bak20100813_6k1.htm - Provided by MZ Technologies
 
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 August, 2010

(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- _____.


 
 

 

 

EXHIBIT 14

(CVM Ruling No. 481/09)

 

CAPITAL INCREASE

 

1.         Inform the amount of the increase and the new share capital

 

Answer: As a result of the merger of the shares of Rio Polímeros S.A. (“Riopol”) into Braskem S.A. (“Braskem”) (“Merger of Shares”), Braskem’s share capital will undergo an increase in the amount of twenty-two million, two hundred and eighty-five thousand, thirty-one Reais and seventy-seven centavos (R$ 22,285,031.77), which will be raised to eight billion, thirty-eight million, nine hundred and fifty-one thousand, eight hundred and twenty-six Reais and twenty-four centavos (R$ 8,038,951,826.24) (“Capital Increase”).

 

2.         Inform if the increase will be made upon: (a) the conversion of debentures into shares; (b) exercise of subscription right or warrant; (c) capitalization of profits or reserves; or (d) subscription of new shares

 

Answer: The Capital Increase will be made upon the subscription of new class “A” preferred shares of Braskem.

 

3.         Explain in detail the reasons for the increase and its legal and economic consequences

 

Answer: The Capital Increase is a result of the Merger of Shares, which has as its purpose turning Riopol into a wholly-owned subsidiary of Braskem, preserving the identity of the legal entities. Except for the portion allocated to Braskem’s capital reserve, the amount of the Capital Increase reflects the equity value of the common and preferred shares of Riopol merged into Braskem’s equity on March 31, 2010.

 

4.         Supply a copy of the audit committee’s opinion, if applicable

 

Answer: The audit committee issued an opinion about the terms of the Capital Increase, as per a meeting held on August 9, 2010, which is made available in the IPE system of the Securities Commission (Comissão de Valores Mobiliários) (www.cvm.gov.br).

 

5.         In case of capital increase upon subscription of shares

 

a.         Describe the allocation of the funds

 


 

 

Answer: Not applicable.

 

b.         Inform the number of shares issued of each type and class

 

Answer: Two million, four hundred and thirty-four thousand, eight hundred and ninety (2,434,890) new class “A” preferred shares, registered and without par value, will be issued.

 

c.         Describe the rights, advantages and restrictions attributed to the shares to be issued

 

Answer: The class “A” preferred shares of Braskem issued within the scope of the Capital Increase will grant the same rights, advantages and restrictions attributed to the other class “A” preferred shares issued by Braskem.

 

d.         Inform if the subscription will be private or public

 

Answer: The subscription will be private.

 

e.         In the event of private subscription, inform if the related parties, as defined by the accounting rules that deal with this subject, will subscribe shares in the capital increase, specifying the respective amounts, if such amounts are already known

 

Answer: The shares subscribed by Quattor Petroquímica, a company controlled by Braskem, and by Petróleo Brasileiro S.A. – Petrobras, which is a part of Braskem’s Shareholders’ Agreement, shall subscribe 1,154,758 and 1,280,132 class “A” preferred shares, respectively.

 

f.         Inform the issue price of the new shares or the reasons why its establishment will be delegated to the board of directors, in the cases of public distribution

 

Answer: The issue price of the shares issued in the Merger of Shares will be forty-two Reais, thirty-three centavos and a fraction (R$ 42.3373397196588) and represents the ratio of the division of the equity value of the shares of Riopol, on March 31, 2010, merged into Braskem’s equity, by the amount of shares to be issued, according to the replacement ratio applicable to the Merger of Shares.

 

 


 

g.         Inform the par value of the shares issued or, if they are nonpar shares, the portion of the issue price that will be allocated to the capital reserve

 

Answer: The Merger of Shares will result in an increase of Braskem’s capital in the aggregate amount of one hundred and three million, eighty-six thousand, seven hundred and sixty-five Reais and eleven centavos (R$ 103,086,765.11), of which twenty-two million, two hundred and eighty-five thousand, thirty-one Reais and seventy-seven centavos (R$ 22,285,031.77) are destined to the share capital and eighty million, eight hundred and one thousand, seven hundred and thirty-three Reais and thirty-four centavos (R$ 80,801,733.34) are destined to the capital reserve.

 

h.         Supply the managers’ opinion about the effect of the capital increase, mainly as regards the dilution resulting from the increase

 

Answer: The Capital Increase is an exclusive consequence of the Merger of Shares. The Company intends that the Merger of Shares will produce the following effects: (i) the increasing of the competitiveness and efficiency of Braskem and Riopol so that they may face competition from international companies; (ii) simplify the current capital and corporate structure of Braskem and Riopol, through the migration of the current shareholders of Riopol to Braskem, preserving the identity of the legal entities, but reducing administrative costs.

 

The percentages which indicate the dilution resulting from the Capital Increase are described in item 5(n) below.

 

i.          Inform the calculation criterion of the issue price and justify in detail the economic aspects that determined your choice

 

Answer: As this Capital Increase results from a Merger of Shares, the issue price of the shares was determined through the division of the equity value of the common and preferred shares of Riopol, on March 31, 2010, merged into Braskem’s equity, by the number of shares to be issued.

 

j.          If the issue price has been established at a premium or discount in relation to the market value, identify the reason for the premium or discount and explain how it was determined

 

Answer: There is no premium or discount in the issue price.

 

k.         Provide a copy of all reports and studies that have subsidized the establishment of the issue price

 


 

 

Answer: Refer to item (s), (iii), below.

 

l.          Inform the quotation of each kind and class of shares of the company in the markets in which they are traded, identifying:

 

            i. Minimum, medium and maximum quotation for each year, in the last three (3) years

 

Tickers Braskem

Minimum

Medium

Maximum

2007

 

 

 

BAK

11.56

16.02

19.27

BRKM3

11.67

14.56

16.14

BRKM5

12.34

15.49

18.19

BRKM6

7.49

11.13

13.37

XBRK

4.63

6.09

7.20

2008

 

 

 

BAK

4.60

13.25

18.03

BRKM3

5.33

12.03

14.95

BRKM5

5.41

11.58

15.19

BRKM6

4.52

9.88

12.49

XBRK

1.59

4.50

5.87

2009

 

 

 

BAK

3.74

9.06

16.77

BRKM3

4.50

8.24

12.49

BRKM5

4.41

8.53

14.72

BRKM6

0.00

8.48

11.80

XBRK

1.49

3.16

5.94

 


 

 

ii. Minimum, medium and maximum quotation for each quarter, in the last two (2) years

 

Tickers Braskem

Minimum

Medium

Maximum

2008

 

 

 

3T08

 

 

 

BAK

9.69

14.61

17.76

BRKM3

10.99

12.68

13.98

BRKM5

9.21

12.00

13.92

BRKM6

12.00

12.00

12.00

XBRK

3.37

4.84

5.71

4T08

 

 

 

BAK

4.60

6.43

10.59

BRKM3

5.33

7.96

11.28

BRKM5

5.41

7.25

10.21

BRKM6

4.52

6.01

8.00

XBRK

1.59

2.50

3.72

2009

 

 

 

1T09

 

 

 

BAK

3.74

4.73

5.70

BRKM3

4.50

5.69

6.34

BRKM5

4.41

5.48

6.30

BRKM6

4.50

4.53

4.56

XBRK

1.49

1.83

2.06

2T09

 

 

 

BAK

4.35

6.61

8.11

BRKM3

4.80

6.48

7.23

BRKM5

4.93

6.81

8.30

BRKM6

4.80

5.47

5.81

XBRK

1.62

2.42

2.99

3T09

 

 

 

BAK

7.06

10.12

12.70

BRKM3

6.85

8.72

10.90

BRKM5

7.05

9.39

11.35

BRKM6

0.00

7.96

10.99

XBRK

2.50

3.49

4.33

4T09

 

 

 

BAK

12.20

14.54

16.77

BRKM3

10.40

11.52

12.49

BRKM5

10.91

12.46

14.72

BRKM6

8.20

9.86

11.80

XBRK

4.19

4.87

5.94

2010

 

 

 

1T10

 

 

 

BAK

13.87

15.02

17.73

BRKM3

11.70

12.56

14.20

BRKM5

12.65

13.41

15.25

BRKM6

10.60

10.89

12.79

XBRK

4.97

5.46

5.98

2T10

 

 

 

BAK

10.98

13.42

15.04

BRKM3

8.60

10.30

11.79

BRKM5

10.11

12.00

13.17

BRKM6

10.00

10.50

10.75

XBRK

4.20

5.28

5.92

 


 

 

iii.        Minimum, medium and maximum quotation for each month, in the last six (6) months

 

Tickers Braskem

Minimum

Medium

Maximum

feb/10

 

 

 

BAK

13.87

14.38

14.96

BRKM3

12.10

12.48

12.80

BRKM5

12.78

13610

13.48

BRKM6

10.70

10.74

10.77

XBRK

4.97

5.22

5.44

mar/10

 

 

 

BAK

14.33

14.73

15.34

BRKM3

11.70

12.13

12.40

BRKM5

12.65

13.04

13.40

BRKM6

10.75

10.75

10.75

XBRK

5.31

5.49

5.70

apr/10

 

 

 

BAK

13.71

14.43

15.04

BRKM3

10.95

11.38

11.79

BRKM5

12.31

12.74

13.17

BRKM6

10.75

10.75

10.75

XBRK

4.93

5.39

5.63

may/10

 

 

 

BAK

10.98

12.57

14.79

BRKM3

8.60

9.74

10.90

BRKM5

10.11

11.31

12.96

BRKM6

10.00

10.00

10.00

XBRK

4.20

5.00

5.57

jun/10

 

 

 

BAK

11.51

13.25

14.58

BRKM3

8.90

9.79

10.88

BRKM5

10.89

11.98

12.88

XBRK

4.95

5.45

5.92

jul/10

 

 

 

BAK

14.56

15.17

15.58

BRKM3

10.67

10.96

11.20

BRKM5

12.86

13.21

13.54

BRKM6

9.99

9.99

9.99

XBRK

5.67

5.84

6.01

 

 

 


 

 

iv.        Medium quotation for the last ninety (90) days

 

Tickers Braskem

Minimum

Medium

Maximum

last ninety days - 04/01/10 to 08/06/10

 

BAK

10.98

13.97

16.13

BRKM3

8.60

10.51

11.79

BRKM5

10.11

12.38

13.98

BRKM6

9.99

10.25

10.75

XBRK

4.20

5.45

6.05

 

Note: BAK (US$/share), XBRK (€/share), BRKM (R$/share)

 

m.        Inform the issue prices of the shares in capital increases carried out in the last three (3) years

 

Answer: Except for the capital increases resulting from merger transactions, the Company carried out a capital increase on July 31, 2007 as a result of the exercise of the option of converting debentures into shares, the issue price of which was fourteen Reais and thirty-seven centavos (R$ 14.37) and, on April 14, 2010, a capital increase upon the private subscription of new shares, the issue price of which was fourteen Reais and forty centavos (R$ 14.40).

 

n.         Present the potential dilution percentage resulting from the issuance

 

Answer:

 

 

Current Number of Shares

New Number of Shares

Dilution

Common Shares

451,669,063

451,669,063

0.00%

A Preferred Shares

346,569,671

349,004,561

0.70%

B Preferred Shares

593,818

593,818

0.00%

Total

798,832,552

801,267,442

 0.30%

 

 

o.         Inform the timeframes, conditions and form of subscription and paying up of issued shares

 

Answer: The shares issued within the scope of the Merger of Shares will be subscribed and paid up at the time of the meeting that resolves on the Merger of Shares and will be paid up with the common and preferred shares issued by Riopol.

 

 


 

p.         Inform if the shareholders will have preemptive rights to subscribe the new shares issued and detail the terms and conditions to which such right is subject

 

Answer: Braskem’s shareholders will not have preemptive rights to subscribe for the new shares issued within the scope of the Merger of Shares, under article 252, paragraph 1, of Law No. 6,404/76 (“Corporation Law”).

 

q.         Inform the management’s proposal for the treatment of possible unsubscribed shares

 

Answer: There will be no unsubscribed shares.

 

r.          Describe in detail the procedures that will be adopted, in case there is a possibility of the capital increase being partially ratified

 

Answer: Not applicable.

 

s.         If the issue price of the shares is, fully or partially, received in properties

 

i.          Present a full description of the properties

 

Answer: Braskem’s shares issued within the scope of the Merger of Shares will be paid up with 241,922,801 common shares and 70 preferred shares issued by Riopol.

 

ii.         Clarify what is the relation between the properties merged into the company’s equity and its corporate purpose

 

Answer: The merged properties consist of the ownership interest in a company that exercises activities related to those included in Braskem’s corporate purpose.

 

iii.        Provide a copy of the appraisal report on the properties, if available

 

Answer: The appraisal report on the equity value of the shares issued by Riopol that will be merged into Braskem’s equity within the scope of the Merger of Shares has been prepared by PricewaterhouseCoopers Auditores Independentes (“PwC”), under article 8 of Law No. 6.404/76, and is available for consultation by Braskem’s shareholders in the websites of CVM (www.cvm.gov.br), BM&FBOVESPA (www.bovespa.com.br) and Braskem (www.braskem.com.br/ri).

 

6.         In case of capital increase upon capitalization of profits or reserves

 

 


 

Answer: Not applicable.

 

a.         Inform if it will entail a change in the par value of the shares, if any, or a distribution of new shares among the shareholders

 

Answer: Not applicable.

 

b.         Inform if the capitalization of profits or reserves will be performed with or without a change in the number of shares, in companies with nonpar shares

 

Answer: Not applicable.

 

c.         In the event of distribution of new shares

 

i.          Inform the number of shares issued of each type and class

 

Answer: Not applicable.

 

ii.         Inform the percentage of shares that the shareholders will receive

 

Answer: Not applicable.

 

iii.        Describe the rights, advantages and restrictions attributed to the shares to be issued

 

Answer: Not applicable.

 

iv.        Inform the acquisition cost, in Reais per share, to be attributed so that the shareholders are capable of complying with article 10 of Law 9,249, of December 26, 1995

 

Answer: Not applicable.

 

v.         Inform the treatment of fractions, if applicable

 

Answer: Not applicable.

 

d.         Inform the timeframe set forth in paragraph 3 of article 169 of Law 6,404, of 1976

 

Answer: Not applicable.

 


 

 

e.         Inform and supply the information and documents set forth in item 5 above, when applicable

 

Answer: Not applicable.

 

7.         In case of capital increase due to a conversion of debentures into shares or the exercise of subscription warrants

 

a.         Inform the number of shares issued of each type and class

 

Answer: Not applicable.

 

b.         Describe the rights, advantages and restrictions attributed to the shares to be issued

 

Answer: Not applicable.

 

 

 

 

EXHIBIT 20

(CVM Ruling No. 481/09)

 

RIGHT TO WITHDRAW

 

1.         Describe the event that has given or will give rise to the withdrawal and its legal grounds

 

Answer: The merger into Braskem S.A. (“Braskem”) of shares held by its controlled company Rio Polímeros S.A. (“Riopol”) (“Merger of Shares”) will confer on Braskem shareholders the right to withdraw, under the terms of article 252 of Law No. 6,404/76 (“Corporation Law”).

 

2.         Inform the shares and classes to which the withdrawal applies

 

Answer: Only the common shares and class “B” preferred shares of Braskem will confer on their holders the right to withdraw. Class “A” preferred shares of Braskem will not grant their holders the right to withdraw, since such shares have liquidity and dilution, according to article 137, II of the Corporation Law.

 

3.         Inform the date of the first publication of the call notice of the meeting, as well as the date of communication of the material fact related to the resolution that has given or will give rise to the withdrawal

 

Answer: The Material Fact that announced the Merger of Shares – a transaction that will entail the right to withdraw – was disclosed on August 9, 2010 and will be published on August 10, 2010. The call notice for Braskem’s extraordinary general meeting that will resolve on the Merger of Shares will be first published on August 10, 2010.

 

4.         Inform the timeframe for exercise of the right to withdraw and the date that will be considered for purposes of determining the holders of the shares that will be allowed to exercise the right to withdraw

 

Answer: The right to withdraw will only be assured in connection with the shares provably held by the shareholders of common and class “B” preferred shares of Braskem on August 10, 2010, before market opening, which is the date of publication of the Material Fact that informed the market about the Merger of Shares. The timeframe for exercise of the right to withdraw will be 30 days as of the date of publication of the minutes of Braskem’s meeting that approves the Merger of Shares.

 

 


Other information about the exercise of the right to withdraw by the Braskem shareholders will be made available in the Shareholders’ Notice to be disclosed at a date subsequent to the approval of the Merger of Shares by the general meeting of Braskem.

5.         Inform the amount of reimbursement per share or, should it not be possible to determine it previously, the management’s estimate of such amount

 

Answer: The amount of reimbursement of the shares under the exercise of the right to withdraw will be nine Reais point fifteen centavos and a fraction (R$ 9.15237722) per share.

 

6.         Inform the form of calculation of the reimbursement amount

 

Answer: The reimbursement amount corresponds to the ratio of division of the net equity value of Braskem, except for the treasury shares, by the number of shares issued by the Company, as per the latest balance sheet approved by Braskem, drawn up on December 31, 2009.

 

7.         Inform whether the shareholders will be entitled to request an interim balance sheet

 

Answer: The shareholders will be entitled to request the preparation of an interim balance sheet, under the terms of article 45, paragraph 2 of the Corporation Law.

 

8.         If the reimbursement amount is determined by appraisal, list the experts or specialized companies recommended by the management

 

Answer: Not applicable.

 

9.         In the event of merger, merger of shares or consolidation involving controlling or controlled companies or company under common control

 

a.         Calculate the share replacement ratios based on the net equity value at market prices or according to another criterion accepted by CVM

 

Answer: Brazilian Securities Comission – CVM’s joint committe, at a meeting held on July 27, 2010, decided, answering the consultation made by BRASKEM and RIOPOL regarding the waiver of the elaboration of the report referred in article 264 of the Corporation Law, that it is not justifiable any action taken on the part of CVM in demanding the preparation of an appraisal report at market prices set forth in article 264 of the Corporation Law for the Merger of Shares, provided that Petrobras, the sole shareholder of Riopol, be in accordance with the Merger of Shares.

 


b.         Inform whether the share replacement ratios set out in the transaction protocol are less advantageous than those calculated according to item 9(a) above

 

Answer: Not applicable, as per item 9(a) above.

 

c.         Inform the reimbursement value calculated based on the net equity value at market prices or according to another criterion accepted by CVM

 

Answer: Not applicable, as per item 9(a) above.

 

10.       Inform the equity value of each share ascertained according to the latest balance sheet approved

 

Answer: Braskem’s share equity value ascertained according to the balance sheet drawn up on December 31, 2009 is nine Reais point fifteen centavos and a fraction (R$ 9.15237722).

