bakfs2016_6k.htm - Generated by SEC Publisher for SEC Filing
 
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

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


For the month of August, 2017

(Commission File No. 1-14862 )

 

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


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



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

Form 20-F ___X___       Form 40-F ______

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

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

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

Yes ______       No ___X___

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


 
 

 

                                                 

 

 

 

 

Braskem S.A.

Financial Statements

at December 31, 2016

and Independent Auditors' Report

 

 

 

 

 


 
 

 

KPMG Auditores Independentes

Rua Arquiteto Olavo Redig de Campos, 105, 6º andar - Torre A

04711-904 - São Paulo/SP - Brasil

Caixa Postal 79518 - CEP 04707-970 - São Paulo/SP - Brasil

Telefone +55 (11) 3940-1500, Fax +55 (11) 3940-1501

www.kpmg.com.br

                       

 

Independent Auditor’s Report in the Individual and Consolidated Financial Statements

 

To Shareholders, Members of the Board and Management

Braskem S.A.

Camaçari - Bahia

 

Opinion

We have audited the individual and consolidated financial statements of Braskem S.A. (“the Company”), respectively referred to as Parent and Consolidated, which comprise the statement of financial position as at December 31, 2016, the statements of profit or loss and other comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising significant accounting policies and other explanatory information.

 

Opinion on the individual financial statements

In our opinion, the accompanying individual financial statements present fairly, in all material respects, the financial position of the Braskem S.A. (“the Company”) as at December 31, 2016, and of its financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil.

 

Opinion on the consolidated financial statements

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Braskem S.A. as at December 31, 2016, and of its consolidated financial performance and its cash flows for the year then ended in accordance with Accounting Practices Adopted in Brazil and with International Financial Reporting Standards (IFRS), issued by the International Accounting Standards Board (IASB).

 

Basis for Opinion

We conducted our audit in accordance with Brazilian and International Standards on Auditing. Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries in accordance with the relevant ethical requirements included in the Accountant Professional Code of Ethics (“Código de Ética Profissional do Contador”) and in the professional standards issued by the Brazilian Federal Accounting Council (“Conselho Federal de Contabilidade”) and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

 


 
 

 

Emphasis of a matter

We call your attention to note 23.3, which says that, in the ambit of Lava Jato operation investigations, existence of undue payments by the Company were confirmed from 2006 to 2014 as services provided by third-parties with no proof of effective rendering of services. Such note also says that the Company entered into a Leniency Agreement (the “Agreement”) with the Federal Prosecution Office, the Department of Justice (DoJ) and the Securities and Exchange Commission (SEC) of the United States of America, and with the General Prosecution Office of Switzerland, in the approximate amount of R$3.1 billion, and discloses information on progress of class action brought in the United States of America. Except for the value of the Agreement, as well as other non-monetary penalties enforced, the Company is not able, for the moment, to reliably foresee or measure the extent of financial and non-financial impacts on the Company and, accordingly, is not able to record possible additional losses that confirmation of accusations, possible lawsuits filed by other authorities and/or third-parties, and parallel investigations could cause to the Company, as well as resources required to remedy such occurrences, including possible effects deriving from the outcome of above-mentioned class action. Our opinion is not qualified in relation to this matter.

 

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the individual and consolidated financial statements of the current period. These matters were addressed in the context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

 

Contingencies and disputes – note 23.3 (individual and consolidated)

 

As explained in note 23.3 to individual and consolidated financial statements, in the ambit of “Lava Jato” operation of the Brazilian Federal Police, the Company was mentioned in testimonies of witnesses with immunity as involved in undue payments made for services provided by third-parties, with no proof of effective rendering. In view of such events, the Company made necessary arrangements, including internal investigation conducted with the aid of independent office specialized in investigations, dialogue with competent Brazilian and international authorities, and follow-up of progress of class action brought in the United States of America. As a result of dialogues and discussions around this theme with competent authorities, including the USA Department of Justice (DOJ) and Securities and Exchange Commission (SEC), and the Brazilian Public Prosecution Office, the Company entered into a Leniency Agreement and committed to paying the amount of approximately R$3.1 billion as fine and indemnity, which was recorded in financial statements as of December 31, 2016. In addition, the Company paid taxes for prior years referring to outsourced services, with no proof of effective rendering of services. These taxes were retrospectively recorded at their proper periods. Given the complexity of the matter, relevance of impacts and disclosures in financial statements and involved decisions, we considered this matter as significant for our audit.

 

How our audit conducted this issue

Main procedures conducted by us are as follows:

  • Discussion with the executive office, Tax Council and Board of Directors about scope and results of internal investigations conducted by the Company.

 


 
 

 

  • Involvement of our forensic investigation specialists to evaluate scope and methodology used for internal investigation, follow up work conducted by the Company’s external legal advisors, conduct interviews with the Company’s main executives, and determine other procedures considered as necessary under work circumstances.
  • Procedures for analysis of transaction documents related to the theme, including, among others, purchases of raw material (Nafta), expenses with services and payments without effective proof of service rendering, which were identified by the law firm responsible for investigations.
  • Recalculation, with the aid of our tax specialists, of tax effects deriving from payments referring to services without effective proof of rendering.
  • Obtaining specific representations of executive board, Tax Council, and Board of Directors.
  • Evaluation of disclosures related to this theme in the financial statements.

 

 

Intangible assets recoverable value with undefined useful life (goodwill) and deferred tax assets – notes 14(a) and 20.2 (individual and consolidated)

 

The Company maintains a significant balance of intangible assets with undefined useful lives (goodwill) and deferred tax assets, whose recoverability is based on cash flow analyses and projections, and income generation. Due to uncertainties inherent to the process of determining future cash flows and some assumptions - such as discount rates, which are the basis for evaluation of recoverable value of such assets -, we considered this matter as significant for our audit.

 

How our audit conducted this issue

We understood the process and evaluated the design and implementation of internal controls related to the preparation and review of the business plan, budgets and impairment analysis provided by the Company. We can count with the help of our specialists in corporate finance to evaluate assumptions and methodologies, such as discount rate based on average capital cost (WAAC), growth rate for the next 5 years, expected sales volume and margin, among others, used by the Company to project cash flow. We also evaluated disclosures made by the Company, mainly those related to sensitivity analysis, which demonstrate the impact on recoverable value resulting from possible and reasonable changes in key assumptions used by the Company.

 

 

Fair value of financial instruments – notes 4 and 17 (individual and consolidated)

 

In view of relevance and complexity of estimates made to measure fair value of financial instruments and possible impact that changes in pricing assumptions and techniques used to measure such value would have on the Company’s income and financial position, and also considering that the Company adopts hedge accounting, we consider this as a significant matter for our audit.

 

How our audit conducted this issue

We understood the process and evaluated design and implementation of internal controls related to the process of evaluating financial instruments. Our audit work also included tests on samples of transactions with these financial instruments and, with the involvement of our specialists in financial instruments, we recalculated them based on pricing methodologies and data and information sources independently defined, and compared our results with those recorded by the Company. We evaluated effectiveness of hedge accounting calculation and also evaluated adequacy of disclosures made by the Company involving transactions with financial instruments and hedge accounting, mainly those related to sensitivity analysis of these instruments.

 


 
 

 

Other matters

 

Statements of value added

The individual and consolidated statements of value added (DVA) for the year ended December 31, 2016, prepared under the responsibility of the Company’s management, and presented herein as supplementary information for IFRS purposes, have been subject to audit procedures jointly performed with the audit of the Company's financial statements.  In order to form our opinion, we assessed whether those statements are reconciled with the financial statements and accounting records, as applicable, and whether their format and contents are in accordance with criteria determined in the Technical Pronouncement 09 (CPC 09) - Statement of Value Added issued by the Committee for Accounting Pronouncements (CPC). In our opinion, the statements of value added have been fairly prepared, in all material respects, in accordance with the criteria determined by the aforementioned Technical Pronouncement, and are consistent with the overall individual and consolidated financial statements.

 

Audit of the corresponding amounts

The examination of the individual and consolidated balance sheet on January 1, 2015 (derived from the financial statements for the year ended December 31, 2014), originally prepared prior to the adjustments described in Note 2.4, was conducted under the responsibility of other independent auditors, who issued an audit report without changes dated February 12, 2015. As part of our analysis of the financial statements for the year ended December 31, 2016, we examined the adjustments in the corresponding amounts of the balance sheets on January 1, 2015 and, in our opinion, are appropriate and have been properly carried out, in all material respects. We were not hired to audit, review or apply any other procedures in regard to the information related to the balance sheets as of January 1, 2015 and, accordingly, we did not express an opinion or any type of assurance taken as a whole.

 

Other information accompanying the individual and consolidated financial statements and the auditor's report

 

Management is responsible for the other information comprising the management report.

Our opinion on the individual and consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

 

In connection with our audit of the individual and consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the individual and consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

Responsibilities of Management and Those Charged with Governance for the Individual and Consolidated Financial Statements

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

 


 
 

 

In preparing the individual and consolidated financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company and subsidiaries or to cease operations, or has no realistic alternative but to do so.

 

Those charged with governance are responsible for overseeing the Company’s and subsidiaries financial reporting process.

 

Auditors’ Responsibilities for the Audit of the Individual and Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the individual and consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Brazilian and international standards on auditing will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

 

As part of an audit in accordance with Brazilian and international standards on auditing, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 

  • Identify and assess the risks of material misstatement of the individual and consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and its subsidiaries internal control.
  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
  • Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and its subsidiaries ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures in the individual and consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and subsidiaries to cease to continue as a going concern.

 

 


 
 

 

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the individual and consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
  • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the individual and consolidated financial statements.  We are responsible for the direction, supervision and performance of the group audit.  We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

 

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

 

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the individual and consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

 

 

São Paulo, August 15, 2017

 

 

KPMG Auditores Independentes

CRC 2SP014428/O-6

 

Original report in Portuguese signed by

Anselmo Neves Macedo

Accountant CRC 1SP160482/O-6

 

 


 
 

Braskem S.A.

 

Balance sheet at December 31

All amounts in thousands of reais                                                                                                                                                                                   

 
       

Consolidated

 

Parent company

Assets

Note

 

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

   

2.4

     

Restated

 

Restated

     

Restated

 

Restated

Current assets

 

                       
 

Cash and cash equivalents

6

 

6,701,864

 

7,043,262

 

3,891,271

 

3,561,431

 

4,415,764

 

2,325,638

 

Financial investments

7

 

1,190,483

 

414,893

 

194,431

 

741,086

 

358,659

 

168,893

 

Trade accounts receivable

8

 

1,634,137

 

2,755,708

 

2,409,146

 

952,689

 

2,454,015

 

5,132,395

 

Inventories

9

 

5,238,014

 

6,108,697

 

5,619,322

 

3,795,899

 

4,749,972

 

4,027,395

 

Taxes recoverable

11

 

826,015

 

1,312,341

 

2,152,121

 

543,275

 

762,824

 

1,416,523

 

Dividends and interest on capital

10

 

14,986

 

1,998

 

 

 

31,421

 

87,655

 

69,955

 

Prepaid expenses

 

 

101,747

 

166,170

 

99,469

 

83,252

 

139,668

 

72,997

 

Related parties

10

 

 

 

10,507

 

66,616

 

172,344

 

118,661

 

132,413

 

Derivatives operations

17.3

 

8,387

 

53,662

 

33,555

 

8,387

 

12,616

 

33,555

 

Other receivables

 

 

180,915

 

272,530

 

282,213

 

128,231

 

248,488

 

201,025

   

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

15,896,548

 

18,139,768

 

14,748,144

 

10,018,015

 

13,348,322

 

13,580,789

   

 

                       

Non-current assets held for sale

5

 

359,704

 

 

 

 

 

263,912

 

 

 

 

   

 

                       
   

 

 

16,256,252

 

18,139,768

 

14,748,144

 

10,281,927

 

13,348,322

 

13,580,789

Non-current assets

 

                       
 

Financial investments

7

 

 

 

46,193

 

42,494

 

 

 

46,193

 

42,495

 

Trade accounts receivable

8

 

70,236

 

19,822

 

25,050

 

2,794,889

 

4,279,433

 

23,129

 

Advances to suppliers

9

 

61,533

 

135,046

 

68,988

 

61,533

 

135,046

 

68,988

 

Taxes recoverable

11

 

1,088,353

 

1,317,760

 

1,059,132

 

998,039

 

1,212,005

 

976,255

 

Deferred income tax and social contribution

20(c)

 

1,653,115

 

3,204,666

 

886,081

 

42,459

 

2,157,513

 

489,953

 

Judicial deposits

 

 

233,320

 

277,093

 

230,945

 

226,894

 

268,572

 

223,940

 

Related parties

10

 

 

 

144,633

 

138,501

 

14,472

 

124,645

 

137,477

 

Insurance claims

 

 

50,653

 

63,199

 

143,932

 

50,653

 

60,778

 

139,751

 

Derivatives operations

17.3

 

29,308

 

12,280

 

39,350

 

 

 

 

 

 

 

Other receivables

 

 

140,971

 

192,193

 

86,024

 

129,704

 

125,898

 

47,575

 

Investments in subsidiaries and jointly-controlled investments

12

 

92,313

 

86,354

 

126,535

 

4,132,529

 

4,499,871

 

4,668,625

 

Property, plant and equipment

13

 

29,336,710

 

34,100,289

 

29,070,958

 

15,963,127

 

16,542,078

 

17,297,907

 

Intangible assets

14

 

2,809,087

 

2,887,604

 

2,835,728

 

2,521,243

 

2,572,341

 

2,610,027

   

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

35,565,599

 

42,487,132

 

34,753,718

 

26,935,542

 

32,024,373

 

26,726,122

   

 

                       

Total assets

0

 

51,821,851

 

60,626,900

 

49,501,862

 

37,217,469

 

45,372,695

 

40,306,911

 

 

 

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

 

1

 


 
 

Braskem S.A.

