Braskem S.A.

 

Notes to the Consolidation Financial Statements

December 31, 2013, 2012 and 2011

All amounts in thousands of Brazilian reais unless otherwise stated 

 

Statement of comprehensive income

 

     

 

 

 

 

2012

     

Published

 

(b) Post-employment benefits

 

Revised

               
             

Loss for the year

  

(738,305)

   

(738,305)

             

Other comprehensive income or loss:

         

Items that may be reclassified subsequently to profit or loss

         
 

Fair value of cash flow hedge

 

16,238

     

16,238

 

Income tax and social contribution

 

(5,522)

     

(5,522)

     

10,716

     

10,716

               
 

Foreign currency translation adjustment

 

78,780

     

78,780

     

 

     

 

 

Total

 

89,496

     

89,496

               

Items that will not be reclassified to profit or loss:

           
 

Defined benefit plan actuarial (loss) gain

     

(18,204)

 

(18,204)

 

Income tax and social contribution

     

6,388

 

6,388

               
 

Total

     

(11,816)

 

(11,816)

               

Total other comprehensive income or loss

 

89,496

 

(11,816)

 

77,680

               

Total comprehensive income or loss for the year

 

(648,809)

 

(11,816)

 

(660,625)

               

Attributable to:

           
 

Company's shareholders - continued operations

 

(940,312)

 

(11,816)

 

(952,128)

 

Company's shareholders - discontinued operations

 

281,547

     

281,547

 

Non-controlling interest

 

9,956

     

9,956

     

 

 

 

 

 

Total comprehensive income or loss for the year

 

(648,809)

 

(11,816)

 

(660,625)

 

 

 

17

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.1.2        Consolidated financial statements

 

The consolidated financial statements were prepared and presented in accordance with the International Reporting Standards “IFRS” issued by the International Accounting Standards Board “IASB”.

  

(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 Braskem S.A..

 

The consolidation process provided for in pronouncement IFRS 10 corresponds to the sum of balance sheet accounts and profit and loss, in addition to the following eliminations:

 

a)      the investments of the Company in the equity of subsidiaries;

 

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 and loss for the year and assets that correspond to unrealized gains and unrealized losses with third parties on transactions between companies.

 

 

 

 

 

 

 

18

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The consolidated financial statements comprise the financial statements of Braskem S.A. and the following subsidiaries:

 

     

Total interest - %

     

Headquarters

           
     

(Country)

 

2013

 

2012

 

2011

             

 

   

Direct and Indirect subsidiaries

               

Braskem Alemanha

 

Germany

 

100.00

 

100.00

 

100.00

Braskem America Finance Company ("Braskem America Finance")

 

USA

 

100.00

 

100.00

 

100.00

Braskem America, Inc. (“Braskem America”)

 

USA

 

100.00

 

100.00

 

100.00

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

 

Argentina

 

100.00

 

100.00

 

100.00

Braskem Austria

 

Austria

 

100.00

 

100.00

   

Braskem Austria Finance

 

Austria

 

100.00

 

100.00

   

Braskem Chile

 

Chile

 

100.00

 

100.00

 

100.00

Braskem Espanha

 

Spain

 

100.00

 

100.00

   

Braskem Finance Limited (“Braskem Finance”)

 

Cayman Islands

 

100.00

 

100.00

 

100.00

Braskem Idesa

 

Mexico

 

75.00

 

75.00

 

65.00

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

 

Mexico

 

75.00

 

75.00

 

65.00

Braskem Importação

 

Brazil

 

100.00

 

100.00

 

100.00

Braskem Incorporated Limited (“Braskem Inc”)

 

Cayman Islands

 

100.00

 

100.00

 

100.00

Braskem México Serviços

 

Mexico

 

100.00

       

Braskem México, S de RL de CV (“Braskem México”)

 

Mexico

 

100.00

 

100.00

 

100.00

Braskem Netherlands B.V (“Braskem Holanda”)

 

Netherlands

 

100.00

 

100.00

 

100.00

Braskem Participações

 

Brazil

 

100.00

 

100.00

 

100.00

Braskem Petroquímica

 

Brazil

 

100.00

 

100.00

 

100.00

Braskem Petroquímica Chile Ltda. (“Petroquímica Chile”)

 

Chile

 

100.00

 

100.00

 

100.00

Braskem Qpar

 

Brazil

 

100.00

 

100.00

 

100.00

Cetrel

 

Brasil

         

54.09

Common

 

British Virgin Islands

 

100.00

 

100.00

 

100.00

DAT

 

Brazil

 

100.00

     

100.00

Ideom Tecnologia Ltda. ("Ideom)

 

Brazil

         

100.00

IQAG

 

Brazil

 

100.00

 

100.00

 

100.00

Lantana Trading Co. Inc. (“Lantana”)

 

Bahamas

 

100.00

 

100.00

 

100.00

Norfolk Trading S.A. (“Norfolk”)

 

Uruguay

 

100.00

 

100.00

 

100.00

Politeno Empreendimentos Ltda. (“Politeno Empreendimentos”)

 

Brazil

 

100.00

 

100.00

 

100.00

Quantiq

 

Brazil

 

100.00

 

100.00

 

100.00

Riopol

 

Brazil

     

100.00

 

100.00

                   

Specific Purpose Entity ("SPE")

               

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

 

Brazil

 

100.00

 

100.00

 

100.00

Fundo de Investimento Caixa Júpiter Multimercado Crédito Privado

               

Longo Prazo ("Fundo Júpiter)

 

Brazil

 

100.00

 

100.00

   
                   

Jointly-controlled investment

               

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

 

Brazil

         

33.20

Polietilenos de America S.A.("Polimerica")

 

Venezuela

         

49.00

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

 

Venezuela

         

49.00

 

 

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

 

 

Adjusted shareholders' equity

 

Adjusted profit (loss) for the period

 

2013

 

2012

 

2011

 

2013

 

2012

 

2011

                       

Braskem Idesa

137,116

 

87,813

 

93,578

 

(2,659)

 

(7,162)

 

(4,695)

Cetrel

   

 

 

121,744

     

 

 

12,998

Total

137,116

 

87,813

 

215,322

 

(2,659)

 

(7,162)

 

8,303

 

 

 

19

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 37).

 

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 IAS 21.

 

(b)               Brazilian real as functional currency

  

The company has a few companies abroad that also use the real as their 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 as “financial income” and “financial expenses”, respectively, except those designated for hedge accounting, which are, in this case, deferred in equity as cash flow hedges.

 

(c)               Functional currency other than the Brazilian real

 

Some subsidiaries and a jointly-controlled investments have a different functional currency from that of the Braskem S.A., as follows:  

 

        Braskem   Braskem    
        Braskem Idesa   Braskem   México   Braskem   America   Braskem   Braskem
Propilsur Braskem Idesa Serviços México Serviços America Finance Alemanha Áustria
USD MXN MXN MXN MXN USD USD EUR EUR

 

USD = U.S. dollar

EUR = Euro

MXN = Mexican peso

 

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 monthly average rate.

 

20

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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.

 

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 and measurement

 

Financial assets are classified as held for trading, loans and receivables held to maturity. This classification depends on the purpose for which they were acquired.

 

These 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.

 

(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).

 

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.

 

(b)               Loans and receivables - these are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. 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).

 

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.

 

Assets held to maturity – the Company’s held-to-maturity financial investments comprise mainly quotas of investment funds in credit rights.

 

 

 

 

21

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.5.2        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 debtor 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 carried to their future value at market rates and 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.

 

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

 

Management may designate certain derivatives as hedges of a particular risk associated with a recognized asset or liability or a highly probable forecast transaction. It may also designate non-derivative financial instruments as hedge for highly probable future sales in foreign currency (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.

 

 

 

22

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The effective portion (i) of the changes in the fair value of hedge derivatives and (ii) of the exchange variation of financial liabilities designated and qualified as sales flow hedge is recognized in equity, under “other comprehensive income”. These amounts are transferred to profit or loss for the periods in which the hedged item affects the financial results. 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, discontinued or is not expected to occur, the cumulative gain or loss in equity is immediately transferred to “financial result”.

 

The cash flow hedge transactions carried out by the Company are described in Note 21.2.1(b).

 

(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 allowance for doubtful accounts. 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.

 

2.9              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 period. 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 from the sale of assets that comprise the discontinued operation; and

 

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

 

23

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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.

 

2.10          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.

 

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

 

2.11          Investments in jointly-controlled investments

 

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

 

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

 

2.12          Property, plant and equipment

 

Property, plant and equipment is stated at cost net of accumulated depreciation and provision for impairment, when applicable. The cost includes:

 

(a)      the acquisition price and the financial charges incurred in borrowings during the phase of construction (Note 17), and all other costs directly related with making the asset usable; and

 

(b)     the fair value of assets acquired through business combinations.

 

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).

 

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.

 

24

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

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 17.

 

Projects in progress are not depreciated. Depreciation begins when the assets are available for use.

 

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

 

2.13          Intangible assets

 

The group of accounts that comprise the intangible assets is the following:

 

(a)               Goodwill based on future profitability

 

The existing goodwill was determined in accordance with the criteria established by the accounting practices adopted in Brazil before the adoption of the IFRS and represent the excess of the amount paid over the amount of equity of the entities acquired. Upon adoption of IFRS, 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.

 

(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 10 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 14 and 28 years).

 

(d)               Software 

 

Software is recorded at cost net of accumulated amortization. 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.

 

 

25

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.14          Impairment of non-financial assets

 

Assets that have indefinite useful lives, as 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 17(a)).

 

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.

 

2.15          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. 

 

2.16          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    

 

2.17          Provisions 

 

Provisions are recognized in the balance sheet when (i) the Company has a present legal, contractual or constructive obligation as a result of past events, (ii) it is probable that an outflow of 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 24).

 

The contingencies assumed in a business combination for which an unfavorable outcome is considered possible are recognized at their fair value on the acquisition date. Subsequently, and until the liability is settled, these contingent liabilities are measured at the higher of the amount recorded in the business combination and the amount that would be recognized under IAS 37.

 

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

 

26

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

2.18          Current and deferred income tax and social contribution

 

The income tax (“IR”) and social contribution (“CSL”) recorded in the year are determined on the current and deferred tax basis. These taxes are calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company operates and are recognized in the 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.

 

2.19          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.

 

The cost components of defined-benefit plans are recognized as follows:

 

(i)            actuarial gains and losses from the actuarial remeasurement are recognized under “other comprehensive income”.

 

27

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(ii)          costs of past services are recognized as profit or loss as they are incurred; and

 

(iii)        the net amount of interest on the assets and liabilities of the plan are recorded in the financial results for the period.

 

2.20          Contingent assets and liabilities and judicial deposits

 

The recognition, measurement and disclosure of contingent assets and liabilities and judicial deposits are performed in accordance with IAS 37 as follows:

 

(i)            Contingent assets – are not recognized in the books, except when management considers, supported by the opinion of its external legal advisors, the gain to be virtually certain or when there are secured guarantees or for which a favorable final and unappealable decision has been rendered.

 

(ii)          Contingent liabilities – are not recognized, except when Management considers, supported by the opinion of its external legal advisors, that the chances of an unfavorable outcome is probable. For unrecognized contingencies, the Company discloses the main proceedings for which an unfavorable outcome is assessed as a possible in (Note 29).

 

(iii)        Judicial deposits – are maintained in non-current assets without the deduction of the related provisions for contingencies or legal liabilities, unless such deposit can be legally offset against liabilities and the Company intends to offset such amounts  

 

2.21          Distribution of dividends

 

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

 

Upon closing the balance sheet, the amount corresponding to the minimum mandatory dividend (Note 30(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 “additional proposed dividend”, in the “revenue reserves” group under shareholders' equity. Once approved by the shareholders’ meeting, this portion is transferred to current liabilities.

 

2.22          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.

 

 

28

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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.

 

2.23          Rules, changes and interpretation applied for the first time in 2013

 

Braskem applied for the first time in 2013 the effects of IAS 19 – “Employee benefits” (Note 2.1.1 (a)) and the amendment of IAS 1 – “Presentation of Financial Statements” including the disclosure of profits and losses in other comprehensive income that will affect or not the result of the period at the Financial of Operations.

 

There are other changes applied for the first time in 2013. Nonetheless, they have no impact to the Company financial statements.

 

2.24          Rules, changes and interpretations of standards that will be in force in 2014

 

Rules, changes and interpretations of standards that will be in force in 2014 and have not been adopted early by the Company:

 

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.

 

IFRS 10, IFRS 12 and IAS 27 - "Investment Entities" – in October 2012, IASB issued an amendment to the IFRS 10, IFRS 12 and IAS 27 standards, which defines investment entities and introduces an exception to the consolidation of subsidiaries by investment entities, also establishing the accounting treatment in these cases. These will be applicable as of January 1, 2014.

 

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

 

2.25          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:

 

29

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 2010 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.

 

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 estimative is in the Business Plan, which is approved by the Board of Directors. This plan is prepared by the Executive Board using as main variables the price of the products manufactured by the Company, price of naphtha, expected market growth, Gross Domestic Product (“GDP”), exchange variation, interest rate, inflation rate and fluctuations in the supply and demand of inputs and finished products are obtained from expert external consultants, historical performance and results of the Company and its capacity to generate taxable income, improvement in the utilization rates of the Company's plants based on market growth and internal programs focused on operational efficiency, specific incentives from the Brazilian government for the petrochemical sector in Brazil. 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.

 

The tax losses and social contribution negative bases do not expire under Brazilian tax laws, as well as tax losses in Germany.

 

30

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

3.2              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.

 

3.3              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 2013, this analysis concluded that the useful lives applied in 2013 should be maintained in 2014.

 

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:

 

 

 

(%)

 

2013

 

2012

Buildings and improvements

3.42

 

3.59

Machinery, equipment and installations

7.23

 

7.25

Mines and wells

8.96

 

9.01

Furniture and fixtures

10.28

 

10.75

IT equipment

21.21

 

20.50

Lab equipment

9.30

 

9.90

Security equipment

9.83

 

9.99

Vehicles

20.02

 

18.71

Other

15.86

 

19.54

 

 

31

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

3.4              Business combination

 

In accordance with 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.

 

3.5              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 is based on the business plan prepared and approved annually by the Management of the Company (Note 3.1).

 

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 BA;

·           CGU UNIB South: represented by assets of the basic petrochemicals plants located in the RS;

·           CGU UNIB Southeast: represented by assets of the basic petrochemicals plants located in the RJ and SP;

 

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;

 

 

32

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

Chemical Distribution operating segment:

 

·           represented by assets of the subsidiaries Quantiq and IQAG.

 

(b)               Goodwill based on future profitability and intangible assets with indefinite useful lives

 

Whether there are indications that the amount of an asset may not be recovered or not, the balances of goodwill from future profitability arising from business combinations and intangible assets with indefinite useful lives are tested for impairment at least once a year at the balance sheet date.

 

For the purposes of testing impairment, the Company allocated the goodwill existing at the CGU UNIB South and in the Polyolefins and Vinyls operating segments. The Company’s Management allocated the goodwill to the Polyolefins segment based on the way this goodwill is internally managed. The existing goodwill was generated in a business combination that resulted in the simultaneous acquisition of polypropylene and polyethylene plants. The main raw materials of these plants were already supplied by the Braskem S.A., which allowed for the obtainment of significant synergies in the operation. These synergies were one of the main drivers of that acquisition. Accordingly, the Company’s Management tested this goodwill and assets for impairment in the ambit of their operating segment since the benefits of the synergies are associated with all units acquired.

 

3.6              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 29). In business combination transactions, in accordance with the provision in IFRS 3, the Company records the fair value of the claims based on the assessment of loss (Note 24). 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.

 

33

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 not does it disclose them in a note to the financial statements regardless of the amount involved.

 

The Company’s Management believes that the estimates related to the outcome of the proceedings and the possibility of future disbursement may change in view of the following: (i) higher courts may decide in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the of a proceeding involving the Company, without any disbursement or without implying the need of any financial settlement of the proceeding; and (ii) programs encouraging the payment of the debts implemented in Brazil at the Federal and State levels, 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 market risks arising from variations in commodity prices, foreign exchange rates, interest rates, credit risks of its counterparties in cash equivalents, financial investments, trade accounts receivable and 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 risks

 

Braskem prepares a sensitivity analysis for risks of exchange rates and interests to which it is exposed, which is presented in Note 21.4.

 

(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 ethylene (Note 21.2.1).

 

(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 function currency (principally Brazilian real, Mexican pesos and euro) with 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.

 

On December 31, 2013, Braskem prepared sensitivity analysis for its exposures to risks of exchange rate fluctuation of euro and dollar, as informed in Note 21.4.

 

34

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(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”), and in the Interbank Certificate of Deposit (“daily CDI”) rate.

 

In the year, Braskem held swap contracts (Note 21.2.1) 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, 2013, Braskem prepared a sensitivity analysis for the exposure to the floating interest rates Libor, CDI and TJLP, as informed in Notes 21.4(f), (g) and (h).

 

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, 2013, 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.,  Banco Votorantim S.A., Banco West LB do Brasil S.A., Banco Caixa Geral – Brasil S.A., and Banco Bradesco S.A.  Approximately 36% 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, 2013, the balance of trade accounts receivable was net of allowance for doubtful accounts of R$282,753 (2012 - R$256,884) (Note 9).

 

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 obligations 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), 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.

 

35

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 4 as from November 2012; and (ii) US$250 million for a period of 5 years as from August 2011; and (iii) R$450 million for a period of 3 years as from December 2012. These credit facilities enable Braskem to reduce the amount of cash it holds. Until December 31, 2013, any credit from these lines had being drowned.

 

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

   
   

Note

 

one year

 

two years

 

five years

 

five years

 

Total

Financial liabilities

                       

Trade payables

     

10,421,687

 

 

 

 

 

 

 

10,421,687

Borrowings

     

1,291,993

 

3,896,070

 

3,875,378

 

20,445,519

 

29,508,960

Project finance

     

29,317

 

106,888

 

720,944

 

6,588,359

 

7,445,508

Derivatives

     

95,123

 

(68,128)

 

464,168

 

 

 

491,163

Other payables

 

(i)

 

 

 

133,416

 

142,326

 

370,420

 

646,162

At December 31, 2013

     

11,838,120

 

4,068,246

 

5,202,816

 

27,404,298

 

48,513,480

 

(i)         Refers to amounts payable to non-controlling shareholders of Braskem Idesa and amounts payable to BNDES Participações S.A., as part of the business combination with Quattor, in the amounts of R$370,420 and R$275,742, respectively.

 

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. 

 

5                    Discontinued operations

 

In the last quarter of 2012, the Management of the Company divested its interests in the capital of Cetrel and Braskem Distribuidora.

 

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.

 

36

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

This investment was sold, on December 28, 2012, to Odebrecht Ambiental (Note 1(b.xix)) for R$208,100. 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 amount was fully received in 2013.

 

With this sale, Braskem recognized a gain of R$48,827 in 2012.

 

The results of Cetrel for 2012 and the gain from its divestment are presented in the line “profit or loss from discontinued operations” in the consolidated statements of operations and detailed in item (a) of this Note.

 

The operating profit or loss of Cetrel was presented under segment information as “Other segments” (Note 37).

 

·           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 for R$444,000. The sale price defined by the parties was confirmed by a specialized company, which issued a favorable fairness opinion regarding the price. The amount was fully received in 2013.

 

With this sale, Braskem recognized a gain of R$359,892 in 2012.