 

11.       Inform the quotation of each class or type of shares to which the right to withdraw applies in the markets in which they will be traded, identifying:

 

i.          Minimum, medium and maximum quotation for each year, in the last three (3) years

 

Tickers Braskem

Minimum

Medium

Maximum

2007

 

 

 

BAK

11.56

16.02

19.27

BRKM3

11.67

14.56

16.14

BRKM5

12.34

15.49

18.19

BRKM6

7.49

11.13

13.37

XBRK

4.63

6.09

7.20

2008

 

 

 

BAK

4.60

13.25

18.03

BRKM3

5.33

12.03

14.95

BRKM5

5.41

11.58

15.19

BRKM6

4.52

9.88

12.49

XBRK

1.59

4.50

5.87

2009

 

 

 

BAK

3.74

9.06

16.77

BRKM3

4.50

8.24

12.49

BRKM5

4.41

8.53

14.72

BRKM6

0.00

8.48

11.80

XBRK

1.49

3.16

5.94

 


 

 

 

ii          Minimum, medium and maximum quotation for each quarter, in the last two (2) years

 

Tickers Braskem

Minimum

Medium

Maximum

2008

 

 

 

3T08

 

 

 

BAK

9.69

14.61

17.76

BRKM3

10.99

12.68

13.98

BRKM5

9.21

12.00

13.92

BRKM6

12.00

12.00

12.00

XBRK

3.37

4.84

5.71

4T08

 

 

 

BAK

4.60

6.43

10.59

BRKM3

5.33

7.96

11.28

BRKM5

5.41

7.25

10.21

BRKM6

4.52

6.01

8.00

XBRK

1.59

2.50

3.72

2009

 

 

 

1T09

 

 

 

BAK

3.74

4.73

5.70

BRKM3

4.50

5.69

6.34

BRKM5

4.41

5.48

6.30

BRKM6

4.50

4.53

4.56

XBRK

1.49

1.83

2.06

2T09

 

 

 

BAK

4.35

6.61

8.11

BRKM3

4.80

6.48

7.23

BRKM5

4.93

6.81

8.30

BRKM6

4.80

5.47

5.81

XBRK

1.62

2.42

2.99

3T09

 

 

 

BAK

7.06

10.12

12.70

BRKM3

6.85

8.72

10.90

BRKM5

7.05

9.39

11.35

BRKM6

0.00

7.96

10.99

XBRK

2.50

3.49

4.33

4T09

 

 

 

BAK

12.20

14.54

16.77

BRKM3

10.40

11.52

12.49

BRKM5

10.91

12.46

14.72

BRKM6

8.20

9.86

11.80

XBRK

4.19

4.87

5.94

2010

 

 

 

1T10

 

 

 

BAK

13.87

15.02

17.73

BRKM3

11.70

12.56

14.20

BRKM5

12.65

13.41

15.25

BRKM6

10.60

10.89

12.79

XBRK

4.97

5.46

5.98

2T10

 

 

 

BAK

10.98

13.42

15.04

BRKM3

8.60

10.30

11.79

BRKM5

10.11

12.00

13.17

BRKM6

10.00

10.50

10.75

XBRK

4.20

5.28

5.92

 


 

 

 

iii.        Minimum, medium and maximum quotation for each month, in the last six (6) months

 

Tickers Braskem

Minimum

Medium

Maximum

feb/10

 

 

 

BAK

13.87

14.38

14.96

BRKM3

12.10

12.48

12.80

BRKM5

12.78

13.10

13.48

BRKM6

10.70

10.74

10.77

XBRK

4.97

5.22

5.44

mar/10

 

 

 

BAK

14.33

14.73

15.34

BRKM3

11.70

12.13

12.40

BRKM5

12.65

13.04

13.40

BRKM6

10.75

10.75

10.75

XBRK

5.31

5.49

5.70

apr/10

 

 

 

BAK

13.71

14.43

15.04

BRKM3

10.95

11.38

11.79

BRKM5

12.31

12.74

13.17

BRKM6

10.75

10.75

10.75

XBRK

4.93

5.39

5.63

may/10

 

 

 

BAK

10.98

12.57

14.79

BRKM3

8.60

9.74

10.90

BRKM5

10.11

11.31

12.96

BRKM6

10.00

10.00

10.00

XBRK

4.20

5.00

5.57

jun/10

 

 

 

BAK

11.51

13.25

14.58

BRKM3

8.90

9.79

10.88

BRKM5

10.89

11.98

12.88

XBRK

4.95

5.45

5.92

jul/10

 

 

 

BAK

14.56

15.17

15.58

BRKM3

10.67

10.96

11.20

BRKM5

12.86

13.21

13.54

BRKM6

9.99

9.99

9.99

XBRK

5.67

5.84

6.01

 


 

 

iv.        Medium quotation for the last ninety (90) days

 

Tickers Braskem

Minimum

Medium

Maximum

last ninety days - 04/01/10 a 08/06/10

 

BAK

10.98

13.97

16.13

BRKM3

8.60

10.51

11.79

BRKM5

10.11

12.38

13.98

BRKM6

9.99

10.25

10.75

XBRK

4.20

5.45

6.05

 

Note: BAK (US$/share), XBRK (€/share), BRKM (R$/share)

 


 

 

EXHIBIT 21

(CVM Ruling No. 481/09)

 

INFORMATION ON APPRAISERS

 

1.         List the appraisers recommended by the management

 

Answer: PricewaterhouseCoopers Auditores Independentes (PwC), established in the City of São Paulo, State of São Paulo, at Av. Francisco Matarazzo, 1400, enrolled in the National Register of Legal Entities of the Ministry of Finance (CNPJ/MF) under No. 61.562.112/0002-01, originally registered with the Regional Accounting Council of the State of São Paulo under No. 2SP000160/O-5, and secondarily registered with the Regional Accounting Council of the State of Rio de Janeiro under No. 2SP000160/O-5 "F" RJ, was retained to carry out an appraisal on the shares issued by Rio Polímeros S.A. (“Riopol”), by its book equity value, with the purpose of determining the amount of the capital increase of the Company resulting from the merger of shares of Riopol into the Company (“Merger of Shares”).

 

Additionally, Banco Bradesco BBI S.A., a financial institution enrolled in the CNPJ/MF under No. 06.271.464/0073-93, with offices at Av. Paulista 1.450, 8º andar, in the City and State of São Paulo (“Bradesco BBI”) was retained to prepare an independent appraisal of the economic value of the Company’s shares and of Quattor Participações S.A. (“Quattor”), the direct controlling company of Riopol at that time, the result of which was the basis for determination of the replacement ratio applicable to the Merger of Shares.

 

2.         Describe the qualification of the recommended appraisers

 

Answer: PwC was designated by the managements of the Company and Riopol to issue an appraisal report on the shares issued by Riopol for its book equity value, first because PwC is the company responsible for auditing Riopol, which makes the company more qualified to confirm the net equity value of such company, as well as guarantee synergy between the review recently carried out and such equity appraisal. In addition, PwC has full expertise on works of such nature, with several similar reports filed with the Securities Commission.

 

Bradesco BBI was chosen by the Company’s management to issue an economic and financial appraisal report on the shares issued by Quattor and the Company, in view of the broad experience of Bradesco BBI in the development of Mergers and Acquisitions (“M&A”), Variable Income, Fixed Income, Structured Transactions and Funding of Projects. With regard to M&A, Bradesco BBI assists important customers in transactions of mergers, acquisitions, sale of assets, formation of joint ventures, corporate restructuring and privatization. It is the sector’s leader, and the first company in the ranking of value of M&A announced transactions and number of M&A closed transactions, in Brazil, over the last twelve months, based on a classification disclosed by the Brazilian Association of Financial and Capital Markets Entities (“ANBIMA”) on March 31, 2010.

 


 

 

Bradesco BBI has acted as financial assistant in important Merger and Acquisition transactions, having prepared appraisal reports and/or fairness opinions for several companies. Among them, we highlight the following:

 

Ano  Cliente  Objetoda Avaliação  Transação  Indústria 
2010      Incorporação da Quattor e RioPol pela Braskem  Petroquímica 
2009      Aquisição de Participação  Distribuição de Energia 
2009      OPA (fechamento de capital)  Papel e Celulose 
2009      Incorporação da Triunfo pela Brasken  Petroquímica 
2009      Incorporação da Telemig pela VIVO  Telecomunicações 
2008       Incorporação para aquisição da totalidade do capital  Papel e Celulose 
2008   IPU Participações  S.A.    OPA (aquisição de controle acionário)  Imobiliário 
2008      OPA (fechamento de capital)  Alimentos 
2008      OPA (fechamento de capital)  Alimentos 
2008      Fusão  Serviços financeiros 

 

Year

Client

Subject of the Appraisal

Transaction

Industry

2010

Braskem

Quattor/Riopol

Merger of Quattor and Riopol into Braskem

Petrochemical

2009

Cemig

Light

Acquisition of Interest

Energy Distribution

2009

CMPC

Melhoramentos

OPA (buyout)

Paper and cellulose

2009

Braskem

Triunfo

Merger of Triunfo into Braskem

Petrochemical

2009

Telemig

Vivo

Merger of Telemig into Vivo

Telecommunications

2008

VCP

Aracruz

Merger to acquire the entirety of the capital

Paper and cellulose

2008

IPU

Abyara

OPA (acquisition of share control)

Real estate

2008

Bertin

Leco

OPA (buyout)

Food

2008

Bertin

Vigor

OPA (buyout)

Food

2008

Bovespa

BM&FBovespa

Merger

Financial services

 


 

 

3.         Provide a copy of the work proposals and compensation of the recommended appraisers

 

Answer: A copy of the work proposal and compensation of the appraisers for the preparation of the appraisal report on the shares issued by Riopol has been made available to the shareholders of the Company through the IPE system, and it may be consulted through the websites of CVM (www.cvm.gov.br) and BM&FBOVESPA (www.bovespa.com.br).

 

4.         Describe any relevant relationship existing in the last three (3) years between the recommended appraisers and the parties related to the company, as defined by the accounting rules on the matter.

 

Answer: As regards PwC, we inform that such independent audit company renders audit services to the company that holds the share control of the Company, to its controlled companies and the controlled companies of the Company itself.

The relationship existing between Bradesco BBI and the Company (and its controlled companies, as the case may be), over the last three years, refers to commercial transactions of provision of services related to financial assistance, FIDC transactions and preparation of economic and financial appraisal reports.

 

 


 

 

              

Braskem S.A.

and Subsidiaries

Quarterly Information (ITR) at

March 31, 2010

and Review Report of

Independent Accountants

 

 

 

 

 

 

 


 

Braskem S.A. and Subsidiaries

 

 

 

Review Report of Independent Accountants

 

 

To the Management and Stockholders

Braskem S.A.

 

 

 

1        We have reviewed the accounting information included in the Quarterly Information (ITR) of Braskem S.A. and subsidiaries (parent company and consolidated), for the quarter ended March 31, 2010, comprising the balance sheets and the statements of operations, of changes in stockholders' equity and of cash flows, explanatory notes and the performance report. This Quarterly Information is the responsibility of the Company's management.

 

2        Our review was carried out in accordance with specific standards established by the IBRACON - Institute of Independent Auditors of Brazil, in conjunction with the Federal Accounting Council (CFC), and mainly comprised: (a) inquiries of and discussions with management responsible for the accounting, financial and operating areas of the Company with regard to the main criteria adopted for the preparation of the Quarterly Information; and (b) a review of information and of subsequent events which have, or could have, significant effects on the financial position and operations of the Company and its subsidiaries.

 

3        Based on our limited review, we are not aware of any material modifications that should be made to the accounting information included in the Quarterly Information referred to above in order that it be stated in accordance with the accounting practices adopted in Brazil applicable to the preparation of Quarterly Information, in accordance with the standards issued by the Brazilian Securities Commission (CVM).

 

4        As mentioned in Note 2, the Brazilian Securities Commission (CVM) approved several Pronouncements, Interpretations and Technical Guidance issued by the Brazilian Accounting Pronouncements Committee (CPC), effective as from 2010, which changed the accounting practices adopted in Brazil. As permitted by CVM Resolution 603/09, management elected to present its Quarterly Information using the same accounting standards adopted in Brazil until December 31, 2009. As required by that Resolution, the Company disclosed this fact in Note 2 to the ITR, together with a description of the main changes that may impact its year-end financial statements, and an explanation of the reasons that prevent it from estimating their possible effects on stockholders' equity and the statement of operations.

 

5        At March 31, 2010, Braskem S.A. and subsidiaries have an accumulated Value-added Tax on Sales and Services (ICMS) balance recoverable essentially arising from the difference between the rates applicable to incoming and outgoing inputs and products, domestic sales with tax deferral incentive, and export sales. The realization of such credits, which amount to R$ 1,001,132 thousand at March 31, 2010 (consolidated - R$ 1,012,205 thousand), depends on the successful implementation by Braskem S.A. management of the actions described in Note 9. The Quarterly Information (ITR) of Braskem S.A. and subsidiaries at March 31, 2010 does not include any adjustments relating to the recovery of these credits as a result of their future realization.

 

6        As described in Notes 1(b) and 27 to the Quarterly Information (ITR), the Company and its subsidiaries are currently undergoing a business and corporate restructuring process that includes (i) capital increase of R$ 2,378,742 thousand, which was concluded on April 14, 2010; (ii) acquisition of assets of the polypropylene division of Sunoco Inc. in the United States, concluded on April 1, 2010; and (iii) acquisition of 60% of the shares of Quattor Participações S.A., concluded on April 27, 2010. This process may entail economic and/or corporate impacts on Braskem S.A. and its subsidiaries, and will determine the direction of the development both of their operations and those of the acquired companies.

2


 

Braskem S.A. and Subsidiaries

 

 

7        The Quarterly Information (ITR) mentioned in paragraph 1 above also includes comparative accounting information relating to the results of operations for the quarter ended March 31, 2009, obtained from the corresponding ITR for that quarter, and to the balance sheet at December 31, 2009, obtained from the financial statements for the year then ended. The limited review of the Quarterly Information for the quarter ended March 31, 2009 and the audit of the financial statements for the year ended December 31, 2009 were conducted by other independent auditors, who issued, respectively: (a) an unqualified limited review report dated May 4, 2009, including emphasis of matter paragraphs on: (i) realization of the ICMS balance recoverable; (ii) involvement of Braskem S.A. and merged entities in significant lawsuits that include those related to exemption of payment of social contribution on net income; (iii) recognition of Excise Tax (IPI) credits that were offset against IPI itself and other federal taxes; (iv) restatement of comparative figures relating to the statements of operations and cash flows as a result of changes in accounting practices; and (b) unqualified opinion dated February 12, 2010, except for the matters mentioned in Notes 34(c), (d) and (e) to the financial statements which were dated March 2, 2010, with emphasis of matter paragraphs on: (i) restatement of prior-year figures presented for comparison purposes; and (ii) announcement of the completion of the negotiations to acquire Quattor Participações S.A. ("Quattor") and assets of the polypropylene division of Sunoco, Inc. ("Sunoco").

 

Salvador, May 13, 2010

 

 

 

PricewaterhouseCoopers

Auditores Independentes

CRC 2SP000160/O-5 "F" BA

 

 

 

Felipe Edmond Ayoub

Contador CRC 1SP187402/O-4 "S" BA

 

 

 

3


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

 

 

Balance Sheet

 

 

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

Assets

Note

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Cash and cash equivalents

4

 

1,891,832

 

2,262,804

 

2,692,282

 

2,663,642

   Marketable securities

5

 

599,480

 

466,389

 

599,774

 

466,820

   Trade accounts receivable

6

 

1,649,068

 

1,040,212

 

1,721,702

 

1,297,090

   Inventories

7

 

1,750,814

 

1,769,798

 

1,907,836

 

1,919,124

   Taxes recoverable

9

 

409,900

 

482,494

 

431,199

 

505,854

   Deferred income tax and social contribution

18 (b)

 

54,546

 

55,972

 

57,285

 

59,164

   Dividends and interest on capital receivable

 

 

6,920

 

3,736

 

 

 

 

   Prepaid expenses

 

 

8,756

 

22,085

 

8,920

 

22,295

   Other accounts receivable

 

 

123,376

 

120,518

 

130,606

 

113,336

 

 

 

 

 

 

 

 

 

 

 

 

 

6,494,692

 

6,224,008

 

7,549,604

 

7,047,325

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Long-term receivables

 

 

 

 

 

 

 

 

 

   Marketable securities

5

 

16,499

 

15,811

 

18,520

 

17,786

   Hedge accounting transactions

22 (f.3, i, i.b)

 

 

 

5,334

 

 

 

5,334

   Trade accounts receivable

6

 

61,487

 

58,343

 

61,927

 

58,783

   Inventories

7

 

28,997

 

29,273

 

28,997

 

29,273

   Taxes recoverable

9

 

1,335,613

 

1,253,889

 

1,343,342

 

1,259,801

   Deferred income tax and social contribution

18 (b)

 

846,649

 

871,269

 

856,010

 

881,173

   Judicial deposits and compulsory loan

10

 

137,495

 

147,327

 

144,862

 

154,592

   Related parties

8 (a)

 

89,568

 

70,054

 

109,332

 

100,725

   Other accounts receivable

 

 

170,748

 

67,770

 

172,190

 

69,229

 

 

 

 

 

 

 

 

 

 

 

 

 

2,687,056

 

2,519,070

 

2,735,180

 

2,576,696

 

 

 

 

 

 

 

 

 

 

 Investments in subsidiaries

11

 

843,058

 

518,909

 

3,860

 

 

 Investments in associated companies

11

 

24,150

 

20,684

 

24,150

 

20,684

 Other investments

 

 

6,575

 

6,575

 

7,232

 

8,622

 Property, plant and equipment

12

 

9,841,875

 

9,850,672

 

10,028,222

 

10,044,161

 Intangible assets

13

 

2,338,875

 

2,341,035

 

2,333,681

 

2,335,955

 Deferred charges

14

 

65,969

 

70,980

 

66,581

 

71,618

 

 

 

 

 

 

 

 

 

 

 

 

 

15,807,558

 

15,327,925

 

15,198,906

 

15,057,736

 

 

 

 

 

 

 

 

 

 

Total assets

 

 

22,302,250

 

21,551,933

 

22,748,510

 

22,105,061

4


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

(continued)

 

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

Liabilities and stockholders’ equity

Note

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

   Suppliers

 

 

4,174,908

 

3,311,103

 

4,575,723

 

3,823,451

   Loans and financing

15

 

1,086,718

 

1,518,159

 

1,049,001

 

1,504,063

   Debentures

16

 

312,370

 

316,729

 

312,370

 

316,729

   Hedge accounting transactions

22 (f.3, i, i.b)

 

12,745

 

10,805

 

57,238

 

52,559

   Salaries and social charges

 

 

288,337

 

258,419

 

298,211

 

270,029

   Taxes payable

17

 

889,496

 

1,144,878

 

899,727

 

1,155,396

   Dividends and interest on capital 

 

 

1,829

 

2,863

 

1,908

 

2,863

   Advances from customers

 

 

54,086

 

28,442

 

55,216

 

29,829

   Related parties

8 (a)

 

68,324

 

66,798

 

 

 

 

   Other accounts payable

19

 

143,757

 

116,815

 

171,602

 

135,450

 

 

 

 

 

 

 

 

 

 

 

 

 

7,032,570

 

6,775,011

 

7,420,996

 

7,290,369

Non-current liabilities

 

 

 

 

 

 

 

 

 

 Long-term liabilities

 

 

 

 

 

 

 

 

 

   Suppliers

 

 

23,140

 

23,140

 

23,168

 

23,229

   Loans and financing

15

 

7935,295

 

7,427,865

 

7,949,120

 

7,439,293

   Debentures

16

 

500,000

 

500,000

 

500,000

 

500,000

Hedge accounting transactions

22 (f.3, i, i.b)

 

2,773

 

 

 

52,330

 

31,579

   Taxes payable

17

 

1,228166

 

986,384

 

1,234,430

 

992,915

   Related parties

8 (a)

 

8,568

 

11,397

 

 

 

 

   Long-term incentives

 

 

12,166

 

7,709

 

12,166

 

7,709

   Deferred income tax and social contribution

18 (b)

 

742,512

 

848,824

 

742,527

 

848,839

   Private pension plans

26

 

23,208

 

23,208

 

23,208

 

23,208

   Other accounts payable

19

 

168,310

 

194,447

 

177,047

 

205,996

 

 

 

 

 

 

 

 

 

 

 

 

 

10,644,138

 

10,022,974

 

10,713,996

 

10,072,768

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

20

 

 

 

 

 

 

 

 

   Capital 

 

 

5,473,181

 

5,473,181

 

5,473,181

 

5,473,181

   Capital reserves

 

 

428,575

 

428,575

 

428,575

 

428,575

   Carrying value adjustments

 

 

(79,012)

 

(66,177)

 

(79,012)

 

(66,177)

   Treasury stock

 

 

(11,932)

 

(11,932)

 

(11,932)

 

(11,932)

   Accumulated deficit

 

 

(1,061,871)

 

(1,069,699)

 

(1,073,895)

 

(1,081,723)

   Loss for the period

 

 

(123,399)

 

 

 

(123,399)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,625,542

 

4,753,948

 

4,613,518

 

4,741,924

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

 

22,302,250

 

21,551,933

 

22,748,510

 

22,105,061

 

 

5


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

Statement of operations

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Note

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Mar/2009

 

 

 

 

 

 

 

 

 

 

Gross sales

 

 

 

 

 

 

 

 

 

Domestic market

 

 

3,963,402

 

2,834,072

 

4,116,670

 

3,197,914

Foreign market

 

 

1,111,757

 

780,869

 

1,513,386

 

829,069

Taxes, freights and returns

 

 

(1,121,243)

 

(821,009)

 

(1,164,270)

 

(872,228)

 

 

 

 

 

 

 

 

 

 

Net sales

 

 

3,953,916

 

2,793,932

 

4,465,786

 

3,154,755

Cost of sales

 

 

(3,220,433)

 

(2,425,113)

 

(3,672,866)

 

(2,769,403)

 

 

 

 

 

 

 

 

 

 

Gross profit

 

 

733,483

 

368,819

 

792,920

 

385,352

 

 

 

 

 

 

 

 

 

 

Income (expenses)

 

 

 

 

 

 

 

 

 

Selling

 

 

(37,432)

 

(42,517)

 

(49,691)

 

(55,860)

Distribution

 

 

(65,981)

 

(64,676)

 

(65,981)

 

(64,676)

General and administrative

 

 

(135,401)

 

(85,493)

 

(147,255)

 

(96,894)

Research and development

 

 

(9,832)

 

(13,203)

 

(11,261)

 

(13,203)

Equity in the results of investees

11 (c)

 

23,682

 

(37,758)

 

6,612

 

(7,818)

Depreciation and amortization

 

 

(26,758)

 

(20,464)

 

(28,357)

 

(22,099)

Proceeds from fixed assets and other disposals

 

 

(4,316)

 

(754)

 

(4,341)

 

(835)

Other operating income (expenses), net

24

 

(7,927)

 

115,761

 

(8,229)

 

117,166

 

 

 

 

 

 

 

 

 

 

 

 

 

(263,965)

 

(149,104)

 

(308,503)

 

(144,219)

 

 

 

 

 

 

 

 

 

 

Operating profit before financial result

 

 

469,518

 

219,715

 

484,417

 

241,133

 

 

 

 

 

 

 

 

 

 

Financial result

23

 

 

 

 

 

 

 

 

Financial expenses

 

 

(735,694)

 

(222,560)

 

(762,588)

 

(243,206)

Financial income

 

 

101,141

 

34,982

 

117,426

 

34,664

 

 

 

(634,553)

 

(187,578)

 

(645,162)

 

(208,542)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit (loss) before taxation

 

 

(165,035)

 

32,137

 

(160,745)

 

32,591

 

 

 

 

 

 

 

 

 

 

Income tax and social contribution – current

18 (a)

 

(36,293)

 

(1,255)

 

(39,692)

 

(3,393)

Income tax and social contribution – deferred

18 (b)

 

77,929

 

(21,147)

 

77,038

 

(19,463)

 

 

 

41,636

 

(22,402)

 

37,346

 

(22,856)

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

 

(123,399)

 

9,735

 

(123,399)

 

9,735

 

 

 

 

 

 

 

 

 

 

Outstanding shares at the end of the period (in thousands)

 

 

520,928

 

507,541

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share at the end of the period - R$

 

 


(0.2369)

 

0.01918

 

 

 

 

 

 