 

Balance sheet at December 31

All amounts in thousands of reais

Continued

 

       

Consolidated

 

Parent company

Liabilities and shareholders' equity

Note

 

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

   

2.4

     

Restated

 

Restated

     

Restated

 

Restated

Current liabilities

 

                       
 

Trade payables

 

 

6,545,136

 

12,373,555

 

10,839,875

 

2,056,661

 

10,157,223

 

10,443,712

 

Borrowings

15

 

2,594,463

 

1,969,993

 

1,419,470

 

2,117,409

 

2,567,124

 

2,134,951

 

Braskem Idesa borrowings

16

 

10,437,791

 

302,266

 

26,462

 

 

 

 

 

 

 

Derivatives operations

17.3

 

29,042

 

57,760

 

95,626

 

 

 

8,351

 

18,588

 

Payroll and related charges

 

 

562,455

 

610,286

 

533,373

 

431,688

 

446,125

 

412,890

 

Taxes payable

18

 

624,080

 

1,003,273

 

233,434

 

424,088

 

507,758

 

147,025

 

Dividends

26(b)

 

3,083

 

753,668

 

215,888

 

3,083

 

753,668

 

218,664

 

Advances from customers

21

 

203,216

 

119,680

 

99,750

 

28,200

 

44,528

 

45,887

 

Leniency agreement

23.3 and 30

 

1,354,492

 

 

 

 

 

948,286

 

 

 

 

 

Sundry provisions

22

 

112,891

 

93,942

 

88,547

 

87,084

 

67,190

 

53,049

 

Post-employment benefits

24.2.3

 

 

 

 

 

336,357

 

 

 

 

 

336,357

 

Accounts payable to related parties

10

 

 

 

 

 

 

 

956,609

 

4,297,735

 

447,357

 

Other payables

25

 

476,262

 

358,572

 

197,808

 

295,233

 

207,730

 

110,814

   

 

 

 

 

 

 

 

 

 

 

 

 

 

   

 

 

22,942,911

 

17,642,995

 

14,086,590

 

7,348,341

 

19,057,432

 

14,369,294

   

 

                       

Non-current liabilities held for sale

5

 

95,396

 

 

 

 

 

 

 

 

 

 

   

 

                     
   

 

 

23,038,307

 

17,642,995

 

14,086,590

 

7,348,341

 

19,057,432

 

14,369,294

Non-current liabilities

 

                       
 

Trade payables

 

 

201,686

 

57,148

 

 

 

8,832,553

 

3,420,281

 

 

 

Borrowings

15

 

20,736,604

 

25,380,518

 

18,926,729

 

6,463,032

 

8,207,012

 

7,863,666

 

Braskem Idesa borrowings

16

 

 

 

11,975,167

 

7,551,033

 

 

 

 

 

 

 

Derivatives operations

17.3

 

861,302

 

1,119,741

 

594,383

 

861,302

 

1,119,741

 

594,383

 

Taxes payable

18

 

24,097

 

26,716

 

260,010

 

23,830

 

25,825

 

259,945

 

Accounts payable to related parties

10

 

 

 

 

 

 

 

8,234,053

 

10,905,207

 

10,008,077

 

Loan to non-controlling shareholders of Braskem Idesa

19

 

1,620,519

 

1,538,784

 

792,188

 

 

 

 

 

 

 

Deferred income tax and social contribution

20(c)

 

510,523

 

772,828

 

627,011

 

 

 

 

 

 

 

Post-employment benefits

24.2

 

162,136

 

170,237

 

114,478

 

71,899

 

69,696

 

45,302

 

Provision for losses on subsidiaries

 

 

 

 

 

 

 

 

92,365

 

137,013

 

654,766

 

Advances from customers

21

 

162,955

 

31,116

 

88,402

 

 

 

12,813

 

26,147

 

Contingencies

23

 

985,237

 

554,481

 

408,711

 

926,819

 

501,293

 

362,733

 

Leniency agreement

23.3 and 30

 

1,498,738

 

 

 

 

 

1,400,224

 

 

 

 

 

Sundry provisions

22

 

206,245

 

99,491

 

96,966

 

169,499

 

70,056

 

77,182

 

Other payables

25

 

92,792

 

312,189

 

358,303

 

6,070

 

167,060

 

254,933

       

 

 

 

 

 

 

 

 

 

 

 

       

27,062,834

 

42,038,416

 

29,818,214

 

27,081,646

 

24,635,997

 

20,147,134

   

 

                       

Shareholders' equity

26

                       
 

Capital

 

 

8,043,222

 

8,043,222

 

8,043,222

 

8,043,222

 

8,043,222

 

8,043,222

 

Capital reserve

   

232,430

 

232,430

 

232,430

 

232,430

 

232,430

 

232,430

 

Revenue reserves

 

 

834,616

 

2,882,019

 

736,180

 

834,616

 

2,882,019

 

736,180

 

Other comprehensive income

 

 

(6,321,859)

 

(9,060,710)

 

(2,943,172)

 

(6,321,859)

 

(9,060,710)

 

(2,943,172)

 

Treasury shares

 

 

(49,819)

 

(49,819)

 

(48,892)

 

(927)

 

(927)

 

 

 

Accumulated losses

 

 

 

 

(416,768)

 

(278,177)

 

 

 

(416,768)

 

(278,177)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total attributable to the Company's shareholders

 

 

2,738,590

 

1,630,374

 

5,741,591

 

2,787,482

 

1,679,266

 

5,790,483

   

 

                       
 

Non-controlling interest in Braskem Idesa

 

 

(1,017,880)

 

(684,885)

 

(144,533)

 

 

 

 

 

 

   

 

                       
   

 

 

1,720,710

 

945,489

 

5,597,058

 

2,787,482

 

1,679,266

 

5,790,483

   

 

                       

Total liabilities and shareholders' equity

 

 

51,821,851

 

60,626,900

 

49,501,862

 

37,217,469

 

45,372,695

 

40,306,911

                             

 

                                                                 

 

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

 

2

 


 
 

Braskem S.A.

 

Statement of operations

Years ended December 31

All amounts in thousands of reais

 

         

Consolidated

 

Parent company

     

Note

 

2016

 

2015

 

2016

 

2015

Continued operations

 

2.4

     

Restated

     

Restated

Net sales revenue

 

28

 

47,663,988

 

46,879,989

 

35,178,466

 

33,583,599

 

Cost of products sold

 

 

 

(34,940,619)

 

(36,728,023)

 

(27,095,009)

 

(25,860,037)

     

 

               
     

 

 

12,723,369

 

10,151,966

 

8,083,457

 

7,723,562

     

 

               

Income (expenses)

 

 

               
 

Selling and distribution

 

 

 

(1,410,828)

 

(1,083,156)

 

(972,394)

 

(813,888)

 

General and administrative

 

 

 

(1,477,199)

 

(1,280,470)

 

(824,573)

 

(868,057)

 

Research and development

 

 

 

(162,010)

 

(169,635)

 

(104,832)

 

(110,583)

 

Results from equity investments

 

12(c)

 

30,078

 

2,219

 

955,535

 

617,744

 

Other income (expenses), net

 

30

 

(3,752,163)

 

(731,204)

 

(3,039,575)

 

(308,129)

     

 

               
     

 

 

5,951,247

 

6,889,720

 

4,097,618

 

6,240,649

     

 

               

Financial results

 

31

               
 

Financial expenses

 

 

 

(3,570,962)

 

(3,163,402)

 

(2,847,039)

 

(3,038,547)

 

Financial income

 

 

 

690,122

 

584,933

 

632,452

 

425,868

 

Exchange rate variations, net

 

 

 

(3,210,417)

 

102,910

 

(2,054,042)

 

757,658

     

 

               
     

 

 

(6,091,257)

 

(2,475,559)

 

(4,268,629)

 

(1,855,021)

     

 

               

Profit before income tax and social contribution

 

 

 

(140,010)

 

4,414,161

 

(171,011)

 

4,385,628

     

 

               
 

Current and deferred income tax and social contribution

 

20(a)

 

(616,046)

 

(1,660,354)

 

(271,419)

 

(1,385,796)

     

 

               

Profit (loss) for the year of continued operations

 

 

 

(756,056)

 

2,753,807

 

(442,430)

 

2,999,832

     

 

               

Discontinued operations results

 

 

               
 

Profit from discontinued operations

 

 

 

40,760

 

16,827

 

30,958

 

1,888

 

Current and deferred income tax and social contribution

 

 

 

(13,901)

 

(10,445)

 

 

 

 

     

 

 

26,859

 

6,382

 

30,958

 

1,888

     

 

               

Profit (loss) for the year

 

 

 

(729,197)

 

2,760,189

 

(411,472)

 

3,001,720

     

 

               

Attributable to:

 

 

               
 

Company's shareholders

 

 

 

(411,472)

 

3,001,720

 

 

 

 

 

Non-controlling interest in Braskem Idesa

 

 

 

(317,725)

 

(241,531)

       
     

 

               

Profit (loss) for the year

 

 

 

(729,197)

 

2,760,189

       

 

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

 

3

 


 
 

Braskem S.A.

 

Statement of comprehensive income

Years ended December 31

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

 

         

Consolidated

 

Parent company

     

Note

 

2016

 

2015

 

2016

 

2015

     

2.4

     

Restated

     

Restated

Profit (loss) for the year

 

 

 

(729,197)

 

2,760,189

 

(411,472)

 

3,001,720

     

 

               

Other comprehensive income or loss:

 

 

               

Items that will be reclassified subsequently to profit or loss

 

 

               
 

Fair value of cash flow hedge

 

 

 

215,510

 

(621,991)

 

266,995

 

(522,825)

 

Income tax and social contribution

 

 

 

(75,333)

 

206,315

 

(90,778)

 

177,760

 

Fair value of cash flow hedge - Braskem Idesa

 

 

 

 

 

 

 

(38,614)

 

(74,375)

 

Income tax and social contribution

 

 

 

 

 

 

 

11,584

 

21,416

 

Fair value of cash flow hedge from jointly-controlled

 

 

 

(3,309)

 

2,295

 

(3,309)

 

2,295

     

 

 

136,868

 

(413,381)

 

145,878

 

(395,729)

     

 

               
 

Exchange variation of foreign sales hedge

 

17.4(a.i)

 

4,121,849

 

(8,437,079)

 

4,121,849

 

(8,437,079)

 

Sales Hedge - transfer to profit or loss

 

17.4(a.i)

 

1,297,910

 

 

 

1,297,910

 

 

 

Income tax and social contribution on exchange variation

 

 

 

(1,842,718)

 

2,868,607

 

(1,842,718)

 

2,868,607

 

Exchange variation of foreign sales hedge - Braskem Idesa

 

17.4(a.ii)

 

(1,995,065)

 

(1,589,544)

 

(1,496,298)

 

(1,192,158)

 

Sales Hedge - transfer to profit or loss - Braskem Idesa

 

17.4(a.ii)

 

59,834

 

 

 

44,875

 

 

 

Income tax on exchange variation - Braskem Idesa

 

 

 

581,304

 

476,518

 

435,978

 

357,389

     

 

 

2,223,114

 

(6,681,498)

 

2,561,596

 

(6,403,241)

     

 

               
 

Foreign subsidiaries currency translation adjustment

 

 

 

339,296

 

653,349

 

63,697

 

718,763

     

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

2,699,278

 

(6,441,530)

 

2,771,171

 

(6,080,207)

     

 

               

Items that will not be reclassified to profit or loss

 

 

               
 

Defined benefit plan actuarial loss, net of taxes

 

 

 

(4,119)

 

(849)

 

(4,119)

 

(849)

 

Post-employment plans - Health plan, net of taxes

 

 

 

 

 

(8,280)

 

-

 

(8,280)

     

 

               
 

Total

 

 

 

(4,119)

 

(9,129)

 

(4,119)

 

(9,129)

     

 

               

Total comprehensive income (loss) for the year

 

 

 

1,965,962

 

(3,690,470)

 

2,355,580

 

(3,087,616)

     

 

               

Attributable to:

 

 

               
 

Company's shareholders

 

 

 

2,355,580

 

(3,087,616)

       
 

Non-controlling interest in Braskem Idesa

 

 

 

(389,618)

 

(602,854)

       
     

 

 

 

 

 

       

Total comprehensive income (loss) for the year

 

 

 

1,965,962

 

(3,690,470)

       
                       
                       
                       
                 

 

 

Parent company

                 

2016

 

2015

     

Note

         

Basic and diluted

 

Basic and diluted

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

 

27

             

Restated

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

 

 

               

(expressed in reais)

 

 

               
 

Earnings per share - common

 

 

         

(0.5562)

 

3.7708

 

Earnings per share - preferred shares class "A"

 

 

         

(0.5562)

 

3.7708

 

Earnings per share - preferred shares class "B"

 

 

         

 

 

0.6065

                       

 

 

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

 

4

 


 
 

Braskem S.A.