 

The results of Braskem Distribuidora for 2012 and the gain from its divestment are presented in the line “profit or loss from discontinued operations” in the consolidated statements of operations and detailed in item (a) of this Note.

 

The operating results of Braskem Distribuidora were presented in the segment information as “Other segments” (Note 37).

 

 

37

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(a)               Gains or losses from discontinued operations

 

Statements of discontinued operations.

 

   

Note

 

2012

 

2011

   

2.1.1(b)

 

Revised

 

Revised

             

Net sales revenue

     

81,703

 

89,654

Cost of products sold

     

(48,660)

 

(54,973)

Gross profit

     

33,043

 

34,681

             

Selling, General and administrative expenses

     

(30,592)

 

(22,149)

Other operating income, net

     

5,209

 

19,192

Operating gain

     

7,660

 

31,724

             

Financial results

     

8,481

 

(3,444)

Gain on sale of equity investments

     

408,719

   

Profit before income tax and social contribution

     

424,860

 

28,280

             

Current and deferred income tax and social contribution

     

(143,313)

 

(711)

Discontinued operations results

     

281,547

 

27,569

 

 

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

 

 

38

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(b)               Cash flow statements from discontinued operations

 

Statements of cash flow from discontinued operations.

 

     

Note

 

2012

 

2011

     

2.1.1(b)

 

Revised

 

Revised

               

Profit before income tax and social contribution

     

424,860

 

28,280

               

Adjustments for reconciliation of profit

           
 

Depreciation, amortization and depletion

     

10,644

 

11,757

 

Interest and monetary and exchange variations, net

     

2,964

 

1,585

 

Gain on sale of equity investments

     

(408,719)

   
 

Other adjustments

     

1,276

 

47

         

 

 

 

         

31,025

 

41,669

               

Changes in operating working capital

     

2,642

 

(294)

         

 

 

 

Net cash generated by operating activities

     

33,667

 

41,375

               

Acquisitions to property, plant and equipment

     

(33,883)

 

(21,065)

Acquisitions of intangible assets

     

(732)

 

(179)

         

 

 

 

Net cash used in investing activities

     

(34,615)

 

(21,244)

               

Short-term and long-term debt

           
 

Obtained borrowings

     

-

 

54,980

 

Payment of borrowings

     

(19,423)

 

(7,157)

 

Non-controlling interests in subsidiaries

     

9,930

 

 

               

Net cash used in financing activities

     

(9,493)

 

47,823

         

 

 

 

Increase in cash and cash equivalents

     

(10,441)

 

67,954

               

Represented by

           
 

Cash and cash equivalents at the beginning of the period

     

141,804

 

73,850

 

Cash and cash equivalents at the end of the period

     

131,363

 

141,804

         

 

 

 

Decrease in cash and cash equivalents

     

(10,441)

 

67,954

 

6                    Business combination

 

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 (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 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. In Germany, the acquired plants are located in Wesseling and Schkopau and have annual production capacity of 545 thousand tons.

39

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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 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 by IFRS 3, the Company recognized, retrospectively, among other amounts, the following main amounts in the 2011 financial statements:

 

(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.

 

 

40

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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:

 

      Total    
  United   business    
  States   Germany   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

 

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

 

41

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

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

 

7                    Cash and cash equivalents

 

     

2013

 

2012

         

 

Cash and banks (i)

 

987,824

 

398,142

Cash equivalents:

       
 

Domestic market

 

1,906,790

 

1,293,164

 

Foreign market (i)

 

1,441,245

 

1,596,316

Total

 

4,335,859

 

3,287,622

 

(i)         The amount of R$656,427 corresponds to cash and bank balance and R$153,448 corresponds to cash equivalents abroad of Braskem Idesa, available for its use on the project.

 

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

 

     

2013

 

2012

Held-for-trading

       
 

Investments in FIM Sol

 

61,670

 

50,803

 

Investments in foreign currency

 

3,773

 

5,256

 

Shares

 

1,170

 

3,023

Loans and receivables

       
 

Investments in FIM Sol

 

 

 

77,469

 

Investments in local currency

 

 

 

513

Held-to-maturity

       
 

Quotas of investment funds in credit rights

(i)

40,696

 

52,559

 

Restricted deposits

 

 

 

1,281

 

Time deposit investment

 

189

 

15,731

 

Investments in foreign currency

(ii)

469,376

 

307,639

 

Compensation of investments in foreign currency

(ii)

(469,376)

 

(307,639)

Total

 

107,498

 

206,635

           

In current assets

 

86,719

 

172,146

In non-current assets

 

20,779

 

34,489

Total

 

107,498

 

206,635

 

(i)       On December 31, 2013, the Braskem S.A. held junior subordinated shares issued by receivables-backed investment funds. These shares are measured by their redemption value and are held until the conclusion of operations of said funds. The funds issue two other types of shares that enjoy priority in compensation over the junior subordinated shares. The risk related to the operations of these funds is limited to the value of the shares held by the Braskem S.A..

 

(ii)     On December 31, 2013, Braskem Holanda had financial investments held to maturity that are irrevocably offset, by an export prepayment agreement of the Braskem S.A., in the amount of US$200 million, as provided for in the credit assignment agreement entered into between these two companies and Banco Bradesco (Note 19). This accounting offset was carried out in accordance with IAS 32, which provide for the possibility of offsetting financial instruments when there is intent and rightfully executable right to realize an asset and settle a liability simultaneously.

 

42

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

9                    Trade accounts receivable

 

     

2013

 

2012

Consumers

       
 

Domestic market

 

1,578,008

 

1,038,673

 

Foreign market

 

1,577,140

 

1,582,433

Allowance for doubtful accounts

 

(282,753)

 

(256,884)

Total

 

2,872,395

 

2,364,222

           

In current assets

 

2,810,520

 

2,326,480

In non-current assets

 

61,875

 

37,742

Total

 

2,872,395

 

2,364,222

 

 

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

 

     

2013

 

2012

         

 

Accounts receivables not past due

 

2,650,938

 

2,051,353

Past due securities:

       

Up to 90 days

 

246,740

 

350,476

91 to 180 days

 

8,393

 

5,814

As of 180 days

 

249,077

 

213,463

     

3,155,148

 

2,621,106

Allowance for doubtful accounts

 

(282,753)

 

(256,884)

Total customers portfolio

 

2,872,395

 

2,364,222

 

 

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

 

     

2013

 

2012

 

2011

         

 

 

 

Balance of provision at the beginning of the year

 

(256,884)

 

(253,607)

 

(269,159)

Provision in the year

 

(27,333)

 

(53,255)

 

4,612

Write-offs

 

23,250

 

27,374

 

18,671

Addition by acquisition of companies

       

(7,731)

Write-off by investment sale

   

818

   

Transfers (of) to non-current assets held for sale

 

(21,786)

 

21,786

   

Balance of provision at the end of the year

 

(282,753)

 

(256,884)

 

(253,607)

 

The Company realizes part of its trade accounts receivable through the sale of trade notes to funds that acquire receivables. These operations are not entitled to recourse, for which reason the trade notes are written-off at the moment of the operation.

  

43

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

10                Inventories 

 

     

2013

 

2012

           

Finished goods

 

3,429,979

 

2,622,736

Raw materials, production inputs and packaging

 

1,113,272

 

1,175,451

Maintenance materials

 

230,822

 

211,517

Advances to suppliers

 

236,672

 

61,385

Imports in transit and other

 

139,562

 

30,966

Total

 

5,150,307

 

4,102,055

           

In current assets

 

5,033,593

 

4,102,055

In non-current assets

 

116,714

 

 

Total

 

5,150,307

 

4,102,055

 

Advances to suppliers and expenditures with imports in transit are mainly related to operations for the acquisition of the main raw material.

 

11                Related parties

 

The Company carries out transactions with related parties in the ordinary course of its operations and activities. The Company believes that all the conditions set forth in the contracts with related parties meet the Company’s interests. To ensure that these contracts present terms and conditions that are as favorable to the Company as those it would enter into with any other third parties is a permanent objective of Braskem’s Management.  

 

(a)               Balances and transactions

 

   

Balances at December 31, 2013

   

Assets

 

Liabilities

   

 

Current

 

Non-current

 

Current

   

Trade accounts receivable

 

Related parties

 

Other

 

Total

 

Related parties

 

Other

 

Total

 

Trade payables

       

Receivable notes

 

Other receivable

       

 

Loan agreements

 

Other receivable

   

 

 

 

 
                     

 

 

 

 

 

 

 

 

 

 

Jointly-controlled investment

                                       

Refinaria de Petróleo Riograndense S.A. ("RPR")

 

 

 

 

 

 

 

150

(i)

150

 

 

 

 

     

 

 

3,106

   

 

 

 

 

 

 

150

 

150

 

 

 

 

 

 

 

 

 

3,106

                   

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

             

 

 

 

 

 

 

 

 

 

 

 

Borealis Brasil S.A. ("Borealis")

 

11,368

 

187

 

 

 

 

 

11,555

 

 

 

 

     

 

 

 

   

11,368

 

187

 

 

 

 

 

11,555

 

 

 

 

 

 

 

 

 

 

                   

 

 

 

 

 

 

 

 

 

 

 

Related companies

                                       

Odebrecht and subsidiaries

 

440

 

 

 

78,068

 

37,436

(ii)

115,944

 

 

 

 

 

782,565

(iii)

782,565

 

533,498

Petrobras and subsidiaries

 

99,018

 

9,925

 

36,307

 

42,013

(ii)

187,263

 

67,348

 

66,301

 

 

 

133,649

 

1,833,040

Other

 

15,135

 

 

 

 

 

 

 

15,135

 

 

 

 

     

 

 

 

   

114,593

 

9,925

 

114,375

 

79,449

 

318,342

 

67,348

 

66,301

 

 

 

916,214

 

2,366,538

                   

 

 

 

 

 

 

 

 

 

 

 
                   

 

 

 

 

 

 

 

 

 

 

 

Total

 

125,961

 

10,112

 

114,375

 

79,599

 

330,047

 

67,348

 

66,301

 

 

 

916,214

 

2,369,644

 

(i)         Amount in “dividends and interest on capital payable”.

(ii)       Amount related to raw material suppliers.

(iii)      Amount of R$665,851 in "Property and equipment", referring to works in progress and R$116,714 related to raw material supply.

 

44

 


 
 

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, 2013

               

 

       

Purchases of

     

Cost of

       

raw materials,

 

Financial

 

production/general

   

Sales

 

services and

 

income

 

and administrative

   

of products

 

utilities

 

(expenses)

 

expenses

                 

Jointly-controlled investment

               

RPR

 

18,775

 

39,640

     
   

18,775

 

39,640

     
                 

Associated companies

               

Borealis

 

291,836

       
   

291,836

       
                 

Related companies

               

Odebrecht and subsidiaries

 

23,707

 

284,433

     

Petrobras and subsidiaries

 

1,369,882

 

15,980,040

 

4,525

   

Other

 

34,014

 

4,625

 

 

   
   

1,427,603

 

16,269,098

 

4,525

   
                 

Post employment benefit plan

               

Odebrecht Previdência Privada ("Odeprev")

         

19,703

           

19,703

                 
                 

Total

 

1,738,214

 

16,308,738

 

4,525

 

19,703

 

   

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 investment

                                   

RPR

 

 

 

 

 

 

 

2,645

(i)

2,645

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

2,645

 

2,645

 

 

 

 

 

 

 

 

                   

 

 

 

 

 

 

 

 

 

Associated companies

                 

 

 

 

 

 

 

 

 

 

Borealis

 

1,017

 

187

 

 

 

 

 

1,204

 

 

 

 

 

 

 

 

   

1,017

 

187

 

 

 

 

 

1,204

 

 

 

 

 

 

 

 

                   

 

 

 

 

 

 

 

 

 

Related companies

                                   

Odebrecht and subsidiaries

 

 

 

 

 

 

 

652,100

(ii)

652,100

 

 

 

 

 

 

 

1,388

Petrobras and subsidiaries

 

95,462

 

 

 

13,725

 

 

 

109,187

 

62,822

 

64,805

 

127,627

 

1,505,754

Sansuy

 

15,640

 

 

 

 

 

 

 

15,640

 

 

 

 

 

 

 

 

   

111,102

 

 

 

13,725

 

652,100

 

776,927

 

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)              Amount in “dividends and interest on capital receivable”.

(ii)            Amount in “other receivables” in the balance sheet.

 

  

45

 


 
 

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

Jointly-controlled investment

               

Propilsur

         

43

   

RPR

 

24,434

 

42,925

 

743

   
   

24,434

 

42,925

 

786

   

Associated companies

             

Borealis

 

143,477

 

 

 

 

   
   

143,477

 

 

 

 

   

Related companies

               

Odebrecht and subsidiaries

 

 

 

276,193

 

 

 

 

Petrobras and subsidiaries

 

1,227,344

 

16,783,645

 

4,304

 

 

Sansuy

 

27,871

 

11,050

 

 

 

 

Other

 

3,150

 

232,988

 

 

 

 

   

1,258,365

 

17,303,876

 

4,304

 

 

Post employment benefit plan

               

Odeprev

         

24,898

           

24,898

                 
                 

Total

 

1,426,276

 

17,346,801

 

5,090

 

24,898

 

 

 

 

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 investment

               

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

   

Petrobras Global Trading BV

 

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

 

 

  

46

 


 
 

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 Braskem S.A. and its subsidiaries and any of its common shareholders, directors of the Company, its Braskem S.A. 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 Corporation 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: subsidiary of Odebrecht

·           CNO: subsidiary of Odebrecht

·           Odebrecht Ambiental: subsidiary of Odebrecht

·           OCS: subsidiary of Odebrecht

·           Petrobras: shareholder of Braskem

·           Petrobras Global Trading BV: subsidiary of Petrobras

·           Refap: merged by Petrobras

 

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

 

·           Cetrel: 

 

(i)       In November 2012, an agreement was executed for the acquisition of reuse water by plants installed in the Camaçari Petrochemical Complex for a period of 15 years and with an estimated value of R$120 million;

 

(ii)     In August 2010, an agreement was executed for the treatment of the effluents discharged by the plants located in the Camaçari Petrochemical Complex for a period of 4 years and with a total maximum value of R$60 million.

 

·           CNO: 

 

(i)       Braskem – In February 16, 2007, an agreement was executed, with the objective of performing services in the shutdowns for maintenance and inspection in the industrial units. This agreement is valid through February, 15 2014 and provides for a different price for each type of activity carried out by CNO

 

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

 

 

 

47

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

·           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 Company of Basic Sanitation of São Paulo State– SABESP for the production of industrial reuse water) by the plants located in the SP Petrochemical Complex. The agreement is valid through 2053 and has an estimated annual value of R$65 million.

 

·           Petrobras:  

 

(i)       Naphtha 

 

The Braskem S.A. 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 plants located in the Triunfo, Camaçari and SP 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 tons a year and a maximum consumption of 7,019,600 tons a year. The subsidiary of Petrobras, Petrobras Global Trading BV, also supplies naphtha to the Company and its subsidiaries.  

 

(ii)     Propylene 

 

Braskem has propylene supply agreements with Petrobras through its refineries for the Company’s plants located in the Petrochemical Complexes of Triunfo, RJ and SP. These agreements provide for the full supply of approximately 910,000 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, light refinery hydrocarbons (“HLR”) and electricity

 

The subsidiary Riopol has an agreement with Petrobras for the supply of 392,500 metric tons of ethane a year, 392,500 tons of propane a year, 438,0 n/m³ of HLR year and 306.6 GWh of electricity a year.

 

(iv)   Fuel oil

 

Braskem has an agreement with BR Distribuidora, a subsidiary of Petrobras, to supply fuel oil to its unit in the Camaçari Petrochemical Complex.

 

(v)     Sale of various products

 

The Company supplies to Petrobras and its subsidiaries many products it manufactures, such as solvents, automotive gasoline, butadiene, paraxylene, benzene, toluene, etc. These supplies are not covered by an agreement and take place on a regular basis at market prices.

 

 

48

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

·           OCS:  

 

The Company entered into a risk and insurance management agreement with OCS, amounting to approximately R$3.6 million, which may be renewed for another year.

 

(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

 

2013

 

2012

   
             

Long-term incentives

 

2,333

 

2,897

   

Total

 

2,333

 

2,897

   
             
         

Income statement transactions

 

2011

 

2012

 

2011

Remuneration

           

Short-term benefits to employees and managers

 

35,380

 

35,026

 

32,445

Post-employment benefit

 

275

 

214

 

223

Long-term incentives

 

15

 

565

 

1,519

Total

 

35,670

 

35,805

 

34,187

 

 

12                Taxes recoverable

 

         

2013

 

2012

Brazil

         

 

 

IPI

 

 

 

28,701

 

32,734

 

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

 

(a)

 

738,282

 

845,045

 

ICMS - credits from PP&E

 

 

 

123,354

 

178,920

 

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

 

(b)

 

719,448

 

484,692

 

PIS and COFINS - credits from PP&E

 

 

 

269,006

 

273,693

 

PIS and COFINS - Law 9,718/98

 

(c)

 

24,207

 

171,140

 

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

 

(d)

 

88,339

 

104,256

 

Income tax and social contribution (IR and CSL)

 

(e)

 

542,686

 

452,867

 

REINTEGRA program

 

(f)

 

267,049

 

217,775

 

Other

   

155,965

 

150,980

           

Other countries

       
 

Value-added tax

 

(g)

 

563,650

 

90,301

 

Income tax

   

2,516

 

942

Total

   

3,523,203

 

3,003,345

             

Current assets

   

2,237,213

 

1,476,211

Non-current assets

   

1,285,990

 

1,527,134

Total

   

3,523,203

 

3,003,345

 

(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 BA, RS and SP where most production units are concentrated.

 

49

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

The Company’s Management has been prioritizing a series of actions 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 RS, maintaining the full deferral of ICMS on the imports, reduction in the ICMS tax levied on domestic operations with naphtha and limiting the use of accumulated ICMS credits to R$8,500 per month for offsetting monthly ICMS payable by the units in that state;

 

·         Maintenance of the Agreement with the Government of BA, which ensures the effective enforcement of State Decree No. 11,807 of October 27, 2009, which (i) full deferral of the ICMS tax on domestic and imported naphtha acquired in that state and; (ii) capped at R$9,100 per month the use of cumulative ICMS tax credits that can be deducted from the debt balance between April 2011 and March 2014, and the amount of R$5,907 per month between April 2014 and March 2018; and

 

·         In SP, Decree 59,232/13 allowed deferral of the ICMS tax on naphtha, propylene and ethylene produced in Brazil or imported, acquired in this state, which enabled Braskem to use the accumulated ICMS credits.

 

(b)               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.

 

The realization of these credits occurs in two ways: (i) offset of overdue or falling due liabilities related to taxes levied by the Federal Revenue Service; or (ii) cash reimbursement.

 

(c)               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 and have been restated by the basic interest rate (Selic). In 2013, Braskem offset the amount of R$144,184 (R$15,729 in 2012).

 

(d)               PIS – Decree-Laws 2,445 and 2,449/88

 

This item includes credits arising from decisions in lawsuits that challenged the constitutionality of Decree Laws No. 2,445 and No. 2,449/88. In 2013, Braskem offset the amount of R$13,311 (R$90,561 in 2012)

 

(e)               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.

 

(f)                REINTEGRA Program

 

The REINTEGRA 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.

 

50

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

In accordance with Provisional Presidential Decree (“PPD”) 601, the program was valid until December 31, 2013.

 

In the fiscal year ended December 31, 2013, the Company recognized credits in the amount of R$229,742 (R$228,052 in 2012) (Note 12) and offset the amount of R$180,468 (R$28,201 in 2012).