6


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

Statement of cash flows

 

 

Parent company

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Mar/2009

 

 

 

Restated

 

 

 

Restated

 

 

 

 

 

 

 

 

Net income (loss) before taxation

(165,035)

 

32,137

 

(160,745)

 

32,591

Adjustments to reconcile net income (loss)

 

 

 

 

 

 

 

Depreciation, amortization and depletion

243,627

 

204,035

 

246,685

 

208,236

Equity in the results of investees

(23,682)

 

37,758

 

(6,612)

 

7,818

Loss (gain) on change in interest in investments and other

(1,452)

 

(873)

 

 

 

 

Provision for loss and write-offs (investments, property, plant and equipment, intangible assets, deferred charges)

9,378

 

2,338

 

9,691

 

885

Interest, monetary and exchange variations, net

519,045

 

157,797

 

513,103

 

156,416

 

 

 

 

 

 

 

 

Cash generation before changes in operating working capital

581,881

 

433,192

 

602,122

 

405,946

 

 

 

 

 

 

 

 

Changes in operating working capital

 

 

 

 

 

 

 

Marketable securities

(124,620)

 

(50,675)

 

(124,666)

 

(296)

Trade accounts receivable

(250,767)

 

(263,761)

 

(66,534)

 

(372,190)

Inventories

27,896

 

670,530

 

20,607

 

687,079

Taxes recoverable

(4,225)

 

(67,008)

 

(3,928)

 

(72,687)

Prepaid expenses

13,329

 

(12,550)

 

13,390

 

(11,812)

Other accounts receivable

(113,850)

 

(42,953)

 

(101,806)

 

(51,843)

Suppliers

863,805

 

(891,751)

 

754,457

 

(501,716)

Taxes payable

(211,990)

 

5,129

 

(215,885)

 

11,739

Long-term incentives

4,457

 

(5,184)

 

4,457

 

(5,184)

Advances from customers

25,642

 

37,600

 

25,387

 

40,685

Interest paid

(101,960)

 

(179,360)

 

(147,949)

 

(187,655)

Income tax and social contribution paid

(4,905)

 

(3,046)

 

(4,905)

 

(3,116)

Other accounts payable

36,492

 

(6,061)

 

42,929

 

(6,024)

 

 

 

 

 

 

 

 

Net cash provided by (used in) operating activities

741,185

 

(375,898)

 

797,676

 

(67,074)

 

 

 

 

 

 

 

 

Proceeds from the sale of permanent assets

706

 

1,533

 

717

 

1,533

Additions to investments

(312,457)

 

(8,325)

 

 

 

(4,980)

Additions to property, plant and equipment

(246,056)

 

(114,434)

 

(259,940)

 

(117,286)

Additions to intangible assets

 

 

 

 

(58)

 

(2,132)

 

 

 

 

 

 

 

 

Cash used in investing activities

(557,807)

 

(121,226)

 

(259,281)

 

(122,865)

 

 

 

 

 

 

 

 

Short-term debt

 

 

 

 

 

 

 

New loans

29,650

 

420,872

 

29,964

 

421,025

Repayment of loans

(1,199,853)

 

(772,497)

 

(1,160,239)

 

(823,139)

Long-term debt

 

 

 

 

 

 

 

New loans

619,018

 

606,891

 

620,539

 

607,694

Related parties

 

 

 

 

 

 

 

New loans

22,356

 

 

 

 

 

 

Repayment of loans

(25,425)

 

(504)

 

 

 

 

Dividends paid and prescribed

(96)

 

25

 

(19)

 

152

Other

 

 

 

 

 

 

5,455

 

 

 

 

 

 

 

 

Cash provided by (used in) financing activities

(554,350)

 

254,787

 

(509,755)

 

211,187

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

(370,972)

 

(242,337)

 

28,640

 

21,248

 

 

 

 

 

 

 

 

Represented by

 

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

2,262,804

 

2,199,862

 

2,663,642

 

2,611,600

Cash and cash equivalents at the end of the period

1,891,832

 

1,957,525

 

2,692,282

 

2,632,848

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

(370,972)

 

(242,337)

 

28,640

 

21,248

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                                                       Unaudited

 

 

 

Statement of changes in stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retained

 

 

 

 

 

 

 

 

 

Capital reserves

 

 

 

earnings

 

Carrying

 

 

 

 

 

 

 

Tax

 

 

 

Treasury

 

(accumulated

 

value

 

 

 

Note

 

Capital

 

incentives

 

Other

 

Stock

 

deficit)

 

adjustments

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2008

 

 

5,375,802

 

407,410

 

554

 

 

 

(1,989,785)

 

(102,100)

 

3,691,881

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase

20 (a)

 

97,379

 

 

 

 

 

 

 

 

 

 

 

97,379

Prescribed dividends

 

 

 

 

 

 

 

 

 

 

2,858

 

 

 

2,858

Treasury stock

20 (c)

 

 

 

 

 

 

 

(11,932)

 

 

 

 

 

(11,932)

Transfer to reserve

 

 

 

 

 

 

20,611

 

 

 

 

 

 

 

20,611

Carrying value adjustments

20 (e)

 

 

 

 

 

 

 

 

 

 

 

35,923

 

35,923

Net income for the year

 

 

 

 

 

 

 

 

 

 

917,228

 

 

 

917,228

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2009

 

 

5,473,181

 

407,410

 

21,165

 

(11,932)

 

(1,069,699)

 

(66,177)

 

4,753,948

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prescribed dividends

 

 

 

 

 

 

 

 

 

 

936

 

 

 

936

Write-off of negative goodwill

 

 

 

 

 

 

 

 

 

 

6,892

 

 

 

6,892

Carrying value adjustments

20 (e)

 

 

 

 

 

 

 

 

 

 

 

(12,835)

 

(12,835)

Loss for the period

 

 

 

 

 

 

 

 

 

 

(123,399)

 

 

 

(123,399)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2010

 

 

5,473,181

 

407,410

 

21,165

 

(11,932)

 

(1,185,270)

 

(79,012)

 

4,625,542

 

8


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

 

ALL AMOUNTS STATED IN THOUSANDS OF REAIS, UNLESS OTHERWISE INDICATED

 

1                    Operations

       

(a)        Braskem S.A. (“Braskem” or the “Company”) is a publicly-held corporation headquartered in Camaçari, State of Bahia, with 17 production units located in the States of Alagoas, Bahia, São Paulo and Rio Grande do Sul, that manufacture basic petrochemicals such as ethane, propane and benzene, in addition to gasoline and GLP (cooking gás). In the thermoplastic resin segment, the units produce polyethylene, polypropylene and PVC. Additionally, Braskem imports and exports chemicals, petrochemicals and fuels and produces and supplies inputs used by companies located at the Northeast and Southern Petrochemical Complexes, such as steam, water, compressed air and, electric energy. The Company also provides a number of services to and holds interests in other companies, as partner or stockholder. Braskem’s parent company is Odebrecht S.A. which at March 31, 2010 holds 66.8% of the voting capital, through its subsidiary BRK Investimentos Petroquímicos S.A. (“BRK”).

 

In January 2010, the Company ceased the activities of its plant located in São Paulo, where PVC specialty resins were manufactured. The main raw material of this unit was MVC (vynyl monochloride) that was transferred from the Braskem plant located in Camaçari, State of Bahia. The logistics required to make this basic input available in São Paulo was considered as unfeasible. To carry on the sales of this PVC resin, the Company made an agreement with Mexichem Colombia S.A. to import the product. The São Paulo unit is being maintained as a product distribution center with capacity to store and dispatch other Braskem resins in addition to PVC specialties. On December 31, 2009, management decided to fully provide the net book value of machinery and equipment in the amount of R$ 25,000, as it is not possible to forecast the cash flows from a potential resumption of the production or sale of the assets.

 

(b)       Corporate restructuring

 

Since its formation on August 16, 2002, the Company and its subsidiaries have undergone a major corporate restructuring process, disclosed to the market through material event notices. The main developments in 2009 and 2010 can be summarized as follows:

 

b.1 – The Extraordinary Stockholders’ Meetings of Braskem and Petroquímica Triunfo S.A (“Triunfo”) held on April 30 and May 5, 2009, respectively, approved the merger of Triunfo into the Company. This represented the last stage of the agreement entered into on November 30, 2007 among Petrobras - Petróleo Brasileiro S.A. (“Petrobras”), Petrobras Química S.A. (“Petroquisa”), Odebrecht S.A. (“Odebrecht”) and Nordeste Química S.A. (“Norquisa”). The merged net assets of Triunfo at book value amounted to R$117,990. Of this total,        R$ 97,379 was appropriated to a capital increase of the Company (Note 20(a)), and R$ 20,611 was allocated to the capital reserve account. A total of 13,387,157 Braskem class “A” preferred shares was issued and delivered to Triunfo stockholders, at the ratio of 0.210428051882238 Braskem class “A” preferred share to one (1) Triunfo common or class “A” preferred share.

 

Upon completion of this transaction, Petrobras, through its subsidiary Petroquisa, holds 59,014,254 common and 72,966,174 class “A” preferred shares of Braskem, corresponding to 25.3% and 31.0% of the Company’s total and voting capital, respectively.

 

b.2 – On January 22, 2010, the Company announced the completion of the negotiations that will result in the acquisition of Quattor Participações S.A. (“Quattor”), under an Investment Agreement entered into on that date among Odebrecht, Petrobras, Braskem and Unipar – União de Indústrias Petroquímicas S.A. (“Unipar”). The Agreement will enable Petrobras to consolidate its main petrochemical assets in Braskem, which will continue to be a publicly-held company with enhanced ability to compete globally. The Investment Agreement implementation schedule is as follows:

9


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

 

(i)                 In December 2009, the holding company BRK was organized, in order to subsequently hold 100% of Braskem common shares owned by Odebrecht and Petrobras.

(ii)               In March and April 2010, Odebrecht and Petrobras increased BRK’s capital by R$ 3,500,000, through the payment in cash of new shares.

(iii)             Braskem capital increase in April 2010, as a private subscription of common and class “A” preferred shares, at an issue price of  R$ 14.40 per share. Such price was determined based on the average closing quotations of class “A” preferred shares at BOVESPA sessions between December 30, 2009 and January 21, 2010.

(iv)             Acquisition by Braskem, in April 2010, of 100% of Quattor shares held by Unipar, corresponding to 60% of Quattor’s total and voting capital. From then on, Braskem holds the share control of Quattor and its subsidiaries and will consolidate the results of these new subsidiaries as from April 2010.

(v)               Acquisition by Braskem, in May 2010, of 100% of shares in Unipar Comercial e Distribuidora S.A. (“Unipar Comercial”) held by Unipar - União de Indústrias Petroquímicas S.A. (“Unipar”)

(vi)             Acquisition by Braskem, in May 2010, of 66% of the total and voting shares of Polibutenos S.A. Indústrias Químicas (“Polibutenos”) held by Unipar and Chevron Oronite do Brasil Ltda. The remaining total and voting shares (33%) of Polibutenos are held by Quattor.

(vii)           Merger into Braskem, during the second quarter of 2010, of the remaining shares issued by Quattor.

(viii)         Public offer scheduled for the second quarter of 2010 for the acquisition of the outstanding shares of  Quattor Petroquímica.

 

Additionally, an Association Agreement entered into among Petrobras, Odebrecht and Braskem grants Braskem the right of first refusal to participate as partner in projects at the Petrochemical Complex of the State of Rio de Janeiro (Comperj) and the Petrochemical Complex of Suape, in Pernambuco. These projects are already underway and are expected to increase the offer of basic petrochemicals and resins in Brazil.

  
The Investment Agreement has been submitted to the Administrative Council for Economic Defense – CADE, accompanied by a voluntary offer of an Agreement for Deal Reversal - APRO.

 

2                    Presentation of the Quarterly Information

 

The individual and consolidated Quarterly Information was prepared in accordance with accounting practices adopted in Brazil, which comprise the Brazilian Corporation Law, pronouncements, guidelines and interpretations of the Accounting Pronouncements Committee (“CPC”), and the rules of the Brazilian Securities Commission (“CVM”). As permitted by CVM Deliberation 603 of November 10, 2009, the Company elected to present the Quarterly Information for the period ended March 31, 2010 in accordance with the accounting rules in effect on December 31, 2009.

 

In the preparation of the Quarterly Information for 2010 and 2009, the Company adopted the amendments to the corporate legislation introduced by Law 11638 of December 28, 2007 (“Law 11638/07”), with the respective amendments introduced by Provisional Measure 449/08, converted into Law 11941 of May 27, 2009 (“Law 11941/09”). Laws 11638/07 and 11941/09 amend Law 6404/76 (Brazilian Corporation Law) as regards aspects related to the preparation and disclosure of the financial statements and their main purpose was to amend the Brazilian Corporation Law in order to harmonize the accounting practices adopted in Brazil with the International Financial Reporting Standards issued by the International Accounting Standards Board – IASB.

 

10


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

CPC pronouncements that affected the Quarterly Information are described below:

 

CPC

Subject matter

Approval by CVM

Pronouncement

Deliberation

Approval date

CPC 01

Impairment of assets

527/07

11/01/2007

CPC 02R

Effects of changes in exchange rates and translation of financial statements

534/08

1/29/2008

CPC 03R

Statement of cash flows

547/08

8/13/2008

CPC 04

Intangible assets

553/08

11/12/2008

CPC 05

Disclosures about related parties

560/08

12/11/2008

CPC 06

Leasing

554/08

11/12/2008

CPC 07

Government grants and subsidies

555/08

11/12/2008

CPC 08

Transaction costs and premiums on the issue of securities

556/08

11/12/2008

CPC 09

Statement of value added

557/08

11/12/2008

CPC 12

Adjustment to present value

564/08

12/17/2008

CPC 13

First-time adoption of Law 11638/07 and Law 11941/09

565/08

12/17/2008

CPC 14

Financial instruments: recognition, measurement and disclosure

(*)

12/17/2008

 

(*) CPC guidance “OCPC” 03 approved by Circular Letter/CVM/SNC/SEP 03/2009 on 11/19/09 superseded CPC 14.

 

During 2009, new pronouncements and technical interpretations relating to the convergence with international accounting standards were issued by CPC and approved by CVM. The adoption of these standards is mandatory in 2010, with retroactive effect to 2009 for comparison purposes.

 

As a result of the new CPCs and convergence to IFRS, the Company is in the final stages of the preparation of the opening balance sheet as of December 31, 2008, in accordance with such rules, and restating all months of 2009. The main impacts identified to date, yet to be reviewed by the independent auditors, include:

(i)                 restatement of property, plant and equipment for 1996 and 1997;

(ii)               write-off of deferred charges and certain amounts classified as intangible assets;

(iii)             adjustment to the defined benefit pension plan; and

(iv)             deferred income tax and social contribution on initial adjustments.

 

As to the restatement of the months of 2009, the event that may bring about the most significant impact, in addition to those mentioned with respect to the opening balance sheet, is the new measurement of business combinations involving the recent acquisitions by the Company, such as the purchase of Triunfo (Note 1.b.1). This transaction was originally accounted for at book value and the Company is presently completing the determination of the fair values of assets and liabilities of the acquired company.

 

Braskem carried out two further business combinations in April 2010 (Note 27), involving companies in Brazil and the United States. For these acquired companies, Braskem has started to implement projects to prepare financial statements in accordance with international standards and, at the same time, has engaged a specialized firm to evaluate the fair values of their assets and liabilities.

 

Given the recent business combinations, their complexity and the need to adopt consistent accounting practices for the Company and its new subsidiaries, it is not possible at this time to assess the effects of the new accounting rules and IFRS on the Company stockholders’ equity and results of operations.

 

Pronouncements and technical interpretations that will impact the Company Quarterly Information upon the first-time adoption of accounting pronouncements issued in 2009 are listed below:

11


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

Pronouncements:

 

CPC

Subject matter

Approval by  CVM

Pronouncement

Deliberation

Approval date

CPC 15

Business combinations

580/09

7/31/2009

CPC 16

Inventories

575/09

6/5/2009

CPC 18

Investment in associated companies

605/09

11/26/2009

CPC 19

Investment in joint ventures

606/09

11/26/2009

CPC 20

Borrowing costs

577/09

6/5/2009

CPC 21

Interim financial reporting

581/09

7/31/2009

CPC 22

Segment information

582/09

7/31/2009

CPC 23

Accounting policies, changes in accounting estimates and error correction

592/09

9/15/2009

CPC 24

Subsequent events

593/09

9/15/2009

CPC 25

Provisions, contingent liabilities and assets

594/09

9/15/2009

CPC 26

Presentation of financial statements

595/09

9/15/2009

CPC 27

Property, plant and equipment

583/09

7/31/2009

CPC 30

Revenues

597/09

9/15/2009

CPC 31

Non-current assets held for sale and discontinued operations

598/09

9/15/2009

CPC 32

Taxes on profit

599/09

9/15/2009

CPC 33

Employee benefits

600/09

10/7/2009

CPC 35

Separate financial statements

607/09

11/26/2009

CPC 36

Consolidated financial statements

608/09

11/26/2009

CPC 37

First-time adoption of International Financial Reporting Standards

609/09

12/22/2009

CPC 38 (i)

Financial instruments: recognition and measurement

604/09

11/19/2009

CPC 39 (i)

Financial instruments: presentation

604/09

11/19/2009

CPC 40 (i)

Financial instruments: disclosure

604/09

11/19/2009

CPC 43

First-time adoption of  technical pronouncements 15 to 40

610/09

12/22/2009

 

(i) CVM Deliberation 604, of 11/19/09, revoked CPC 14.

 

Technical interpretations:

 

ICPC Technical

Subject matter

Approval by CVM

Interpretation

Deliberation

Approval date

ICPC-03

Leasing operations

613/09

12/22/2009

ICPC-04

Share-based payment

614/09

12/22/2009

ICPC-05

Group and treasury stock transactions

615/09

12/22/2009

ICPC-06

Hedge of net investment in a foreign operation

616/09

12/22/2009

ICPC-08

Accounting for dividend payment proposal

601/09

10/7/2009

ICPC-09

Individual, separate, consolidate financial statements and application of the equity method of accounting

618/09

12/22/2009

ICPC-10

Property, plant and equipment and investment properties

619/09

12/22/2009

ICPC-11

Customer assets received as consideration

620/09

12/22/2009

ICPC-12

Changes in liabilities for decommissioning

621/09

12/22/2009

 

 

12


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

(a)        Petroquímica Triunfo

 

In the comparison between the Quarterly Information for the periods ended March 31, 2010 and 2009, the merger of Triunfo (Note 1(b.1), which took place in the second quarter of 2009, must be considered. The statement of operations of Triunfo at March 31, 2009 can be summarized as follows:

 

 

Statement of operations

 

1/1/2009 to

 

 

 

3/31/2009

Gross sales and/or services

 

131,674

 

Deductions

 

(26,493)

Net revenues

 

105,181

 

Cost of products sold

 

(92,037)

Gross profit

 

13,144

Operating expenses/ income

 

(13,406)

 

Selling

 

(5,567)

 

General and administrative

 

(8,501)

 

Financial

 

662

Loss before income tax and social contribution

 

(262)

 

Provision for income tax and social contribution

 

41

Loss for the period

 

(221)

 

 

 

 

           

(b)        Transitional Tax System (RTT)

 

The amounts presented in the Quarterly Information as of March 31, 2010 and 2009 consider the adoption of RTT by the Company and its subsidiaries headquartered in Brazil, as permitted by Law 11941/09, the purpose of which is to maintain the tax neutrality of the amendments to the Brazilian corporate legislation introduced by Law 11638/07 and Law 11941/09. The permanent option for RTT was made upon submission of the Corporate Income Tax Return (DIPJ) for calendar year 2008. The transitional tax effects, wherever applicable, generated as a result to the adhesion to RTT,  are included in deferred income tax and social contribution (Note 18(b)).

 

(c)        Presentation of the statement of operations and statement of cash flows – 1st quarter of 2009

 

(i) CPC 2R – The statements of operations and of cash flows, foreign subsidiaries that are considered extensions of the parent company were previously included in the financial statements of the Company, as required by item 4 of CPC 2. As this requirement was eliminated in the revised version of the pronouncement, known as CPC 2R, the Company is presenting information for the first quarter of 2009, for comparison purposes, excluding its foreign subsidiaries.

 

(ii) CPC 3R – The Company is restating its statement of cash flows to improve presentation.

 

 

13


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

3          Significant Accounting Practices

 

No significant changes occurred in the accounting practices adopted to prepare the Quarterly Information in relation to those used in the financial statements for the year ended December 31, 2009.