 

Statement of changes in equity

All amounts in thousands of reais

 

     

Consolidated (restated)

     

Attributed to shareholders' interest

         
             

Revenue reserves

             

Total

       
                     

Additional

 

Other

     

Retained

 

Braskem

 

Non-controlling

 

Total

         

Capital

 

Legal

 

Retention

 

dividends

 

comprehensive

 

Treasury

 

earnings

 

shareholders'

 

interest in

 

shareholders'

 

Note

 

Capital

 

reserve

 

reserve

 

of profits

 

proposed

 

income

 

shares

 

(losses)

 

interest

 

Braskem Idesa

 

equity

 

 

                                           

At January 1, 2015 - previously disclosed

 

 

8,043,222

 

232,430

 

71,542

 

394,121

 

270,517

 

(2,924,057)

 

(48,892)

 

 

 

6,038,883

 

(144,533)

 

5,894,350

Adjustment of restatement

2.4

 

 

 

 

 

 

 

 

 

 

 

(19,115)

 

 

 

(278,177)

 

(297,292)

 

 

 

(297,292)

Opening balance at January 1, 2015 (restated)

 

 

8,043,222

 

232,430

 

71,542

 

394,121

 

270,517

 

(2,943,172)

 

(48,892)

 

(278,177)

 

5,741,591

 

(144,533)

 

5,597,058

 

 

                                           

Comprehensive income for the year:

 

                                           

Profit for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,001,720

 

3,001,720

 

(241,531)

 

2,760,189

Exchange variation of foreign sales hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(6,403,241)

 

 

 

 

 

(6,403,241)

 

(278,257)

 

(6,681,498)

Fair value of cash flow hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(395,729)

 

 

 

 

 

(395,729)

 

(17,652)

 

(413,381)

Foreign subsidiaries currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

718,763

 

 

 

 

 

718,763

 

(65,414)

 

653,349

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,080,207)

 

 

 

3,001,720

 

(3,078,487)

 

(602,854)

 

(3,681,341)

 

 

                                           

Equity valuation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(966)

 

 

 

966

 

 

 

 

 

 

Actuarial loss with post-employment benefits, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(849)

 

 

 

 

 

(849)

 

 

 

(849)

Post-employment plans - Health plan, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(8,280)

 

 

 

 

 

(8,280)

 

 

 

(8,280)

 

 

 

 

 

 

 

 

 

 

 

 

 

(37,331)

 

 

 

28,202

 

(9,129)

 

 

 

(9,129)

 

 

                                           

Contributions and distributions to shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Capital increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

62,502

 

62,502

Repurchase of treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(927)

 

 

 

(927)

 

 

 

(927)

Prescribed dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

479

 

479

 

 

 

479

Additional dividends approved by the General Meeting

 

 

 

 

 

 

 

 

 

 

(270,517)

 

 

 

 

 

 

 

(270,517)

 

 

 

(270,517)

Legal reserve

 

 

 

 

 

 

158,450

 

 

 

 

 

 

 

 

 

(158,450)

 

 

 

 

 

 

Additional dividends proposed

 

 

 

 

 

 

 

 

 

 

247,364

 

 

 

 

 

(1,000,000)

 

(752,636)

 

 

 

(752,636)

Retained earnings

 

 

 

 

 

 

 

 

2,010,542

 

 

 

 

 

 

 

(2,010,542)

 

 

 

 

 

 

 

 

 

 

 

 

 

158,450

 

2,010,542

 

(23,153)

 

 

 

(927)

 

(3,168,513)

 

(1,023,601)

 

62,502

 

(961,099)

 

 

                                           

At December 31, 2015

 

 

8,043,222

 

232,430

 

229,992

 

2,404,663

 

247,364

 

(9,060,710)

 

(49,819)

 

(416,768)

 

1,630,374

 

(684,885)

 

945,489

 

 

                                           

Comprehensive income for the year:

                                             

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(411,472)

 

(411,472)

 

(317,725)

 

(729,197)

Exchange variation of foreign sales hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

2,561,596

 

 

 

 

 

2,561,596

 

(338,482)

 

2,223,114

Fair value of cash flow hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

145,878

 

 

 

 

 

145,878

 

(9,010)

 

136,868

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

63,697

 

 

 

 

 

63,697

 

275,599

 

339,296

 

 

 

 

 

 

 

 

 

 

 

 

 

2,771,171

 

 

 

(411,472)

 

2,359,699

 

(389,618)

 

1,970,081

 

 

                                           

Equity valuation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(965)

 

 

 

965

 

 

 

 

 

 

Actuarial gains post-employment benefits of subsidiaries , net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(4,119)

 

 

 

 

 

(4,119)

 

 

 

(4,119)

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,320)

 

 

 

28,201

 

(4,119)

 

 

 

(4,119)

 

 

                                           

Contributions and distributions to shareholders:

26(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Absorption of losses and adjustments

 

 

 

 

 

 

 

 

(800,039)

 

 

 

 

 

 

 

800,039

 

 

 

 

 

 

Capital increase

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

56,623

 

56,623

Additional dividends approved by the General Meeting

 

 

 

 

 

 

 

 

 

 

(247,364)

 

 

 

 

 

 

 

(247,364)

 

 

 

(247,364)

Interim dividends approved by Board of Directors

 

 

 

 

 

 

 

 

(1,000,000)

 

 

 

 

 

 

 

 

 

(1,000,000)

 

 

 

(1,000,000)

 

 

 

 

 

 

 

 

 

(1,800,039)

 

(247,364)

 

 

 

 

 

800,039

 

(1,247,364)

 

56,623

 

(1,190,741)

 

 

                                           

At December 31, 2016

 

 

8,043,222

 

232,430

 

229,992

 

604,624

 

 

 

(6,321,859)

 

(49,819)

 

 

 

2,738,590

 

(1,017,880)

 

1,720,710

 

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

 

5

 


 
 

Braskem S.A.

 

Statement of changes in equity

All amounts in thousands of reais

Continued

 

     

Parent Company (restated)

             

Revenue reserves

 

             
                     

Additional

 

Other

     

Retained

 

Total

         

Capital

 

Legal

 

Retention

 

dividends

 

comprehensive

 

Treasury

 

earnings

 

shareholders'

 

Note

 

Capital

 

reserve

 

reserve

 

of profits

 

proposed

 

income

 

shares

 

(losses)

 

equity

                                       

At January 1, 2015 - previously disclosed

 

 

8,043,222

 

232,430

 

71,542

 

394,121

 

270,517

 

(2,924,057)

 

 

 

 

 

6,087,775

Adjustment of restatement

2.4

 

 

 

 

 

 

 

 

 

 

 

(19,115)

 

 

 

(278,177)

 

(297,292)

Opening balance at January 1, 2015 (restated)

 

 

8,043,222

 

232,430

 

71,542

 

394,121

 

270,517

 

(2,943,172)

 

 

 

(278,177)

 

5,790,483

 

 

                                   

Comprehensive income for the year:

 

                                   

Profit for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,001,720

 

3,001,720

Exchange variation of foreign sales hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(6,403,241)

 

 

 

 

 

(6,403,241)

Fair value of cash flow hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(395,729)

 

 

 

 

 

(395,729)

Foreign subsidiaries currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

718,763

 

 

 

 

 

718,763

 

 

 

 

 

 

 

 

 

 

 

 

 

(6,080,207)

 

 

 

3,001,720

 

(3,078,487)

 

 

                       

 

         

Equity valuation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(966)

 

 

 

966

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

 

Actuarial loss with post-employment benefits, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(849)

 

 

 

 

 

(849)

Post-employment plans - Health plan, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(8,280)

 

 

 

 

 

(8,280)

 

 

 

 

 

 

 

 

 

 

 

 

 

(37,331)

 

 

 

28,202

 

(9,129)

 

 

                   

 

 

 

         

Contributions and distributions to shareholders:

 

                                   

Repurchase of treasury shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(927)

 

 

 

(927)

Prescribed dividends

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

479

 

479

Additional dividends approved by the General Meeting

 

 

 

 

 

 

 

 

 

 

(270,517)

 

 

 

 

 

 

 

(270,517)

Legal reserve

 

 

 

 

 

 

158,450

 

 

 

 

 

 

 

 

 

(158,450)

 

 

Additional dividends proposed

 

 

 

 

 

 

 

 

 

 

247,364

 

 

 

 

 

(1,000,000)

 

(752,636)

Retained earnings

 

 

 

 

 

 

 

 

2,010,542

 

 

 

 

 

 

 

(2,010,542)

 

 

 

 

 

 

 

 

 

158,450

 

2,010,542

 

(23,153)

 

 

 

(927)

 

(3,168,513)

 

(1,023,601)

 

 

                                   

At December 31, 2015

 

 

8,043,222

 

232,430

 

229,992

 

2,404,663

 

247,364

 

(9,060,710)

 

(927)

 

(416,768)

 

1,679,266

 

 

                                   

Comprehensive income for the year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(411,472)

 

(411,472)

Exchange variation of foreign sales hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

2,561,596

 

 

 

 

 

2,561,596

Fair value of cash flow hedge, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

145,878

 

 

 

 

 

145,878

Foreign currency translation adjustment

 

 

 

 

 

 

 

 

 

 

 

 

63,697

 

 

 

 

 

63,697

 

 

 

 

 

 

 

 

 

 

 

 

 

2,771,171

 

 

 

(411,472)

 

2,359,699

 

 

                                   

Equity valuation adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(27,236)

 

 

 

27,236

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

(965)

 

 

 

965

 

 

Post-employment benefits of subsidiaries actuarial gains, net of taxes

 

 

 

 

 

 

 

 

 

 

 

 

(4,119)

 

 

 

 

 

(4,119)

 

 

 

 

 

 

 

 

 

 

 

 

 

(32,320)

 

 

 

28,201

 

(4,119)

 

 

                                   

Contributions and distributions to shareholders:

26(b)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Absorption of losses and adjustments

 

 

 

 

 

 

 

 

(800,039)

 

 

 

 

 

 

 

800,039

 

 

Additional dividends approved by the General Meeting

 

 

 

 

 

 

 

 

 

 

(247,364)

 

 

 

 

 

 

 

(247,364)

Interim dividends approved by Board of Directors

 

 

 

 

 

 

 

 

(1,000,000)

 

 

 

 

 

 

 

 

 

(1,000,000)

 

 

 

 

 

 

 

 

 

(1,800,039)

 

(247,364)

 

 

 

 

 

800,039

 

(1,247,364)

 

 

                                   

At December 31, 2016

 

 

8,043,222

 

232,430

 

229,992

 

604,624

 

 

 

(6,321,859)

 

(927)

 

 

 

2,787,482

 

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

 

6

 


 
 

Braskem S.A.

 

Statement of cash flows

Years ended December 31

All amounts in thousands of reais

      

       

Consolidated

 

Parent company

   

Note

 

2016

 

2015

 

2016

 

2015

   

2.4

     

Restated

     

Restated

Profit (loss) before income tax and social contribution and
for the result with discontinued operations

 

 

(99,250)

 

4,430,988

 

(140,053)

 

4,387,516

   

 

 

 

 

 

 

 

 

 

Adjustments for reconciliation of profit

 

 

 

 

 

 

 

 

 

 

Depreciation, amortization and depletion

 

 

2,683,100

 

2,125,796

 

2,052,972

 

1,774,973

 

Results from equity investments

12(c)

 

(30,078)

 

(2,219)

 

(986,493)

 

(619,632)

 

Interest and monetary and exchange variations, net

 

 

3,026,008

 

3,182,577

 

2,252,597

 

3,197,646

 

Leniency agreement

23.3

 

2,853,230

 

 

 

2,348,510

 

 

 

Provision for losses and write-offs of long-lived assets

 

 

41,016

 

130,758

 

39,718

 

28,779

   

 

 

 

 

 

 

 

 

 

   

 

 

8,474,026

 

9,867,900

 

5,567,251

 

8,769,282

   

 

               

Changes in operating working capital

 

               
 

Held-for-trading financial investments

 

 

(649,535)

 

(144,955)

 

(271,049)

 

(119,488)

 

Trade accounts receivable

 

 

1,007,875

 

(342,616)

 

2,985,748

 

(1,578,529)

 

Inventories

 

 

862,338

 

(501,734)

 

914,160

 

(749,626)

 

Taxes recoverable

 

 

1,058,104

 

841,908

 

623,932

 

464,733

 

Prepaid expenses

 

 

64,029

 

(66,701)

 

56,416

 

(66,671)

 

Other receivables

 

 

353,981

 

(10,174)

 

341,762

 

37,751

 

Trade payables

 

 

(4,254,575)

 

(1,518,288)

 

(1,318,768)

 

24,676

 

Taxes payable

 

 

(292,131)

 

220,226

 

(161,824)

 

123,890

 

Advances from customers

 

 

216,850

 

(37,356)

 

(16,328)

 

(14,693)

 

Sundry provisions

 

 

558,231

 

153,690

 

544,863

 

145,575

 

Other payables

 

 

38,464

 

734,351

 

(61,546)

 

(310,142)

   

 

 

 

 

 

 

 

 

 

Cash from operations

 

 

7,437,657

 

9,196,251

 

9,204,617

 

6,726,758

   

 

               
 

Interest paid

 

 

(1,538,518)

 

(1,086,166)

 

(478,594)

 

(431,567)

 

Income tax and social contribution paid

 

 

(1,152,847)

 

(232,302)

 

(204,121)

 

(46,784)

   

 

 

 

 

 

 

 

 

 

Net cash generated by operating activities

 

 

4,746,292

 

7,877,783

 

8,521,902

 

6,248,407

   

 

               

Proceeds from the sale of fixed assets

 

 

564

 

1,282

 

122

 

605

Acquisitions to property, plant and equipment

(i)

 

(2,839,155)

 

(4,103,882)

 

(1,307,105)

 

(1,026,669)

Acquisitions of intangible assets

 

 

(35,780)

 

(20,106)

 

(33,272)

 

(20,088)

Premium in the dollar put option

17.3.1(a.i)

 

(4,856)

 

 

 

(4,856)

 

 

Held-for-maturity financial investments

 

 

38,353

 

2,441

 

38,353

 

(28)

   

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

 

(2,840,874)

 

(4,120,265)

 

(1,306,758)

 

(1,046,180)

   

 

               

Short-term and Long-term debit

 

 

 

 

 

 

 

 

 

 

Obtained

 

 

4,107,626

 

5,481,546

 

4,067,345

 

2,918,405

 

Payments

 

 

(4,901,593)

 

(6,087,217)

 

(5,682,323)

 

(4,515,350)

Braskem Idesa borrowings

   

 

 

 

 

 

 

 

 

Obtained

 

 

503,921

 

1,501,939

 

 

 

 

 

Payments

 

 

(469,282)

 

(510,715)

 

 

 

 

Related parties

 

 

 

 

 

 

 

 

 

 

Obtained

 

 

 

 

 

 

2,791,610

 

1,108,868

 

Payments

 

 

 

 

 

 

(7,248,125)

 

(2,142,746)

 

Transactions current active

 

 

 

 

 

 

 

 

1,766

Dividends paid

 

 

(1,997,984)

 

(482,117)

 

(1,997,984)

 

(482,117)

Repurchase of treasury shares

 

 

 

 

(927)

 

 

 

(927)

   

 

 

 

 

 

 

 

 

 

Net cash provided by financing activities

 

 

(2,757,312)

 

(97,491)

 

(8,069,477)

 

(3,112,101)

   

 

               

Exchange variation on cash of foreign subsidiaries

 

 

586,642

 

(508,036)

 

 

 

 

   

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

(265,252)

 

3,151,991

 

(854,333)

 

2,090,126

   

 

               

Represented by

 

               
 

Cash and cash equivalents at the beginning of the year

 

 

7,043,262

 

3,891,271

 

4,415,764

 

2,325,638

 

Cash and cash equivalents at the end of the year

2.5

 

6,778,010

 

7,043,262

 

3,561,431

 

4,415,764

   

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

(265,252)

 

3,151,991

 

(854,333)

 

2,090,126

 

(i)    Includes capitalized financial charges paid: Consolidated 2016 – R$288,424 (2015 – R$786,063) and Parent Company 2016 – R$69,342 (2015 – R$119,666).

