Form 6-K

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934

For the month of July, 2013

Commission File Number: 001-14950


ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)


Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
São Paulo, SP, Brazil  01317-910
(Address of Principal Executive Offices)

 
Indicate by check mark whether the registrant files or will file annual reports under cover of 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):

Yes
   
No
X

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):

Yes
   
No
X

 



 
 
 

 

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS



ITEM
 

1.
Individual and Consolidated Interim Financial Information for the Three Months Ended June 30, 2013
   
2.
Earnings release 2Q13
   
3.
Board of Directors Minutes
   
4.
Notice to Shareholders
   
5. Code of Ethics
 
 
 
 

 
 
Item 1
 
 
 
(Convenience Translation into English from
the Original Previously Issued in Portuguese)
 
   
 
 
Ultrapar Participações S.A.
and Subsidiaries
 
 
Individual and Consolidated
Interim Financial Information
for the Three-Month Period
Ended June 30, 2013 and
Report on Review of Interim
Financial Information
 
 
 
 

 
 
Ultrapar Participações S.A. and Subsidiaries
 
Individual and Consolidated Interim Financial Information for the Three-Month Period Ended June 30, 2013
 
Table of contents


Report on Review of Interim Financial Information
3– 4
   
Balance sheets
5 – 6
   
Income statements
7 – 8
   
Statements of comprehensive income
9 – 10
   
Statements of changes in equity
11 – 12
   
Statements of cash flows - Indirect method
13 – 14
   
Statements of value added
15
   
Notes to the interim financial information
16 – 94
   
Management report
95 – 102
 
 
 
 

 
 
(Convenience Translation into English from the Original Previously Issued in Portuguese)
 
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
 
 
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
São Paulo - SP
 
Introduction
 
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (the “Company”), identified as Parent and Consolidated, respectively, included in the Interim Financial Information Form (ITR), for the three-month period ended June 30, 2013, which comprises the balance sheet as of June 30, 2013 and the related statements of income and comprehensive income for the three and six-month periods then ended and of changes in equity and cash flows for the six-month period then ended, including the explanatory notes.
 
The Company’s Management is responsible for the preparation of the individual interim financial information in accordance with technical pronouncement CPC 21 (R1) - Interim Financial Information and the consolidated interim financial information in accordance with CPC 21 (R1) and the international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board - IASB, as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities Commission (CVM), applicable to the preparation of the Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
 
Scope of review
 
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 - Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with standards on auditing and, consequently, does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
 
Conclusion on individual interim financial information
 
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1), applicable to the preparation of the Interim Financial Information (ITR), and presented in accordance with the standards issued by CVM.
 
 
 

 
 
(Convenience Translation into English from the Original Previously Issued in Portuguese)
 
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION

 
Conclusion on consolidated interim financial information
 
Based on our review, nothing has come to our attention that causes us to believe that the accompanying consolidated interim financial information included in the ITR referred to above was not prepared, in all material respects, in accordance with CPC 21 (R1) and IAS 34, applicable to the preparation of Interim Financial Information (ITR), and presented in accordance with the standards issued by CVM.
 
Emphasis of matter
 
Restatement of corresponding amounts
 
We draw attention to note 2.w) to the interim financial information, which states that due to the changes in the accounting policy for joint ventures and for employee benefits, the individual and consolidated corresponding figures relating to the balance sheet as of December 31, 2012, and the individual and consolidated corresponding interim financial information relating to the statements of income and comprehensive income for the three and six-month periods ended June 30, 2012 and of changes in equity, cash flows and value added (supplemental information) for the six-month period ended June 30, 2012, presented as comparative information, have been adjusted and are restated as required by CPC 23 and IAS 8 - Accounting Policies, Changes in Accounting Estimates and Errors, and CPC 26 (R1) and IAS 1 (Revised 2007) - Presentation of Financial Statements. Our conclusion is not qualified in respect of this matter.
 
Other matters
 
Statements of value added
 
We have also reviewed the individual and consolidated statements of value added, for the six-month period ended June 30, 2013, prepared under the responsibility of the Company’s Management, the presentation of which is required by the standards issued by the CVM applicable to the preparation of Interim Financial Information (ITR) and considered as supplemental information for International Financial Reporting Standards - IFRS, which do not require the presentation of these statements. These statements were subject to the same review procedures described above, and, based on our review, nothing has come to our attention that causes us to believe that they were not prepared, in all material respects, consistently with the individual and consolidated interim financial information taken as a whole.
 
The accompanying individual and consolidated interim financial information has been translated into English for the convenience of readers outside Brazil.
 
São Paulo, July 31, 2013
 
DELOITTE TOUCHE TOHMATSU
Edimar Facco
Auditores Independentes
Engagement Partner
 
 
 
 

 
 
Ultrapar Participações S.A. and Subsidiaries
 
Balance sheets
 
as of June 30, 2013 and December 31, 2012
 
(In thousands of Brazilian Reais)
 
         
Parent
   
Consolidated
 
Assets
 
Note
   
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
 
 
Current assets
                             
Cash and cash equivalents
 
4
     
546,894
     
76,981
     
2,060,161
     
2,021,114
 
Financial investments
 
4
     
33,253
     
216
     
1,024,515
     
961,184
 
Trade receivables
 
5
     
-
     
-
     
2,483,474
     
2,306,521
 
Inventories
 
6
     
-
     
-
     
1,396,585
     
1,290,694
 
Recoverable taxes
 
7
     
45,694
     
63,266
     
401,077
     
477,959
 
Dividends receivable
         
179,548
     
57,014
     
-
     
1,292
 
Other receivables
         
1,102
     
314
     
30,209
     
20,463
 
Prepaid expenses
 
10
     
-
     
-
     
99,633
     
53,811
 
    Total current assets
         
806,491
     
197,791
     
7,495,654
     
7,133,038
 
 
Non-current assets
                                     
Financial investments
 
4
     
-
     
-
     
104,533
     
149,530
 
Trade receivables
 
5
     
-
     
-
     
130,505
     
137,359
 
Related parties
 
8.a
     
767,149
     
781,312
     
10,858
     
10,858
 
Deferred income and social contribution taxes
 
9.a
     
7
     
43
     
430,623
     
469,331
 
Recoverable taxes
 
7
     
-
     
25,999
     
44,595
     
49,070
 
Escrow deposits
         
148
     
232
     
557,896
     
533,729
 
Other receivables
         
-
     
-
     
11,750
     
10,978
 
Prepaid expenses
 
10
     
-
     
-
     
83,497
     
79,652
 
           
767,304
     
807,586
     
1,374,257
     
1,440,507
 
                                       
Investments
                                     
In subsidiaries
 
11.a
     
5,337,490
     
5,773,288
     
-
     
-
 
In joint-ventures
 
11.a;11.b
     
19,551
     
19,759
     
36,709
     
28,209
 
In associates
 
11.c
     
-
     
-
     
13,096
     
12,670
 
Other
         
-
     
-
     
2,814
     
2,814
 
Property, plant and equipment
 
12;14.i
     
-
     
-
     
4,686,115
     
4,667,020
 
Intangible assets
 
13
     
246,163
     
246,163
     
1,977,666
     
1,965,296
 
           
5,603,204
     
6,039,210
     
6,716,400
     
6,676,009
 
                                       
Total non-current assets
         
6,370,508
     
6,846,796
     
8,090,657
     
8,116,516
 
                                       
Total assets
         
7,176,999
     
7,044,587
     
15,586,311
     
15,249,554
 

The accompanying notes are an integral part of these interim financial information.
 
 
5

 
 
Ultrapar Participações S.A. and Subsidiaries

Balance sheets

as of June 30, 2013 and December 31, 2012

(In thousands of Brazilian Reais)
 
         
Parent
   
Consolidated
 
Liabilities
 
Note
   
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
 
Current liabilities
                             
Loans
 
14
     
-
     
-
     
1,723,259
     
1,573,031
 
Debentures
 
14.g
     
13,841
     
50,412
     
19,433
     
52,950
 
Finance leases
 
14.i
     
-
     
-
     
1,883
     
1,974
 
Trade payables
 
15
     
39
     
177
     
986,259
     
1,297,735
 
Salaries and related charges
 
16
     
141
     
138
     
207,869
     
252,526
 
Taxes payable
 
17
     
30
     
3,059
     
134,598
     
107,673
 
Dividends payable
 
20.g
     
8,579
     
213,992
     
15,295
     
222,351
 
Income and social contribution taxes payable
         
-
     
-
     
40,875
     
75,235
 
Post-employment benefits
 
24.b
     
-
     
-
     
10,035
     
10,035
 
Provision for assets retirement obligation
 
18
     
-
     
-
     
3,482
     
3,719
 
Provision for tax, civil and labor risks
 
23.a
     
-
     
-
     
53,017
     
49,514
 
Other payables
         
214
     
214
     
13,170
     
56,453
 
Deferred revenue
 
19
     
-
     
-
     
13,059
     
18,054
 
Total current liabilities
         
22,844
     
267,992
     
3,222,234
     
3,721,250
 
Non-current liabilities
                                     
Loans
 
14
     
-
     
-
     
3,594,038
     
3,151,689
 
Debentures
 
14.g
     
797,240
     
795,479
     
1,397,054
     
1,395,269
 
Finance leases
 
14.i
     
-
     
-
     
43,401
     
40,939
 
Related parties
 
8.a
     
-
     
-
     
3,872
     
3,872
 
Deferred income and social contribution taxes
 
9.a
     
-
     
-
     
85,922
     
84,924
 
Provision for tax, civil and labor risks
 
23.a
     
524
     
519
     
562,666
     
550,963
 
Post-employment benefits
 
24.b
     
-
     
-
     
125,511
     
118,460
 
Provision for assets retirement obligation
 
18
     
-
     
-
     
67,977
     
66,692
 
Other payables
         
-
     
-
     
94,109
     
99,565
 
Deferred revenue
 
19
     
-
     
-
     
8,731
     
9,853
 
Total non-current liabilities
         
797,764
     
795,998
     
5,983,281
     
5,522,226
 
Shareholders’ equity
                                     
Share capital
 
20.a
     
3,696,773
     
3,696,773
     
3,696,773
     
3,696,773
 
Capital reserve
 
20.c
     
20,246
     
20,246
     
20,246
     
20,246
 
Revaluation reserve
 
20.d
     
6,583
     
6,713
     
6,583
     
6,713
 
Profit reserves
 
20.e
     
2,221,555
     
2,221,555
     
2,221,555
     
2,221,555
 
Treasury shares
 
20.b
     
(114,885
)
   
(114,885
)
   
(114,885
)
   
(114,885
)
Additional dividends to the minimum mandatory dividends
 
20.g
     
-
     
147,195
     
-
     
147,195
 
Retained earnings
         
530,007
     
2,994
     
530,007
     
2,994
 
Valuation adjustments
 
2.c;20.f
     
(12,602
)
   
(12,615
)
   
(12,602
)
   
(12,615
)
Cumulative translation adjustments
 
2.r;20.f
     
8,714
     
12,621
     
8,714
     
12,621
 
Shareholders’ equity attributable to:
                                     
Shareholders of the Company
         
6,356,391
     
5,980,597
     
6,356,391
     
5,980,597
 
Non-controlling interests in subsidiaries
         
-
     
-
     
24,405
     
25,481
 
Total shareholders’ equity
         
6,356,391
     
5,980,597
     
6,380,796
     
6,006,078
 
Total liabilities and shareholders’ equity
         
7,176,999
     
7,044,587
     
15,586,311
     
15,249,554
 

The accompanying notes are an integral part of these interim financial information.
 
 
6

 
 
Ultrapar Participações S.A. and Subsidiaries

Income statements

For the period ended June 30, 2013 and 2012

(In thousands of Brazilian Reais, except earnings per share)
 
         
Parent
 
   
Note
   
04/01/2013 to 06/30/2013
   
01/01/2013 to 06/30/2013
   
04/01/2012 to 06/30/2012
   
01/01/2012 to 06/30/2012
 
Net revenue from sales and services
 
25
     
-
     
-
     
-
     
-
 
Cost of products and services sold
 
26
     
-
     
-
     
-
     
-
 
                                       
Gross profit
         
-
     
-
     
-
     
-
 
                                       
Operating income (expenses)
                                     
Selling and marketing
 
26
     
-
     
-
     
-
     
-
 
General and administrative
 
26
     
(2,342
)
   
(5,196
)
   
(1,895
)
   
(4,967
)
Income from disposal of assets
 
27
     
-
     
-
     
-
     
-
 
Other operating income, net
         
2,343
     
5,246
     
1,889
     
4,967
 
                                       
Operating income before financial income (expenses) and share of profit of subsidiaries and joint ventures
         
1
     
50
     
(6
   
-
 
Financial income
 
28
     
28,061
     
48,602
     
28,480
     
63,017
 
Financial expenses
 
28
     
(28,640
)
   
(45,760
)
   
(22,550
)
   
(49,184
)
Share of profit of subsidiaries and joint ventures
 
11
     
331,963
     
584,956
     
229,008
     
414,052
 
                                       
Income before income and social contribution taxes
         
331,385
     
587,848
     
234,932
     
427,885
 
                                       
Income and social contribution taxes
                                     
Current
 
9.b
     
(49,317
)
   
(60,908
)
   
(2,011
)
   
(4,069
)
Deferred
 
9.b
     
(1
)
   
(36
)
   
3
     
(622
)
Tax incentives
 
9.b;9.c
     
-
     
-
     
-
     
-
 
           
(49,318
)
   
(60,944
)
   
(2,008
)
   
(4,691
)
                                       
Net income for the period
         
282,067
     
526,904
     
232,924
     
423,194
 
                                       
Net income for the period attributable to:
                                     
Shareholders of the Company
         
282,067
     
526,904
     
232,924
     
423,194
 
Non-controlling interests in subsidiaries
         
-
     
-
     
-
     
-
 
                                       
Earnings per share (based on weighted average of shares outstanding) – R$
                                     
Basic
 
29
     
0.5281
     
0.9866
     
0.4362
     
0.7925
 
Diluted
 
29
     
0.5259
     
0.9823
     
0.4344
     
0.7893
 
 
The accompanying notes are an integral part of these interim financial information.
 
 
7

 
 
Ultrapar Participações S.A. and Subsidiaries

Income statements

For the period ended June 30, 2013 and 2012

(In thousands of Brazilian Reais, except earnings per share)
 
                Consolidated  
     
Note
     
04/01/2013
to
06/30/2013
     
01/01/2013
to
06/30/2013
     
04/01/2012
to
06/30/2012
     
01/01/2012
to
06/30/2012
 
Net revenue from sales and services
   
25
     
15,204,104
     
28,804,072
     
13,037,739
     
25,428,965
 
Cost of products and services sold
   
26
     
(14,043,739
)    
(26,580,121
)    
(12,031,174
)    
(23,522,746
)
                                         
Gross profit
           
1,160,365
     
2,223,951
     
1,006,565
     
1,906,219
 
                                         
Operating income (expenses)
                                       
Selling and marketing
   
26
     
(433,957
)
   
(848,603
)
   
(393,151
)
   
(770,255
)
General and administrative
   
26
     
(241,864
)
   
(485,577
)
   
(216,742
)
   
(411,262
)
Income from disposal of assets
   
27
     
9,188
     
14,722
     
(2,772
   
(4,267
)
Other operating income, net
           
19,532
     
35,245
     
13,524
     
23,070
 
                                         
Operating income before financial income (expenses) and share of profit of joint ventures and associates
           
513,264
     
939,738
     
407,424
     
743,505
 
Financial income
   
28
     
47,501
     
100,438
     
51,809
     
115,021
 
Financial expenses
   
28
     
(141,723
)
   
(255,282
)
   
(138,917
)
   
(267,536
)
Share of profit of joint ventures and associates
   
11
     
(83
)
   
(2,042
)
   
2,924
     
5,968
 
                                         
Income before income and social contribution taxes
           
418,959
     
782,852
     
323,240
     
596,958
 
                                         
Income and social contribution taxes
                                       
Current
   
9.b
     
(125,052
)
   
(244,695
)
   
(67,341
)
   
(143,841
)
Deferred
   
9.b
     
(22,249
)
   
(30,051
)
   
(29,561
)
   
(43,832
)
Tax incentives
   
9.b;9.c
     
12,023
     
22,100
     
8,060
     
16,776
 
             
(135,278
)
   
(252,646
)
   
(88,842
)
   
(170,897
)
                                         
Net income for the period
           
283,681
     
530,206
     
234,398
     
426,061
 
                                         
Net income for the period attributable to:
                                       
Shareholders of the Company
           
282,067
     
526,904
     
232,924
     
423,194
 
Non-controlling interests in subsidiaries
           
1,614
     
3,302
     
1,474
     
2,867
 
                                         
Earnings per share (based on weighted average of shares outstanding) – R$
                                       
Basic
   
29
     
0.5281
     
0.9866
     
0.4362
     
0.7925
 
Diluted
   
29
     
0.5259
     
0.9823
     
0.4344
     
0.7893
 
 
The accompanying notes are an integral part of these interim financial information.
 
 
8

 
 
Ultrapar Participações S.A. and Subsidiaries
 
Statements of comprehensive income
 
For the period ended June 30, 2013 and 2012

(In thousands of Brazilian Reais)
 
         
Parent
 
     
Note
   
04/01/2013 to 06/30/2013
     
01/01/2013 to 06/30/2013
     
04/01/2012 to 06/30/2012
     
01/01/2012 to 06/30/2012
 
                                     
Net income for the period attributable to shareholders of the Company
       
282,067
     
526,904
     
232,924
     
423,194
 
Net income for the period attributable to non-controlling interests in subsidiaries
       
-
     
-
     
-
     
-
 
                                     
Net income for the period
       
282,067
     
526,904
     
232,924
     
423,194
 
                                     
Valuation adjustments
 
2.c;20.f
   
(6
)
   
13
     
21
     
(162
)
Cumulative translation adjustments
 
2.r;20.f
   
20,102
     
(3,907
)
   
8,380
     
9,523
 
                                     
Total comprehensive income for the period
       
302,163
     
523,010
     
241,325
     
432,555
 
Total comprehensive income for the period attributable to shareholders of the Company
       
302,163
     
523,010
     
241,325
     
432,555
 
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries
       
-
     
-
     
-
     
-
 

The accompanying notes are an integral part of these interim financial information.
 
 
9

 
 
Ultrapar Participações S.A. and Subsidiaries
 
Statements of comprehensive income
 
For the period ended June 30, 2013 and 2012

(In thousands of Brazilian Reais)
 
            Consolidated  
       
Note
     
04/01/2013 to 06/30/2013
     
01/01/2013 to 06/30/2013
     
04/01/2012 to 06/30/2012
     
01/01/2012 to 06/30/2012
 
                                         
Net income for the period attributable to shareholders of the Company
           
282,067
     
526,904
     
232,924
     
423,194
 
Net income for the period attributable to non-controlling interests in subsidiaries
           
1,614
     
3,302
     
1,474
     
2,867
 
                                         
Net income for the period
           
283,681
     
530,206
     
234,398
     
426,061
 
                                         
Valuation adjustments
   
2.c;20.f
     
(6
)
   
13
     
21
     
(162
)
Cumulative translation adjustments
   
2.r;20.f
     
20,102
     
(3,907
)
   
8,380
     
9,523
 
                                         
Total comprehensive income for the period
           
303,777
     
526,312
     
242,799
     
435,422
 
Total comprehensive income for the period attributable to shareholders of the Company
           
302,163
     
523,010
     
241,325
     
432,555
 
Total comprehensive income for the period attributable to non-controlling interest in subsidiaries
           
1,614
     
3,302
     
1,474
     
2,867
 

The accompanying notes are an integral part of these interim financial information.
 
 
10

 
 
Ultrapar Participações S.A. and Subsidiaries
Statements of changes in equity
For the period ended June 30, 2013 and 2012
(In thousands of Brazilian Reais)
 
                         
Profit reserve
         
Other comprehensive income
                     
Shareholders’ equity
attributable to:
       
   
Note
 
Share
capital
   
Capital reserve
   
Revalua-
tion reserve
   
Legal reserve
   
Investments reserve
   
Retention of profits
   
Valuation adjustments
   
Cumulative translation adjustments
   
Retained earnings
   
Treasury shares
   
Additional dividends to the minimum mandatory dividends
   
Shareholders of the Company
   
Non-controlling interests in subsidiaries
   
Consolidated shareholders’ equity
 
Balance as of December 31, 2012
     
3,696,773
   
20,246
   
6,713
   
273,842
   
614,647
   
1,333,066
   
23
   
12,621
   
-
   
(114,885
)
 
147,195
   
5,990,241
   
25,495
   
6,015,736
 
Adoption of IAS 19 (CPC 33(R2)) - Employee benefits
 
2.w
 
-
   
-
   
-
   
-
   
-
   
-
   
(12,638
)
 
-
   
2,994
   
-
   
-
   
(9,644
)
 
(14
)
 
(9,658
)
Balance as of December 31, 2012 - restated
     
3,696,773
   
20,246
   
6,713
   
273,842
   
614,647
   
1,333,066
   
(12,615
)
 
12,621
   
2,994
   
(114,885
)
 
147,195
   
5,980,597
   
25,481
   
6,006,078
 
Net income for the period
     
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
526,904
   
-
   
-
   
526,904
   
3,302
   
530,206
 
Other comprehensive income:
                                                                                       
Valuation adjustments for financial instruments
 
2.c; 20.f
 
-
   
-
   
-
   
-
   
-
   
-
   
13
   
-
   
-
   
-
   
-
   
13
   
-
   
13
 
Currency translation of foreign subsidiaries
 
2.r; 20.f
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
(3,907)
   
-
   
-
   
-
   
(3,907
)
 
-
   
(3,907
)
Total comprehensive income for the period
     
-
   
-
   
-
   
-
   
-
   
-
   
13
   
(3,907)
   
526,904
   
-
   
-
   
523,010
   
3,302
   
526,312
 
                                                                                         
Realization of revaluation reserve
 
20.d
 
-
   
-
   
(130
)
 
-
   
-
   
-
   
-
   
-
   
130
   
-
   
-
   
-
   
-
   
-
 
Income and social contribution taxes on realization of revaluation reserve of subsidiaries
 
20.d
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
(21
)
 
-
   
-
   
(21
)
 
-
   
(21
)
Approval of additional dividends by the Shareholders’ Meeting
 
20.g
 
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
-
   
(147,195
)
 
(147,195
)
 
(4,378
)
 
(151,573
)
                                                                                         
Balance as of June 30, 2013
     
3,696,773
   
20,246
   
6,583
   
273,842
   
614,647
   
1,333,066
   
(12,602
)
 
8,714
   
530,007
   
(114,885
)
 
-
   
6,356,391
   
24,405
   
6,380,796
 

The accompanying notes are an integral part of these interim financial information.
 
 
11

 
 
Ultrapar Participações S.A. and Subsidiaries
Statements of changes in equity
For the period ended June 30, 2013 and 2012
(In thousands of Brazilian Reais)
 
                           
Profit reserve
   
Other comprehensive income
                     
Shareholders’ equity
attributable to:
       
   
Note
   
Share capital
   
Capital reserve
   
Revaluation reserve
   
Legal reserve
   
Investments reserve
   
Retention of profits
   
Valuation adjustments
   
Cumulative translation adjustments
   
Retained earnings
   
Treasury shares
   
Additional dividends to the minimum mandatory dividends
   
 
 
Shareholders of the Company
   
Non-controlling interests in subsidiaries
   
Consolidated shareholders’ equity
 
                                                                                           
Balance as of December 31, 2011
         
3,696,773
     
9,780
     
7,075
     
223,292
     
281,309
     
1,333,066
     
193
     
(4,426
)
   
-
     
(118,234
)
   
122,239
     
5,551,067
     
26,169
     
5,577,236
 
Adoption of IAS 19 (CPC 33(R2)) - Employee benefits
 
2.w
     
-
     
-
     
-
     
-
     
-
     
-
     
(4,629
)
   
-
     
(5,910
)
   
-
     
-
     
(10,539
)
   
(4
)
   
(10,543
)
Balance as of December 31, 2011 - restated
         
3,696,773
     
9,780
     
7,075
     
223,292
     
281,309
     
1,333,066
     
(4,436
)
   
(4,426
)
   
(5,910
)
   
(118,234
)
   
122,239
     
5,540,528
     
26,165
     
5,566,693
 
                                                                                                                       
Net income for the period
         
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
423,194
     
-
     
-
     
423,194
     
2,867
     
426,061
 
Other comprehensive income:
                                                                                                                     
Valuation adjustments for financial instruments
 
2.c; 20.f
     
-
     
-
     
-
     
-
     
-
     
-
     
(162
)
   
-
     
-
     
-
     
-
     
(162
)
   
-
     
(162
)
Currency translation of foreign subsidiaries
 
2.r; 20.f
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
9,523
     
-
     
-
     
-
     
9,523
     
-
     
9,523
 
Total comprehensive income for the period
         
-
     
-
     
-
     
-
     
-
     
-
     
(162
)
   
9,523
     
423,194
     
-
     
-
     
432,555
     
2,867
     
435,422
 
                                                                                                                       
Realization of revaluation reserve
 
20.d
     
-
     
-
     
(217
)
   
-
     
-
     
-
     
-
     
-
     
217
     
-
     
-
     
-
       
-
   
-
 
Income and social contribution taxes on realization of revaluation reserve of subsidiaries
 
20.d
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(52)
     
-
     
-
     
(52)
     
-
     
(52
)
Deferred Stock Plan
         
-
     
495
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(1,694
)
   
-
     
(1,199)
     
-
     
(1,199
)
Approval of additional dividends by the Shareholders' Meeting
 
20.g
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
-
     
(122,239
)
   
(122,239
)
   
(2,640
)
   
(124,879
)
                                                                                                                       
Balance as of June 30, 2012 - restated
         
3,696,773
     
10,275
     
6,858
     
223,292
     
281,309
     
1,333,066
     
(4,598
)
   
5,097
     
417,449
     
(119,928
)
   
-
     
5,849,593
     
26,392
     
5,875,985
 
 
The accompanying notes are an integral part of these interim financial information.
 
 
12

 
 
Ultrapar Participações S.A. and Subsidiaries

Statements of cash flows - Indirect method

For the period ended June 30, 2013 and 2012

(In thousands of Brazilian Reais)

         
Parent
   
Consolidated
 
   
Note
   
06/30/2013
   
06/30/2012
   
06/30/2013
   
06/30/2012
 
Cash flows from operating activities
                             
Net income for the period
         
526,904
     
423,194
     
530,206
     
426,061
 
Adjustments to reconcile net income to cash provided by operating activities
                                     
Share of profit of subsidiaries, joint ventures and associates
 
11
     
(584,956
)
   
(414,052
)
   
2,042
     
(5,968
)
Depreciation and amortization
 
12;13
     
-
     
-
     
382,237
     
328,157
 
PIS and COFINS credits on depreciation
 
12;13
     
-
     
-
     
6,119
     
5,662
 
Assets retirement expenses
 
18
     
-
     
-
     
(1,787)
     
(828
)
Interest, monetary and exchange variations
         
31,855
     
7,515
     
246,917
     
333,208
 
Deferred income and social contribution taxes
 
9.b
     
36
     
622
     
30,051
     
43,832
 
Income from disposal of assets
 
27
     
-
     
-
     
(14,722)
     
4,267
 
Others
         
-
     
-
     
2,638
     
800
 
                                       
Dividends received from subsidiaries
         
194,513
     
267,389
     
2,904
     
10,752
 
                                       
(Increase) decrease in current assets
                                     
Trade receivables
 
5
     
-
     
-
     
(173,802)
     
(157,042
)
Inventories
 
6
     
-
     
-
     
(106,430)
     
(4,496
)
Recoverable taxes
 
7
     
17,572
     
7,397
     
76,882
     
61,691
 
Other receivables
         
(788
)
   
1,052
     
(9,746)
     
(1,372
)
Prepaid expenses
 
10
     
-
     
-
     
(45,822)
     
(18,334
)
                                       
Increase (decrease) in current liabilities
                                     
Trade payables
 
15
     
(138
)
   
(24
)
   
(311,476)
     
(99,292
)
Salaries and related charges
 
16
     
3
     
11
     
(44,657)
     
(77,255
)
Taxes payable
 
17
     
(3,029
)
   
(2,337
)
   
26,925
     
(2,328
Income and social contribution taxes
         
-
     
-
     
117,739
     
69,684
 
Provision for tax, civil and labor risks
 
23.a
     
-
     
-
     
3,503
     
1,266
 
Other payables
         
-
     
-
     
(43,519)
     
(23,727
)
Deferred revenue
 
19
     
-
     
-
     
(4,995)
     
(743
)
                                       
(Increase) decrease in non-current assets
                                     
Trade receivables
 
5
     
-
     
-
     
6,854
     
5,684
 
Recoverable taxes
 
7
     
25,999
     
(14,137
)
   
4,475
     
(27,933
)
Escrow deposits
         
84
     
-
     
(24,167)
     
(38,115
)
Other receivables
         
-
     
-
     
(772)
     
(9,955
)
Prepaid expenses
 
10
     
-
     
-
     
(3,845)
     
2,744
 
                                       
Increase (decrease) in non-current liabilities
                                     
Post-employment benefits
 
24.b
     
-
     
-
     
7,051
     
7,667
 
Provision for tax, civil and labor risks
 
23.a
     
5
     
19
     
11,703
     
21,662
 
Other payables
         
-
     
-
     
(4,438)
     
10,959
 
Deferred revenue
 
19
     
-
     
-
     
(1,122)
     
(171
)
                                       
Income and social contribution taxes paid
         
-
     
-
     
(152,099)
     
(54,673
)
                                       
Net cash provided by operating activities
         
208,060
     
276,649
     
514,847
     
811,864
 
 
The accompanying notes are an integral part of these interim financial information.

 
13

 
 
 

Ultrapar Participações S.A. and Subsidiaries
 
Statements of cash flows - Indirect method
 
For the period ended June 30, 2013 and 2012
 
(In thousands of Brazilian Reais)
 
         
Parent
     
Consolidated
 
   
Note
   
06/30/2013
     
06/30/2012
       
06/30/2013
     
06/30/2012
 
                                     
Cash flows from investing activities
                                   
Financial investments, net of redemptions
       
(33,037
)
   
(30,371
)
   
(18,334
)
 
 
24,780
 
Acquisition of subsidiaries, net
 
3.a
   
-
     
-
     
(6,168
)
 
 
-
 
Acquisition of property, plant and equipment
 
12
   
-
     
-
     
(234,164
)
 
 
(357,465
)
Increase in intangible assets
 
13
   
-
     
-
     
(178,953
)    
(241,439
)
Capital increase in joint ventures
 
11.b
   
-
     
-
     
(12,580
)
 
 
-
 
Capital reduction to subsidiaries
       
700,000
     
-
     
-
     
-
 
Proceeds from disposal of assets
 
27
   
-
     
-
     
36,923
     
24,214
 
                                     
Net cash provided by (used in) investing activities
       
666,963
     
(30,371
)
   
(413,276
)
 
 
(549,910
)
                                     
Cash flows from financing activities
                                   
Loans and debentures
                                   
Borrowings
 
14
   
-
     
793,485
     
1,110,776
     
1,579,603
 
Repayments
 
14
   
-
     
(800,000
)
   
(355,518)
     
(1,636,985
)
Interest paid
 
14
   
(66,665)
     
(25,108
)
   
(456,865)
     
(209,678
)
Payment of financial lease
 
14.i
   
-
     
-
     
(2,232)
     
(2,309
)
Dividends paid
       
(352,608)
     
(272,319
)
   
(358,625)
     
(276,432
)
Related parties
       
14,163
     
54,151
     
-
     
(813
)
                                     
Net cash used in financing activities
       
(405,110)
     
(249,791
)
   
(62,464)
     
(546,614
)
                                     
Effect of exchange rate changes on cash and cash equivalents in foreign currency
       
-
     
-
     
(60)
     
241
 
                                     
Increase (decrease) in cash and cash equivalents
       
469,913
     
(3,513
)
   
39,047
     
(284,419
)
                                     
Cash and cash equivalents at the beginning of the period
 
4
   
76,981
     
178,672
      2,021,114      
1,765,506
 
                                     
Cash and cash equivalents at the end of the period
 
4
   
546,894
     
175,159
      2,060,161      
1,481,087
 
 
The accompanying notes are an integral part of these interim financial information.

 
14

 
 
Ultrapar Participações S.A. and Subsidiaries

Statements of value added

For the period ended June 30, 2013 and 2012

(In thousands of Brazilian Reais, except percentages)

       
Parent
Consolidated
   
Note
 
06/30/2013
%
06/30/2012
 
%
06/30/2013
 
%
06/30/2012
 
%
Revenue
                           
Gross revenue from sales and services, except rents and royalties
 
25
 
-
 
-
   
29,573,196
   
26,131,833
   
Rebates, discounts and returns
 
25
 
-
 
-
   
(129,571)
   
(121,856
)
 
Allowance for doubtful accounts - Reversal (allowance)
     
-
 
-
   
(4,273)
   
(2,379
)
 
Income from disposal of assets
 
27
 
-
 
-
   
14,722
   
(4,267
)
 
       
-
 
-
   
29,454,074
   
26,003,331
   
                             
Materials purchased from third parties
                           
Raw materials used
     
-
 
-
   
(1,452,498)
   
(1,314,083
)
 
Cost of goods, products and services sold
     
-
 
-
   
(25,044,509)
   
(22,119,941
)
 
Third-party materials, energy, services and others
     
(2,871)
 
(2,596
)
 
(779,606)
   
(719,687
)
 
Reversal of impairment losses
     
5,246
 
4,987
   
7,695
   
2,610
   
       
2,375
 
2,391
   
(27,268,918)
   
(24,151,101
)
 
                             
Gross value added
     
2,375
 
2,391
   
2,185,156
   
1,852,230
   
                             
Deductions
                           
Depreciation and amortization
     
-
 
-
   
(388,356)
   
(333,819
)
 
                             
Net value added by the Company
     
2,375
 
2,391
   
1,796,800
   
1,518,411
   
                             
Value added received in transfer
                           
Share of profit of subsidiaries, joint-ventures and associates
 
11
 
584,956
 
414,052
   
(2,042)
   
5,968
   
Rents and royalties
 
25
 
-
 
-
   
39,455
 
 
30,685
   
Financial income
 
28
 
48,602
 
63,017
   
100,438
   
115,021
   
       
633,558
 
477,069
   
137,851
   
151,674
   
                             
Total value added available for distribution
     
635,933
 
479,460
   
1,934,651
   
1,670,085
   
                             
Distribution of value added
                           
Labor and benefits
     
1,955
-
2,000
 
-
572,011
 
30
519,322
 
31
Taxes, fees and contributions
     
75,034
12
1,853
 
-
566,907
 
29
424,741
 
25
Financial expenses and rents
     
32,040
5
52,413
 
11
265,527
 
14
299,961
 
18
Retained earnings
     
526,904
83
423,194
 
89
530,206
 
27
426,061
 
26
Value added distributed
     
635,933
100
479,460
 
100
1,934,651
 
100
1,670,085
 
100
 
The accompanying notes are an integral part of these interim financial information.
 