 

            (a) Consolidated Quarterly Information

 

The consolidated Quarterly Information was prepared in accordance with the consolidation principles established in the Brazilian Corporation Law and supplementary rules of CVM and comprise the Quarterly Information of the Company and its subsidiaries, jointly-controlled entities and special purpose entity where the Company, directly and indirectly, has shareholding control or control over activities, as described below:

 

 

 

 

 

 

 

 

Interest in total capital - %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Head office (country)

 

Mar/2010

 

Dec/2009

 

Mar/2009

 

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

 

Braskem America Inc. (“Braskem America”)

 

 

 

USA

 

100.00

 

100.00

 

100.00

 

Braskem Distribuidora Ltda.(“Braskem Distribuidora”)  and

   subsidiaries

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

Braskem Europe B.V. (“Braskem Europa”)

 

 

 

Holland

 

100.00

 

100.00

 

100.00

 

Braskem Finance Limited (“Braskem Finance”)

 

 

 

Cayman Islands

 

100.00

 

100.00

 

100.00

 

Braskem Incorporated (“Braskem Inc”)

 

 

 

Cayman Islands

 

100.00

 

100.00

 

100.00

 

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

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

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

 

 

 

Argentina

 

100.00

 

100.00

 

100.00

 

Braskem Petroquímica Chile Limitada (“Braskem Chile”)

 

 

 

Chile

 

100.00

 

100.00

 

100.00

 

CCI - Comercial Importadora S.A. (“CCI”)

 

(iii)

 

Brazil

 

 

 

 

 

100.00

 

Companhia Alagoas Industrial - CINAL (“CINAL”)

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

Copesul International Trading INC. (“CITI”)

 

(i)

 

British Virgin Islands

 

 

 

 

 

100.00

 

Grust Holdings S.A. (“Grust”)

 

(ii)

 

Brazil

 

 

 

 

 

100.00

 

Ideom Tecnologia Ltda. (“Ideom”)

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

Braskem Chile Limitada (“IPQ Chile”)

 

 

 

Chile

 

100.00

 

100.00

 

100.00

 

IQ Soluções & Químicas S.A.(“Quantiq”) and subsidiary

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

ISATEC–Pesquisa, Desenv. e Análises Quím.Ltda. (“ISATEC”)

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

Natal Trading

 

(i)

 

British Virgin Islands

 

 

 

 

 

100.00

 

Politeno Empreendimentos Ltda. (“Politeno Empreendimentos”)

 

 

 

Brazil

 

100.00

 

100.00

 

100.00

 

Varient Distribuidora de Resinas Ltda. (“Varient”)

 

(vi)

 

Brazil

 

100.00

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

(iv)

 

 

 

 

 

 

 

 

 

CETREL S.A. – Empresa de Proteção Ambiental ("CETREL")

 

 

 

Brazil

 

53.83

 

53.66

 

54.09

 

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

 

 

 

Venezuela

 

49.00

 

49.00

 

 

 

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

 

 

 

Venezuela

 

49.00

 

49.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Purpose Entity (“EPE”)

 

 

 

 

 

 

 

 

 

 

 

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

 

(v)

 

Brazil

 

100.00

 

100.00

 

100.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(i)       Subsidiaries merged into Braskem Inc. in December 2009

(ii)     Company wound up in June 2009

(iii)     Company merged into Braskem Importação e Exportação Ltda.(“Braskem Importação”) in September 2009

(iv)     Proportionately consolidated investments, pursuant to CVM Instruction 247/96

(v)       Fund consolidated pursuant to CVM Instruction 408/04

(vi)     Company organized in September 2009, formerly Quantiq

 

Intercompany investments, equity in the results of investees, as well as assets and liabilities balances, revenues and expenses and unrealized profits were eliminated on consolidation.

 

Goodwill attributed to the fair value of property, plant and equipment was reclassified to the account of the specific underlying asset, pursuant to CVM Instruction 247/96.

 

As provided in paragraph 1 of article 23 of CVM Normative Instruction 247/96, the Company has not proportionately consolidated the Quarterly Information of the jointly-controlled entity Refinaria de Petróleo Rio-Grandense S.A. (“RPR”). Information for this subsidiary is not expected to significantly alter the Company consolidated Quarterly Information.

14


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

(b)        Reconciliation of stockholders’ equity between parent company and consolidated

 

 

 

Stockholders’ equity

 

 

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

Parent company

 

4,625.542

 

4,753,948

 

Exclusion of gain on sale of investment among related parties

 

(38,476)

 

(38,476)

 

Reversal of amortization of goodwill on the sale of investments among related parties

 

26,452

 

26,452

 

Consolidated

 

4,613.518

 

4,741,924

 

 

 

4          Cash and Cash Equivalents

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Cash and banks

 

317,497

 

140,800

 

793,713

 

314,484

Financial investments

 

 

 

 

 

 

 

 

   Domestic

 

1,306,900

 

1,524,966

 

1,344,973

 

1,558,198

   Foreign

 

267,435

 

597,038

 

553,596

 

790,960

 

 

1,891,832

 

2,262,804

 

2,692,282

 

2,663,642

 

Domestic financial investments are mainly represented by quotas in Braskem’s exclusive fund (FIQ Sol) which, in turn, holds fixed-income instruments and time deposits. Foreign investments consist of sovereign fixed-income instruments or instruments issued by first-tier financial institutions with high liquidity. All financial investments were classified as held for trading and are stated at fair value, the variations of which are taken to the results of operations.

 

 

5          Marketable Securities

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

Current assets

 

 

 

 

 

 

 

 

U.S. Treasury bonds

 

284,900

 

261,453

 

285,194

 

261,884

Shares held for trading

 

85

 

25,761

 

85

 

25,761

Investments in FIQ Sol – held for trading

 

314,495

 

179,175

 

314,495

 

179,175

 

 

599,480

 

466,389

 

599,774

 

466,820

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

 

 

 

Subordinated investment fund quotas

 

16,499

 

15,811

 

16,499

 

15,810

Other

 

 

 

 

 

2,021

 

1,976

 

 

16,499

 

15,811

 

18,520

 

17,786

Total

 

615,979

 

482,200

 

618,294

 

484,606

 

 

 

15

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

U.S. Treasury bonds were classified as available-for-sale, and earn average interest of  0.93% p.a. The changes in fair value are recorded in “carrying value adjustments”, in stockholders’ equity (Note 20(e)).

 

6          Trade Accounts Receivable

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

Customers

 

 

 

 

 

 

 

 

   Domestic market

 

1,333,459

 

1,031,542

 

1,422,438

 

1,082,902

   Foreign market

 

586,669

 

633,985

 

586,702

 

855,754

Advances on exchange bills delivered

 

 

 

(361,938)

 

 

 

(361,938)

Allowance for doubtful accounts

 

(209,573)

 

(205,034)

 

(225,511)

 

(220,845)

Total

 

1,710,555

 

1,098,555

 

1,783,629

 

1,355,873

 

 

 

 

 

 

 

 

 

Current assets

 

1,649,068

 

1,040,212

 

1,721,702

 

1,297,090

Non-current assets

 

61,487

 

58,343

 

61,927

 

58,783

 

 

 

 

 

 

 

 

 

 

 

7                    Inventories

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Finished products and work in process

 

974,675

 

971,296

 

1,086,481

 

1,079,659

Raw materials, production inputs and packaging

 

422,482

 

360,810

 

444,715

 

377,226

Maintenance materials (i)

 

359,941

 

363,709

 

362,388

 

366,543

Advances to suppliers

 

6,454

 

8,700

 

6,748

 

8,930

Imports in transit and other

 

16,259

 

94,556

 

36,501

 

116,039

Total

 

1,779,811

 

1,799,071

 

1,936,833

 

1,948,397

 

 

 

 

 

 

 

 

 

Current assets

 

1,750,814

 

1,769,798

 

1,907,836

 

1,919,124

Non-current assets (i)

 

28,997

 

29,273

 

28,997

 

29,273

 

(i)    Based on the consumption history, part of inventories of maintenance materials was classified in long-term receivables.

 

16

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

8                    Related parties

 

 

(a)        Parent company

       

 

 

Assets and liabilities balances Mar/2010

 

Assets

 

Liabilities

 

Current

 

Non-current

 

Current

 

Non-current

 

Related parties

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

Braskem Chile

245

(i)

 

 

 

 

 

 

 

 

Braskem Distribuidora

 

 

10,338

(x)

13,138

(xv)

 

 

 

 

Braskem Europa

50,768

(i)

 

 

 

 

 

 

 

 

Braskem Importação

 

 

 

 

 

 

 

 

111

(x)

Braskem Inc.

 

 

5,751

(xi)

111,317

(xiv)

1,689,694

(xvi)

75,163

(xiii)

Braskem Participações

96

(ii)

 

 

 

 

 

 

 

 

CINAL

32

(i)

986

(x)

69

(xv)

 

 

 

 

Ideom

 

 

3,216

(x)

 

 

 

 

 

 

IPQ Argentina

16,939

(i)

 

 

 

 

 

 

 

 

IPQ Chile

128

(ii)

 

 

 

 

 

 

 

 

ISATEC

 

 

1,148

(x)

 

 

 

 

 

 

Lantana

 

 

51

(x)

 

 

 

 

 

 

Politeno Empreendimentos

 

 

22

(x)

 

 

 

 

 

 

Quantiq

10,003

(iii)

17,425

(x)

 

 

 

 

 

 

Varient

24,788

(iv)

 

 

 

 

 

 

1,618

(x)

 

102,999

 

38,937

 

124,524

 

1,689,694

 

76,892

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

CETREL

1,913

(v)

 

 

1,516

(xv)

 

 

 

 

RPR

1,304

(i)

 

 

16,155

(xv)

 

 

 

 

 

3,217

 

 

 

17,671

 

 

 

 

 

Associated company

 

 

 

 

 

 

 

 

 

 

Borealis

2,741

(vi)

 

 

 

 

 

 

 

 

 

2,741

 

 

 

 

 

 

 

 

 

Related companies

 

 

 

 

 

 

 

 

 

 

Construtora Norberto Odebrecht ("CNO")

 

 

 

 

1,165

(xv)

 

 

 

 

Petrobras

44,151

(vii)

50,631

(xii)

672,782

(xv)

21,386

(xv)

 

 

Refinaria Alberto Pasqualini ("REFAP")

 

 

 

 

138,313

(xv)

 

 

 

 

Other

5,945

(viii)

 

 

 

 

 

 

 

 

 

50,096

 

50,631

 

812,260

 

21,386

 

 

 

EPE

 

 

 

 

 

 

 

 

 

 

FIQ Sol

1,412,174

(ix)

 

 

 

 

 

 

 

 

 

1,412,174

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2010

1,571,227

 

89,568

 

954,455

 

1,711,080

 

76,892

 

At December 31, 2009

1,603,278

 

70,054

 

1,308,584

 

1,673,501

 

78,195

 

 

(i)        “Trade accounts receivables”

(ii)      “Other accounts receivable”

(iii)     Amount in “trade accounts receivable”: R$ 6,240 and in “dividends and interest on capital receivable”: R$ 3,763

(iv)     Amount in “trade accounts receivable”: R$ 23,532 and in “dividends and interest on capital receivable”: R$ 1,256

(v)       Amount in “trade accounts receivable”: R$ 12 and in “dividends and interest on capital receivable”: R$ 1,901

(vi)     Amount in “trade accounts receivable”: R$ 2,554 and in “other accounts receivable”: R$ 187

(vii)    Amount in “trade accounts receivable”: R$ 36,233 and in “other accounts receivable”: R$ 7,918

(viii)  Amount in “trade accounts receivable”: R$ 5,842 and in “other accounts receivable”: R$ 103

(ix)     Amount in “cash and cash equivalents”: R$ 1,097.679 and in “marketable securities”: R$ 314,495

(x)       Amounts relating to current accounts bearing interest at 100%  of CDI

(xi)     Amount relating to a loan bearing interest at 100%  of CDI

(xii)    Amount relating to a loan bearing interest at TJLP +  2% p.a.

(xiii)  R$ 68,324 in current liabilities relates to notes payable remunerated at exchange variation + 3-month Libor + interest of  1.6% p.a. and R$ 6,839 in non-current liabilities relates to current account balance bearing interest of  100%  of CDI

(xiv)   Amount in  “suppliers”: R$ 48,518, and in "loans and financing": R$ 62,799, remunerated at exchange variation + interest between 7.65%  and 11.0% p.a.

(xv)    “Suppliers”

(xvi)   Amount in “loans and financing”: R$ 1,689,694, remunerated at exchange variation + interest between 7.65%  and 11.0% p.a.

 

In consolidated non-current assets, the “related parties” amount of R$ 109,332 comprises R$ 50,631 for a loan to Petrobras remunerated at TJLP + interest of 2% p.a. and R$ 58,701 for credits receivable from Propilsur, a company that is proportionately consolidated by Braskem.

 

 

17

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

 

 

Parent company (continued)

 

Statement of operations – Jan to Mar/010

 

 

 

Raw materials,

 

Financial

 

Production cost/

 

Product

 

services and

 

income/

 

general & adm.

 

sales

 

utility purchases

 

(expenses) (i)

 

expenses

Subsidiaries

 

 

 

 

 

 

 

Braskem Argentina

14,054

 

 

 

2,116

 

 

Braskem Chile

245

 

 

 

480

 

 

Braskem Distribuidora

 

 

919

 

185

 

 

Braskem Europa

43,781

 

 

 

(5,245)

 

 

Braskem Importação

 

 

 

 

(2)

 

 

Braskem Inc.

 

 

210,711

 

(41,091)

 

 

CINAL

88

 

4,173

 

12

 

 

Ideom

 

 

 

 

49

 

 

IPQ Argentina

 

 

 

 

(180)

 

 

IQAG – Armazéns Gerais Ltda. (“IQAG”)

 

 

2

 

 

 

 

ISATEC

 

 

 

 

18

 

 

Quantiq

19,528

 

21

 

220

 

 

Varient

35,728

 

 

 

(85)

 

 

 

113,424

 

215,826

 

(43,523)

 

 

Jointly-controlled entities

 

 

 

 

 

 

 

CETREL

34

 

2,574

 

 

 

 

RPR

79,746

 

20,844

 

 

 

 

 

79,780

 

23,418

 

 

 

 

Associated company

 

 

 

 

 

 

 

Borealis

34,418

 

5

 

 

 

 

 

34,418

 

5

 

 

 

 

Post-employment benefit plans

 

 

 

 

 

 

 

Fundação Petrobras de Seguridade Social ("PETROS")

 

 

 

 

 

 

1,169

Odeprev – Odebrecht Previdência (“ODEPREV”)

 

 

 

 

 

 

1,884

Triunfo Vida

 

 

 

 

 

 

81

 

 

 

 

 

 

 

3,134

Related parties

 

 

 

 

 

 

 

CNO

 

 

4,188

 

 

 

 

Odebrecht Plantas Industriais e Participações S.A ("OPIP")

 

 

32,005

 

 

 

 

Petrobras

130,493

 

1,278,276

 

979

 

 

Petrobras International Finance ("PIFCo")

 

 

 

 

(567)

 

 

REFAP

 

 

317,327

 

 

 

 

 

130,493

 

1,631,796

 

412

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2010

358,115

 

1,871,045

 

(43,111)

 

3,134

At March 31, 2009

453,349

 

1,133,402

 

26,130

 

4,043

(i) Includes exchange variation effect

 

The transactions between the Company and related parties are carried out at normal market prices and conditions, considering:

(i)     for purchases of naphtha from Petrobras and REFAP, the international market prices for naphtha and other petroleum derivatives considering quality of parafinicity and contaminants of naphtha delivered; and

(ii)   for sales to subsidiaries abroad, a 180-day payment term, longer than the term offered to other customers.

 

18

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

(b) Key management personnel

 

The Company considers as “key management personnel” the members of its board of directors and executive board, which comprises the chief executive officer and vice presidents.

 

Statement of operations

 

 

 

Parent company

 

Consolidated

 

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Mar/2009

Remuneration

 

 

 

 

 

 

 

 

Short-term benefits to employees and managers

 

2,371

 

2,595

 

2,378

 

2,615

Post-employment benefits

 

30

 

58

 

30

 

58

Employment contract termination benefits

 

 

 

36

 

 

 

36

Long-term incentives

 

44

 

267

 

44

 

267

Total

 

2,445

 

2,956

 

2,452

 

2,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance sheet accounts – parent company/ consolidated

 

 

 

Mar/2010

 

 

 

Dec/2009

 

 

 

 

 

 

 

 

 

Long-term incentives

 

 

 

4,107

 

 

 

2,604

Total

 

 

 

4,107

 

 

 

2,604

 

 

9                    Taxes Recoverable

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Excise tax (IPI)

 

25,303

 

24,698

 

25,830

 

25,643

Value-added tax (ICMS) (a)

 

1,001,132

 

1,059,900

 

1,012,205

 

1,069,116

Social Integration Program (PIS) and Social Contribution on Revenues (COFINS)

 

245,329

 

201,871

 

246,482

 

203,813

PIS - Decrees-law 2445 and 2449/88 

 

55,194

 

55,194

 

55,194

 

55,194

Income tax and social contribution

 

261,872

 

254,497

 

273,412

 

266,232

Tax on net income (ILL)

 

59,856

 

59,510

 

59,856

 

59,510

Other

 

96,827

 

80,713

 

101,562

 

86,147

Total

 

1,745,513

 

1,736,383

 

1,774,541

 

1,765,655

 

 

 

 

 

 

 

 

 

Current assets

 

409,900

 

482,494

 

431,199

 

505,854

Non-current assets

 

1,335,613

 

1,253,889

 

1,343,342

 

1,259,801

 
                                                        

(a)       ICMS

The Company has accumulated ICMS tax credits during past years, basically due to capital expenditures, domestic shipments of products with incentives (entitled to deferred taxation), and export sales. The States of Bahia and Rio Grande do Sul account for the higher share in these tax credits, as most business units are located there. 

Management has prioritized a number of actions aimed at optimizing the use of such credits and, currently, no losses are expected from their realization. Actions taken by management include:

 

·         agreement with the Rio Grande do Sul State authorities maintaining the full deferral of ICMS on naphtha imports and capping the use of accumulated ICMS tax credits at a monthly average of R$ 8,250 for offset against monthly balances due by the units located in that State;

19

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

 

·         maintaining the increased percentage reduction in the tax basis of ICMS levied in the State of Bahia on imported petrochemical naphtha (down to an effective rate of 5.8%), as per paragraphs 9 and 10, article 347 of the Bahia State ICMS regulations (Decree 11059 of May 19, 2008);

 

·         agreement executed with the State of Bahia in November 2009, without affecting the previous item, to ensure the applicability of State Decree 11807, of October 27, 2009, to gradually reduce the ICMS effective rate on national naphtha acquired in that State from 17% to 0% by March 2011. At March 31, 2010, the ruling rate is 10%;

 

·         agreement with the Rio Grande do Sul State to use R$ 9,600 per year of the credit balance to pay acquisitions of assets for investments in that State;

 

·         imports of inputs under specific prerogatives established in the customs legislation, thus ensuring a lower generation of ICMS credits;

 

·         maintaining the increased ICMS calculation basis on sales of fuels to industrial refiners, from 40% to 100%, pursuant to article 347 of the Bahia State ICMS regulations; and

 

·         replacing co-product exports with domestic transactions.

 

Considering the tax rule that limits the short-term use of ICMS credits from capital expenditures and management’s projections regarding the term for realization of the other credits, at March 31, 2010, the amount of R$ 796,010 for parent company and consolidated (2009 – R$ 703,313, parent company and consolidated) was recorded in non-current assets. 

 

 

10        Judicial Deposits and Compulsory Loan – Non-current Assets

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Judicial deposits

 

 

 

 

 

 

 

 

   Tax contingencies

 

75,804

 

83,108

 

79,785

 

87,030

   Labor and other contingencies

 

57,875

 

60,403

 

61,095

 

63,578

 

 

 

 

 

 

 

 

 

Compulsory loan

 

 

 

 

 

 

 

 

    Eletrobrás (Note 5)

 

3,816

 

3,816

 

3,982

 

3,984

 

 

137,495

 

147,327

 

144,862

 

154,592

 

 

 

 

20

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

11        Investments

 

(a)        Information on investments

 

 

 

 

 

 

 

Adjusted

 

 

Interest in

 

Adjusted net income

 

stockholders’ equity

 

 

total capital

 

(loss) for the period

 

(net capital deficiency)

 

 

(%)

 

 

 

 

 

 

 

 

(a.1) Parent company investments

 

Mar/2010

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

 

 

 

Braskem America     

 

100.00

 

(1,498)

 

1,677

 

309,411

 

3,821

Braskem Argentina     

(ii)

 

 

 

 

(639)

 

 

 

 

Braskem Chile

 

100.00

 

(463)

 

1,202

 

4,526

 

4,989

Braskem Distribuidora

 

100.00

 

1,546

 

(1,292)

 

90,673

 

89,127

Braskem Europa         

 

100.00

 

5,700

 

121

 

120,526

 

114,826

Braskem Finance

 

100.00

 

(867)

 

(467)

 

31,830

 

32,697

Braskem Inc.