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

 

7

 


 
 

Braskem S.A.

 

Statement of value added

Years ended December 31

All amounts in thousands of reais

 

       

Consolidated

 

Parent company

   

Note

 

2016

 

2015

 

2016

 

2015

   

2.4

     

Restated

     

Restated

Revenue

 

52,368,479

 

53,345,982

 

39,752,386

 

39,239,577

 

Sale of goods, products and services

 

55,930,688

 

54,083,254

 

42,711,853

 

39,519,920

 

Other income (expenses), net

 

(3,498,004)

 

(685,904)

 

(2,890,597)

 

(233,854)

 

Allowance for doubtful accounts

 

(64,205)

 

(51,368)

 

(68,870)

 

(46,489)

Inputs acquired from third parties

 

(39,848,961)

 

(41,673,226)

 

(31,639,489)

 

(29,993,779)

 

Cost of products, goods and services sold

 

(37,741,303)

 

(40,232,698)

 

(30,199,433)

 

(28,860,877)

 

Material, energy, outsourced services and others

 

(2,019,390)

 

(1,441,031)

 

(1,353,186)

 

(1,123,061)

 

Impairment of assets

 

(88,268)

 

503

 

(86,870)

 

(9,841)

Gross value added

 

12,519,518

 

11,672,756

 

8,112,897

 

9,245,798

                   

Depreciation, amortization and depletion

 

(2,683,100)

 

(2,125,796)

 

(2,052,972)

 

(1,774,973)

                   

Net value added produced by the entity

 

9,836,418

 

9,546,960

 

6,059,925

 

7,470,825

                   

Value added received in transfer

 

720,407

 

587,408

 

1,618,945

 

1,045,585

 

Results from equity investments

 

30,078

 

2,219

 

986,493

 

619,632

 

Financial income

 

690,122

 

584,933

 

632,452

 

425,868

 

Other

 

207

 

256

 

 

 

85

                   

Total value added to distribute

 

10,556,825

 

10,134,368

 

7,678,870

 

8,516,410

                   
                   

Personnel

 

1,267,513

 

1,212,336

 

765,684

 

741,852

 

Direct compensation

 

986,940

 

945,258

 

564,067

 

552,116

 

Benefits

 

218,110

 

205,221

 

140,879

 

130,117

 

FGTS (Government Severance Pay Fund)

 

62,463

 

61,857

 

60,738

 

59,619

                   

Taxes, fees and contribuitions

 

3,018,046

 

2,966,981

 

2,246,826

 

2,297,161

 

Federal

 

1,288,179

 

1,802,719

 

732,051

 

1,501,510

 

State

 

1,703,249

 

1,141,012

 

1,502,420

 

784,988

 

Municipal

 

26,618

 

23,250

 

12,355

 

10,663

                   

Remuneration on third parties' capital

 

7,000,463

 

3,194,862

 

5,077,832

 

2,475,677

 

Financial expenses (including exchange variation)

 

6,755,962

 

2,948,489

 

4,888,738

 

2,270,968

 

Rentals

 

244,501

 

246,373

 

189,094

 

204,709

                   

Remuneration on own capital

 

(729,197)

 

2,760,189

 

(411,472)

 

3,001,720

 

Profit (loss) for the year, including discontinued operations

 

(438,331)

 

2,242,702

 

(442,430)

 

2,247,196

 

Dividends

 

 

 

752,636

   

752,636

 

Non-controlling interest in Braskem Idesa

 

(317,725)

 

(241,531)

   

 

 

Discontinued operations results

 

26,859

 

6,382

 

30,958

 

1,888

                   

Value added distributed

 

10,556,825

 

10,134,368

 

7,678,870

 

8,516,410

 

 

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

 

8

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

1Operations

 

Braskem S.A. (hereinafter “Parent Company”) is a public company headquartered in the city of Camaçari, Bahia (“BA”), which jointly with its subsidiaries (hereinafter “Braskem” or “Company”), operates 40 industrial units, 29 of which in the Brazilian states of Alagoas (“AL”), Bahia (“BA”), Rio de Janeiro (“RJ”), Rio Grande do Sul (“RS”) and São Paulo (“SP”), 5 are located in the United States, 4 in Mexico and 2 are located in Germany. These units produce thermoplastic resins – polyethylene (“PE”), polypropylene (“PP”) and polyvinyl chloride (“PVC”), as well as basic petrochemicals.

 

Braskem is also engaged in the import and export of chemicals, petrochemicals and fuels, the production, supply and sale of utilities such as steam, water, compressed air, industrial gases, as well as the provision of industrial services and the production, supply and sale of electric energy for its own use and use by other companies. Braskem also invests in other companies, either as a partner or as shareholder.

 

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

 

(a)Significant operating event impacting these financial statements

 

In December 2015, Braskem began the start-up process of the petrochemical complex of Braskem Idesa S.A.P.I (“Braskem Idesa”) in Mexico, putting into operation the utilities area, followed by the cracker in March 2016. In April 2016, it produced the first lot of polyethylene (“PE”). The complex houses a gas-based ethylene cracker and three polyethylene plants – two high-density and one low-density - with combined annual production of capacity of 1.05 million tons* of PE.

 

Braskem holds 75% indirect interest in Braskem Idesa and the remaining 25% pertains to Etileno XXI, S.A. de C.V.

 

* unaudited

 

(b)Net working capital

 

On December 31, 2016, consolidated net working capital was negative R$7,046,363. This situation, however, does not reflect the Company’s actual liquidity position. Note that, without the reclassification mentioned in the paragraph below, consolidated net working capital is positive at R$2,445,323.

 

In compliance with CPC 26 and its corresponding accounting standard IAS 1 (Presentation of Financial Statements), its subsidiary Braskem Idesa, reclassified to current liabilities financial obligations in the form of Project finance originally maturing in the long term. These obligations include restrictive contractual clauses (covenants) that at the base date of this quarterly information, were in default (Note 16).

 

Note that Braskem Idesa has been settling these obligations in accordance with their original maturity schedule.

 

2Summary of significant accounting policies

 

The principal accounting policies applied consistently in the preparation of these financial statements are described in the notes of the items on which they have impacts.

 

9

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

2.1Basis of preparation and presentation of the financial statements

 

The financial statements have been prepared under the historical cost convention and were adjusted, when necessary, to reflect the fair value of assets and liabilities.

 

The preparation of financial statements requires the use of certain estimates. It also requires Management to exercise its judgment in the process of applying the Company’s accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 3.

 

Issue of these financial statements was authorized by the Executive Board on August 10th, 2017.

 

2.1.1Consolidated financial statements

 

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

 

All relevant information pertaining exclusively to these financial statements is presented herein and corresponds to the information used by the Management of the Company.

 

The individual and consolidated Statement of Value Added (“DVA”), was prepared in accordance with CPC 09 and is required under Brazilian Corporation Law and under the accounting practices adopted in Brazil for public companies. IFRS does not require the presentation of this statement.

 

10

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(a)               Consolidation

 

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

 

         

Total and voting interest - %

         

Headquarters

 

2016

 

2015

Direct and Indirect subsidiaries

               

Alclor Química de Alagoas Ltda. ("Alclor")

 

(i)

 

Brazil

 

 

 

100.00

Braskem America Finance Company ("Braskem America Finance")

 

 

 

EUA

 

100.00

 

100.00

Braskem America, Inc. (“Braskem America”)

 

 

 

EUA

 

100.00

 

100.00

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

 

 

Argentina

 

100.00

 

100.00

Braskem International GmbH ("Braskem Austria")

 

(ii)

 

Austria

 

100.00

 

100.00

Braskem Austria Finance GmbH ("Braskem Austria Finance")

 

(iii)

 

Austria

 

 

 

100.00

Braskem Europe GmbH ("Braskem Alemanha")

 

 

 

Germany

 

100.00

 

100.00

Braskem Finance Limited (“Braskem Finance”)

 

 

 

Cayman Islands

 

100.00

 

100.00

Braskem Idesa

 

 

 

Mexico

 

75.00

 

75.00

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

 

 

 

Mexico

 

75.00

 

75.00

Braskem Incorporated Limited ("Braskem Inc")

 

 

 

Cayman Islands

 

100.00

 

100.00

Braskem Mexico Proyectos S.A. de C.V. SOFOM ("Braskem México Sofom")

 

 

Mexico

 

100.00

 

100.00

Braskem Mexico, S. de RL de CV ("Braskem México")

 

 

 

Mexico

 

100.00

 

100.00

Braskem Mexico Servicios S. RL de CV ("Braskem México Serviços")

 

 

 

Mexico

 

100.00

 

100.00

Braskem Netherlands B.V. ("Braskem Holanda")

 

 

 

Netherlands

 

100.00

 

100.00

Braskem Netherlands Finance B.V. (“Braskem Holanda Finance”)

 

 

 

Netherlands

 

100.00

 

100.00

Braskem Netherlands Inc. B.V. (“Braskem Holanda Inc”)

 

 

 

Netherlands

 

100.00

 

100.00

Braskem Petroquímica Chile Ltda. (“Braskem Chile”)

 

 

 

Chile

 

100.00

 

100.00

Braskem Petroquímica Ltda. ("Braskem Petroquímica")

 

 

 

Brazil

 

100.00

 

100.00

Quantiq Distribuidora Ltda. ("Quantiq")

 

(iv)

 

Brazil

 

 

 

100.00

IQAG Armazéns Gerais Ltda. ("IQAG")

 

(iv)

 

Brazil

 

 

 

100.00

Lantana Trading Co. Inc. (“Lantana”)

 

 

 

Bahamas

 

100.00

 

100.00

     

 

     

 

 

 

Specific Purpose Entity ("SPE")

 

 

     

 

 

 

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

 

 

 

Brazil

 

100.00

 

100.00

Fundo de Investimento Caixa Júpiter Multimercado 
      Crédito Privado Longo Prazo ("FIM Júpiter")

 

 

 

Brazil

 

100.00

 

100.00


(i)

Merged into the subsidiary Braskem Petroquímica in April 2016.

(ii)

In the process of dissolution.

(iii)

Dissolved in January 2016.

(iv)

Currently undergoing negotiations for sale. (Note 5)

 

11

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

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

 

       

Shareholders' equity

 

Profit (loss) for the year

       

2016

 

2015

 

2016

 

2015

           

Restated

     

Restated

Parent company

   

2,787,482

 

1,679,266

 

(411,472)

 

3,001,720

 

Braskem shares owned by subsidiary Braskem Petroquímica

   

(48,892)

 

(48,892)

 

 

 

 

 

Non-controlling interest of Braskem Idesa

   

(1,017,880)

 

(684,885)

 

(317,725)

 

(241,531)

Consolidated

   

1,720,710

 

945,489

 

(729,197)

 

2,760,189

                     

 

2.1.2        Parent company financial statements

The financial statements have been prepared in accordance with accounting practices adopted in Brazil, following the provisions in Federal Law 6,404/76 (“Brazilian Corporation Law”), and subsequent amendments, and the standards issued by CPC, and are disclosed together with the consolidated financial statements.

 

2.2              Foreign currency translation

 

(a)               Functional and presentation currency

 

The functional and presentation currency of the Company is the real.

 

(b)               Functional currency other than the Brazilian real

 

Certain subsidiaries have a different functional currency from that of the Parent Company, as follows:

 

     

Functional currency

       

Subsidiaries

   
 

Braskem Alemanha, Braskem Austria e Braskem Austria Finance

0

Euro

 

Braskem America, Braskem America Finance, Braskem Holanda, Braskem Holanda Finance, Braskem Holanda Inc e Braskem México Sofom

0

U.S.dollar

 

Braskem Idesa , Braskem Idesa Serviços, Braskem México e Braskem México Serviços

0

Mexican peso

 

The other subsidiaries adopt the Brazilian real as functional currency.

 

(c)               Exchange variation effects

 

The main effects from exchange variation that impacted these financial statements are shown below:

 

 

End of period rate at December 31

 

Average rate

 

2016

 

2015

 

Variation

 

2016

 

2015

 

Variation

U.S. dollar - Brazilizan real

3.2591

 

3.9048

 

-16.54%

 

3.4833

 

3.3387

 

4.33%

U.S. dollar - Mexican peso

20.6352

 

17.3700

 

18.80%

 

18.6987

 

15.8846

 

17.72%

U.S. dollar - Euro

0.9479

 

0.9187

 

3.17%

 

0.9041

 

0.9019

 

0.24%

 

 

 

 

12

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

2.3              New or revised pronouncements that are not yet effective

 

Securities and Exchange Commission (“CVM”) Resolution 739/15 – This resolution has altered several pronouncements issued by CPC. The Company evaluated this resolution and concluded that none of the amendments caused any impact on its financial statements.