 
15

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

  
1.  
Operations

Ultrapar Participações S.A. (“Ultrapar” or “Company”), is a publicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of Săo Paulo – SP, Brazil.

The Company engages in the investment of its own capital in services, commercial and industrial activities, by the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas - LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”), production and marketing of chemicals (“Oxiteno”), and storage services for liquid bulk (“Ultracargo”). The Company also operates in oil refining through its joint-venture in Refinaria de Petróleo Riograndense S.A. (“RPR”).

2.
Summary of significant accounting policies

The Company’s consolidated interim financial information are presented in accordance with International Accounting Standards (“IAS”) 34 – Interim Financial Reporting by the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and accounting practices adopted in Brazil (“BR GAAP”) in accordance with CPC 21 (R1), as issued by the Accounting Pronouncements Committee (“CPC”) and approved by the Brazilian Securities and Exchange Commission (“CVM”).

The Company’s individual interim financial information are presented in accordance with CPC 21 (R1) of the BR GAAP. The investments in subsidiaries, associates and joint ventures are measured by the equity method of accounting, which, for purposes of IFRS, would be measured at cost or fair value.

The presentation currency of the Company’s individual and consolidated interim financial information is the Brazilian Real (“R$”), which is the Company’s functional currency.

The accounting policies described below were applied by the Company and its subsidiaries in a consistent manner for all periods presented in these individual and consolidated interim financial information.

a.  
Recognition of income

Revenue and cost of sales are recognized when all risks and benefits associated with the products are transferred to the purchaser. Revenue from services provided and their costs are recognized when the services are provided. Costs of products and services sold provided include goods (mainly fuels/lubricants and LPG), raw materials (chemicals and petrochemicals) and production, distribution, storage and filling costs.

b.  
Cash and cash equivalents

Include cash, banks deposits and short-term highly-liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. See Note 4 for further details on cash and cash equivalents of the Company and its subsidiaries.

 
 
16

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

c.  
Financial instruments

In accordance with IAS 32, IAS 39 and IFRS 7 (CPC 38, 39 and 40 (R1)), the financial instruments of the Company and its subsidiaries are classified in accordance with the following categories:

Measured at fair value through profit or loss: financial assets and liabilities held for trading, that is, acquired or incurred principally for the purpose of selling or repurchasing in the near term, and derivatives. The balances are stated at fair value. The interest earned, the exchange variation and changes in fair value are recognized in profit or loss.
   
Held to maturity: non-derivative financial assets with fixed or determinable payments, and fixed maturities for which the entity has the positive intention and ability to hold to maturity. The interest earned and the foreign currency exchange variation are recognized in profit or loss, and balances are stated at acquisition cost plus the interest earned, using the effective interest rate method.
   
Available for sale: non-derivative financial assets that are designated as available for sale or that are not classified into other categories at initial recognition. The balances are stated at fair value and the interest earned and the foreign currency exchange variation are recognized in profit or loss. Differences between fair value and acquisition cost plus the interest earned are recognized in a specific account in the shareholders’ equity. Accumulated gains and losses recognized in the shareholders’ equity are reclassified to profit or loss in case of prepayment.
   
Loans and receivables: non-derivative financial assets with fixed or determinable payments or receipts, not quoted in an active market, except: (i) those which the entity intends to sell immediately or in the near term and which the entity classified as measured at fair value through profit or loss; (ii) those classified as available for sale; or (iii) those for which the Company may not recover substantially all of its initial investment for reasons other than credit deterioration. The interest earned and the foreign currency exchange variation are recognized in profit or loss. The balances are stated at acquisition cost plus the interests, using the effective interest rate method. Loans and receivables include cash and banks, trade receivables, dividends receivable and other trade receivables.
 
The Company and its subsidiaries use derivative financial instruments for hedging purposes, applying the concepts described below:

Fair value hedge: derivative financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the entity’s profit or loss.
   
Hedge accounting: In the initial designation of the fair value hedge, the relationship between the hedging instrument and the hedged item is documented, including the objectives of risk management, the strategy in conducting the transaction and the methods to be used to evaluate its effectiveness. Once the fair value hedge has been qualified as effective, the hedge item is also measured at fair value. Gains and losses from hedge instruments and hedge items are recognized in profit or loss. The hedge accounting must be discontinued when the hedge becomes ineffective.

For further detail on financial instruments of the Company and its subsidiaries, see Notes 4, 14, and 22.
 
 
 
17

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

d.  
Trade receivables
 
Trade receivables are recognized at the amount invoiced, adjusted to present value if applicable, including all direct taxes attributable to the Company and its subsidiaries. An allowance for doubtful accounts is recorded based on estimated losses and is set at an amount deemed by management to be sufficient to cover any probable loss on realization of trade receivables (see Note 22 - Customer credit risk).

e.  
Inventories
 
Inventories are stated at the lower of acquisition cost or net realizable value. The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly related to the units produced based on the normal capacity of production. Estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials or supplies that (i) do not meet the Company and its subsidiaries’ specifications, (ii) have exceeded their expiration date or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial team.
 
f.  
Investments
 
Investments in subsidiaries are accounted for under the equity method of accounting in the individual interim financial information of the parent company.

Investments in associates in which management has a significant influence or in which it holds 20% or more of the voting stock, or that are under shared control are also accounted for under the equity method of accounting in the individual and consolidated interim financial information (see Note 11).

Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.
 
g.  
Property, plant and equipment
 
Property, plant and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant and equipment under construction, as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission or to restore assets (see Note 18).

Depreciation is calculated using the straight-line method, for the periods mentioned in Note 12, taking into account the useful life of the assets, which are reviewed annually.

Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.
 
 
 
18

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

h.  
Leases
 
•   Finance leases

Certain lease contracts transfer substantially all the risks and benefits associated with the ownership of an asset to the Company and its subsidiaries. These contracts are characterized as finance leases, and assets thereunder are capitalized at lease commencement at their fair value or, if lower, present value of the minimum lease payments under the contracts. The items recognized as assets are depreciated and amortized using the straight-line method based on the useful lives applicable to each group of assets as mentioned in Notes 12 and 13. Financial charges under the finance lease contracts are allocated to profit or loss over the lease contract term, based on the amortized cost and the effective interest rate method of the related lease obligation (see Note 14.i).

•   Operating leases

There are lease transactions where the risks and benefits associated with the ownership of the asset are not transferred and where there is no purchase option or the purchase option at the end of the contract is equivalent to the market value of the leased asset. Payments made under an operating lease contract are recognized as cost or expenses in the income statement on a straight-line basis over the term of the lease contract (see Note 23.g).

 
i.  
Intangible assets
 
Intangible assets include assets acquired by the Company and its subsidiaries from third parties, according to the criteria below (see Note 13):

 
Goodwill is carried net of accumulated amortization as of December 31, 2008, when it ceased to be amortized. Goodwill generated since January 1, 2009 is shown as intangible asset corresponding to the positive difference between the amount paid or payable to the seller and the fair value of the identified assets and liabilities assumed of the acquired entity, and is tested annually for impairment. Goodwill is allocated to the respective cash generating units (“CGU”) for impairment testing purposes.

 
Bonus disbursements as provided in Ipiranga’s agreements with reseller service stations and major consumers are recognized as distribution rights when paid and amortized using the straight-line method according to the term of the agreement.

 
Other intangible assets acquired from third parties, such as software, technology and commercial property rights, are measured at the total acquisition cost and amortized using straight-line method, for the periods mentioned in Note 13, taking into account their useful life, which is reviewed annually.

The Company and its subsidiaries have not recognized intangible assets that were created internally. The Company and its subsidiaries have not recognized intangible assets that have an indefinite useful life, except for goodwill and the “am/pm” brand.
 
 
 
19

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

j.  
Other assets
 
Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary changes and changes in exchange rates incurred or less a provision for loss and, if applicable, adjustment to present value (see Note 2.u).

k.  
Financial liabilities
 
The Company and its subsidiaries’ financial liabilities include trade payables and other payables, loans, debentures and hedging instruments. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amortised cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – fair value hedge). The financial liabilities at amortised cost are stated at the initial transaction amount plus related charges and transaction costs, net of amortization. The charges are recognized in profit or loss using the effective interest rate method (see Note 14.j).

Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt or equity instruments, are allocated to the instrument and amortized to profit or loss over its term, using the effective interest rate method.
 
l.  
Income and social contribution taxes on income
 
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates, considering the value of tax incentives. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the interim financial information. For further details about recognition and realization of IRPJ and CSLL, see Note 9.

m.  
Provision for assets retirement obligation – fuel tanks
 
The Company and its subsidiaries have the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when tanks are installed. The estimated cost is recognized in property, plant and equipment and depreciated over the respective useful life of the tanks. The amounts recognized as a liability are monetarily restated until the respective tank is removed (see Note 18). An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount.

n.  
Provisions for tax, civil and labor risks
 
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss is more-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on evaluation of the outcomes of the legal proceedings (see Note 23 items a,b,c,d).

o.  
Post-employment benefits
 
Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary, using the projected unit credit method (see Note 24.b). The actuarial gains and losses are recognized in other comprehensive income and presented in the shareholder’s equity. Past service cost is recognized through the income statement.
 
 
 
20

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
p.  
Other liabilities
 
Other liabilities are stated at known or measurable amounts plus, if applicable, related charges, monetary restatement and changes in exchange rates incurred. When applicable, other liabilities are recognized at present value based on interest rates that reflect the term, currency and risk of each transaction.


q.  
Foreign currency transactions
 
Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the end of the reporting period. The effect of the difference between those exchange rates is recognized in profit or loss until the conclusion of each transaction.

 
r.  
Basis for translation of interim financial information of foreign subsidiaries
 
Assets and liabilities of the foreign subsidiaries, denominated in currencies other than that of the Company (functional currency: Brazilian Real), which have administrative autonomy, are translated using the exchange rate at the end of the reporting period. Revenues and expenses are translated using the average exchange rate of each period and shareholders’ equity are translated at the historic exchange rate of each transaction affecting shareholders’ equity. Gains and losses resulting from changes in these foreign investments are directly recognized in the shareholders’ equity as cumulative translation adjustments and will be recognized in profit or loss if these investments are disposed of. The recognized balance in other comprehensive income and presented in the shareholders’ equity as cumulative translation adjustments as of June 30, 2013 was a gain of R$ 8,714 (gain of R$ 12,621 as of December 31, 2012).

The foreign subsidiaries with functional currency different from the Company and which have administrative autonomy, are listed below:

Subsidiary
Functional currency
Location
     
Oxiteno México S.A. de C.V.
Mexican Peso
Mexico
Oxiteno Servicios Corporativos S.A. de C.V.
Mexican Peso
Mexico
Oxiteno Servicios Industriales de C.V.
Mexican Peso
Mexico
Oxiteno USA LLC
U.S. Dollar
United States
Oxiteno Andina, C.A.
Bolivar
Venezuela
American Chemical I.C.S.A.
U.S. Dollar
Uruguay
 
According to IAS 29, Venezuela is classified as a hyperinflationary economy. As a result, the interim financial information of Oxiteno Andina, C.A. (“Oxiteno Andina”) were adjusted by the Venezuelan Consumer Price Index.

The subsidiary American Chemical I.C.S.A. (“American Chemical”) determined its functional currency as the U.S. dollar, as its sales and purchases of goods, and financing activities are performed substantially in this currency.

Assets and liabilities of the other foreign subsidiaries, which do not have administrative autonomy, are considered as an extention of the activities of their parent company and are translated using the exchange rate at the end of the reporting period. Gains and losses resulting from changes in these foreign investments are directly recognized as financial income or loss. The gain recognized in income as of June 30, 2013 amounted to R$ 2,667 (R$ 2,036 gain as of June 30, 2012).

 
 
21

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
  
 

s.  
Use of estimates, assumptions and judgments
 
The preparation of the interim financial information requires the use of estimates, assumptions and judgments for the accounting of certain assets, liabilities and income. Therefore, Company and subsidiaries’ management use the best information available at the time of preparation of the interim financial information, as well as the experience of past and current events, also considering assumptions regarding future events. The interim financial information therefore include estimates, assumptions and judgments related mainly to determining the fair value of financial instruments (Notes 4, 14 and 22), the determination of the allowance for doubtful accounts (Note 5), the determination of provisions for income taxes (Note 9), the useful life of property, plant and equipment (Note 12), the useful life of intangible assets and the determination of the recoverable amount of goodwill (Note 13), provisions for assets retirement obligations (Note 18), tax, civil and labor provisions (Note 23 items a,b,c,d) and estimates for the preparation of actuarial reports (Note 24.b). The actual result of the transactions and information may differ from their estimates.

t.  
Impairment of assets
 
The Company and its subsidiaries review, at least annually, the existence of indication that an asset may be impaired. If there is an indication, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash flow from continuous use and that are largely independent of cash flows of other assets (CGU). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.

To assess the value in use, the Company and its subsidiaries consider the projections of future cash flows, trends and outlooks, as well as the effects of obsolescence, demand, competition and other economic factors. Such cash flows are discounted to their present values ​​using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, the impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on a pro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset's carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.

No impairment was recognized in the periods presented.
  
u.  
Adjustment to present value
 
Some of the Company’s subsidiaries recognized a present value adjustment to Tax on Goods and Services (“ICMS”, the Brazilian VAT) credit balances related to property, plant and equipment (CIAP – see Note 7). Because recovery of these credits occurs over a 48 months period, the present value adjustment reflects, in the interim financial information, the time value of the ICMS credits to be recovered.

The Company and its subsidiaries reviewed all items classified as non-current and, when relevant, current assets and liabilities and did not identify the need to recognize other present value adjustments.

v.  
Statements of value added
 
As required by Brazilian Corporate Law, the Company and its subsidiaries prepare the individual and consolidated statements of value added (“DVA”) according to CPC 09 – Statement of Value Added, as an integral part of the interim financial information as applicable to publicly-traded companies, and as supplemental information for IFRS, that do not require the presentation of DVA.
 
 
 
22

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

w.  
Adoption of the pronouncements issued by CPC and IFRS
 
The following standards are effective on January 1st, 2013 and have impacted the Company’s financial statements and interim financial information previously disclosed in 2012.

(1) adoption of IFRS 11 (CPC 19 (R2)) - Joint arrangements: the investments in RPR, Maxfácil Participações S.A. (“Maxfácil”), Uniăo Vopak Armazéns Gerais Ltda. (“Uniăo Vopak”) and ConectCar Soluções de Mobilidade Eletrônica S.A. (“Conectcar”) were no more proportionally consolidated and were accounted for using the equity method.

(2) amendments to IAS 19 Revised (CPC 33 (R2))- Employee benefits: actuarial gains and losses are no longer recognized in the income statement and have been recognized in shareholders’equity as other comprehensive income. Past service costs were recognized in shareholders’equity in the date of transition.  From the date of transition, past service costs will be recognized in income statements.

 The table below summarizes the effects of adopting these standards on the consolidated balance sheet as of December 31, 2012 and on the consolidated income statements and consolidated statement of cash flow as of June 30, 2012:
 
Balance sheet
 
   
12/31/2012 presented
   
IFRS 11 effects
   
IAS 19 (R2011) effects
   
12/31/2012 restated
 
Current assets
                       
Cash and cash equivalents
   
2,050,051
     
(28,937
)
   
-
     
2,021,114
 
Financial investments
   
962,136
     
(952
)
   
-
     
961,184
 
Trade receivables
   
2,306,798
     
(277
)
   
-
     
2,306,521
 
Inventories
   
1,299,807
     
(9,113
)
   
-
     
1,290,694
 
Recoverable taxes
   
483,201
     
(5,242
)
   
-
     
477,959
 
Other receivables
   
20,541
     
(78
)
   
-
     
20,463
 
Dividends receivable
   
-
     
1,292
     
-
     
1,292
 
Prepaid expenses
   
54,036
     
(225
)
   
-
     
53,811
 
    Total current assets
   
7,176,570
     
(43,532
)
   
-
     
7,133,038
 
                                 
Non-current assets
                               
Deferred income and social contribution taxes
   
465,190
     
(834
)
   
4,975
     
469,331
 
Escrow deposits
   
534,009
     
(280
)
   
-
     
533,729
 
Prepaid expenses
   
80,856
     
(1,204
)
   
-
     
79,652
 
Investments in joint-ventures
   
-
     
28,209
     
-
     
28,209
 
Property, plant and equipment
   
4,701,406
     
(34,386
)
   
-
     
4,667,020
 
Intangible assets
   
1,968,615
     
(3,319
)
   
-
     
1,965,296
 
Other non-current assets
   
373,279
     
-
     
-
     
373,279
 
    Total non-current assets
   
8,123,355
     
(11,814
)
   
4,975
     
8,116,516
 
                                 
Total assets
   
15,299,925
     
(55,346
)
   
4,975
     
15,249,554
 
 
 
 
23

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
   
12/31/2012 presented
   
IFRS 11 effects
   
IAS 19 (R2011) effects
   
12/31/2012 restated
 
Current liabilities
                               
Loans
   
1,573,463
     
(432
)
   
-
     
1,573,031
 
Debentures
   
65,663
     
(12,713
)
   
-
     
52,950
 
Trade payables
   
1,312,268
     
(14,533
)
   
-
     
1,297,735
 
Salaries and related charges
   
254,566
     
(2,040
)
   
-
     
252,526
 
Taxes payable
   
107,822
     
(149
)
   
-
     
107,673
 
Dividends payable
   
222,370
     
(19
)
   
-
     
222,351
 
Income and social contribution taxes payable
   
75,363
     
(128
)
   
-
     
75,235
 
Post-employment benefits
   
11,624
     
(1,589
)
   
-
     
10,035
 
Provision for tax, civil and labor risks
   
50,052
     
(538
)
   
-
     
49,514
 
Other payables
   
52,514
     
3,939
     
-
     
56,453
 
Other current liabilities
   
23,747
     
-
     
-
     
23,747
 
Total current liabilities
   
3,749,452
     
(28,202
)
   
-
     
3,721,250
 
                                 
Non-current liabilities
                               
Loans
   
3,153,096
     
(1,408
)
   
-
     
3,151,688
 
Debentures
   
1,403,571
     
(8,301
)
   
-
     
1,395,270
 
Provision for tax, civil and labor risks
   
551,606
     
(643
)
   
-
     
550,963
 
Post-employment benefits
   
120,619
     
(16,792
)
   
14,633
     
118,460
 
Other non-current liabilities
   
305,845
     
-
     
-
     
305,845
 
Total non-current liabilities
   
5,534,737
     
(27,144
)
   
14,633
     
5,522,226
 
                                 
Total shareholders’ equity
   
6,015,736
     
-
     
(9,658
)
   
6,006,078
 
                                 
Total liabilities and shareholders’ equity
   
15,299,925
     
(55,346
)
   
4,975
     
15,249,554
 
 
 
 
24

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


Income statement

   
06/30/2012 presented
   
IFRS 11 effects
   
IAS 19 (R2011) effects
   
06/30/2012 restated
 
                         
Net revenue from sales and services
   
25,449,601
     
(20,636
)
   
-
     
25,428,965
 
Cost of products and services sold
   
(23,534,916
)
   
12,170
     
-
     
(23,522,746
)
Selling and marketing, general and administrative and other operating income, net
   
(1,163,696
)
   
4,300
     
949
     
(1,158,447
)
Income from disposal of assets
   
(4,249
)
   
(18
)
   
-
     
(4,267
)
Financial income, net
   
(147,770
)
   
(4,745
)
   
-
     
(152,515
)
Income and social contribution taxes
   
(173,709
)
   
3,135
     
(323
)
   
(170,897
)
Share of profit of joint ventures and associates
   
174
     
5,794
     
-
     
5,968
 
Net income for the period
   
425,435
     
-
     
626
     
426,061
 
 

Statement of cash flow

   
06/30/2012 presented
   
IFRS 11 effects
   
IAS 19 (R2011) effects
   
06/30/2012 restated
 
                         
Net cash provided by operating activities
   
810,754
     
1,110
     
-
     
811,864
 
Net cash used by investing activities
   
(548,447
)
   
(1,463
)
   
-
     
(549,910
)
Net cash used in financing activities
   
(545,183
)
   
(1,431
)
   
-
     
(546,614
)
                                 
Increase (decrease) in cash and cash equivalents
   
(282,635
)
   
(1,784
)
   
-
     
(284,419
)
Cash and cash equivalents at the
     beginning of the period
   
1,790,954
     
(25,448
)
   
-
     
1,765,506
 
Cash and cash equivalents at the
      end of the period
   
1,508,319
     
(27,232
)
   
-
     
1,481,087
 

 
 
25

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
The following standards were effective on January 1st, 2013 and have no impact on the financial statements and the interim financial information of the Company in 2012:
 
• 
Consolidated financial statements – IFRS 10 and transition guidance
 
• 
Disclosure of interests in other entities– IFRS 12 and transition guidance
 
• 
Amendments to IAS 27 – Separate financial statements
 
• 
Amendments to IAS 28 – Investments in associates and joint ventures
 
• 
Fair value measurement – IFRS 13

The following standards issued by IASB were effective on January 1st, 2013, but CPC has not yet issued pronouncements equivalent to these IAS/IFRS. The adoption of these pronouncements is subject to approval by the CVM and we expect no significant impacts on the financial statements of the Company and its subsidiaries:
 
• 
Amendments to IAS 1 – Presentation of financial statements: other comprehensive income
 
• 
Amendments to IFRS 7 – Financial instruments: offsetting financial assets and liabilities
 
Certain standards, amendments and interpretations to IFRS issued by IASB that have been issued but are not yet effective were not applied as of June 30, 2013, as follows:
 
 
Effective  date
•    Amendments to IAS 32 – Financial instruments: presentation
2014
•    IFRS 9 – Financial instruments’ classification and measurement
2015
 
CPC has not yet issued pronouncements equivalent to these IAS/IFRS, but is expected to do so before the date they become effective. The adoption of IFRS pronouncements is subject to prior approval by the CVM.

x.  
Authorization for issuance of the interim financial information
 
These interim financial information were authorized for issue by the Board of Directors on July 31, 2013.
 
 
 
26

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

3.
Principles of consolidation and investments in subsidiaries

The consolidated interim financial information were prepared following the basic principles of consolidation established by IFRS 10 (CPC 36 (R3)). Investments of one company in another, balances of asset and liability accounts and revenues and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated shareholders’ equity and net income.

The consolidated interim financial information include the following direct and indirect subsidiaries:
 
       
% interest in the share
 
       
06/30/2013
   
12/31/2012
 
       
Control
   
Control
 
                             
   
Location
 
Direct control
   
Indirect control
   
Direct control
   
Indirect control
 
Ultracargo - Operações Logísticas e Participações Ltda.
 
Brazil
   
100
     
-
     
100
     
-
 
Terminal Químico de Aratu S.A. – Tequimar
 
Brazil
   
-
     
99
     
-
     
99
 
Temmar - Terminal Marítimo do Maranhăo S.A.
 
Brazil
   
-
     
100
     
-
     
100
 
Melamina Ultra S.A. Indústria Química
 
Brazil
   
-
     
-
     
-
     
99
 
Oxiteno S.A. Indústria e Comércio
 
Brazil
   
100
     
-
     
100
     
-
 
Oxiteno Nordeste S.A. Indústria e Comércio
 
Brazil
   
-
     
99
     
-
     
99
 
Oxiteno Argentina Sociedad de Responsabilidad Ltda.
 
Argentina
   
-
     
100
     
-
     
100
 
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
American Chemical I.C.S.A.
 
Uruguay
   
-
     
100
     
-
     
100
 
Barrington S.L.
 
Spain
   
-
     
100
     
-
     
100
 
Oxiteno México S.A. de C.V.
 
Mexico
   
-
     
100
     
-
     
100
 
Oxiteno Servicios Corporativos S.A. de C.V.
 
Mexico
   
-
     
100
     
-
     
100
 
Oxiteno Servicios Industriales S.A. de C.V.
 
Mexico
   
-
     
100
     
-
     
100
 
Oxiteno USA LLC
 
United States
   
-
     
100
     
-
     
100
 
Global Petroleum Products Trading Corp.
 
Virgin Islands
   
-
     
100
     
-
     
100
 
Oxiteno Overseas Corp.
 
Virgin Islands
   
-
     
100
     
-
     
100
 
Oxiteno Andina, C.A.
 
Venezuela
   
-
     
100
     
-
     
100
 
Oxiteno Europe SPRL
 
Belgium
   
-
     
100
     
-
     
100
 
Oxiteno Colombia S.A.S
 
Colombia
   
-
     
100
     
-
     
100
 
Oxiteno Shanghai Trading LTD.
 
China
   
-
     
100
     
-
     
100
 
 Empresa Carioca de Produtos Químicos S.A.
 
Brazil
   
-
     
100
     
-
     
100
 
Ipiranga Produtos de Petróleo S.A.
 
Brazil
   
100
     
-
     
100
     
-
 
am/pm Comestíveis Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Centro de Conveniências Millennium Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Conveniência Ipiranga Norte Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Ipiranga Trading Limited
 
Virgin Islands
   
-
     
100
     
-
     
100
 
Tropical Transportes Ipiranga Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Ipiranga Imobiliária Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Ipiranga Logística Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Isa-Sul Administraçăo e Participações Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Companhia Ultragaz S.A.
 
Brazil
   
-
     
99
     
-
     
99
 
Bahiana Distribuidora de Gás Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Utingás Armazenadora S.A.
 
Brazil
   
-
     
57
     
-
     
57
 
LPG International Inc.
 
Cayman Islands
   
-
     
100
     
-
     
100
 
Imaven Imóveis Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
Oil Trading Importadora e Exportadora Ltda.
 
Brazil
   
-
     
100
     
-
     
100
 
SERMA - Ass. dos usuários equip. proc. de dados
 
Brazil
   
-
     
100
     
-
     
100
 
 
The percentages in the table above are rounded.
 
 
 
27

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

In June 2013, in order to simplify the corporate structure, the subsidiary Melamina Ultra S.A. Indústria Química was merged into subsidiary Ultracargo – Operações Logísticas e Participações Ltda. (“Ultracargo Participações”).

The Company and its subsidiaries maintain a shared equity interest in the following companies, whose bylaws establish joint control. These joint ventures are accounted for under the equity method of accounting by the Company and its subsidiaries, as required by IFRS 11 (CPC 19 (R2)) – see Note 11.b).
 
       
% interest in the share
 
       
06/30/2013
   
12/31/2012
 
       
Control
   
Control
 
                             
   
Location
 
Direct control
   
Indirect control
   
Direct control
   
Indirect control
 
Uniăo Vopak Armazéns Gerais Ltda.
 
Brazil
   
-
     
50
     
-
     
50
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
 
Brazil
   
-
     
50
     
-
     
50
 
Refinaria de Petróleo Riograndense S.A.
 
Brazil
   
33
     
-
     
33
     
-
 

The percentages in the table above are rounded.
 
 
 
28

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

a) Business combination – acquisition of American Chemical I.C.S.A.
 
On November 1st, 2012, the Company, through its subsidiary Oxiteno S.A. Indústria e Comércio (“Oxiteno S.A.”), purchased 100% of the shares of American Chemical, a Uruguayan specialty chemicals company. American Chemical owns a plant in Montevideo, with production capacity of 81 thousand tons of specialty chemicals, particularly sulfonate and sulfate surfactants for the home and personal care industries, as well as products for the leather industry. The total amount paid was R$ 113,603, including the adjustments of working capital in the amount of R$ 6,168, paid in the first quarter of 2013.

The purchase price paid for the shares is being allocated among the identified assets acquired and liabilities assumed, measured at fair value. The recognition of fair values of inventories, property, plant and equipment and intangible assets was concluded in the first semester of 2013. During the process of identification of assets and liabilities, intangible assets which were not recognized in the acquired entity’s books were also taken into account. The goodwill is R$ 44,856.

The table below summarizes the assets acquired and liabilities assumed as of the acquisition date:

Current assets
     
Current liabilities
     
Cash and cash equivalents
   
7,147
 
Loans
   
32,481
 
Trade receivables
   
31,169
 
Trade payables
   
32,443
 
Inventories
   
33,459
 
Salaries and related charges
   
3,431
 
Recoverable taxes
   
3,163
 
Other
   
1,869
 
Other
   
1,906
       
70,224
 
     
76,844
           
                   
Non-current assets
       
Non-current liabilities
       
Property, plant and equipment
   
68,420
 
Loans
   
7,362
 
Intangible assets
   
1,969
 
Deferred income and social
       
Deferred income and social contribution taxes
   
7,465
 
contribution taxes
   
8,365
 
Goodwill
   
44,856
       
15,727
 
     
122,710
 
Total liabilities assumed
   
85,951
 
                   
Total assets acquired and goodwill
   
199,554
 
Consideration transferred
   
113,603
 
                   

For details on property, plant and equipment and intangible assets acquired, see Notes 12 and 13, respectively.
 
 
 
29

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

4.  
Cash and cash equivalents and financial investments

Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of first-rate financial institutions linked to the Interbank Certificate of Deposit (“CDI”), in debentures and in short term investments funds, whose portfolio comprised exclusively of Brazilian Federal Government bonds; (ii) outside Brazil, in certificates of deposit of first-rate financial institutions and in short-term investment funds with a portfolio composed exclusively of bonds issued by the U.S. Government; and (iii) in currency and interest rate hedging instruments.

The financial assets were classified in Note 22, according to their characteristics and intention of the Company and its subsidiaries.

The balance of cash, cash equivalents and financial investments (Consolidated) amounted to R$ 3,189,209 at June 30, 2013 (R$ 3,131,828 at December 31, 2012) and are distributed as follows:

 
· ·
Cash and cash equivalents

Cash and cash equivalents are considered: (i) cash and bank deposits, and (ii) highly-liquid short-term investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value.
 
   
Parent
   
Consolidated
 
   
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
 
                         
Cash and bank deposits
                       
In local currency
   
90
     
173
     
40,711
     
35,786
 
In foreign currency
   
-
     
-
     
55,621
     
43,866
 
                                 
Financial investments
                               
In local currency
                               
Fixed-income securities and funds
   
546,804
     
76,808
     
1,959,385
     
1,912,217
 
    In foreign currency
                               
         Fixed-income securities and funds
   
-
     
-
     
4,444
     
29,245
 
                                 
                                 
Total cash and cash equivalents
   
546,894
     
76,981
     
2,060,161
     
2,021,114
 

 
 
30

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

 
·
Financial investments

The financial investments of the Company and its subsidiaries, which are not classified as cash and cash equivalents, are distributed as follows:

   
Parent
   
Consolidated
 
   
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
 
                         
Financial investments
                       
In local currency
                       
Fixed-income securities and funds
   
33,253
     
216
     
664,122
     
641,022
 
                                 
In foreign currency
                               
Fixed-income securities and funds
   
-
     
-
     
334,682
     
290,636
 
                                 
Currency and interest rate hedging instruments (a)
   
-
     
-
     
130,244
     
179,056
 
                                 
Total financial investments
   
33,253
     
216
     
1,129,048
     
1,110,714
 
                                 
Current
   
33,253
     
216
     
1,024,515
     
961,184
 
                                 
Non-current
   
-
     
-
     
104,533
     
149,530
 

(a) Accumulated gains, net of income tax (see Note 22).

 
 
31

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

5.  
Trade receivables (Consolidated)


   
06/30/2013
   
12/31/2012
 
             
Domestic customers
   
2,299,293
     
2,130,816
 
Reseller financing - Ipiranga
   
268,292
     
276,937
 
Foreign customers
   
186,403
     
164,943
 
(-) Allowance for doubtful accounts
   
(140,009
)
   
(128,816
)
                 
Total
   
2,613,979
     
2,443,880
 
                 
Current
   
2,483,474
     
2,306,521
 
                 
Non-current
   
130,505
     
137,359
 

Reseller financing is provided for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market.

The breakdown of trade receivables, gross, is as follows:
 
               
Past due
   
 
Total
   
 
Current
   
less than 30 days
   
31-60 days
   
61-90 days
   
91-180 days
   
more than 180 days
 
                                           
06/30/2013
   
2,753,988
     
2,473,909
     
76,428
     
10,712
     
6,161
     
14,073
     
172,705
 
                                                         
12/31/2012
   
2,572,696
     
2,270,632
     
81,666
     
18,463
     
8,932
     
25,885
     
167,118
 
 
Movements in the allowance for doubtful accounts are as follows:

Balance at December 31, 2012
   
128,816
 
Additions
   
15,460
 
Write-offs
   
(4,267
)
Balance at June 30, 2013
   
140,009
 

 
 
32

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

6.  
Inventories (Consolidated)
 
   
06/30/2013
   
12/31/2012
 
   
Cost
   
Provision for losses
   
Net balance
   
Cost
   
Provision for losses
   
Net balance
 
                                     
Finished goods
   
258,395
     
(5,360
)
   
253,035
     
262,667
     
(6,314
)
   
256,353
 
Work in process
   
2,054
     
-
     
2,054
     
1,914
     
-
     
1,914
 
Raw materials
   
191,889
     
(135
)
   
191,754
     
205,252
     
(297
)
   
204,955
 
Liquefied petroleum gas (LPG)
   
39,625
     
-
     
39,625
     
36,820
     
-
     
36,820
 
Fuels, lubricants and greases
   
730,885
     
(728
)
   
730,157
     
629,527
     
(635
)
   
628,892
 
Consumable materials and bottles for resale
   
60,796
     
(1,122
)
   
59,674
     
63,226
     
(1,197
)
   
62,029
 
Advances to suppliers
   
95,046
     
-
     
95,046
     
72,899
     
-
     
72,899
 
Properties for resale
   
25,240
     
-
     
25,240
     
26,832
     
-
     
26,832
 
                                                 
     
1,403,930
     
(7,345
)
   
1,396,585
     
1,299,137
     
(8,443
)
   
1,290,694
 

Movements in the provision for losses are as follows:

Balance at December 31, 2012
   
8,443
 
Recoveries of realizable value adjustment
   
(1,174
)
Additions of obsolescence and other losses
   
76
 
Balance at June 30, 2013
   
7,345
 

The breakdown of provisions for losses related to inventories is shown in the table below:
 
   
06/30/2013
   
12/31/2012
 
Realizable value adjustment
   
4,236
     
5,410
 
Obsolescence and other losses
   
3,109
     
3,033
 
Total
   
7,345
     
8,443
 
 
 
 
33

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

7.  
Recoverable taxes

Recoverable taxes are substantially represented by credits of ICMS, Taxes for Social Security Financing (COFINS), Employee’s Profit Participation Program (PIS), IRPJ and CSLL.

   
Parent
   
Consolidated
 
   
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
 
                         
IRPJ and CSLL (1)
   
45,694
     
89,265
     
143,106
     
190,499
 
ICMS
   
-
     
-
     
196,523
     
198,041
 
Provision for ICMS losses (*)
   
-
     
-
     
(60,720
)
   
(61,717
)
Adjustment to present value of ICMS on property, plant and equipment - CIAP (see Note 2.u)
   
-
     
-
     
(482
)
   
(747
)
PIS and COFINS
   
-
     
-
     
124,095
     
156,491
 
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina and American Chemical
   
-
     
-
     
31,606
     
    32,626
 
Excise tax - IPI
   
-
     
-
     
3,853
     
4,117
 
Other
   
-
     
-
     
7,691
     
7,719
 
                                 
Total
   
45,694
     
89,265
     
445,672
     
527,029
 
                                 
Current
   
45,694
     
63,266
     
401,077
     
477,959
 
                                 
Non-current
   
-
     
25,999
     
44,595
     
49,070
 

(1) The decrease in the balance of recoverable IRPJ and CSLL is due to their offset with IRPJ and CSLL payable levied on interest on equity received by the Parent Company in the second quarter of 2013.