 

100.00

 

6,991

 

14,250

 

12,656

 

15,679

Braskem Participações

 

100.00

 

(1,378)

 

 

 

953

 

2,331

CCI 

(i)

 

 

 

 

2

 

 

 

 

CINAL

 

100.00

 

989

 

228

 

29,308

 

28,319

CITI

(iii)

 

 

 

 

(48,702)

 

 

 

 

Ideom

(iv)

99.90

 

(1,491)

 

 

 

(3,460)

 

(1,969)

IPQ Argentina   

 

96.77

 

830

 

(1,533)

 

9,030

 

8,200

IPQ Chile

 

99.02

 

(18)

 

133

 

1,463

 

1,481

IQAG

 

0.12

 

183

 

151

 

1,064

 

881

ISATEC 

 

100.00

 

(392)

 

(650)

 

1,525

 

1,917

Natal Trading

(iii)

 

 

 

 

(133)

 

 

 

 

Politeno Empreendimentos

 

100.00

 

(24)

 

367

 

(15)

 

9

Quantiq

 

100.00

 

4,918

 

1,802

 

99,135

 

94,244

Varient

 

100.00

 

564

 

 

 

13,315

 

14,007

 

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

CETREL

 

53.83

 

6,508

 

6,457

 

235,696

 

226,179

RPR

 

33.20

 

13,565

 

10,380

 

11,625

 

(14,193)

 

 

 

 

 

 

 

 

 

 

 

Associated companies

 

 

 

 

 

 

 

 

 

 

Borealis 

 

20.00

 

4,838

 

494

 

120,750

 

103,422

CODEVERDE

 

35.75

 

(2)

 

(448)

 

94,366

 

102,182

Sansuy Administração, Participação,

   Representação e Serviços Ltda

 

20.00

 

(9)

 

(8)

 

1,976

 

1,986

 

 

 

 

 

 

 

 

 

 

 

 

 

21


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

 

 

 

 

 

Interest in

 

Adjusted net income (loss) for the period

 

Adjusted stockholders’ equity

 

 

total  capital

 

 

(net capital deficiency)

 

 

 (%)

 

 

 

 

 

 

 

 

(a.2) Subsidiaries’ investments

 

Mar/2010

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

 

Braskem Distribuidora

 

 

 

 

 

 

 

 

 

 

Braskem Argentina

(ii)

 

 

 

 

(639)

 

 

 

 

Braskem Importação

 

100.00

 

3

 

5

 

189

 

186

IPQ Argentina

 

0.06

 

830

 

(1,533)

 

9,030

 

8,200

Lantana

 

96.35

 

1,873

 

(37)

 

83,814

 

81,941

Braskem Participações

 

 

 

 

 

 

 

 

 

 

Ideom

(iv)

0.10

 

(1,491)

 

 

 

(3,460)

 

(1,969)

Braskem Inc

 

 

 

 

 

 

 

 

 

 

Lantana

 

3.65

 

1,873

 

(37)

 

83,814

 

81,941

Quantiq

 

 

 

 

 

 

 

 

 

 

IQAG

 

99.88

 

183

 

151

 

1,064

 

881

IPQ Chile    

 

 

 

 

 

 

 

 

 

 

IPQ Argentina

 

3.17

 

830

 

(1,533)

 

9,030

 

8,200

Braskem Europa

 

 

 

 

 

 

 

 

 

 

Jointly-controlled entities

 

 

 

 

 

 

 

 

 

 

Propilsur

(v)

49.00

 

(1,336)

 

 

 

(4,229)

 

(5,288)

Polimerica

(vi)

49.00

 

(940)

 

 

 

(4,685)

 

(5,760)

 

 

 

 

 

 

 

 

 

 

 

 

(i)              Company merged into Braskem Importação in September 2009.

(ii)           Company merged into IPQ Argentina in August 2009.

(iii)          Company merged into Braskem Inc. in December 2009.

(iv)          Company located at the Camaçari Petrochemical Complex providing applied research services for the chemical and petrochemical, plastic materials and textile industries.

(v)           Company located at the oil and petrochemical industrial complex “Major General José Antônio Anzoátegui”, Venezuela, engaged in the construction, operation and maintenance of a petrochemical pole comprised of plants for the production of polyethylene, in addition to other petrochemicals, and marketing, provision of services and holding interests in other companies.

(vi)          Company located at the oil and petrochemical industrial complex “Major General José Antônio Anzoátegui”, Venezuela, engaged in the construction, operation and maintenance of a petrochemical pole comprised of plants for the production of first- and second-generation petrochemical thermoplastic products, including propylene, polypropylene and other petrochemicals, marketing, provision of services and holding interests in other companies.

 

 

 

 

 
 

22

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

(b)        Changes in investments in subsidiaries, jointly-controlled entities and associated companies

 

 

 

        Capital                    Carrying Provision      
    Balance at    increase    Dividends &    Equity in   Amortization    Indrease in    value    for    Balance at 
    12/31/2009    (decrease)      the results    of goodwill    interest   adjustment    losses    3/31/2010 
Subsidiaries and                                     
jointly-controlled entities                                     
 
Subsidiaries in Brazil                                     
Braskem Distribuidora    89,127    -    -    1,546    -    -    -    -    90,673 
Braskem Participações    2,331    -    -    (1,378)    -    -    -    -    953 
CETREL    115,993    5,369    (1,901)    3,129    (464)    1,452    -    -    123,578 
CINAL    19,588    -    -    989    -    -    -    -    20,577 
Quantiq    94,244    -    (27)    4,918    -    -    -    -    99,135 
Politeno Empreendimentos    9    -    -    -    -    -    -    (9)    - 
ISATEC    1,917    -    -    (392)    -    -    -    -    1,525 
Ideom    -    -    -    -    -    -    -    -    - 
Varient    14,007    -    (1,256)    564    -    -    -    -    13,315 
RPR    -    -    -    2,144    -    -    1,716    -    3,860 
    337,216    5,369    (3,184)    11,520    (464)    1,452    1,716    (9)    353,616 
 
Foreign subsidiaries                                     
Braskem America (i)    3,821    307,088    -    (1,498)    -    -    -    -    309,411 
Braskem Europa    114,826    -    -    5,700    -    -    -    -    120,526 
Braskem Inc    15,679    -    -    6,991    -    -    (10,014)    -    12,656 
Braskem Finance    32,697    -    -    (867)    -    -    -    -    31,830 
Braskem Chile    4,989    -    -    (463)    -    -    -    -    4,526 
IPQ Argentina    8,200    -    -    830    -    -    -    -    9,030 
IPQ Chile    1,481    -    -    (18)    -    -    -    -    1,463 
    181,693    307,088    -    10,675    -    -    (10,014)    -    489,442 
 
Total subsidiaries    518,909    312,457    (3,184)    22,195    (464)    1,452    (8,298)    (9)    843,058 
 
Associated companies                                     
Borealis    20,684    -    -    3,466    -    -    -    -    24,150 
Total associated companies    20,684    -    -    3,466    -    -    -    -    24,150 

 

 

(i)       Capital increase in March 2010, for the future acquisition of Sunoco Chemicals Inc. (Note 27(a))

 

 

(c)        Breakdown of equity in the results of investees

 

 

 

Parent company

 

Consolidated

 

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Mar/2009

Equity in the results of subsidiaries

 

 

 

 

 

 

 

 

   and jointly-controlled entities

 

22,195

 

(31,815)

 

3,610

 

(2,350)

Equity in the results of associated companies

 

3,466

 

 

 

3,466

 

 

Amortization of goodwill

 

(464)

 

(5,468)

 

(464)

 

(5,468)

Provision for loss on investments

 

(1,515)

 

(475)

 

 

 

 

 

 

23,682

 

(37,758)

 

6,612

 

(7,818)

 

 

 

 

 

 

 

 

 

 

 

23

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

12        Property, Plant and Equipment

 

Consolidated

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

Mar/2010

 

 

Dec/2009

 

annual depreciation/

 

 

 

Accumulated

 

 

 

 

 

depletion

 

 

 

depreciation/

 

 

 

 

 

rates

 

Cost

 

depletion

 

Net

 

Net

 

 (%)

 

 

 

 

 

 

 

 

 

 

Land

82,025

 

 

 

82,025

 

82,023

 

 

Buildings and improvements

1,451,995

 

(577,141)

 

874,854

 

864,634

 

3.0

Machinery, equipment and facilities

12,945,596

 

(5,179,996)

 

7,765,600

 

7,786,531

 

6.9

Mines and wells

24,320

 

(9,082)

 

15,238

 

15,723

 

9.0

Furniture and fixtures

120,048

 

(58,086)

 

61,962

 

62,485

 

10.0

IT equipment

136,623

 

(92,125)

 

44,498

 

24,013

 

20.0

Projects in progress

1,018,825

 

 

 

1,018,825

 

1,060,177

 

 

Laboratory/security equipment

104,618

 

(25,728)

 

78,890

 

76,682

 

10.0

Other

162,397

 

(76,067)

 

86,330

 

71,893

 

20.0

 

16,046,447

 

(6,018,225)

 

10,028,222

 

10,044,161

 

 

Parent company

15,701,133

 

(5,859,258)

 

9,841,875

 

9,850,672

 

 

 

 

On-going projects mainly represent projects for expanding the capacity of the industrial units and operational improvements to increase the working life of machines and equipment and projects in the areas of health, safety and environment.

 

 

13        Intangible Assets

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Average annual

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

amortization

 

 

 

 

Accumulated

 

 

 

 

 

rates

 

 

Cost

 

amortization

 

Net

 

Net

 

 (%)

 

 

 

 

 

 

 

 

 

 

 

Goodwill attributed to expected future     profitability

 

3,211,501

 

(1,130,794)

 

2,080,707

 

2,080,707

 

(i)

Trademarks and patents

 

81,846

 

(26,132)

 

55,714

 

56,611

 

5.2

Software and rights of use

 

294,377

 

(97,117)

 

197,260

 

198,637

 

12.7

 

 

3,587,724

 

(1,254,043)

 

2,333,681

 

2,335,955

 

 

 

 

 

 

 

 

 

 

 

 

 

Parent company

 

3,588,087

 

(1,249,212)

 

2,338,875

 

2,341,035

 

 

 

 

 

 

(i)             Goodwill attributed to expected future profitability was amortized up to December 31, 2008, within a maximum period of 10 years.  As from 2009, this type of goodwill is no longer systematically amortized, being subject to the annual impairment test, pursuant to CPC 01.

 

24

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                           Unaudited

 

 

 

14        Deferred Charges

 

The balance at March 31, 2010 relates to expenses incurred during the construction period of industrial plants (pre-operating expenses), that are amortized over five years. The Company elected to maintain the balance at December 31, 2008 up to its full amortization, subject to review for impairment, as provided in article 299-A of Law 6404/76, introduced by article 25 of Law 11941/09.

 

 

15        Loans and Financing

 

 

 

 

 

 

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Annual financial charges

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Eurobonds

 

 

Note 15(a)

 

2,314,074

 

2,250,037

 

 

 

 

 

 

 

 

 

 

Advances on foreign exchange contracts

 

Dec/09

 

 

US$ exchange variation + average interest of 6.61%

 

 

 

1,098

 

 

 

 

 

 

 

 

 

 

Export prepayments

 

 

Note 15(b)

 

2,740,373

 

2,669,597

 

 

 

 

 

 

 

 

 

 

Medium-Term Notes

 

 

US$ exchange variation + average interest of 11.75%

 

455,132

 

457,748

 

 

 

 

 

 

 

 

 

 

Raw material financing

Mar/10

 

US$ exchange variation + average interest of  2.57%

 

16,509

 

 

 

 

Dec/09

 

US$ exchange variation + average interest of 4.08%

 

 

 

16,077

 

 

 

 

 

 

 

 

 

 

BNDES

Mar/10

 

Average interest of 7.30% + post-fixed monetary restatement  (UMBNDES)                                                                       (i)

 

 

12,406

 

 

 

 

 

Mar/10

 

US$ exchange variation + average interest of 6.11%

 

186,427

 

 

 

 

Dec/09

 

Average interest of 7.52% + post-fixed monetary restatement  (UMBNDES)                                                                       (i)

 

 

 

 

14,565

 

 

Dec/09

 

US$ exchange variation + average interest of 6.26%

 

 

 

181,293

 

 

 

 

 

 

 

 

 

 

Working capital

 

 

US$ exchange variation + average interest of 7.64%

 

691,194

 

674,373

 

 

 

 

 

 

 

 

 

 

Project financing (NEXI)

 

 

YEN exchange variation + interest of 0.95% above TIBOR (Note 15(c))

 

 

94,155

 

 

101,895

 

 

 

 

 

 

 

 

 

 

Transaction costs, net

 

 

Note 15(h)

 

(26,285)

 

(28,041)

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Working capital

Mar/10

 

Post-fixed monetary restatement (117.5% of CDI)

 

604,175

 

 

 

 

Dec/09

 

Post-fixed monetary restatement (from 92% to 119.09% of CDI)

 

 

 

687,638

 

 

 

 

Fixed interest of 9.93% + TR

 

81,407

 

79,473

 

 

 

 

 

 

 

 

 

 

FINAME

Mar/10

 

Average interest of 4.64% + TJLP

 

190

 

 

 

 

Dec/09

 

Average interest of 4.68% + TJLP

 

 

 

260

 

 

 

 

 

 

 

 

 

 

BNDES

 

 

Average fixed interest of 2.83% +TJLP

 

1,347,923

 

1,374,259

 

 

 

 

 

 

 

 

 

 

BNB

Mar/10

 

Average interest of 9.02%

 

410,526

 

 

 

 

Dec/09

 

Fixed interest of 9.47%

 

 

 

389,582

 

 

 

 

 

 

 

 

 

 

FINEP

 

 

Post-fixed monetary restatement (TJLP)

 

78,785

 

84,246

 

 

 

 

 

 

 

 

 

 

Transaction costs, net

 

 

Note 15(h)

 

(8,870)

 

(10,744)

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

8,998,121

 

8,943,356

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

(1,049,001)

 

(1,504,063)

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

7,949,120

 

7,439,293

 

(i) UMBNDES = BNDES monetary unit.

25

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 (a)      Eurobonds

           

The breakdown of eurobond transactions is as follows:

 

 

 

 

 

 

 

 

 

Parent company / consolidated

Issue date

 

Issue amount US$ thousand

 

Maturity

 

Interest

(% p.a.)

 

 

Mar/2010

 

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

 

Jul/1997

 

250,000

 

Jun/2015

 

9.38

 

275,475

 

263,198

Jun/2005

 

150,000

 

None

 

9.75

 

268,225

 

262,231

Apr/2006

 

200,000

 

None

 

9.00

 

362,510

 

354,409

Sep/2006

 

275,000

 

Jan/2017

 

8.00

 

496,740

 

495,216

Jun/2008

 

500,000

 

Jun/2018

 

7.25

 

911,124

 

874,983

Total

 

1,375,000

 

 

 

 

 

2,314,074

 

2,250,037

 

 

(b)       Export prepayments

 

The breakdown of export prepayments is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

Date

 

Initial transaction amount

 US$ thousand

 

Maturity

 

Charges (% p.a)

 

Mar/2010

 

Dec/2009

Jul/05

 

10,000

 

Jun/10

 

US$ FX variation + 6-month Libor + 2.05

 

3,587

 

3,486

Jul/06

 

95,000

 

Jun/13

 

US$ FX variation + 6-month Libor + 1.00

 

70,551

 

74,148

Jul/06

 

75,000

 

Jul/14

 

US$ FX variation + 6-month Libor + 0.78

 

115,772

 

119,718

Mar/07

 

35,000

 

Mar/14

 

US$ FX variation + 6-month Libor + 1.60

 

62,339

 

61,298

Apr/07

 

150,000

 

Apr/14

 

US$ FX variation + 6-month Libor + 0.77

 

270,415

 

262,749

Oct/07

 

315,525

 

Jan/10

 

US$ FX variation + 4-month Libor + 1.00

 

 

 

545,210

Nov/07

 

150,000

 

Nov/13

 

US$ FX variation + 6-month Libor + 1.40

 

268,882

 

261,822

Oct/08

 

725,000

 

Oct/13

 

US$ FX variation + 5.6

 

1,305,807

 

1,269,210

May/09

 

20,000

 

Jan/11

 

US$ FX variation + 6-month Libor + 4.00

 

36,253

 

36,315

Aug/09

 

20,000

 

Jul/11

 

US$ FX variation + 6-month Libor + 5.00

 

35,876

 

35,641

Mar/10

 

100,000

 

Mar/15

 

US$ FX variation + 6-month Libor + 2.50

 

178,404

 

 

Mar/10

 

150,000

 

Mar/15

 

US$ FX variation + 6-month Libor + 2.50

 

267,606

 

 

Mar/10

 

70,000

 

Mar/15

 

US$ FX variation + 6-month Libor + 2.50

 

124,881

 

 

Total

 

1,915,525

 

 

 

 

 

2,740,373

 

2,669,597

 

                                                                         

(c)        Project financing

 

In March and September 2005, the Company obtained loans in Japanese currency from Nippon Export and Investment Insurance ("NEXI"), in the amount of YEN 5,256,500 thousand - R$ 136,496, and YEN 6,628,200 thousand - R$ 141,529, respectively. The principal is being paid in 11 installments commencing in March 2007, with final maturity in June 2012.

26

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 

As described in Note 22(f.3), the Company entered into swap contracts for the total amount of this debt, so that the annual financial cost of the tranche drawn down in March 2005 is 101.59% of CDI while that of the tranches drawn down in September 2005 is 104.29% and 103.98% of CDI. The swap contracts were entered into with first tier foreign banks and their maturities, currencies, rates and amounts are perfectly matched to the financing contracts. The effect of this swap contract is recorded in financial results (Note 23).

 

(d)       Repayment schedule

 

Long-term loans and financing mature as follows:

 

 

 

 

Consolidated

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

 

 

 

 

2011

 

901,188

 

1,132,504

2012

 

1,289,317

 

1,260,262

2013

 

1,462,903

 

1,209,739

2014

 

1,055,410

 

809,365

2015

 

489,834

 

351,237

2016 and thereafter

 

2,750,468

 

2,676,186

 

 

7,949,120

 

7,439,293

 

(e)        Guarantees

 

The Company has provided guarantees as stated below:

 

Parent company

 

 

Guaranteed

Financing

 

 

 

Maturity

total

amount

Guarantees

 

 

 

 

 

BNB

Jun/16

206,718

206,718

Mortgage of plants, pledge of machinery and    

   equipment and bank surety

BNDES

Jul/17

1,532,806

1,532,806

Mortgage of plants, land and property and pledge

   of machinery and equipment

NEXI

Jun/12

94,155

94,155

Insurance policy

Working capital financing

Mar/13

181,252

604,175

Pledge of receivables

FINEP

Oct/15

78,785

78,785

Bank surety

Prepayments

Mar/14

62,339

62,339

Mortgage and land guarantee

 

 

2,156,055

2,578,978

 

 

 

 (f)       Capitalized interest

 

The Company adopts the accounting practice of capitalizing interest on financing during the period of asset construction. The Company’s policy is to apply the average weighted financial charges rate on the debt, including exchange and monetary variation, to the balance of projects in progress. The average rate used in the period was 3.90% p.a. (Mar/2009:  -0.39% p.a.), including exchange and monetary variations. Amounts capitalized in the quarters are shown below:

 

 

 

 

27

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 

 

 

 

Expenses (income)

 

 

 

 

 

 

 

Consolidated

 

 

 

Mar/2010

 

Mar/2009

 

 

 

 

 

 

Gross financial charges

 

 

354,759

 

111,207

(-) Capitalized interest

 

 

(31,582)

 

(4,482)

Net financial charges

 

 

323,177

 

106,725

 

(g)       Loan covenants

 

Certain loan agreements entered into by the Company and its subsidiaries establish limits for certain ratios involving the ability to incur debts and pay interest.

 

The first ratio imposes limits on the Company’s and its subsidiaries indebtedness based on their ability to generate EBITDA. This is calculated by dividing the Company’s consolidated net debt by its consolidated EBITDA for the last twelve months. This ratio is calculated in reais or dollars, depending on contract terms. If calculated in dollars, the closing PTAX (exchange rate disclosed by the Brazilian Central Bank) is applied to compute the net debt and the average R$/US$ rate for the last four quarters is used to calculate the EBITDA.

                                          

The second ratio to be found in the Company’s and its subsidiaries’ contracts is the division of the consolidated EBITDA by net interest, which represents the difference between interests paid and received. This ratio is verified on a quarterly basis and is only calculated in US dollars.

 

Below is a summary of the outstanding transactions and their limiting covenants:

 

 

 

Transaction

Ratio/Limit

Currency

 

 

 

Debentures

Net debt/EBITDA < 4.5

R$

Nexi financing

Net debt/EBITDA < 4.5

US$

EBITDA /Net interest > 1.5

Medium-Term Notes

Net debt/EBITDA < 4.5

R$

Export prepayments

Net debt/EBITDA < 4.5

US$

EBITDA/Net interest > 2.0

 

EBITDA for these transactions is calculated as follows:

 

Consolidated

 

Debentures

EBITDA = GP (-) GAS (+) DAC (+/-) OIE

Nexi, Export prepayments and

Medium-Term Notes

 

EBITDA = GP (-) GAS (+) DAC (+/-) OIE (+) DIOC

GP=Gross profit

OIE=Other operating income and expenses

GAS=General, administrative and selling expenses

DIOC=Dividends and interest on capital received from

DAC=Depreciation allocated to cost of sales

non-consolidated companies

28

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

The penalty for non-compliance with these covenants is the possibility of accelerated debt maturity, except for the Debentures and Medium-term Notes. In these cases, the debt maturity can only be accelerated should a new debt be issued and the ratio, after the issue, is above 4.5.

 

As of March 31, 2010 the Company has complied with all commitments assumed.