 

CPC 47 – IFRS 15 – “Revenue from contracts with customers” – this pronouncement was issued by IASB in May 2014 and will replace CPC 30 and IAS 18 which covers contracts for goods and services. The new standard is based on the principle that revenue is recognised when control of a good or service transfers to a customer. In 2016, the Company made significant progress on contract reviews and expects to complete the contract evaluations and validate results by the end of 2017. Based on analysis completed to date, the Company expects the potential impact on accounting for product sales to remain substantially unchanged. The Company expects to adopt the new standard using the modified retrospective approach, under which the cumulative effect of initially applying the new guidance is recognized as an adjustment to the opening balance of retained earnings in the first quarter of 2018. This standard was issued by CVM in December 2016 and will be adopted from January 2018.

 

CPC 48 – IFRS 9 – “Financial instruments” – this pronouncement was issued by IASB in July 2014 to address the classification, measurement and derecognition of financial assets and financial liabilities, to introduce new rules for hedge accounting and a new impairment model for financial assets. Accordingly, the Company does not expect the new guidance to have a significant impact on the classification and measurement of its financial assets. There will be no impact on the Company’s accounting for financial liabilities, as the new requirements only affect the accounting for financial liabilities that are designated at fair value through profit or loss and the Company does not have any such liabilities. The new hedge accounting rules will align the accounting for hedging instruments more closely with the Company’s risk management practices. As a general rule, more hedge relationships might be eligible for hedge accounting, as the standard introduces a more principles-based approach. While the Company is yet to undertake a detailed assessment, the Company’s hedge relationships would qualify as hedge accounting upon the adoption of CPC 48 and IFRS 9. Accordingly, the Company does not expect a significant impact on the accounting for its hedging relationships.

The new impairment model requires the recognition of impairment provisions based on expected credit losses (ECL) rather than only incurred credit losses as is the case under CPC 38 and IAS 39.

For these analyses, Braskem has a risk classification system (Note 17.5(a)) that takes into consideration specific elements of each client, of the sector where it operates and other present and future variables. Afterwards, the impairment can be complemented based on events such as effective default rates or more extreme cases such as court-supervised reorganizations, bankruptcies etc., which may result in an earlier recognition of credit losses. The new standard also introduces expanded disclosure requirements and changes in presentation. These are expected to change the nature and extent of the Company’s disclosures about its financial instruments particularly in the year of the adoption of the new standard. By the end of 2017, the Management of the Company will approve the new impairment policy and include an estimate of its impact on current practices. This standard was issued by CVM in December 2016 and will be adopted as of January 2018.

 

IFRS 16 – “Leases” – pronouncement issued by the IASB in January 2016, requiring lessees to recognize in their financial statements any liabilities arising from the future payment and use of leased assets, including operating leases. The standard will affect primarily the accounting for the Company’s operating leases. The most significant leased assets are freight cars used to distribute products produced by Braskem America and Braskem Idesa. The company also has lease agreements for office space, industrial and light vehicles and IT equipment. However, the Company is still evaluating to what extent these agreements will result in the recognition of an asset and a liability for future payments and how this will affect the Company’s profit and classification of cash flows. This standard has not yet been edited by CPC and will be adopted as of January 2019.

 

13

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

2.4              Restatement

           

(i)                 Restatement of Taxes Provisions

As informed in Note 23.3(b), between 2006 and 2014 the Company made payments to certain companies without any corresponding evidence of services actually provided. These payments were initially taxed at zero rate of income tax at source (IRF) and considered as deductible for income tax (IR) and social contribution on profit (CSL). Upon the identification from the lack of corresponding services, the Management of Braskem determined the payment of all taxes owed and a revision of deferred income tax and social contribution. The main tax assessed was the IRF with a rate of 35%. In addition, these payments were considered as non-deductible for the purpose of calculating IR and CSL. The amounts involved in this matter are disclosed in Note 23.3(c).

Due to the payments without corresponding services provided and the consequent tax impacts, the financial statements for 2015 are restated retrospectively. This restatement is due to material error and, for this reason, the Company presented opening balance sheet for January 1, 2015, in accordance with CPC 23 and its corresponding IAS 8 (Accounting Policies, Changes in Accounting Estimates and Errors). The impact of these provisions are being demonstrated in the column "Adjustment - Tax provisions" as shown on the table below.

 

(ii)               Other adjustments

 

In view of restatement of these financial statements of 2015, the Management of Braskem decided to recognize other adjustments in prior years. The impact of these adjustments are being demonstrated in the column “Adjustments – Other” as shown on the table below.

 

14

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Balance sheet for 2015

 

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

       

Consolidated

 

Parent company

Assets

 

Published

 

Adjustment

   

Restated

 

Published

 

Adjustment

   

Restated

           

Tax provisions

 

Other

           

Tax provisions

 

Other

     
                                         

Current assets

                                   
 

Cash and cash equivalents

 

7,439,723

(396,461)

(a)

7,043,262

4,773,251

(357,487)

(a)

 

4,415,764

 

Financial investments

 

1,172

413,721

(b)

414,893

1,172

357,487

(b)

 

358,659

 

Trade accounts receivable

 

2,735,144

20,564

(c)

2,755,708

2,526,510

(72,495)

(b)

 

2,454,015

 

Inventories

 

5,517,206

591,491

(d)

6,108,697

4,131,128

618,844

(c)

 

4,749,972

 

Taxes recoverable

 

1,272,004

40,337

(e)

1,312,341

762,824

 

762,824

 

Other assets

 

300,901

(28,371)

(f)

272,530

248,488

 

248,488

 

Other receivables

 

232,337

 

 

232,337

358,600

 

358,600

                       
       

17,498,487

641,281

 

18,139,768

12,801,973

546,349

 

13,348,322

                           

Non-current assets

                     
 

Taxes recoverable

 

1,304,056

13,704

(a)

 

 

1,317,760

1,198,301

13,704

(a)

 

 

1,212,005

 

Deferred income tax and social contribution

 

3,226,507

(30,268)

(b)

8,427

(g)

 

3,204,666

2,179,354

(30,268)

(b)

8,427

(f)

 

2,157,513

 

Other assets

 

298,057

(105,864)

(h)

 

192,193

125,898

 

 

125,898

 

Investments

 

86,354

 

 

 

86,354

4,593,775

(93,904)

 

4,499,871

 

Property, plant and equipment

 

33,961,963

138,326

(i)

 

34,100,289

16,542,078

 

 

16,542,078

 

Other receivables

 

3,585,870

 

 

 

3,585,870

7,487,008

 

 

7,487,008

       

 

 

 

 

 

 

 

 

 

 

       

42,462,807

(16,564)

40,889

 

42,487,132

32,126,414

(16,564)

(85,477)

 

32,024,373

                           

Total assets

 

59,961,294

(16,564)

682,170

 

60,626,900

44,928,387

(16,564)

460,872

 

45,372,695

                           

Liabilities and shareholders' equity

                     
                           

Current liabilities

                     
 

Trade payables

 

11,698,695

674,860

(j)

 

12,373,555

9,557,676

599,547

(i)

 

10,157,223

 

Borrowings

 

1,968,540

1,453

(k)

 

1,969,993

2,567,124

 

2,567,124

 

Payroll and related charges

 

605,059

5,227

(l)

 

610,286

446,125

 

446,125

 

Taxes payable

 

744,660

251,917

(c)

6,696

(m)

 

1,003,273

221,305

251,917

(c)

34,536

(m)

 

507,758

 

Other payables

 

1,665,275

 

20,613

(n)

 

1,685,888

5,379,202

 

 

 

5,379,202

                           
       

16,682,229

251,917

708,849

 

17,642,995

18,171,432

251,917

634,083

 

19,057,432

                           

Non-current liabilities

                     
 

Borrowings

 

25,370,260

 

10,258

(o)

 

25,380,518

8,207,012

 

8,207,012

 

Derivatives operations

 

1,184,741

(65,000)

(p)

 

1,119,741

1,184,741

(65,000)

(p)

 

1,119,741

 

Deferred income tax and social contribution

 

731,241

41,587

(q)

 

772,828

 

 

 

 

 

 

Post-employment benefits

 

154,707

15,530

(r)

 

170,237

54,166

15,530

(r)

 

69,696

 

Other liabilities

 

217,502

94,687

(s)

 

312,189

167,060

 

167,060

 

Other payables

 

14,282,903

 

 

14,282,903

15,072,488

 

15,072,488

                       
       

41,941,354

97,062

 

42,038,416

24,685,467

(49,470)

 

24,635,997

                         

Shareholders' equity

                   
 

Other comprehensive income

 

(9,085,256)

 

24,546

(t)

 

(9,060,710)

(9,085,256)

24,546

(t)

 

(9,060,710)

 

Accumulated loss

 

 

(268,481)

(d)

(148,287)

(u)

 

(416,768)

 

(268,481)

(d)

(148,287)

(u)

 

(416,768)

 

Other

 

11,107,852

 

 

 

11,107,852

11,156,744

 

 

 

11,156,744

                           
 

Total attributable to the Company's shareholders

 

2,022,596

(268,481)

(123,741)

 

1,630,374

2,071,488

(268,481)

(123,741)

 

1,679,266

                           
 

Non-controlling interest in Braskem Idesa

 

(684,885)

 

 

 

(684,885)

 

 

 

 

 

                           
       

1,337,711

(268,481)

(123,741)

 

945,489

2,071,488

(268,481)

(123,741)

 

1,679,266

                           

Total liabilities and shareholders' equity

 

59,961,294

(16,564)

682,170

 

60,626,900

44,928,387

(16,564)

460,872

 

45,372,695

 

The adjustments that caused the restatement of these financial statements and are indicated in column “Adjustments – Tax provisions” are as follow:

 

(a)       Related to the anticipation of income tax and social contribution for the year 2013 in the amount of R$13,704.

(b)       Refers to the reduction of deferred income tax and social contribution on tax losses and negative basis, in the amount of R$30,268.

(c)       These adjustments result from: (i) R$171,368 referring to payment of income tax at source on remittance of funds abroad at the rate of 35%; (ii) R$60,546 referring to payment related to REFIS installment payment; and (iii) R$20,003 related to the payment of the principal amount of anticipated of income tax and social contribution.

(d)       Related to corresponding entries of the adjustments mentioned in items (a), (b) and (c), above.

 

15

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

 

(a)       Refers, mainly, to the reclassification of R$413,721 (Parent Company: R$357,487) to “financial investments” and other immaterial reclassifications to “other liabilities” and “accounts receivable”.

(b)       Refers to the reclassification of “cash and cash equivalents” of Brazilian government bonds (Letras Financeiras do Tesouro - LFT) whose original maturity exceeds three months, immediate liquidity and realization is expected in the short term.

(c)       Refers, mainly, to: (i) decrease of R$146,852 (Parent company: R$72,495) in accounts receivable due to revenue of 2016 recognized by error in 2015 and (ii) increase of R$157,227 due to revenue of 2015 recognized by error in 2016.

(d)       Refers, mainly, to: (i) increase in the balance of inventories of R$101,575 (Parent company: R$56,172), due to error arising in recognition of sales mentioned in item (c-i); (ii) increase of R$502,027 (Parent company: R$574,783) due to inventories of 2015 recognized by error in 2016; and (iii) decrease in the balance of inventories by R$12,111 (Parent company: R$12,111) due to the write-off storehouse materials.

(e)       Refers, mainly, to the reclassification of tax credits from “taxes payable” to “taxes recoverable” in the amount of R$32,671.

(f)        Refers to the reclassification of R$28,371 from “current assets” to “non-current assets” of Eletrobrás credits.

(g)       Refers, mainly, to increase due to deferred income tax and deferred social contribution tax arising from all adjustments mentioned in this note affecting the statement of operation.

(h)       Refers to adjustments mainly related to: (i) corresponding entry in “non-current assets” of the adjustment mentioned in item (f) above; (ii) impairment of R$81,303 in assets related to investments with little likelihood of realization and transfer of land in the amount of R$47,166 to property, plant and equipment.

(i)         Refers to adjustments to property, plant and equipment primarily related to: (i) addition of the land mentioned in item (h-ii) above;  and (ii) addition of R$106,921 due to error in the classification of operating lease to finance lease.

(j)        Refers, mainly, to (i) increase in the amount of R$648,311 (Parent company: R$574,783) related to purchase of goods to resale of 2015 that were recognized by error in 2016; (ii) increasing in trade payables in the amount of R$24,764 (Parent company: R$24,764), related to expenses recorded in the wrong period; and (iii) write-off of R$16,444 related to unduly recorded liabilities, related to previous years.

(k)       Immaterial errors related to the reclassification between “borrowings” and “other liabilities”.

(l)         Refers to adjustment on the provision for profit sharing paid in 2016.

(m)     Refers mainly to: (i) additions of PIS and COFINS of R$29,146 (Parent company: R$29,146), mainly arising from acquisition of electric power and financial income related to the years of 2015, 2014 and 2013; (ii) decrease of R$29,302 due to error in the tax calculation for 2015 with effect in the statement of operation and R$32,039 due to error in tax calculation for 2013 with effect in accumulated losses; and (iii) increase of taxes payable, mainly related to the effect of the adjustment mentioned in item (e) above.

(n)       Refers to the increase in the balance of other liabilities of R$20,613, due to error arising in recognition of liabilities.

(o)       Refers, mainly, to reclassification to “borrowings” of premium payments of bond transaction of Braskem America classified in “financial income” from previous years.

(p)       Refers to the recognition of counterparty risk in the measurement of fair value of the derivative instruments of R$65,000 (Parent company: R$65,000).

(q)       Refers to adjustments to deferred income tax and deferred social contribution tax liabilities arising from all adjustments mentioned in this note affecting the statement of operation.

(r)        Refers to the increase of R$15,530 (Parent company: R$15,530) in the post-employment benefit plan related to the health plan.

(s)        Refers, mainly, to the additions in the amount of R$102,825 due to error in the classification from operating lease to finance lease mentioned in the item (i) above.

(t)        Refers, mainly, to: (i) corresponding entry of the adjustment mentioned in item (p) above, increasing the balance by R$65,000; and (ii) reduction of the balance due to reclassification from “other comprehensive income” to “other income (expense), net” of R$40,509, due to adjustments to the actuarial liability of health plan benefit.