 

(g)               Value added tax – subsidiaries abroad

 

On December 31, 2013, this line included:

 

(i)     R$16,111 from sales by Braskem Alemanha to other countries. These credits are reimbursed in cash by the local government; and

 

(ii)   R$541,904 from purchases of machinery and equipment for the Ethylene XXI project (Note 17). These credits will be reimbursed in cash by the local government after validating the credits according to established tax procedures.

 

13                Judicial deposits – non-current assets

 

     

2013

 

2012

Judicial deposits

       
 

Tax contingencies

 

137,631

 

101,499

 

Labor and social security contingencies

 

62,621

 

73,177

 

Other

 

9,658

 

4,942

Total

 

209,910

 

179,618

 

As of December 31, 2013, a portion of the deposits is associated with legal proceedings for which the probability of loss is possible (Note 24) and a portion is associated with proceedings for which the probability of loss is remote.

 

In addition, on December 31, 2013, the Company maintains escrow deposits amounting to R$54,793 (R$44,163 in 2012) related to legal proceedings for which the chance of loss was deemed as probable. Such deposits are offset by their respective provisions.

 

14                Insurance claims

 

On December 31, 2013, this item under current and non-current was as follows:

 

(i)       R$119,937 related to damages receivable from losses that occurred in the furnaces, electric system and equipment of the Basic Petrochemicals unit of the Camaçari Complex (BA);

 

(ii)     R$37,823 related to damages receivable from losses at the Chlor-Alkali and PVC plants in the state of AL.

 

In 2013, the Company received R$178,190 relating mainly to the losses arising in UNIB BA in December 2010 and February 2011.

 

 

51

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

15                Other accounts receivable

 

(a)               Current 

 

The main balances forming this line under current assets are:

 

(i)      R$95,149 in advances to service suppliers (2012 - R$91,090);

 

(ii)    R$34,101 from operations for hedge accounting (Note 21.2.1(b)); and

 

(iii)  During fiscal year 2013, Braskem received from Odebrecht Ambiental the amount of R$689,868 related to the divestment of the interests in Cetrel and Braskem Distribuidora.

 

(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. In 2013, the Alclor case received the final and unappealable judgment. The amount for 2013 of deemed uncontestable in relation to the companies Copesul, Cinal and Alclor 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, 2013, the balance of this account is R$71,895 (2012 – R$71,895).

 

52

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

(ii)    R$137,345, from operations to hedge accounting (Note 21.2.1(b).

 

16                Investments 

 

(a)               Information on investments

 

       

Interest in total capital

 

Adjusted net profit (loss)

 

Adjusted

       

total (%) - 2013

 

for the period

 

equity

       

Direct

 

Direct and Indirect

 

2011

 

2012

 

2011

 

2013

 

2012

                                 

Jointly-controlled investment

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

RPR

   

33.20

 

33.20

 

1,871

 

24,335

 

18,339

 

124,980

 

128,591

 

OCE

(i)

 

20.00

 

20.00

 

402

 

 

   

 

689

 

 

 

Propilsur

 

 

49.00

 

49.00

 

(4,445)

 

(556)

 

(1,305)

 

109,300

 

109,695

   

 

 

 

 

 

 

 

 

 

   

 

 

 

 

Associates

                             
 

Borealis

 

 

20.00

 

20.00

 

5,492

 

16,102

 

22,307

 

166,746

 

165,459

 

Companhia de Desenvolvimento

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

Rio Verde ("Codeverde")

 

 

35.97

 

35.97

 

(596)

 

(596)

 

1,561

 

46,342

 

46,342

(i)                Shares acquired in July 2013 (Note 1(b.xxiii)).

 

 

(a.1)    Description of jointly-controlled investments

 

 

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

 

·      Propilsur –installing the PP production unit in Venezuela.

 

·      RPR –refining, processing and sale and import of oil, its byproducts and correlated products.

 

·      OCE – purchase and sale of electricity in the spot market.

 

53

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

 

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

 

 

           

Dividends

             

Currency

   
   

Balance at

 

Capital

 

and interest

 

Effect

     

Interest

 

translation

 

Balance at

   

Dec/2012

 

increase

 

on equity

 

of results

 

Other

 

Gain

 

adjustments

 

Dec/2013

Jointly-controlled investments

                               

Propilsur

 

44,145

         

(752)

         

(2,993)

 

40,400

RPR

 

42,698

         

(1,428)

 

230

         

41,500

OCE

     

55

     

48

 

2

 

33

     

138

Total jointly-controlled investments

86,843

 

55

 

 

 

(2,132)

 

232

 

33

 

(2,993)

 

82,038

 

           

Dividends

             

Currency

   
   

Balance at

 

Capital

 

and interest

 

Effect

     

Interest

 

translation

 

Balance at

   

Dec/2012

 

increase

 

on equity

 

of results

 

Other

 

Gain (loss)

 

adjustments

 

Dec/2013

                                 

Associates

                     

Borealis

 

31,945

 

 

     

1,404

       

33,349

Nitrocolor

 

 

 

38

     

 

 

(38)

         

-

Total associates

 

31,945

 

38

     

1,404

 

(38)

         

33,349

 

 

(c)               Breakdown of equity accounting results

 

   

2013

 

2012

 

2011

             

Equity in results of subsidiaries, associate and jointly-controlled investments

 

(3,223) 

 

(22,199)

 

3,892

Provision for losses on investments

 

 

 

 

 

(18)

Other

 

 

 

(3,608)

 

(4,917)

   

(3,223)

 

(25,807)

 

(1,043)

 

   

 

54

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31

All amounts in thousands of reais 

 

17                Property, plant and equipment

 

   

Note

 

Land

 

Buildings and Improvements

 

Machinery, Equipment and Facilities

 

Projects and Stoppage in Progress

 

Other  

 

Total

                             

Cost

 

 

 

417,077

 

1,749,193

 

24,514,118

 

4,057,731

 

805,160

 

31,543,279

Accumulated depreciation/depletion

 

 

 

 

 

(699,935)

 

(9,296,148)

 

 

 

(370,411)

 

(10,366,494)

Balance as of December 31, 2012

 

 

 

417,077

 

1,049,258

 

15,217,970

 

4,057,731

 

434,749

 

21,176,785

Transfers of non-current assets held for sale

     

 

 

 

 

 

 

 

 

 

 

Balance as of December 31, 2012 (adjusted)

     

417,077

 

1,049,258

 

15,217,970

 

4,057,731

 

434,749

 

21,176,785

   

 

                       

Acquisitions

 

 

 

 

 

831

 

162,838

 

5,124,431

 

5,812

 

5,293,912

Capitalized financial charges

 

19(f)

 

 

 

 

 

 

 

362,528

 

 

 

362,528

Foreign currency translation adjustment

     

6,820

 

9,524

 

82,325

 

426,684

 

2,504

 

527,857

Transfers by concluded projects

 

 

 

 

 

31,178

 

950,857

 

(1,087,668)

 

114,188

 

8,555

Transfers to intangible

 

 

 

 

 

 

 

 

 

(28,653)

 

(76)

 

(28,729)

Other disposals, net of depreciation/depletion

 

 

 

 

(798)

 

(3,450)

 

(4,361)

 

(1,659)

 

(10,268)

Depreciation / depletion

     

 

 

(73,526)

 

(1,783,223)

 

 

 

(79,693)

 

(1,936,442)

Transfers from non-current assets held for sale

 

(i)  

 

5,162

 

31,484

 

15,500

 

1,361

 

3,220

 

56,727

Non-current assets held for sale

 

(ii)  

 

(151)

 

(790)

 

(15,804)

 

(19,147)

 

(1,485)

 

(37,377)

Net book value

 

 

 

428,908

 

1,047,161

 

14,627,013

 

8,832,906

 

477,560

 

25,413,548

Cost

 

 

 

428,908

 

1,830,245

 

25,671,115

 

8,832,906

 

936,228

 

37,699,402

Accumulated depreciation/depletion

 

 

 

 

 

(783,084)

 

(11,044,102)

 

 

 

(458,668)

 

(12,285,854)

Balance as of December 31, 2013

 

 

 

428,908

 

1,047,161

 

14,627,013

 

8,832,906

 

477,560

 

25,413,548

 

(i)     Transfer of assets from Quantiq and IQAG from non-current assets held for sale

(ii)      Transfer of assets from DAT to non-current assets held for sale

 

 

 

55

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

On December 31, 2013, the main project in progress is located in Mexico, through the subsidiary Braskem Idesa (Note 20).

 

Braskem offered in guarantee plants, land, real estate properties and machinery and equipment to comply with the obligations assumed in financing agreements (Note 19).

 

(a)          Impairment test for property, plant and equipament

 

In the preparation of the Business Plan for the 2014/2018 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 2013, 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).

 

18                Intangible assets

 

   

Goodwill

               
   

based on

         

Costumers

   
   

expected future

 

Brands

 

Software

 

and Suppliers

   
   

profitability

 

and Patents

 

licenses

 

Agreements

 

Total

Cost

 

3,187,722

 

199,367

 

402,396

 

685,890

 

4,475,375

Accumulated amortization

 

(1,128,804)

 

(71,141)

 

(183,908)

 

(150,556)

 

(1,534,409)

Balance as of December 31, 2012

 

2,058,918

 

128,226

 

218,488

 

535,334

 

2,940,966

                     

Acquisitions

 

 

 

 

 

25,608

 

140

 

25,748

Foreign currency translation adjustment

 

 

 

1,394

 

5,365

 

26,469

 

33,228

Transfers from PP&E

 

 

 

7,813

 

20,916

 

 

 

28,729

Transfers from non-current assets held for sale

(i)

 

 

 

 

13,246

 

 

 

13,246

Amortization

 

 

 

(11,035)

 

(54,987)

 

(63,265)

 

(129,287)

Net book value

 

2,058,918

 

126,398

 

228,636

 

498,678

 

2,912,630

Cost

 

3,187,722

 

208,574

 

473,560

 

712,499

 

4,582,355

Accumulated amortization

 

(1,128,804)

 

(82,176)

 

(244,924)

 

(213,821)

 

(1,669,725)

Balance as of December 31, 2013

 

2,058,918

 

126,398

 

228,636

 

498,678

 

2,912,630

                     

Average annual rates of amortization

     

5.80%

 

8.09%

 

7.96%

   

 

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

 

56

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(a)               Impairment test of intangible assets with defined and undefined useful lives

 

The Company’s goodwill was systematically amortized until December 2008. As from 2009, it has been subject to annual impairment tests in accordance with the provisions in IAS 36. On December 31, 2013, 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-BA 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.

 

In October 2013, Braskem conducted an impairment test of the goodwill using the value in use method (discounted cash flow) and did not identify any loss, as shown in the table below:

 

           

Book value

   
   

Allocated
goodwill

 

Cash flow
(CF)

 

(with goodwill and work capital)

 

CF/Book
value

CGU and operating segments

               

CGU - UNIB - South

 

926,854

 

7,353,584

 

848,412

 

8.7

Operating segment - Polyolefins

 

939,711

 

12,468,556

 

7,658,046

 

1.6

Operating segment - Vinyls

 

192,353

 

3,829,542

 

3,237,688

 

1.2

 

The following premises were adopted to determine the discounted cash flow: cash flow for 5 years based on the Business Plan, discount rate and perpetuity rate based on the Weighted Average Cost of Capital (WACC) of 13.26% p.a. and without 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

 

6,702,392

 

7,042,942

Operating segment - Polyolefins

 

11,223,392

 

11,864,605

Operating segment - Vinyls

 

3,434,515

 

3,638,822

 

 

 

 

57

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

19                Borrowings 

 

 

 

 

 

 

Annual financial charges

 

 

 

 

 

 

 

 

 

 

 

 

 

Average interest

 

 

 

 

 

 

Monetary restatement

 

(unless otherwise stated)

 

2013

 

2012

Foreign currency

 

 

 

 

 

 

 

 

 

 

 

Bonds and Medium term notes (MTN)

 

 

 

Note 19 (a)

 

Note 19 (a)

 

10,432,526

 

9,278,759

 

Advances on exchange contracts

 

 

 

US dollar exchange variation

 

0.60%

 

117,132

 

173,939

 

Export prepayment

 

 

 

Note 19 (b)

 

Note 19 (b)

 

540,744

 

513,610

 

BNDES

 

 

 

Note 19 (c)

 

Note 19 (c)

 

453,065

 

495,260

 

Export credit notes

 

 

 

Note 19 (d)

 

Note 19 (d)

 

843,060

 

787,687

 

Working capital

 

 

 

US dollar exchange variation

 

1.77% above Libor

 

633,632

 

 

 

Other

 

 

 

US dollar exchange variation

 

4.00% above Libor

 

1,268

 

917,283

 

Other

 

 

 

Exchange variation (UMBNDES)

 

6.06%

 

 

 

768

 

Transactions costs

 

 

 

 

 

 

 

(81,375)

 

(60,285)

 

 

 

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

 

 

 

Export credit notes

 

 

 

Note 19 (d)

 

Note 19 (d)

 

2,528,077

 

2,384,414

 

BNDES

 

(i)

 

Note 19 (c)

 

Note 19 (c)

 

2,464,987

 

2,381,892

 

BNB/ FINAME/ FINEP/ FUNDES

 

(i)

 

 

 

6.51%

 

658,372

 

605,273

 

BNB/ FINAME/ FINEP/ FUNDES

 

(i)

 

TJLP

 

0.35%

 

16,093

 

25,746

 

Other

 

 

 

 

 

2.87%

 

 

 

7,292

 

Transactions costs

 

 

 

 

 

 

 

(5,090)

 

 

Total

 

 

 

 

 

 

 

18,602,491

 

17,511,638

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

1,248,804

 

1,836,028

Non-current liabilities

 

 

 

 

 

 

 

17,353,687

 

15,675,610

Total

 

 

 

 

 

 

 

18,602,491

 

17,511,638

 

(i) Governmental financial companies

 

(a)               Bonds and MTN

 

     

Issue amount

     

Interest

   

Issue date

 

 

(US$ in thousands)

 

Maturity

 

(% per year)

 

2013

 

2012

July 1997

   

250,000

 

June 2015

 

9.38

 

152,328

 

134,175

January 2004

   

250,000

 

January 2014

 

11.75

 

178,897

 

169,609

September 2006

(i)

 

275,000

 

January 2017

 

8.00

 

305,006

 

275,270

June 2008

(i)

 

500,000

 

June 2018

 

7.25

 

1,000,375

 

1,026,894

May 2010

(i)

 

400,000

 

May 2020

 

7.00

 

940,780

 

820,621

May 2010

   

350,000

 

May 2020

 

7.00

 

828,360

 

722,596

October 2010

   

450,000

 

no maturity date

 

7.38

 

1,072,742

 

935,776

April 2011

   

750,000

 

April 2021

 

5.75

 

1,772,070

 

1,545,798

July 2011

   

500,000

 

July 2041

 

7.13

 

1,207,927

 

1,053,701

February 2012

   

250,000

 

April 2021

 

5.75

 

592,666

 

516,995

February 2012

   

250,000

 

no maturity date

 

7.38

 

595,968

 

519,876

May 2012

   

500,000

 

May 2022

 

5.38

 

1,181,443

 

1,030,598

July 2012

   

250,000

 

July 2041

 

7.13

 

603,964

 

526,850

Total

   

4,975,000

         

10,432,526

 

9,278,759

 

(i) Partially liquidated in February 2014 (Nota 40).

 

 

58

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(b)               Export prepayments (“EPP”)

 

     

Initial amount

               
     

of the transaction

           

Issue date

 

 

(US$ thousand)

 

Maturity

 

Charges (% per year)

 

2013

 

2012

May 2010

(i)

 

150,000

 

May-2015

 

US dollar exchange variation + semiannual Libor + 2.40

 

 

 

307,406

December 2010

   

100,000

 

December-2017

 

US dollar exchange variation + semiannual Libor + 2.47

 

118,505  

 

206,204

January 2013

   

200,000

 

November-2022

 

US dollar exchange variation + semiannual Libor + 1.10

 

422,239  

 

 

Total

   

450,000

         

540,744

 

513,610

 

(i)         On September 30, 2013, Braskem Europe maintained an investment of US$150,000 thousand to offset this operation (Note 8).  

 

(c)               BNDES borrowings

 

Projects

 

Issue date

 

Maturity

 

Charges (% per year)

 

2013

 

2012

                     

Foreign currency

                   

Other

 

2006

 

October-2016

 

US dollar exchange variation + 6.47

 

6,533

 

7,708

Other

 

2006

 

January-2013

 

Monetary variation (UMBNDES) + 5.46

   

100

Limit of credit UNIB-South

 

2006

 

July-2014

 

US dollar exchange variation + 5.46 to 5.66

   

10,747

Braskem Qpar expansion

 

2006/2007/2008

 

April-2016

 

US dollar exchange variation + 6.32 to 6.47

 

10,389

 

21,072

Braskem Qpar expansion

 

2006/2007/2008

 

January-2015

 

Monetary variation (UMBNDES) + 6.29

   

2,099

Limit of credit I

 

2007

 

April-2015

 

US dollar exchange variation + 4.96 to 5.85

   

42,519

Green PE

 

2009

 

July-2017

 

US dollar exchange variation + 6.25

 

39,838

 

44,440

Limit of credit II

 

2009

 

January-2017

 

US dollar exchange variation + 6.25

 

80,826

 

93,354

New plant PVC Alagoas

 

2010

 

January-2020

 

US dollar exchange variation + 6.25

 

115,082

 

101,647

Limit of credit III

 

2011

 

October-2018

 

US dollar exchange variation + 6.09 to 6.12

 

159,917

 

143,186

Butadiene

 

2011

 

January-2021

 

US dollar exchange variation + 6.12

 

40,480

 

28,388

               

453,065

 

495,260

                     

Local currency

                   

Other

 

2006

 

September-2016

 

TJLP + 2.80

 

49,294

 

67,218

Limit of credit UNIB-South

 

2006

 

May-2014

 

TJLP + 2.02 to 2.32

 

 

 

44,432

Braskem Qpar expansion

 

2006/2007/2008

 

February-2016

 

TJLP + 2.15 to 3.30

 

75,867

 

197,546

Limit of credit I

 

2007

 

April-2015

 

TJLP + 1.81 to 2.32

 

 

 

173,477

Green PE

 

2008/2009

 

June-2017

 

TJLP + 0.00 to 4.78

 

280,631

 

414,278

Limit of credit II

 

2009

 

January-2017

 

TJLP + 2.58 to 3.58

 

240,915

 

319,039

Limit of credit II

 

2009

 

January-2017

 

4.50

 

10,763

 

14,252

New plant PVC Alagoas

 

2010

 

December-2019

 

TJLP + 0.00 to 3.58

 

352,364

 

351,406

New plant PVC Alagoas

 

2010

 

December-2019

 

5.50

 

40,091

 

43,066

Limit of credit III

 

2011

 

October-2019

 

TJLP + 0.00 to 3.58

 

969,715

 

582,981

Limit of credit III

 

2011

 

October-2019

 

SELIC + 2.58

 

82,362

 

 

Limit of credit III

 

2011

 

November-2019

 

3.50 to 5.50

 

228,583

 

64,095

Butadiene

 

2011

 

December-2020

 

TJLP + 0.00 to 3.45

 

134,402

 

110,102

               

2,464,987

 

2,381,892

                     

Total

             

2,918,052

 

2,877,152

                     

 

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 5 years as from the date it is contracted. The funds are being used in the Company’s investment plan. As of December 31, 2013, a total of R$1.5 billion has been released, of which R$724 million was released in 2013.