(*) The provision for ICMS losses relates to tax credits that the subsidiaries believe to be unable to offset in the future and its movements are as follows:

Balance at December 31, 2012
   
61,717
 
Additions
   
2,206
 
Write-offs
   
(3,203
)
Balance at June 30, 2013
   
60,720
 
 
 
 
34

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

8.  
Related parties


a.
Related parties
 
 
·
Parent company
 
   
Assets
Debentures
   
Financial income
 
             
Ipiranga Produtos de Petróleo S.A.
   
767,149
     
38,872
 
Total as of June 30, 2013
   
767,149
     
38,872
 


   
Assets
   
Financial income
 
   
Trade receivables
   
Debentures
   
Total
       
                         
Companhia Ultragaz S.A.
   
7,293
     
-
     
7,293
     
-
 
Terminal Químico de Aratu S.A. - Tequimar
   
3,003
     
-
     
3,003
     
-
 
Oxiteno S.A. Indústria e Comércio
   
858
     
-
     
858
     
-
 
Ipiranga Produtos de Petróleo S.A.
   
3,861
     
766,297
     
770,158
     
52,591
 
Total as of December 31, 2012
   
15,015
     
766,297
     
781,312
         
Total as of June 30, 2012
                           
52,591
 

In March 2009, Ipiranga made ​​its first private offering in a single series of 108 debentures at each face value of R$ 10,000,000.00 (ten million Brazilian Reais), nonconvertible into shares, unsecured debentures. The Company subscribed 75 debentures with maturity on March 31, 2016 and semiannual remuneration linked to CDI.

 
 
35

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
 
 
·
Consolidated
 
   
Loans
   
Commercial transactions
 
   
Assets
   
Liabilities
   
Receivables1
   
Payables1
 
                         
Oxicap Indústria de Gases Ltda.
   
10,368
     
-
     
-
     
2,775
 
Química da Bahia Indústria e Comércio S.A.
   
-
     
3,046
     
-
     
-
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
-
     
-
     
2,377
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
-
     
-
     
299
     
-
 
Others
   
490
     
826
     
-
     
-
 
Total as of June 30, 2013
   
10,858
     
3,872
     
299
     
5,152
 
 
   
Loans
   
Commercial transactions
 
   
Assets
   
Liabilities
   
Receivables1
   
Payables1
 
                         
Oxicap Indústria de Gases Ltda.
   
10,368
     
-
     
-
     
926
 
Química da Bahia Indústria e Comércio S.A.
   
-
     
3,046
     
-
     
-
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
-
     
-
     
275
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
-
     
-
     
9,871
     
-
 
Others
   
 490
     
 826
     
 -
     
 -
 
Total as of December 31, 2012
   
10,858
     
3,872
     
9,871
     
1,201
 

1 Included in “trade receivables” and “trade payables”, respectively.
 
 
 
36

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


   
Commercial transactions
 
   
Sales
   
Purchases
 
             
Oxicap Indústria de Gases Ltda.
   
3
     
5,981
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
15,188
 
ConectCar Soluções de Mobilidade Eletrônica S.A.
   
4,662
     
-
 
Total as of June 30, 2013
   
4,665
     
21,169
 
 
   
Commercial transactions
 
   
Sales
   
Purchases
 
             
Oxicap Indústria de Gases Ltda.
   
3
     
6,420
 
Refinaria de Petróleo Riograndense S.A.
   
-
     
11,617
 
Total as of June 30, 2012
   
3
     
18,037
 
 

Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation and storage services based on an arm’s-length market prices and terms with customers and suppliers with comparable operational performance. The above operations related to ConectCar refer to the adhesion to Ipiranga’s marketing plan and services provided. Borrowing agreements are for an indeterminate period and do not contain interest clauses. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no allowance for doubtful accounts or collaterals are provided. Collaterals provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 14.k). Intercompany loans are contracted in light of temporary cash surpluses or deficits of the Company, its subsidiaries and its associates.

 
 
37

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

b.
Key executives - Compensation (Consolidated)

The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintenance of a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.

Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility and his/her position’s complexity, and includes salary and benefits such as medical coverage, check-up, life insurance and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation EVA ®  and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. Further details about the Deferred Stock Plan are contained in Note 8.c) and about post-employment benefits in Note 24.b).

As of June 30, 2013, the Company and its subsidiaries recognized expenses for compensation of its key executives (Company’s directors and executive officers) in the amount of R$ 15,563 (R$ 15,100 as of June 30, 2012). Out of this total, R$ 12,929 relates to short-term compensation (R$ 12,886 as of June 30, 2012), R$ 1,893 to stock compensation (R$ 1,616 as of June 30, 2012) and R$ 741 (R$ 598 as of June 30, 2012) to post-employment benefits.
 
 
 
38

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

c.
Deferred Stock Plan

On April 27, 2001, the General Shareholders’ Meeting approved a benefit plan to members of management and employees in executive positions in the Company and its subsidiaries. On November 26, 2003, the Extraordinary General Shareholders’ Meeting approved certain amendments to the original plan of 2001 (the “Deferred Stock Plan”). In the Deferred Stock Plan, certain members of management of the Company and its subsidiaries have the voting and economic rights of shares and the ownership of these shares is retained by the subsidiaries of the Company. The Deferred Stock Plan provides for the transfer of the ownership of the shares to those eligible members of management after five to ten years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The total number of shares to be used for the Deferred Stock Plan is subject to the availability in treasury of such shares. It is incumbent on Ultrapar’s executive officers to select the members of management eligible for the plan and propose the number of shares in each case for approval by the Board of Directors. At June 30, 2013, the amount granted to the company’s executives, including tax charges, amounted R$ 63,643 (R$ 63,643 until December 31, 2012). This amount is amortized over the vesting period of Deferred Stock Plan. The amortization as of June 30, 2013 in the amount of R$ 4,950 (R$ 2,549 as of June 30, 2012) was recognized as a general and administrative expense. The fair value of the awards were determined on the grant date based on the market value of the shares on the BM&FBOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (“BM&FBOVESPA”), the Brazilian Securities, Commodities and Futures Exchange.

The table below summarizes shares provided to the Company and its subsidiaries’ management:

Grant date
 
Number of shares granted
 
 
 
Vesting period
 
Market price of shares on the grant date
(in R$ per share)
   
Total compensation costs, including taxes
   
Accumulated recognized compensation costs
   
Accumulated unrecognized compensation costs
 
                                 
November 7, 2012
   
350,000
 
5 to 7 years
   
42.90
     
20,710
     
(2,345
)
   
18,365
 
December 14, 2011
   
120,000
 
5 to 7 years
   
31.85
     
5,272
     
(1,418
)
   
3,854
 
November 10, 2010
   
260,000
 
5 to 7 years
   
26.78
     
9,602
     
(4,349
)
   
5,253
 
December 16, 2009
   
250,000
 
5 to 7 years
   
20.75
     
7,155
     
(4,355
)
   
2,800
 
October 8, 2008
   
576,000
 
5 to 7 years
   
9.99
     
8,090
     
(6,556
)
   
1,534
 
December 12, 2007
   
106,640
 
5 to 7 years
   
16.17
     
3,570
     
(3,246
)
   
324
 
November 9, 2006
   
207,200
 
10 years
   
11.62
     
3,322
     
(2,215
)
   
1,107
 
December 14, 2005
   
93,600
 
10 years
   
8.21
     
1,060
     
(804
)
   
256
 
October 4, 2004
   
167,900
 
10 years
   
10.20
     
2,361
     
(2,066
)
   
295
 
December 18, 2003
   
239,200
 
10 years
   
7.58
     
2,501
     
(2,397
)
   
104
 
     
2,370,540
               
63,643
     
(29,751
)
   
33,892
 

 
 
39

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 


9.  
Income and social contribution taxes


a. 
Deferred income and social contribution taxes

The Company and its subsidiaries recognize tax credits and debits, which are not subject to statute of limitations, resulting from tax loss carryforwards, temporary differences, negative tax bases and revaluation of property, plant and equipment, among others. Credits are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:

   
Parent
   
Consolidated
 
   
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
 
                         
Assets - Deferred income and social contribution taxes on:
                       
Provision for impairment of assets
   
-
     
-
     
28,228
     
27,503
 
Provisions for tax, civil and labor risks
   
7
     
6
     
110,786
     
110,563
 
Provision for post-employment benefit (see Note 24.b)
   
-
     
-
     
46,086
     
43,450
 
Provision for differences between cash and accrual basis
   
-
     
-
     
-
     
21,710
 
Goodwill (see Note 13)
   
-
     
-
     
95,780
     
134,598
 
Provision for assets retirement obligation
   
-
     
-
     
14,317
     
13,855
 
Other provisions
   
-
     
37
     
75,130
     
60,768
 
Tax losses and negative basis for social contribution carryforwards (d)
   
-
     
-
     
60,296
     
56,884
 
                                 
Total
   
7
     
43
     
430,623
     
469,331
 
                                 
Liabilities - Deferred income and social contribution taxes on:
                               
Revaluation of property, plant and equipment
   
-
     
-
     
3,192
     
3,259
 
Lease
   
-
     
-
     
5,957
     
6,255
 
Provision for differences between cash and accrual basis
   
-
     
-
     
50,582
     
65,299
 
Provision for goodwill/negative goodwill
   
-
     
-
     
5,426
     
950
 
Temporary differences of foreign subsidiaries
   
-
     
-
     
4,242
     
3,489
 
Other provisions
   
-
     
-
     
16,523
     
5,672
 
                                 
Total
   
-
     
-
     
85,922
     
84,924
 

 
 
40

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

 
The estimated recovery of deferred tax assets relating to IRPJ and CSLL is stated as follows:

   
Parent
   
Consolidated
 
             
Up to 1 year
   
-
     
155,683
 
From 1 to 2 years
   
-
     
85,163
 
From 2 to 3 years
   
-
     
54,820
 
From 3 to 5 years
   
7
     
32,989
 
From 5 to 7 years
   
-
     
65,932
 
From 7 to 10 years
   
-
     
36,036
 
                 
     
7
     
430,623
 


b. 
Reconciliation of income and social contribution taxes

IRPJ and CSLL are reconciled to the statutory tax rates as follows:

   
Parent
   
Consolidated
 
   
06/30/2013
   
06/30/2012
   
06/30/2013
   
06/30/2012
 
                         
Income before taxes and share of profit of Subsidiaries, joint ventures and associates
   
2,892
     
13,833
     
784,894
     
500,990
 
Statutory tax rates - %
   
34
     
34
     
34
     
34
 
Income and social contribution taxes at the statutory tax rates
   
(983
)
   
(4,703
)
   
(266,864
)
   
(200,936
)
Adjustments to the statutory income and social contribution taxes:
                               
Operating provisions and nondeductible expenses/nontaxable revenues
   
(355
)
   
-
     
(12,026
)
   
(1,091
)
Adjustment to estimated income
   
-
     
-
     
3,206
     
16,171
 
Interest on equity
   
(59,617
)
   
-
     
(218
   
-
 
Other adjustments
   
11
     
12
     
1,156
     
(1,816
)
Income and social contribution taxes before tax incentives
   
(60,944
)
   
(4,691
)
   
(274,746
)
   
(187,673
)
                                 
Tax incentives - SUDENE
   
-
     
-
     
22,100
     
16,776
 
Income and social contribution taxes in the income statement
   
(60,944
)
   
(4,691
)
   
(252,646
)
   
(170,897
)
                                 
Current
   
(60,908
)
   
(4,069
)
   
(244,695
)
   
(143,841
)
Deferred
   
(36
)
   
(622
)
   
(30,051
)
   
(43,832
)
Tax incentives - SUDENE
   
-
     
-
     
22,100
     
16,776
 

 
 
41

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
c.
Tax incentives - SUDENE

The following subsidiaries are entitled to federal tax benefits providing for IRPJ reduction under the program for development of northeastern Brazil operated by the Superintendency for the Development of the Northeast (“SUDENE”):

Subsidiary
Units
Incentive - %
Expiration
       
Oxiteno Nordeste S.A. Indústria e Comércio
Camaçari plant
75
2016
       
Bahiana Distribuidora de Gás Ltda.
Caucaia base (1)
75
2012
 
Mataripe base
75
2013
 
Aracaju base
75
2017
 
Suape base
75
2018
       
Terminal Químico de Aratu S.A. – Tequimar
Aratu terminal (2)
75
2012
 
Suape terminal
75
2020
       
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda.
Camaçari plant
75
2022

(1) In the second semester of 2013 the subsidiary will request the extension of the recognition of tax incentive for another 10 years, due the production increase verified in the Caucaia base.

(2) In April 2013 the subsidiary requested the extension of the recognition of tax incentive for another 10 years, due the modernization verified in the Aratu terminal.
 

d.  
Income and social contribution taxes carryforwards

As of June 30, 2013, the Company and certain subsidiaries have loss carryforwards (income tax) amounting to R$ 181,181 (R$ 171,409 as of December 31, 2012) and negative basis of CSLL of R$ 166,675 (R$ 155,911 as of December 31, 2012), whose compensations are limited to 30% of taxable income, which do not expire. Based on these values the Company and its subsidiaries recognized deferred income and social contribution tax assets in the amount of R$ 60,296 as of June 30, 2013 (R$ 56,884 as of December 31, 2012).

 
 
42

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

10.  
Prepaid expenses (Consolidated)
 
   
06/30/2013
   
12/31/2012
 
             
Rents
   
69,134
     
60,931
 
Deferred Stock Plan, net (see Note 8.c)
   
27,343
     
31,438
 
Software maintenance
   
8,974
     
11,168
 
Insurance premiums
   
10,303
     
15,612
 
Advertising and publicity (1)
   
55,230
     
6,218
 
Purchases of meal and transportation tickets
   
4,341
     
4,545
 
Taxes and other prepaid expenses
   
7,805
     
3,551
 
                 
     
183,130
     
133,463
 
                 
Current
   
99,633
     
53,811
 
                 
Non-current
   
83,497
     
79,652
 

(1) On June 30, 2013, R$ 26,472 refer to marketing campaigns that will happen in 2014 due to the Soccer World Cup in Brazil.
 
 
 
43

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
11. 
Investments


a. 
Subsidiaries and joint-ventures (Parent company)
 
   
06/30/2013
 
 
   
Ultracargo –
Operações
Logísticas e
Participações Ltda.
   
Oxiteno S.A. Indústria e Comércio
   
Ipiranga Produtos de Petróleo S.A.
   
Refinaria de Petróleo Riograndense S.A.
 
                         
Number of shares or units held
   
11,839,764
     
35,102,127
     
224,467,228,244
     
5,078,888
 
Assets
   
1,045,674
     
3,015,753
     
8,688,041
     
205,547
 
Liabilities
   
19,985
     
588,946
     
6,803,047
     
146,666
 
Shareholders’ equity adjusted for intercompany unrealized profits
   
1,025,689
     
2,426,807
     
1,884,994
     
58,881
 
Net revenue from sales and services
   
-
     
440,367
     
25,132,229
     
101,830
 
Net income for the period after adjustment for intercompany unrealized profits
   
37,178
     
81,430
     
464,944
     
7,120
 
 
   
12/31/2012
 
 
   
Ultracargo –
Operações
Logísticas e
Participações Ltda.
   
Oxiteno S.A. Indústria e Comércio
   
Ipiranga Produtos de Petróleo S.A.
   
Refinaria de Petróleo Riograndense S.A.
 
                         
Number of shares or units held
   
9,323,829
     
35,102,127
     
224,467,228,244
     
5,078,888
 
Assets
   
1,008,765
     
3,142,610
     
8,934,599
     
229,328
 
Liabilities
   
19,921
     
789,697
     
6,493,500
     
169,820
 
Shareholders’ equity adjusted for intercompany unrealized profits
   
988,511
     
2,349,275
     
2,435,502
     
59,508
 
       
   
06/30/2012
 
                                 
Net revenue from sales and services
   
-
     
445,233
     
21,987,271
     
60,703
 
Net income for the period after adjustment for intercompany unrealized profits
   
39,561
     
70,682
     
301,786
     
6,089
 

Operating financial information of the subsidiaries is detailed in Note 21.
 
 
 
44

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

   
Ultracargo - Operações Logísticas e Participações Ltda.
   
Oxiteno S.A. - Indústria e Comércio
   
Ipiranga Produtos de Petróleo S.A.
   
Refinaria de Petróleo Riograndense S.A.
   
Total
 
                               
Balance as of December 31, 2012
   
988,844
     
2,352,973
     
2,441,115
     
19,759
     
5,802,691
 
 Effect of adoption of IAS 19 (CPC 33 (R2)) - Employee benefits
   
(333
)
   
(3,698
)
   
(5,613
)
   
 -
     
(9,644
)
Balance as of December 31, 2012 - restated
   
988,511
     
2,349,275
     
2,435,502
     
19,759
     
5,793,047
 
Share of profit of subsidiaries and joint ventures
   
37,178
     
81,430
     
464,944
     
1,404
     
584,956
 
Dividends and interest on equity (gross)
   
-
     
-
     
(315,435
)
   
(1,612
   
(317,047
)
Capital decrease
   
-
     
-
     
(700,000
)
   
-
     
(700,000
)
Tax liabilities on equity- method revaluation reserve
   
-
     
-
     
(21
)
   
-
     
(21
)
Valuation adjustment of subsidiaries
   
-
     
9
     
4
     
-
     
13
 
Translation adjustments of foreign-based subsidiaries
   
-
     
(3,907
)
   
-
     
-
     
(3,907
)
                                         
Balance as of June 30, 2013
   
1,025,689
     
2,426,807
     
1,884,994
     
19,551
     
5,357,041
 
 
   
Ultracargo - Operações Logísticas e Participações Ltda.
   
Oxiteno S.A. - Indústria e Comércio
   
Ipiranga Produtos de Petróleo S.A.
   
Refinaria de Petróleo Riograndense S.A.
   
Total
 
                               
Balance as of December 31, 2011
   
780,883
     
2,206,872
     
2,284,440
     
18,904
     
5,291,099
 
 Effect of adoption of IAS 19 (CPC 33 (R2)) - Employee benefits
   
(361
)
   
(4,140
)
   
(6,038
)
   
 -
     
(10,539
)
Balance as of December 31, 2011 - restated
   
780,522
     
2,202,732
     
2,278,402
     
18,904
     
5,280,560
 
Share of profit of subsidiaries and joint ventures
   
39,561
     
70,682
     
301,786
     
2,023
     
414,052
 
Dividends and interest on equity (gross)
   
-
     
-
     
(191,621
)
   
(2,432
)
   
(194,053
)
Tax liabilities on equity- method revaluation reserve
   
-
     
-
     
(52
)
   
-
     
(52
)
Valuation adjustment of subsidiaries
   
-
     
(103
)
   
(59
)
   
-
     
(162
)
Translation adjustments of foreign-based subsidiaries
   
-
     
9,523
     
-
     
-
     
9,523
 
                                         
Balance as of June 30, 2012
   
820,083
     
2,282,834
     
2,388,456
     
18,495
     
5,509,868
 

 
 
45

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

b. 
Joint ventures (Consolidated)
 
   
Movements in investments
 
   
Uniăo Vopak
   
RPR
   
ConectCar
   
Total
 
                         
                         
Balance as of  December 31, 2012
   
5,714
     
19,759
     
2,736
     
28,209
 
   Capital increase
   
-
     
-
     
12,580
     
12,580
 
  Received dividends
   
-
     
(1,612)
     
-
     
(1,612)
 
   Share of profit (loss) of joint ventures
   
692
     
1,404
*
   
(4,564
)
   
(2,468
)
                                 
Balance as of June 30, 2013
   
6,406
     
19,551
     
10,752
     
36,709
 
 

*Includes adjustments related to the conclusion of the audit of 2012.

   
Movements in investments
 
   
Uniăo Vopak
   
RPR
   
Maxfácil
   
Total
 
                         
                         
Balance as of  December 31, 2011
   
6,331
     
18,904
     
95,568
     
120,803
 
   Received dividends
   
(649
)
   
(2,432
)
   
(7,672
)
   
(10,753
)
   Share of profit (loss) of joint ventures
   
598
     
2,023
     
3,173
     
5,794
 
                                 
Balance as of June 30, 2012
   
6,280
     
18,495
     
91,069
     
115,844
 


   
06/30/2013
 
   
Uniăo Vopak
   
RPR
   
ConectCar
 
                   
Current assets
   
4,550
     
110,107
     
13,687
 
Non-current assets
   
9,652
     
95,440
     
15,073
 
Current liabilities
   
1,390
     
39,175
     
7,258
 
Non-current liabilities
   
-
     
107,491
     
-
 
Shareholders’ equity
   
12,812
     
58,881
     
21,502
 
Net revenue from sales and services
   
6,404
     
101,830
     
1,379
 
Costs and operating expenses
   
(4,412)
     
(91,146)
     
(15,145)
 
Net financial income and income and social contribution  taxes
   
(608)
     
(3,564)
     
4,638
 
Net income (loss) for the period
   
1,384
     
7,120
     
(9,128
)
                         
Number of shares or units held
   
29,995
     
5,078,888
     
25,000,000
 
% of capital held
   
50
     
33
     
50
 

 
 
46

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)



   
12/31/2012
 
   
Uniăo Vopak
   
RPR
   
ConectCar
 
                   
Current assets
   
4,254
     
137,729
     
12,616
 
Non-current assets
   
9,908
     
91,599
     
9,363
 
Current liabilities
   
2,734
     
88,070
     
16,507
 
Non-current liabilities
   
-
     
81,750
     
-
 
Shareholders’ equity
   
11,428
     
59,908
     
5,472
 
                         
Number of shares or units held
   
29,995
     
5,078,888
     
25,000,000
 
% of capital held
   
50
     
33
     
50
 

 

   
06/30/2012
 
   
Uniăo Vopak
   
RPR
   
Maxfácil
 
                   
Net revenue from sales and services
   
8,018
     
60,703
     
462
 
Costs and operating expenses
   
(6,309
)
   
(51,074
)
   
(195
)
Net financial income and income and social contribution  taxes
   
(513
)
   
(3,540
)
   
6,079
 
Net income for the period
   
1,196
     
6,089
     
6,346
 
                         
Number of shares or units held
   
29,995
     
5,078,888
     
10,997
 
% of capital held
   
50
     
33
     
50
 


The Company holds an interest in RPR, which is primarily engaged in oil refining.

The subsidiary Ultracargo Participações holds an interest in Uniăo Vopak, which is primarily engaged in liquid bulk storage in the port of Paranaguá.

The subsidiary Ipiranga Produtos de Petróleo S.A. (“IPP”) holds an interest in ConectCar, which is primarily engaged in electronic payment of tolls, parking and fuel. ConectCar, formed in November 2012, started its operation on April 23, 2013 in the State of Săo Paulo.

The subsidiary IPP held an interest in Maxfácil, which was primarily engaged in the management of Ipiranga-branded credit cards. In November 2012, Maxfácil was split between the partners in proportion to their shareholdings and subsequently merged by each partner.

These investments are accounted for under the equity method of accounting based on their information as of June 30, 2013.

 
 
47

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


c. 
Associates (Consolidated)
 
   
Movements in investments
 
   
Transportadora
Sulbrasileira de Gás S.A.
   
Oxicap
Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Total
 
                         
Balance as of December 31, 2012
   
7,014
     
2,020
     
3,636
     
12,670
 
Share of profit (loss) of associates
   
469
     
(39
)
   
(4
)
   
426
 
                                 
Balance as of June 30, 2013
   
7,483
     
1,981
     
3,632
     
13,096
 



   
Movements in investments
 
   
Transportadora
Sulbrasileira de Gás S.A.
   
Oxicap
Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Total
 
                         
Balance as of December 31, 2011
   
6,828
     
2,105
     
3,693
     
12,626
 
Received dividends
   
(146
)
   
-
     
-
     
(146
)
Share of profit (loss) of associates
   
139
     
96
     
(61
)
   
174
 
                                 
Balance as of June 30, 2012
   
6,821
     
2,201
     
3,632
     
12,654
 


Subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A., which is primarily engaged in natural gas transportation services.

Subsidiary Oxiteno S.A. holds an interest in Oxicap Indústria de Gases Ltda. (“Oxicap”), which is primarily engaged in the supply of nitrogen and oxygen for its shareholders in the Mauá petrochemical complex.

Subsidiary Oxiteno Nordeste S.A. Indústria e Comércio (“Oxiteno Nordeste”) holds an interest in Química da Bahia Indústria e Comércio S.A., which is primarily engaged in manufacturing, marketing and processing of chemicals. The operations of this associate are currently suspended.

Subsidiary Companhia Ultragaz S.A. (“Cia. Ultragaz”) holds an interest in Metalúrgica Plus S.A., which is primarily engaged in the manufacture and trading of LPG containers. The operations of this associate are currently suspended.

Subsidiary IPP holds an interest in Plenogás Distribuidora de Gás S.A., which is primarily engaged in the marketing of LPG. The operations of this associate are currently suspended.

The investment of subsidiary Oxiteno S.A. in the associate Oxicap is accounted for under the equity method of accounting based on its information as of May 31, 2013, while the other associates are valued based on the interim financial information as of June 30, 2013.
 
 
 
48

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
   
06/30/2013
   
Transportadora
Sulbrasileira de
Gás S.A.
   
Oxicap Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Metalúrgica
Plus S.A.
   
Plenogás Distribuidora de Gás S.A.
 
                               
Current assets
   
10,636
     
16,548
     
93
     
357
     
287
 
Non-current assets
   
20,299
     
76,675
     
9,852
     
611
     
2,926
 
Current liabilities
   
671
     
9,707
     
-
     
26
     
121
 
Non-current liabilities
   
332
     
75,592
     
2,681
     
1,709
     
3,794
 
Shareholders’ equity
   
29,932
     
7,924
     
7,264
     
(767)
     
(702)
 
Net revenue from sales and services
   
3,975
     
15,629
     
-
     
-
     
-
 
Costs, operating expenses and income
   
(2,147)
     
(15,848)
     
(25)
     
(86)
     
182
 
Net financial income and income and social contribution taxes
   
48
     
63
     
17
     
-
     
-
 
Net income (loss) for the period
   
1,876
     
(156)
     
(8)
     
(86)
     
182
 
                                         
Number of shares or units held
   
20,124,996
     
156
     
1,493,120
     
3,000
     
1,384,308
 
% of capital held
   
25
     
25
     
50
     
33
     
33
 
     
   
12/31/2012
   
Transportadora
Sulbrasileira de
Gás S.A.
   
Oxicap Indústria de Gases Ltda.
   
Química da Bahia
Indústria e
Comércio S.A.
   
Metalúrgica
Plus S.A.
   
Plenogás Distribuidora de Gás S.A.
 
                               
Current assets
   
8,074
     
15,300
     
207
     
364
     
30
 
Non-current assets
   
20,881
     
88,938
     
9,745
     
678
     
3,150
 
Current liabilities
   
565
     
7,712
     
-
     
15
     
92
 
Non-current liabilities
   
332
     
88,446
     
2,682
     
1,708
     
3,972
 
Shareholders’ equity
   
28,058
     
8,080
     
7,270
     
(681
)
   
(884
)
     
   
06/30/2012
Net revenue from sales and services
   
2,457
     
16,479
     
-
     
-
     
-
 
Costs, operating expenses and income
   
(2,015
)
   
(15,958
)
   
(72
)
   
(74
)
   
254
 
Net financial income and income and social contribution taxes
   
110
     
(138
)
   
(49
)
   
3
     
(11
)
Net income (loss) for the period
   
553
     
383
     
(121
)
   
(71
)
   
244
 
                                         
Number of shares or units held
   
20,124,996
     
156
     
1,493,120
     
3,000
     
1,384,308
 
% of capital held
   
25
     
25
     
50
     
33
     
33
 
 
 
 
49

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


12.  
Property, plant and equipment (Consolidated)

Balances and changes in property, plant and equipment are as follows:
 
   
Weighted average useful life (years)
   
Balance
in 12/31/2012
   
Additions
   
Depreciation
   
Transfer
   
Write-offs
   
American Chemical acquisiton (1)
   
Effect of foreign currency exchange rate variation
   
Balance
in 06/30/2013
 
                                                       
Cost:
                                                     
Land
   
-
     
403,563
     
3,760
     
-
     
(10
   
(4,480
)
   
6,881
     
880
     
410,594
 
Buildings
   
28
     
1,152,647
     
641
     
-
     
31,700
     
(4,919
)
   
(279
)
   
1,236
     
1,181,026
 
Leasehold improvements
   
12
     
507,548
     
2,057
     
-
     
22,570
     
(631
)
   
-
     
3
     
531,547
 
Machinery and equipment
   
12
     
3,465,698
     
37,969
     
-
     
50,005
     
(1,484
)
   
18,048
     
(8,551
)    
3,561,685
 
Automotive fuel/lubricant distribution equipment and facilities
   
  14
     
  1,816,791
     
 
 
 
32,558
     
  -
     
 
 
 
28,153
     
 
 
 
(7,832
)
   
  -
     
 
 
 
-
     
 
 
 
1,869,670
 
LPG tanks and bottles
   
12
     
441,006
     
40,510
     
-
     
(30
   
(19,896
)
   
-
     
-
     
461,590
 
Vehicles
   
9
     
198,674
     
7,210
     
-
     
4,991
     
(6,347
)
   
156
     
(298
   
204,386
 
Furniture and utensils
   
8
     
117,296
     
1,732
     
-
     
1,926
     
(140
)
   
-
     
(65
)    
120,749
 
Construction in progress
   
-
     
294,328
     
104,869
     
-
     
(143,433
   
(1,468
)
   
-
     
3,413
     
257,709
 
Advances to suppliers
   
-
     
12,881
     
1,616
     
-
     
(729
   
-
     
-
     
-
     
13,768
 
Imports in progress
   
-
     
174
     
60
     
-
     
(82
   
-
     
-
     
3
     
155
 
IT equipment
   
5
     
197,881
     
5,130
     
-
     
846
     
(2,051
)
   
-
     
253
     
202,059
 
             
8,608,487
     
238,112
     
-
     
(4,093
   
(49,248
)
   
24,806
     
(3,126
   
8,814,938
 
                                                                         
Accumulated depreciation:
                                                                       
Buildings
           
(496,449
)
   
-
     
(19,274
)
   
(923
   
2,740
     
-
     
901
     
(513,005
)
Leasehold improvements
           
(237,447
)
   
-
     
(16,293
)
   
(31
   
537
     
-
     
(2
   
(253,236
)
Machinery and equipment
           
(1,673,635
)
   
-
     
(108,210
)
   
925
     
832
     
-
     
11,640
     
(1,768,448
)
Automotive fuel/lubricant distribution equipment and facilities
           
(972,014
)
   
  -
     
 
 
 
(52,325
)
   
 
 
 
1
     
 
 
 
5,149
     
-
     
 
 
 
-
     
 
 
 
(1,019,189
)
LPG tanks and bottles
           
(216,707
)
   
-
     
(13,738
)
   
28
     
8,847
     
-
     
-
     
(221,570
)
Vehicles
           
(89,221
)
   
-
     
(4,436
)
   
-
     
4,313
     
-
     
285
     
(89,059
)
Furniture and utensils
           
(83,447
)
   
-
     
(4,137
)
   
1
     
110
     
-
     
315
     
(87,158
)
IT equipment
           
(166,721
)
   
-
     
(6,146
)
   
(1
)    
1,490
     
-
     
2
     
(171,376
)
             
(3,935,641
)
   
-
     
(224,559
)
   
-
     
24,018
     
-
     
13,141
     
(4,123,041
)
                                                                         
Provision for loss:
                                                                       
Land
           
(197
)
   
-
     
-
     
-
     
-
     
-
     
-
     
(197
)
Machinery and equipment
           
(5,616
)
   
(157
)
   
-
     
-
     
298
     
-
     
-
     
(5,475
)
IT equipment
           
(3
)
   
-
     
-
     
-
     
2
     
-
     
-
     
(1
)
Vehicles
           
-
     
(106
)
   
-
     
-
     
5
     
-
     
-
     
(101
)
Furniture and utensils
           
(10
)
   
-
     
-
     
-
     
2
     
-
     
-
     
(8
)
             
(5,826
)
   
(263
)
   
-
     
-
     
307
     
-
     
-
     
(5,782
)
                                                                         
Net amount
           
4,667,020
     
237,849
     
(224,559
)
   
(4,093)
     
(24,923
)
   
24,806
     
10,015
     
4,686,115
 
 
(1)  
For further information on the American Chemical acquisition see Note 3.a).

Construction in progress relates substantially to expansions and renovations in industrial facilities and terminals and construction and upgrade of service stations and fuel distribution bases.

Advances to suppliers of property, plant and equipment relate basically to manufacturing of equipment for expansion of plants, terminals and bases, modernization of service stations and acquisition of real estate.

 
 
50

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


13.  
Intangible assets (Consolidated)

Balances and changes in intangible assets are as follows:

   
Goodwill
(i)
   
Software
(ii)
   
Technology
(iii)
   
Commercial property rights (iv)
   
Distribution
rights (v)
   
Others
(vi)
   
 
Total
 
                                           
Balance as of December 31, 2012
   
804,697
     
91,357
     
9,540
     
11,368
     
1,018,954
     
29,380
     
1,965,296
 
Additions
   
-
     
9,135
     
-
     
-
     
169,195
     
624
     
178,954
 
Write-offs
   
-
     
-
     
-
     
-
     
-
     
(111
)
   
(111
)
Transferences
   
-
     
3,905
     
-
     
-
     
(320
)
   
-
     
3,585
 
Amortization
   
-
     
(16,239
)
   
(2,975
)
   
(275
)
   
(145,622
)
   
(31
)
   
(165,142
)
Effect of foreign currency exchange rate variation
   
-
     
614
     
-
     
-
     
-
     
2,676
     
3,290
 
American Chemical acquisition  (1)
   
(10,071
)
   
-
     
-
     
-
     
1,865
     
-
     
(8,206
)
                                                         
Balance as of June 30, 2013
   
794,626
     
88,772
     
6,565
     
11,093
     
1,044,072
     
32,538
     
1,977,666
 
                                                         
Weighted average useful life (years)
   
 
     
5
     
5
     
30
     
5
     
9
         
 
 
(1)  
For further information on the American Chemical acquisition see Note 3.a).

i) Goodwill from acquisition of companies was amortized until December 31, 2008, when its amortization ceased. The net remaining balance is tested annually for impairment analysis purposes.