 

(h)       Transaction costs (consolidated)

 

Costs incurred to structure certain financing transactions were considered as part of the transaction costs, pursuant to CPC 08. Changes in such costs are as follows:

 

 

Mar/2010

 

Dec/2009

 

Export

 

 

 

Working

 

 

 

Export

 

 

 

Working

 

 

 

prepayments

 

Eurobonds

 

capital

 

Total

 

prepayments

 

Eurobonds

 

capital

 

Total

 

At the beginning of the

    period

17,534

 

10,507

 

10,744

 

38,785

 

30,043

 

15,763

 

 

 

 

45,806

Costs incurred

 

 

 

 

 

 

 

 

 

 

 

 

15,959

 

15,959

Amortization

(1,446)

 

(310)

 

(1,874)

 

(3,630)

 

(12,509)

 

(5,256)

 

(5,215)

 

(22,980)

At the end of the period

16,088

 

10,197

 

8,870

 

35,155

 

17,534

 

10,507

 

10,744

 

38,785

 

 

The amounts to be recognized in future statements of operations are as follows:

 

 

Mar/2010

 

Export

 

 

 

Working

 

 

 

prepayments

 

Eurobonds

 

capital

 

Total

2010

4,335

 

926

 

4,757

 

10,018

2011

5,587

 

1,236

 

2,893

 

9,716

2012

4,239

 

1,236

 

1,185

 

6,660

2013

1,927

 

1,236

 

35

 

3,198

2014 and thereafter

 

 

5,563

 

 

 

5,563

 

16,088

 

10,197

 

8,870

 

35,155

 

 

16        Debentures (public issues of non-convertible debentures)

 

 

 

 

 

 

 

 

 

 

 

Parent company/ consolidated

Issue

 

Unit value

 

Maturity

 

Interest

 

Payment of interest

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13th

 

R$ 10

 

Jun/2010

 

104.1% of CDI

 

Semi-annually as from Dec/2005

 

308,623

 

302,261

 

 

 

 

 

 

 

 

 

 

 

 

 

14th

 

R$ 10

 

Sep/2011

 

103.5% of CDI

 

Semi-annually as from Mar/2007

 

503,747

 

514,468

 

 

 

 

 

 

 

 

 

 

812,370

 

816,729

 

29

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

17        Taxes Payable

 

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

    IPI 

 

 

33,761

 

30,649

 

33,987

 

31,180

    PIS and COFINS  

 

 

14,868

 

14,469

 

16,332

 

14,866

    Income tax and social contribution

 

 

9,373

 

14,712

 

13,876

 

16,878

    ICMS

 

 

41,318

 

38,040

 

44,293

 

42,687

    Tax Recovery Program – Law 11941/09

(iv)

 

84,268

 

57,309

 

84,268

 

57,309

    Tax Recovery Program – PM 470/09

(iii)

 

683,784

 

958,052

 

683,784

 

958,052

    PAES - Law 10684/03

(ii)

 

5,108

 

7,222

 

5,315

 

7,267

    Other

 

 

17,016

 

24,425

 

17,872

 

27,157

    Total

 

 

889,496

 

1,144,878

 

899,727

 

1,155,396

 

 

 

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

 

 

 

 

   IPI – consumption materials and property, plant and       equipment

 

 

 

 

46,706

 

 

 

46,706

   COFINS - Law 9718/98

(i)

 

 

 

50,926

 

3,729

 

54,601

   Education contribution, SAT and INSS

 

 

40,086

 

40,086

 

41,268

 

41,254

   Tax Recovery Program - Law 11941/09

(iv)

 

1,172,792

 

795,177

 

1,172,792

 

795,177

   PAES - Law 10684/03

(ii)

 

34,768

 

33,621

 

35,315

 

34,386

   Other

 

 

52,987

 

81,063

 

56,782

 

84,975

   Subtotal

 

 

1,300,633

 

1,047,579

 

1,309,886

 

1,057,099

    (-) Judicial deposits

(v)

 

(72,467)

 

(61,195)

 

(75,456)

 

(64,184)

    Total

 

 

1,228,166

 

986,384

 

1,234,430

 

992,915

 

 

 (i)  COFINS – Law 9718 of 1998

 

The amounts in non-current liabilities at December 31, 2009 related to lawsuits brought by the Company and merged companies to challenge the constitutionality of the COFINS tax rate increase from 2% to 3%, instituted by Law 9718/98. The Federal Supreme Court (STF) decided in November 2005 favorably to the legality of said increase and the STF itself revisited this matter in terms of the general implications of the unconstitutionality and reiterated its ruling. In view of this, as disclosed in the financial statements as of December 31, 2009, in 2010 the Company included in the installment program of Law 11941/09 the amounts under discussion.

 

(ii)  Exceptional Tax Installment Program - PAES - Law 10684/03

 

Merged companies IPQ and Trikem, as well as subsidiary CINAL, adhered to the PAES program instituted by Federal Law 10684/03.

 

IPQ adhered to this installment payment program, after cancellation of supporting certificates (DCC’s) originated from acquisition and offsetting of third-party credits. For its part, Trikem opted for the program after filing for voluntary termination of the lawsuit challenging the COFINS tax rate increase from 2% to 3% (instituted by Law 9718 of 1998).

 

Even though the Company had met all legal requirements and payments were being made as and when due, the National Treasury Attorney’s Office (PFN) excluded Trikem from PAES on two different occasions, and the Company obtained court relief reinstating it in these two events.

30

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

The Company opted to exercise the right granted under Law 11941/2009 for installment payment of the outstanding PAES debt, thus terminating all litigations related to its exclusion from the former program.

 

 (iii)     Installment Payment Program under Provisional Measure (PM) 470/09

 

In reliance on the opinion of its outside legal advisors and in view of the benefits offered under PM 470 of October 13, 2009, management filed for voluntary termination of the lawsuits and administrative appeals by which the Company sought acknowledgment of the tax credits deriving from the acquisition of inputs taxed at a zero rate as well as IPI credit on exports and confirmed its adherence to the tax installment program introduced by said Provisional Measure.

 

In the first quarter of 2010, the activity under this program, to be settled in twelve monthly payments, was as follows:

 

 

Installment program balance at December 31, 2009

 

958,052

(-) Installments paid

 

(291,304)

(+) Interest at the benchmark rate (SELIC)

 

17,036

Installment program balance at March 31, 2010

 

683,784

 

 

 

 

As established by the Provisional Measure, the Company will no longer be entitled to any arrears charges relief in the following events: (i) if it fails to pay 3 installments, whether consecutive or not, or (ii) if it fails to pay up to 2 installments, even when all other ones have been paid. In the second case, to avoid the loss, the Company must settle them before paying the last installment.

 

(iv) Installment Payment Program under Law 11941/09

 

Law 11941 of May 27, 2009 laid down the conditions for adherence to the federal tax installment program. These conditions comprise, among others: (i) a payment term of up to 180 months; (ii) variable discounts in fines, interest and charges, depending on the payment term; (iii) the possibility of using the balance of income tax and social contribution losses to settle fines and interest. Braskem adhered to this installment payment program in the manner prescribed by said law, and has been paying the respective installments (at the minimum values) since November 30, 2009. During 2010, the Federal Revenue Secretariat is expected to make available the debt consolidation software, which should confirm the amounts recorded.

 

Based on an analysis by its outside legal advisors of the chances of success in the lawsuits and administrative proceedings to which it is a party, the Company chose to include the following taxes in this installment program:  i) Social contribution in the amount of R$ 1,012,235; ii) IPI credit on acquisition of consumption materials and property, plant and equipment, in the amount of R$ 91,461; iii) COFINS derived from the judicial dispute over the rate increase from 2% to 3% under Law 9718/98, in the amount of R$ 61,570; and iv) other taxes in the amount of R$ 55,446. Management elected the 180-month payment term.

 

 

 

 

31

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

The amounts under this program are as follows:

 

Balance of installment program at December 31, 2009

 

852,486

(+) New taxes and arrears charges included in the program

 

368,226

(-) Minimum payments

 

(27)

(+) Interest at the SELIC rate

 

36,375

Balance of installment program at March 31, 2010

 

1,257,060

   Current liabilities

 

84,268

   Non-current liabilities

 

1,172,792

 

As established by the law, the Company will no longer be entitled to any arrears charges relief if it fails to pay three installments, whether consecutive or not.

 

18        Income Tax (IR) and Social Contribution (CSL)

 

(a)               Reconciliation of income tax and social contribution effects on results of operations

 

 

 

Parent company

 

Consolidated

 

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Mar/2009

Income (loss) before income tax, social contribution and non-controlling shareholders

 

(165,035)

 

32,137

 

(160,745)

 

32,591

 

 

 

 

 

 

 

 

 

Income tax and social contribution (expense) benefit

 

 

 

 

 

 

 

 

     at the rate of 34%

 

56,112

 

(10,926)

 

54,653

 

(11,081)

 

 

 

 

 

 

 

 

 

Income tax and social contribution on equity in the results of investees

 

8,725

 

(7,954)

 

9,401

 

(7,954)

Tax effects of exemption from social contribution

 

 

 

2,892

 

 

 

2,892

Other permanent differences

 

2,700

 

(941)

 

(827)

 

(2,924)

Effects of non-recognition of income tax on tax losses

 

 

 

(37,661)

 

 

 

(37,661)

Effects of  installment programs (Note 17)

 

22,273

 

 

 

22,273

 

 

Activity in Part B of  Taxable Income Control Register (LALUR) without recording deferred IR/CSL

 

(6,330)

 

7,861

 

(6,344)

 

13,081

RTT (Note 2(b))

 

(2,676)

 

25,515

 

(2,676)

 

22,515

Other

 

67

 

67

 

67

 

67

Prior year adjustments

 

(3,356)

 

(1,255)

 

(3,356)

 

(1,791)

Tax benefits (SUDENE and PAT)

 

 

 

 

 

34

 

 

Social contribution – installment program Law 11941/09

 

(35,879)

 

 

 

(35,879)

 

 

 

 

 

 

 

 

 

 

 

Effect of income tax and social contribution on results of operations

 

41,636

 

(22,402)

 

37,346

 

(22,856)

 

 

 

 

 

 

 

 

 

Breakdown of IRPJ and CSL:

 

 

 

 

 

 

 

 

Current

 

(3,712)

 

(1,255)

 

(7,111)

 

(3,393)

CSL – installment program Law 11941/09

 

(35,879)

 

 

 

(35,879)

 

 

Deferred IR and CSL

 

81,227

 

(21,147)

 

80,336

 

(19,463)

Total income tax and social contribution in results of operations

 

41,636

 

(22,402)

 

37,346

 

(22,856)

 

As the Company recorded tax losses in the first quarter of 2010, no income tax exemption/abatement benefit occurred during the period. The tax losses were essentially due to the adoption of the cash basis for the taxation of exchange variation gains and amortization of goodwill based on expected future profitability.

 

 

 

 

 

 

 

 

32


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

(b)        Breakdown of deferred income tax and social contribution

 

Breakdown of deferred income tax

Parent company

 

Consolidated

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

Assets

 

 

 

 

 

 

 

Tax losses

455,750

 

453,764

 

455,750

 

455,850

Amortized goodwill

110,907

 

122,151

 

110,907

 

122,151

Temporary provisions

73,859

 

79,480

 

75,235

 

89,724

Transitional Tax System (RTT)

12,044

 

13,002

 

12,044

 

13,002

Other temporary differences

15,484

 

19,827

 

26,208

 

19,827

 

668,044

 

688,224

 

680,144

 

700,554

 

 

 

 

 

 

 

 

Current assets

54,546

 

55,972

 

57,285

 

59,164

Non-current assets

613,498

 

632,252

 

622,859

 

641,390

Total

668,044

 

688,224

 

680,144

 

700,554

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

RTT

157,252

 

131,996

 

157,252

 

131,996

Exchange variations

383,880

 

487,198

 

383,880

 

487,198

Other temporary differences

6,572

 

6,720

 

6,587

 

6,735

 

547,704

 

625,914

 

547,719

 

625,929

 

 

 

 

 

 

 

 

Non-current liabilities

547,704

 

625,914

 

547,719

 

625,929

Total

547,704

 

625,914

 

547,719

 

625,929

 

 

Breakdown of deferred social contribution

Parent company

 

Consolidated

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

Assets

 

 

 

 

 

 

 

Tax losses

163,146

 

163,535

 

163,160

 

163,634

Amortized goodwill

40,746

 

44,818

 

40,746

 

44,818

Temporary provisions

24,559

 

28,612

 

25,054

 

29,279

RTT

932

 

314

 

932

 

314

Other temporary differences

3,768

 

1,738

 

3,259

 

1,738

 

233,151

 

239,017

 

233,151

 

239,783

 

 

 

 

 

 

 

 

Non-current assets

233,151

 

239,017

 

233,151

 

239,783

Total

233,151

 

239,017

 

233,151

 

239,783

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

RTT

56,611

 

47,519

 

56,611

 

47,519

Exchange variations

138,197

 

175,391

 

138,197

 

175,391

 

194,808

 

222,910

 

194,808

 

222,910

 

 

 

 

 

 

 

 

Non-current liabilities

194,808

 

222,910

 

194,808

 

222,910

Total

194,808

 

222,910

 

194,808

 

222,910

 

 

 

 

 

 

 

33

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

(c)     Social Contribution on Net Income (CSL)

 

On December 31, 2009, the Company, based on the opinion of its legal advisors, announced its decision to exercise the right granted by Law 11941/09 to pay in installments the CSL amounts due by merged companies Trikem and Polialden that were previously the subject matter of lawsuits involving the constitutionality of Law 7689/88.

 

It should be noted that the Company, always based on the opinion of its legal advisors, decided to exclude from the installment program those amounts related to isolated fines. In this connection, the Taxpayers’ Council has consistently rendered decisions (including on lawsuits to which the Company is a party) stating that simultaneously imposing an isolated and a regular fine on the same taxable event is illegal. Fines being contested amount to R$ 117,001 at March 31, 2010.

 

Furthermore, considering that the federal government did not file a suit to set aside the judgment in the case of OPP Química, management understands that, from a juridical viewpoint, the first final decision favorable to the company still holds. Accordingly, assessment notices drawn up by the Federal Revenue against OPP Química will also not be included in the installment program. The amount involved, updated for monetary restatement and the benchmark interest rate is R$ 218,990.

 

Finally, the Company is still entertaining the possibility of challenging in court the validity of regular fines imposed by the tax authorities. Management, based on the opinion of its legal advisors, understands that until such time as its request to withdraw from the legal actions at the administrative and judicial levels is formally acknowledged, the payments to be made to the federal government are not overdue. These amounts equal R$ 176,374.

 

(d)     Tax Incentives

 

(d.1) Income tax

 

Until calendar year 2011, the Company has the right to reduce by 75% the income tax on the profit arising from sales of basic petrochemicals and utilities produced at the Camaçari plant. The three polyethylene plants at Camaçari are entitled to this same reduction until base years 2011, 2012 and 2016. The PVC plant in Camaçari will also enjoy this benefit until base year 2013.

 

Caustic soda, chlorine, dichloroethane and caprolactam production activities are entitled to a 75% reduction in the income tax rate until base year 2012.

 

 

(d.2)  Value-added tax on sales and services (VAT) - ICMS

 

The Company has ICMS tax incentives granted by the State of Alagoas under the Integrated Development Program for the State of Alagoas (PRODESIN). This incentive is designed to foster the installation and expansion of industrial facilities in the State, and is credited to “Other operating income” in the results of operations for the year.

34

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

19        Other Accounts Payable

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Credit notes

 

2,885

 

1,249

 

2,885

 

1,249

Commissions/customer bonuses

 

11,568

 

17,621

 

11,568

 

17,621

Insurance premiums

 

11,580

 

15,575

 

11,590

 

15,584

Provision for restoration of environmental damages

(i)

52,453

 

57,797

 

52,453

 

57,797

Market value of derivative instruments

 

22,558

 

27,108

 

22,558

 

27,108

Sundry judicial provisions

(ii)

84,138

 

83,998

 

85,239

 

85,203

Advances from customers

 

19,429

 

37,990

 

19,429

 

37,990

Leasing agreements

 

16,675

 

18,741

 

16,675

 

18,741

Other accounts payable

 

90,781

 

51,183

 

126,252

 

80,153

Total

 

312,067

 

311,262

 

348,649

 

341,446

 

 

 

 

 

 

 

 

 

Current liabilities

 

143,757

 

116,815

 

171,602

 

135,450

Non-current liabilities

 

168,310

 

194,447

 

177,047

 

205,996

 

 

 

 

 

 

 

 

 

 

(i)     The Company has a provision for future expenditures for the restoration of environmental damages at some of its plants.

 

(ii)   Based on the opinion of its outside legal advisors, the Company provides for litigation involving amounts that are considered as a probable loss. The provision for civil and labor claims is computed based on the amounts claimed by the authors and the historic percentage of the Company to settle such suits (Note 21).

 

The breakdown of the provisions is shown below:

 

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

 

 

Labor claims

 

23,943

 

23,943

 

25,044

 

25,148

Tax lawsuits

 

50,382

 

50,242

 

50,382

 

50,242

Civil claims

 

1,695

 

1,695

 

1,695

 

1,695

Other contingencies

 

8,118

 

8,118

 

8,118

 

8,118

 

 

84,138

 

83,998

 

85,239

 

85,203

 

20        Stockholders’ Equity

 

(a)       Capital

 

At March 31, 2010, subscribed and paid-up capital is R$ 5,473,181, comprising 520,928,154 shares with no par value, of which 190,462,446 are common, 329,871,890 are class “A” preferred, and 593,818 are class “B” preferred shares.

 

In May 2009, on account of the merger of Triunfo (Note 1 (b.1)), the Company’s capital was increased by         R$ 97,379, from R$ 5,375,802 to R$ 5,473,181, through the issue of 13,387,157 class “A” preferred shares.

 

The Extraordinary Shareholders’ Meeting held on February 25, 2010, authorized capital increases, irrespective of a bylaw amendment, up to the limit of 1,152,937,970 shares, being 535,661,731 common,  616,682,421 class “A” preferred, and 593,818 class “B” preferred shares. In any event, the number of preferred shares with no or limited rights to vote must not exceed 2/3 of the Company’s total capital.

35

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 

(b)        Rights attaching to shares

 

Preferred shares carry no voting rights, but they have priority to a minimum non-cumulative annual dividend of 6% per annum on their unit value, if profits are available for distribution. Only Class “A” preferred shares are on a par with common shares for entitlement to remaining profits; dividends are available to common shares only after the priority dividend has been paid to preferred shares. Further, only Class “A” preferred shares rank equally with common shares in the distribution of shares resulting from capitalization of other reserves. Only Class “A” preferred shares are convertible into common shares, by resolution of the majority of voting shares at general meetings. Class “B” preferred shares  may be converted into Class “A” preferred shares at a ratio of two Class “B” preferred shares to each Class “A” preferred share, upon written notice to the Company at any time (after expiration of the non-convertibility period prescribed in special legislation that authorized the issuance and payment of such shares by using tax incentive funds).

 

If the Company is wound up, Class “A” and “B” preferred shares are accorded priority treatment in repayment of capital.

 

Shareholders are entitled to a minimum mandatory dividend of 25% of the net profits for the year, adjusted in accordance with the requirements of Brazilian Corporation Law.

 

According to the Memorandums of Understanding for the Shareholders Agreement, the Company is required to distribute dividends not lower than 50% of the annual net profits, to the extent that the reserves necessary for its effective operation in the ordinary course of business are maintained at a sufficient level.

 

Under the terms of the U.S. dollar-denominated Medium-Term Notes (Note 15), the payment of dividends or interest on capital is limited to twice the minimum dividends due under the Company’s bylaws.

 

(c)                Treasury stock

 

At March 31, 2010, treasury stock corresponded to 1,506,060 class “A” preferred shares in the amount of R$ 11,932, as a result of the interest in Braskem previously held by merged company Trikem. The total value of such shares is R$ 19,714, based on the average quotation of the stock exchange session on March 31, 2010.

 

(d)       Appropriation of net income

 

According to the Company’s bylaws, net income for the year, adjusted in accordance with Law  6404/76, is appropriated as follows: (i) 5% for constituting the legal reserve, not to exceed 20% of the capital; (ii) 25% for payment of non-cumulative mandatory dividends, with due regard for the legal and statutory priorities of the preferred shares. When the amount of the priority dividend paid to the preferred shares equals or exceeds 25% of the net result for the year, calculated as per article 202 of the Brazilian Corporation Law, this characterizes full payment of the mandatory dividend. Where there are amounts in addition to the mandatory dividend following payment of the priority dividend, these will be applied: (i) in payment to the common shares of a dividend up to the limit of the priority dividend of the preferred shares; (ii) if a balance still remains, in the distribution of an additional dividend to the common and the Class “A” preferred shares in equal conditions, so that each common or preferred share of that class receives the same dividend. Net income for 2009 was used to absorb part of the accumulated deficit and, for this reason, management did not distribute any amount by way of dividends or interest on capital for that year.

 

36

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

(e)        Carrying value adjustments

 

This account was introduced by Law 11638/07 to recognize stockholders’ equity amounts which have not yet been recorded in the statement of operations but will be in the future. The account includes the following amounts:

 

 

Mar/2010

 

Dec/2009

 

 

 

 

 

 

 

Financial assets classified as available-for-sale, net of income tax and social contribution (Note 5)

 

4,459

 

1,127

 

 

 

4,459

 

1,127

 

Hedge transactions (Note 22, f.3 (iii))

 

 

 

 

 

Braskem S.A.

 

(11,296)

 

(3,427)

 

Braskem Inc.

 

(72,175)

 

(63,877)

 

 

 

(83,471)

 

(67,304)

 

 

 

(79,012)

 

(66,177)

 

 

21        Contingencies

 

(a)         Labor and social security

 

Collective Bargaining Agreement – Section 4

 

The Petrochemical, Plastics, Chemicals and Related Industry Workers Union in the State of Bahia (SINDIQUÍMICA) and the Employers’ Association of the Petrochemical and Synthetic Resins Industries in the State of Bahia (SINPEQ) are disputing in court the validity of a wage and salary indexation clause contained in the collective bargaining agreement, given the issue of public policy involved, namely, the adoption of an economic stabilization plan in 1990 that put a limit on wage adjustments. The Company ran plants in the region in 1990, and is a member of SINPEQ.

 

The employees’ labor union seeks retroactive adjustment of wages and salaries. In December 2002, the STF confirmed a previous decision of the Superior Labor Court (TST), determining that economic policy legislation should prevail over collective bargaining agreements and, as such, no adjustment was due. In 2003, SINDIQUÍMICA appealed this decision by means of a motion for clarification, which was rejected by unanimous opinion on May 31, 2005.

 

On October 24, 2005, SINDIQUÍMICA filed a further appeal. This plea was forwarded to the General Prosecutor Office of the Republic, which rendered an opinion fully favorable to SINPEQ in November 2006. Judgment of this appeal started on June 28, 2007, but was adjourned as one of the judges asked for further access to the case records.

 

In reliance on the opinion of its legal advisors, Management believes that SINPEQ is likely to prevail in this suit and, as such, no amount was provided.