   

59

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(d)               Export credit notes (“NCE”)

 

 

     

Initial amount

               

Issue date

 

 

of the transaction

 

Maturity

 

Charges (% per year)

 

2013

 

2012

                       

Foreign currency

                     

November 2006

 

167,014

 

May 2018

 

Us dollar exchange variation + 8.10

 

184,778

 

161,150

April 2007

 

101,605

 

March 2018

 

Us dollar exchange variation + 7.87

 

119,255

 

104,029

May 2007

 

146,010

 

May 2019

 

Us dollar exchange variation + 7.85

 

176,806

 

154,298

January 2008

 

266,430

 

February 2020

 

Us dollar exchange variation + 7.30

 

362,221

 

315,973

March 2008

(i)

 

41,750

 

March 2016

 

Us dollar exchange variation + 7.50

 

 

 

52,237

     

722,809

         

843,060

 

787,687

                       

Local currency

                     

April-2010

(ii)

 

50,000

 

October-2021

 

105% of CDI

 

50,880

 

65,678

June-2010

(ii)

 

200,000

 

October-2021

 

105% of CDI

 

203,521

 

256,471

February-2011

(ii)

 

250,000

 

October-2021

 

105% of CDI

 

203,521

 

297,434

April-2011

(iii)

 

450,000

 

April-2019

 

112.5% of CDI

 

459,408

 

456,876

June-2011

(ii)

 

80,000

 

October-2021

 

105% do CDI

 

81,408

 

91,563

August-2011

(iii)

 

400,000

 

August-2019

 

112.5% of CDI

 

403,513

 

402,527

January-2012

 

 

200,000

 

December-2013

 

103% of CDI

 

 

 

217,320

June-2012

(ii)

 

100,000

 

October-2021

 

105% of CDI

 

101,761

 

103,818

September-2012

(ii)

 

300,000

 

October-2021

 

105% of CDI

 

305,282

 

305,684

October-2012

(ii)

 

85,000

 

October-2021

 

105% of CDI

 

86,496

 

86,419

November-2012

 

 

100,000

 

November-2013

 

106% of CDI

 

 

 

100,624

February-2013

(iv)

 

100,000

 

February-2016

 

8.00

 

101,183

 

 

February-2013

(iv)

 

50,000

 

February-2016

 

7.50

 

50,505

 

February-2013

(iv)

 

100,000

 

February-2016

 

8.00

 

101,010

 

February-2013

(iv)

 

50,000

 

February-2016

 

8.00

 

50,440

 

February-2013

(iv)

 

100,000

 

February-2016

 

8.00

 

100,923

 

March-2013

(iv)

 

50,000

 

March-2016

 

8.00

 

50,257

 

March-2013

(iv)

 

17,500

 

March-2016

 

8.00

 

17,583

 

August-2013

(iv)

 

10,000

 

August-2016

 

8.00

 

10,129

 

December-2013

 

 

150,000

 

December-2016

 

8.00

 

150,257

   

Total

   

2,842,500

         

2,528,077

 

2,384,414

 

(i)         Financing paid in advance in September 2013.

(ii)       Maturities and charges on these operations were renegotiated in October 2013.

(iii)      The Company enters into swap transactions to offset the variation in the Interbank Certificate of Deposit (CDI) rate.

(iv)      The Company entered into swap transactions for these contracts (77.52% to 92.70% of CDI ).

 

 

60

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(e)               Payment schedule

 

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

 

   

2013

 

2012

       

 

2014

 

 

 

1,759,551

2015

 

1,121,998

 

1,515,498

2016

 

1,738,496

 

1,092,519

2017

 

1,576,790

 

715,362

2018

 

1,881,848

 

1,512,383

2019

 

1,479,686

 

1,146,166

2020

 

2,366,125

 

1,884,761

2021

 

2,561,516

 

2,059,513

2022

 

1,248,355

 

1,042,067

2023

 

1,676

 

2024

 

 

 

2025 and thereafter

 

3,377,197

 

2,947,790

Total

 

17,353,687

 

15,675,610

 

 

(f)                Capitalized financial charges - consolidated

 

The Company capitalized financial charges in the year ended December 31, 2013 in the amount of R$362,528 (2012 - R$162,227), including monetary variation and part of the exchange variation. The average rate of these charges in the year was 7.40% p.a. (2012 - 6.98% p.a.).

 

(g)               Guarantees 

 

Braskem gave collateral for part of its borrowings as follows:

 

       

Total

 

Total

   

Loans

 

Maturity

 

debt 2013

 

guaranteed

 

Guarantees

                 

BNB

 

March-2023

 

341,051

 

341,051

 

Mortgage of plants, pledge of machinery and equipment

BNDES

 

January-2021

 

2,918,052

 

2,918,052

 

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

FUNDES

 

June-2020

 

207,694

 

207,694

 

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

FINEP

 

August-2023

 

122,255

 

122,255

 

Bank surety

FINAME

 

February-2022

 

3,465

 

3,465

 

Pledge of equipment

Total

     

3,592,517

 

3,592,517

   

 

(h)               Financial covenants

 

The Company has not entered into financing agreements that establish limits for certain indicators related to the capacity to contract debt and pay interest.

 

 

61

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

20                Project finance

 

Braskem Idesa is constructing a plant in Mexico (Ethylene XXI Project), with capacity to produce around 750 kton of high-density polyethylene and 300 kton of low-density polyethylene using ethane as feedstock. The raw material will be supplied through an agreement with PEMEX-Gás for delivery of 66,000 barrels of ethane per day for 20 years.

 

In line with the Company’s financial policy, the investment is being financed under the Project finance mode, whereby the project loan must be paid exclusively with the cash generated by the project itself and shareholders provide limited guarantees (limited recourse project finance). Thus, this financing has the usual guarantees of this type of operation such as assets, receivables, cash generation and other rights from the project, as well commitments by shareholders to inject a limited amount of capital to provide for eventual additional costs thereof.

 

The financing structure was concluded in December 2012, at the ratio of 70% debt and 30% equity. The total financing contracted to meet construction expenses and start project operation was US$3,193,095 thousand. In 2013, a total of R$4.562.343 (US$2,030,812) thousand was released. A portion of these funds was used to settle the amounts lent by shareholders Braskem (without impact to the consolidated information) and Grupo Idesa, totaling R$1,449,826 (US$648,750 thousand) and R$483,276 (US$216,250 thousand), respectively.

 

Braskem Idesa capitalized the interest on this financing, since its funding through December 31, 2013, in the amount of R$69,097 (MXN$391,915 thousand). The average interest rate was 4.88% p.a.

 

The breakdown of charges and final maturities is as follows:

 

   

Contract value

 

Value received

           

Identification

 

US$ thousands

 

US$ thousands

 

Maturity

 

Charges (% per year)

 

2013

 

2012

Project finance I

 

700,000

 

484,847

 

February-2027

 

Us dollar exchange variation + quarterly Libor + 3.25

 

1,141,515

   

Project finance II

 

210,000

 

51,422

 

February-2027

 

Us dollar exchange variation + 6.17

 

121,387

   

Project finance III

 

600,000

 

263,264

 

February-2029

 

Us dollar exchange variation + 4.33

 

621,410

   

Project finance IV

 

660,000

 

551,173

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 3.88

 

1,298,791

   

Project finance V

 

400,000

 

277,055

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 4.65

 

653,288

   

Project finance VI

 

90,000

 

33,811

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 2.73

 

79,630

   

Project finance VII

 

533,095

 

369,242

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 4.64

 

866,581

   

Transactions costs

               

(51,196)

   

Total

 

3,193,095

 

2,030,814

         

4,731,406

 

 

                         

Current liabilities

                 

25,745

   

Non-current liabilities

               

4,705,661

   

Total

                 

4,731,406

 

 

 

 

62

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

The maturity profile of this long-term financing, by year of maturity, is as follows:

 

   

2013

 

2012

       

2016

 

85,068

 

2017

 

254,883

 

2018

 

313,944

 

2019

 

327,391

 

2020

 

389,584

 

2021

 

447,535

 

2022

 

377,156

 

2023

 

493,770

 

2024

 

534,866

 

2025 and thereafter

 

1,481,464

   

Total

 

4,705,661

   

 

 

In accordance with the Company’s risk management strategy and based on its financial policy, the Management contracted and designated derivative operations under hedge accounting (Note 21.2.1 (c.ii)) in order to offset the change in future debt-related financial expenses caused by the fluctuation of the Libor rate.

 

 

63

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

21                Financial instruments

 

21.1          Non-derivative financial instruments measured at fair value - consolidated

 

           

Fair value

 

Book value

 

Fair value

   

Note

 

Classification by category

 

hierarchy

 

2013

 

2012

 

2013

 

2012

                             

Cash and cash equivalents

 

7

                       

Cash and banks

     

Loans and receivables

     

987,824

 

398,142

 

987,824

 

398,142

Financial investments in Brazil

     

Held-for-trading

 

Level 2

 

687,938

 

393,348

 

687,938

 

393,348

Financial investments in Brazil

     

Loans and receivables

     

1,218,852

 

899,816

 

1,218,852

 

899,816

Financial investments abroad

     

Held-for-trading

 

Level 2

 

1,441,245

 

1,596,316

 

1,441,245

 

1,596,316

               

4,335,859

 

3,287,622

 

4,335,859

 

3,287,622

                   

Financial investments

 

8

             

FIM Sol investments

     

Held-for-trading

 

Level 2

 

61,670

 

50,803

 

61,670

 

50,803

Investments in foreign currency

     

Held-for-trading

 

Level 2

 

3,773

 

5,256

 

3,773

 

5,256

Investments in foreign currency

     

Held-to-maturity

     

189

 

15,731

 

189

 

15,731

Shares

     

Held-for-trading

 

Level 1

 

1,170

 

3,023

 

1,170

 

3,023

FIM Sol investments

     

Loans and receivables

       

77,469

   

77,469

Investments in national currency

     

Loans and receivables

       

513

   

513

Quotas of receivables investment fund

     

Held-to-maturity

     

40,696

 

52,559

 

40,696

 

52,559

Restricted deposits

     

Held-to-maturity

     

 

 

1,281

 

 

 

1,281

               

107,498

 

206,635

 

107,498

 

206,635

                   

 

     

 

Trade accounts receivable

 

9

 

Loans and receivables

     

2,872,395

 

2,364,222

 

2,872,395

 

2,364,222

                   

Related parties credits

 

11

 

Loans and receivables

     

258,136

 

141,539

 

258,136

 

141,539

               

Other receivables

             

Disposal of shareholdings

     

Loans and receivables

       

652,100

   

652,100

                 

Trade payables

     

Other financial liabilities

     

10,421,687

 

8,999,491

 

10,421,687

 

8,999,491

           

Borrowings

 

19

     

Foreign currency - Bond

     

Other financial liabilities

 

Level 1

 

10,432,526

 

9,278,759

 

10,241,359

 

10,032,553

Foreign currency - other borrowings

     

Other financial liabilities

     

2,588,901

 

2,888,547

 

2,588,901

 

2,888,547

Local currency

     

Other financial liabilities

     

5,667,529

 

5,404,617

 

5,667,529

 

5,404,617

               

18,688,956

 

17,571,923

 

18,497,789

 

18,325,717

                         

Project finance

 

20

 

Other financial liabilities

     

4,782,602

   

4,782,602

 
                         

Other payables

                       

Creditors for the acquisitions of shares

     

Other financial liabilities

     

275,743

 

256,030

 

275,743

 

256,030

Accounts payable to non-controlling

     

Other financial liabilities

     

341,993

 

260,649

 

341,993

 

260,649

               

617,736

 

516,679

 

617,736

 

516,679

 

 

  

 

64

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

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 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.

 

 

65

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

21.2          Financial instruments designated and not designated for hedge accounting

 

Financial instruments designated and not designated for hedge accounting 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. Financial instruments are necessarily classified as "held-for-trading". The regular changes in the fair value are recognized as financial income or expense in the period in which they occur, except when designated and qualified for hedge accounting.

 

All financial instruments held at December 31, 2013 were contracted on Over the Counter - OTC markets with large financial counterparties under global derivative contracts in Brazil or abroad and its fair value is classified as Level 2.

 

Braskem’s Financial Policy provides for a continuous short-term hedging program for foreign exchange rate risk arising from its operations and financial items. The other market risks are addressed on a case-by-case basis for each transaction. In general, Braskem assesses the need for hedging in the analysis of prospective transactions and seeks to customize the hedge for each operation and keeps it in place for the whole period of the hedged transaction.

 

Braskem may elect derivatives as hedges for the application of hedge accounting in accordance with IAS 39-32 and IFRS 7. The hedge designation is not mandatory. In general, Braskem will elect to designate financial instruments as hedges when the application is expected to provide a significant improvement in the presentation of the offsetting effect on the changes in the hedged items.

 

21.2.1    Changes in derivative financial instruments designated and not designated for hedge accounting

 

           

Operation characteristics

               
       

Fair value

 

Principal exposure

     

Balance at

 

Change in

 

Financial

 

Balance at

Identification

 

Note

 

hierarchy

   

Derivatives

 

2012

 

fair value

 

settlement

 

2013

                                 

Non-hedge accounting transactions

                               

Non-deliverable forward ("NDF") - ethanol

 

 

 

Level 2

 

Real

 

Dollar

 

1,791

 

52

 

(1,843)

 

 

Commodity swap - Naphtha

 

21.2.1 (a.i)

 

Level 2

 

Fixed price

 

Variable price

 

 

 

(287)

 

(183)

 

(470)

Commodity swap - Naphtha

 

21.2.1 (a.i)

 

Level 2

 

Fixed price

 

Variable price

 

 

 

(1,080)

 

1,080

 

 

Contract for the future purchase - ethanol

 

 

 

Level 1

 

Fixed price

 

Variable price

 

2

 

 

 

(2)

 

 

Exchange swap

 

 

 

Level 2

 

Dollar

 

CDI

 

4,968

 

(1,688)

 

(3,280)

 

 

Interest rate swaps

 

21.2.1 (a.ii)

 

Level 2

 

Fixed rate

 

CDI

 

 

 

18,458

 

2,293

 

20,751

Deliverable Forward

 

21.2.1 (c.i.i)

 

Level 2

 

Mexican peso

 

Dollar

 

 

 

65,117

 

(17,837)

 

47,280

Deliverable Forward

 

21.2.1 (c.i.ii)

Level 2

 

Euro

 

Dollar

 

 

 

(8,801)

 

3,779

 

(5,022)

                   

6,761

 

71,771

 

(15,993)

 

62,539

                                 

Hedge accounting transactions

                               

Exchange swap

 

21.2.1 (b.i)

 

Level 2

 

CDI

 

Dollar

 

286,617

 

68,202

 

12,740

 

367,559

Commodity swap - ethylene

 

21.2.1 (b.ii)

 

Level 2

 

Variable price

 

Fixed price

 

 

 

(69)

 

 

 

(69)

Commodity swap - PGP

 

21.2.1 (b.ii)

 

Level 2

 

Fixed price

 

Variable price

 

 

 

(59)

 

 

 

(59)

Interest rate swaps

 

21.2.1 (c.ii.i)

Level 2

 

Libor

 

Dollar

 

 

 

(116,476)

 

6,223

 

(110,253)

                   

286,617

 

(48,402)

 

18,963

 

257,178

                                 

Current assets (other receivables)

                 

 

         

(34,101)

Non current assets (other receivables)

                 

  

         

(137,345)

Current liabilities (derivatives operations)

                 

293,378

         

95,123

Non current liabilities (derivatives operations)

                 

  

         

396,040

                   

293,378

         

319,717

 

 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, 2013, the Company had security deposits related to NCE currency swaps (Note 21.2.1(a.ii)) amounting to R$244,832.

 

 

66

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

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.

 

The regular changes in the fair value of these swaps are recorded as financial income or expenses in the same period in which they occur. In the fiscal year ended December 31, 2013, the Company recognized a financial expense of R$15,455.

 

(a.i)     Commodity swap - Naphtha

             

Braskem made a single operation of resin at a fixed price sale to a final customer. With the goal of preserving its margin, potentially affected by the fluctuation in the price of naphtha, were made four future purchase contracts at a fixed price of this raw material, as shown below:  

 

Identification

 

Nominal value

 

 

 

Fixed price - US$/Ton (hedge)

 

Maturity

 

Fair value

 

US$ thousands

 

 

 

 

 

2013

 

2012

Commodity swap - naphtha

 

477

     

830,000

 

February-2014

 

(144)

 

 

Commodity swap - naphtha

 

477

     

830,000

 

March-2014

 

(127)

 

 

Commodity swap - naphtha

 

477

     

830,000

 

April-2014

 

(112)

 

 

Commodity swap - naphtha

 

425

     

830,000

 

May-2014

 

(87)

 

 

Total

 

1,856

 

 

 

 

 

 

 

(470)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets (other receivables)

 

 

 

 

 

 

 

 

 

(470)

 

 

Total

 

 

 

 

 

 

 

(470)

 

 

 

 

(a.ii)    Interest rate swap linked to NCE

 

            The Braskem S.A. has contracted financing facilities in the form of NCE (Note 19(d)) with fixed interest payments. Considering that the cash in Brazilian real is largely invested in the overnight rate (CDI)-indexed investments, the company contracted swaps to match financial charges with cash yields.

 

 

Identification

 

 

 

 

 

Interest rate

 

Maturity

 

 

 

Fair value

 

Nominal value

   

 

(hedge)

 

 

2013

 

2012

Swap NCE I

 

100,000

     

90.65% CDI

 

February-2016

 

4,086

 

Swap NCE II

 

50,000

     

88.20% CDI

 

February-2016

 

2,243

 

Swap NCE III

 

100,000

     

92.64% CDI

 

February-2016

 

4,435

 

Swap NCE IV

 

50,000

     

92.70% CDI

 

February-2016

 

2,315

 

Swap NCE V

 

100,000

     

91.92% CDI

 

February-2016

 

4,407

 

Swap NCE VI

 

50,000

     

92.25% CDI

 

March-2016

 

2,310

 

Swap NCE VII

 

17,500

     

91.10% CDI

 

March-2016

 

765

 

Swap NCE VIII

 

10,000

     

77.52% CDI

 

August-2016

 

190

   

Total

 

477,500

             

20,751

 

 

                         

Current liabilities (derivatives operations)

 

 

 

 

 

 

 

 

 

20,751

 

 

Total

 

 

 

 

 

 

 

20,751

 

 

 

 

 

67

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(b)               Hedge accounting transactions

 

(b.i)     Swaps related to NCE

 

In line with the Company’s risk management strategy and based on its financial policy, the Management contracted swap operations to offset the interest rate and currency risks arising from the financings mentioned in Note 19(d), by maintaining its exposure to long-term financial liabilities in the U.S. dollar.