The Company has the following balances of goodwill:

   
06/30/2013
   
12/31/2012
 
Goodwill on the acquisition of:
           
Ipiranga
   
276,724
     
276,724
 
Uniăo Terminais
   
211,089
     
211,089
 
Texaco
   
177,759
     
177,759
 
American Chemical
   
44,856
     
54,927
 
Temmar
   
43,781
     
43,781
 
DNP
   
24,736
     
24,736
 
Repsol
   
13,403
     
13,403
 
Other
   
2,278
     
2,278
 
     
794,626
     
804,697
 

 
 
51

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
On December 31, 2012 the Company tested the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital and discount rates. The assumptions about growth projections and future cash flows are based on the Company's business plan, as well as comparable market data, and represent management’s best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related.

The evaluation of the value in use is calculated for a period of five years, after which we calculate the perpetuity, considering the possibility of carrying the business on indefinitely.

The discount and growth rates used to extrapolate the projections ranged from 10.4% to 29.6% and 0% to 3.5% p.a., respectively, depending on the CGU analyzed.

The Company’s goodwill impairment tests did not result in the recognition of losses for the year ended December 31, 2012.

ii) Software includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries, such as: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information and other systems.

iii) The subsidiaries Oxiteno S.A., Oxiteno Nordeste and Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. (“Oleoquímica”) recognize as technology certain rights of use held by them. Such licenses include the production of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers, ethoxylates, solvents, fatty acids from vegetable oils, fatty alcohols, and specialty chemicals, which are products that are supplied to various industries.

iv) Commercial property rights include those described below:

On July 11, 2002, subsidiary Terminal Químico de Aratu – Tequimar (“Tequimar”) executed an agreement with CODEBA – Companhia das Docas do Estado da Bahia, which allows it to explore the area in which the Aratu Terminal is located for 20 years, renewable for a similar period. The price paid by Tequimar was R$ 12,000, which is being amortized over the period from August 2002 to July 2042.
   
In addition, subsidiary Tequimar has a lease contract for an area adjacent to the Port of Santos for 20 years from December 2002, renewable for a similar period, which allows the construction, operation, and use of a terminal for liquid bulk unloading, tank storage, handling, and distribution. The price paid by Tequimar was R$ 4,334, which is being amortized over the period from August 2005 to December 2022.
 
v) Distribution rights refer mainly to bonus disbursements as provided in Ipiranga’s agreements with resellers and large customers. Bonus disbursements are recognized when paid and recognized as an expense in the income statement over the term of the agreement (typically 5 years) which is reviewed as per the changes occurred in the agreements.
 
vi) Others are represented substantially by the acquisition cost of the ‘am/pm’ brand in Brazil.
 

The amortization expenses were recognized in the interim financial information as shown below:
 
   
06/30/2013
   
06/30/2012
 
             
Inventories and cost of products and services sold
   
6,399
     
7,099
 
Selling and marketing
   
143,588
     
110,221
 
General and administrative
   
15,155
     
13,500
 
     
165,142
     
130,820
 

 
 
52

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

14.  
Loans, debentures and finance leases (Consolidated)

a.  
Composition

Description
 
06/30/2013
   
12/31/2012
 
Index/Currency
 
Weighted average financial charges 06/30/2013 - % p.a.
   
Maturity
 
                           
Foreign currency – denominated loans:
                         
Notes in the foreign market (b)
   
552,286
     
508,883
 
US$
   
+7.3
   
2015
 
Foreign loan (c.1) (*)
   
174,598
     
159,550
 
US$ + LIBOR (i)
   
+0.8
   
2015
 
Advances on foreign exchange contracts
   
136,042
     
114,760
 
US$
   
+1.6
   
< 348 days
 
Foreign loan (c.2)
   
132,588
     
122,152
 
US$ + LIBOR (i)
   
+1.0
   
2014
 
Financial institutions (e)
   
91,805
     
84,007
 
US$
   
+2.3
   
2013 to 2017
 
BNDES (d)
   
52,604
     
59,291
 
US$
   
+5.6
   
2013 to 2020
 
Financial institutions (e)
   
44,343
     
40,641
 
US$ + LIBOR (i)
   
+2.0
   
2017
 
Foreign currency advances delivered
   
28,107
     
52,744
 
US$
   
+1.5
   
< 109 days
 
Financial institutions (e)
   
24,352
     
25,259
 
MX$ + TIIE (ii)
   
+1.3
   
2014 to 2016
 
Financial institutions (e)
   
10,500
     
30,194
 
Bs (iii)
   
+10.4
   
2013 to 2015
 
Subtotal
   
1,247,225
     
1,197,481
                 
                                 
Brazilian Reais – denominated loans:
                               
Banco do Brasil – floating rate (f)
   
2,293,069
     
668,900
 
CDI
   
103.3
   
2014 to 2019
 
Banco do Brasil – fixed rate (f) (*)
   
867,806
     
1,948,096
 
R$
   
+12.1
   
2014 to 2015
 
Debentures - 4th issuance (g)
   
811,081
     
845,891
 
CDI
   
108.3
   
2015
 
BNDES (d)
   
678,542
     
677,840
 
TJLP (iv)
   
+2.5
   
2013 to 2020
 
Debentures - 1st public issuance IPP (g)
   
605,406
     
602,328
 
CDI
   
107.9
   
2017
 
Banco do Nordeste do Brasil
   
112,101
     
118,754
 
R$
   
+8.5 (vi)
   
2018 to 2021
 
BNDES (d)
   
54,881
     
49,163
 
R$
   
+5.3
   
2015 to 2019
 
Finance leases (i)
   
45,096
     
42,419
 
IGP-M (v)
   
+5.6
   
2031
 
FINEP
   
30,804
     
30,789
 
R$
   
+4.0
   
2019 to 2021
 
Export Credit Note (h) (*)
   
16,264
     
-
 
R$
   
+8.0
   
2016
 
FINEP
   
12,486
     
23,488
 
TJLP (iv)
   
+0.0
   
2014
 
Fixed finance leases (i)
   
188
     
494
 
R$
   
+13.7
   
2013 to 2014
 
FINAME
   
48
     
510
 
TJLP (iv)
   
+2.8
   
2013
 
Subtotal
   
5,527,772
     
5,008,672
                 
                                 
Currency and interest rate hedging instruments
   
 
 
4,071
     
  9,699
                 
                                 
Total
   
6,779,068
     
6,215,852
                 
                                 
Current
   
1,744,575
     
1,627,955
                 
                                 
Non-current
   
5,034,493
     
4,587,897
                 

(*) These transactions were designated for hedge accounting (see Note 22 – Hedge accounting).
 
 
 
53

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

(i)
LIBOR = London Interbank Offered Rate.
(ii)
MX$ = Mexican Peso; TIIE = the Mexican interbank balance interest rate.
(iii)
Bs = Venezuelan Bolivar.
(iv)
TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of BNDES. On June 30, 2013, TJLP was fixed at 5.0% p.a.
(v)
IGP-M = General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation.
(vi)
Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to foster the development of the industrial sector, administered by Banco do Nordeste do Brasil. On June 30, 2013, the FNE interest rate was 10% p.a. FNE grants a discount of 15% over the interest rate for timely payments.

The long-term consolidated debt had the following maturity schedule:

   
06/30/2013
   
12/31/2012
 
             
From 1 to 2 years
   
1,994,288
     
1,440,473
 
From 2 to 3 years
   
1,209,018
     
2,105,115
 
From 3 to 4 years
   
215,603
     
166,648
 
From 4 to 5 years
   
698,082
     
762,556
 
More than 5 years
   
917,502
     
113,105
 
     
5,034,493
     
4,587,897
 

As provided in IAS 39 (CPC 8 (R1)), the transaction costs and issuance premiums associated with debt issuance by the Company and its subsidiaries were added to their financial liabilities, as shown in Note 14.j).

The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 22).

 
 
54

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

b.  
 Notes in the foreign market

In December 2005, the subsidiary LPG International Inc. (“LPG Inc.”) issued US$ 250 million in notes in the foreign market, maturing in December 2015, with interest rate of 7.2% p.a., paid semiannually. The issuance price was 98.7% of the note’s face value, which represented a total yield for investors of 7.4% p.a. upon issuance. The notes were guaranteed by the Company and its subsidiary Oxiteno S.A.

As a result of the issuance of these notes, the Company and its subsidiaries are required to undertake certain obligations, including:

Limitation on transactions with shareholders that hold 5% or more of any class of stock of the Company, except upon fair and reasonable terms no less favorable than could be obtained in a comparable arm’s-length transaction with a third party.
   
Required board approval for transactions with shareholders that hold 5% or more of any class of stock of the Company, or with their subsidiaries, in an amount higher than US$ 15 million (except transactions of the Company with its subsidiaries and between its subsidiaries).

Restriction on sale of all or substantially all assets of the Company and subsidiaries LPG and Oxiteno S.A.

Restriction on encumbrance of assets exceeding US$ 150 million or 15% of the value of the consolidated tangible assets.
 
The Company and its subsidiaries are in compliance with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this kind and have not limited their ability to conduct their business to date.

 
c.  
Foreign loan

1) In November 2012 the subsidiary IPP contracted a foreign loan in the amount of US$ 80 million, with maturity in November 2015 and interest of LIBOR + 0.8% p.a., paid quarterly. IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loan charge to 104.1% of CDI (see Note 22). IPP designated these hedging instruments as a fair value hedge; therefore, loan and hedging instruments are both stated at fair value from inception. The foreign loan is secured by the Company.

2) The subsidiary Oxiteno Overseas Corp. has a foreign loan in the amount of US$ 60 million with maturity in June 2014 and interest of LIBOR + 1.0% p.a., paid semiannually. The Company, through its subsidiary Cia. Ultragaz, contracted hedging instruments with floating interest rate in dollar and exchange rate variation, changing the foreign loan charge to 86.9% of CDI (see Note 22). The foreign loan is guaranteed by the Company and its subsidiary Oxiteno S.A.

As a result of these foreign loans, some obligations mentioned in Note 14.b) must also be maintained by the Company and its subsidiaries. Additionally, during these contracts, the Company shall maintain the following financial ratios, calculated based on its audited consolidated interim financial information:

 
Maintenance of a financial ratio, determined by the ratio between consolidated net debt and consolidated Earnings before Interest, Taxes, Depreciation and Amortization (EBITDA), at less than or equal to 3.5.

 
Maintenance of a financial ratio, determined by the ratio between consolidated EBITDA and consolidated net financial expenses, higher than or equal to 1.5.

The Company is in compliance with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transactions and have not limited their ability to conduct their business to date.
 
 
 
55

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


d.  
BNDES
 
The Company and its subsidiaries have financing from BNDES for some of their investments and for working capital.

During the term of these agreements, the Company must maintain the following capitalization and current liquidity levels, as determined in the annual consolidated audited balance sheet:

-
capitalization level: shareholders’ equity / total assets equal to or above 0.3; and

-
current liquidity level: current assets / current liabilities equal to or above 1.3.

The Company is in compliance with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transactions and have not limited their ability to conduct their business to date.
 
e.  
Financial institutions
 
The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno Andina, Oxiteno USA LLC and American Chemical have loans to finance investments and working capital.

f.  
Banco do Brasil

The subsidiary IPP has fixed and floating interest rate loans with Banco do Brasil to finance the marketing, processing or manufacturing of agricultural goods (ethanol). IPP contracted interest hedging instruments, thus converting the fixed rates for these loans into an average 99.3% of CDI (see Note 22). IPP designates these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both stated at fair value from inception. Changes in fair value are recognized in profit or loss.

These loans mature, as follows:

Maturity
 
06/30/2013
 
Jan/14
   
391,330
 
Mar/14
   
241,080
 
Apr/14
   
61,444
 
May/14
   
432,013
 
May/15
   
435,793
 
Feb/16
   
511,313
 
May/16
   
301,852
 
May/19
   
786,050
 
Total
   
3,160,875
 

During the first and second quarters of 2013, IPP renegotiated loans with original maturities in those periods, in the notional amounts of R$ 500 million and R$ 300 million, changing the maturity to February 2016 and May 2016, respectively, with floating charges of 104.3% of CDI.

In the second quarter of 2013, IPP contracted an additional loan in the notional amount of R$ 800 million, maturing in May 2019 and floating charges of 104.0% of CDI.
 
 
 
56

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
g.  
Debentures

·
In December 2012, the subsidiary IPP made its first issuance of public debentures in single series of 60,000 simple, nonconvertible into shares, unsecured, nominative and registered debentures, and its main characteristics are as follows:
 
Face value unit:
R$ 10,000.00
Final maturity:
November 16, 2017
Payment of the face value:
Lump sum at final maturity
Interest:
107.9% of CDI
Payment of interest:
Semiannually
Reprice:
Not applicable
 
·
In March 2012, the Company made its fourth issuance of debentures, in a single series of 800 simple, nonconvertible into shares, unsecured debentures, and its main characteristics are as follows:
 
Face value unit:
R$ 1,000,000.00
Final maturity:
March 16, 2015
Payment of the face value:
Lump sum at final maturity
Interest:
108.3% of CDI
Payment of interest:
Annually
Reprice:
Not applicable

h. 
Export credit note
 
In March 2013, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$ 17.5 million, with maturity in March 2016 and interest rate of 8% p.a., paid quarterly. Oxiteno Nordeste contracted interest hedging instruments, thus converting the fixed rates for these loans into 93.9% of CDI (see Note 22). Oxiteno Nordeste designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both stated at fair value from inception. Changes in fair value are recognized in profit or loss.
 
 
 
57

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
i.  
Finance leases

The subsidiary Cia. Ultragaz has a finance lease contract related to LPG bottling facilities, maturing in April 2031.

The subsidiary Serma – Associaçăo dos Usuários de Equipamentos de Processamento de Dados e Serviços Correlatos (“Serma”) has finance lease contracts related to IT equipment with terms of 36 months. The subsidiary has the option to purchase the assets at a price substantially lower than the fair market price on the date of option, and management intends to exercise such option.

The financial leases contracts of vehicles for fuel transportation of the subsidiary Tropical Transportes Ipiranga Ltda. (“Tropical”) ended in March and April 2013, and the subsidiary received the property rights of the vehicles.

The amounts of equipments and intangible assets, net of depreciation and amortization, and of the liabilities corresponding to such equipments, are shown below:

   
06/30/2013
       
   
LPG bottling
facilities
   
IT equipment
   
Vehicles for fuel transportation
   
Total
 
Equipment and intangible assets, net of depreciation and amortization
   
32,151
     
498
     
835
     
33,484
 
                                 
Financing (present value)
   
45,096
     
188
     
-
     
45,284
 
                                 
Current
   
1,695
     
188
     
-
     
1,883
 
Non-current
   
43,401
     
-
     
-
     
43,401
 
 
   
12/31/2012
       
   
LPG bottling
facilities
   
IT equipment
   
Vehicles for fuel transportation
   
Total
 
Equipment and intangible assets, net of depreciation and amortization
   
34,649
     
765
     
847
     
  36,261
 
                                 
Financing (present value)
   
42,419
     
410
     
84
     
42,913
 
                                 
Current
   
1,533
     
357
     
84
     
1,974
 
Non-current
   
40,886
     
53
     
-
     
40,939
 

 
 
58

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


 
The future disbursements (installments) assumed under these contracts are presented below:

   
06/30/2013
   
LPG bottling facilities
   
IT equipment
   
Vehicles for fuel transportation
   
 
Total
 
                         
Up to 1 year
   
3,949
     
226
     
-
     
4,175
 
From 1 to 2 years
   
3,949
     
-
     
-
     
3,949
 
From 2 to 3 years
   
3,949
     
-
     
-
     
3,949
 
From 3 to 4 years
   
3,949
     
-
     
-
     
3,949
 
From 4 to 5 years
   
3,949
     
-
     
-
     
3,949
 
More than 5 years
   
50,678
     
-
     
-
     
50,678
 
                                 
     
70,423
     
226
     
-
     
70,649
 


   
12/31/2012
   
LPG bottling facilities
   
IT equipment
   
Vehicles for fuel transportation
   
 
Total
 
                         
Up to 1 year
   
3,655
     
385
     
113
     
4,153
 
From 1 to 2 years
   
3,655
     
55
     
-
     
3,710
 
From 2 to 3 years
   
3,655
     
-
     
-
     
3,655
 
From 3 to 4 years
   
3,655
     
-
     
-
     
3,655
 
From 4 to 5 years
   
3,655
     
-
     
-
     
3,655
 
More than 5 years
   
48,730
     
-
     
-
     
48,730
 
                                 
     
67,005
     
440
     
113
     
67,558
 

The above amounts include Services Tax (“ISS”) payable on the monthly installments, except for disbursements for the LPG bottling facilities.
 
 
 
59

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


j.  
Transaction costs

Transaction costs incurred in issuing debt were deducted from the value of the related financial instrument and are recognized as expense according to the effective interest rate method, as follows:
 
   
Effective rate of transaction costs (% p.a.)
   
Balance as of December 31, 2012
   
Incurred cost
   
Amortization
   
Effect of exchange rate variation
   
Balance as of June 30, 2013
 
                                     
Banco do Brasil (f)
    0.4       13,315       16,212       (5,206 )     -       24,321  
Debentures (g)
    0.4       8,116       -       (1,595 )     -       6,521  
Notes in the foreign market (b)
    0.2       3,021       -       (506 )     214       2,729  
Other
    0.2       1,435       -       (265 )     23       1,193  
                                                 
Total
            25,887       16,212       (7,572 )     237       34,764  

The amount to be appropriated to profit or loss in the future is as follows:

 
   
Up to 1 year
   
1 to 2 years
   
2 to 3 years
   
3 to 4 years
   
4 to 5 years
   
More than 5 years
   
Total
 
                                           
Banco do Brasil (f)
    7,868       3,890       2,452       2,951       3,514       3,646       24,321  
Debentures (g)
    3,575       2,810       53       58       25       -       6,521  
Notes in the foreign market (b)
    1,091       1,092       546       -       -       -       2,729  
Other
    557       332       189       86       29       -       1,193  
                                                         
Total
    13,091       8,124       3,240       3,095       3,568       3,646       34,764  
 
 
 
60

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
k.  
Guarantees

The financings are guaranteed by collateral in the amount of R$ 39,255 as of June 30, 2013 (R$ 41,466 as of December 31, 2012) and by guarantees and promissory notes in the amount of R$ 2,540,277 as of June 30, 2013 (R$ 2,423,240 as of December 31, 2012).

In addition, the Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 148,852 as of June 30, 2013 (R$ 179,387 as of December 31, 2012).

Some subsidiaries issued collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. The maximum amount of future payments related to these collaterals is R$ 9,007 as of June 30, 2013 (R$ 12,137 as of December 31, 2012), with maturities of less than 210 days. As of June 30, 2013, the Company and its subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals recognized in current liabilities as other payables is R$ 221 as of June 30, 2013 (R$ 298 as of December 31, 2012), which is recognized as profit or loss as customers settle their obligations with the financial institutions.

Some financing agreements of the Company and its subsidiaries have cross default clauses that require them to pay the debt assumed in case of default of other debts equal to or greater than US$ 15 million. As of June 30, 2013, there was no event of default of the debts of the Company and its subsidiaries.

 
15.  
Trade payables (Consolidated)
 
   
06/30/2013
   
12/31/2012
 
             
Domestic suppliers
   
900,898
     
1,242,447
 
Foreign suppliers
   
85,361
     
55,288
 
                 
     
986,259
     
1,297,735
 

The Company and its subsidiaries acquire oil based fuels and LPG from Petróleo Brasileiro S.A. - Petrobras and its subsidiaries and ethylene from Braskem S.A. and Braskem Qpar S.A. These suppliers control almost all the markets for these products in Brazil. The Company and its subsidiaries depend on the ability of those suppliers to deliver products in a timely manner and at acceptable prices and terms. The loss of any major supplier or a significant reduction in product availability from these suppliers could have a significant adverse effect on the Company and its subsidiaries. The Company and its subsidiaries believe that their relationship with suppliers is satisfactory.
 
 
 
61

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

16.  
Salaries and related charges (Consolidated)
 
   
06/30/2013
   
12/31/2012
 
             
Profit sharing, bonus and premium
   
60,712
     
114,305
 
Provisions on payroll
   
113,713
     
93,596
 
Social charges
   
22,996
     
32,643
 
Salaries and related payments
   
8,550
     
9,305
 
Benefits
   
1,225
     
1,466
 
Others
   
673
     
1,211
 
                 
     
207,869
     
252,526
 

 
17.
Taxes payable (Consolidated)
 
   
06/30/2013
   
12/31/2012
 
             
ICMS
   
77,758
     
71,255
 
PIS and COFINS
   
7,541
     
10,564
 
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina and American Chemical
   
9,600
     
  8,818
 
ISS
   
5,106
     
5,703
 
IPI
   
4,791
     
4,502
 
National Institute of Social Security (INSS)
   
2,115
     
3,448
 
Income Tax Withholding (IRRF)
   
23,044
     
1,432
 
Others
   
4,643
     
1,951
 
                 
     
134,598
     
107,673
 

 
 
62

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 


18.  
Provision for assets retirement obligation – fuel tanks (Consolidated)

This provision corresponds to the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain use period (see Note 2.m).

Movements in the provision for assets retirement obligations are as follows:

Balance at December 31, 2012
   
70,411
 
Additions (new tanks)
   
266
 
Expense with tanks removed
   
(1,787
)
Accretion expense
   
2,569
 
         
Balance at June 30, 2013
   
71,459
 
         
Current
   
3,482
 
Non-current
   
67,977
 
 
 
19.  
Deferred revenue (Consolidated)

The Company and its subsidiaries have recognized the following deferred revenue:

   
06/30/2013
   
12/31/2012
 
             
Loyalty program “Km de Vantagens”
   
8,562
     
13,545
 
 ‘am/pm’ franchising upfront fee
   
13,228
     
14,362
 
     
21,790
     
27,907
 
                 
Current
   
13,059
     
18,054
 
Non-current
   
8,731
     
9,853
 
 

Ipiranga has a loyalty program called Km de Vantagens under which registered customers are rewarded with points when they buy products at Ipiranga service stations or at its partners. The customers may exchange these points, during the period of one year, for discounts on products and services offered by Ipiranga and its partners. Points received by Ipiranga’s customers that may be used with the partner Multiplus Fidelidade and for discounts of fuel in Ipiranga’s website (www.postoipiranganaweb.com.br) are considered part of the sales revenue based on the fair value of the points granted. Revenue is deferred based on the expected redemption of points, and is recognized in profit or loss when the points are redeemed, on which occasion the costs incurred are also recognized. Deferred revenue of unredeemed points is also recognized in profit or loss when the points expire.
 
The franchising upfront fee related to the ‘am/pm’ convenience store chain received by Ipiranga is deferred and recognized in profit or loss on an accrual basis, based on the substance of the agreements with the franchisees.
 
 
 
63

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

20.  
Shareholders’ equity

a.  
Share capital
 
The Company is a publicly traded company listed on BM&FBOVESPA in the Novo Mercado listing segment and on the New York Stock Exchange (NYSE) in the form of level III American Depositary Receipts (“ADRs”). The subscribed and paid-in capital stock consists of 544,383,996 common shares with no par value, and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.

The Company is authorized to increase capital up to the limit of 800,000,000 common shares, without amendment to the Bylaws, by resolution of the Board of Directors.

As of June 30, 2013, there were 34,014,797 common shares outstanding abroad in the form of ADRs.

b.  
Treasury shares
 
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Instructions 10, of February 14, 1980 and 268, of November 13, 1997. In the six months of 2013, there were no stock repurchases.

As of June 30, 2013, 7,971,556 common shares were held in the Company’s treasury, acquired at an average cost of R$ 14.42 per share.

The price of the shares issued by the Company as of June 30, 2013 on BM&FBOVESPA was R$ 53.12.

c.  
Capital reserve
 
The capital reserve reflects the gain on the transfer of shares at market price to be held in treasury by the Company’s subsidiaries, at an average price of R$ 17.44 per share. Such shares were used in the Deferred Stock Plan granted to executives of these subsidiaries, as mentioned in Note 8.c).
 
d.  
Revaluation reserve
 
The revaluation reserve reflects the revaluation of assets of subsidiaries and is based on depreciation, write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.
 
 
 
64

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

 
e.  
Profit reserves
 
Legal reserve

Under Brazilian Corporate Law, the Company is required to appropriate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of capital stock. This reserve may be used to increase capital or absorb losses, but may not be distributed as dividends.

Retention of profits

Reserve recognized in previous fiscal years and used for investments contemplated in a capital budget, mainly for expansion, productivity, and quality, acquisitions and new investments, in accordance with Article 196 of Brazilian Corporate Law.

Investments reserve

In compliance with Article 194 of the Brazilian Corporate Law and Article 55.c) of the Bylaws this reserve is aimed to protect the integrity of the Company’s assets and to supplement its capital stock, in order to allow new investments to be made.

f.  
Other comprehensive income

Valuation adjustments

The differences between the fair value and amortized cost of financial investments classified as available for sale are recognized as valuation adjustments. The gains and losses recognized in the shareholders’ equity are reclassified to profit or loss in case the financial instruments are prepaid.

Gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in shareholders’ equity as valuation adjustments. Gains and losses recorded in equity are reclassified to profit or loss in case of settlement of the post-employment benefits plan.

Cumulative translation adjustments

The change in exchange rates on assets, liabilities and income of foreign subsidiaries that have (i) functional currency other than the presentation currency of the Company and (ii) an independent administration, is directly recognized in the shareholders’ equity. This accumulated effect is reflected in profit or loss as a gain or loss only in case of disposal or write-off of the investment.
 
g.  
Dividends

The shareholders are entitled, under the Bylaws, to a minimum annual dividend of 50% of adjusted net income calculated in accordance with Brazilian Corporate Law. The dividends and interest on equity in excess of the obligation established in the Bylaws are recognized in shareholders’ equity until they are approved by the Shareholders’ Meeting. The proposed dividends payable as of December 31, 2012 in the amount of R$ 354,032 (R$ 0.66 – sixty six cents of Brazilian Reais per share), were approved by the Board of Directors on February 20, 2013, having been ratified in the Annual General Shareholders’ Meeting on April 10, 2013 and paid on March 8, 2013.
 
 
 
65

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

21.  
Segment information

The Company operates four main business segments: gas distribution, fuel distribution, chemicals, and storage. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles and lubricants and related activities throughout all the Brazilian territory. The chemicals segment (Oxiteno) produces ethylene oxide and its main derivatives and fatty alcohols, which are the raw materials for the home and personal care, agrochemical, paints, varnishes, and other industries. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast, and Northeast regions of Brazil. The segments shown in the interim financial information are strategic business units supplying different products and services. Inter-segment sales are at prices similar to those that would be charged to third parties.

The main financial information of each of the Company’s segments can be stated as follows:

   
06/30/2013
   
06/30/2012
 
Net revenue:
           
Ultragaz
   
1,925,197
     
1,893,162
 
Ipiranga
   
25,159,437
     
22,039,259
 
Oxiteno
   
1,576,016
     
1,371,058
 
Ultracargo
   
161,367
     
139,282
 
Others (1)
   
17,323
     
26,241
 
Intersegment sales
   
(35,268)
     
(40,037)
 
Total
   
28,804,072
     
25,428,965
 
                 
Intersegment sales:
               
Ultragaz
   
647
     
460
 
Ipiranga
   
-
     
-
 
Oxiteno
   
15
     
-
 
Ultracargo
   
17,393
     
13,381
 
Others (1)
   
17,213
     
26,196
 
Total
   
35,268
     
40,037
 
                 
Net revenue, excluding intersegment sales:
               
Ultragaz
   
1,924,550
     
1,892,702
 
Ipiranga
   
25,159,437
     
22,039,259
 
Oxiteno
   
1,576,001
     
1,371,058
 
Ultracargo
   
143,974
     
125,901
 
Others (1)
   
110
     
45
 
Total
   
28,804,072
     
25,428,965
 
 
 
 
66

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

   
06/30/2013
   
06/30/2012
 
Operating income:
           
Ultragaz
   
70,781
     
57,441
 
Ipiranga
   
690,748
     
526,362
 
Oxiteno
   
121,389
     
105,269
 
Ultracargo
   
54,340
     
52,007
 
Others (1)
   
2,480
     
2,426
 
Total
   
939,738
     
743,505
 
                 
Financial income
   
100,438
     
115,021
 
Financial expenses
   
(255,282)
     
(267,536)
 
Share of profit of joint-ventures and  associates
   
(2,042)
     
5,968
 
Income before taxes
   
782,852
     
596,958
 
                 


   
06/30/2013
   
06/30/2012
 
Additions to property, plant and equipment and intangible assets:
           
Ultragaz
   
84,437
     
98,270
 
Ipiranga
   
256,520
     
357,658
 
Oxiteno
   
53,824
     
74,488
 
Ultracargo
   
18,246
     
69,497
 
Others (1)
   
4,038
     
5,001
 
Total additions to property, plant and equipment and intangible assets (see Notes 12 and 13)
   
417,065
     
604,914
 
Assets retirement obligation – fuel tanks (see Note 18)
   
(267)
     
(1,119)
 
Capitalized borrowing costs
   
(3,681)
     
(4,891)
 
Total investments in property, plant and equipment and intangible assets (cash flow)
   
413,117
     
598,904
 


   
06/30/2013
   
06/30/2012
 
Depreciation and amortization charges:
           
Ultragaz
   
66,331
     
65,449
 
Ipiranga
   
220,471
     
182,202
 
Oxiteno
   
66,290
     
59,908
 
Ultracargo
   
23,199
     
15,162
 
Others (1)
   
5,946
     
5,436
 
Total
   
382,237
     
328,157
 

 
 
67

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

   
06/30/2013
   
12/31/2012
 
Total assets:
           
Ultragaz
   
2,394,911
     
2,302,009
 
Ipiranga
   
7,400,685
     
7,619,164
 
Oxiteno
   
3,567,855
     
3,532,076
 
Ultracargo
   
1,309,981
     
1,330,569
 
Others (1)
   
912,879
     
465,736
 
Total
   
15,586,311
     
15,249,554
 

(1) Composed primarily of the parent company Ultrapar.
 
Geographic area information

The fixed and intangible assets of the Company and its subsidiaries are located in Brazil, except those related to Oxiteno’ plants abroad, as shown below:

   
06/30/2013
   
12/31/2012
 
             
Mexico
   
56,358
     
46,248
 
Venezuela
   
19,521
     
22,418
 
Uruguay
   
48,313
     
43,769
 
United States of America
   
77,246
     
48,922
 

The Company generates revenue from operations in Brazil, Mexico, Venezuela and, from November 1st, 2012, in Uruguay, as well as from exports of products to foreign customers, as disclosed below:
 
   
06/30/2013
   
06/30/2012
 
Net revenue:
           
Brazil
   
28,337,553
     
25,023,015
 
Mexico
   
66,784
     
59,949
 
Venezuela
   
88,570
     
62,594
 
Other Latin American countries
   
164,845
     
160,715
 
United States of America and Canada
   
76,174
     
54,436
 
Far East
   
18,809
     
17,865
 
Europe
   
32,547
     
24,363
 
Other
   
18,790
     
26,028
 
                 
Total
   
28,804,072
     
25,428,965
 
 
 
 
68

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

22.  
Risks and financial instruments (Consolidated)

Risk management and financial instruments - Governance

The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the Company’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company and its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.

The Company has a conservative policy for the management of resources, financial instruments and risks approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are risks associated with currencies, interest rates, credit and selection of financial instruments. Governance of the management of financial risks and financial instruments follows the segregation of duties below:

Implementation of the management of financial assets, instruments and risks is the responsibility of the financial area, through its treasury department, with the assistance of the tax and accounting departments.
   
Supervision and monitoring of compliance with the principles, guidelines and standards of the Policy is the responsibility of the Risk and Investment Committee composed of members of the Company’s Executive Board (“Committee”). The Committee holds regular meetings and is in charge, among other responsibilities, of discussing and monitoring the financial strategies, existing exposures, and significant transactions involving investment, fund raising, or risk mitigation. The Committee monitors the risk standards established by the Policy through a monitoring map on a monthly basis.
   
Changes in the Policy or revisions of its standards are subject to the approval of the Board of Directors of Ultrapar.
   
Continuous improvement of the Policy is the joint responsibility of the Board of Directors, the Committee, and the financial area.
 
•  
The internal audit department audits the compliance with the requirements of the Policy.

 
 
69

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


 
Currency risk

Most transactions of the Company and its subsidiaries are located in Brazil and, therefore, the reference currency for risk management is the Brazilian Real. Currency risk management is guided by neutrality of currency exposures and considers the transactional, accounting, and operational risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency and the short-term flow of net sales in foreign currency of Oxiteno.

The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts and disbursements in foreign currency, in order to reduce the effects of changes in exchange rates on its results and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts and disbursements in foreign currency to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais as of June 30, 2013 and as of December 31, 2012:

Assets and liabilities in foreign currencies

In millions of Brazilian Reais
 
06/30/2013
   
12/31/2012
 
             
Assets in foreign currency
           
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments)
   
394.7
     
363.7
 
Foreign trade receivables, net of allowance for doubtful accounts
   
185.3
     
163.2
 
Investments in foreign subsidiaries (non-monetary assets net of     non-monetary liabilities)
   
353.2
     
300.4
 
     
933.2
     
827.3
 
                 
Liabilities in foreign currency
               
Financing in foreign currency
   
(1,247.2
)
   
(1,197.5
)
Payables arising from imports, net of advances to foreign suppliers
   
(57.7
)
   
(21.5
)
     
(1,304.9
)
   
(1,219.0
)
                 
Foreign currency hedging instruments
   
484.8
     
499.9
 
                 
Net asset position – Total
   
113.1
     
108.2
 

 
 
70

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
Sensitivity analysis of assets and liabilities in foreign currency

The table below shows the effect of exchange rate changes in different scenarios, based on the net asset position of R$ 113.1 million in foreign currency:
 
In millions of Brazilian Reais
     
Scenario I
   
Scenario II
   
Scenario III
 
   
Risk
   
10%
     
25%
     
50%
 
                             
(1) Income effect
 
Real devaluation
   
(6.2)
     
(15.4)
     
(30.8)
 
(2) Equity effect
       
17.5
     
43.7
     
87.4
 
(1) + (2)
 
Net effect
   
11.3
     
28.3
     
56.6
 
                             
                             
(3) Income effect
 
Real appreciation
   
6.2
     
15.4
     
30.8
 
(4) Equity effect
       
(17.5)
     
(43.7)
     
(87.4)
 
(3) + (4)
 
Net effect
   
(11.3)
     
(28.3)
     
(56.6)
 

Gains (losses) directly recognized in equity in cumulative translation adjustments are due to changes in the exchange rate on equity of foreign subsidiaries (see Note 2.r).

 
 
71

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
 
Interest rate risk

The Company and its subsidiaries adopt conservative policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the CDI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, BNDES and other development agencies, debentures and borrowings in foreign currency, as shown in Note 14.

The Company does not actively manage risks associated with changes in the level of interest rates and attempts to maintain its financial interest assets and liabilities at floating rates. As of June 30, 2013, the Company and its subsidiaries had interest rate derivative financial instruments linked to domestic loans, swapping the fixed interest rate of certain debts to floating interest rate (CDI).