 

National Social Security Institute - INSS

 

The Company is party to several social security disputes in the administrative and judicial spheres, totaling    R$ 278,875 (updated by the SELIC rate) as of March 31, 2010.

 

In reliance on the legal advisors’ opinion that the Company stands possible chances of success in these cases, Management believes that nothing is payable in connection with assessments raised against it and, as such, no amount was provided.

37

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

Other labor and social security contingencies

 

·         In the second quarter of 2005, the Chemical and Petrochemical Industry Workers Unions in Triunfo (RS) and Camaçari (BA) filed several lawsuits for recovery of unpaid overtime. The Company has presented its defense to the claims, and – in reliance on the legal advisors’ opinion – the Company’s Management does not expect any losses to arise from the final outcome thereof.

 

·         As of March 31, 2010, the Company and its subsidiaries are defendants in 1,438 suits for damages and labor claims (already including those mentioned above), totaling approximately R$ 479,294 (Dec/09 -    R$ 420,638). According to the opinion of legal advisors, most of these suits are likely to be found for the Company. For the cases entailing a probable loss, the Company and its subsidiaries have provisioned

R$ 25,044.

 

(b)         Tax

 

(i)     Corporate Income Tax (IRPJ) and Social Contribution on Net Income (CSL)

 

In 1995, the Federal Revenue Secretariat (SRF) served notice on merged company Copesul, which had recorded IRPJ and CSL credits for the 1994 base period, relating to monetary adjustment of balance sheet items and equity accounting results due to the accounting for dividends distributed by a subsidiary abroad.  The current value involved in this dispute is R$ 21,812. The appeal lodged by the National Treasury at the Higher Tax Appeals Chamber (CSRF) is pending judgment. According to the Company’s legal advisors, the likelihood of a favorable outcome in this case is possible.

 

(ii)   IPC/BTNF - Law 8200/91

 

In 1995, merged company Copesul was assessed by SRF on the alleged underpayment of income tax (IR) and social contribution on net income (CSL) during 1992 to 1994, as the company availed itself of differences between the IPC/BTNF indices without the restrictions imposed by Law 8200/91. The assessment notice was judged valid in 1996. From then on, the Treasury Attorney’s Office had powers to file a tax foreclosure suit to collect the debt in question. 

 

However, by virtue of a preliminary injunction awarded in a suit intended to prevent the Federal Revenue Secretariat from demanding IR and CSL for fiscal year 1995 and following years, the Federal Government understood that the above-mentioned debts could not be collected. In 2006, although the period of limitation had already lapsed, the National Treasury filed a tax foreclosure suit to collect the amounts.

 

Braskem filed a writ of mandamus to cancel the tax foreclosure and was awarded a favorable decision by the Regional Federal Court – 4th region. The National Treasury appealed to the Superior Court of Justice (STJ). Braskem has already one favorable vote dismissing the Treasury’s appeal.

 

Based on the opinion of its outside legal advisors, the Company understands that the chances of a favorable outcome are probable and, as such, no provision was recorded.

 

(c)          Other court disputes involving the Company and its subsidiaries

 

Civil matters

 

The Company is defendant in civil lawsuits filed by the controlling owner of a former caustic soda distributor and a carrier that rendered services to the latter, totaling R$ 30,312 at March 31, 2010.  These plaintiffs seek redress for damages caused by the Company’s alleged non-fulfillment of the distributor agreement. In reliance on the opinion of the legal advisors representing the Company in these lawsuits, management believes that it is possible that the cases will be rejected by the courts, and for this reason the respective amounts have not been provided.

38

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 

Corporate matters

 

Some holders of preferred shares issued under tax incentive programs sued the merged companies Nitrocarbono, OPP Química, Salgema, Trikem, Polialden and Politeno, claiming entitlement to profits remaining after payment of the priority dividend, on equal footing with the holders of common shares and/or Class ‘A’ preferred shares (if applicable), as well as entitlement to voting rights until the distribution of dividends on that basis is resumed. The amount involved in those suits, all with possible chances of success, total R$ 14,719.

 

22        Financial Instruments

 

Non-derivative financial instruments

 

At March 31, 2010 and December 31, 2009, Braskem and its subsidiaries had the following non-derivative financial instruments, as defined in OCPC 03.

 

 

 

Book value

 

Fair value

 

 

Mar/2010

 

Dec/2009

 

Mar/2010

 

Dec/2009

Cash and cash equivalents (Note 4)

 

 

 

 

 

 

 

 

   Financial investments in Brazil

 

 

 

 

 

 

 

 

   Investments in FIQ Sol

 

1,097,678

 

1,239,279

 

1,097,678

 

1,239,279

   Fixed-income securities

 

247,295

 

318,919

 

247,295

 

318,919

 

 

1,344,973

 

1,558,198

 

1,344,973

 

1,558,198

 

 

 

 

 

 

 

 

 

   Financial investments abroad

 

 

 

 

 

 

 

 

   Investment funds in foreign currency

 

52,942

 

58,447

 

52,942

 

58,447

   Time deposits

 

500,654

 

732,513

 

500,654

 

732,513

 

 

553,596

 

790,960

 

553,596

 

790,960

 

 

 

 

 

 

 

 

 

Marketable securities (Note 5)

 

 

 

 

 

 

 

 

U.S. Treasury bonds

 

285,194

 

261,884

 

284,900

 

261,884

Shares held for trading

 

85

 

25,761

 

85

 

25,761

Investments in FIQ Sol

 

314,495

 

179,175

 

314,495

 

179,175

 

 

599,774

 

466,820

 

599,480

 

466,820

 

 

 

 

 

 

 

 

 

Loans and financing (Note 15)

 

 

 

 

 

 

 

 

Foreign currency

 

 

 

 

 

 

 

 

Advances on foreign exchange contracts

 

 

 

1,098

 

 

 

1,098

Working capital

 

691,194

 

674,373

 

691,194

 

674,373

BNDES

 

198,833

 

195,858

 

198,833

 

195,858

Eurobonds

 

2,314,074

 

2,250,037

 

2,486,507

 

2,426,823

Raw material financing

 

16,509

 

16,077

 

16,509

 

16,077

Medium-Term Notes

 

455,132

 

457,748

 

564,608

 

559,759

Export prepayments

 

2,740,373

 

2,669,597

 

2,740,373

 

2,669,597

Project financing (NEXI)

 

94,155

 

101,895

 

94,155

 

101,895

 

 

6,510,270

 

6,366,683

 

6,792,179

 

6,645,480

 

 

 

 

 

 

 

 

 

Local currency

 

 

 

 

 

 

 

 

Working capital

 

685,582

 

767,111

 

685,582

 

767,111

FINAME

 

190

 

260

 

190

 

260

BNDES

 

1,347,923

 

1,374,259

 

1,347,923

 

1,374,259

BNB

 

410,526

 

389,582

 

410,526

 

389,582

FINEP

 

78,785

 

84,246

 

78,785

 

84,246

 

 

2,523,006

 

2,615,458

 

2,523,006

 

2,615,458

 

 

 

 

 

 

 

 

 

Debentures (Note 16)

 

 

 

 

 

 

 

 

Debentures

 

812,370

 

816,729

 

808,130

 

810,016

 

 

812,370

 

816,729

 

808,130

 

810,016

 

 

 

 

 

 

 

 

 

39

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

·                    Risks and derivative financial instruments

 

(a)               Risk management

 

The Company is exposed to market risk arising from variations in commodity prices, foreign exchange rates and interest rates, and to credit risk arising from the possibility of default by its counterparties in financial investments, accounts receivable and derivatives.

 

The Company adopts procedures for managing market and credit risks, in line with a Financial Management Policy and a Risk Management Policy. The aim of risk management is to protect the Company’s cash flow and reduce the threats to financing its operating working capital and investment programs.

 

(b)               Exposure to foreign exchange risks

 

The Company has commercial transactions denominated in, or indexed to, foreign currencies. The prices of the Company’s inputs and products are denominated in or strongly influenced by international commodity quotations, which are usually denominated in U.S. dollars. Furthermore, the Company has long-term borrowing in foreign currencies, which leads to exposure to the variation in the foreign exchange rates between the real and the foreign currencies. The Company manages its foreign currencies exposure using a combination of foreign currency debt, foreign currency investments and derivatives. The Company’s foreign exchange risk management policy contemplates maximum and minimum cover limits which must be obeyed, and which are continually monitored.

 

(c)                Exposure to interest rate risks

 

The Company is exposed to the risk that variations in floating interest rates lead to an increase in financial expenses with future interest payments. The floating-rate foreign currency debt is subject mainly to fluctuations in Libor. Domestic currency debt is subject mainly to the variation of the Long-term Interest Rate (TJLP), fixed rates in Reais and daily variation of the CDI rate.

 

(d)               Exposure to commodity risks

 

The Company is exposed to variation in the prices of various petrochemical commodities, especially its main raw material, naphtha. The Company seeks to pass on the price oscillations of this raw material caused by fluctuations in international prices. However, part of its sales may be made using fixed-price contracts or within a maximum and/or minimum floating range. These contracts may be commercial agreements or derivative contracts associated to forward sales. At March 31, 2010, the Company had no outstanding contracts of a derivative nature.

40

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

(e)                Exposure to credit risks

 

The operations that subject the Company and its subsidiaries to concentration of credit risk are mainly bank accounts, financial investments and other accounts receivables, exposing the Company to the risk of the financial institution or customer involved. In order to manage this risk, the Company keeps its bank accounts and financial investments with large financial institutions, weighting the concentrations in line with the institutions’ ratings and the prices observed in the Credit Default Swaps (CDS) market, as well as entering into netting agreements that minimize the overall credit risk arising from the various financial transactions carried out among the parties.

 

In regard to customer credit risk, the Company protects itself by making detailed analyses before granting credit and by obtaining real guarantees and sureties, when deemed necessary.

 

(f)                                        Derivative instrument transactions

 

The Company uses derivative financial instruments for the following purposes:

 

f.1) Hedging: Hedging activities are executed in line with the Company’s policies. The financial management policy includes a continuous short-term hedge program for foreign exchange risk arising from its transactions and financial items. Other market risks are covered on a case-by-case basis. In general, the Company assesses the need for hedging when analyzing prospective transactions and seeks to undertake a made-to-measure hedge for the transactions under consideration, in addition to maintaining the hedge for the entire period of the transaction being covered.

 

The Company may elect to designate derivatives as hedges for accounting purposes pursuant to OCPC 03. Designation of the hedge is not mandatory. The Company will usually elect to designate derivatives as a hedge when it is expected that the application of hedge accounting will significantly improve the understanding of the offsetting effect of the derivatives on the variations of the items being hedged.

 

At March 31, 2010, the Company had financial derivative contracts with a total nominal amount of                  R$ 2,385,688 (Dec 2009 - R$ 2,382,262), of which R$ 279,655 relates to hedge transactions for the financing of projects and R$ 2,106,033 relates to export prepayment transactions (see f, f.3 (i.a) and (i.b) below). There were no derivatives used for other purposes.

 

f.2) Modifying the return on other instruments: The Company may use and has used derivatives to modify the return on investments or the interest rate or the indexation of financial liabilities, based on judgments made regarding the most appropriate conditions for the Company. When the modified return risk using derivatives is substantially lower for the Company, the transaction is considered hedged. When the Company uses derivatives to modify investment returns, it seeks to match the obligations it will have by virtue of the derivative with the rights represented by the investments. When it uses derivatives to modify the interest rate or indexation on liabilities, it seeks to match the rights it will have by virtue of the derivative with the obligations represented by the liabilities. These transactions involving modification of investment returns or interest rates or indexation on financial commitments are undertaken for an amount not exceeding that of the underlying investment or commitment. The Company does not leverage its positions using derivatives. At March 31, 2010 and 2009, the Company had no transactions of this nature.

41

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

f.3) Monetization of certain risks: The Company may use derivatives to monetize certain risks it considers acceptable on account of its exporting profile. By monetizing a risk, Braskem receives financial income in exchange for compensating the counterparty should a specific event occur. As of March 31, 2010 and 2009, the Company had no transactions with that purpose.

 

All derivative financial instruments held as of March 31, 2010 were entered into on the OTC market with large financial counterparties and supported by global derivative agreements in Brazil and abroad.

 

The derivative financial instruments are shown on the balance sheet at their fair value, as assets or liabilities, should the fair value represent a positive or negative balance for the Company, respectively. The derivative financial instruments must be classified as “trading instruments”. The periodic variances in the fair value of the derivatives are recognized as financial revenue or expense in the same period in which they occur, except when the derivative is designated and qualifies for cash flow hedge accounting in the period in question.

 

The fair value of the derivatives is obtained:

a)   from public sources in the case of exchange-traded derivatives;

b)   using discounted cash flow models when the derivative is a forward purchase or sale or a swap contract; and

c)   using option contract valuation models, such as the Black-Scholes model, when the derivative contains option features.

 

The valuation assumptions (model “inputs”) are obtained from sources that reflect the most current observable market prices, particularly interest rate curves and forward currency prices disclosed on the Mercantile and Futures Exchange, spot foreign exchange rates disclosed by the Brazilian Central Bank, and international interest rate curves disclosed by well-know quotation services like Bloomberg or Reuters.

42

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

At March 31, 2010, the Company had no derivatives that required non-observable prices for calculating their fair value.

 

The table below shows all the derivative financial instruments existing as of March 31, 2010. The “Receipts (payments)” column shows the amounts received or paid for the settlements during 2009, while the “Income (expense)” column shows the effect recognized in financial income or expense associated with the settlements and the variance in the fair value of the derivatives for the period ended March 31, 2010:

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

Carrying

 

 

 

 

Notional

 

 

 

Fair value

 

Loss

 

Receipts

 

value

 

Fair value

Identification

 

value

 

Maturity

 

Dec/2009

 

(gain)

 

(payments)

 

adjustment

 

Mar/2010

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Derivative transaction

 

 

 

 

 

 

 

 

 

 

 

 

YEN-CDI swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Note 22, f.3i (i.a))

(*)

 279,655

 

Jun/2012

 

27,108

 

592

 

(5,142)

 

 

 

22,558

 

 

 

 

 

 

 27,108

 

592

 

(5,142)

 

 

 

22,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current liabilities (“Other accounts payable”)

 

 

 

           27,108

 

 

 

 

 

 

 

22,558

 

 

 

 

 

 

27,108

 

 

 

 

 

 

 

            22,558

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hedge accounting transactions

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Libor-fixed)

(**)

TUS$ 725,000

 

Oct/2013

 

73,333

 

 

 

 

 

20,717

 

94,050

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Libor-fixed)

(**)

TUS$ 457,500

 

Jul/2014

 

5,471

 

 

 

 

 

10,047

 

15,518

 

 

 

 

 

 

78,804

 

 

 

 

 

30,764

 

          109,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

(5,334)

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

           52,559

 

 

 

 

 

 

 

57,238

Non-current liabilities

 

 

 

 

 

31,579

 

 

 

 

 

 

 

52,330

 

 

 

 

 

 

           78,804

 

 

 

 

 

 

 

109,568

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(*) Exchange hedge of NEXI financing

 

 

 

 

 

 

 

 

 

 

 

 

(**) Interest rate hedge (designated for hedge accounting)

 

 

 

 

 

 

 

 

 

 

 

43

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

i) Derivatives outstanding at March 31, 2010

 

As of March 31, 2010, the Company and its subsidiaries had the following derivative financial instruments:

 

i.a) Project financing (NEXI)-linked swaps

 

At March 31, 2010, the Company has four currency swap contracts with a total nominal value of R$ 279,655, contracted for hedging the financing in Yen with floating interest rates and maturing in March and June 2012. The purpose of these swaps is to offset the fluctuation risk in the Yen-Real foreign exchange rate arising from the financing, and to offset the risk of variation in future expenses arising from interest payments. The term, amount, settlement dates and yen interest rates of the swaps are matched to the terms of the financing. The Company intends to hold these swaps until the financing is settled.

 

The characteristics of each swap are listed below:

 

Identification

 

Notional value

 

Interest rate

 

Maturity

 

Fair value

 

 

 

 

Mar/2010

 

Dec/2009

Swap NEXI I

 

28,987

 

104.29%CDI

 

 

Jun/12

 

1,984

 

1,907

Swap NEXI II

 

136,495

 

101.85%CDI

 

Mar/12

 

13,493

 

18,449

Swap NEXI III

 

91,851

 

103.98%CDI

 

Jun/12

 

5,904

 

5,635

Swap NEXI IV

 

22,322

 

103.98%CDI

 

Jun/12

 

1,177

 

1,117

 

 

279,655

 

 

 

 

 

22,558

 

27,108

 

These contracts may require Braskem to make guarantee deposits under certain conditions. At March 31, 2010, Braskem had no guarantee deposits outstanding in regard to these derivatives. The counterparties in these transactions are prime banks with ‘A’ credit ratings or better from rating  agencies Moody’s, Standard & Poor’s or Fitch, which is in accordance with the discount rates used to reflect the counterparty credit risk.

 

The Company elected not to designate these swaps as hedges for accounting purposes, since the main risk protected, foreign exchange rate variation, is satisfactorily represented by the simultaneous results of foreign exchange variation of the financing and variation in the fair value of the derivative. As a result, the periodic variation in the fair value of the swaps is recorded as financial income or expense in the same period in which they occur. In the first quarter of 2010, the Company recognized financial expense of  R$ 592 (financial expense of R$ 16,013 in the first quarter of  2009) relating to changes in the fair value of these swaps.

 

i.b) Export prepayment-linked interest rate swaps

 

At March 31, 2010, the Company and its subsidiary Braskem Inc. had sixteen interest rate swap contracts with a total nominal value of US$ 1,182,500 thousand, which they entered into to hedge export prepayment debt contracted in U.S. dollars and at (Libor-based) floating interest rates in October 2008 and April 2009, maturing in October 2013 and July 2014 (Note 15(b)). Under these swaps, the Company receives floating rates (Libor) and pays fixed rates periodically, in a manner that matches the prepayment debt cash flow.  The objective of these swaps is to offset the variation in future financial debt expenses caused by Libor rate fluctuation. The terms, amount, settlement dates and floating interest rates match those of the debt. The Company intends to hold these swaps until the financing is settled.

44

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

These swaps were designated as cash flow hedges of the fluctuating Libor risk on specified debt, for the purposes of hedge accounting. The changes in the fair value of the derivatives designated as cash flow hedges that are highly effective in offsetting cash flow variations in the hedged item are recognized in the shareholders' equity under Carrying value adjustments up to the date on which the respective variation of the hedged item impacts the result. The impact of Libor on the hedged item is expected to impact the results of the Company and its subsidiary in each debt interest appropriation period, beginning on the disbursement date and continuing to its maturity date.

 

The Company tests the effectiveness of these hedges on the closing date of each reporting period using the accrued monetary offset method. Under this method, the hedge is considered effective if the cash flow variation of the derivatives is between 80% and 125% of the variation of the hedged item caused by the risk being covered. The effectiveness test on March 31, 2010 showed that the derivatives were effective in offsetting the variations in the hedged item caused by Libor fluctuations during the period from the time they were contracted until the end of the reporting period, and that all other conditions that qualify these instruments for hedge accounting were met. As a result, the effective portion of the variation in the fair value of the derivatives, in the amount of R$ 30,764 (Note 22, f.3 (iii)), was recorded as Carrying value adjustments. The Company reclassified from that account to financial expense the amount of R$ 14,597, relating to the portion of the offsetting effect of derivatives on the hedged item in the period ended March 31, 2010. The characteristics of the swap transactions, by company, are listed below:

 

 

Identification

 

Notional value

US$ thousand

 

Interest rate

 

Maturity

 

Fair value

 

 

 

 

Mar/2010

 

Dec/2009

Swap EPP I

 

100,000

 

3.9100

 

Oct/13

 

13,299

 

10,432

Swap EPP II

 

100,000

 

3.9100

 

Oct/13

 

13,299

 

10,432

Swap EPP III

 

100,000

 

3.9525

 

Oct/13

 

13,526

 

10,652

Swap EPP IV

 

25,000

 

3.8800

 

Oct/13

 

3,285

 

2,569

Swap EPP V

 

50,000

 

3.5675

 

Oct/13

 

5,735

 

4,329

Swap EPP VI

 

100,000

 

3.8800

 

Oct/13

 

13,139

 

10,276

Swap EPP VII

 

50,000

 

3.5800

 

Oct/13

 

5,769

 

4,362

Swap EPP VIII

 

100,000

 

3.8225

 

Oct/13

 

12,832

 

9,979

Swap EPP IX

 

100,000

 

3.8850

 

Oct/13

 

13,166

 

10,302

 

 

725,000

 

 

 

 

 

94,050

 

73,333

 

 

 

 

Current liabilities

 

44,494

 

41,754

 

 

 

 

Non-current liabilities

 

49,556

 

31,579

45

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 

Identification

 

Notional value

US$ thousand

 

Interest rate

 

Maturity

 

Fair value

 

 

 

 

Mar/2010

 

Dec/2009

Swap EPP X

 

35,000

 

2.5000

 

Mar/14

 

1,241

 

1,108

Swap EPP XI

 

75,000

 

1.9500

 

Jul/14

 

648

 

2,114

Swap EPP XII

 

100,000

 

2.1200

 

Nov/13

 

3,213

 

133

Swap EPP XIII

 

50,000

 

2.1500

 

Nov/13

 

1,687

 

(94)

Swap EPP XIV

 

50,000

 

2.6400

 

Apr/14

 

2,798

 

740

Swap EPP XV

 

100,000

 

2.6200

 

Apr/14

 

5,488

 

448

Swap EPP XVI

 

47,500

 

1.6700

 

Jun/13

 

443

 

1,022

 

 

457,500

 

 

 

 

 

15,518

 

5,471

 

 

 

 

Current liabilities

 

12,745

 

10,805

 

 

 

 

Non-current liabilities

 

2,773

 

 

 

 

 

 

Non-current assets

 

 

 

(5,334)

 

The “Interest rate” column shows the contractual fixed rate which the Company pays in exchange for receiving Libor.