 

Identification

 

 

 

 

 

Interest rate

 

Maturity

 

Fair value

 

 

 

 

Nominal value

 

US$ mil

 

(hedge)

 

 

 

2013

 

2012

Swap NCE I

 

200,000

 

122,100

 

5.44%

 

August 2019

 

101,904

 

82,812

Swap NCE II

 

100,000

 

60,187

 

5.40%

 

August 2019

 

48,414

 

39,008

Swap NCE III

 

100,000

 

59,588

 

5.37%

 

August 2019

 

46,642

 

37,333

Swap NCE IV

 

100,000

 

56,205

 

5.50%

 

April 2019

 

39,005

 

29,904

Swap NCE V

 

100,000

 

56,180

 

5.50%

 

April 2019

 

38,939

 

29,250

Swap NCE VI

 

150,000

 

82,372

 

5.43%

 

April 2019

 

52,745

 

38,585

Swap NCE VII

 

100,000

 

58,089

 

4.93%

 

April 2019

 

39,910

 

29,725

Total

 

850,000

 

494,721

 

 

 

 

 

367,559

 

286,617

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets (other receivables)

 

 

 

(28,481)

 

 

Current liabilities (derivatives operations)

 

 

 

 

 

286,617

Non Current liabilities (derivatives operations)

 

 

 

396,040

 

 

Total

 

 

 

367,559

 

286,617

 

Prior to designating these swaps as hedge accounting, on May 1, 2013, the Company had recognized financial income of R$43,651 as profit for the fiscal year. After the recognition of this designation, an expense of R$111,853, relating to changes in the fair value of these swaps since the designation until December 31, 2013, was recognized.

 

(b.ii)       Commodity swap – Ethylene and PGP

               

To reduce the volatility of its results, the subsidiary Braskem America decided to swap the part of the ethylene used in the production of PP copolymers for Polymer Grade Propylene (PGP), which is the main factor influencing the price of this resin. For this purpose, the company contracted 2 operations with derivatives for the same terms and volumes.

 

In the first operation, the ethylene cost was fixed:

 

Identification

 

Nominal value

     

Hedge

 

Maturity

 

Fair value

 

US$ thousands

     

Cents/Pound

   

2013

 

2012

Commodity swap - ethylene

 

285

     

0.57

 

January-2014

 

(6)

   

Commodity swap - ethylene

 

285

     

0.57

 

February-2014

 

(10)

   

Commodity swap - ethylene

 

285

     

0.57

 

March-2014

 

(13)

   

Commodity swap - ethylene

 

285

     

0.57

 

April-2014

 

(15)

   

Commodity swap - ethylene

 

285

     

0.57

 

May-2014

 

(13)

   

Commodity swap - ethylene

 

285

     

0.57

 

June-2014

 

(12)

   

Total

 

1,710

             

(69)

 

 

                         

Current assets (other receivables)

                 

(69)

   

Total

                 

(69)

 

 

 

 

 

68

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

To preserve its margin, potentially affected by the fluctuation in resin prices, it contracted a swap operation that makes the cost variable on account of the PGP, as follows:

 

Identification

 

Nominal value

     

Hedge

 

Maturity

 

Fair value

 

US$ thousands

     

Cents/Pound

   

2013

 

2012

Commodity swap - PGP

 

385

     

0.77

 

January-2014

 

41

   

Commodity swap - PGP

 

390

     

0.78

 

February-2014

 

53

   

Commodity swap - PGP

 

390

     

0.78

 

March-2014

 

53

   

Commodity swap - PGP

 

365

     

0.73

 

April-2014

 

(6)

   

Commodity swap - PGP

 

340

     

0.68

 

May-2014

 

(64)

   

Commodity swap - PGP

 

310

     

0.62

 

June-2014

 

(136)

   

Total

 

2,180

             

(59)

 

 

                         

Current assets (other receivables)

                 

(59)

   

Total

                 

(59)

 

 

 

On the date of contracting the derivative, the operations were designated as hedge accounting. Thus, the Company recognized income of R$128 in shareholders' equity, relating to the variation in the fair value of these swaps.

 

(b.iii)      Non-derivative liabilities designated for export hedge accounting

 

On May 1, 2013, Braskem S.A. designated non-derivative financial instrument liabilities, denominated in U.S. dollars, as hedge for the flow of its highly probable future exports. Thus, the impact of exchange rates on future cash flows in dollars derived from these exports will be offset by the foreign exchange variation on the designated liabilities, partly eliminating the volatility of results.

 

The Company considers the flow covered as highly probable based, on the following factors:

 

 

The Company designated longer export flows than the financial liabilities that hedge them. However, to analyze the effectiveness of the operations, the export flows will be considered only until the date of maturity of the underlying debt.

 

Nevertheless, to ensure continuity of the relation and strategy of the proposed hedge, the Company plans to refinance and/or substitute these hedging instruments according to their maturity, in accordance with IAS 39.

 

69

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

On December 31, 2013, the following non-derivative financial liabilities were designated as guarantee for the hedge, considering the scope of the consolidated balance sheet:  

 

 

Financial liabilities

 

 

       

Nominal value

 

Balance at

 

Balance at

Identification

 

Maturity

 

Hedge

US$ thousands

2013

 

2012

 

 

       

 

 

Operations designated for hedge accounting

 

       

Bond

 

2016

Dollar

78,893

184,814

Trade payables

 

2016

Dollar

760,551

1,781,674

Bond

 

2017

Dollar

213,220

499,489

Foreign currency borrowings

 

2017

Dollar

72,632

170,148

Trade payables

 

2017

Dollar

543,833

1,273,982

Bond

 

2018

Dollar

340,455

797,550

Trade payables

 

2018

Dollar

439,275

1,029,046

Bond

 

2019

Dollar

315,483

739,051

Trade payables

 

2019

Dollar

378,712

887,170

Advance on exchange contracts

 

2019

Dollar

47,949

112,325

Bond

 

2020

Dollar

460,001

1,077,599

Foreign currency borrowings

 

2020

Dollar

39,923

93,523

Trade payables

 

2020

Dollar

120,076

281,291

Export prepayments

 

2020

Dollar

104,000

243,630

Bond

 

2021

Dollar

480,001

1,124,450

Foreign currency borrowings

 

2021

Dollar

99,999

234,257

Trade payables

 

2021

Dollar

10,001

23,428

Export prepayments

 

2021

Dollar

126,000

295,168

Bond

 

2022

Dollar

363,656

851,901

Trade payables

 

2022

0

Dollar

2,344

5,490

Credit note export

 

2022

0

Dollar

353,000

826,938

Bond

 

2023

0

Dollar

698,372

1,636,005

Trade payables

 

2023

 

Dollar

20,000

46,852

Bond

 

2024

 

Dollar

681,199

1,595,776

Trade payables

 

2024

 

Dollar

7,656

17,934

 
 

 

 

 

 

6,757,231

15,829,491

 

 

 

The amounts of the operations designated for hedge accounting booked in shareholders' equity are described below:

 

   

Balance at

         

Balance at

   

2012

 

Addition

 

Reversion

 

2013

                 

Exchange variation of foreign sales hedge

2,303,540

2,303,540

Income tax and social contribution on foreign sales hedge

(783,204)

(783,204)

         

Fair value of cash flow hedges, net of taxes

 

1,520,336

 

1,520,336

 

 

(c)               Hedge operations by Braskem Idesa related to project finance

 

The hedge operations of Braskem Idesa follow the same mode as project finance, whereby the project loan must be paid exclusively with the cash generated by the project itself and shareholders provide limited guarantees (limited recourse project finance) (Note 20).

 

(c.i)      Operations not designated for hedge accounting

 

The periodic changes in the fair value of swaps are recorded as financial income or expense in the same period in which they occur. In the year ended December 31, 2013, the Company recognized a financial expense of R$56,316.

 

 

 

70

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(c.i.i)    Currency futures contract– Mexican Peso

 

Braskem Idesa contracted currency purchase transactions through futures contracts to hedge its future obligations in Mexican peso (local trade payables, payroll, taxes and etc.). Since the cash of this subsidiary is maintained in U.S. dollar, these operations were contracted to ensure cash flow balance.

  

Identification

 

Nominal value

     

Foreign exchange

 

Maturity

 

 

 

Fair value

 

US$ thousands

     

(hedge)

   

2013

 

2012

Deliverable Forward

 

41,020

     

13.1120

 

jan-2014

 

3,620

   

Deliverable Forward

 

35,453

     

13.1428

 

feb-2014

 

3,815

   

Deliverable Forward

 

39,206

     

13.1742

 

mar-2014

 

4,065

   

Deliverable Forward

 

42,391

     

13.1998

 

apr-2014

 

3,468

   

Deliverable Forward

 

32,410

     

13.2305

 

jun-2014

 

3,164

   

Deliverable Forward

 

36,844

     

13.2645

 

jun-2014

 

3,624

   

Deliverable Forward

 

36,839

     

13.2953

 

jul-2014

 

3,612

   

Deliverable Forward

 

33,627

     

13.3273

 

sep-2014

 

3,281

   

Deliverable Forward

 

30,750

     

13.3544

 

sep-2014

 

2,988

   

Deliverable Forward

 

30,079

     

13.3871

 

oct-2014

 

2,923

   

Deliverable Forward

 

27,843

     

13.4200

 

dec-2014

 

2,707

   

Deliverable Forward

 

24,091

     

13.4519

 

dec-2014

 

2,344

   

Deliverable Forward

 

22,522

     

13.4906

 

feb-2014

 

2,202

   

Deliverable Forward

 

18,209

     

13.5217

 

mar-2015

 

1,788

   

Deliverable Forward

 

15,394

     

13.5551

 

mar-2015

 

1,519

   

Deliverable Forward

 

9,703

     

13.5896

 

apr-2015

 

961

   

Deliverable Forward

 

5,299

     

13.6264

 

jun-2015

 

525

   

Deliverable Forward

 

3,191

     

13.6598

 

jun-2015

 

317

   

Deliverable Forward

 

1,769

     

13.6952

 

jul-2015

 

176

   

Deliverable Forward

 

1,840

     

13.7306

 

aug-2015

 

181

   

Total

 

488,480

             

47,280

 

 

                         

Current liabilities (derivatives operations)

                 

47,280

   

Total

                 

47,280

 

 

 

(c.i.ii)   Currency futures contract - Euro

 

Braskem Idesa contracted currency purchase transactions through futures contracts to hedge its future obligations in euro (trade payables). Since the cash of this subsidiary is maintained in U.S. dollar, these operations were contracted to ensure cash flow balance.

  

Identification

 

Nominal value

     

Foreign exchange

 

Maturity

 

 

 

Fair value

 

US$ thousands

     

(hedge)

   

2013

 

2012

Deliverable Forward

 

8,485

     

1.3053

 

January-2014

 

(1,119)

   

Deliverable Forward

 

6,096

     

1.3059

 

January-2014

 

(801)

   

Deliverable Forward

 

7,839

     

1.3066

 

March-2014

 

(1,020)

   

Deliverable Forward

 

3,287

     

1.3068

 

March-2014

 

(426)

   

Deliverable Forward

 

6,501

     

1.3079

 

June-2014

 

(831)

   

Deliverable Forward

 

6,555

     

1.3089

 

July-2014

 

(825)

   

Total

 

38,763

             

(5,022)

 

 

                         

Current assets (other receivables)

                 

(5,022)

   

Total

                 

(5,022)

 

 

 

 

 

 

 

71

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(c.ii)     Operations designated for hedge accounting

 

(c.ii.i)   Interest rate swap linked to Libor

 

On December 31, 2013, Braskem Idesa held 6 interest rate swap contracts for a nominal value of US$1,312,892 thousand, contracted on the future disbursements of the Project Finance (Note 20) contracted in U.S. dollar at floating rates (based on  Libor). In these swaps, Braskem Idesa receives floating rates (Libor) and pays fixed rates periodically, coinciding with the financing cash flows. The objective of these swaps is to offset the changes in the future financial expenses from debt caused by changes in the Libor rate. The term, amount, settlement dates and floating interest rates coincide with the terms of the Project Finance.

 

Identification

 

Nominal value

     

Interest rate

 

Maturity

 

 

 

Fair value

 

US$ thousands

     

(hedge)

   

2013

 

2012

Swap Libor I

 

299,996

     

1.9825%

 

May-2025

 

(25,124)

   

Swap Libor II

 

299,996

     

1.9825%

 

May-2025

 

(25,213)

   

Swap Libor III

 

299,996

     

1.9825%

 

May-2025

 

(25,213)

   

Swap Libor IV

 

129,976

     

1.9825%

 

May-2025

 

(10,924)

   

Swap Libor V

 

132,996

     

1.9825%

 

May-2025

 

(11,178)

   

Swap Libor VI

 

149,932

     

1.9825%

 

May-2025

 

(12,601)

   

Total

 

1,312,892

             

(110,253)

 

  

                         

Non-Current assets (other receivables)

                 

(137,345) 

   

Current liabilities (derivatives operations)

                 

27,092

   

Total

                 

(110,253)

 

  

 

 

Before designating these swap operations as hedge accounting, on September 1, 2013, the Company recognized financial income of R$116,007 as profit in the fiscal year. After recognizing such designation, in shareholders’ equity, the Company recognized financial expense of R$469 relating to changes in the fair value of these swaps since the designation through December 31, 2013.

 

(d)               Estimated maximum loss

 

On December 31, 2013 the amount at risk of the derivatives held by Braskem, 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 R$31,045 (US$13,252 thousand) for the NCE swap designated for hedge accounting and R$1,773 for the NCE swap that is not designated for hedge accounting.

 

The value at risk of derivatives related to the Ethylene XXI Project in Mexico in 95% of the cases, under normal market conditions, was estimated at R$23,101 (US$9.861 thousand) for the Libor derivative and R$3,342 (US$1.426 thousand) for the derivative of Mexican pesos.

 

21.3          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, 2013, the credit ratings for the domestic market were as follows:

 

72

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

   

 

(%)

 

 

 

2013

2012

1

Minimum risk

 

16.56

21.19

2

Low risk

 

32.61

32.04

3

Moderate risk

 

23.54

33.68

4

High risk

 

26.26

4.23

5

Very high risk

(i)

1.03

8.85

 

(i) 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, 2013

0.14%

0.13%

December 31, 2012

0.28%

0.37%

December 31, 2011

0.18%

0.43%

 

LTM – last 12 months

 

(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.

 

   

2013

 

2012

Financial assets with risk assessment

     

 

AAA

 

3,436,378

 

2,484,788

AA+

 

 

 

190,660

AA

 

93,955

 

5

AA-

   

449,555

A+

   

120,123

A

 

865,105

 

19

A-

 

1,485

 

80,231

   

4,396,923

 

3,325,381

Financial assets without risk assessment

       

Quotas of investment funds in credit rights (i)

 

40,696

 

103,359

Sundry funds (ii)

 

3,773

 

60,356

Restricted deposits (iii)

 

 

 

1,281

Other financial assets with no risk assessment

 

1,965

 

3,880

   

46,434

 

168,876

         

Total

 

4,443,357

 

3,494,257

 

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

(ii)       Investment funds with no internal and external risk assessment 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.

 

73

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

21.4          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, 2013, the main risks that can affect the value of Braskem’s financial instruments are:

 

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

·      Mexican peso/U.S. dollar exchange rate;

·      Euro/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 the Company. 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 27, 2013 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, 2013. 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 2014, the U.S. dollar will appreciate 4.58% against the Brazilian real compared to the end of 2013, and the CDI rate will be 10.50%.

 

 

74

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

The Market Readout does not publish forecasts for the interest rates Libor and TJLP. Therefore, Braskem considered the expectations for the CDI interest rate for determining the probable scenario for those rates, given their correspondence. The probable scenario for the TJLP is an increase of 0.5% from the current rate of 5%, in line with the size of the government’s most recent decisions to increase or decrease the rate, and accompanying the forecast for the cumulative increase in the CDI rate by end-2014 of 0.50%.

 

(b.2)    Possible and extreme adverse scenarios

 

For the Brazilian real/U.S. dollar and the Mexican peso/U.S. dollar exchange rates, 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, 2013.

 

For the Euro/U.S. dollar exchange rate, a negative change of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on the rate on December 31, 2013.

 

For the Libor and CDI interest rates, a positive change of 25% was considered for the possible adverse scenario and of 50% for the extreme scenario based on their respective rates on December 31, 2013.

 

For the TJLP interest rate, an increase of 1% was considered for the possible adverse scenario and of 1.5% for the extreme scenario based on its rate on December 31, 2013, 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), (f), (g) and (h) 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

 

(478,295)

 

(2,608,132)

 

(5,216,263)

Advance on exchange contracts

 

(5,370)

 

(29,283)

 

(58,566)

BNDES

 

(20,771)

 

(113,266)

 

(226,533)

Working capital / structured operations

 

(67,701)

 

(369,173)

 

(738,346)

Raw material financing

 

(58)

 

(317)

 

(634)

Export prepayments

 

(24,791)

 

(135,186)

 

(270,372)

Financial investments abroad

 

74,884

 

408,340

 

816,679

Swaps

 

(93,287)

 

(355,034)

 

(675,561)

 

 

(d)               Sensitivity to the Mexican peso /U.S. dollar exchange rate

 

The sensitivity of each financial instrument, including derivatives and items covered by them, to the variation in the U.S. dollar/Mexican peso exchange rate is presented in the table below:

 

       

Possible adverse

 

Extreme adverse

Instrument

Probable

(25%)

(50%)

Project finance

 

(65,712)

 

(504,931)

 

(1,009,862)

Deliverable Forward

 

(33,999)

 

(216,414)

 

(361,505)

 

 

 

 

75

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(e)               Sensitivity to the Euro /U.S. dollar exchange rate

 

The sensitivity of each financial instrument, including derivatives and items covered by them, to the variation in the U.S. dollar/Euro exchange rate is presented in the table below:

 

       

Possible adverse

 

Extreme adverse

Instrument

Probable

(25%)

(50%)

Deliverable Forward

 

(1,466)

 

(23,957)

 

(47,914)

 

(f)                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%)

Borrowings

 

(998)

 

(4,992)

 

(9,984)

Export prepayments

 

(2,102)

 

(10,510)

 

(21,020)

Swaps

 

1,703

 

(8,513)

 

(17,026)

 

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

 

The sensitivity of each financial instrument, including derivatives and items 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

 

(4,294)

 

(20,898)

 

(40,442)

Agricultural credit note

 

(39,666)

 

(182,183)

 

(329,235)

Financial investments in local currency

 

(9,878) 

 

(49,376)

 

(98,720)

  

(h)               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:

 

   

Probable

 

Possible adverse

 

Extreme adverse

Instrument

 

5.5%

 

6.0%

 

6.5%

BNDES

 

(43,377)

 

(85,661)

 

(126,884)

FINEP

 

(113)

 

(225)

 

(335)

Other governmental agents

 

(31)

 

(61)

 

(91)

 

 

 

 

 

76

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

22                Taxes payable

 

     

2013

 

2012

         

 

Brazil

       
 

IPI

 

81,282

 

71,440

 

PIS and COFINS

 

615

 

5,764

 

Income tax and social contribution

 

52,226

 

54,987

 

ICMS

 

120,941

 

72,435

 

Federal tax payment program - Law 11,941/09

(a)

1,024,127

 

1,237,156

 

Other

 

67,680

 

59,630

           

Other countries

       
 

Value-added tax

   

2,538

 

Income tax

   

2,132

 

Other

 

1,428

 

1,460

Total

 

1,348,299

 

1,507,542

           

Current liabilities

 

445,424

 

342,789

Non-current liabilities

 

902,875

 

1,164,753

Total

 

1,348,299

 

1,507,542

 

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

 

In 2009, the Braskem S.A. 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 2012, the Company's Management decided to pay in advance part of the installments of the Parent Braskem S.A. 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.