 
The table below shows the financial assets and liabilities exposed to floating interest rates as of June 30, 2013 and December 31, 2012:


 
Note
06/30/2013
   
12/31/2012
 
CDI
           
Cash equivalents
4
1,959,385
     
1,912,217
 
Financial investments
4
664,122
     
641,022
 
Asset position of hedging instruments - CDI
22
26,479
     
21,141
 
Loans and debentures
14
(3,709,556
)
   
(2,117,120
)
Liability position of hedging instruments - CDI
22
(448,368
)
   
(495,560
)
Liability position of hedging instruments from pre-fixed interest to CDI
22
(809,289
)
   
(1,796,682
)
Net liability position in CDI
 
(2,317,227
)
   
(1,834,982
)
TJLP
           
Loans –TJLP
14
(691,076
)
   
(701,838
)
Net liability position in TJLP
 
(691,076
)
   
(701,838
)
LIBOR
           
Asset position of hedging instruments - LIBOR
22
310,713
     
286,039
 
Loans - LIBOR
14
(351,529
)
   
(322,343
)
Net liability position in LIBOR
 
(40,816
)
   
(36,304
)
TIIE
           
Loans - TIIE
14
(24,352
)
   
(25,259
)
Net liability position in TIIE
 
(24,352
)
   
(25,259
)
Total net liability position
 
(3,073,471
)
   
 (2,598,383
)
 
 
 
72

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 
 
Sensitivity analysis of floating interest rate risk

The table below shows the incremental expenses and income that would be recognized in financial income as of June 30, 2013, due the effect of floating interest rate changes in different scenarios:

In millions of Brazilian Reais
                   
 
Risk
 
Scenario I
   
Scenario II
   
Scenario III
 
       
10%
     
25%
     
50%
 
Exposure of interest rate risk
                         
Interest on cash equivalents and financial investments effect
Increase in CDI
   
6.9
     
17.1
     
34.1
 
Hedge instruments (assets in CDI) effect
Increase in CDI
   
0.1
     
0.1
     
0.3
 
Interest on debt effect
Increase in CDI
   
(9.3)
     
(23.3
)
   
(46.6
)
Hedge instruments (liability in CDI) effect
Increase in CDI
   
(6.3)
     
(15.6
)
   
(31.3
)
Incremental expenses
     
(8.6)
     
(21.7
)
   
(43.5
)
                           
Interest on debt effect
Increase in TJLP
   
(1.7)
     
(4.2
)
   
(8.4
)
Incremental expenses
     
(1.7)
     
(4.2
)
   
(8.4
)
                           
                           
Hedge instruments (assets in LIBOR) effect
Increase in LIBOR
   
0.2
     
0.5
     
1.0
 
Interest on debt effect
Increase in LIBOR
   
(0.1)
     
(0.2
)
   
(0.3
)
Incremental income
     
0.1
     
0.3
     
0.7
 
                           
Interest on debt effect
Increase in TIIE
   
(0.1)
     
(0.1
)
   
(0.3)
 
Incremental expenses
     
(0.1)
     
(0.1
)
   
(0.3)
 
 
 
 
73

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
Credit risks

The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments and trade receivables.

Credit risk of financial institutions - Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. The Company and its subsidiaries regularly conduct a credit review of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volumes of cash and cash equivalents, financial investments and hedging instruments are subject to maximum limits by institution and, therefore, require diversification of counterparty.

Government credit risk - The Company's policy allows investments in government securities from countries classified as investment grade AAA or Aaa by specialized credit rating agencies and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.

Customer credit risk - Such risks are managed by each business unit through specific criteria for acceptance of customers and credit rating and are additionally mitigated by diversification of sales. No single customer or group accounts for more than 10% of total revenue.

The Company maintained the following allowances for doubtful accounts on trade receivables:

   
06/30/2013
   
12/31/2012
 
             
Ipiranga
   
119,011
     
111,789
 
Ultragaz
   
16,283
     
13,755
 
Oxiteno
   
2,136
     
2,647
 
Ultracargo
   
2,579
     
625
 
Total
   
140,009
     
128,816
 

 
 
74

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)


 
Liquidity risk
 
The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash generated from operations and (iii) financings. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt and payment of dividends.
 
The Company and its subsidiaries periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly or through joint ventures, or associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases or through a combination of these methods.
 
The Company and its subsidiaries believe to have enough working capital to satisfy their current needs. The gross indebtedness due over the next twelve months totals R$ 1,800.3 million, including estimated interests on loans. Furthermore, the investment plan for 2013 totals R$ 1,426 million. On June 30, 2013, the Company and its subsidiaries had R$ 3,084.7 million in cash, cash equivalents and short-term financial investments (for quantitative information, see Notes 4 and 14).
 
The table below presents a summary of financial liabilities as of June 30, 2013 to be settled by the Company and its subsidiaries, by maturity. The amounts disclosed in this table are the contractual undiscounted cash outflows, and, therefore, these amounts ​​can be different from the amounts disclosed on the balance sheet as of June 30, 2013.
 
           
In millions of Brazilian Reais
 
                               
Financial liabilities
 
Total
   
Less than 1 year
   
Between 1 and 3 years
   
Between 3 and 5 years
   
More than 5 years
 
                               
Loans including future contractual interest (1) (2)
   
8,590.7
     
1,800.3
     
4,032.0
     
1,128.7
     
1,629.7
 
Currency and interest rate hedging instruments (3)
   
45.1
     
18.4
     
25.4
     
1.3
     
-
 
Trade payables
   
986.3
     
986.3
     
-
     
-
     
-
 
 
(1) To calculate the estimated interest on loans some macroeconomic assumptions were used, including, on average for the period: (i) CDI of 10.52% p.a., (ii) exchange rate of the Real against the U.S. dollar of R$ 2.31 in 2013, R$ 2.50 in 2014, R$ 2.74 in 2015, R$ 2.96 in 2016 and R$ 3.15 in 2017 (iii) TJLP of 5.0% p.a. and (iv) IGP-M of 4.9% p.a. in 2013 and 5.6% p.a. in 2014, 5.5% in 2015, 5.5% in 2016 and 5.5% in 2017.
 
(2) Includes estimated interest payments on short-term and long-term loans until the payment.
 
(3) The currency and interest rate hedging instruments were estimated based on projected U.S dollar futures contracts and the futures curve of DI x Pre contract quoted on BM&FBOVESPA as of June 28, 2013, and on the futures curve of LIBOR (BBA - British Bankers Association) on June 28, 2013. In the table above, only the hedging instruments with negative result at the time of settlement were considered.
 
 
 
75

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
Capital management
 
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, and the net debt / EBITDA, interest coverage and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents and financial investments (see Note 4) and loans, including debentures (see Note 14). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on capital employed by implementing an efficient working capital management and a selective investment program.
 
Selection and use of financial instruments

In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company and its subsidiaries are intended to preserve value and liquidity.

The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections, and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries use the term “hedging instruments” to refer to derivative financial instruments.

As mentioned in the section “Risk management and financial instruments – Governance”, the Committee monitors compliance with the risk standards established by the Policy through a risk monitoring map, including the use of hedging instruments, on a monthly basis. In addition, the internal audit department verifies the compliance with the requirements of the Policy.

 
 
76

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
The table below summarizes the position of hedging instruments adopted by the Company and its subsidiaries:

Hedging instruments
 
Counterparty
 
Maturity
 
Notional amount1
   
Fair value
   
Amounts payable or receivable (06/30/2013)
 
           
06/30/2013
   
12/31/2012
   
06/30/2013
   
12/31/2012
   
Amount receivable
   
Amount payable
 
                       
R$ million
   
R$ million
   
R$ million
   
R$ million
 
a –Exchange rate swaps receivable in U.S. dollars
                                           
Receivables in U.S. dollars (LIBOR)
 
Bradesco, BTMU,
 
Jul 2013
 
US$
140.0
   
US$
140.0
     
310.7
     
286.0
     
310.7
     
-
   
Receivables in U.S. dollars (Pre)
 
Citibank,
HSBC, Itaú,
 
to Apr 2017
 
US$
89.0
   
US$
111.3
     
202.5
     
234.7
     
202.5
     
-
   
Payables in CDI interest rate
 
JP Morgan,
     
US$
(229.0
)
 
US$
(251.3
)
   
(448.4
)
   
(495.5
)
   
-
     
448.4
   
Total result
 
Santander
       
-
     
-
     
64.8
     
25.2
     
513.2
     
448.4
   
                                                           
b – Exchange rate swaps payable in U.S. dollars + COUPON
                                                         
Receivables in CDI interest rates
 
Bradesco,
 
Jul 2013
 
US$
12.7
   
US$
10.2
     
26.4
     
21.1
     
26.4
     
-
   
Payables in U.S. dollars
 
HSBC,
 
to Aug 2013
 
US$
(12.7
)
 
US$
(10.2
)
   
(28.3
)
   
(20.8
)
   
-
     
28.3
   
Total result
 
Itaú
       
-
     
-
     
(1.9
)
   
0.3
     
26.4
     
28.3
   
                                                           
c – Interest rate swaps in R$
                                                         
Receivables in fixed interest rate
 
Banco
 
May 2014 to
 
R$
617.5
   
R$
1,400.0
     
891.1
     
1,958.9
     
891.1
     
-
   
Payables in CDI interest rate
 
do Brasil,
 
Mar 2016
 
R$
(617.5
)
 
R$
(1,400.0
)
   
(809.3
)
   
(1,796.7
)
   
-
     
809.3
   
Total result
 
Itaú
       
-
     
-
     
81.8
     
162.2
     
891.1
     
809.3
   
                                                           
                                                           
Total gross result
                           
144.7
     
187.7
     
1,430.7
     
1,286.0
   
Income tax
                           
(18.6
)
   
(18.3
)
   
(18.6
)
     
 
Total net result
                           
126.1
     
169.4
     
1,412.1
     
1,286.0
   
                                                       
Positive result (see Note 4)
                       
130.2
     
179.1
                   
Negative result (see Note 14)
                       
(4.1
)
   
(9.7
)
                 
                                                       
1 In million. Currency as indicated.
                                                     

All transactions mentioned above were properly registered with CETIP S.A.

 
 
77

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

 
Hedging instruments existing as of June 30, 2013 are described below, according to their category, risk, and protection strategy:

a - Hedging against foreign exchange exposure of liabilities in foreign currency - The purpose of these contracts is (i) to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments in Brazilian Reais linked to CDI and (ii) change a financial investment linked to the CDI and given as guarantee to loan in U.S. dollar, into a financial investment linked to U.S. dollar. As of June 30, 2013, the Company and its subsidiaries had outstanding swap contracts totaling US$ 229.0 million in notional amount with liability position, on average of 106.2% of CDI, of which US$ 89.0 million, on average, had asset position at US$ + 4.8% p.a. and US$ 140.0 million had asset position at US$ + LIBOR + 1.0% p.a.

b - Hedging against foreign exchange exposure of operations - The purpose of these contracts is to make the exchange rate of the revenues of subsidiaries Oleoquímica, Oxiteno S.A. and Oxiteno Nordeste equal to the exchange rate of the cost of their main raw materials. As of June 30, 2013, these swap contracts totaled US$ 12.7 million and, on average, had an asset position at 74.4% of CDI and liability position at US$ + 0.0% p.a.

c - Hedging against the interest rate fixed in local financing - The purpose of these contracts is to convert the interest rate on financing contracted in Brazilian Reais from fixed into floating. On June 30, 2013 these swap contracts totaled R$ 617.5 million of notional amount, and on average had an asset position at 12.0% p.a. and liability position at 99.1% of CDI.
 
Hedge accounting

The Company and its subsidiaries test, throughout the duration of the hedge, the effectiveness of their derivatives, as well as the changes in their fair value. The Company and its subsidiaries designate as fair value hedges certain derivative financial instruments used to offset the variations in interest and exchange rates, based on the market value of financing contracted in Brazilian Reais and U.S. dollars.

On June 30, 2013 the notional amount of interest rate hedging instruments totaled R$ 617.5 million referring to the principal of the pre-fixed loans in Brazilian Reais. As of June 30, 2013, a loss of R$ 18.7 million related to the result of hedging instruments, an income of R$ 54.5 million related to the fair value adjustment of debt and an expense of R$ 80.3 million related to the accrued interest rate of the debt were recognized in the income statements, transforming the average effective cost of the operations into 99.1% of CDI.

On June 30, 2013 the notional amount of foreign exchange hedging instruments designated as fair value hedge totaled US$ 80.0 million. As of June 30, 2013, a gain of R$ 9.4 million related to the result of hedging instruments, an expense of R$ 0.7 million related to the fair value adjustment of debt and an expense of R$ 14.8 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operation into 104.1% of CDI (see Note 14.c.1).

 
 
78

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
Gains (losses) on hedging instruments

The following tables summarize the values of gains (losses) recognized as of June 30, 2013 and 2012, which affected the income statement and shareholders’ equity of the Company and its subsidiaries:

   
06/30/2013
 
   
R$ million
 
   
Profit or loss
   
Equity
 
             
a – Exchange rate swaps receivable in U.S. dollars (i) (ii)
   
(12.6
)
   
-
 
b – Exchange rate swaps payable in U.S. dollars
   
(1.7
)
   
-
 
c – Interest rate swaps in R$ (iii)
   
35.7
     
-
 
                 
Total
   
21.4
     
-
 
 
   
06/30/2012
 
   
R$ million
 
   
Profit or loss
   
Equity
 
             
a – Exchange rate swaps receivable in U.S. dollars (i)
   
(9.7
)
   
-
 
b – Exchange rate swaps payable in U.S. dollars
   
(0.2
   
-
 
c – Interest rate swaps in R$ (iii)
   
22.3
     
-
 
                 
Total
   
12.4
     
-
 

The table above: (i) does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars, when this effect is offset in the gain or loss of the hedged item (debt), (ii) considers the designation effect of foreign exchange hedging and (iii) considers the designation effect of interest rate hedging in Brazilian Reais.

 
 
79

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

 
Fair value of financial instruments

The fair values and the carrying values of the financial instruments, including currency and interest rate hedging instruments, as of June 30, 2013 and December 31, 2012, are stated below:

           
06/30/2013
   
12/31/2012
 
           
Carrying
   
Fair
   
Carrying
   
Fair
   
   
Category
 
Note
 
value
   
value
   
value
   
value
   
Financial assets:
                                 
Cash and cash equivalents
                                 
Cash and bank deposits
 
Loans and receivables
 
4
   
96,332
     
96.332
     
79,652
     
79,652
   
Financial investments in local currency
 
Measured at fair value through profit or loss
 
4
   
1,959,385
     
1,959,385
     
1,912,217
     
1,912,217
   
Financial investments in foreign currency
 
Measured at fair value through profit or loss
 
4
   
4,444
     
4,444
     
29,245
     
29,245
   
Financial investments
                                         
Fixed-income securities and funds in local  currency
 
Available for sale
 
4
   
653,504
     
653,504
     
630,404
     
630,404
   
Fixed-income securities and funds in local currency
 
Held to maturity
 
4
   
10,618
     
10,618
     
10,618
     
10,618
   
Fixed-income securities and funds in foreign currency
 
Available for sale
 
4
   
334,682
     
334,682
     
290,636
     
290,636
   
Currency and interest rate hedging instruments
 
Measured at fair value through profit or loss
 
4
   
130,244
     
130,244
     
179,056
     
179,056
   
Total
           
3,189,209
     
3,189,209
     
3,131,828
     
3,131,828
   
                                           
Financial liabilities:
                                         
Financing
 
Measured at fair value through profit or loss
 
14
   
1,058,668
     
1,058,668
     
1,948,096
     
1,948,096
   
Financing
 
Measured at amortized cost
 
14
   
4,254,558
     
4,301,630
     
2,766,925
     
2,842,869
   
Debentures
 
Measured at amortized cost
 
14
   
1,416,487
     
1,408,620
     
1,448,219
     
1,450,300
   
Finance leases
 
Measured at amortized cost
 
14
   
45,284
     
45,284
     
42,913
     
42,913
   
Currency and interest rate hedging instruments
 
Measured at fair value through profit or loss
 
14
   
4,071
     
4,071
     
9,699
     
9,699
   
Total
           
6,779,068
     
6,818,273
     
6,215,852
     
6,293,877
   

 
 
80

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:

The fair values of cash and bank deposits balances are identical to their carrying values.
   
Financial investments in investment funds are valued at the value of the fund unit as of the date of the reporting period, which corresponds to their fair value.
   
Financial investments in CDBs (Bank Certificates of Deposit) and similar investments offer daily liquidity through repurchase at the “yield curve” and, therefore, the Company believes their fair value corresponds to their carrying value.

The fair value calculation of LPG Inc.’s notes in the foreign market (see Note 14.b) is based on the quoted prices in an active market.

The fair value of other financial investments and financings was determined using calculation methodologies commonly used for marking-to-market, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of June 30, 2013 and December 31, 2012. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.

The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realized in the current market.

Financial instruments were classified as loans and receivables or financial liabilities measured at amortized cost, except (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, (ii) financial investments classified as measured at fair value through profit or loss, (iii) financial investments that are classified as available for sale, which are measured at fair value through other comprehensive income (see Note 4), (iv) fundings measured at fair value through profit or loss (see Note 14) and (v) guarantees to customers that have vendor arrangements (see Note 14.k), which are measured at fair value through profit or loss. The financial investments classified as held-to-maturity are measured at amortized cost. Cash, banks and trade receivables are classified as loans and receivables. Trade payables and other payables are classified as financial liabilities measured at amortized cost.

 
 
81

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
Fair value hierarchy of financial instruments on the balance sheet

The financial instruments recognized at fair value on the balance sheet are classified in the following categories:

(a)  
Level 1 - prices negotiated (without adjustment) in active markets for identical assets or liabilities;

(b)  
Level 2 - inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and
 
 (c)  
Level 3 - inputs for the asset or liability which are not based on observable market variables (unobservable inputs).
 
The table below shows a summary of the financial assets and financial liabilities measured at fair value in the Company’s and its subsidiaries’ balance sheet as of June 30, 2013 and December 31, 2012:
 
   
 
Category
 
 
 
Note
 
06/30/2013
   
Level 1
   
Level 2
   
Level 3
 
Financial assets:
                               
Cash equivalents
                               
    Financial investments in local currency
 
Measured at fair value through profit or loss
 
4
   
1,959,385
     
1,959,385
     
-
     
-
 
    Financial investments in foreign currency
 
Measured at fair value through profit or loss
 
4
   
4,444
     
4,444
     
-
     
-
 
Financial investments
                                       
    Fixed-income securities and funds in local currency
 
Available for sale
 
4
   
653,504
     
653,504
     
-
     
-
 
    Fixed-income securities and funds in foreign currency
 
Available for sale
 
4
   
334,682
     
87,156
     
247,526
     
-
 
    Currency and interest rate hedging instruments
 
Measured at fair value through profit or loss
 
4
   
130,244
     
-
     
130,244
     
-
 
                                         
Total
           
3,082,259
     
2,704,489
     
377,770
     
-
 
                                         
Financial liabilities:
                                       
  Financing
 
Measured at fair value through profit or loss
 
14
   
1,058,668
     
-
     
1,058,668
     
-
 
  Currency and interest rate hedging instruments
 
Measured at fair value through profit or loss
 
14
   
4,071
     
-
     
4,071
     
-
 
Total
           
1,062,739
     
-
     
1,062,739
     
-
 

 
 
82

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 

   
 
Category
 
 
 
Note
 
12/31/2012
   
Level 1
   
Level 2
   
Level 3
 
Financial assets:
                               
Cash equivalents
                               
    Financial investments in local currency
 
Measured at fair value through profit or loss
 
4
   
1,912,217
     
1,912,217
     
-
     
-
 
    Financial investments in foreign currency
 
Measured at fair value through profit or loss
 
4
   
  29,245
     
29,245
     
-
     
-
 
Financial investments
                                       
Fixed-income securities and funds in local currency
 
Available for sale
 
4
   
630,404
     
630,404
     
-
     
-
 
Fixed-income securities and funds in foreign currency
 
Available for sale
 
4
   
290,636
     
84,872
     
205,764
     
-
 
Currency and interest rate hedging instruments
 
Measured at fair value through profit or loss
 
4
   
179,056
     
-
     
179,056
     
-
 
                                         
Total
           
3,041,558
     
2,656,738
     
384,820
     
-
 
                                         
Financial liabilities:
                                       
Financing – Banco do Brasil fixed
 
Measured at fair value through profit or loss
 
14
   
1,948,096
     
-
     
1,948,096
     
-
 
Currency and interest rate hedging instruments
 
Measured at fair value through profit or loss
 
14
   
9,699
     
-
     
9,699
     
-
 
Total
           
1,957,795
     
-
     
1,957,795
     
-
 

 

Sensitivity analysis

The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments, as required by CVM Instruction 475/08, the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.

For the sensitivity analysis of foreign exchange hedging instruments, management adopted as a likely scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on BM&FBOVESPA as of June 28, 2013. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 3.02 in the likely scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of the Brazilian Real against the likely scenario, according to the risk to which the hedged item is exposed.

 
 
83

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
Based on the balances of the hedging instruments and hedged items as of June 30, 2013, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the balance in Brazilian Reais as of June 30, 2013 were calculated in each of the three scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:

   
Risk
 
Scenario I (likely)
   
Scenario II
   
Scenario III
 
Currency swaps receivable in U.S. dollars
                     
(1) U.S. Dollar / Real swaps
 
Dollar
   
89,141
     
238,531
     
387,921
 
(2) Debts/firm commitments in dollars
 
appreciation
   
(89,133
)
   
(238,535
)
   
(387,936
)
(1)+(2)
Net effect
   
8
     
(4
)
   
(15
)
                             
Currency swaps payable in U.S. dollars
                           
(3) Real / U.S. Dollar swaps
 
Dollar
   
(285
)
   
6,809
     
13,902
 
(4) Gross margin of Oxiteno
 
devaluation
   
285
     
(6,809
)
   
(13,902
)
(3)+(4)
 
Net effect
   
-
     
-
     
-
 

For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais, the Company used the futures curve of DI x Pre contract on BM&FBOVESPA as of June 28, 2013 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenario pre-fixed interest rate.

 
Based on the three scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the pre-fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The result is shown in the table below:

 
Risk
 
Scenario I (likely)
   
Scenario II
   
Scenario III
 
                     
Interest rate swap (in R$)
                   
(1) Fixed rate swap - CDI
Decrease in
   
-
     
29,345
     
60,550
 
(2) Fixed rate financing
Pre-fixed rate
   
-
     
(29,345
)
   
(60,549
)
(1)+(2)
Net effect
   
-
       
-
   
1
 

 
 
84

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
23.  
Provisions, contingencies and commitments (Consolidated)


a. 
Provisions for tax, civil and labor risks

The Company and its subsidiaries are parties in tax, civil and labor disputes and are discussing these issues both at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by management, supported by the opinion of the legal departments of the Company and its outside legal counsel.

The table below demonstrates the breakdown of provisions by nature and its movement:
 
Provisions
 
Balance in 12/31/2012
   
Additions
   
Write-offs
   
Monetary restatement
   
Balance in 06/30/2013
 
                               
IRPJ and CSLL
   
305,815
     
15,464
     
(641)
     
7,648
     
328,286
 
PIS and COFINS
   
82,938
     
-
     
-
     
2,070
     
85,008
 
ICMS
   
62,491
     
728
     
(17,422)
     
1,145
     
46,942
 
INSS
   
12,789
     
93
     
-
     
333
     
13,215
 
Civil litigation
   
91,242
     
8,688
     
(3,606)
     
-
     
96,324
 
Labor litigation
   
44,186
     
3,132
     
(2,537)
     
-
     
44,781
 
Other
   
1,016
     
80
     
-
     
31
     
1,127
 
                                         
Total
   
600,477
     
28,185
     
(24,206)
     
11,227
     
615,683
 
                                         
Current
   
49,514
                             
53,017
 
Non-current
   
550,963
                             
562,666
 

Some of the provisions above involve escrow deposits in the amount of R$ 423,637 as of June 30, 2013 (R$ 401,847 as of December 31, 2012).

 
b. 
Tax matters

Provisions

On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana Distribuidora de Gás Ltda. (“Bahiana”) filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the Brazilian Federal Revenue Service, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries were required to make escrow deposits for these debits in the accumulated amount of R$ 308,042 as of June 30, 2013 (R$ 291,483 as of December 31, 2012) and have recognized a corresponding liability.

The subsidiary IPP has provisions for IRPJ and CSLL related to the unconstitutionality of Law No. 9316/1996, that denied the deduction of CSLL from the IRPJ tax basis, in the amount of R$ 19,420 as of June 30, 2013 (R$ 19,120 as of December 31, 2012).

The subsidiaries Oxiteno S.A., Oxiteno Nordeste, Cia. Ultragaz, Tequimar, Tropical, Empresa Carioca de Produtos Químicos S.A. (“EMCA”) and IPP filed for a preliminary injunction seeking the deduction of ICMS from their PIS and COFINS tax bases. Oxiteno Nordeste and IPP obtained the right to pay the amounts into escrow deposits through an injunction, and recognized a corresponding provision in the amount of R$ 83,668 as of June 30, 2013 (R$ 81,622 as of December 31, 2012).
 
 
 
85

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

The subsidiary Oxiteno S.A. decided to pay off, within the Decree 58811/2012 amnesty issued by the State of Săo Paulo, a tax assessment based on alleged undue ICMS credits taken on invoices issued for the symbolic return of raw materials that had previously been delivered to the subsidiary Oxiteno Nordeste for industrialization. The provision in the amount of R$ 15,364 was paid in April 2013 (R$ 15,226 as of December 31, 2012).

The subsidiary IPP and its subsidiaries have provisions related to ICMS, mainly with respect to: (a) tax notices filed in connection with interstate sales of fuel to industrial customers without the payment of ICMS in accordance with the interpretation of Article 2 of Supplementary Law No. 87/1996, R$ 12,289 as of June 30, 2013 (R$ 11,741 as of December 31, 2012), and (b) payment of ICMS for several reasons that resulted in tax assessments for which the proof of payment is not so evident, R$ 18,570 as of June 30, 2013 (R$ 19,499 as of December 31, 2012).

 
Contigent liabilities

The main tax claims of subsidiary IPP and its subsidiaries classified as having a possible risk of loss, and that have not been recognized in the interim financial information due to this assessment, are related to: (a) the required proportional reversal of ICMS credits recognized on the purchase of ethanol that was later resold at lower prices as a result of PROÁLCOOL, a Federal Government program to encourage alcohol production, determining the anticipation of financial subsidy by the distributors to the mill owners and their subsequent reimbursement by the DNC (current National Oil Agency), R$ 108,752 as of June 30, 2013 (R$ 104,086 as of December 31, 2012), (b) alleged undue ICMS credits for which the tax authorities understand that there was no proof of origin, R$ 29,105 as of June 30, 2013 (R$ 23,901 as of December 31, 2012), (c) assessments for alleged non-payment of ICMS, R$ 24,282 as of June 30, 2013 (R$ 23,096 as of December 31, 2012), (d) assessment issued in Ourinhos/SP in connection with the return of ethanol loans made with deferred tax, R$ 38,662 as of June 30, 2013 (R$ 36,324 as of December 31, 2012), (e) assessments in the State of Rio de Janeiro demanding the reversal of ICMS credits on interstate sales made under Article 33 of ICMS Convention 66/88, which allowed the use of the ICMS credit but was suspended by an injunction granted by STF, R$ 16,927 as of June 30, 2013 (R$ 16,060 as of December 31, 2012), (f) ICMS credits taken in relation to bills considered invalid, though the understanding of the STJ  (the Brazilian High Court of Justice) is that it is possible to take credit, even if there is defect in the document of the seller, as long as it is confirmed that the transaction occurred, R$ 27,226 as of June 30, 2013 (R$ 28,515 as of December 31, 2012); (g) assessments arising from surplus or shortage of inventory, generated by differences in temperature or handling of the product, without the corresponding issuance of invoices, R$ 27,990 as of June 30, 2013 (R$ 31,380 as of December 31, 2012), (h) infraction relating to ICMS credits due to alleged non-compliance with legal formalities, R$ 35,895 as of June 30, 2013 (R$ 35,032 as of December 31, 2012) and; (i) assessments arising from ICMS credits related to inputs of ethanol from certain States that had granted tax benefits to producers of alcohol in alleged disagreement with the law, R$ 29,629 as of June 30, 2013 (R$ 24,662 as of December 31, 2012).

The subsidiary IPP has assessments invalidating the set-off of IPI credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The non-provisioned amount of this contingency, as of June 30, 2013, is R$ 98,349 (R$ 81,868 as of December 31, 2012).

 Contigent assets

The Company and its subsidiaries have favorable judgments to pay contributions to PIS and COFINS without the changes introduced by Law 9718/1998 in its original version. The ongoing questioning refers to the levy of these contributions on sources of income other than gross revenue. In 2005, the STF (the Brazilian Supreme Federal Court) decided the question in favor of the taxpayers. Although this has set a favorable precedent, the effect of this decision does not automatically apply to all companies, since they must await the formal decision in their own lawsuits. Certain lawsuits of the Company’s subsidiaries are currently pending trial and, in the event all such lawsuits are decided in favor of the subsidiaries, the Company estimates that the total positive effect on income before income and social contribution taxes, may reach R$ 35,588, net of attorney’s fees.

 
 
86

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)



c. 
Civil claims

Provisions

The Company and its subsidiaries maintained provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental issues in the amount of R$ 96,324 as of June 30, 2013 (R$ 91,242 as of December 31, 2012).

Contingent liabilities

The subsidiary Cia. Ultragaz is party to an administrative proceeding before CADE (Brazilian antitrust authority) based on alleged anti-competitive practices in the State of Minas Gerais in 2001. The CADE entered a decision against Cia. Ultragaz imposing a penalty of R$ 23,104. The imposition of such administrative decision was suspended by a court order and its merit is being judicially reviewed. Based on the above elements and on the opinion of its legal counsel, the subsidiary did not recognized a provision for this contingency.

d. 
Labor matters

Provisions

The Company and its subsidiaries maintained provisions of R$ 44,781 as of June 30, 2013 (R$ 44,186 as of December 31, 2012) for labor litigation filed by former employees and by employees of our service providers mainly contesting the non-payment of labor rights.

Contingent liabilities

In 1990, the Petrochemical Industry Labor Union (Sindiquímica), of which the employees of Oxiteno Nordeste and EMCA, companies located in the Camaçari Petrochemical Complex, are members, filed separate lawsuits against the subsidiaries demanding the compliance with the fourth section of the collective labor agreement, which provided for a salary adjustment in lieu of the salary policies practiced. In the same year, a collective labor dispute was also filed by the Union of Employers (SINPEQ) against Sindiquímica, requiring the recognition of the loss of effectiveness of such fourth section. Individual claims were rejected. The collective bargain agreement is currently pending trial by STF. In the second half of 2010, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquímica and reported the fact in the collective bargain agreement dispute. Based on the opinion of their legal advisors, that reviewed the latest STF decision in the collective bargain agreement dispute as well as the status of the individual claims involving the subsidiaries Oxiteno Nordeste and EMCA, the management of such subsidiaries believed that it was not necessary to recognize a provision as of June 30, 2013.

The Company and its subsidiaries have other pending administrative and legal proceedings of tax, civil and labor nature, individually less relevant, which were estimated by their legal counsel as possible and/or remote risk (proceedings whose chance of loss is 50% or less), and the related potential losses were not provided for by the Company and its subsidiaries based on these opinions. The Company and its subsidiaries are also litigating for recovery of taxes and contributions, which were not recognized in the interim financial information due to their contingent nature.
 
 
 
87

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

e. 
Contracts

Subsidiary Tequimar has agreements with CODEBA and Complexo Industrial Portuário Governador Eraldo Gueiros, in connection with its port facilities in Aratu and Suape, respectively. Such agreements establish a minimum cargo movement of products, as shown below:

Port
Minimum movement in tons per year
Maturity
Aratu
100,000
2016
Aratu
900,000
2022
Suape
250,000
2027
Suape
400,000
2029

If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of June 30, 2013, these rates were R$ 5.79 per ton for Aratu and R$ 1.38 per ton for Suape. The subsidiary has met the minimum cargo movement required since the beginning of the agreements.
 
Subsidiary Oxiteno Nordeste has a supply agreement with Braskem S.A. which establishes a minimum quarterly consumption level of ethylene and conditions for the supply of ethylene until 2021. The minimum purchase commitment clause provides a minimum annual consumption of 205 thousand tons and a maximum of 220 thousand tons. The minimum purchase commitment and the actual demand accumulated to June 30, 2013 and 2012, expressed in tons of ethylene, are shown below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 40% of the current ethylene price for the quantity not purchased.
   
Minimum purchase commitment
   
Accumulated demand (actual)
 
   
   
06/30/2013
   
06/30/2012
   
06/30/2013
   
06/30/2012
 
   
In tons of ethylene
   
104,484
(*)
   
103,445
(*)
   
108,292
     
105,006
 

(*) Adjusted for scheduled shutdowns in Braskem S.A. during the periods.

 
Subsidiary Oxiteno S.A has a supply agreement with Braskem Qpar S.A., valid until 2023, which establishes and regulates the conditions for supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 30% of the current ethylene price for the quantity not purchased. The subsidiary has met the minimum purchase required in the agreement.
   
Minimum purchase commitment
   
Accumulated demand (actual)
 
   
   
06/30/2013
   
06/30/2012
   
06/30/2013
   
06/30/2012
 
   
In tons of ethylene
   
19,614
(*)
   
18,518
(*)
   
19,888
     
19,759
 

(*) Adjusted for scheduled shutdowns in Braskem Qpar S.A. during the periods.

 
 
88

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

 
 
f. 
Insurance coverage in subsidiaries

The Company maintains appropriate insurance policies with the objective of covering several risks to which it is exposed, including property insurance against losses caused by fire, lightning, explosion of any kind, gale, aircraft crash, electric damage, and other risks, covering the industrial plants and distribution bases and branches of all subsidiaries. The maximum compensation values based on the risk analysis of maximum losses of each business are shown below:
 
 
Maximum
compensation
value (*)
 
     
Oxiteno
US$ 1,202
 
Ultragaz
R$ 152
 
Ipiranga
R$ 740
 
Ultracargo
R$ 550
 
 
 
* In millions. Currency as indicated.

The General Liability Insurance program covers the Company and its subsidiaries with a maximum aggregate coverage of US$ 400 million against losses caused to third parties as a result of accidents related to commercial and industrial operations and/or distribution and sale of products and services.

Since March 2013, we maintain liability insurance policies to indemnify our directors, executive officers of Ultrapar and its subsidiaries and members of the fiscal council in the total amount of US$50 million, which cover liabilities resulting from wrongful acts, including any act or omission committed or attempted by a person acting in his or her capacity as director, executive officer of Ultrapar and its subsidiaries and member of the fiscal council or any matter claimed against such directors, executive officers of Ultrapar and its subsidiaries and members of the fiscal council solely by reason of his or her serving in such capacity, except if the act, omission or the claim is consequence of gross negligence or willful misconduct of such directors, executive officers of Ultrapar and its subsidiaries and members of the fiscal council.