(u)       Refers to: (i) adjustments recorded in the statement of operation leading to the impact in the accumulated losses of R$89,158; and (ii) other immaterial adjustments mentioned above, recorded in “accumulated losses” of R$34,273.

 

 

16

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Opening balance sheet as of 1/1/2015

     

     

 

 

2014

     

Consolidated

 

Parent company

                   

Opening

               

Opening

Assets

Published

           

balance in

 

Published

           

balance in

     

in 2014

 

Adjustment

   

1/1/2015

 

in 2014

 

Adjustment

   

1/1/2015

         

Tax provisions

 

Other

           

Tax provisions

 

Other

     
                                       

Current assets

                                 
 

Cash and cash equivalents

3,993,359

 

(102,088)

(a)

 

3,891,271

2,416,288

(90,650)

(a)

 

2,325,638

 

Financial investments

89,729

104,702

(b)

 

194,431

78,243

90,650

(b)

 

168,893

 

Trade accounts receivable

2,692,612

(283,466)

(c)

 

2,409,146

5,382,456

(250,061)

(c)

 

5,132,395

 

Inventories

5,368,146

251,176

(d)

 

5,619,322

3,810,498

216,897

(d)

 

4,027,395

 

Taxes recoverable

2,129,837

22,284

(e)

 

2,152,121

1,416,523

 

1,416,523

 

Other assets

287,876

(5,663)

(f)

 

282,213

201,025

 

201,025

 

Other receivables

199,640

 

 

199,640

308,920

 

308,920

     

 

 

 

 

 

 

 

 

     

14,761,199

(13,055)

 

14,748,144

13,613,953

(33,164)

 

13,580,789

                         

Non-current assets

                   
 

Taxes recoverable

1,045,428

13,704

(a)

 

 

1,059,132

962,551

13,704

(a)

 

 

976,255

 

Deferred income tax and social contribution

870,206

(20,015)

(b)

35,890

(g)

 

886,081

493,303

(20,015)

(b)

16,665

(g)

 

489,953

 

Other assets

91,905

(5,881)

(h)

 

86,024

47,575

 

47,575

 

Investments

126,535

 

 

 

126,535

4,639,165

29,460

 

 

4,668,625

 

Property, plant and equipment

29,001,490

69,468

(i)

 

29,070,958

17,297,907

 

(i)

 

17,297,907

 

Other receivables

3,524,988

 

 

3,524,988

3,245,807

 

 

3,245,807

     

 

 

 

 

 

 

 

 

 

 

     

34,660,552

(6,311)

99,477

 

34,753,718

26,686,308

(6,311)

46,125

 

26,726,122

                         

Total assets

49,421,751

(6,311)

86,422

 

49,501,862

40,300,261

(6,311)

12,961

 

40,306,911

                         

Liabilities and shareholders' equity

                   
                         

Current liabilities

                   
 

Trade payables

10,852,410

(12,535)

(j)

10,839,875

10,443,712

 

10,443,712

 

Borrowings

1,418,542

928

(k)

1,419,470

2,134,951

 

2,134,951

 

Taxes payable

203,392

30,042

(l)

233,434

117,696

29,329

(l)

 

147,025

 

Other payables

1,608,948

(15,137)

(m)

1,593,811

1,643,606

 

 

1,643,606

                     
     

14,083,292

3,298

 

14,086,590

14,339,965

29,329

 

14,369,294

                     

Non-current liabilities

               
 

Borrowings

18,918,021

8,708

(n)

 

18,926,729

7,863,666

 

7,863,666

 

Trade payables

30,699

229,311

(c)

 

 

 

260,010

30,634

229,311

(c)

 

259,945

 

Deferred income tax and social contribution

603,490

23,521

(o)

 

627,011

 

 

 

Post-employment benefits

69,176

45,302

(p)

 

114,478

45,302

(p)

 

45,302

 

Other liabilities

291,040

67,263

(q)

 

358,303

254,933

 

254,933

 

Other payables

9,531,683

 

 

9,531,683

11,723,288

 

11,723,288

         

 

             
     

29,444,109

229,311

144,794

 

29,818,214

19,872,521

229,311

45,302

 

20,147,134

                         

Shareholders' equity

                   
 

Other comprehensive income

(2,924,057)

 

(19,115)

(r)

 

(2,943,172)

(2,924,057)

 

(19,115)

(r)

 

(2,943,172)

 

Accumulated loss

-

(235,622)

(d)

(42,555)

(s)

 

(278,177)

 

(235,622)

(d)

(42,555)

(s)

 

(278,177)

 

Other

8,962,940

 

 

 

8,962,940

9,011,832

 

9,011,832

         

 

             
 

Total attributable to the Company's shareholders

6,038,883

(235,622)

(61,670)

 

5,741,591

6,087,775

(235,622)

(61,670)

 

5,790,483

                         
 

Non-controlling interest in Braskem Idesa

(144,533)

 

 

 

(144,533)

 

 

 

 

 

                         
     

5,894,350

(235,622)

(61,670)

 

5,597,058

6,087,775

(235,622)

(61,670)

 

5,790,483

                         

Total liabilities and shareholders' equity

49,421,751

0

(6,311)

86,422

 

49,501,862

40,300,261

(6,311)

12,961

 

40,306,911

 

 

17

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The adjustments that caused the restatement of these financial statements and are indicated in column “Adjustments – Tax provisions” are as follow:

 

(a)        Refers to the anticipation of income tax and social contribution for the year 2013 in the amount of R$13,704.

(b)       Refers to the reduction of deferred income tax and social contribution on tax losses and negative basis, in the amount of R$20,015.

(c)        These adjustments result from: (i) R$156,992 referring to payment of income tax at source on remittance of funds abroad at the rate of 35%; (ii) R$54,035 referring to payment related to REFIS installment payment; and (iii) R$18,285 related to the payment of the principal amount of anticipated of income tax and social contribution.

(d)       Refers to corresponding entries of the adjustments mentioned in items (a), (b) and (c), above.

 

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

 

(a)        Refers, mainly, to the reclassification to “financial investments” of R$104,702 (Parent Company: R$90,650).

(b)       Refers to the reclassification of “cash and cash equivalents” of Brazilian government bonds (Letras Financeiras do Tesouro – LFT) whose original maturity exceeds three months, immediate liquidity and realization is expected in the short term.

(c)        Refers, mainly to a decrease of R$283,466 (Parent company: R$250,061) in accounts receivable due to revenue of 2015 recognized by error in 2014.

(d)       Refers, mainly, to the increase in the balance of inventories of R$248,026 (Parent company: R$216,897), due to error arising in recognition of sales mentioned in item (c).

(e)        Refers, mainly, to the reclassification of tax credits from “taxes payable” to “taxes recoverable” in the amount of R$22,224.

(f)        Refers to reduction due reclassification of advances to suppliers to “trade payables”.

(g)       Refers to increase due to deferred income tax and deferred social contribution tax arising from all adjustments mentioned in this note affecting the statement of operation.

(h)       Immaterial errors related to the reclassification to “other payables”.

(i)         Refers to adjustments to property, plant and equipment primarily related to addition of R$77,147 due to error in the classification of operating lease to finance lease.

(j)         Refers, mainly, to reduction by the write-off of R$10,585 related to unduly recorded liabilities, related to previous years.

(k)       Immaterial errors related to reclassification between “borrowings” and “other payables”.

(l)         Refers to (i) additions of PIS and COFINS of R$24,098 (Parent company: R$24,098), mainly arising from acquisition of electric power and financial income related to the years of 2014 and 2013; (ii) reduction related to error in tax calculation for 2013 with effect in accumulated losses in the amount of R$21,794; and (iii) increase of taxes payable, mainly related to the effect of the adjustment mentioned in item (e) above.

(m)      Refers, mainly, to the write-off of notes unduly recorded in the amount of R$10,254, related to previous years.

(n)       Refers, mainly, to reclassification to “borrowings” of premium payments of bond transaction of Braskem America classified in “financial income” from previous years.

(o)       Refers to adjustments to deferred income tax and social contribution liabilities arising from all adjustments mentioned in this note affecting the statement of operation.

(p)       Refers to the increase of R$45,302 (Parent company: R$45,302) in the post-employment benefit plan related to the health plan.

(q)       Refers, mainly, to: (i) increase in the amount of R$73,803 due to error in the classification from operating lease to finance lease mentioned in the item (i) above; and (ii) reduction of the balance due to reclassification mentioned in the item (h) above in the amount of R$5,881.

(r)        Refers, mainly, to: (i) reduction of the balance due to adjustments on the actuarial liability of health plan benefit in the amount R$27,964; and (ii) increase related to deferred taxes based on the adjustments on the actuarial liability in the amount of R$9,508.

(s)        Refers to (i) adjustments recorded in the statement of operation leading to the impact in the accumulated losses in the amount of R$21,330; and (ii) other immaterial adjustments mentioned above, recorded in “accumulated losses” in the amount of R$12,943.

 

18

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Statement of operations for 2015 

 

     

 

 

 

 

 

 

 

 

2015

 

 

 

 

 

 

 

 

 

2015

     

Consolidated

 

Parent company

         

Continued

                 

Continued

           
     

Published

 

operations

 

 

 

Adjustment

 

Restated

 

Published

 

operations

 

 

 

Adjustment

 

Restated

Continued operations

   

Note 5(b)

 

Tax provisions

 

Other

         

Note 5(b)

 

Tax provisions

       
                                           

Net sales revenue

47,282,996

(682,371)

279,364

(a)

46,879,989

33,406,033

177,566

(a)

33,583,599

 

Cost of products sold

(36,902,086)

510,365

(336,302)

(b)

(36,728,023)

(25,675,861)

(184,176)

(b)

(25,860,037)

     

10,380,910

(172,006)

(56,938)

10,151,966

7,730,172

(6,610)

7,723,562

                   

Income (expenses)

             
 

Selling and distribution

 

(1,122,012)

38,856

 

(1,083,156)

(813,888)

 

(813,888)

 

General and administrative

 

(1,325,342)

59,327

(14,455)

(c)

(1,280,470)

(864,572)

(3,485)

(c)

(868,057)

 

Research and development

 

(176,431)

6,796

(d)

(169,635)

(110,583)

 

(110,583)

 

Results from equity investments

 

2,219

 

 

2,219

752,037

(1,888)

(132,405)

617,744

 

Other income (expenses), net

 

(707,153)

25,029

(49,080)

(e)

(731,204)

(346,398)

 

38,269

(e)

(308,129)

           

 

     

 

     

7,052,191

(48,794)

(113,677)

6,889,720

6,346,768

(1,888)

(104,231)

6,240,649

                         

Financial results

                   
 

Financial expenses

(3,158,498)

8,052

(22,606)

(a)

9,650

(f)

(3,163,402)

(3,007,418)

(22,606)

(a)

(8,523)

(f)

(3,038,547)

 

Financial income

595,674

(8,677)

(2,064)

(g)

584,933

428,443

(2,575)

(g)

425,868

 

Exchange rate variations, net

70,318

32,592

 

 

102,910

757,658

 

757,658

     

(2,492,506)

31,967

(22,606)

7,586

(2,475,559)

(1,821,317)

(22,606)

(11,098)

(1,855,021)

                         

Profit before income tax and social contribution

4,559,685

(16,827)

(22,606)

(106,091)

4,414,161

4,525,451

(1,888)

(22,606)

(115,329)

4,385,628

                         
 

Current and deferred income tax and social contribution

(1,660,905)

10,445

(10,253)

(b)

359

(h)

(1,660,354)

(1,385,140)

 

(10,253)

(b)

9,597

(h)

(1,385,796)

             

 

       

 

Profit for the year of continued operations

2,898,780

(6,382)

(32,859)

(105,732)

2,753,807

3,140,311

(1,888)

(32,859)

(105,732)

2,999,832

                         

Discontinued operations results

                   
 

Profit (loss) from discontinued operations

-

16,827

16,827

1,888

1,888

 

Current and deferred income tax and social contribution

-

(10,445)

(10,445)

 

 

     

 

6,382

6,382

1,888

1,888

                         

Profit for the year

2,898,780

(32,859)

(105,732)

2,760,189

3,140,311

 

(32,859)

(105,732)

3,001,720

                       
                       

Attributable to:

                 
 

Company's shareholders

3,140,311

(32,859)

(105,732)

3,001,720

         
 

Non-controlling interest in Braskem Idesa

(241,531)

(241,531)

         
                       

Profit for the year

2,898,780

0

(32,859)

(105,732)

2,760,189

         
                                       
                                           
             

 

 

 

 

Parent company

                   
             

Basic and diluted - expressed in reais per share

                   
             

Published

 

Adjustment

 

Restated

                   

Profit per share attributable to the shareholders of the Company

                     

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

                     
 

Earnings per share - common

 

3.9474

 

(0.1766)

 

3.7708

                   
 

Earnings per share - preferred shares class "A"

 

3.9474

 

(0.1766)

 

3.7708

                   
 

Earnings per share - preferred shares class "B"

 

0.6065

 

 

 

0.6065

                   

 

The adjustments that caused the restatement of these financial statements and are indicated in column “Adjustments – Tax provisions” are as follow:

 

(a)        Refers to interest accrual based on the variation in the Selic rate related to the extemporaneous taxes.

(b)       Refers to adjustments to deferred income tax and social contribution arising from all adjustments mentioned in this note.

 

The main adjustments that are indicated in column “Adjustments – Other” are as follow:

 

(a)        Refers, mainly, to: (i) decrease of R$146,211(Parent company: R$72,495) related to revenue from 2016 recognized by error in 2015; (ii) increase of R$155,872 related to revenue from 2015 recognized by error in 2016; (iii) increase of R$298,746 (Parent company: R$250,061) due to revenue of 2015 recognized by error in 2014; and (iv) decrease of R$21,768 due to a reclassification from "financial expenses" related to commercial discounts.