 

In September and December 2013, Brazil’s Federal Revenue Service offset, through a circular, with the approval of the Management, a part of the installments of the Braskem S.A., amortizing 39 installments amounting to R$156,484. Applying the benefits of cash payment on amortization, Braskem paid R$8,200, used credits from the Reintegra program in the amount of R$112,564, and other credits of R$1,658, obtaining a discount of R$34,062. This discount was recognized as follows: (i) the amount corresponding to the renegotiated tax installments, of R$25,063, was recorded under “other net operating income (expenses)”; and (ii) its restatement by the Selic interest rate, from the renegotiation date, was recorded under “financial results”, in the amount of R$8,999.

 

Due to the reopening of the installment program, the Braskem S.A. included a few more tax dues amounting to R$25,965, deferred for payment in up to 180 months.

 

As established in the rules of said installment program, Braskem will lose all the reductions of arrears charges if it fails to pay three installments, whether consecutive or not.

 

77

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

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

 

23.1          Reconciliation of the effects of income tax and social contribution on profit or loss

 

 

   

Note

 

2013

 

2012

 

2011

   

2.1.1(b)

     

Revised

 

Revised

Income (loss) before IR and CSL and after discontinued operations

     

963,948  

 

(1,802,963)

 

(875,221)

                 

IR and CSL at the rate of 34%

     

(327,742) 

 

613,007

 

297,575

                 

Permanent adjustments to the IR and CSL calculation basis

               

IR and CSL on equity in results of investees

     

(1,096) 

 

(7,548)

 

1,112

Effects from pre-payment of taxes

     

8,539  

 

27,374

 

13,896

IR and CSL accrued in previous years

     

1,236  

 

1,652

 

73,773

Interests on own capital

       

10,215

Other permanent adjustments

     

(137,847)

 

5,313

 

(37,066)

                 

Effect of IR and CSL on results of operations

     

(456,910) 

 

639,798

 

359,505

                 

Breakdown of IR and CSL:

               
                 

Current IR and CSL / continued operations

     

(45,218) 

 

(29,165)

 

(16,980)

Current IR and CSL

     

(45,218)

 

(29,165)

 

(16,980)

                 

Deferred IR and CSL / continued operations

     

(411,692) 

 

812,276

 

376,485

Deferred IR and CSL / discontinued operations

     

 

 

(143,313)

 

 

Deferred IR and CSL

     

(411,692)

 

668,963

 

376,485

                 

Total IR and CSL on income statement

     

(456,910) 

 

639,798

 

359,505

 

Disregarded  the amount of R$61,017, which refers to the impact of the loss of subsidiaries based in countries with favored taxation, for which it was not recorded deferred income tax, the effective tax rate in 2013 would be 41.07%.

 

78

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

The Braskem S.A. has subsidiaries abroad, whose nominal income tax (IR) rates differ from those in Brazil, of 34% (IR – 25% and CSL 9%), as shown below:

 

     

Official rate - %

     

Headquarters

   
     

(Country)

 

2013

           

Direct and Indirect subsidiaries

       

Braskem America and Braskem America Finance

 

USA

 

35.00

Braskem Argentina

 

Argentina

 

35.00

Braskem Austria Finance

 

Austria

 

25.00

Braskem Chile

 

Chile

 

20.00

Braskem Alemanha

 

Germany

 

31.90

Braskem Finance and Braskem Inc

 

Cayman Islands*

   

Braskem Idesa, Braskem Idesa Serviços and Braskem México

 

Mexico

 

30.00

Braskem Austria

 

Austria

 

25.00

Braskem Holanda

 

Netherland

 

25.00

Petroquímica Chile

 

Chile

 

20.00

Braskem Espanha

 

Spain

 

30.00

Common

 

British Virgin Islands*

   

Lantana

 

Bahamas*

   

Norfolk

 

Uruguay

 

25.00

 

(*)  Country with favored taxation – rate of 0%.

 

 

79

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

23.2          Deferred income tax and social contribution

 

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

  

 

Deferred tax - assets

 

Note

 

As of December 31, 2012

 

Transfers of
non-current assets
held for sale

 

Impact on the result (expense) income

 

Impact on the equity / (decrease) increase

 

As of December 31, 2013

   

2.1.1(a)

 

Revised

               

Tax losses (IR) and negative base (CSL)

     

1,099,345

     

(83,758)

 

 

 

1,015,587

Goodwill amortized

     

31,432

     

(19,367)

 

 

 

12,065

Exchange variations

     

215,545

     

575,963

 

 

 

791,508

Temporary adjustments

     

362,198

 

4,112

 

44,594

 

(2,671)

 

408,233

Business combination

     

243,517

     

(11,478)

 

 

 

232,039

Pension plan

     

49,912

     

12,015

 

 

 

61,927

Deferred charges - write-off

     

60,060

     

(22,089)

 

 

 

37,971

Investments in subsidiaries

     

 

     

94,276

 

 

 

94,276

Total assets

     

2,062,009

 

4,112

 

590,156

 

(2,671)

 

2,653,606

                         

Deferred tax - liabilities

     

As of December 31, 2012

 

Transfers of
non-current liabilities
held for sale

 

Impact on the result (income) expense

 

Impact on the equity / (increase) decrease

 

As of December 31, 2013

                         

Amortization of goodwill based on future profitability

     

586,857

     

56,193

 

 

 

643,050

Tax depreciation

     

391,224

     

150,101

 

 

 

541,325

Temporary differences

     

327,500

 

260

 

22,134

 

76,292

 

426,186

Business combination

     

624,817

     

(39,567)

 

 

 

585,250

Write-off negative goodwill of incorporated subsidiaries

     

1,781

     

(594)

 

 

 

1,187

Additional indexation PP&E

     

154,189

     

(14,032)

 

 

 

140,157

Hedge accounting

     

 

     

823,324

 

(823,324)

 

 

Other

     

52,254

     

4,289

 

 

 

56,543

Total liabilities

     

2,138,622

 

260

 

1,001,848

 

(747,032)

 

2,393,698

 

 

 

80

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(b)               Net balance of deferred income and social contribution tax assets and liabilities

(c)                                          

 

   

 

 

2013

   

Headquarters (Country)

 

IR-CSL Asset

 

IR-CS Liability

             
             

Braskem S.A.

 

Brazil

 

1,769,683

 

(1,095,410)

Braskem Argentina

 

Argentina

 

5,552

 

Braskem Alemanha

 

Germany

 

67,910

 

Braskem Idesa

 

Mexico

 

57,613

 

(52,554)

Braskem Petroquímica

 

Brazil

 

215,348

 

(129,022)

Petroquímica Chile

 

Chile

 

123

 

 

Braskem Qpar

 

Brazil

 

532,285

 

(755,006)

Braskem America

 

USA

 

 

 

(361,706)

IQAG

 

Brazil

 

23

 

Quantiq

 

Brazil

 

5,069

 
             
       

2,653,606

 

(2,393,698)

             
             
   

 

 

2012

   

Headquarters (Country)

 

IR-CSL Asset

 

IR-CS Liability

             

Braskem S.A.

 

Brazil

 

1,100,611

 

(1,015,743)

Braskem Argentina

 

Argentina

 

3,251

 

 

Braskem Alemanha

 

Germany

 

17,448

 

(9,176)

Braskem Idesa

 

Mexico

 

24,677

 

 

Braskem Petroquímica

 

Brazil

 

214,430

 

(93,256)

Petroquímica Chile

 

Chile

 

168

 

 

Braskem Qpar

 

Brazil

 

459,914

 

(626,807)

Riopol

 

Brazil

 

237,944

 

(88,201)

Braskem America

 

USA

 

3,566

 

(305,439)

             
       

2,062,009

 

(2,138,622)

       

 

81

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(c)               Realization of deferred income tax and social contribution

          

       

December 31,

     

2015 and

 

2017 and

 

2019

Deferred tax - assets

 

Note

 

2013

 

2014

 

2016

 

2018

 

thereafter

                         

Tax losses (IR) and negative base (CSL)

 

2.18

 

1,015,587

 

66,986

 

390,957

 

398,657

 

158,987

Goodwill amortized

 

(i)

 

12,065

 

2,210

 

3,650

 

1,934

 

4,271

Exchange variations

 

(ii)

 

791,508

 

 

 

 

 

 

 

791,508

Temporary adjustments

 

(iii)

 

408,233

 

219,936

 

11,988

 

7,910

 

168,399

Business combination

 

(iv)

 

232,039

 

 

 

 

 

 

 

232,039

Pension plan

 

(v)

 

61,927

 

61,927

 

 

 

 

 

 

Deferred charges - write-off

 

(vi)

 

37,971

 

16,890

 

21,081

 

 

 

 

Investments in subsidiaries

 

(vii)

 

94,276

 

94,276

 

 

 

 

 

 

Total assets

     

2,653,606

 

462,225

 

427,676

 

408,501

 

1,355,204

                         
       

December 31,

     

2015 and

 

2017 and

 

2019

Deferred tax - liabilities

 

Note

 

2013

 

2014

 

2016

 

2018

 

thereafter

                         

Amortization of goodwill based on future profitability

 

(viii)

 

643,050

 

 

 

 

 

 

 

643,050

Tax depreciation

 

(ix)

 

541,325

 

 

 

 

 

 

 

541,325

Temporary differences

 

(x)

 

426,186

 

38,743

 

77,486

 

78,518

 

231,439

Business combination

 

(xi)

 

585,250

 

40,469

 

80,938

 

80,938

 

382,905

Write-off negative goodwill of incorporated subsidiaries

 

(xii)

 

1,187

 

594

 

593

 

 

 

 

Additional indexation PP&E

 

(xiii)

 

140,157

 

14,031

 

28,062

 

28,062

 

70,002

Other

     

56,543

 

 

 

 

 

 

 

56,543

Total liabilities

 

 

 

2,393,698

 

93,837

 

187,079

 

187,518

 

1,925,264

 

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). 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 expected for 2014.

(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)    Realization will take place in the first quarter of 2014.

(viii)  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.

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

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

(xi)     Added 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.

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

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

 

82

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

Annually, the Company revises its projection of taxable income using as base the Business Plan, which is approved by the Company’s Management, using as key variables those described in Note 3.1. If this projection indicates that the taxable income will not be sufficient to absorb the deferred taxes, the amount corresponding to portion of the asset that will not be recovered is written off.

 

23.3          Provisional Presidential Decree  No. 627

On November 11, 2013, PPD 627 was passed, which introduced several provisions, notably the following: (i) revocation of the Transitional Tax System (RTT); (ii) changes to Decree-Law 1,598/77 related to Corporate Income Tax, and to the law related to Social Contribution; (iii) provision that any changes or adoption of accounting methods and criteria through administrative acts issued based on the powers granted by business law, after the publication of this PPD, will not have any implication in the calculation of federal taxes until the applicable tax law regulates the matter; (iv) inclusion of specific treatment on the taxation of profits or dividends; (v) provisions for the calculation of interest on capital; and (vi) new considerations on investments valued using the equity accounting method.

The PPD mentioned in items (i) to (iii) above came into effect in 2015. However, the Decree allows taxpayers to choose to advance the effects to 2014 as a condition for eliminating any tax effects related to dividends paid up to the date of publication of said Decree, the calculation of interest on capital and the valuation of significant investments in subsidiaries and associated companies using the equity accounting method. Though there is the possibility of the Company announcing the early adoption, the final decision on the effective exercise of said option will be taken when the PPD is made into law. 

The Company conducted studies on the possible effects that could arise from the adoption of this PPD and concluded that it there are no material adjustments to its financial statements of December 31, 2013.

24
                Sundry provisions

 

     

2013

 

2012

Measures to

       

 

Provision for customers rebates

(a)

 

45,060

 

40,666

Provision for recovery of environmental damages

(b)

 

132,762

 

32,944

Judicial and administrative provisions

(c)

 

362,896

 

333,218

Other

   

14,832

 

8,847

Total

   

555,550

 

415,675

           

Current liabilities

   

105,856

 

52,264

Non-current liabilities

   

449,694

 

363,411

Total

   

555,550

 

415,675

 

(a)               Provision for client rebates

 

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.  

  

 

83

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(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 for this recovery is measured at present value.

 

(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.

 

 

     

2013

 

2012

         

 

Labor claims

(c.1)

 

125,887

 

75,697

           

Tax claims

(c.2)

       

Income tax and social contribution

(i)

 

32,319

 

29,980

PIS and COFINS

(ii)

 

35,634

 

32,929

ICMS - interstate purchases

(iii)

 

86,233

 

79,688

ICMS - other

(iv)

 

11,432

 

56,974

Other

   

61,372

 

50,744

           

Societary claims and other

   

10,019

 

7,206

     

362,896

 

333,218

 

  

(c.1)     Labor claims

 

On December 31, 2013, the Company is involved in 358 labor claims, including occupational health and security cases, which were assessed as probable losses. For these claims, the Company maintains a provision of R$125,887, 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 5 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, 2013, Braskem has recognized a provision in the amount of R$61,372 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$165,618 for these claims arising from business combination and the chances of loss for which are considered possible.

 

On December 31, 2013, the main tax claims for which the Company maintains a provision are the following:

 

(i)                 Income tax and social contribution

 

At the administrative level, the subsidiary Braskem Petroquímica is assessed for the payment of such taxes, in the amount of R$32,319 as of December 31, 2013, 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.

 

84

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

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.

 

(ii)               PIS and COFINS taxes

 

The subsidiary Braskem Petroquímica is assessed for the payment of these taxes in many claims, such as:

 

·                allegedly insufficient 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 due to alleged calculation errors by tax authorities, of widening the tax calculation base and increasing the contribution rate envisaged in Law 9,718/98;

 

·                offset of the COFINS dues relating to September and October 1999 using the credit resulting from the addition of 1% to the COFINS rate;

 

·                rejection of the offset of PIS and COFINS dues relating to the period from February to April 2002 using the PIS credits under Decree-Laws 2,445 and 2,449, calculated between June 1990 and October 1995, under the argument that the time period for using said credits had expired; 

 

·                alleged non-taxation of revenue 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, 2013, the total amount involved in these claims is R$35,634. 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 Petroquímica, 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, at the administrative level, of ICMS in view of:

 

·                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; and

 

·                non-presentation of the tax documents requested by inspection authorities.

 

85

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

On December 31, 2013, the amount involved is R$86,233. 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.

 

(iv)             ICMS - sundry violations

 

The subsidiary Braskem Qpar was served a tax deficiency notice by the Finance Department of the State of São Paulo, demanding (i) the payment of ICMS tax in view of the alleged non-payment of the tax from 2002 to 2004 while carrying out interstate sales to taxpayers located in other states though the goods never left the state of São Paulo, and (ii) the payment of ICMS and fines for using tax credits from August 2004 and November 2005, issuing tax documents without the corresponding exit of goods, and for alleged failing to submit the requested tax documents.

 

In 2013, Braskem paid R$47,746, taking advantage of the Special Installment Program announced by the São Paulo state government, thereby eliminating the contingency described in item (i) above, while the amount of R$28,581 relating to the contingency described in item (ii).

 

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

 

 

 

 

 

Recovery of

 

 

 

 

 

 

 

 

 

environmental

 

Legal

 

 

 

 

 

Bonus

 

damage

 

provisions

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

December 31, 2010

21,538

 

36,282

 

330,807

 

6,240

 

394,867

 

 

 

 

 

 

 

 

 

 

Additions, inflation adjustments and exchange variation, net

33,452

 

16,542

 

(28,335)

 

3,694

 

25,353

Write-offs through usage and payments

(41,413)

 

(16,047)

 

(27,015)

 

(4,867)

 

(89,342)

Compensation

 

 

 

 

(9,155)

 

 

 

(9,155)

 

 

 

 

 

 

 

 

 

 

December 31, 2011

13,577

 

36,777

 

266,302

 

5,067

 

321,723

 

 

 

 

 

 

 

 

 

 

Additions, inflation adjustments and exchange variation, net

58,387

 

18,622

 

68,268

 

3,780

 

149,057

Write-offs through usage and payments

(31,298)

 

(22,455)

 

(1,352)

 

 

 

(55,105)

 

 

 

 

 

 

 

 

 

 

December 31, 2012

40,666

 

32,944

 

333,218

 

8,847

 

415,675

 

 

 

 

 

 

 

 

 

 

Additions, inflation adjustments and exchange variation, net

58,794

 

96,589

 

92,575

 

5,985

 

253,943

Write-offs through usage and payments

(54,400)

 

3,229

 

(62,897)

 

-

 

(114,068)

 

 

 

 

 

 

 

 

 

-

December 31, 2013

45,060

 

132,762

 

362,896

 

14,832

 

555,550

 

25                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.

 

86

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

No new certificates have been issued since 2008, and the transactions under this program are, since then, limited to redemptions.

 

The balances at December 31, 2013 and 2012 are as follows:

 

 

2013

 

2012

 

Quantity

 

Amount

 

Quantity

 

Amount

               

Investment units

             

Issued (Alfa units)

377,156

 

5,254

 

427,313

 

6,200

Bonus (Beta units)

341,408

 

4,020

 

389,336

 

4,205

Total

718,564

 

9,274

 

816,649

 

10,405

 

26        Post-employment benefits

 

26.1          Defined contribution plans

 

(a)               ODEPREV 

 

The Company maintains a defined contribution plan for its employees managed by ODEPREV, a private pension plan entity created by Odebrecht. ODEPREV offers its participants, which are employees of the sponsoring companies, an optional defined contribution plan in which monthly and additional participant contributions and monthly and annual sponsor contributions are made to individual pension savings accounts.

 

On December 31, 2013, the number of active participants in ODEPREV totals 5,451 (5,404 in 2012). The contributions made by the Company in the year amount to R$19,703 (2012 - R$24,898) and the contributions made by the participants amounted to R$46,411 (2012 - R$44,070).

 

(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.

 

26.2          Post-employment benefit plans

 

(a)               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 2014. For this reason, the provisioned amount of R$158,122 (Note 26.3.1 (a)) is recorded under current liabilities.

 

(b)               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 2014. Due to the plan’s surplus situation, no provision has been accrued.

 

87

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

26.3          Defined benefit plans

 

(a)               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, 2013, the plan has 54 active participants (2012 - 53). In 2013, 2012 and 2011, no contributions were made by the Company or by participants.

 

(b)               Braskem Alemanha

 

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. On December 31, 2013, the plan has 136 (2012 – 96) active participants.  In 2013, 2012 and 2011, no contributions were made by the Company or by 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.

 

26.3.1    Composition and changes in the balances of the post-employment benefit plans

 

(a)               Amounts in balance sheet

  

   

Note

 

2013

 

2012

   

2.1.1(a)

     

Revised

Post-employment benefits

           

Petros Copesul

     

158,122

 

147,175

             

Defined benefit

           

Novamont Braskem America (i)

   

(i)

9,554

 

10,381

Braskem Alemanha (i)

   

(i)

34,515

 

26,221

       

44,069

 

36,602

             
       

202,191

 

183,777

             

Current liabilities

     

158,137

 

147,175

Non-current liabilities

     

44,054

 

36,602

Total

     

202,191

 

183,777

 

(i)                   With the adoption of IAS 19, the actuarial losses previously unrecognized in these two plans in the amount of R$18,204 (R$11,816, net of income tax) were recognized retroactively, on December 31, 2012,  under "other comprehensive income (loss)". The balance sheet on that date was restated to reflect the changes to the item “post-employment benefits”.  For comparison purposes, the information for December 31, 2011 was not revised in the statement of changes in shareholders’ equity, since the amounts are immaterial.