In addition, group life and personal accident, health and national and international transportation and other insurance policies are also maintained.

The coverages and limits of the insurance policies maintained are based on a careful study of risks and losses conducted by independent insurance advisors, and the type of insurance is considered by management to be sufficient to cover potential losses based on the nature of the business conducted by the companies.

 
 
89

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

g. 
Operating lease contracts

Subsidiaries Cia. Ultragaz, Bahiana, Utingás Armazenadora S.A., Tequimar, Serma and Oxiteno S.A. have operating lease contracts for the use of IT equipment. These contracts have terms of 36 and 45 months. The subsidiaries have the option to purchase the assets at a price equal to the fair market price on the date of option, and management does not intend to exercise such option. Subsidiaries Cia. Ultragaz and Bahiana have operating lease contracts related to vehicles in their fleets. These contracts have terms of 24 to 60 months and there is no purchase option. The future disbursements (installments), assumed under these contracts, amount approximately to:
 
   
 
Up to 1 year
   
Between 1 and 5 years
   
 
More than 5 years
   
 
Total
 
                         
June 30, 2013
   
16,509
     
24,458
     
-
     
40,967
 

The subsidiaries IPP and Cia. Ultragaz have operating lease contracts related to land and building of service stations and stores, respectively. The future disbursements and receipts (installments), arising from these contracts, amount approximately to:
 
     
 
Up to 1
year
   
 
Between 1
and 5 years
   
 
More than 5
years
   
 
 
Total
 
                           
June 30, 2013
payable
   
(61,647
)
   
(197,114)
     
(146,039)
     
(404,800)
 
 
receivable
   
48,025
     
144,209
     
96,706
     
288,940
 

The expense recognized as of June 30, 2013 for operating leases was R$ 19,004 (R$ 18,984 as of June 30, 2012), net of income.

 
 
90

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 
 

24.  
Employee benefits and private pension plan (Consolidated)


a. 
ULTRAPREV- Associaçăo de Previdência Complementar

In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by Company and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associaçăo de Previdência Complementar (“Ultraprev”), since August 2001. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.5% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective accumulated fund over a period of 5 to 25 years. The sponsoring company does not guarantee the amounts or the duration of the benefits received by each employee that retires. As of June 30, 2013, the Company and its subsidiaries contributed R$ 8,735 (R$ 7,647 as of June 30, 2012) to Ultraprev, which amount is recognized as expense in the income statement. The total number of participating employees as of June 30, 2013 was 6,869 active participants and 97 retired participants. In addition, Ultraprev had 29 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.

 
b. 
Post-employment benefits

The Company and its subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care and life insurance plan for eligible retirees.

The amounts related to such benefits were determined based on a valuation conducted by an independent actuary and are recognized in the interim financial information in accordance with Resolution CVM 600/2009.

   
06/30/2013
   
12/31/2012
 
             
Health and dental care plan
   
43,310
     
41,535
 
FGTS Penalty
   
47,333
     
44,387
 
Bonus
   
24,580
     
23,058
 
Life insurance
   
20,323
     
19,515
 
                 
Total
   
135,546
     
128,495
 
                 
Current
   
10,035
     
10,035
 
Non-current
   
125,511
     
118,460
 

 
 
91

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

25.  
Revenue from sale and services (Consolidated)
 
   
06/30/2013
   
06/30/2012
 
             
Gross revenue from sale
   
29,350,696
     
25,937,323
 
Gross revenue from services
   
255,838
     
224,281
 
Sales tax
   
(679,008)
     
(611,697
)
Discounts and sales returns
   
(129,571)
     
(121,856
)
Deferred revenue (see Note 19)
   
6,117
     
914
 
                 
Net revenue from sales and services
   
28,804,072
     
25,428,965
 
 
26.  
Expenses by nature (Consolidated)

The Company discloses its consolidated income statement by function and is presenting below its breakdown by nature:

   
06/30/2013
   
06/30/2012
 
             
Raw materials and materials for use and consumption
   
26,104,262
     
23,105,093
 
Personnel expenses
   
655,042
     
595,894
 
Freight and storage
   
455,124
     
396,469
 
Depreciation and amortization
   
382,237
     
328,157
 
Advertising and marketing
   
80,681
     
83,032
 
Services provided by third parties
   
73,726
     
59,511
 
Lease of real estate and equipment
   
40,030
     
33,937
 
Other expenses
   
123,199
     
102,171
 
                 
Total
   
27,914,301
     
24,704,264
 
                 
Classified as:
               
Cost of products and services sold
   
26,580,121
     
23,522,746
 
Selling and marketing
   
848,603
     
770,255
 
General and administrative
   
485,577
     
411,263
 
                 
Total
   
27,914,301
     
24,704,264
 

Research and development expenses are recognized in the income statements and amounted to R$ 12,718 as of June 30, 2013 (R$ 12,161 as of June 30, 2012).

 
 
92

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)
 

27.  
Income from disposal of assets (Consolidated)

Income from disposal of assets is determined as the difference between the selling price and residual book value of the investment, property, plant and equipment or intangible asset disposed of. As of June 30, 2013, the gain was of R$ 14,722 (loss of R$ 4,267 as of June 30, 2012), primarily from disposal of property, plant and equipment.


28.  
Financial income (expense)


   
Parent
   
Consolidated
 
   
06/30/2013
   
06/30/2012
   
06/30/2013
   
06/30/2012
 
Financial income:
                       
Interest on financial investments
   
48,602
     
63,017
     
67,483
     
84,971
 
Interest from customers
   
-
     
-
     
30,025
     
28,358
 
Other financial income
   
-
     
-
     
2,930
     
1,692
 
     
48,602
     
63,017
     
100,438
     
115,021
 
Financial expenses:
                               
        Interest on loans
   
-
     
-
     
(145,922
)
   
(180,068
)
        Interest on debentures
   
(31,968
)
   
(52,349
)
   
(54,224
)
   
(52,349
)
Interest on finance leases
   
-
     
-
     
(4,592
)
   
(2,621
)
Bank charges, IOF, and other charges
   
(13,786
)
   
3,185
     
(26,465
)
   
(7,030
)
Exchange variation, net of gains and losses with derivative instruments
   
-
     
-
     
(19,807
)
   
(18,050
 )
Monetary restatement of provisions, net, and other financial expenses
   
(6
)
   
(20
)
   
(4,272
)
   
(7,418
)
     
(45,760
)
   
(49,184
)
   
(255,282
)
   
(267,536
)
                                 
Financial income (expense)
   
2,842
     
13,833
     
(154,844
)
   
(152,515
)
 
 
 
93

 

Ultrapar Participações S.A. and Subsidiaries

Notes to the interim financial information

(In thousands of Brazilian Reais, unless otherwise stated)

29.  
Earnings per share (Parent and Consolidated)
 
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. As disclosed in Note 8.c), the Company sponsors a Deferred Stock Plan.
 
Basic earnings per share
 
06/30/2013
   
06/30/2012
           
Net income for the period of the Company
   
526,904
     
423,194
 
Weighted average shares outstanding (in thousands)
   
534,042
     
533,989
 
Basic earnings per share –R$
   
0.9866
     
0.7925
 
 
 
Diluted earnings per share
 
06/30/2013
   
06/30/2012
 
             
Net income for the period of the Company
   
526,904
     
423,194
 
Weighted average shares outstanding (in thousands), including Deferred Stock Plan
   
536,412
     
536,162
 
Diluted earnings per share –R$
   
0.9823
     
0.7893
 
 
Weighted average shares outstanding (in thousands)
 
06/30/2013
   
06/30/2012
 
             
Weighted average shares outstanding for basic per share calculation:
   
534,042
     
533,989
 
Dilution effect
               
Deferred Stock Plan
   
2,370
     
2,173
 
Weighted average shares outstanding for diluted per share calculation:
   
536,412
     
536,162
 
 
 
 
94

 
 



ULTRAPAR PARTICIPAÇÕES S.A.
MD&A - ANALYSIS OF CONSOLIDATED EARNINGS
Second Quarter 2013

 
(1) Selected financial information:

(R$ million)
2Q13
2Q12
1Q13
Variation
2Q13 X 2Q12
Variation
2Q13 X 1Q13
1H13
1H12
Variation
1H13 X 1H12
Net revenue from sales and services
15,204.1
13,037.7
13,600.0
17%
12%
28,804.1
25,429.0
13%
Cost of products and services sold
(14,043.7)
(12,031.2)
(12,536.4)
17%
12%
(26,580.1)
(23,522.7)
13%
Gross profit
1,160.4
1,006.6
1,063.6
15%
9%
2,224.0
1,906.2
17%
Selling, marketing, general and administrative expenses
(675.8)
(609.9)
(658.4)
11%
3%
(1,334.2)
(1,181.5)
13%
Other operating income, net
19.5
13.5
15.7
44%
24%
35.2
23.1
53%
Income from disposal of assets
9.2
(2.8)
5.5
431%
66%
14.7
(4.3)
445%
Operating income
513.3
407.4
426.5
26%
20%
939.7
743.5
26%
Financial income (expense), net
(94.2)
(87.1)
(60.6)
8%
55%
(154.8)
(152.5)
2%
Share of profit of joint ventures and associates
(0.1)
2.9
(2.0)
-103%
-96%
(2.0)
6.0
-134%
Income before income and social contribution taxes
419.0
323.2
363.9
30%
15%
782.9
597.0
31%
Income and social contribution taxes
(147.3)
(96.9)
(127.4)
52%
16%
(274.7)
(187.7)
46%
Tax incentives
12.0
8.1
10.1
49%
19%
22.1
16.8
32%
Net income
283.7
234.4
246.5
21%
15%
530.2
426.1
24%
Net income attributable to Ultrapar
282.1
232.9
244.8
21%
15%
526.9
423.2
25%
Net income attributable to non-controlling interests in subsidiaries
1.6
1.5
1.7
10%
-4%
3.3
2.9
15%
EBITDA (*)
706.0
577.4
614.0
22%
15%
1,319.9
1,077.6
22%
                 
Volume – LPG sales – thousand tons
431.4
425.8
395.9
1%
9%
827.4
829.4
0%
Volume – Fuels sales – thousand of cubic meters
6,127.6
5,708.7
5,575.2
7%
10%
11,702.8
11,155.8
5%
Volume – Chemicals sales – thousand tons
206.6
185.3
198.0
12%
4%
404.6
371.7
9%

(*) For further information on EBITDA, see note (1) on page 101.
 
 
95

 
 
 
Considerations on the financial and operational information
 

Standards and criteria adopted in preparing the information

The selected financial information included in this analysis were extracted from Ultrapar’s interim financial information.
 
The accounting policies adopted by the Company and its subsidiaries are in accordance with the statements, interpretations and guidelines issued by the CPC and approved by the CVM in the process of convergence with international financial reporting (“IFRS”) issued by the IASB.
 
The Company’s consolidated interim financial information was prepared in accordance with technical pronouncement CPC 21 and IAS 34 - Interim Financial Reporting issued by the IASB, and presented in a consistent manner with the standards issued by the CVM.
 
The financial information of Ultrapar corresponds to the company’s consolidated information. The financial information of Ultragaz, Ipiranga, Oxiteno and Ultracargo is reported without elimination of intercompany transactions. Therefore, the sum of such information may not correspond to the consolidated financial information of Ultrapar. In addition, except when otherwise indicated, the amounts presented in this document are expressed in millions of Reais and, therefore, are subject to rounding off. Consequently, the total amounts presented in the tables may differ from the direct sum of the amounts that precede them.

On October 4th, 2012, CVM issued the Instruction No. 527 (“ICVM 527”), which governs the disclosure by listed companies in Brazil of EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization, and EBIT — Earnings Before Interest and Taxes, for the results disclosed from January 1st, 2013 onwards.

From 2013 onwards, the adoption of IFRS 11 and IAS (International Accounting Standard) 19 became mandatory in the presentation of financial statements of publicly-traded companies, resulting in the following changes: (i) results from joint ventures (“JV”) are no longer proportionally consolidated and will be recognized through the equity method and (ii) actuarial gains and losses from post-employment benefits cease to affect the operating results and start to be recognized under shareholders’ equity.

In order to provide comparability of financial statements with periods prior to the adoption of the aforementioned accounting changes, the figures presented in this document relating to 2012 have been updated in accordance with ICVM 527, IFRS 11 and IAS 19. EBITDA according to ICVM 527, IFRS 11 and IAS 19 and net income according to IAS 19 differ from EBITDA and net income previously reported by the company, as shown below:

 
96

 


R$ million
1Q12
2Q12
3Q12
4Q12
2012
EBITDA prior to ICVM 527
501.6
579.0
646.9
674.0
2,401.6
(+) Income from sale of assets
(1.5)
(2.7)
4.8
3.1
3.7
(+) Equity in earnings (losses) of affiliates
(0.0)
0.2
0.0
(0.0)
0.2
EBITDA after ICVM 527
500.1
576.5
651.8
677.1
2,405.4
(-) EBITDA JV
(3.2)
(2.4)
(3.7)
(8.4)
(17.8)
(+) Equity in earnings (losses) of JV
3.1
2.7
2.5
2.0
10.3
(+) Actuarial gains and losses from post-employment benefits
0.4
0.6
0.2
12.4
13.5
EBITDA after ICVM 527, IFRS 11 and IAS 19
500.2
577.4
650.8
683.0
2,411.4


R$ million
1Q12
2Q12
3Q12
4Q12
2012
Net income as previously reported
191.4
234.0
290.8
301.7
1,017.9
(+) Actuarial gains and losses from post-employment benefits
0.2
0.4
0.1
8.2
8.9
Net income after IAS 19
191.7
234.4
290.9
309.8
1,026.8
 
 
 
97

 
 
(2) Performance Analysis:

Net revenue from sales and services: Ultrapar’s consolidated net revenue from sales and services grew by 17%, reaching R$ 15,204 million in 2Q13, due to the volume growth in all businesses. Compared with 1Q13, Ultrapar’s net revenue from sales and services increased by 12%, mainly due to the seasonality between periods. In 1H13, Ultrapar’s net revenue from sales and services increased by 13% compared with 1H12, totaling R$ 28,804 million.

Ultragaz: In 2Q13, Ultragaz’s sales volume reached 431 thousand tons, up 1% over 2Q12, driven by the 7% growth in the bulk segment, as a result of investments made to capture new clients and the increased number of working days, with an estimated effect of 3%. Compared with 1Q13, sales volume increased by 9%, mainly derived from the seasonality between periods. In the semester, Ultragaz sales volume totaled 827 thousand tons, in line with the sales volume of 1H12. Ultragaz's net revenue from sales and services totaled R$ 1,005 million in 2Q13, an increase of 3% and 9% compared with 2Q12 and 1Q13, respectively, mainly due to increased sales volume and to commercial initiatives. In 1H13, Ultragaz’s net revenue from sales and services reached R$ 1,925 million, up 2% over 1H12.

Ipiranga: Ipiranga's sales volume totaled 6,128 thousand cubic meters in 2Q13, 7% above 2Q12 volumes. In 2Q13, sales volume of fuels for light vehicles (Otto cycle) increased by 10%, as a result of the growth of the vehicle fleet and of the investments in the network expansion, in addition to the effect of the increased number of working days in 2Q13. The volume of diesel increased by 6% compared with 2Q12, due to an 8% growth in sales volume in the reseller segment, as a result of the investments made in the expansion of resellers network, and to the increased number of working days. Compared with 1Q13, sales volume increased by 10%, mainly due to the seasonality between periods. In 1H13, Ipiranga’s sales volume totaled 11,703 thousand meters cubic, a 5% growth over 1H12. Ipiranga's net revenue from sales and services totaled R$ 13,301 million in 2Q13, an 18% growth over 2Q12, mainly due to (i) increased sales volume, (ii) increases in diesel and gasoline costs by Petrobras, and (iii) the improved sales mix, resulting from investments in the service station network expansion, which enabled a higher share of fuels for light vehicles and diesel sold to the reseller segment. Compared with 1Q13, Ipiranga’s net revenue from sales and services increased by 12%, mainly derived from higher seasonal volume and increases in diesel and gasoline costs by Petrobras during 1Q13. In 1H13, Ipiranga’s net revenue from sales and services reached R$ 25,159 million, an increase of 14% compared with 1H12.

Oxiteno: Oxiteno’s sales volume in 2Q13 totaled 207 thousand tons, 12% growth over 2Q12. In the Brazilian market, sales volume grew by 7% (10 thousand tons), due to the investments made to expand capacity over the past few years. This volume growth in the domestic market occurred in almost all segments served by the company, especially in the home and personal care, paints and coatings segments. In the international market, sales volume grew by 23% (12 thousand tons), mainly due to the acquisition of the specialty chemicals plant in Uruguay. Compared with 1Q13, sales volume grew by 4% (9 thousand tons), due to increased sales of specialties. Oxiteno’s sales volume in 1H13 totaled 405 thousand tons, 9% higher than that in 1H12. Oxiteno's net revenue from sales and services totaled R$ 821 million in 2Q13, up 13% over 2Q12, due to the 12% growth in sales volume and the 5% weaker Real, partially offset by 4% lower average dollar prices. Compared with 1Q13, net revenue from sales and services increased by 9%, mainly due to the 4% increase in sales volume and the 4% weaker Real. Oxiteno’s net revenue from sales and services in 1H13 reached R$ 1,576 million, up 15% over 1H12.

Ultracargo: In 2Q13, Ultracargo’s average storage increased by 20% compared to 2Q12, mainly due to the acquisition of Temmar and increased handling in the Santos, Suape and Aratu terminals. Compared with 1Q13, the average storage increased by 17%, mainly due to the increased handling of ethanol and the startup of the expanded operations in Aratu. In 1H13, Ultracargo’s average storage increased by 16% compared with 1H12. Ultracargo's net revenue from sales and services totaled R$ 86 million in 2Q13, up 19% and 13% over 2Q12 and 1Q13, respectively, mainly derived from the increased average storage in the terminals. In 1H13, Ultracargo’s net revenue from sales and services totaled R$ 161 million, up 16% over 1H12.

Cost of products and services sold: In 2Q13, Ultrapar’s cost of products and services sold totaled R$ 14,044 million, up 17% over 2Q12, as a consequence of the increased cost of goods sold in all businesses. Compared with 1Q13, Ultrapar’s cost of products and services sold increased by 12%, mainly due to the seasonality between periods. In 1H13, Ultrapar’s cost of products and services sold increased by 13% over 1H12, totaling R$ 26,580 million in the semester.
 
 
98

 

 
Ultragaz: Ultragaz’s cost of products sold totaled R$ 854 million in 2Q13, an increase of 2% compared with 2Q12, mainly due to higher sales volume and to the effects of inflation on costs, especially on freight, partially offset by initiatives to reduce costs over the past 12 months. Compared with 1Q13, the cost of products sold increased by 8%, mainly due to the 9% seasonally higher volume. In 1H13, Ultragaz’s cost of products sold totaled R$ 1,643 million, up 1% compared with 1H12.

Ipiranga: Ipiranga’s cost of products sold totaled R$ 12,535 million in 2Q13, up 18% over 2Q12, due to increased sales volume and the cost increases by Petrobras (i) in diesel, in July 2012, January and March 2013, and (ii) in gasoline, in January 2013. Compared with 1Q13, Ipiranga’s cost of products sold increased by 13%, mainly due to the seasonally higher volume and increases in diesel and gasoline costs by Petrobras during 1Q13. In 1H13, Ipiranga’s cost of products sold totaled R$ 23,661 million, 14% increase over 1H12.

Oxiteno: Oxiteno’s cost of products sold in 2Q13 totaled R$ 630 million, up 12% over 2Q12, mainly as a result of the 12% higher sales volume and the 5% weaker Real, partially offset by a 4% reduction in unit variable costs in dollars, mainly due to the drop in international prices of ethylene. Compared with 1Q13, the cost of products sold increased by 5%, mainly due to the 4% weaker Real and the 4% higher sales volume, partially offset by lower unit variable costs in dollars. In 1H13, Oxiteno’s cost of products sold totaled R$ 1,230 million, up 13% over 1H12.

Ultracargo: Ultracargo’s cost of services provided in 2Q13 totaled R$ 33 million, up 16% over 2Q12, mainly as a result of increased average storage and increased depreciation, a consequence of the capacity expansions and the acquisition of Temmar. Compared with 1Q13, Ultracargo’s cost of services provided increased by 5%. In 1H13, Ultracargo’s cost of services provided totaled R$ 64 million, 17% higher than that in 1H12.

Gross profit: The gross profit of Ultrapar amounted to R$ 1,160 million in 2Q13, up 15% over 2Q12, as a consequence of the growth in the gross profit of all of Ultrapar’s businesses. Compared with 1Q13, Ultrapar’s gross profit increased by 9%, mainly as a result of the seasonality between periods. In 1H13, the gross profit of Ultrapar totaled R$ 2,224 million, up 17% over 1H12.

Selling, marketing, general and administrative expenses: Ultrapar’s selling, marketing, general and administrative expenses totaled R$ 676 million in 2Q13, an increase of 11% over 2Q12. Compared with 1Q13, Ultrapar's selling, marketing, general and administrative expenses increased by 3%. In 1H13, Ultrapar's selling, marketing, general and administrative expenses totaled R$ 1,334 million, up 13% over 1H12.

Ultragaz: Ultragaz's selling, marketing, general and administrative expenses totaled R$ 111 million in 2Q13, up 4% over 2Q12, mainly due to (i) the effects of inflation on personnel expenses, (ii) the increased sales volume, and (iii) the increase in variable compensation, partially offset by initiatives to reduce expenses. Compared with 1Q13, Ultragaz's selling, marketing, general and administrative expenses increased by 12%, mainly due to the higher seasonal volume and to higher expenses with marketing and sales campaigns. In 1H13, Ultragaz's selling, marketing, general and administrative expenses totaled R$ 209 million, up 3% over 1H12.

Ipiranga: Ipiranga's selling, marketing, general and administrative expenses totaled R$ 423 million in 2Q13, a 7% growth over 2Q12, mainly resulting from (i) increased sales volume and higher unit expenses with freight, mainly due to increases in diesel costs and inflation, (ii) the expansion of the distribution network, and (iii) the effects of inflation on personnel expenses, partially offset by non-recurring expenses of R$ 13 million related to the return of the Ipiranga brand to the Midwest, Northeast and North of Brazil in 2Q12. Compared with 1Q13, Ipiranga's selling, marketing, general and administrative expenses decreased by 3%, mainly due to a higher concentration of expenses with advertising and marketing in 1Q13, partially offset by the higher seasonal volume. In 1H13, Ipiranga's selling, marketing, general and administrative expenses totaled R$ 857 million, up 11% compared with 1H12.

Oxiteno: Oxiteno's selling, marketing, general and administrative expenses totaled R$ 118 million in 2Q13, up 23% compared with 2Q12, mainly due to (i) increased logistics expenses, resulting from higher sales volume, higher unit expenses with freight in Brazil and the effect of the weaker Real, (ii) the startup of the company’s operations in the United States, (iii) the acquisition of the specialty chemicals plant in Uruguay and (iv) the effects of inflation on expenses. Compared with 1Q13, Oxiteno's selling, marketing, general and administrative expenses increased by 11%, mainly due to increased logistics expenses and higher variable compensation. Oxiteno’s selling, marketing, general and administrative expenses totaled R$ 224 million in 1H13, up 24% over 1H12.
 
 
99

 

 
Ultracargo: Ultracargo's selling, marketing, general and administrative expenses totaled R$ 25 million in 2Q13, a 48% increase over 2Q12, mainly due to (i) the effects of inflation on expenses, (ii) the acquisition of Temmar and (iii) increased non-recurring expenses with projects and customers. Compared with 1Q13, Ultracargo's selling, marketing, general and administrative expenses increased by 20% mainly due to increased non-recurring expenses with projects and customers. Ultracargo’s selling, marketing, general and administrative expenses were R$ 46 million in 1H13, up 36% compared with 1H12.

Depreciation and amortization: Total depreciation and amortization costs and expenses in 2Q13 amounted to R$ 193 million, 15% higher than that in 2Q12, mainly as a result of increased investments, especially in Ipiranga, and the acquisitions of Temmar and the specialty chemicals plant in Uruguay. Compared with 1Q13, total depreciation and amortization costs and expenses increased by 2%. In 1H13, Ultrapar’s total depreciation and amortization costs totaled R$ 382 million, 16% higher than that in 1H12.

Operating income: Ultrapar’s operating income amounted to R$ 513 million in 2Q13, up 26% over 2Q12, as a result of the increase in the operating income of all of Ultrapar’s businesses. Compared with 1Q13, Ultrapar’s operating income increased by 20%, mainly as a result of the seasonality between periods. In 1H13, Ultrapar’s operating income totaled R$ 940 million, up 26% over 1H12.

Financial result: Ultrapar reported R$ 94 million of net financial expenses in 2Q13, R$ 7 million higher than that in 2Q12, mainly due to the effects of exchange rate fluctuations and taxes. Compared with 1Q13, net financial expenses increased by R$ 34 million, mainly due to the same factors above and the higher average net debt. Net debt at the end of 2Q13 totaled R$ 3,590 million, corresponding to 1.4 times EBITDA for the last 12 months compared with a ratio of 1.5 times in 2Q12 and 1Q13. In 1H13, Ultrapar reported net financial expenses of R$ 155 million, R$ 2 million higher than that in 1H12.

Income and social contribution taxes / Tax incentives: Ultrapar reported income tax and social contribution expenses, net of benefit of tax holidays of R$ 135 million, compared with expenses of R$ 89 million in 2Q12 and R$ 117 million in 1Q13, an increase of 52% and 15%, respectively, mainly as a result of a higher pre-tax profit. In 1H13, Ultrapar reported income tax and social contribution expenses, net of benefit of tax holidays of R$ 253 million, up 48% over 1H12.

Net income: Net income in 2Q13 totaled R$ 284 million, 21% and 15% over 2Q12 and 1Q13, respectively, due to the EBITDA growth between periods. In 1H13, Ultrapar reported net income of R$ 530 million, up 24% over 1H12.

EBITDA: Ultrapar’s consolidated EBITDA totaled R$ 706 million in 2Q13, up 22% over 2Q12, as a result of the EBITDA growth in all businesses. Compared with 1Q13, Ultrapar’s EBITDA increased by 15%, due to the EBITDA growth in all businesses. In 1H13, Ultrapar’s EBITDA totaled R$ 1,320 million, an increase of 22% over 1H12.

Ultragaz: Ultragaz’s EBITDA amounted to R$ 74 million in 2Q13, up 17% over 2Q12, mainly due to commercial and expense reduction initiatives implemented over the past few quarters and the increased sales volume. Compared with 1Q13, Ultragaz’s EBITDA increased by 16%, mainly due to the higher seasonal volume. In 1H13, Ultragaz’s EBITDA totaled R$ 137 million, 12% higher than that in 1H12.

Ipiranga: Ipiranga's EBITDA totaled R$ 480 million in 2Q13, up 28% over 2Q12, equivalent to a unit EBITDA margin of R$ 78/m³, mainly due to (i) increased sales volume, especially in the reseller segment, (ii) the strategy of constant innovation in services and convenience in the service station and (iii) the effects of the evolution of diesel costs, partially offset by increased freight expenses and non-recurring items with a net positive effect of R$ 9 million in 2Q12 (a positive result of R$ 22 million from material sale of land and R$ 13 million expenses related to the return of the Ipiranga brand to the Midwest, Northeast and North of Brazil). Compared with 1Q13, Ipiranga’s EBITDA increased by 11%, mainly due to higher seasonal volume and lower advertising and marketing expenses. In 1H13, Ipiranga’s EBITDA totaled R$ 912 million, 28% higher than that in 1H12.
 
 
100

 

 
Oxiteno: Oxiteno’s EBITDA amounted to R$ 107 million in 2Q13, or US$ 250/ton, an 8% increase over 2Q12, mainly due to the increased sales volume and the effect of the 5% weaker Real, partially offset by increased unit expenses with logistics and by expenses related to the startup of the company's operations in the United States and Uruguay. Compared with 1Q13, Oxiteno’s EBITDA increased by 33%, mainly due to the increased sales volume, the depreciation of the Real during 2Q13, and the lower international price of ethylene. In 1H13, Oxiteno’s EBITDA totaled R$ 188 million, up 14% over 1H12.

Ultracargo: Ultracargo’s EBITDA totaled R$ 42 million in 2Q13, up 18% over 2Q12, mainly due to the increased average storage in the terminals, partially offset by higher expenses. Compared with 1Q13, Ultracargo’s EBITDA increased by 18%, mainly due to the increased average storage in its terminals. In 1H13, Ultracargo’s EBITDA totaled R$ 78 million, up 15% compared with 1H12.

EBITDA
R$ million
2Q13
2Q12
1Q13
Variation 2Q13v2Q12
Variation 2Q13v1Q13
1H13
1H12
Variation 1H13v1H12
Ultrapar
706.0
577.4
614.0
22%
15%
1,319.9
1,077.6
22%
Ultragaz
73.6
62.9
63.5
17%
16%
137.1
122.9
12%
Ipiranga
479.6
375.0
432.1
28%
11%
911.7
711.9
28%
Oxiteno
107.1
98.8
80.6
8%
33%
187.6
165.2
14%
Ultracargo
42.3
35.7
35.9
18%
18%
78.2
67.8
15%

(1)  
The EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) presented in this document represents the net income before (i) income and social contribution taxes, (ii) net financial expense (income) and (iii) depreciation and amortization, presented in accordance with ICVM 527. The purpose of including EBITDA information is to provide a measure used by the management for internal assessment of our operating results, and because a portion of our employee profit sharing plan is linked directly or indirectly to EBITDA performance. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We also calculate EBITDA in connection with covenants related to some of our financing, as described in Note 14 to our consolidated financial statements. We believe EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of EBITDA may differ from, and, therefore, may not be comparable with similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because EBITDA excludes net financial expense (income), income and social contribution taxes and depreciation and amortization, it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income and social contribution taxes, depreciation and amortization. EBITDA is not a measure of financial performance under accounting practices adopted in Brazil or IFRS, and it should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. EBITDA has material limitations that impair its value as a measure of a company’s overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expense (income), income and social contribution taxes and depreciation and amortization.

The calculation of the EBITDA from the net income is presented below:

R$ million
2Q13
2Q12
1Q13
1H13
1H12
Net income
283.7
234.4
246.5
530.2
426.1
(+) Income tax and social contribution
135.3
88.8
117.4
252.6
170.9
(+) Net financial expense (income)
94.2
87.1
60.6
154.8
152.5
(+) Depreciation and amortization
192.8
167.0
189.4
382.2
328.2
EBITDA
706.0
577.4
614.0
1,319.9
1,077.6
 
 
 
101

 

 
We hereby inform that in accordance with the requirements of CVM Resolution 381/03, our independent auditors Deloitte Touche Tohmatsu Auditores Independentes have not performed during these six months of 2013 any service other than the external audit of the financial statements for the year ended December 31, 2012 and the review of interim financial information of Ultrapar and affiliated companies and subsidiaries.
 
 
 
 
102

 
 
Item 2
 
 
São Paulo, July 31st, 2013 – Ultrapar Participações S.A. (BM&FBOVESPA: UGPA3 / NYSE: UGP), a company engaged in fuel distribution (Ultragaz/Ipiranga), specialty chemicals (Oxiteno) and storage for liquid bulk (Ultracargo), hereby reports its results for the second quarter of 2013.


Results conference call
 
Brazilian conference call
August 2nd, 2013
10:00 a.m. (US EST)
Telephone for connection: +55 11 2188 0155
Code: Ultrapar
 
International conference call
August 2nd, 2013
11:30 a.m. (US EST)
Participants in the USA: 1 877 317 6776
Participants in Brazil: 0800 891 0015
International participants: +1 412 317 6776
Code: Ultrapar
 
 
IR Contact
E-mail: invest@ultra.com.br
Telephone: + 55 11 3177 7014
Website: www.ultra.com.br
 
Ultrapar Participações S.A.
UGPA3 = R$ 53.12/share (06/30/13)
UGP = US$ 23.94/ADR (06/30/13)
 
 
 
We present one more quarter of positive earnings progression, reporting in 2Q13 the twenty-eighth consecutive quarter of EBITDA growth. During these seven years, we invested R$ 11 billion in the expansion of our service station and convenience store network, logistics infrastructure, production capacity, as well as acquisitions and modernization of our operations, investments that enabled this sustained growth.
 
 
Ø VOLUMES, REVENUES AND EBITDA GROW IN ALL BUSINESSES
 
Ø ULTRAPAR’S EBITDA REACHES R$ 706 MILLION IN 2Q13, 22% GROWTH OVER 2Q12
 
Ø NET EARNINGS REACH R$ 284 MILLION, 21% GROWTH OVER 2Q12
 
Ø ULTRAPAR IS ELECTED THE BEST CORPORATE GOVERNANCE IN THE IR MAGAZINE AWARDS BRAZIL 2013
 
Ø DIVIDEND DISTRIBUTION OF R$ 354 MILLION APPROVED
 
 
 “We are pleased to complete seven consecutive years of EBITDA growth, achieved through different economic cycles. This growth was enabled by investments in the strengthening and development of our businesses and by a corporate governance structure designed towards the alignment of interests and value creation. We also had the honor of being awarded by the IR Magazine Awards Brazil 2013 as the Best Corporate Governance in Brazil and the Best Investor Relations in the energy sector, awards that reinforce our enthusiasm to follow the path of development of good businesses and value creation."
 
Thilo Mannhardt – CEO
 
 
 
 
 
 

 
 
 
 
Considerations on the financial and operational information

The financial information presented in this document has been prepared according to International Financial Reporting Standards (IFRS). The financial information of Ultrapar corresponds to the company’s consolidated information. The financial information of Ultragaz, Ipiranga, Oxiteno and Ultracargo is reported without elimination of intercompany transactions. Therefore, the sum of such information may not correspond to the consolidated financial information of Ultrapar. In addition, except when otherwise indicated, the amounts presented in this document are expressed in millions of Reais and, therefore, are subject to rounding off. Consequently, the total amounts presented in the tables may differ from the direct sum of the amounts that precede them.
 
On October 4th, 2012, CVM issued the Instruction No. 527 (“ICVM 527”), which governs the disclosure by listed companies in Brazil of EBITDA — Earnings Before Interest, Taxes, Depreciation and Amortization, and EBIT — Earnings Before Interest and Taxes, for the results disclosed from January 1st, 2013 onwards.
 
From 2013 onwards, the adoption of IFRS 11 and IAS (International Accounting Standard) 19 became mandatory in the presentation of financial statements of publicly-traded companies, resulting in the following changes: (i) results from joint ventures (“JV”) are no longer proportionally consolidated and will be recognized through the equity method and (ii) actuarial gains and losses from post-employment benefits cease to affect the operating results and start to be recognized under shareholders’ equity.
 