(b)       Refers, mainly, to: (i) decrease of costs of products sold of R$101,184 (Parent company: R$56,172) related to adjustments of sales mentioned in item (a-i) and increase of costs of products sold of R$ 145,023 and R$262,263(Parent company: R$216,897) related to adjustments of sales mentioned in items (a-ii) and (a-iii); and (ii) an increase of R$24,764 of freight costs in fiscal year 2015 previously recorded in 2016.

(c)        Immaterial errors classified as general and administrative expenses.

(d)       Refers to the reclassification of expenses to “other income (expenses), net”.

(e)        Refers, mainly, to: (i) impairment of assets related to investments with little likelihood of realization, in the amount of R$80,601; (ii) reversal of provision for health plan of R$42,318 (Parent company: R$42,318); (iii) write-off storehouse materials of R$12,111 (Parent company: R$12,111).

(f)        Refers, mainly, to: (i) adjustments mentioned in item (a-iv) above; and (ii) interest expenses from the health plan benefit of R$8,364 (Parent company: R$8,364).

(g)       Immaterial errors classified as financial income.

(h)       Refers, mainly, to: (i) reduction of R$19,201 (Parent company: no effect) related to adjustments in deferred income tax, unduly recorded in previous years; and (ii) impacts in current and deferred income tax and social contribution arising from all adjustments mentioned in this note.

 

 

19

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Statement of cash flow for 2015 

 

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2015

       

Consolidated

 

Parent company

       

Published

 

Adjustment

   

Restated

 

Published

 

Adjustment

 

Restated

           

Tax provisions

 

Other

           

Tax provisions

 

Other

   
                                       

Profit before income tax and social contribution and 
   for the result with discontinued operations

 

4,559,685

0

(22,606)

(106,091)

 

4,430,988

4,525,451

(22,606)

(115,329)

4,387,516

                         

Adjustments for reconciliation of profit

                 
 

Depreciation, amortization and depletion

 

2,114,929

10,867

 

2,125,796

1,774,973

 

1,774,973

 

Results from equity investments

 

(2,219)

 

 

(2,219)

(752,037)

132,405

(619,632)

 

Interest and monetary and exchange variations, net

 

3,249,558

(66,981)

 

3,182,577

3,235,082

(37,436)

3,197,646

 

Other

 

130,758

 

 

130,758

28,779

 

28,779

                         
       

10,052,711

(22,606)

(162,205)

 

9,867,900

8,812,248

(22,606)

(20,360)

8,769,282

                         

Changes in operating working capital

                   
 

Financial investments held-for-trading

 

118,929

 

(263,884)

 

(144,955)

109,913

(229,401)

(119,488)

 

Trade accounts receivable

 

(38,586)

(304,030)

 

(342,616)

(1,400,963)

(177,566)

(1,578,529)

 

Inventories

 

(161,419)

(340,315)

 

(501,734)

(347,679)

(401,947)

(749,626)

 

Taxes recoverable

 

831,507

10,401

 

841,908

464,733

464,733

 

Other receivables

 

(132,865)

122,691

 

(10,174)

(28,920)

(28,920)

 

Trade payables

 

(2,205,683)

687,395

 

(1,518,288)

(574,871)

599,547

24,676

 

Taxes payable

 

221,371

22,606

(23,751)

 

220,226

96,077

22,606

5,207

123,890

 

Other liabilities

 

708,267

26,084

 

734,351

(267,825)

(42,317)

(310,142)

 

Sundry provisions

 

49,633

 

 

49,633

130,882

 

130,882

                     

Cash from operations

 

9,443,865

(247,614)

 

9,196,251

6,993,595

(266,837)

6,726,758

                     
 

Interest paid

 

(1,086,166)

 

 

(1,086,166)

(431,567)

(431,567)

 

Income tax and social contribution paid

 

(232,302)

 

 

(232,302)

(46,784)

(46,784)

                     

Net cash generated by operating activities

 

8,125,397

(247,614)

 

7,877,783

6,515,244

(266,837)

6,248,407

                     
 

Acquisitions to property, plant and equipment

 

(4,057,123)

(46,759)

 

(4,103,882)

(1,026,669)

(1,026,669)

 

Others investments

 

(16,383)

 

 

(16,383)

(19,511)

(19,511)

                   

Net cash used in investing activities

 

(4,073,506)

(46,759)

 

(4,120,265)

(1,046,180)

(1,046,180)

                   

Net cash provided by financing activities

 

(97,491)

 

 

(97,491)

(3,112,101)

(3,112,101)

                   
 

Exchange variation on cash of foreign subsidiaries

 

(508,036)

 

 

(508,036)

 

 

                     

Increase in cash and cash equivalents

 

3,446,364

(294,373)

 

3,151,991

2,356,963

(266,837)

2,090,126

                     

Represented by

               
 

Cash and cash equivalents at the beginning for the year

 

3,993,359

(102,088)

 

3,891,271

2,416,288

(90,650)

2,325,638

 

Cash and cash equivalents at the end for the year

 

7,439,723

(396,461)

 

7,043,262

4,773,251

(357,487)

4,415,764

                     

Increase in cash and cash equivalents

 

3,446,364

0

(294,373)

 

3,151,991

2,356,963

(266,837)

2,090,126

 

 

 

20

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

2.5              Statement of cash flows - 2016

           

In the statement of cash flows for the year 2016, the final balance of cash and cash equivalents includes the corresponding amounts of the subsidiaries Quantiq and IQAG. On the other hand, in the consolidated balance sheet, all the assets of these subsidiaries, including cash balances and cash equivalents, are included in the item "non-current assets held for sale" (Note 5 (a)). The reconciliation between the statement of cash flows and the balance sheet is as follows: 

 

Cash and cash equivalents at the end for the year

 

2016

     

Balance as presented in the cash flow

 

6,778,010

     

Cash and cash equivalents included in "non-current assets held fo sale"

 

(76,146)

     

Cash and cash equivalents in "current assets"

 

6,701,864

 

3                    Application of critical estimates and judgments

 

Critical estimates and judgments are those that require the most difficult, subjective or complex judgments by management, usually as a result of the need to make estimates that affect issues that are inherently uncertain. Estimates and judgments are continually reassessed and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results can differ from planned results due to differences in the variables, assumptions or conditions used in making estimates.

 

The Company makes a series of other estimates that are presented in the respective notes, such as allowance for doubtful accounts, fair-value adjustment of inventories and provision for repairing environmental damage.

 

In order to provide an understanding of the way the Company forms its judgments on future events, the variables and assumptions used in critical estimates are presented below:

 

3.1              Deferred income tax (“IR”) and social contribution (“CSL”)

 

The recognition and the amount of deferred taxes assets depend on the generation of future taxable income, which requires the use of an estimate related to the Company’s future performance. These estimates are included in the business plan, which is annually prepared by the Executive Board and submitted to the Board of Directors for approval. This plan uses as main variables the price of the products manufactured by the Company, price of inputs, gross domestic product of each country where the Company operates, exchange variation, interest rate, inflation rate and fluctuations in the supply and demand of inputs and finished products. These variables are obtained from expert external consultants, based on the Company’s historical performance and its capacity to generate taxable income and specific incentives from the Brazilian government for the petrochemical sector in Brazil.

 

Information on deferred income tax and social contribution is presented in Note 20(c).

 

3.2              Fair value of derivative and non-derivative financial instruments

 

The Company evaluates the derivative financial instruments at their fair value and the main sources of information are the stock exchanges, commodities and futures markets, disclosures of the Central Bank of Brazil and quotation services like Bloomberg and Reuters. Nevertheless, the high volatility of the foreign exchange and interest rate markets in Brazil has been causing significant changes in future rates and interest rates over short periods of time, leading to significant changes in the market value of swaps and other financial instruments.

21

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

The fair values of non-derivative, quoted financial instruments are based on current bid prices. If the market for a financial asset and for unlisted securities is not active, the Company establishes fair value by using valuation techniques. These include the use of recent arm’s length transactions, reference to other instruments that are substantially the same, discounted cash flow analysis, and option pricing models that make maximum use of market inputs and rely as little as possible on information provided by the Company’s Management.

 

Information on derivative and non-derivative financial instruments is presented in Note 17.

 

3.3              Useful life of assets

 

The Company recognizes the depreciation and depletion of its long-lived assets based on their useful life estimated by independent appraisers and approved by the Company’s technicians taking into consideration the experience of these professionals in the management of Braskem’s plants. The useful lives initially established by independent appraisers are normally reviewed at the end of every year by the Company’s technicians in order to check whether they need to be changed. This review may take place during the year in case of possible non-recurring events.

 

The main factors that are taken into consideration in the definition of the useful life of the assets that compose the Company’s industrial plants are the information of manufacturers of machinery and equipment, level of the plants’ operations, quality of preventive and corrective maintenance and the prospects of technological obsolescence of assets.

 

The Company’s management also decided that (i) depreciation should cover all assets value because when the equipment and installations are no longer operational, they are sold by amounts that are immaterial; and (ii) land is not depreciated because it has an indefinite useful life.

 

The useful lives applied to the assets determined the following average (%) depreciation and depletion rates: 

 

     

Consolidated

     

2016

 

2015

Buildings and improvements

   

3.49

 

3.42

Machinery, equipment and installations

   

9.34

 

8.42

Mines and wells

   

8.83

 

8.89

Furniture and fixtures

   

10.36

 

10.48

IT equipment

   

20.53

 

20.55

Lab equipment

   

9.65

 

9.80

Security equipment

   

9.78

 

9.91

Vehicles

   

22.72

 

19.09

Other

   

18.97

 

18.98

 

Information on property, plant and equipment is presented in Note 13.

 

3.4              Impairment test and analysis

 

(a)               Tangible and intangible assets with defined useful lives

 

On the reporting date of each of its financial statements, the Company conducts an analysis to determine the existence of any indication that the book balance of long-lived tangible assets and intangible assets with defined useful lives may not be recoverable. This analysis is conducted to assess the existence of scenarios that could adversely affect its cash flow and, consequently, its ability to recover the investment in such assets. These scenarios arise from issues of a macroeconomic, legal, competitive or technological nature.

22

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

Some significant and notable aspects considered by the Company in this analysis include: (i) the possibility of an oversupply of products manufactured by the Company or of a significant reduction in demand due to adverse economic factors; (ii) the prospects of material fluctuations in the prices of products and inputs; (iii) the likelihood of the development of new technologies or raw materials that could materially reduce production costs and consequently impact sales prices, ultimately leading to the full or partial obsolescence of the industrial facilities of the Company; and (iv) changes in the general regulatory environment that make the production process of Braskem infeasible or that significantly impact the sale of its products. For this analysis, the Company maintains an in-house team with a more strategic vision of the business and also remains in permanent contact with a team of external consultants. If the aforementioned variables indicate any material risk to cash flows, the Management of Braskem conducts impairment tests in accordance with Note 3.4(b).

 

The Company’s assets are grouped initially under operating Segments, based on product lines and production site location. Within each Segment, assets are grouped into Cash-generating units (“CGU”), based solely on the production site location (country and, for Basic Petrochemicals, region in Brazil). Based on these concepts, the assets are grouped as follows:

 

Reportable operating segments:

 

Basic petrochemicals:

·           CGU UNIB Bahia: represented by assets of the basic petrochemicals plants located in the state of Bahia;

·           CGU UNIB South: represented by assets of the basic petrochemicals plants located in the state of Rio Grande do Sul;

·           CGU UNIB Southeast: represented by assets of the basic petrochemicals plants located in the states of Rio de Janeiro and São Paulo;

 

Polyolefins:

·           CGU Polyethylene: represented by assets of the PE plants located in Brazil;

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

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

 

Vinyls:

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

 

United States and Europe:

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

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

 

Mexico:

·           Represented by the assets of the ethylene and PE plants located in Mexico.

 

Discontinuation of the Chemical Distribution operating segment:

·           This segment was represented by the assets of the subsidiaries Quantiq and IQAG, and was discontinued based on the decision to divest such companies (Note 5).

 

(b)               Intangible assets with indefinite useful lives

 

The balances of goodwill from future profitability arising from business combinations are tested for impairment once a year. These tests are based on the projected cash generation for a five-year period, which are extracted from the business plan of the Company and cited in Note 3.1. In addition to the projected cash flow for the period from 2017 to 2021, perpetuity is also calculated based on the long-term vision and without considering growth in real terms for this calculation. Cash flows and perpetuity are adjusted to present value at a discount rate based on the Weighted Average Cost of Capital (“WACC”).

 

23

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

The goodwill allocated to the Polyolefins operating segment (Note 14 (a)) was generated in a business combination that resulted in the simultaneous acquisition of polypropylene and polyethylene plants. The main raw materials of these plants were already supplied by the Parent Company, which allowed for the obtainment of significant synergies in the operation. These synergies were one of the main drivers of that acquisition. Accordingly, the Company’s management tested this goodwill for impairment in the ambit of their operating segment since the benefits of the synergies are associated with all units acquired.

 

The remaining existing goodwill is allocated to the UNIB Sul CGU and to the Vinyls operating segment (Note 14(a)).

 

Goodwill from future profitability are presented in Note 14. Said note also presents the results of impairment tests.

 

3.5              Contingencies

 

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

 

The Management of Braskem, based on the opinion of its external legal advisors, classifies these proceedings in terms of probability of loss as follows:

 

Probable loss – these are proceedings for which there is a higher probability of loss than of a favorable outcome, i.e., the probability of loss exceeds 50%. For these proceedings, the Company recognizes a provision that is determined as follows:

 

(i)       labor claims – the amount of the provision corresponds to the amount to be disbursed as estimated by the Company’s legal counsels;

 

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

 

(iii)   other claims – the amount of the provision corresponds to the value of the matter.

 

Possible loss – these are proceedings for which the possibility of loss is greater than remote. The loss may occur, however, the elements available are not sufficient or clear to allow for a conclusion on whether the trend is for a loss or a gain. In percentage terms, the probability of loss is between 25% and 50%. For these claims, except for the cases arising from business combinations, the Company does not recognize a provision and mentions the most significant ones in a note to the financial statements (Note 23.2). In business combination transactions, in accordance with the provision in IFRS 3, the Company records the fair value of the claims based on the assessment of loss. The amount of the provision corresponds to the value of the matter, plus charges corresponding to the variation in the Selic rate, multiplied by the probability of loss, as determined by our external counsels.