 

88

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

   

Note

 

2013

 

2012

   

2.1.1(a)

     

Revised

Benefit obligations

     

(67,668)

 

(56,338)

Fair value of plan assets

     

23,599

 

19,736

Funded status of the plan

     

(44,069)

 

(36,602)

Consolidated net balance

     

(44,069)

 

(36,602)

             

In non-current liability

     

(44,069)

 

(36,602)

       

(44,069)

 

(36,602)

 

(b)               Change in obligations

  

   

Note

 

2013

 

2012

 

2011

   

2.1.1(a)

     

Revised

 

Revised

Balance at beginning of year

     

56,338 

 

37,166

 

19,634

Acquisition of company

     

 

     

12,675

Current service cost

     

2,593

 

1,255

 

426

Interest cost

     

2,561

 

2,138

 

1,292

Special retirement

     

 

     

278

Benefits paid

     

(1,693)

 

(2,561)

 

(125)

Actuarial losses (gain)

     

(909)

 

14,769

 

1,026

Exchange variation

     

8,778

 

3,571

 

1,960

Balance at the end of the year

     

67,668 

 

56,338

 

37,166

 

(c)               Change in fair value plan assets

 

   

Note

 

2013

 

2012

 

2011

   

2.1.1(a)

     

Revised

 

Revised

Balance at beginning of year

     

19,736

 

18,981

 

19,353

Acquisition of company

             

631

Actual return on plan assets

     

1,158

 

314

 

9

Employer contributions

     

1,392

 

178

   

Current expenses

     

 

 

(39)

 

(36)

Benefits paid

     

(1,619)

 

(1,406)

 

(976)

Exchange variation

     

2,932

 

1,708

   

Balance at the end of the year

     

23,599

 

19,736

 

18,981

 

(d)               Amounts recognized in profit or loss

   

   

Note

 

2013

 

2012

 

2011

   

2.1.1(a)

     

Revised

 

Revised

Current service cost

     

2,593

 

1,255

 

427

Interest cost

     

2,547

 

2,138

 

1,292

Expected return on plan assets

     

(1,614)

 

(1,489)

 

(189)

Amortization of actuarial loss

     

675

 

74

   

Amortization of unrecognized service cost

     

119

 

104

   
       

4,320

 

2,082

 

1,530

 

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.

 

89

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(e)               Actuarial assumptions

 

   

 

 

 

 

 

 

 

     

(%)

   

2013

 

 

 

2012

 

 

 

2011

   

United

     

United

     

United

   
   

States

 

Germany

 

States

 

Germany

 

States

 

Germany

                         

Discount rate

 

5.00

 

3.75

 

5.00

 

5.75

 

5.70

 

5.75

Inflation rate

 

3.00

 

1.51

 

3.00

 

2.00

 

3.00

   

Expected return on plan assets

 

7.50

 

n/a

 

7.50

 

n/a

 

1.00

 

4.00

Rate of increase in future salary levels

 

n/a

 

3.00

 

n/a

 

3.00

 

n/a

 

3.00

Rate of increase in future pension plan

 

n/a

 

n/a

 

n/a

 

n/a

 

n/a

 

2.25

 

(f)                Hierarchy of fair value assets

  

On December 31, 2013, the balance of the fair value of assets is represented by the assets of the Novamont defined benefit plan of Braskem America, which has a level-1 fair value hierarchy. As mentioned in item 26.3.1(c) of this Note, the defined benefit plans of Braskem Alemanha is not a contribution-based plan and as such, on December 31, 2013, this plan had no assets.

 

27                Advances from clients

 

The balance includes advances amounting to R$430,959 (2012 - R$358,428) from four clients overseas for the acquisition of products for supply between February 2013 and December 2016.

 

28                Other accounts payable

 

(a)               Non-current 

 

(i)    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, incorporated by Braskem Qpar in August, 2013 (Note 1(b.xxiv)). The balance, on December 31, 2013, is R$275,743 (2012 - R$256,030).

 

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.

 

(ii)  amounts payable to the non-controlling shareholder of Braskem Idesa, in the amount of R$370,420, arising from loans for the Ethylene XXI Project.

 

 

90

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

29                Contingencies 

 

Braskem has contingent liabilities related to lawsuits and administrative proceedings arising from the normal course of its business. These contingencies are of a labor and social security, tax, civil and corporate nature and involve risks of losses that are classified by the Company’s Management as possible.  

 

The balance of contingent liabilities not booked as on December 31, 2013 and 2012 is classified as below:

 

 

 

 

2013

 

2012

           

Labor claims

(a)

 

606,166

 

698,036

Tax claims

(b)

 

3,399,794

 

2,967,799

Other lawsuits

(c)

 

389,352

 

411,324

Total

   

4,395,312

 

4,077,159

 

(a)               Labor 

 

On December 31, 2013, the Company is involved in 1,934 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 (RS), in the second quarter of 2005, claiming the payment of overtime amounting to R$39 million. The chances of loss are deemed as possible.

 

The Management of the Company does not expect further disbursements to terminate these lawsuits.

 

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

 

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

 

There are no judicial deposits related to these claims.

 

(a.2)    Class actions filed by the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (RS) 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$311 million.

 

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.

 

 

91

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(b)               Tax 

 

On December 31, 2013, the Company is involved in many proceeding with the Brazilian tax authorities. Management considers the chances of loss possible but not probable based on the estimate and opinion of its external advisors.

 

On December 31, 2013 the main tax contingencies, together by matter and totaling at least R$60 million, are the following:

 

(b.1)    ICMS

 

The Company is involved in many ICMS collection claims related to assessment notices drawn up mainly by the Finance Department of the States of SP, BA and AL. On December 31, 2013, the adjusted amounts of these claims total R$773 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 equipment, material for the 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; and

 

·           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.

 

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

 

(b.2)    COFINS

 

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.

 

92

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

On December 31, 2013, the adjusted amounts involved of these assessments total R$342 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, in the amount of R$136 million, that cover the amount involved in these claims.

 

 (b.3)   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, 2013, the adjusted amount involved of these assessments is R$111 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.

 

The Company furnished guarantee of R$19 million, which sustains the amount involved in the lawsuit on the issue. 

 

(b.4)    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) expenditures with 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, on December 31, 2013 totaled R$712 million, of which R$366 million related to principal and R$346 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 legal levels. 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.

 

The Company’s external legal counsel expect the proceedings at administrative level to conclude in 2020.

 

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

 

93

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(b.5)    IR and Social Contribution Taxes – Goodwill amortization and other charges

 

The Company was served a tax deficiency notice by the Federal Revenue Service for having deducted, between 2007 and 2012, amortization charges from goodwill originated from equity interests acquired in calendar year 2012. That year, several business groups divested their petrochemical assets, the consolidation of which enabled the incorporation of Braskem. On December 31, 2013, the updated value of said income and social contribution tax deficiency notice was R$650 million.

 

In addition to the amounts related to Income and Social Contribution taxes recorded in the notices filed by tax authorities, the company rectified the balances of tax losses and negative social contribution tax bases corresponding to the disallowance of part of the amortization charges on the goodwill mentioned above, and the interest and exchange variation expenses incurred in 2008. The offset amounts represent R$653 million of the balance of tax losses and R$667 million of the balance negative social contribution bases, whose estimated tax impact is equivalent to the principal amount of R$223 million.

 

The Management, based on the opinion of the Company’s legal counsel, believes that the existence of an effective business purpose in the acquisition of the aforementioned petrochemical assets, the participation of third parties in the businesses that originated the goodwill from acquisitions, and the real economic nature of the operations that led to the recording of interest and exchange variation expenses, considers the chances of loss in the administrative and legal spheres as possible. Hence, no provision was accrued for these tax deficiency notices.

 

There is no judicial deposit or any other type of guarantee for all these proceedings. 

 

For being recent contingencies, is unfeasible to estimate when these proceedings are expected to be terminated. 

 

(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, on December 31, 2013, totaled R$123 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)     Societary

 

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$17 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.

 

94

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

 

(c.3)     Social security

 

The Company is a party to various administrative and judicial proceedings concerning social security matters, which total approximately R$137 million on December 31, 2013, as adjusted by the Selic rate.

 

The Management of the Company, based on the opinion of its external legal advisors, understands that no amount is due with respect to these assessments.

 

Additionally, Management believes that is not possible to estimate the amount of disbursement to cover a possible unfavorable decision to the Company, or even estimate when these proceedings will be brought to conclusion.

 

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.

 

30                Equity 

 

(a)                Capital 

 

On December 31, 2013, 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

           
     

Common

     

shares

     

shares

           
     

shares

 

%

 

class A

 

%

 

class B

 

%

 

Total

 

%

                                   

OSP e Odebrecht

   

226,334,623

 

50.11%

 

79,182,498

 

22.96%

   

305,517,121

 

38.32%

Petrobras

   

212,426,951

 

47.03%

 

75,591,019

 

21.91%

   

288,017,970

 

36.13%

BNDESPAR

     

40,102,837

 

11.62%

   

40,102,837

 

5.03%

ADR

(i)

   

34,191,744

 

9.91%

   

34,191,744

 

4.29%

Other

   

12,907,078

 

2.86%

 

114,780,022

 

33.27%

 

593,818

 

100.00%

 

128,280,918

 

16.09%

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 Depositary Receipts traded on the New York Stock Exchange (USA).

(ii)     These share are considered “treasury shares” in the consolidated shareholders’ equity, amounting to R$48,892.

 

(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.

 

95

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

 

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 Corporation Law.

 

(c)               Tax incentive reserve

 

This reserve mainly comprised the income tax deduction benefit determined before the base period of 2006 (Note 33(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.

 

At the end of fiscal year 2012, the Company used the balance of this reserve to absorb part of the fiscal year’s loss.

 

(d)               Legal reserve

 

Under Brazilian Corporation 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 absorb losses or pay dividends.

 

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.

 

 

96

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(f)                Ongoing share repurchase programs

 

(f.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, 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.

 

(f.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 might acquire up to 13,376,161 class “A” preferred shares at market price. The shares might be acquired by the Company or by financial institutions hired for such purpose. Upon the expiration of the program, Braskem would have to acquire from financial institutions, at market value, the shares eventually 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$12.66 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 2013.

 

 

 

 

97

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(g)               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 Brazilian Corporation 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.

 

(g.1)    Profit or loss in 2013 and dividends proposed

Management proposes paying total dividends of R$482,593. The total dividends proposed correspond to R$0.6061888020  for all classes of shares and meets the priority dividend of preferred shares in accordance with the Bylaws of the Company.

Management proposes to the Annual Shareholders Meeting the allocation of net income from 2013 as follows:

   

2013

     

Net income for the year of Company's shareholders

 

509,697

Realization of additional property, plant and equipment

 

28,203

Net income adjusted

 

537,900

Legal reserves distribution

 

(26,895)

Net income adjusted by dividends calculation

 

511,005

Proposed dividends (*)

 

(482,593)

Portion allocated to unrealized profit reserves

 

(28,412)

Balance of retained earnings

 

 

     

(*) Minimum dividends - 25% adjusted net income

(i)

127,751

Additional proposed dividends

(ii)

354,842

Total dividends

 

482,593

 

(i)       Recorded in current liabilities.

(ii)     Recorded in shareholders' equity, under the item “proposed additional dividend”.

 

 

98

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(g.2)    Absorption of the balance of retained losses and dividend payment

 

The adjusted loss for fiscal year 2012, in the amount of R$674,263, was absorbed by the unrealized profits reserves, tax incentives and the legal reserve, resulting in a balance of R$565,549. On April 2, 2013, the Annual Shareholders Meeting approved the absorption of the balance by using a portion of the “capital reserve” account.

 

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 class “A” and “B” common and preferred share, paid as of November 19, 2012.

 

 

99

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(h)               Other comprehensive income – Equity

 

               

Defined

     

Foreign

       
       

Additional

 

Deemed

 

benefit

     

currency

 

Gain (loss)

   
       

indexation of

 

cost of

 

plan actuarial

 

Fair value

 

translation

 

on interest

   
       

PP&E

 

PP&E

 

Gain (loss)

 

of hedge

 

adjustment

 

in subsidiary

   
   

Note

 

(i)

 

(i)

 

(ii)

 

(iii)

 

(iv)

 

(v)

 

Total

                                 

As of December 31, 2010

   

353,777

 

 

 

 

 

(53,292)

 

(79,135)

 

 

 

221,350

                                 

Additional indexation

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Realization by depreciation or write-off assets

   

(41,267) 

 

 

 

 

 

 

 

 

 

 

 

(41,267)

 

Income tax and social contribution

   

14,031  

 

 

 

 

 

 

 

 

 

 

 

14,031

       

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed cost of jointly-controlled investment

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed cost of jointly-controlled investment

   

 

 

22,079

 

 

 

 

 

 

 

 

 

22,079

 

Realization by depreciation or write-off assets

   

 

 

(1,394)

 

 

 

 

 

 

 

 

 

(1,394)

 

Income tax and social contribution

   

 

 

474

 

 

 

 

 

 

 

 

 

474

       

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of cash flow hedge

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value

   

 

 

 

 

 

 

(1,939)

 

 

 

 

 

(1,939)

 

Transfer to result

   

 

 

 

 

 

 

46,973

 

 

 

 

 

46,973

 

Income tax and social contribution

   

 

 

 

 

 

 

(2,458)

 

 

 

 

 

(2,458)

       

 

 

 

 

 

 

 

 

 

 

 

 

 

Gain on interest in subsidiary

   

 

 

 

 

 

 

 

 

 

 

3,106

 

3,106

       

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

   

 

 

 

 

 

 

 

 

54,631

 

 

 

54,631

       

 

 

 

 

 

 

 

 

 

 

 

 

 

On December 31, 2011

   

326,541

 

21,159

 

 

 

(10,716)

 

(24,504)

 

3,106

 

315,586

                                 

Additional indexation

                             
 

Realization by depreciation or write-off assets

   

(41,268) 

                     

(41,268)

 

Income tax and social contribution

   

14,032  

                     

14,032

                                 

Deemed cost of jointly-controlled investment

                             
 

Realization by depreciation or write-off assets

       

(1,442) 

                 

(1,442)

 

Income tax and social contribution

       

490  

                 

490

                         

 

     

Defined benefit plan actuarial loss

                             
 

Actuarial loss

           

(18,204)

             

(18,204)

 

Income tax and social contribution

           

6,388  

             

6,388

                                 

Fair value of Cash flow hedge

                             
 

Change in fair value

               

1,948

         

1,948

 

Transfer to result

               

14,290

         

14,290

 

Income tax and social contribution

               

(5,522) 

         

(5,522)

                                 

Loss on interest in subsidiary

   

 

 

 

 

     

 

 

 

 

(5,917)

 

(5,917)

                                 

Write-off gain on interest in subsidiary

                       

(4,632) 

 

(4,632)

                                 

Foreign currency translation adjustment

                   

61,662

     

61,662

                                 

On December 31, 2012 (revised)

2.1.1(a)

 

299,305

 

20,207

 

(11,816)

 

 

 

37,158

 

(7,443)

 

337,411

                                 

Additional indexation

                             
 

Realization by depreciation or write-off assets

   

(41,268) 

                     

(41,268)

 

Income tax and social contribution

   

14,032  

                     

14,032

         

 

 

 

           

 

   

Deemed cost of jointly-controlled investment

     

 

 

 

           

 

   
 

Realization by depreciation or write-off assets

       

(1,465) 

                 

(1,465)

 

Income tax and social contribution

       

498  

                 

498

                                 

Foreign sales hedge

                             
 

Exchange rate

               

(2,303,540)

         

(2,303,540)

 

Income tax and social contribution

               

783,204  

         

783,204

                                 

Fair value of Cash flow hedge

                             
 

Change in fair value

               

(83,413)

     

 

 

(83,413)

 

Transfer to result

               

(41,727)

     

 

 

(41,727)

 

Income tax and social contribution

               

40,120  

     

 

 

40,120

                           

 

   

Defined benefit plan actuarial gain

           

169  

             

169

                                 

Net loss interest in subsidiary

                       

(1,961) 

 

(1,961)

                           

 

   

Foreign currency translation adjustment

                   

205,249

 

 

 

205,249

                                 

On December 31, 2013

   

272,069

 

19,240

 

(11,647)

 

(1,605,356)

 

242,407

 

(9,404)

 

(1,092,691)

                                 

(i)

Realization as the asset is depreciated or written-off.

(ii)

Realization upon extinction of the plan.

(iii)

Realization upon maturity, prepayment or loss of efficacy for hedge accounting.

(iv)

Realization upon write-off of subsidiary abroad.

(v)

Realization upon divestment or transfer of control of subsidiary.

 

100

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

31                Earnings per share

 

Basic and 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 and following the rules for the distribution of dividends provided for in the Company’s bylaws, as described in Note 30 (g). Due to the limited rights for class “B” shares mentioned at the Company’s bylaws, is not applicable the participation of those shares when the period result is a net loss.

 

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. There has been no change in the number of shares in fiscal year 2013. The calculation of the weighted average in 2012 is shown below:

 

    Total of outstanding shares Weighted average
      Preferred Total of   Preferred Total of
      Common   shares class   weighted   Common   shares class   weighted
  Note shares "A" average shares "A" 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 30(f)).

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 30(f). There is no highest limit for their participation.

Basic and diluted earnings per share are equal, since the Company does not have any financial instruments which may be convertible in the Company's shares.    

 

101

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

As required by IAS 33, the table below show the reconciliation of profit (loss) for the period adjusted to the amounts used to calculate basic and diluted earnings (loss) per share.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2013

 

2012

 

2011

 

 

Note

 

Basic and diluted

 

Basic and diluted

 

Basic and diluted

 

 

2.1.1(b)

 

 

 

Revised

 

Revised

 

 

 

 

 

 

 

 

 

Profit (loss) for the period attributed to Company's shareholders

 

 

 

 

 

 

 

 

of continued operations

 

 

 

509,697

 

(1,012,690)

 

(524,019)

 

 

 

 

 

 

 

 

 

Distribution of dividends attributable to priority:

 

 

 

 

 

 

 

 

Preferred shares class "A"

 

 

 

208,437

 

 

 

-

Preferred shares class "B"

 

 

 

360

 

 

 

-

 

 

 

 

208,797

 

 

 

 

 

 

 

 

 

 

 

 

 

Distribution of 6% ??of unit value of common shares

 

 

 

273,796

 

 

 

-

 

 

 

 

 

 

 

 

 

Distribution of plus income, by class

 

 

 

 

 

 

 

 

Common shares

 

 

 

15,389

 

 

 

 

Preferred shares class "A"

 

 

 

11,715

 

 

 

 

 

 

 

 

27,104

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Common shares

 

 

 

289,185

 

(574,430)

 

(296,551)

Preferred shares class "A"

 

 

 

220,152

 

(438,260)

 

(227,468)

Preferred shares class "B"

 

 

 

360

 

 

 

 

 

 

 

 

509,697

 

(1,012,690)

 

(524,019)

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

Common shares

 

 

 

451,668,652

 

451,668,652

 

451,668,652

Preferred shares class "A" (i)

 

 

 

343,848,120

 

344,599,582

 

346,451,489

Preferred shares class "B"

 

 

 

593,818

 

 

 

 

 

 

 

 

796,110,590

 

796,268,234

 

798,120,141

 

 

 

 

 

 

 

 

 

Profit (loss) per share (in R$)

 

 

 

 

 

 

 

 

Common shares

 

 

 

0.6403

 

(1.2718)

 

(0.6566)

Preferred shares class "A"

 

 

 

0.6403

 

(1.2718)

 

(0.6566)

Preferred shares class "B"

 

 

 

0.6062

 

-

 

-

(i)         In the calculation of the weighted average, the shares of the Company that were repurchased were excluded from the base (Note 30(f)).