 

These contracts may require the Company and its subsidiary to make guarantee deposits under certain conditions. At March 31, 2010, the Company and its subsidiary had no guarantee deposits outstanding in regard to these derivatives. The counterparties in these transactions are prime banks with “A” credit ratings or better from the agencies Moody’s, Standard & Poor’s or Fitch, which is in accordance with the discount rates used to reflect the counterparty credit risk.

 

The value at risk of derivatives held by the Company at March 31, 2010, defined as the greatest loss that may result, in one month, in 95% of the instances, under normal market conditions, was estimated by the Company at US$ 122,118 thousand for EPP and R$ 22,151 for NEXI swaps.

 

ii) Exposure by counterparty

Outstanding exposure of the Company to the risk of counterparty default in derivative financial instruments is listed in the table below, taking into account the market values of the derivatives plus the guarantees:

 

Counterparty

 

Principal

 

Exposure Mar/2010

Barclays

 

              84,598

 

(444)

BBVA

 

            356,200

 

(26,598)

BES

 

            445,250

 

(10,230)

Calyon

 

            311,675

 

(22,546)

Citibank

 

            292,274

 

(20,221)

Deutsche Bank

 

            151,385

 

(3,959)

HSBC

 

            133,575

 

(648)

JP Morgan

 

            136,496

 

(13,492)

Santander

 

            474,237

 

(33,751)

 

 

 

 

 

 

 

2,385,690

 

(131,889)

46

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

In order to manage the credit risk, the Company considers the rating and the prices on the Credit Default Swaps market relating to its counterparties in derivatives, and also enters into netting agreements that minimize the total credit risk arising from the different financial transactions carried out between the parties.

 

(iii) Components of Carrying Value Adjustments account due to hedge transactions

 

The Company has designated certain derivatives as cash flow hedges, thus giving rise to movements on the Carrying Value Adjustments account (Note 20(e)). The appropriation of interest accruing in the period is made to interest expense in the financial expenses group. The summary of changes is presented below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Movement in

 

 

 

 

Balance

 

Appropriation of

 

effective

 

Balance

 

 

Dec/2009

 

accrued interest

 

portion of hedge

 

Mar/2010

 

 

 

 

 

 

 

 

 

Swaps EPP Braskem Inc.

 

           (63,877)

 

         12,419

 

            (20,717)

 

            (72,175)

Swaps EPP Braskem S.A.

 

             (3,427)

 

2,178

 

            (10,047)

 

              (11,296)

 

 

           (67,304)

 

         14,597

 

            (30,764)

 

            (83,471)

 

 

 

 

 

 

 

 

 

 

 

(g)                                       Sensitivity analysis

 

Financial instruments, including derivatives, are subject to variations in their fair value arising from the fluctuations in commodity prices, foreign exchange rates, interest rates, shares and shares indices, price indices and other variables. The sensitivity analysis of derivative and non-derivative financial instruments to these variables is shown below:

 

i)              Risk selection

 

The Company selected the three market risks that may most affect the value of the financial instruments it holds, being: a) the US dollar-real foreign exchange rate; b) the Yen-Real foreign exchange rate; c) the Libor floating interest rate.

 

For the purposes of the risk sensitivity analysis, the Company shows currency exposures as if they were independent, that is, without reflecting in the exposure to one foreign exchange rate the risk of variation in other foreign exchange risks that might be indirectly influenced by it.

47

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

ii)            Scenario selection

 

Pursuant to CVM Instruction 475/08, the Company includes three scenarios in the sensitivity analysis, one of which is probable and the other two representing scenarios with adverse effects for the Company. In preparing the adverse scenarios, the Company considered only the impact of the variables on the financial instruments, including derivatives, and on the hedged items. It did not take into account the overall impact on the Company’s operations, such as that involving a change in the valuation of inventories and future income and expenses. Since the Company manages its exchange exposure on a net basis, adverse effects verified when the US dollar rises against the Real can be offset by the opposite effects on the operating results of the Company.

 

The probable scenario considered was the one published by the FOCUS study disclosed by the Brazilian Central Bank on March 31, 2010. In the case of the interest rate variables not included in the FOCUS study, the probable scenario taken into account was the percentage variation of the CDI. In the case of the foreign exchange rate variables not included in the FOCUS study, the probable scenario taken into account was the percentage variation of the US dollar against the Brazilian Real.

 

The possible and extreme adverse scenarios for the US Dollar-Real foreign  exchange rate considered a rise of 25% and 50%, respectively, in the quotation of the Real in relation to the dollar at end of the first quarter of  2010.

 

The possible and extreme adverse scenarios for the Yen-Real exchange rate considered, respectively, a rise of 25% and 50%, in relation to its level at the end of the first quarter of 2010.

 

The possible and extreme scenarios for the Libor interest rate considered a decrease of 25% and 50%, respectively, for the Libor quotation compared to its level at the end of the first quarter of 2010.

 

The sensitivity results in the tables below show the variations in the value of the financial instruments in each scenario, with the exception of table (v), which shows the variations in future cash flows.

 

iii)          Sensitivity to the U.S. Dollar-Real foreign exchange rate

 

The sensitivity of each financial instrument, including derivatives and the items they cover, to variations in the U.S. Dollar–Real foreign exchange rate is shown in the table below:

 

Instrument

 

Probable

 

Possible adverse (25%)

 

Extreme adverse (50%)

BNDES

 

(16,352)

 

(383,202)

 

(766,403)

Eurobonds

 

(24,687)

 

(578,519)

 

(1,157,037)

Raw material financing

 

(176)

 

(4,127)

 

(8,255)

Investment funds in foreign currency

 

552

 

12,938

 

25,877

Medium-Term Notes

 

(4,855)

 

(113,783)

 

(227,566)

Export prepayments

 

(4,855)

 

(113,783)

 

(227,566)

Time deposits

 

5,341

 

125,164

 

250,327

U.S. Treasury bonds

 

3,039

 

71,225

 

142,450

Export prepayment debt, plus hedge,

    as follows:

 

 

 

 

 

 

      Prepayment debt

 

(22,222)

 

(520,753)

 

(1,041,506)

      Swap EPP (see f, f.3, i.b)

 

22,346

 

523,652

 

1,047,304

iv)           

 

48

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

iv)                                                                                  Sensitivity to the Yen-Real foreign exchange rate

 

The sensitivity of each financial instrument, including derivatives and the items they cover, to variation in the Yen-Real foreign exchange rate is shown in the table below:

 

Instrument

 

Probable

 

Possible adverse (25%)

 

Extreme adverse (50%)

 

Project financing (NEXI), plus swaps, as follows:

 

 

 

 

 

 

      Debt (NEXI)

 

(1,004)

 

(23,539)

 

(47,078)

      Swaps (NEXI) (Note f.3 (i.a))

 

1,224

 

28,667

 

57,354

 

v)            Sensitivity of future cash flows to floating Libor interest rates

 

The sensitivity of future interest income and expenses of each financial instrument, including the effect of derivatives and the items they cover, is shown in the table below. The figures represent the impact on financial income (expenses) taking into account the average term of the respective instrument.

 

 

 

Instrument

 

Probable

 

Possible adverse (25%)

 

Extreme adverse (50%)

Working capital/ Structured transactions

 

(264)

 

(4,039)

 

(8,041)

Raw material financing

 

(1)

 

(16)

 

(33)

Export prepayment debt, plus hedge, as follows:

 

 

 

 

 

 

   Prepayment debt

 

(446)

 

(6,835)

 

(13,623)

   Swap EPP (Note  f.3(i.b))

 

446

 

6,835

 

13,623

 

 

49

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

23        Financial Income (Expenses)

 

 

Parent company

 

Consolidated

 

 

 

 

 

 

 

 

 

 

 

Mar/2010

 

Mar/2009

 

Mar/2010

 

Mar/2009

 

 

 

 

 

 

 

 

 

Financial income

 

 

 

 

 

 

 

 

Interest income

 

39,909

 

59,807

 

39,635

 

61,453

Monetary variation

 

20,270

 

27,855

 

21,215

 

27,793

Exchange variation

 

39,056

 

(54,691)

 

53,048

 

(56,249)

Other

 

1,906

 

2,011

 

3,528

 

1,667

 

 

101,141

 

34,982

 

117,426

 

34,664

 

 

 

 

 

 

 

 

 

Financial expenses

 

 

 

 

 

 

 

 

Interest expenses

 

(154,442)

 

(208,590)

 

(143,879)

 

(175,855)

Monetary variation

 

(50,599)

 

(50,427)

 

(50,601)

 

(49,939)

Exchange variation

 

(210,278)

 

141,452

 

(227,701)

 

118,915

Losses on derivative transactions

 

 

 

(16,014)

 

 

 

(16,014)

Interest on tax debts – SELIC

(i)

(262,577)

 

(18,616)

 

(262,876)

 

(18,617)

Tax expenses on financial transactions

 

(3,490)

 

(11,802)

 

(3,829)

 

(12,421)

Discounts granted

 

(2,005)

 

(29,517)

 

(13,942)

 

(42,744)

Borrowing transaction costs – amortization

 

(2,101)

 

(632)

 

(3,630)

 

(2,670)

Adjustment to present value – appropriation

 

(34,675)

 

(19,067)

 

(38,758)

 

(32,439)

Other

 

(15,527)

 

(9,347)

 

(17,372)

 

(11,422)

 

 

(735,694)

 

(222,560)

 

(762,588)

 

(243,206)

 

 

 

 

 

 

 

 

 

Financial income (expenses), net

 

(634,553)

 

(187,578)

 

(645,162)

 

(208,542)

 

(i) Includes interest on tax debts included in installment programs. (Note 17(iii) (iv))

 

24        Other Operating Income (Expenses)

 

In the first quarter of 2009, the Company recognized R$ 96,562 resulting from the favorable outcome on a lawsuit filed by merged company Copesul to challenge the increase in the PIS and COFINS calculation basis established by Law 9718/98.

 

25        Insurance Coverage

 

Braskem and its subsidiaries, pursuant to the policy approved by the Board of Directors, have an extensive risk management program. Under the program, BCM (Business Continuity Management), which enables improvements in the continuing operations of the industrial units as a whole, thus enhancing their risk classification, was resumed in the first quarter of 2010. Currently, 90% of Braskem’s value at risk is rated as “above standard” based on criteria generally accepted in the insurance market.

 

 The insurance program provides coverage for all insurable corporate assets, as well as for potential losses involving interruption of production, by means of an “all risks” policy. This policy stipulates the amount of indemnity for maximum probable damage, considered sufficient to cover possible events, bearing in mind the nature of the Company’s activity and the advice of its insurance consultants. The current policy was renewed for 18 months through October 8, 2011 and includes the following coverage:

 

 

 

 

 

 

 

50

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

 

Braskem

 

Quantiq

 

 

US$ (000)

 

R$

 

 

 

 

 

Minimum limit of indemnification for inventories, property, plant and equipment, and loss of profits, per event

 

2,000,000

 

71,751

Insured assets and loss of profits

 

17,079,743

 

7,751

 

Additionally, the Company takes out transportation, group life, sundry risks and vehicle insurance. The risk assumptions adopted are not part of the scope of the audit, and consequently have not been examined by our independent auditors.

 

 

26        Private Pension Plans

 

The actuarial obligations relating to the pension and retirement plans are assessed and accounted for in conformity with the procedures established by CVM Deliberation 371/2000.

 

(a)               ODEPREV

 

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

 

As of March 31, 2010, the number of active participants in ODEPREV is 3,057 (Mar/09 – 2,648) and the Company’s and employees’ contributions amounted to R$ 1,884 (first quarter of 2009 – R$ 1,729) and         R$ 4,908 (first quarter of 2009– R$ 4,276), respectively.

 

(b)               PETROS - Fundação PETROBRAS de Seguridade Social

 

·                    PETROS Braskem Plan

 

On June 30, 2005, the Company informed PETROS – Fundação Petrobras de Seguridade Social of its intention to withdraw sponsorship of the defined benefit plan (Plano Petros Braskem). Such withdrawal was ratified by the Supplementary Pensions Department (an entity of the Ministry of Social Security, whose role is to regulate and supervise private pension plans), on April 29, 2009. The financial settlement of the Plan took place during 2009, with 100% of the individual withdrawal reserves being made available to participants. More than 99% of the participants exercised their option to use the funds in accordance with the alternatives available.

 

The sponsorship withdrawal process will be completed in 2010 with the payment of the surplus of the plan, after deduction of administrative expenses and payment to the remaining participants.

 

·                    PETROS Copesul Plan

 

Braskem and part of its employees originally hired by merged company Copesul are sponsors of PETROS, in defined benefit retirement plans.

 

At March 31, 2010, participants comprise 283 active employees (Mar/09 - 358) and the Company’s and employees’ contributions were R$ 1,169 (first quarter of 2009 – R$ 1,156) and R$ 801 (first quarter of 2009 – R$ 1,238), respectively.

 

51

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

As contemplated in the regulations of PETROS and applicable legislation, in the event there is a significant insufficiency in technical reserves, the sponsors and participants will contribute additional funds, or benefits under the plan will be adapted to the resources available. Until the end of the first quarter of 2010, no supplementary contribution was required.

 

(c)               COPESULPREV – Plano Copesul de Previdência Complementar

 

The Board of Directors of Copesul, in May 2003, approved the institution of the Copesul Supplementary Pension Plan known as COPESULPREV, a defined contribution private pension plan. This plan seeks to meet the needs of employees not covered by the former PETROS plan, now closed to new entrants. The plan is administered through PETROS in an independent manner, with no links to any other pension plan managed by that entity today, in compliance with the provisions of Supplementary Law 109/2001.

 

As the Company withdraw as a sponsor in August 2009, no contributions to the plan were made in 2010 (first quarter of 2009 – Company’s and employees’ contributions of R$ 401 and R$ 324, respectively).

 

(d)               Fundação Francisco Martins Bastos – FFMB

 

Since the merger of IPQ, the Company is a sponsor of Fundação Francisco Martins Bastos - FFMB, a private supplementary pension plan that was set up to manage and operate the defined benefit pension plan for the Ipiranga Group employees.

 

In June 2009, the Company formally notified FFMB of its withdrawal from the Benefit Plan and related amendments, in accordance with the Foundation’s bylaws. The calculation of the participants’ mathematical reserves was completed in November 2009, when the corresponding withdrawal process was submitted to the  approval of the Supplementary Pensions Department.

 

Due to the Company’s withdrawal as a sponsor in June 2009, no contributions were made to the plan in 2010 (first quarter of 2009 – Company’s and employees’ contributions of R$ 757 and R$ 205, respectively).

 

(e)               Triunfo Vida

 

Since the merger of Petroquímica Triunfo, the Company is a sponsor of Triunfo Vida, a private supplementary pension entity, designed to manage and operate the defined contribution pension plan for Petroquímica Triunfo employees.

 

At March 31, 2010, participants in this plan comprise 123 active employees. The Company’s and employees’ contributions amounted to R$ 81 (first quarter of 2009 - none) and R$ 126 (first quarter of 2009 – R$ 158), respectively.

 

 

52

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

 

27                Subsequent Events

 

(a)    Acquisition of Sunoco Chemicals Inc.

As described in a relevant event notice published in February 2010, Braskem and Sunoco, Inc , a U.S. oil company, entered into an agreement for the acquisition by the Company, through its subsidiary Braskem America, of assets associated with the polypropylene business owned by Sunoco Chemicals Inc. in the United States. The acquisition was completed on April 1, 2010, upon full payment of the purchase price, in the amount of US$ 350 million. Following the acquisition, the name of the new subsidiary of Braskem in the United States was changed to Braskem PP Americas (“PP Americas”).

 

PP Americas has a production capacity of 950 thousand metric tons/year of polypropylene at 3 plants located in La Porte (State of Texas), Marcus Hook (State of Pennsylvania), and Neal (State of West Virginia), as well as a technology center in Pittsburgh (State of Pennsylvania). The three plants account for 13% of the installed polypropylene production capacity in the United States. The headquarters of  PP Americas is located in the city of Philadelphia (State of Pennsylvania).

 

(b)   Capital increase

As part of the Investment Agreement referred to in Note 1.b.2, the Board of Directors of the Company, at a meeting held on March 3, 2010, and in accordance with its powers, authorized the issue of  250,000,000 common and 62,500,000 class “A” preferred shares to be exclusively subscribed by Company stockholders. 

 

On April 14, 2010, the Board of Directors ratified the subscription and payment of 243,206,530 common and 16,697,781 class “A” preferred shares, and the consequent cancellation of 6,793,470 common and 45,802,219 class “A” preferred shares. Proceeds from the issue totaled R$ 3,742,622, of which R$ 1,363,880 was allocated to the capital reserve account and R$ 2,378,742 to capital stock, which went from R$ 5,473,181 to                   R$ 7,851,923, comprising 780,832,465 shares, being 433,668,976 common, 346,569,671 class “A” preferred, and 593,818 class “B” preferred shares.

 

(c)    Acquisition of Quattor Participações S.A.

As part of the Investment Agreement referred to in Note 1.b.2, on April 27, 2010 the Company acquired the equivalent to 60% of the total and voting capital of Quattor Participações S.A (“Quattor”) owned by Unipar. The price paid for the shares was R$ 659,454. Additionally, the Company assumed Unipar’s undertaking with respect to the option held by BNDES Participações S.A. (“BNDESPAR”) to sell shares representing 25% of the total and voting capital of a Quattor subsidiary named Rio Polimeros S.A.

 

As a result of the change in control over Quattor, the Company will initiate in the second quarter of 2010 a public offer process (“OPA”) for the acquisition of  7,688 common and 1,542,006 preferred shares held by minority stockholders of Quattor’s subsidiary named Quattor Petroquímica S.A.. The shares included in the OPA correspond to 0.68% of the total capital of Quattor Petroquímica.

 

(d)    Investments in Venezuela

Braskem and Pequiven have agreed to evaluate a new structure for their petrochemical projects in Venezuela, through jointly-controlled entities Propilsur and Polimerica (Note 11(a.2)), in order to adjust their characteristics to the new reality of the international market. The main changes are expected to be introduced in the polypropylene plan project under the responsibility of Propilsur. The location and size of this plant would be altered so as to maintain the implementation schedule and reduce investments required by approximately 60%.

53

 


 

(A free translation of the original in Portuguese)

 

Braskem S.A.

ITR – Quarterly Information – Base Date 3/31/2010                                                                                                       Unaudited

 

 

 

The original Propilsur project contemplated the building of a dehydrogenation unit to convert propane into the raw material propene. This unit would be integrated with a popyropylene plant with a production capacity of 450 thousand metric tons/year, to be built at the Jose Industrial Complex in the State of Anzoátegui.

Due to the downturn in the international credit markets since the beginning of the 2008 crisis, as well as the costs of the original project, estimated at around US$ 1.0 billion, in December 2009 the state-owned Venezuelan oil company PDVSA presented an alternative raw material supply source – the Refining Complex of Paranaguá, in the State of Falcón. Pequiven and Braskem then agreed to evaluate the feasibility of a change in the polypropylene plant location.

It is expected that the raw material supplied by PDVSA will be sufficient to build a plant with a capacity of 300 thousand metric tons/year of polypropylene production, thus making the investment in the intermediate propane dehydrogenation unit unnecessary. Accordingly, the total estimated investment would decline to approximately  US$ 500 million. Studies on the new configuration of the Propilsur project will begin in the second quarter of 2010, while the start-up is still expected to occur in 2013, should the conditions proposed by Pequiven, PDSA and the Venezuelan government be confirmed.

With the new configuration and change in the polypropylene project location, combined with the possibility of future offer of ethane gas and/or other raw material sources by the PDVSA Refining complex in Paraguaná, Pequiven and Braskem also agreed to postpone for one year the Polimérica project, originally intended to be build at the Jose Petrochemical Complex. This project entails the implementation of three polyethylene production units with an approximate capacity of 1.1 million metric tons/year, that would be integrated to a ethene production unit of 1.3 million metric tons/year, with an investment of some US$ 3 billion.

Such postponement will enable the evaluation of the conditions and possibilities of raw material supply by the project by the Paraguaná Complex, as this option could be more competitive than the original one. Should this decision prevail, the units could commence operations in 2015.

Given the prospects of development of the projects, no provision was recorded for loss of the amounts already invested.

(e)    Absorption of accumulated deficit

At the General Stockholders’ Meeting held on April 30, 2010, the absorption of R$ 1,061,871 from the balance of the accumulated deficit account was approved, through the use of capital reserves.

 

(f)    Acquisition of 100% of Unipar Comercial and 33.3% of Polibutenos

 

As part of the Investment Agreement announced on January 22, 2010 (Note 1 (b.2)), on May 10, 2010, the Company acquired 12,600,000 common shares of Unipar Comercial held by Unipar, representing 100% of the voting capital of Unipar Comercial. Also on May 10, 2010, the Company acquired 282,448,478 common shares of Polibutenos held by Unipar, representing 33.3% of the voting capital, and as a result Braskem now directly and indirectly holds 66.6% of the voting and total capital of that company.

 

54

 

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: August 16, 2010
  BRASKEM S.A.
 
 
  By:      /s/      Marcela Aparecida Drehmer Andrade
 
    Name: Marcela Aparecida Drehmer Andrade
    Title: Chief Financial Officer

 

FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.