In order to provide comparability of financial statements with periods prior to the adoption of the aforementioned accounting changes, the figures presented in this document relating to 2012 have been updated in accordance with ICVM 527, IFRS 11 and IAS 19. EBITDA according to ICVM 527, IFRS 11 and IAS 19 and net earnings according to IAS 19 differ from EBITDA and net earnings previously reported by the company, as shown below:
 

R$ million
1Q12
2Q12
3Q12
4Q12
2012
EBITDA prior to ICVM 527
501.6
579.0
646.9
674.0
2,401.6
(+) Income from sale of assets
(1.5)
(2.7)
4.8
3.1
3.7
(+) Equity in earnings (losses) of affiliates
(0.0)
0.2
0.0
(0.0)
0.2
EBITDA after ICVM 527
500.1
576.5
651.8
677.1
2,405.4
(-) EBITDA JV
(3.2)
(2.4)
(3.7)
(8.4)
(17.8)
(+) Equity in earnings (losses) of JV
3.1
2.7
2.5
2.0
10.3
(+) Actuarial gains and losses from post-employment benefits
0.4
0.6
0.2
12.4
13.5
EBITDA after ICVM 527, IFRS 11 and IAS 19
500.2
577.4
650.8
683.0
2,411.4

R$ million
1Q12
2Q12
3Q12
4Q12
2012
Net earnings as previously reported
191.4
234.0
290.8
301.7
1,017.9
(+) Actuarial gains and losses from post-employment benefits
0.2
0.4
0.1
8.2
8.9
Net earnings after IAS 19
191.7
234.4
290.9
309.8
1,026.8

The calculation of EBITDA starting from net earnings is presented below:
 
R$ million
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Net earnings
283.7
234.4
246.5
21%
15%
530.2
426.1
24%
(+) Income and social contribution taxes
135.3
88.8
117.4
   
252.6
170.9
 
(+) Net financial expense (income)
94.2
87.1
60.6
   
154.8
152.5
 
(+) Depreciation and amortization
192.8
167.0
189.4
   
382.2
328.2
 
EBITDA
706.0
577.4
614.0
22%
15%
1,319.9
1,077.6
22%
 
 
 
 

 
 
 
 
Summary of the 2nd quarter of 2013

Ultrapar – Consolidated data
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Net sales and services
15,204
13,038
13,600
17%
12%
28,804
25,429
13%
Gross profit
1,160
1,007
1,064
15%
9%
2,224
1,906
17%
Operating profit
513
407
426
26%
20%
940
744
26%
EBITDA
706
577
614
22%
15%
1,320
1,078
22%
Net earnings¹
284
234
247
21%
15%
530
426
24%
Earnings attributable to Ultrapar per share ²
0.53
0.43
0.46
21%
15%
0.98
0.79
24%
Amounts in R$ million (except for EPS)
               
¹
Under IFRS, net earnings include net earnings attributable to non-controlling shareholders.
²
Calculated based on the weighted average number of shares over the period, excluding shares held in treasury.

Ultragaz – Operational data
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Total volume (000 tons)
431
426
396
1%
9%
827
829
(0%)
Bottled
285
289
264
(1%)
8%
550
555
(1%)
Bulk
146
137
131
7%
11%
277
274
1%
 
Ipiranga – Operational data
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Volume total (mil m³)
6,128
5,709
5,575
7%
10%
11,703
11,156
5%
Diesel
3,366
3,188
2,943
6%
14%
6,309
6,164
2%
Gasoline, ethanol and NGV
2,668
2,417
2,545
10%
5%
5,213
4,788
9%
Other3
94
104
87
(10%)
7%
181
204
(11%)
3
Fuel oils, kerosene, lubricants and greases.

Oxiteno – Operational data
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Total volume (000 tons)
207
185
198
12%
4%
405
372
9%
Product mix
               
  Specialty chemicals
177
155
163
14%
9%
340
306
11%
  Glycols
29
30
35
(3%)
(16%)
65
66
(2%)
Geographical mix
               
  Sales in Brazil
145
136
141
7%
3%
287
270
6%
  Sales outside Brazil
61
50
57
23%
8%
118
102
16%
 
Ultracargo - Operational data
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Effective storage4 (000 m3)
730
609
623
20%
17%
676
585
16%
4
Monthly average
 
 
 
 

 
 
 
 
Macroeconomic indicators
2Q13
2Q12
1Q13
D (%)
2Q13v2Q12
D (%)
2Q13v1Q13
1H13
1H12
D (%)
1H13v1H12
Average exchange rate (R$/US$)
2.07
1.96
2.00
5%
4%
2.03
1.87
9%
Brazilian interbank interest rate (CDI)
1.8%
2.1%
1.6%
   
3.4%
4.6%
 
Inflation in the period (IPCA)
1.2%
1.1%
1.9%
   
3.1%
2.3%
 

 
Highlights
 
Ø
Dividend distribution of R$ 354 million approved – The Board of Directors of Ultrapar approved today a dividend payment of R$ 354 million, equivalent to R$ 0.66 per share, as an advance of the dividends for the fiscal year 2013, to be paid from August 16th, 2013 onwards. This amount represents an annualized dividend yield of 3% on Ultrapar’s average share price during the first half of 2013.

Ø
Ultrapar’s credit rating is upgraded by Moody's – On May 24th, 2013, the rating agency Moody's Investors Services (Moody's) upgraded Ultrapar’s global scale credit rating from Baa3 to Baa2. According to Moody’s, the rating assigned to Ultrapar reflects mainly its solid business model, its low-risk profile, the resilience of its cash flow and the leading positions in its different segments. The upgrade in Ultrapar’s credit rating highlights the cash flow generation capacity of its businesses and its sound financial management and corporate governance.

Ø
Ultrapar receives important awards – Ultrapar received the awards of the Best Corporate Governance in Brazil and the Best Investor Relations in the energy sector in the IR Magazine Awards Brazil 2013, and was elected one of the top five earnings conference calls in the country. These awards reinforce the constant evolution of its corporate governance structure and its philosophy of dialogue with the capital markets. Ultrapar was also ranked 6th in the Prêmio Destaque Agência Estado 2013, a ranking of all Brazilian listed companies developed in partnership with Economática in which each company is evaluated under many aspects such as stock price appreciation, return, dividends, volatility, among others. Additionally, Ipiranga and Ultragaz brands were listed among the top 50 most valuable brands in Brazil, according to a ranking prepared by Brand Finance Brazil, and Ipiranga was awarded, for the third consecutive year, the best company in the Wholesale segment in Brazil in Exame magazine’s “Maiores e Melhores” publication.
 
Ø
Ultrapar is included in the Brazil 50 Index – IBrX 50 – As from May, Ultrapar’s shares were included in the portfolio of the Brazil 50 Index (IBrX-50) of BM&FBOVESPA, an index composed by the 50 most liquid stocks traded on BM&FBOVESPA. In the theoretical portfolio for the period between May and August of 2013, Ultrapar’s shares are the 8th most representative shares in the portfolio.

 
 
 

 
 
 
 
Executive summary of the results

During the second quarter of 2013, the macroeconomic environment deteriorated, with sharp adjustments in the expectations for the Brazilian economy growth in 2013. To curb rising inflation indicators, the Central Bank of Brazil raised the base interest rate of the economy from 7.25% p.a. at the end of March to 8.00% p.a. at the end of June. Despite the lower estimated economic growth, the fleet of light vehicles continues to grow at a fast pace, similar to what has been verified in recent years. In 2Q13, approximately 900 thousand light vehicles were licensed, a record for second quarters and 7% higher than 2Q12, allowing the continued strong growth of the fleet in Brazil. Additionally, the domestic macroeconomic scenario contributed to a strong appreciation of the dollar against the Real during the 2Q13, with the exchange rate ending the quarter at R$ 2.22/US$, 10% higher than the rate at the end of March.

In 2Q13, Ultragaz reported a growth of 1% in sales volume compared with 2Q12, driven by the 7% growth in the bulk segment, mainly as a result of investments made ​​to capture new clients. In 2Q13, Ultragaz’s EBITDA increased by 17% compared with 2Q12, which demonstrates the progress in the recovery plan for the company's results through commercial and expense reduction initiatives implemented over the past few quarters.

At Ipiranga, fuel sales volume increased by 7% in 2Q13 compared with 2Q12, mainly driven by the growth in the light vehicle fleet and the investments made in expanding the network and related logistics infrastructure. Ipiranga’s EBITDA reached R$ 480 million, an increase of 28% compared with 2Q12, equivalent to an EBITDA unit margin of R$ 78/m³, mainly due to (i) increased sales volume, (ii) the strategy of constant innovation in services and convenience at stations, generating increased customer satisfaction and loyalty, and (iii) the effects of the evolution of the diesel costs .

Oxiteno's sales volume reached 207 thousand tons, a 12% increase compared with 2Q12, due to the investments made to expand capacity over the past few years and the acquisition of the specialty chemicals plant in Uruguay. Oxiteno’s EBITDA totaled R$ 107 million in 2Q13, or US$ 250/ton, up 8% over 2Q12, mainly due to the increased sales volume and the effects of the depreciation of the Real during the quarter, resulting in an average exchange rate 5% weaker compared with 2Q12.

In Ultracargo, the average storage grew by 20% compared with 2Q12, mainly due to the acquisition of Temmar and the increased product handling in its main terminals. Ultracargo's EBITDA reached R$ 42 million in 2Q13, up 18% over 2Q12, mainly due to the increased average storage of the terminals.

Ultrapar reported a consolidated EBITDA of R$ 706 million in 2Q13, up 22% compared with 2Q12, due to the EBITDA growth in all businesses. The net income in 2Q13 reached R$ 284 million, an increase of 21% over 2Q12, as a result of the EBITDA growth.
 
 
 
 

 
 
 
 
Operational performance
 
Ultragaz – In 2Q13, Ultragaz’s sales volume reached 431 thousand tons, up 1% over 2Q12, driven by the 7% growth in the bulk segment, as a result of investments made ​​to capture new clients and the increased number of working days, with an estimated effect of 3%. Compared with 1Q13, sales volume increased by 9%, mainly derived from the seasonality between periods. In the semester, Ultragaz sales volume totaled 827 thousand tons, in line with the sales volume of 1H12.

Ultragaz – Sales volume (000 tons)
 

Ipiranga – Ipiranga’s sales volume totaled 6,128 thousand cubic meters in 2Q13, 7% above 2Q12 volumes. In 2Q13, sales volume of fuels for light vehicles (Otto cycle) increased by 10%, as a result of the growth of the vehicle fleet and of the investments in the network expansion, in addition to the effect of the increased number of working days in 2Q13. The volume of diesel increased by 6% compared with 2Q12, due to an 8% growth in sales volume in the reseller segment, as a result of the investments made in the expansion of resellers’ network, and to the increased number of working days. Compared with 1Q13, sales volume increased by 10%, mainly due to the seasonality between periods. In 1H13, Ipiranga’s sales volume totaled 11,703 thousand meters cubic, a 5% growth over 1H12.

Ipiranga – Sales volume (000 m³)


Oxiteno – Oxiteno’s sales volume in 2Q13 totaled 207 thousand tons, 12% growth over 2Q12. In the Brazilian market, sales volume grew by 7% (10 thousand tons), due to the investments made to expand capacity over the past few years. This volume growth in the domestic market occurred in almost all segments served by the company, especially in the home and personal care, paints and coatings segments. In the international market, sales volume grew by 23% (12 thousand tons), mainly due to the acquisition of the specialty chemicals plant in Uruguay. Compared with 1Q13, sales volume grew by 4% (9 thousand tons), due to increased sales of specialties. Oxiteno’s sales volume in 1H13 totaled 405 thousand tons, 9% higher than that in 1H12.

 
 
 

 
 
 
 
Oxiteno – Sales volume (000 tons)


Ultracargo – In 2Q13, Ultracargo’s average storage increased by 20% compared to 2Q12, mainly due to the acquisition of Temmar and increased handling in the Santos, Suape and Aratu terminals. Compared with 1Q13, the average storage increased by 17%, mainly due to the increased handling of ethanol and the startup of the expanded operations in Aratu. In 1H13, Ultracargo’s average storage increased by 16% compared with 1H12.

Ultracargo – Average storage (000 m³)
 
 
 
Economic-financial performance
 
Net sales and servicesUltrapar’s consolidated net sales and services grew by 17%, reaching R$ 15,204 million in 2Q13, due to the volume growth in all businesses. Compared with 1Q13, Ultrapar’s net sales and services increased by 12%, mainly due to the seasonality between periods. In 1H13, Ultrapar’s net sales and services increased by 13% compared with 1H12, totaling R$ 28,804 million.

Net sales and services (R$ million)
 
 
 
 
 

 
 
 

Ultragaz – Ultragaz’s net sales and services totaled R$ 1,005 million in 2Q13, an increase of 3% and 9% compared with 2Q12 and 1Q13, respectively, mainly due to increased sales volume and to commercial initiatives. In 1H13, Ultragaz’s net sales and services reached R$ 1,925 million, up 2% over 1H12.

Ipiranga – Ipiranga’s net sales and services totaled R$ 13,301 million in 2Q13, an 18% growth over 2Q12, mainly due to (i) increased sales volume, (ii) increases in diesel and gasoline costs by Petrobras, and (iii) the improved sales mix, resulting from investments in the service station network expansion, which enabled a higher share of fuels for light vehicles and diesel sold to the reseller segment. Compared with 1Q13, Ipiranga’s net sales and services increased by 12%, mainly derived from higher seasonal volume and increases in diesel and gasoline costs by Petrobras during 1Q13. In 1H13, Ipiranga’s net sales and services reached R$ 25,159 million, an increase of 14% compared with 1H12.

Oxiteno – Oxiteno’s net sales and services totaled R$ 821 million in 2Q13, up 13% over 2Q12, due to the 12% growth in sales volume and the 5% weaker Real, partially offset by 4% lower average dollar prices. Compared with 1Q13, net sales and services increased by 9%, mainly due to the 4% increase in sales volume and the 4% weaker Real. Oxiteno’s net sales and services in 1H13 reached R$ 1,576 million, up 15% over 1H12.

Ultracargo – Ultracargo’s net sales and services totaled R$ 86 million in 2Q13, up 19% and 13% over 2Q12 and 1Q13, respectively, mainly derived from the increased average storage in the terminals. In 1H13, Ultracargo’s net sales and services totaled R$ 161 million, up 16% over 1H12.

Cost of goods soldIn 2Q13, Ultrapar’s cost of goods sold totaled R$ 14,044 million, up 17% over 2Q12, as a consequence of the increased cost of goods sold in all businesses. Compared with 1Q13, Ultrapar’s cost of goods sold increased by 12%, mainly due to the seasonality between periods. In 1H13, Ultrapar’s cost of goods sold increased by 13% over 1H12, totaling R$ 26,580 million in the semester.

Ultragaz – Ultragaz’s cost of goods sold totaled R$ 854 million in 2Q13, an increase of 2% compared with 2Q12, mainly due to higher sales volume and to the effects of inflation on costs, especially on freight, partially offset by initiatives to reduce costs over the past 12 months. Compared with 1Q13, the cost of goods sold increased by 8%, mainly due to the 9% seasonally higher volume. In 1H13, Ultragaz’s cost of goods sold totaled R$ 1,643 million, up 1% compared with 1H12.

Ipiranga – Ipiranga’s cost of goods sold totaled R$ 12,535 million in 2Q13, up 18% over 2Q12, due to increased sales volume and the cost increases by Petrobras (i) in diesel, in July 2012, January and March 2013, and (ii) in gasoline, in January 2013. Compared with 1Q13, Ipiranga’s cost of goods sold increased by 13%, mainly due to the seasonally higher volume and increases in diesel and gasoline costs by Petrobras during 1Q13. In 1H13, Ipiranga’s cost of goods sold totaled R$ 23,661 million, 14% increase over 1H12.

Oxiteno – Oxiteno’s cost of goods sold in 2Q13 totaled R$ 630 million, up 12% over 2Q12, mainly as a result of the 12% higher sales volume and the 5% weaker Real, partially offset by a 4% reduction in unit variable costs in dollars, mainly due to the drop in international prices of ethylene. Compared with 1Q13, the cost of goods sold increased by 5%, mainly due to the 4% weaker Real and the 4% higher sales volume, partially offset by lower unit variable costs in dollars. In 1H13, Oxiteno’s cost of goods sold totaled R$ 1,230 million, up 13% over 1H12.

Ultracargo – Ultracargo’s cost of services provided in 2Q13 totaled R$ 33 million, up 16% over 2Q12, mainly as a result of increased average storage and increased depreciation, a consequence of the capacity expansions and the acquisition of Temmar. Compared with 1Q13, Ultracargo’s cost of services provided increased by 5%. In 1H13, Ultracargo’s cost of services provided totaled R$ 64 million, 17% higher than that in 1H12.

Sales, general and administrative expensesUltrapar’s sales, general and administrative expenses totaled R$ 676 million in 2Q13, an increase of 11% over 2Q12. Compared with 1Q13, Ultrapar’s sales, general and administrative expenses increased by 3%. In 1H13, Ultrapar's sales, general and administrative expenses totaled R$ 1,334 million, up 13% over 1H12.

Ultragaz – Ultragaz’s sales, general and administrative expenses totaled R$ 111 million in 2Q13, up 4% over 2Q12, mainly due to (i) the effects of inflation on personnel expenses, (ii) the increased sales volume, and (iii) the increase in variable compensation, partially offset by initiatives to reduce expenses. Compared with 1Q13, Ultragaz’s sales, general and administrative expenses increased by 12%, mainly due to the higher seasonal volume and to higher expenses with marketing and sales campaigns. In 1H13, Ultragaz’s sales, general and administrative expenses totaled R$ 209 million, up 3% over 1H12.
 
 
 
 

 
 
 

Ipiranga – Ipiranga’s sales, general and administrative expenses totaled R$ 423 million in 2Q13, a 7% growth over 2Q12, mainly resulting from (i) increased sales volume and higher unit expenses with freight, mainly due to increases in diesel costs and inflation, (ii) the expansion of the distribution network, and (iii) the effects of inflation on personnel expenses, partially offset by non-recurring expenses of R$ 13 million related to the return of the Ipiranga brand to the Midwest, Northeast and North of Brazil in 2Q12. Compared with 1Q13, Ipiranga’s sales, general and administrative expenses decreased by 3%, mainly due to a higher concentration of expenses with advertising and marketing in 1Q13, partially offset by the higher seasonal volume. In 1H13, Ipiranga’s sales, general and administrative expenses totaled R$ 857 million, up 11% compared with 1H12.

Oxiteno – Oxiteno’s sales, general and administrative expenses totaled R$ 118 million in 2Q13, up 23% compared with 2Q12, mainly due to (i) increased logistics expenses, resulting from higher sales volume, higher unit expenses with freight in Brazil and the effect of the weaker Real, (ii) the startup of the company’s operations in the United States, (iii) the acquisition of the specialty chemicals plant in Uruguay and (iv) the effects of inflation on expenses. Compared with 1Q13, Oxiteno's sales, general and administrative expenses increased by 11%, mainly due to increased logistics expenses and higher variable compensation. Oxiteno’s sales, general and administrative expenses totaled R$ 224 million in 1H13, up 24% over 1H12.

Ultracargo – Ultracargo’s sales, general and administrative expenses totaled R$ 25 million in 2Q13, a 48% increase over 2Q12, mainly due to (i) the effects of inflation on expenses, (ii) the acquisition of Temmar and (iii) increased non-recurring expenses with projects and customers. Compared with 1Q13, Ultracargo’s sales, general and administrative expenses increased by 20% mainly due to increased non-recurring expenses with projects and customers. Ultracargo’s sales, general and administrative expenses were R$ 46 million in 1H13, up 36% compared with 1H12.

EBITDAUltrapar’s consolidated EBITDA totaled R$ 706 million in 2Q13, up 22% over 2Q12, as a result of the EBITDA growth in all businesses. Compared with 1Q13, Ultrapar’s EBITDA increased by 15%, due to the EBITDA growth in all businesses. In 1H13, Ultrapar’s EBITDA totaled R$ 1,320 million, an increase of 22% over 1H12.

EBITDA (R$ million)
 
 
 
Ultragaz – Ultragaz’s EBITDA amounted to R$ 74 million in 2Q13, up 17% over 2Q12, mainly due to commercial and expense reduction initiatives implemented over the past few quarters and the increased sales volume. Compared with 1Q13, Ultragaz’s EBITDA increased by 16%, mainly due to the higher seasonal volume. In 1H13, Ultragaz’s EBITDA totaled R$ 137 million, 12% higher than that in 1H12.

Ipiranga Ipiranga’s EBITDA totaled R$ 480 million in 2Q13, up 28% over 2Q12, equivalent to a unit EBITDA margin of R$ 78/m³, mainly due to (i) increased sales volume, especially in the reseller segment, (ii) the strategy of constant innovation in services and convenience in the service station, and (iii) the effects of the evolution of diesel costs, partially offset by increased freight expenses and non-recurring items with a net positive effect of R$ 9 million in 2Q12 (a positive result of R$ 22 million from material sale of land and R$ 13 million expenses related to the return of the Ipiranga brand to the Midwest, Northeast and North of Brazil). Compared with 1Q13, Ipiranga’s EBITDA increased by 11%, mainly due to higher seasonal volume and lower advertising and marketing expenses. In 1H13, Ipiranga’s EBITDA totaled R$ 912 million, 28% higher than that in 1H12.
 
 
 
 

 
 
 

 
Oxiteno – Oxiteno’s EBITDA amounted to R$ 107 million in 2Q13, or US$ 250/ton, an 8% increase over 2Q12, mainly due to the increased sales volume and the effect of the 5% weaker Real, partially offset by increased unit expenses with logistics and by expenses related to the startup of the company’s operations in the United States and Uruguay. Compared with 1Q13, Oxiteno’s EBITDA increased by 33%, mainly due to the increased sales volume, the depreciation of the Real during 2Q13, and the lower international price of ethylene. In 1H13, Oxiteno’s EBITDA totaled R$ 188 million, up 14% over 1H12.

Ultracargo – Ultracargo’s EBITDA totaled R$ 42 million in 2Q13, up 18% over 2Q12, mainly due to the increased average storage in the terminals, partially offset by higher expenses. Compared with 1Q13, Ultracargo’s EBITDA increased by 18%, mainly due to the increased average storage in its terminals. In 1H13, Ultracargo’s EBITDA totaled R$ 78 million, up 15% compared with 1H12.

Depreciation and amortizationTotal depreciation and amortization costs and expenses in 2Q13 amounted to R$ 193 million, 15% higher than that in 2Q12, mainly as a result of increased investments, especially in Ipiranga, and the acquisitions of Temmar and the specialty chemicals plant in Uruguay. Compared with 1Q13, total depreciation and amortization costs and expenses increased by 2%. In 1H13, Ultrapar’s total depreciation and amortization costs totaled R$ 382 million, 16% higher than that in 1H12.

Financial resultUltrapar reported R$ 94 million of net financial expenses in 2Q13, R$ 7 million higher than that in 2Q12, mainly due to the effects of exchange rate fluctuations and taxes. Compared with 1Q13, net financial expenses increased by R$ 34 million, mainly due to the same factors above and the higher average net debt. Net debt at the end of 2Q13 totaled R$ 3,590 million, corresponding to 1.4 times EBITDA for the last 12 months compared with a ratio of 1.5 times in 2Q12 and 1Q13. In 1H13, Ultrapar reported net financial expenses of R$ 155 million, R$ 2 million higher than that in 1H12.

Net EarningsNet earnings in 2Q13 totaled R$ 284 million, 21% and 15% over 2Q12 and 1Q13, respectively, due to the EBITDA growth between periods. In 1H13, Ultrapar reported net earnings of R$ 530 million, up 24% over 1H12.

InvestmentsTotal investments, net of disposals and repayments, totaled R$ 244 million in 2Q13, distributed as follows:

·
 At Ultragaz, R$ 40 million were invested, mainly directed to new customers in the bulk segment and renewal of LPG bottles.

· 
At Ipiranga, R$ 153 million were invested, mainly directed towards the expansion and maintenance of the service station network and logistics infrastructure. Ipiranga invested R$ 166 million in fixed and intangible assets, reduced by R$ 13 million related to repayments of financing from clients, net of loans granted.

· 
At Oxiteno, R$ 36 million were invested, directed mainly to expansions underway in the United States and Mexico and the maintenance of its production units.

·
 Ultracargo invested R$ 9 million, mainly directed towards maintenance of terminals
 
 
 
 

 
 
 
 
 
R$ million
2Q13
1H13
   
Total investments, net of disposals and repayments
(R$ million)
Additions to fixed and intangible assets
     
 
     Ultragaz
40
75
 
     Ipiranga
166
227
 
     Oxiteno
36
53
 
     Ultracargo
9
17
 
Total -  additions to fixed and intangible assets1
254
376
 
Financing to clients 2 – Ipiranga
(13)
(27)
 
Acquisition (disposal) of equity interest ³
3
19
 
Total investments, net of disposals and repayments
244
368
 
   
¹  Includes the consolidation of corporate IT services
²   Financing to clients is included as working capital in the Cash Flow Statement
³  Includes capital invested in ConectCar and closing adjustments of the acquisition of American Chemical
 

 
 
 

 
 
 
 
Ultrapar in the capital markets
 
Ultrapar’s average daily trading volume in 2Q13 was R$ 72 million, 29% higher than the daily average of R$ 55 million in 2Q12, considering the combined trading volumes on the BM&FBOVESPA and the NYSE. Ultrapar’s share price closed 2Q13 quoted at R$ 53.12/share on the BM&FBOVESPA, with an accumulated appreciation of 4% in the quarter and 18% over the last 12 months. During the same periods, the Ibovespa index depreciated by 16% and 13%, respectively. At the NYSE, Ultrapar’s shares depreciated by 6% in 2Q13 and appreciated by 6% over the last 12 months, while the Dow Jones index appreciated by 2% in 2Q13 and 16% over the last 12 months. Ultrapar closed 2Q13 with a market value of R$ 29 billion, up 18% over 2Q12.
 

 
Performance of UGPA3 vs. Ibovespa – 2Q13 (Base 100)
 
Average daily trading volume
(R$ million)
     
 
 

Outlook
 
Attentive to the more volatile Brazilian and international economic environment settled in recent months, we expect to maintain the growth trajectory of our results, based on the resilient nature of our businesses, on the investments in expanding the operating scale and the differentiation of products and services, and on the consistent planning and execution of our strategy. Ipiranga will continue to invest in the expansion of its distribution network and related logistics infrastructure, leveraging the benefits of the growing fleet of light vehicles in Brazil, especially in the Midwest, North and Northeast of Brazil, where car penetration is only 9%, below the national average. Additionally, Ipiranga will intensify its differentiation initiatives, based on increasing the offer of products, services and convenience to its customers. Oxiteno will continue to reap benefits from the completion and maturing process of investments in Brazil, in addition to focusing on its international expansion plan, with investments underway in the United States and in Mexico, and the implementation of the business plan of the acquisition in Uruguay. Ultracargo will focus on capturing the benefits from completing a cycle of capacity expansions at its terminals, aiming at meeting the growing demand for liquid bulk storage in Brazil, and from the acquisition of the terminal in the port of Itaqui, which strengthened its operating scale. At Ultragaz, the benefits from the recent investments in capturing new clients and the focus on managing costs and expenses will contribute to the earnings progression. Additionally, Ultrapar will remain attentive to good acquisition and investments opportunities to continue its growth and value creation.
 
 
 
 

 
 
 
 
Forthcoming events
 
Conference call / Webcast: August 2nd, 2013

Ultrapar will be holding a conference call for analysts on August 2nd, 2013 to comment on the company's performance in the second quarter of 2013 and outlook. The presentation will be available for download on the company's website 30 minutes prior to the conference call.

Brazilian: 10:00 a.m. (US EST)
Telephone for connection: +55 11 2188 0155
Code: Ultrapar

International: 11:30 a.m. (US EST)
Participants in the US: 1 877 317 6776
Participants in Brazil: 0800 891 0015
Participants in other countries: +1 412 317 6776
Code: Ultrapar

WEBCAST live via Internet at www.ultra.com.br. Please connect 15 minutes in advance.

 
 
This document may contain forecasts of future events. Such predictions merely reflect the expectations of the Company's management. Words such as: "believe", "expect", "plan", "strategy", "prospects", "envisage", "estimate", "forecast", "anticipate", "may" and other words with similar meaning are intended as preliminary declarations regarding expectations and future forecasts. Such declarations are subject to risks and uncertainties, anticipated by the Company or otherwise, which could mean that the reported results turn out to be significantly different from those forecasts. Therefore, the reader should not base investment decisions solely on these estimates.

 
 
 

 
 


Operational and market information

 
Financial focus
2Q13
2Q12
1Q13
1H13
1H12
EBITDA margin Ultrapar
4.6%
4.4%
4.5%
4.6%
4.2%
Net margin Ultrapar
1.9%
1.8%
1.8%
1.8%
1.7%
Focus on human resources
2Q13
2Q12
1Q13
1H13
1H12
Number of employees  –  Ultrapar
9,287
9,071
9,349
9,287
9,071
Number of employees  –  Ultragaz
3,816
4,022
3,918
3,816
4,022
Number of employees  –  Ipiranga
2,640
2,526
2,581
2,640
2,526
Number of employees  –  Oxiteno
1,814
1,582
1,836
1,814
1,582
Number of employees  –  Ultracargo
602
542
595
602
542
Focus on capital markets
2Q13
2Q12
1Q13
1H13
1H12
Number of shares (000)
544,384
544,384
544,384
544,384
544,384
Market capitalization1  – R$ million
28,727
22,860
26,740
27,753
21,641
BM&FBOVESPA
2Q13
2Q12
1Q13
1H13
1H12
Average daily volume (shares)
961,243
778,758
1,022,914
991,067
761,423
Average daily volume (R$ 000)
50,767
32,703
50,254
50,519
30,201
Average share price (R$/share)
52.8
42.0
49.1
51.0
39.7
NYSE
2Q13
2Q12
1Q13
1H13
1H12
Quantity of ADRs (000 ADRs)
34,015
46,076
34,015
34,015
46,076
Quantity of ADRs2 (000 ADRs)
400,382
542,525
375,131
388,163
504,062
Average daily volume (US$ 000)
10,189
11,669
9,242
9,731
10,740
Average share price (US$/ADR)
25.4
21.5
24.6
25.1
21.3
Total
2Q13
2Q12
1Q13
1H13
1H12
Average daily volume (shares)
1,361,624
1,321,283
1,398,044
1,379,231
1,265,485
Average daily volume (R$ 000)
71,852
55,490
68,670
70,313
50,307


 

All financial information is presented according to the accounting principles laid down in the Brazilian Corporate Law. All figures are expressed in Brazilian Reais, except for the amounts on page 22, which are expressed in US dollars and were obtained using the average exchange rate (commercial dollar rate) for the corresponding periods.

For additional information, please contact:
 
Investor Relations - Ultrapar Participações S.A.
+55 11 3177 7014
invest@ultra.com.br                                                                                                        
www.ultra.com.br

¹  Calculated based on the weighted average price in the period.
²  1 ADR = 1 common share
 
 
 
 

 
 
 

 
ULTRAPAR
CONSOLIDATED BALANCE SHEET
In millions of Reais

   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2013
   
2012
   
2013
 
ASSETS
                 
Cash, cash equivalents and financial investments
    3,084.7       2,224.9       2,073.5  
Trade accounts receivable
    2,483.5       2,180.9       2,472.8  
Inventories
    1,396.6       1,308.9       1,574.2  
Taxes
    401.1       404.8       399.4  
Other
    129.8       79.9       108.8  
Total Current Assets
    7,495.7       6,199.3       6,628.8  
Investments
    52.6       131.3       51.3  
Property, plant and equipment and intangibles
    6,663.8       6,036.0       6,576.1  
Financial investments
    104.5       125.2       140.2  
Trade accounts receivable
    130.5       112.0       133.3  
Deferred income tax
    430.6       502.9       456.0  
Escrow deposits
    557.9       507.3       543.1  
Other
    150.7       196.6       167.3  
Total Non-Current Assets
    8,090.7       7,611.3       8,067.4  
TOTAL ASSETS
    15,586.3       13,810.7       14,696.1  
LIABILITIES
                       
Loans, financing and debentures
    1,744.6       1,946.4       1,521.9  
Suppliers
    986.3       967.5       1,260.1  
Payroll and related charges
    207.9       190.0       169.5  
Taxes
    175.5       158.0       166.5  
Other
    108.1       124.3       125.5  
Total Current Liabilities
    3,222.2       3,386.2       3,243.6  
Loans, financing and debentures
    5,034.5       3,659.6       4,435.2  
Provision for contingencies
    562.7       533.9       548.5  
Post-retirement benefits
    125.5       105.1       122.0  
Other
    260.6       249.8       265.5  
Total Non-Current Liabilities
    5,983.3       4,548.5       5,371.2  
TOTAL LIABILITIES
    9,205.5       7,934.7       8,614.8  
STOCKHOLDERS' EQUITY
                       
Capital
    3,696.8       3,696.8       3,696.8  
Reserves
    2,248.4       1,854.8       2,248.4  
Treasury shares
    (114.9 )     (119.9 )     (114.9 )
Others
    526.1       417.9       223.9  
Non-controlling interest
    24.4       26.4       27.2  
Total shareholders’ equity
    6,380.8       5,876.0       6,081.4  
TOTAL LIAB. AND STOCKHOLDERS' EQUITY
    15,586.3       13,810.7       14,696.1  
Cash and financial investments
    3,189.2       2,350.1       2,213.7  
Debt
    (6,779.1 )     (5,606.0 )     (5,957.2 )
Net cash (debt)
    (3,589.9 )     (3,255.9 )     (3,743.4 )

 
 
 

 
 


ULTRAPAR
CONSOLIDATED INCOME STATEMENT
In millions of Reais (except per share data)

    QUARTERS ENDED IN    
ACCUMULATED
 
    JUN     JUN     MAR     JUN     JUN  
    2013    
2012
    2013     2013    
2012
 
                               
Net sales and services
    15,204.1       13,037.7       13,600.0       28,804.1       25,429.0  
Cost of sales and services
    (14,043.7 )     (12,031.2 )     (12,536.4 )     (26,580.1 )     (23,522.7 )
Gross profit
    1,160.4       1,006.6       1,063.6       2,224.0       1,906.2  
Operating expenses
                                       
Selling
    (434.0 )     (393.2 )     (414.6 )     (848.6 )     (770.3 )
General and administrative
    (241.9 )     (216.7 )     (243.7 )     (485.6 )     (411.3 )
Other operating income (expenses), net
    19.5       13.5       15.7       35.2       23.1  
Income from sale of assets
    9.2       (2.8 )     5.5       14.7       (4.3 )
Operating income
    513.3       407.4       426.5       939.7       743.5  
Financial results
                                       
Financial income
    47.5       51.8       52.9       100.4       115.0  
Financial expenses
    (141.7 )     (138.9 )     (113.6 )     (255.3 )     (267.5 )
Equity in earnings (losses) of affiliates
    (0.1 )     2.9       (2.0 )     (2.0 )     6.0  
Income before income and social contribution taxes
    419.0       323.2       363.9       782.9       597.0  
Provision for income and social contribution taxes
                                       
Current
    (125.1 )     (67.3 )     (119.6 )     (244.7 )     (143.8 )
Deferred
    (22.2 )     (29.6 )     (7.8 )     (30.1 )     (43.8 )
Benefit of tax holidays
    12.0       8.1       10.1       22.1       16.8  
Net Income
    283.7       234.4       246.5       530.2       426.1  
Net income attributable to:
                                       
Shareholders of Ultrapar
    282.1       232.9       244.8       526.9       423.2  
Non-controlling shareholders of the subsidiaries
    1.6       1.5       1.7       3.3       2.9  
EBITDA
    706.0       577.4       614.0       1,319.9       1,077.6  
Depreciation and amortization
    192.8       167.0       189.4       382.2       328.2  
Total investments, net of disposals and repayments
    243.9       353.0       124.5       368.4       555.8  
RATIOS
                                       
Earnings per share - R$
    0.53       0.43       0.46       0.98       0.79  
Net debt / Stockholders' equity
    0.56       0.55       0.62       0.56       0.55  
Net debt / LTM EBITDA
    1.35       1.52       1.48       1.35       1.52  
Net interest expense / EBITDA
    0.13       0.15       0.10       0.12       0.14  
Gross margin
    7.6 %     7.7 %     7.8 %     7.7 %     7.5 %
Operating margin
    3.4 %     3.1 %     3.1 %     3.3 %     2.9 %
EBITDA margin
    4.6 %     4.4 %     4.5 %     4.6 %     4.2 %

 
 
 

 
 

 
ULTRAPAR
CONSOLIDATED CASH FLOW STATEMENT
In millions of Reais

   
JAN - JUN
 
   
2013
   
2012
 
Cash Flows from operating activities
    514.8       812.1  
Net income
    530.2       426.1  
Depreciation and amortization
    382.2       328.2  
Working capital
    (515.4 )     (251.9 )
Financial expenses (A)
    246.9       333.4  
Deferred income and social contribution taxes
    30.1       43.8  
Income from sale of assets
    (14.7 )     4.3  
Cash paid for income and social contribution taxes
    (152.1 )     (54.7 )
Other (B)
    7.7       (17.0 )
Cash Flows from investing activities
    (394.9 )     (574.7 )
Additions to fixed and intangible assets, net of disposals
    (376.2 )     (574.7 )
Acquisition and sale of equity investments
    (18.7 )     -  
Cash Flows from (used in) financing activities
    (62.5 )     (546.6 )
Debt raising
    1,110.8       1,579.6  
Amortization of debt
    (355.5 )     (1,637.0 )
Interest paid
    (456.9 )     (209.7 )
Payment of financial lease
    (2.2 )     (2.3 )
Related parties
    -       (0.8 )
Dividends paid (C)
    (358.6 )     (276.4 )
Net increase (decrease) in cash and cash equivalents
    57.4       (309.2 )
Cash and cash equivalents at the beginning of the period (D)
    3,131.8       2,659.3  
Cash and cash equivalents at the end of the period (D)
    3,189.2       2,350.1  

(A)  
Comprised of interest and exchange rate and inflationary variation expenses on loans and financing. Does not include revenues from interest and exchange rate and inflationary variation on cash equivalents.
(B)  
Comprised mainly of noncurrent assets and liabilities variations net.
(C)  
Includes dividends paid by Ultrapar and its subsidiaries to third parties.
(D)  
Includes cash, cash equivalents and short and long term financial investments.