 

 

102

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

32                Net sales revenues

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

2013

 

2012

 

2011

 

 

 

2.1.1(b)

 

 

Revised

 

Revised

Sales revenue

 

 

 

 

 

 

 

 

Domestic market

 

 

30,236,855

 

27,409,691

 

25,574,949

 

Foreign market

 

 

17,532,783

 

15,572,798

 

14,143,107

 

 

 

 

47,769,638

 

42,982,489

 

39,718,056

Sales deductions

 

 

 

 

 

 

 

Taxes

 

 

(6,414,524)

 

(6,487,401)

 

(6,395,071)

Sales returns and other

 

 

(385,624)

 

(334,761)

 

(236,479)

 

 

 

 

(6,800,148)

 

(6,822,162)

 

(6,631,550)

 

 

 

 

 

 

 

 

 

Net sales revenue

 

 

40,969,490

 

36,160,327

 

33,086,506

                   
 

33                Tax incentives

 

(a)               Income Tax

 

The PE plant installed in Camaçari (BA) and the PVC plant installed in Marechal Deodoro (AL) benefit from a 75% relief on the income tax levied over the profits obtained from the sale of their production, valid until 2016 and 2019, respectively. The other industrial plants located in the states of BA and AL are currently requesting the renewal of said benefit. The Management of the Company believes it may obtain the renewal of the incentive.

 

(b)               PRODESIN - ICMS

 

The Company has ICMS tax incentives granted by the state of AL, 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 32. In 2013, the amount of this incentive was R$50,908 (2012 - R$32,780).

 

(c)               REINTEGRA 

 

In 2013, the Company determined a credit of R$229,742 (Note 12 (f)) (2012 - R$228,052), which is presented in the account “cost of goods sold”, in the statement of operations.

 

34                Other operating income (expenses), net

 

For the year ended December 31, 2013, the main expenditure under this heading refer to the depreciation and maintenance of paralyzed plants, provision for remedying environmental damage and inventory adjustments, that sum R$203,207. Additionally, the Company recorded revenues of R$25,063 due to the reduction in the balance of the installment of Law 11.941/09 (Note 22 (a)).

 

On December 31, 2013, the main amount is the indemnity received under the supply agreement between Sunoco and Braskem America in the amount of R$235,962.

 

103

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

35                Financial results

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Note

 

2013

 

2012

 

2011

 

 

 

 

2.1.1(b)

 

 

 

Revised

 

Revised

Financial income

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

281,669

 

220,169

 

257,616

 

Monetary variations

 

 

 

24,117

 

40,599

 

59,226

 

Exchange rate variations

 

 

 

333,424

 

219,757

 

423,299

 

Other

 

 

 

 

133,928

 

51,403

 

18,937

 

 

 

 

 

 

773,138

 

531,928

 

759,078

 

 

 

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

 

 

 

Interest expenses

 

 

 

 

(1,121,761)

 

(973,195)

 

(990,053)

 

Monetary variations

 

 

 

(300,310)

 

(274,881)

 

(300,976)

 

Exchange rate variations

 

 

 

(78,510)

 

(1,898,677)

 

(1,659,839)

 

Inflation adjustments on fiscal debts

 

 

 

(173,864)

 

(208,186)

 

(235,769)

 

Tax expenses on financial operations

 

 

 

(32,884)

 

(17,289)

 

(15,640)

 

Discounts granted

 

 

 

 

(89,495)

 

(58,859)

 

(46,756)

 

Loans transaction costs - amortization

 

 

 

(6,200)

 

(27,221)

 

(21,159)

 

Adjustment to present value - appropriation

 

 

 

(592,413)

 

(310,525)

 

(60,353)

 

Other

 

 

 

 

(153,674)

 

(157,376)

 

(229,988)

 

 

 

 

 

 

(2,549,111)

 

(3,926,209)

 

(3,560,533)

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

(1,775,973)

 

(3,394,281)

 

(2,801,455)

                       
 

 

 

Note

 

2013

 

2012

 

2011

 

 

2.1.1(b)

 

 

 

Revised

 

Revised

Interest income

 

 

 

 

 

 

 

 

Held for sale

 

 

 

13,416

 

5,023

 

96,386

Loans and receivables

 

 

102,623

 

139,580

 

96,737

Held-to-maturity

 

 

 

31,147

 

17,841

 

16,636

 

 

 

 

147,186

 

162,444

 

209,759

Other assets not classifiable

 

 

134,483

 

57,725

 

47,857

Total

 

 

 

281,669

 

220,169

 

257,616

 

 

 

 

 

 

 

 

 

                   
 

104

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

36                Expenses by nature

 

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

 

 

 

 

Note

 

2013

 

2012

 

2011

 

 

 

2.1.1(b)

 

 

 

Revised

 

Revised

Classification by nature:

 

 

 

 

 

 

 

 

Raw materials other inputs

 

 

(30,515,643)

 

(27,812,462)

 

(25,146,769)

 

Personnel expenses

 

 

(1,953,194)

 

(1,772,097)

 

(1,574,303)

 

Outsourced services

 

 

(1,570,320)

 

(1,633,747)

 

(1,341,733)

 

Tax expenses

 

 

(9,847)

 

(8,293)

 

(54,730)

 

Depreciation, amortization and depletion

 

 

(2,038,366)

 

(1,902,475)

 

(1,704,524)

 

Freights

 

 

(1,471,853)

 

(1,302,899)

 

(993,428)

 

Other expenses

 

 

(667,123)

 

(111,229)

 

(373,787)

 

Total

 

 

(38,226,346)

 

(34,543,202)

 

(31,189,274)

 

 

 

 

 

 

 

 

 

 

Classification by function:

 

 

 

 

 

 

 

 

Cost of products sold

 

 

(35,820,761)

 

(32,709,068)

 

(29,264,970)

 

Selling and distribution

 

 

(1,000,749)

 

(990,365)

 

(820,015)

 

General and administrative

 

 

(1,077,934)

 

(1,071,029)

 

(1,008,067)

 

Research and development

 

 

(115,812)

 

(106,197)

 

(99,083)

 

Other operating income (expenses), net

 

 

(211,090)

 

333,457

 

2,861

 

Total

 

 

(38,226,346)

 

(34,543,202)

 

(31,189,274)

 

 

 

 

 

 

 

 

 

 

                         

 

37                Segment information

 

Management defined the organizational structure of Braskem based on the types of business, the main products, markets and production processes, and identified five operating and reportable segments - four production segments and one distribution segment. Considering that were not sold the assets of Quantiq and IQAG (Note 2.1.1(b)), the Chemical Distribution segment once again became a reportable segment on December 31, 2013. The information for 2012 and 2011 was revised to include this change.

 

The current operational segments are the following:

 

·      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, SP and RJ 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.

 

·      United States and Europe: operations related to PP production in the United States and Europe.  

 

·      Chemical distribution: consists mainly of Quantiq’s operations related to the distribution of petroleum-based solvents, intermediate chemicals, special chemicals and pharmacons.

 

 

 

 

105

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(a)               Presentation, measurement and conciliation of results

 

Information by segment is generated in accounting records maintained in accordance with the accounting principles and practices adopted in Brazil, according to 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 2013 and 2012, the Company does not have any revenue arising from transactions with only one client that is equal to or higher than 10% of its total net revenue.

 

In 2013, the most significant revenue from a single client amounts to approximately 3% of total net revenues of the Company and refers to the basic petrochemical segment.

 

106

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(c)               Results of operations by segment

 

     

2013

     

Reporting segments

 

Total

         

Braskem

       
     

Basic

         

USA and

 

Chemical

 

reportable

 

Other

 

Corporate

 

consolidated

     

Braskem

 

Note

 

petrochemicals

 

Polyolefins

 

Vinyls

 

Europe

 

distribution

 

segments

 

segments (i)

 

unit

 

before adjustments

 

Eliminations

 

consolidated

                                               

Net sales revenue

   

25,037,780

 

16,944,709

 

2,581,076

 

6,748,502

 

891,734

 

52,203,801

 

130,289

 

 

 

52,334,090

 

(11,364,600)

 

40,969,490

Cost of products sold

   

(22,561,151)

 

(14,694,326)

 

(2,384,543)

 

(6,419,523)

 

(761,136)

 

(46,820,679)

 

(133,690)

 

 

 

(46,954,369)

 

11,133,608

 

(35,820,761)

Gross profit

   

2,476,629

 

2,250,383

 

196,533

 

328,979

 

130,598

 

5,383,122

 

(3,401)

 

 

 

5,379,721

 

(230,992)

 

5,148,729

                                               

Operating expenses

                                             

Selling, general and distribution expenses

   

(534,896) 

 

(852,680)

 

(174,072)

 

(282,880)

 

(96,673)

 

(1,941,201)

 

(68,576)

 

(184,718)

 

(2,194,495)

 

 

 

(2,194,495)

Results from equity investments

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,223)

 

(3,223)

 

 

 

(3,223)

Other operating income (expenses), net

   

(67,835) 

 

(30,673)

 

(11,179)

 

(37,621)

 

(6,537)

 

(153,845)

 

196

 

(57,441)

 

(211,090)

 

 

 

(211,090)

     

(602,731)

 

(883,353)

 

(185,251)

 

(320,501)

 

(103,210)

 

(2,095,046)

 

(68,380)

 

(245,382)

 

(2,408,808)

 

 

 

(2,408,808)

                                               

Operating profit (loss)

   

1,873,898

 

1,367,030

 

11,282

 

8,478

 

27,388

 

3,288,076

 

(71,781)

 

(245,382)

 

2,970,913

 

(230,992)

 

2,739,921

                                               
                                               
     

2012

 

2.1.1(b)

 

 

 

 

 

 

 

 

 

 

 

                   

Revised

     

Reporting segments

 

Total

         

Braskem

       
     

Basic

         

USA and

 

Chemical

 

reportable

 

Other

 

Corporate

 

consolidated

     

Braskem

     

petrochemicals

 

Polyolefins

 

Vinyls

 

Europe

 

distribution

 

segments

 

segments (i)

 

unit

 

before adjustments

 

Eliminations

 

consolidated

                                               

Net sales revenue

   

23,603,038

 

14,456,827

 

2,019,884

 

5,465,180

 

898,786

 

46,443,715

 

72,652

 

 

 

46,516,367

 

(10,356,040)

 

36,160,327

Cost of products sold

   

(21,793,497)

 

(13,131,842)

 

(1,947,749)

 

(5,272,065)

 

(751,013)

 

(42,896,166)

 

(88,052)

 

 

 

(42,984,218)

 

10,275,150

 

(32,709,068)

Gross profit

   

1,809,541

 

1,324,985

 

72,135

 

193,115

 

147,773

 

3,547,549

 

(15,400)

 

 

 

3,532,149

 

(80,890)

 

3,451,259

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Operating expenses

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Selling, general and distribution expenses

   

(491,999) 

 

(868,410)

 

(129,696)

 

(243,300)

 

(94,796)

 

(1,828,201)

 

(37,823)

 

(301,567)

 

(2,167,591)

 

 

 

(2,167,591)

Results from equity investments

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(25,807)

 

(25,807)

 

 

 

(25,807)

Other operating income (expenses), net

   

(64,050) 

 

(20,012)

 

1,808

 

364,798

 

(265)

 

282,279

 

(98,298)

 

149,476

 

333,457

 

 

 

333,457

     

(556,049)

 

(888,422)

 

(127,888)

 

121,498

 

(95,061)

 

(1,545,922)

 

(136,121)

 

(177,898)

 

(1,859,941)

 

 

 

(1,859,941)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

Operating profit (loss)

   

1,253,492

 

436,563

 

(55,753)

 

314,613

 

52,712

 

2,001,627

 

(151,521)

 

(177,898)

 

1,672,208

 

(80,890)

 

1,591,318

 

107

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2011

 

2.1.1(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revised

 

 

Reporting segments

 

Total

 

 

 

 

 

Braskem

 

 

 

 

 

 

Basic

 

 

 

 

 

USA and

 

Chemical

 

reportable

 

Other

 

Corporate

 

consolidated

 

 

 

Braskem

 

 

petrochemicals

 

Polyolefins

 

Vinyls

 

Europe

 

distribution

 

segments

 

segments (i)

 

unit

 

before adjustments

 

Eliminations

 

consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net sales revenue

 

23,080,909

 

12,854,346

 

1,730,894

 

3,283,828

 

774,923

 

41,724,900

 

146,224

 

 

 

41,871,124

 

(8,784,618)

 

33,086,506

Cost of products sold

 

(20,874,367)

 

(11,729,117)

 

(1,608,055)

 

(3,136,788)

 

(631,552)

 

(37,979,879)

 

(141,312)

 

 

 

(38,121,191)

 

8,856,221

 

(29,264,970)

Gross profit

 

2,206,542

 

1,125,229

 

122,839

 

147,040

 

143,371

 

3,745,021

 

4,912

 

-

 

3,749,933

 

71,603

 

3,821,536

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

-

 

-

Operating expenses

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

-

 

-

Selling, general and distribution expenses

 

(564,536)

 

(850,827)

 

(146,357)

 

(113,097)

 

(93,601)

 

(1,768,418)

 

(36,266)

 

(122,481)

 

(1,927,165)

 

-

 

(1,927,165)

Results from equity investments

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

(1,043)

 

(1,043)

 

-

 

(1,043)

Results from business combinations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

30,045

 

30,045

 

 

 

30,045

Other operating income (expenses), net

 

(10,692)

 

10,933

 

(32,126)

 

(16,899)

 

7,007

 

(41,777)

 

94,199

 

(49,561)

 

2,861

 

-

 

2,861

 

 

(575,228)

 

(839,894)

 

(178,483)

 

(129,996)

 

(86,594)

 

(1,810,195)

 

57,933

 

(143,040)

 

(1,895,302)

 

-

 

(1,895,302)

 

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

 

 

-

 

-

Operating profit (loss)

 

1,631,314

 

285,335

 

(55,644)

 

17,044

 

56,777

 

1,934,826

 

62,845

 

(143,040)

 

1,854,631

 

71,603

 

1,926,234

(i)      The other segments, includes the full results of the subsidiary Braskem Idesa.

108

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(d)               Net sales revenue by country

 

 

Note

 

2013

 

2012

 

2011

 

2.1.1(b)

 

 

 

Revised

 

Revised

Headquarter - Brazil

 

 

23,548,870

 

20,840,355

 

18,943,399

United States

 

 

7,981,211

 

5,642,946

 

5,032,359

Singapore

 

 

1,514,216

 

561,669

 

90,206

Argentina

 

 

1,222,729

 

1,195,728

 

1,058,825

Netherlands

 

 

1,099,945

 

913,208

 

862,310

Mexico

 

 

680,054

 

764,244

 

765,834

United Kingdom

 

 

578,351

 

406,132

 

434,930

Germany

 

 

536,343

 

583,952

 

134,363

Italy

 

 

318,357

 

282,671

 

159,084

Colombia

 

 

299,287

 

219,405

 

302,180

Chile

 

 

282,231

 

224,956

 

183,715

Peru

 

 

247,427

 

200,952

 

-

Uruguay

 

 

243,672

 

263,163

 

225,832

Poland

 

 

221,433

 

232,004

 

-

Switzerland

 

 

211,371

 

1,725,665

 

2,574,025

Japan

 

 

190,729

 

269,672

 

 

Spain

 

 

186,354

 

216,405

 

309,616

Bolivia

 

 

154,473

 

-

 

 

Canada

 

 

145,378

 

-

 

75,482

Paraguay

 

 

136,393

 

-

 

88,011

France

 

 

117,429

 

136,664

 

 

South Korea

 

 

90,531

 

143,036

 

 

Venezuela

 

 

90,595

 

152,870

 

 

Barbados

 

 

 

 

 

 

742,183

Portugal

 

 

 

 

 

 

106,463

China

 

 

 

 

 

 

85,482

Belgium

 

 

 

 

 

 

34,272

Other

 

 

872,111

 

1,184,628

 

877,935

 

 

 

40,969,490

 

36,160,327

 

33,086,506

 

 

 

 

 

 

 

 

 

(e)               Net sales revenue by product

  

   

Note

 

2013

 

2012

 

2011

   

2.1.1(b)

     

Revised

 

Revised

PE/PP

     

23,693,211

 

19,922,007

 

16,138,174

Benzene, toluene and xylene

     

2,974,235

 

2,727,659

 

2,014,110

Ethylene, Propylene

     

2,875,381

 

2,502,111

 

2,237,711

Naphtha, condensate and crude oil

     

2,548,457

 

2,019,884

 

4,356,086

PVC/Caustic Soda/EDC

     

2,240,950

 

2,417,416

 

1,730,894

ETBE/Gasoline

     

2,015,749

 

1,751,961

 

1,557,080

Butadiene

     

1,194,839

 

1,643,172

 

1,547,222

Chemical distribution

     

879,801

 

889,190

 

774,923

Cumene

     

729,999

 

646,286

 

690,170

Solvents

     

527,083

 

515,130

 

487,204

Other

     

1,289,785

 

1,125,511

 

1,552,932

       

40,969,490

 

36,160,327

 

33,086,506

 

 

109

 


 
 

Braskem S.A.

 

Notes to the financial statements

Years ended December 31, 2013

All amounts in thousands of reais 

 

(f)                Property plant and equipements and intagibles assets

 

   

2013

 

2012

         

Brazil - headquarters country

 

21,238,537

 

21,617,382

Mexico

 

5,684,813

 

1,255,171

United States of America

 

1,160,186

 

1,027,372

Germany

 

241,069

 

217,538

Other

 

1,573

 

288

   

28,326,178

 

24,117,751

 

38                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 April 2013, the entire All Risks program of Braskem was renewed. In addition, in 2012, Braskem Idesa contracted insurance to cover the risks related to the construction of the Ethylene XXI Project.

 

The All-Risks 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-Risks 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, 2014

 

372

 

2,000

 

24,441

Braskem America and Braskem Alemanha

April 8, 2014

 

372

 

250

 

2,583

Braskem Idesa

September 30, 2015

 

912

 

4,148

 

4,148

Quantiq

May 30, 2014

 

424

 

70

 

70

Total

           

31,242

 

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.

 

110

 


 
 

Braskem S.A.

 

Management’s notes to the financial statements on December 31, 2013

Amounts in thousands of Brazilian real, except where stated otherwise 

 

39                Non-cash operations (Statements of cash flow)

 

(a)               2013 

 

Capital increase in DAT (Note 1(b)(xxxi)) realized through transfer of assets.

 

(b)               2012 

 

·         Capital increase of Braskem Distribuidora (Note 1(b)(xiii)).

·         Divestment of equity interests in Braskem Distribuidora and Cetrel (Note 5), with the stipulated receipt for 2013.

 

40                Subsequent events

 

On January 16, 2014, Braskem issued Notes amounting to US$500 million in bonds, with coupon of 6.45% p.a. and maturing in February 2024. This was the first issue of Bonds by Braskem registered with the U.S. Securities and Exchange Commission (SEC). In February 2014, Braskem used the resources captured to partially settle the Bonds of 2017, 2018 and 2020 (Note 19 (c)).

 

41                Information related to guaranteed securities issued by subsidiaries

 

Braskem S.A. has fully and unconditionally guaranteed the debt securities issued by Braskem Finance, a 100-percent-owned finance subsidiary of Braskem. There are no significant restrictions on the ability of Braskem to obtain funds from Braskem Finance.

 

 

111

 

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 14, 2014
  BRASKEM S.A.
 
 
  By:      /s/     Mário Augusto da Silva
 
    Name: Mário Augusto da Silva
    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.