 
 
 

 
 

 
ULTRAGAZ
CONSOLIDATED INVESTED CAPITAL
In millions of Reais

   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2013
   
2012
   
2013
 
OPERATING ASSETS
                 
Trade accounts receivable
    201.5       204.3       199.4  
Trade accounts receivable - noncurrent portion
    25.2       26.3       24.4  
Inventories
    51.9       44.9       48.2  
Taxes
    32.5       26.2       30.5  
Escrow deposits
    137.5       121.4       133.7  
Other
    43.3       32.9       39.8  
Property, plant and equipment, intangibles and investments
    731.8       731.7       725.7  
TOTAL OPERATING ASSETS
    1,223.7       1,187.8       1,201.7  
OPERATING LIABILITIES
                       
Suppliers
    53.0       51.4       48.1  
Payroll and related charges
    71.3       66.7       56.8  
Taxes
    5.7       5.0       4.6  
Provision for contingencies
    78.9       67.9       76.9  
Other accounts payable
    20.1       15.9       17.7  
TOTAL OPERATING LIABILITIES
    229.0       206.9       204.2  
 
 
ULTRAGAZ
CONSOLIDATED INCOME STATEMENT
In millions of Reais

   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2013
   
2012
   
2013
   
2013
   
2012
 
                               
Net sales
    1,005.1       972.7       920.1       1,925.2       1,893.2  
Cost of sales and services
    (854.3 )     (835.3 )     (788.5 )     (1,642.8 )     (1,629.0 )
Gross profit
    150.8       137.4       131.6       282.4       264.2  
Operating expenses
                                       
Selling
    (78.2 )     (77.4 )     (67.0 )     (145.2 )     (145.1 )
General and administrative
    (32.3 )     (28.5 )     (31.4 )     (63.8 )     (58.4 )
Other operating income (expenses), net
    (0.2 )     0.2       (0.3 )     (0.5 )     0.3  
Income from sale of assets
    0.0       (1.8 )     (2.2 )     (2.2 )     (3.6 )
Operating income
    40.1       29.9       30.7       70.8       57.4  
Equity in earnings (losses) of affiliates
    (0.0 )     (0.0 )     0.0       0.0       0.0  
EBITDA
    73.6       62.9       63.5       137.1       122.9  
Depreciation and amortization
    33.5       33.0       32.8       66.3       65.4  
RATIOS
                                       
Gross margin (R$/ton)
    350       323       332       341       319  
Operating margin (R$/ton)
    93       70       77       86       69  
EBITDA margin (R$/ton)
    171       148       160       166       148  
 
 
 
 

 
 

 
IPIRANGA
CONSOLIDATED INVESTED CAPITAL
In millions of Reais

   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2013
   
2012
   
2013
 
OPERATING ASSETS
                 
Trade accounts receivable
    1,792.9       1,535.6       1,794.3  
Trade accounts receivable - noncurrent portion
    104.6       85.4       108.1  
Inventories
    916.4       811.4       1,085.5  
Taxes
    131.1       158.5       117.8  
Other
    232.0       186.9       198.2  
Property, plant and equipment, intangibles and investments
    3,044.7       2,731.9       2,977.2  
TOTAL OPERATING ASSETS
    6,221.6       5,509.8       6,281.1  
OPERATING LIABILITIES
                       
Suppliers
    761.3       776.2       1,046.4  
Payroll and related charges
    66.8       59.8       52.1  
Post-retirement benefits
    111.9       97.2       109.1  
Taxes
    71.4       68.5       59.7  
Provision for contingencies
    176.1       168.6       175.6  
Other accounts payable
    137.0       169.5       147.6  
TOTAL OPERATING LIABILITIES
    1,324.5       1,339.7       1,590.6  
 
 
IPIRANGA
CONSOLIDATED INCOME STATEMENT
In millions of Reais

   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2013
   
2012
   
2013
   
2013
   
2012
 
                               
Net sales
    13,300.7       11,275.7       11,858.8       25,159.4       22,039.3  
Cost of sales and services
    (12,535.4 )     (10,614.1 )     (11,125.5 )     (23,660.9 )     (20,765.3 )
Gross profit
    765.2       661.6       733.3       1,498.5       1,273.9  
Operating expenses
                                       
Selling
    (289.1 )     (268.3 )     (290.7 )     (579.7 )     (531.9 )
General and administrative
    (134.1 )     (127.6 )     (143.5 )     (277.6 )     (243.7 )
Other operating income (expenses), net
    17.6       15.9       14.9       32.6       30.8  
Income from sale of assets
    9.1       (1.1 )     7.9       17.0       (2.8 )
Operating income
    368.7       280.5       322.0       690.7       526.4  
Equity in earnings (losses) of affiliates
    0.2       1.4       0.2       0.5       3.3  
EBITDA
    479.6       375.0       432.1       911.7       711.9  
Depreciation and amortization
    110.6       93.1       109.9       220.5       182.2  
RATIOS
                                       
Gross margin (R$/m3)
    125       116       132       128       114  
Operating margin (R$/m3)
    60       49       58       59       47  
EBITDA margin (R$/m3)
    78       66       78       78       64  
EBITDA margin (%)
    3.6 %     3.3 %     3.6 %     3.6 %     3.2 %
 
 
 
 

 
 

 
OXITENO
CONSOLIDATED INVESTED CAPITAL
In millions of Reais

   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2013
   
2012
   
2013
 
OPERATING ASSETS
                 
Trade accounts receivable
    461.4       423.0       456.0  
Inventories
    426.2       450.5       438.2  
Taxes
    124.7       145.8       131.8  
Other
    100.4       93.9       101.8  
Property, plant and equipment, intangibles and investments
    1,654.5       1,574.6       1,636.8  
TOTAL OPERATING ASSETS
    2,767.2       2,687.9       2,764.6  
OPERATING LIABILITIES
                       
Suppliers
    159.6       132.1       154.7  
Payroll and related charges
    57.4       50.6       47.9  
Taxes
    30.4       28.9       23.9  
Provision for contingencies
    77.3       88.7       76.4  
Other accounts payable
    23.3       18.2       24.3  
TOTAL OPERATING LIABILITIES
    348.0       318.5       327.1  
 

OXITENO
CONSOLIDATED INCOME STATEMENT
In millions of Reais

   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2013
   
2012
   
2013
   
2013
   
2012
 
Net sales
    821.5       724.4       754.5       1,576.0       1,371.1  
Cost of goods sold
                                       
Variable
    (532.5 )     (472.9 )     (510.3 )     (1,042.8 )     (917.6 )
Fixed
    (66.5 )     (59.2 )     (60.5 )     (127.0 )     (113.9 )
Depreciation and amortization
    (30.9 )     (28.1 )     (29.3 )     (60.2 )     (55.3 )
Gross profit
    191.6       164.2       154.4       346.0       284.3  
Operating expenses
                                       
Selling
    (60.7 )     (45.5 )     (53.0 )     (113.7 )     (89.5 )
General and administrative
    (57.5 )     (50.9 )     (53.2 )     (110.7 )     (91.3 )
Other operating income (expenses), net
    (0.3 )     0.2       0.0       (0.2 )     (0.3 )
Income from sale of assets
    0.1       0.1       (0.1 )     (0.0 )     2.1  
Operating income
    73.2       68.2       48.2       121.4       105.3  
Equity in earnings (losses) of affiliates
    (0.1 )     0.1       0.1       (0.0 )     0.0  
EBITDA
    107.1       98.8       80.6       187.6       165.2  
Depreciation and amortization
    34.0       30.5       32.3       66.3       59.9  
RATIOS
                                       
Gross margin (R$/ton)
    927       887       780       855       765  
Operating margin (R$/ton)
    354       368       243       300       283  
EBITDA margin (R$/ton)
    518       533       407       464       445  
 
 
 
 

 
 

ULTRACARGO
CONSOLIDATED INVESTED CAPITAL
In millions of Reais

   
QUARTERS ENDED IN
 
   
JUN
   
JUN
   
MAR
 
   
2013
   
2012
   
2013
 
OPERATING ASSETS
                 
Trade accounts receivable
    27.9       20.5       25.4  
Inventories
    2.1       2.0       2.4  
Taxes
    11.1       7.3       11.1  
Other
    20.5       11.0       21.8  
Property, plant and equipment, intangibles and investments
    954.9       812.6       957.2  
TOTAL OPERATING ASSETS
    1,016.6       853.3       1,017.8  
OPERATING LIABILITIES
                       
Suppliers
    9.5       11.5       12.1  
Payroll and related charges
    12.2       12.8       12.5  
Taxes
    4.8       4.4       4.3  
Provision for contingencies
    10.9       10.0       10.3  
Other accounts payable¹
    47.4       42.8       48.4  
TOTAL OPERATING LIABILITIES
    84.8       81.4       87.6  

¹ Includes the long term obligations with clients account and the extra amount related to the acquisition of Temmar, in the port of Itaqui

 
ULTRACARGO
CONSOLIDATED INCOME STATEMENT
In millions of Reais

   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2013
   
2012
   
2013
   
2013
   
2012
 
Net sales
    85.7       71.8       75.7       161.4       139.3  
Cost of sales and services
    (33.0 )     (28.3 )     (31.5 )     (64.5 )     (55.2 )
Gross profit
    52.7       43.4       44.2       96.9       84.1  
Operating expenses
                                       
Selling
    (6.0 )     (2.0 )     (4.0 )     (10.0 )     (3.8 )
General and administrative
    (19.1 )     (14.9 )     (16.8 )     (35.9 )     (29.9 )
Other operating income (expenses), net
    2.3       1.1       1.1       3.4       1.6  
Income from sale of assets
    0.0       0.0       (0.1 )     (0.1 )     0.0  
Operating income
    30.0       27.6       24.3       54.3       52.0  
Equity in earnings (losses) of affiliates
    0.5       0.4       0.2       0.7       0.6  
EBITDA
    42.3       35.7       35.9       78.2       67.8  
Depreciation and amortization
    11.8       7.7       11.4       23.2       15.2  
RATIOS
                                       
Gross margin
    62 %     61 %     58 %     60 %     60 %
Operating margin
    35 %     38 %     32 %     34 %     37 %
EBITDA margin
    49 %     50 %     48 %     48 %     49 %
 
 
 
 

 
 

 
ULTRAPAR
CONSOLIDATED INCOME STATEMENT
In millions of US dollars except where otherwise mentioned

   
QUARTERS ENDED IN
   
ACCUMULATED
 
   
JUN
   
JUN
   
MAR
   
JUN
   
JUN
 
   
2013
   
2012
   
2013
   
2013
   
2012
 
Net sales
                             
Ultrapar
    7,345.0       6,640.6       6,814.6       14,169.2       13,630.7  
Ultragaz
    485.6       495.4       461.0       947.0       1,014.8  
Ipiranga
    6,425.4       5,743.1       5,942.1       12,376.4       11,813.7  
Oxiteno
    396.8       368.9       378.1       775.3       734.9  
Ultracargo
    41.4       36.5       37.9       79.4       74.7  
                                         
EBITDA
                                       
Ultrapar
    341.1       294.1       307.6       649.3       577.6  
Ultragaz
    35.6       32.1       31.8       67.4       65.9  
Ipiranga
    231.7       191.0       216.5       448.5       381.6  
Oxiteno
    51.7       50.3       40.4       92.3       88.6  
Ultracargo
    20.4       18.2       18.0       38.5       36.3  
                                         
Operating income
                                       
Ultrapar
    248.0       207.5       213.7       462.3       398.5  
Ultragaz
    19.4       15.3       15.4       34.8       30.8  
Ipiranga
    178.1       142.9       161.4       339.8       282.1  
Oxiteno
    35.4       34.7       24.1       59.7       56.4  
Ultracargo
    14.5       14.1       12.2       26.7       27.9  
                                         
EBITDA margin
                                       
Ultrapar
    5 %     4 %     5 %     5 %     4 %
Ultragaz
    7 %     6 %     7 %     7 %     6 %
Ipiranga
    4 %     3 %     4 %     4 %     3 %
Oxiteno
    13 %     14 %     11 %     12 %     12 %
Ultracargo
    49 %     50 %     48 %     48 %     49 %
                                         
EBITDA margin / volume                                        
Ultragaz (US$/ton)     82        75        80        82        79   
Ipiranga (US$/m3)
    38       33       39       38       34  
Oxiteno (US$/ton)
    250       272       204       228       238  
                                         
Net income
                                       
Ultrapar
    137.0       119.4       123.5       260.8       228.4  
Net income / share (US$)
    0.25       0.22       0.23       0.48       0.42  
 
 
 
 

 
 

 
ULTRAPAR PARTICIPAÇÕES S/A
LOANS
In millions of Reais - Accounting practices adopted in Brazil

LOANS
    Balance in June/20131            
Foreign Currency
 
Ultragaz
 
Oxiteno
 
Ultracargo
 
Ipiranga
 
Ultrapar Parent
Company / Other
 
Ultrapar
Consolidated
 
Index/
Currency
 
Weighted average
interest
rate (% p.y.) 2
 
Maturity
                                   
Notes
 
552.3
 
-
 
-
 
-
 
-
 
552.3
 
US$
 
7.3
 
2015
Foreign loan
 
-
 
-
 
-
 
174.6
 
-
 
174.6
 
US$ + LIBOR
 
0.8
 
2015
Advances on foreign exchange contracts
 
-
 
136.0
 
-
 
-
 
-
 
136.0
 
US$
 
1.6
 
< 348 days
Foreign loan
 
-
 
132.6
 
-
 
-
 
-
 
132.6
 
US$ + LIBOR
 
1.0
 
2014
Financial institutions
 
-
 
91.8
 
-
 
-
 
-
 
91.8
 
US$
 
2.3
 
2013 to 2017
BNDES
 
17.0
 
27.5
 
-
 
8.1
 
-
 
52.6
 
US$
 
5.6
 
2013 to 2020
Financial institutions
 
-
 
44.3
 
-
 
-
 
-
 
44.3
 
US$ + LIBOR
 
2.0
 
2017
Foreign currency advances delivered
 
-
 
28.1
 
-
 
-
 
-
 
28.1
 
US$
 
1.5
 
< 109 days
Financial institutions
 
-
 
24.4
 
-
 
-
 
-
 
24.4
 
MX$ + TIIE
 
1.3
 
2014 to 2016
Financial institutions
 
-
 
10.5
 
-
 
-
 
-
 
10.5
 
Bs
 
10.4
 
2013 to 2015
Subtotal
 
569.2
 
495.3
 
-
 
182.7
 
-
 
1,247.2
           
Local Currency
                                   
Banco do Brasil floating rate
 
-
 
-
 
-
 
2,293.1
 
-
 
2,293.1
 
CDI
 
103.3
 
2014 to 2019
Banco do Brasil fixed rate 3
 
-
 
-
 
-
 
867.8
 
-
 
867.8
 
R$
 
12.1
 
2014 to 2015
Debentures - 4th issuance
 
-
 
-
 
-
 
-
 
811.1
 
811.1
 
CDI
 
108.3
 
2015
BNDES
 
209.6
 
174.5
 
124.9
 
169.5
 
-
 
678.5
 
TJLP
 
2.5
 
2013 to 2020
Debentures - 1st issuance IPP
 
-
 
-
 
-
 
605.4
 
-
 
605.4
 
CDI
 
107.9
 
2017
Banco do Nordeste do Brasil
 
-
 
66.2
 
45.9
 
-
 
-
 
112.1
 
R$
 
8.5
 
2018 to 2021
BNDES
 
8.9
 
10.2
 
2.0
 
33.8
 
-
 
54.9
 
R$
 
5.3
 
2015 to 2019
Financial leasing
 
45.1
 
-
 
-
 
-
 
-
 
45.1
 
IGPM
 
5.6
 
2031
Research and projects financing (FINEP)
 
-
 
20.1
 
-
 
10.7
 
-
 
30.8
 
R$
 
4.0
 
2019 to 2021
Export Credit Note
 
-
 
16.3
 
-
 
-
 
-
 
16.3
 
R$
 
8.0
 
2016
Research and projects financing (FINEP)
 
1.0
 
11.5
 
-
 
-
 
-
 
12.5
 
TJLP
 
0.0
 
2014
Financial leasing fixed rate
 
-
 
-
 
-
 
-
 
0.2
 
0.2
 
R$
 
13.7
 
2013 to 2014
Agency for Financing Machinery and Equipment (FINAME)
 
-
 
-
 
-
 
0.0
 
-
 
0.0
 
TJLP
 
2.8
 
2013
Subtotal
 
264.6
 
298.8
 
172.8
 
3,980.3
 
811.3
 
5,527.8
           
Unrealized losses on swaps transactions
 
-
 
2.9
 
-
 
1.2
 
-
 
4.1
           
Total
 
833.8
 
797.0
 
172.8
 
4,164.2
 
811.3
 
6,779.1
           
Composition per annum
                                   
Up to 1 year
 
53.7
 
469.0
 
40.0
 
1,167.8
 
14.0
 
1,744.6
           
From 1 to 2 years
 
53.9
 
79.2
 
38.0
 
1,025.9
 
797.2
 
1,994.3
           
From 2 to 3 years
 
605.6
 
80.3
 
32.2
 
491.0
 
-
 
1,209.0
           
From 3 to 4 years
 
40.4
 
110.4
 
27.4
 
37.3
 
-
 
215.6
           
From 4 to 5 years
 
20.1
 
41.5
 
16.6
 
619.9
 
-
 
698.1
           
Thereafter
 
60.1
 
16.5
 
18.6
 
822.3
 
-
 
917.5
           
Total
 
833.8
 
797.0
 
172.8
 
4,164.2
 
811.3
 
6,779.1
           

Libor = London Interbank Offered Rate / MX$ = Mexican Peso / TIIE = Mexican Interbank Interest Rate Even / Bs = Bolivar Forte from Venezuela / CDI = interbank certificate of deposit rate / TJLP = basic financing cost of BNDES (set by National Monetary Council. On June 30, 2013, TJLP was fixed at 5% p.a. / IGPM = General Index of Market Prices


          Balance in June/20131
                                     
   
Ultragaz
   
Oxiteno
   
Ultracargo
   
Ipiranga
   
Ultrapar Parent
Company / Other
   
Ultrapar
Consolidated
 
CASH AND LONG TERM INVESTMENTS
    357.0       606.4       217.5       1,427.5       580.8       3,189.2  

1  As provided in IAS 39, transaction costs incurred in obtaining financial resources were deducted from the value of the financial instrument.
2  Some loans have hedging against foreign currency exposure and interest rate (see note 22 to financial statements).
3  For this loan, a hedging instrument was hired with the objective of swapping the fixed to floating rate, equivalent to 99,25% of CDI on average.

 
 

 

Item 3
 
 
ULTRAPAR PARTICIPAÇÕES S.A.

Publicly Traded Company

CNPJ nº 33.256.439/0001- 39
NIRE 35.300.109.724

MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS (05/2013)

Date, Time and Location:
 
July 31st, 2013, at 2:30 p.m., at the Company’s headquarters, located at Av. Brigadeiro Luís Antônio, nr 1343, 9th floor, in the City and State of São Paulo.

Attendance:
 
(i) Members of the Board of Directors; and (ii) member of the Fiscal Council, pursuant to the terms of paragraph 3 of article 163, of the Brazilian Corporate Law.

Decisions:

 
1.
After having analyzed and discussed the performance of the Company in the second quarter of the current fiscal year, the respective financial statements were approved.

 
2.  
“Ad referendum” of the Annual General Shareholders’ Meeting that will analyze the balance sheet and financial statements of the current fiscal year, to approve the dividends distribution, to be deducted from the net income account of the current year, in the total amount of R$ 354,032,210.40 (three hundred and fifty-four million thirty-two thousand two hundred and ten Reais and forty cents). Holders of common shares are entitled to receive R$ 0.66 (sixty-six cents of Real) per share, excluding the shares held in treasury at this date.

 
3.  
It has been determined that dividends declared herein will be paid from August 16th, 2013 onwards, without remuneration or monetary adjustment. The record date for receiving the approved dividends will be August 7th, 2013 in Brazil and August 12th, 2013 in the United States of America.

 
4.  
The members of the Board of Directors analyzed the proposal of strategic positioning of Ipiranga, the Company’s fuel distribution business.

 
5.  
The members of the Board of Directors were updated on strategic and expansion projects of the Company.

 
6.  
The Board of Directors approved the amendment to the “Code of Ethics”, in order to increase the number of permanent members of the Conduct Committee (former Ethics Committee) from three (3) to four (4) members.

 
7.  
The members of the Board of Directors elected, to compose the Conduct Committee, Mr. Marcelo Fernandez Trindade, as the Chairman, Mr. André Covre (Chief Financial and Investor Relations Officer), Mr. Roberto Kutschat Neto (Corporate Controller) and Mr. Denis Celso Marques Cuenca (Auditing Executive Manager).

 
 
 

 

(Minutes of the Meeting of the Board of Directors of Ultrapar Participações S.A., held on July 31st, 2013)

Observations: The deliberations were approved, with no amendments or qualifications, by all the Board Members present.

As there were no further matters to be discussed, the meeting was closed, and the minutes of this meeting were written, read and approved by all the undersigned Board Members present, as well as by the member of the Fiscal Council.
 
Paulo Guilherme Aguiar Cunha – Chairman
 
Lucio de Castro Andrade Filho – Vice Chairman
 
Ana Maria Levy Villela Igel
 
Nildemar Secches
 
Olavo Egydio Monteiro de Carvalho
 
Paulo Vieira Belotti
 
Pedro Wongtschowski
 
Renato Ochman
 
Member of the Fiscal Council:
 
Flavio César Maia Luz


 
 

 
 
Item 4
 

 
 
ULTRAPAR PARTICIPAÇÕES S.A.
Publicly-Traded Company
CNPJ nº 33.256.439/0001- 39
NIRE 35.300.109.724

 
NOTICE TO SHAREHOLDERS

 
Distribution of dividends


We hereby inform that the Board of Directors of Ultrapar Participações S.A. (“Ultrapar”), at the meeting held on July 31st, 2013, approved the distribution of dividends, payable from the net earnings account for the fiscal year of 2013, in the amount of R$ 354,032,210.40 (three hundred and fifty-four million thirty-two thousand two hundred and ten Reais and forty cents), to be paid from August 16th, 2013 onwards, without remuneration or monetary adjustment.

Holders of shares issued by Ultrapar as of the record dates informed below will receive the dividend of R$ 0.66 per share.

The record date to establish the right to receive the dividend will be August 7th, 2013 in Brazil, and August 12th, 2013 in the United States of America. Therefore, from August 8th, 2013 onwards, the shares will be traded "ex-dividend" on both the São Paulo Stock Exchange (BM&FBOVESPA) and the New York Stock Exchange (NYSE).

São Paulo, July 31st, 2013.

André Covre
Chief Financial and Investor Relations Officer
ULTRAPAR PARTICIPAÇÕES S.A.

 
 
 

 
 


ULTRAPAR PARTICIPAÇÕES S.A.


CODE OF ETHICS


This Code of Ethics sets out the principles adopted by Ultrapar Participações S.A. (“Ultrapar”) and its subsidiaries (together denominated “Company”) as a reference for behavior standards, regardless of the country or region of operation.

Objectives of the Code of Ethics
 
 
(i)  
To reduce the subjectivity of personal interpretations of ethical principles;
 
(ii)  
To formalize and to institutionalize a reference for the professional behavior of the employees of the Company, including the ethical administration of real or apparent conflicts of interest, becoming a standard for the internal and external relationship of the Company with its stakeholders, which are: shareholders, clients, employees, partners, suppliers, service providers, labor unions, competitors, society, government and the communities in which the Company operates;
 
(iii)  
To ensure that the daily concerns with efficiency, competitiveness and profitability do not override ethical behavior; and
 
(iv)  
To ensure the adoption of corporate sustainability practices.


Scope

This Code applies to the members of the Board of Directors, members of the Fiscal Council, all employees and interns of Ultrapar and its subsidiaries, third-parties hired by the Company, hereinafter referred as “Professionals”.

 
 
 

 

 
Ethical Principles

In the exercise of his/her position or function, each Professional shall:

(i)  
Maintain a posture of honesty, integrity, respect, loyalty, efficiency, transparency and impartiality, which shall guide their relations with the Company and its stakeholders;
 
(ii)  
Not engage in transactions and activities that might compromise his/her professional dignity or damage his/her public image as well as the image of Ultrapar;
 
(iii)  
Carry out his/her professional activities with competence and diligence, seeking to constantly improve his/her performance from a technical perspective, to remain permanently up to date, and encourage all those involved in the activity to adopt the same conduct;
 
(iv)  
Behave strictly in a professional and impartial manner in the treatment with the public;
 
(v)  
Base the boss-employee relationship on mutual respect, honesty, dedication and kindness, fostering a sound business environment and organizational cohesion;
 
(vi)  
Have a behavior that leaves no room for discrimination or harassment, including moral and sexual harassment, particularly in the boss-employee relationship; and
 
(vii)  
Seek to maximize the value creation for the Company.


Labor Practices

In the relationship with colleagues and other Professionals and in the use of resources for the accomplishment of its activities, each Professional shall:

(i)  
Use qualifications (for example, educational background, experience, competence) as a basis for making  decisions related to work which affect employees and candidates, valuing the diversity;
 
(ii)  
Do not exploit child and forced labor or slavery. Observe that such practice is not applied to the relationship between the Company and its stakeholders;
 
(iii)  
Do not use the influence inherent in his/her professional position to obtain favors or personal services from subordinates;
 
(iv)  
Promote a cultural environment, through leadership, in which ethical conduct is recognized, valued and taken as an example for all employees;
 
(v)  
Ensure that the Company's activities are conducted considering the local community and the environment, seeking to maximize the use of resources and minimize eventual negative impacts from its operations;
 
(vi)  
Ensure the competent use of the company's assets and resources, avoiding damage, inadequate handling, loss, theft or unauthorized withdrawal;
 
(vii)  
Inform, when aware of, the improper use of the company’s resources, being intentional damages to the work environment characterized as serious infraction; and
 
(viii)  
Adopt irreproachable conduct related to any type of corruption in its relationship with suppliers, clients, public agents or any other stakeholder.
 
 
 
 

 

Compliance with Laws, Rules and Regulations

Each Professional shall:

(i)  
Comply with the laws and  rules regulations applicable to the Company’s businesses and to generally applicable  commercial business practices;
 
(ii)  
Observe the company policy with regard to unfair trade competition; and
 
(iii)  
Respect the accounting principles, the laws and regulations for booking transactions and issue precise financial reports that truly reflect the reality of the Company.


Obedience to the principles of the Law Against Unfair Trade Competition

The Law Against Unfair Trade Competition (Law No. 8.884/94) is aimed at avoiding and restraining violations and infractions against economic order, particularly cartels, predatory pricing, pricing discrimination, etc.

Each professional shall act strictly in observance to Law No. 8.884/94, being forbidden quarrels related to:

(i)
Combination of prices with competitors;
 
(ii)
Division of clients;
 
(iii)
Non-aggression agreements;
 
(iv)
Commercial policies in general.

Contacts with competitors and class associations should receive particular attention. If Professional is involved in a doubtful situation, or one that is potentially in breach of the Law Against Unfair Trade Competition, he or she should immediately notify his or her superior, as well as the legal department.

Guarantee of Quality and of Proper Use of Information

Each Professional shall:

(i)  
Ensure that all internal processes are subject to rigorous controls which shall guarantee the precise accounting  of the operations of the Company, thus guaranteeing that all management decisions are based on solid economic analyses, and that the physical and financial assets of the Company are efficiently used;
 
(ii)  
Maintain the confidentiality of the information and activities relating to the work in the area where he/she is employed, being forbidden the use of such information in benefit of particular or third parties’ interests;
 
(iii)  
Ensure the veracity of the information that is disclosed internally or externally by the Company aiming at a relationship of respect and transparency with its stakeholders;
 
(iv)  
Make sure that all reports and documents filed with or submitted to the Comissão de Valores Mobiliários, the United States Securities and Exchange Commission or any other public regulatory authorities or any other public communications shall include full, fair, accurate, timely and understandable disclosure; and
 
(v)  
Ensure that all transactions registered in the Company’s books be precise, complete, truthful and detailed, being dully supported by lawful documentation in accordance with the Company’s internal procedures, applicable laws and generally accepted accounting principles so as to ensure the quality of the Company’s financial statements.
 
 
 
 

 
 
Use of Non-Public Information and Disclosure

Each Professional holding important information about the Company that has not been disclosed to the public shall:

(i)  
Maintain the confidentiality of such information, except when disclosure is authorized or legally mandated.
 
(ii)  
Abstain him/herself from buying or selling securities using important non-public information obtained in the performance of their duties on behalf of the Company and providing any such information so obtained to others.
 
(iii)  
Adhere to the policy on Material Information, which establishes the   procedure to be followed in relation to the announcement of Material Information or Facts and with respect to the trading of securities issued by Ultrapar, should the Professional occupy any position exposed to privileged information about the Company.

Conflicts of Interest

Each Professional has the obligation to act in ethical and honest manner, leading his/her professional activities in accordance with the best interest of the Company.

Each Professional should endeavor to avoid situations that present a potential or actual conflict between their interest and the interest of the Company.


Each Professional shall:

(i)  
Refuse, in the exercise of his/her professional activities, any type of financial aid, gratification, commissions, donations, or advantages of any kind for him/herself, family members or any other person;
 
(ii)  
Receive only promotional gifts without commercial value;
 
(iii)  
Consult with his or her superior to accept invitations to events subsidized by commercially related parties (suppliers, clients, service providers);
 
(iv)  
Properly deploy the Company’s resources, intellectual property, time and installations, including the access to the Internet, eliminating the excessive, commercial, unproductive use or the use that adversely compromises the image of the Company; and
 
(v)  
When making his/her personal investments, avoid conflicts of interest in relation to the activities in which he/she is engaged.
 

 
 
 

 
 
Compliance with this Code of Ethics and notification of unethical behavior

In the event that an actual or apparent conflict of interest arises involving the personal or professional relationships or activities of a Professional, the Professional involved is required to handle with such conflict of interest in accordance with the ethical principles defined in this Code of Ethics.

It is the responsibility of each Professional to consult the Conduct Committee of Ultrapar, defined below, regarding (i) any action that may involve a conflict of interest and (ii) in any case of doubt as to the most appropriate behavior in situations provided for under this Code of Ethics.

Furthermore it is the responsibility of each Professional to immediately notify Ultrapar’s Conduct Committee of any situations that are potentially contrary to ethical principles, or that are illegal, irregular or questionable, having the information source guaranteed confidentiality.

Any notification to the Conduct Committee shall be made either by website www.canalaberto.com.br, or by telephone, through the number 0800 701 7172.

The Company encourages all Professionals to report any suspected violations promptly. The name of the Professional and confidentiality of the case will be guaranteed.

The Company will thoroughly investigate any good faith reports of violations to this Code of Ethics and will not tolerate any kind of retaliation for reports or complaints regarding misconduct that were made in good faith.

Each Professional shall be required to cooperate in internal investigations of misconduct and unethical behavior.

The Conduct Committee of Ultrapar will be composed of 5 (five) members, nominated by the Board of Directors, being 4 (four) permanent members and one rotating member who should be the main executive of the business to which the query, potential unethical, illegal or questionable situation is related.

Accountability for adherence to the Code of Ethics

All Professionals are responsible for adhering to this Code. This includes individuals responsible for the failure to exercise proper supervision and to detect and report a violation by their subordinates.

Penalties

Any Professional who violate the Company’s ethical principles or this Code of Ethics shall be subject to disciplinary measures as determined by the Conduct Committee that may result in dismissal and legal proceedings in case of any violation of the law.
 
 
 

 
 
 
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: July 31, 2013
 
 
ULTRAPAR HOLDINGS INC.
   
   
 
By:
/s/ André Covre
    Name: André Covre
    Title: Chief Financial and Investor Relations Officer
 
 
   


(Interim Financial Information, Earnings Release 2Q13, Board of Directors Minutes, Notice to Shareholders, Code of Ethics)