 

The Company’s management believes that the estimates related to the outcome of the proceedings and the possibility of future disbursement may change in view of the following: (i) higher courts may decide in a similar case involving another company, adopting a final interpretation of the matter and, consequently, advancing the termination of the of a proceeding involving the Company, without any disbursement or without implying the need of any financial settlement of the proceeding; and (ii) programs encouraging the payment of the debits implemented in Brazil at the Federal and State levels, in favorable conditions that may lead to a disbursement that is lower than the one that is recognized in the provision or lower than the value of the matter.

 

24

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

The Company’s contingencies are presented in Note 23.

 

3.6              Hedge accounting

 

The Parent Company designated liabilities in foreign currency to hedge the future cash flows generated by its exports. This decision was based on two important concepts and judgments: (i) the performance of exports according to its business plan (Note 3.2), which are inherent to the market and business where it operates, and (ii) the ability of the Company to refinance its liabilities in U.S. dollar, since the priority financing in U.S. dollar is part of the Company’s guidelines and strategy. In addition to the ability to refinance its U.S. dollar liabilities, the maintenance of a minimum level of net liabilities in U.S. dollar is envisaged in the Financial Policy of the Company.

 

The subsidiary Braskem Idesa designated all of the financing it obtained for the construction of its industrial plant to protect part of its sales to be made in the same currency as said financing, the U.S. dollar. The sales estimate is included in the project that was presented to the banks/lenders, which, due to the consistency of the projection, granted Braskem Idesa a financing line to be paid exclusively using the cash generated by these sales. All the commercial considerations of the project were based on market studies conducted by expert consulting firms during the feasibility-analysis phase.

 

All hedge transactions conducted by the Company are in compliance with the accounting procedures and practices adopted by Braskem, and effectiveness tests are conducted for each transaction every quarter, which prove the effectiveness of its hedge strategy.

 

The Company determined that hedged items for the Parent Company and the subsidiary Braskem Idesa will be characterized by the first sales in U.S. dollars in each quarter until the amount designated for each period is reached (Note 17). The liabilities designated for hedge will be aligned with the hedging maturity schedule and the Company’s financial strategy.

 

Under the Financial Policy, the Company may contract financial derivatives (swaps, NDFs, options, etc.) to hedge against unwanted changes in currencies and rates. These derivatives may be designated for hedge accounting in accordance with Management's judgment and when the application is expected to provide a material improvement in the demonstration of the compensatory effect on the variations of the hedged items.

 

4                    Risk management

 

Braskem is exposed to market risks arising from variations in commodity prices, foreign exchange rates and interest rates, credit risks of its counterparties in cash equivalents, financial investments and trade accounts receivable, and liquidity risks to meet its obligations from financial liabilities.

 

Braskem adopts procedures for managing market and credit risks that are in conformity with its Financial Policy approved by the Board of Directors on August 9, 2010. The purpose of risk management is to protect the Company’s cash flows and reduce the threats to the financing of its operating working capital and investment programs.

 

4.1              Market risks

 

Braskem prepares a sensitivity analysis for foreign exchange rate and interest rate risks to which it is exposed, which is presented in Note 17.6.

25

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(a)               Exposure to commodity risks

 

Braskem’s main feedstocks (naphtha, ethane, propane and propylene) and main products (PE, PP and PVC) are commodities quoted on international markets. A series of factors determine the dynamics of these quotes and said dynamic impacts the result and cash generation of Braskem, which in general does not seek financial instruments to hedge against price fluctuations. 

 

(b)               Exposure to foreign exchange risk

 

Braskem has commercial operations denominated in or pegged to foreign currencies. Braskem’s inputs and products have prices denominated in or strongly influenced by international prices of commodities, which are usually denominated in U.S. dollar. Additionally, Braskem has long-term loans in foreign currencies that expose it to variations in the foreign exchange rate between the functional currency (Brazilian real, Mexican peso and Euro) and the foreign currency, in particular the U.S. dollar. Braskem manages its exposure to foreign exchange risk through the combination of debit, financial investments, accounts receivable and raw material purchases denominated in foreign currencies and through derivative operations. Braskem’s Financial Policy for managing foreign exchange risks provides for the maximum and minimum coverage limits that must be observed and which are continuously monitored by its Management.

 

On December 31, 2016, Braskem prepared a sensitivity analysis for its exposure to the risks of fluctuation in the U.S. dollar, as informed in Note 17.6.

 

(c)               Exposure to interest rate risk

 

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

 

In 2015 and 2016, Braskem held swap contracts (Note 17.3.1) in which it: receives the pre-contractual rate and pays the CDI overnight rate; and receives Libor and pays a fixed rate (Note 17.3.1(b.ii)).

 

On December 31, 2016, Braskem prepared a sensitivity analysis for the exposure to the floating interest rates Libor, CDI and TJLP, as informed in Notes 17.6(c.1) and (c.2).

 

4.2              Exposure to credit risk

 

The transactions that subject Braskem to the concentration of credit risks are mainly in current accounts with banks, financial investments and trade accounts receivable in which Braskem is exposed to the risk of the financial institution or customer involved. In order to manage this risk, Braskem maintains bank current accounts and financial investments with major financial institutions, weighting concentrations in accordance with the credit rating and the daily prices observed in the Credit Default Swap market for the institutions, as well as netting contracts that minimize the total credit risk arising from the many financial transactions entered into by the parties.

 

On December 31, 2016, approximately 23% of the amounts held in “Cash and cash equivalents” (Note 6) were allocated to financial institutions that had compensation agreements with the Company. The obligations covered by these agreements are included under “Borrowings” (Note 15). The effective netting of these amounts is possible only in the event of default by one of the parties.

 

26

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

With respect to the credit risk of customers, Braskem protects itself by performing a rigorous analysis before granting credit and obtaining secured and unsecured guarantees when considered necessary including credit insurance.

 

The maximum exposure to credit risk of non-derivative financial instruments on the reporting date is the sum of their carrying amounts less any provisions for impairment losses. On December 31, 2016, the balance of trade accounts receivable was net of allowance for doubtful accounts (Note 8).

 

4.3              Liquidity risk

 

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

 

Braskem has two revolving credit lines for the purpose of managing liquidity risks, which may be used without restrictions in function of the Company’s credit quality or in case of deterioration in the macroeconomic scenario, in the amounts of: (i) US$750 million until December 2019; and (ii) US$500 million until September 2019. These credit facilities enable Braskem to reduce the amount of cash it holds. As of December 31, 2016, none of these credit lines had been used.

 

The table below shows Braskem’s financial liabilities, including amounts derived from the Leniency Agreement (Note 23.3), by maturity. These amounts are calculated from undiscounted cash flows and may not be reconciled with the balance sheet. 

 

       

 

 

Consolidated

       

Maturity

   
       

Until

 

Between one and

 

Between two and

 

More than

   
       

one year

 

two years

 

five years

 

five years

 

Total

                         

Trade payables

     

6,678,378

 

201,686

 

 

 

 

 

6,880,064

Borrowings

     

2,736,454

 

6,858,266

 

7,871,197

 

18,477,235

 

35,943,152

Braskem Idesa borrowings

     

985,004

 

1,622,544

 

2,248,464

 

8,707,034

 

13,563,046

Derivatives

     

29,042

 

861,302

   

 

 

890,344

Loan to non-controlling shareholder of Braskem Idesa

 

 

 

 

   

1,620,519

 

1,620,519

BNDESPAR (Note 25)

     

176,846

 

 

   

 

 

176,846

Leniency agreement (Note 23.3)

     

1,354,492

 

325,299

 

1,058,562

 

685,353

 

3,423,706

At December 31, 2016

     

11,960,216

 

9,869,097

 

11,178,223

 

29,490,141

 

62,497,677

 

4.4              Capital management

 

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

 

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

27

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

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

 

5                    Non-current held for sale assets and discontinued operations

 

On January 10, 2017, Management of the Company signed a sales agreement of Quantiq and its subsidiary IQAG, which was approved by the Brazilian anti-trust counsel (CADE). The presentation of the sale plan was made by Management during the second half of 2016 and the approval by the Board of Directors occurred on January 9, 2017.

 

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

 

Although the sale agreement was executed in January 2017, the consolidated financial statements of Quantiq and IQAG are presented as held-for-sale assets and discontinued operations, since Braskem had already received a firm offer by the buying party before December 31, 2016 and both the Company’s Management and its Board of Directors were committed to the sale plan.

 

The operating profits or losses of Quantiq and IQAG were presented in the segment information as operating segment “Chemical distribution.” The operating results of this segment were R$29,766 in 2016 and R$53,608 in 2015.

 

The results of Quantiq and IQAG for 2015 and 2016 are presented in the line “profit from discontinued operations” on the consolidated statements of operations. The assets and liabilities of these companies in December 31, 2016 are presented in the lines “non-current assets held-for-sale” and “non-current liabilities held-for-sale”, respectively.

 

28

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(a)               Assets and liabilities classified as held-for-sale

 

Consolidated balances sheets of Quantiq and IQAG.

 

                   

2016

Assets

                 
 

Cash and cash equivalents

           

76,146

 

Trade accounts receivable

           

65,626

 

Inventories

             

84,296

 

Taxes recoverable

             

45,859

 

Property, plant and equipment

           

61,037

 

Intangible assets

             

6,665

 

Other assets

             

20,075

Total assets

               

359,704

                     

Liabilities

                 
 

Trade payables

             

62,692

 

Payroll and related charges

           

11,170

 

Dividends

               

6,371

 

Taxes payable

             

7,064

 

Other payables

             

8,099

Total liabilities

             

95,396

 

29

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               Results from discontinued operations

 

Consolidated statements of operations of Quantiq and IQAG. 

 

                 

2016

 

2015

Net sales revenue

           

830,754

 

874,702

 

Cost of products sold and services provided

       

(674,619)

 

(702,696)

Gross profit

             

156,135

 

172,006

                       

Income (expenses)

                 
 

Selling and distribution

         

(45,938)

 

(38,856)

 

General and administrative

         

(77,258)

 

(59,327)

 

Other income (expenses), net

         

(608)

 

(25,029)

Operating profit

           

32,331

 

48,794

                       

Financial results

           

8,429

 

(31,967)

                       

Profit before income tax and social contribution

       

40,760

 

16,827

                       
 

Current and deferred income tax and social contribution

     

(13,901)

 

(10,445)

                       

Result with discontinued operations

         

26,859

 

6,382

                       
                       

Profit per share to the discontinued operations at the end of the year (R$)

         

Earnings per share - common

         

0.0337

 

0.0080

Earnings per share - preferred shares class "A"

       

0.0337

 

0.0080

Earnings per share - preferred shares class "B"

       

0.0337

 

0.0080

 

30

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(c)               Cash flow from discontinued operations

 

Consolidated cash flow statements of Quantiq and IQAG.

 

       

2016

 

2015

             

Profit before income tax and social contribution

   

40,760

 

16,827

Adjustments for reconciliation of profit

         
 

Depreciation, amortization and depletion

   

5,428

 

5,639

 

Interest and monetary and exchange variations, net

   

(867)

 

17,090

 

Other

   

93

 

61

       

 

 

 

       

45,414

 

39,617

             

Changes in operating working capital

   

41,642

 

(18,720)

Cash from operations

   

87,056

 

20,897

             

Acquisitions to property, plant and equipment

   

(5,491)

 

(8,749)

Other

   

 

 

214

       

 

 

 

Net cash used in investing activities

   

(5,491)

 

(8,535)

             

Short-term and long-term debt

         
 

Obtained

   

 

 

44,254

 

Payments

   

(57,543)

 

(2,121)

Related parties

   

 

 

 

 

Obtained

   

26,469

 

24,553

 

Payments

   

(35,094)

 

(24,646)

Dividends paid

   

(6,029)

 

(2,380)

       

 

 

 

Net cash provided (used) by financing activities

   

(72,197)

 

39,660

       

 

 

 

Increase in cash and cash equivalents

   

9,368

 

52,022

             

Represented by

         
 

Cash and cash equivalents at the beginning for the year

   

66,778

 

14,756

 

Cash and cash equivalents at the end for the year

   

76,146

 

66,778

       

 

 

 

Increase in cash and cash equivalents

   

9,368

 

52,022

 

6                    Cash and cash equivalents

 

         

Consolidated

 

Parent Company

         

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

             

Restated

 

Restated

     

Restated

 

Restated

Cash and banks

   

(i)

2,178,611

 

873,966

 

227,237

 

382,112

 

270,965

 

52,164

Cash equivalents:

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Domestic market

 

-

2,914,685

 

2,015,274

 

2,148,946

 

3,085,233

 

1,826,918

 

1,245,617

 

Foreign market

 

(i)

1,608,568

 

4,154,022

 

1,515,088

 

94,086

 

2,317,881

 

1,027,857

Total

     

6,701,864

 

7,043,262

 

3,891,271

 

3,561,431

 

4,415,764

 

2,325,638

                               

 

(i)         On December 31, 2016, it includes cash and banks of R$172,390 (R$96,830 on December 31, 2015) and cash equivalents of R$29,169 (R$37,809 on December 31, 2015) of the subsidiary Braskem Idesa, available for use exclusively in its project.

 

31

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

This item includes cash, bank deposits and highly liquid financial investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. Investments normally only qualify as cash equivalent if they have a short maturity of three months or less from the date of acquisition.

 

Cash equivalents in Brazil are mainly represented by fixed-income instruments and time deposits held by the FIM Jupiter fund. Cash equivalents abroad mainly comprise fixed–income instruments issued by first-class financial institutions (time deposit) with high market liquidity.

 

7                    Financial investments 

 

       

Consolidated

 

Parent Company

       

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

Loans and receivables

       

Restated

 

Restated

     

Restated

 

Restated

 

Time deposit investments

(i)

434,015

 

 

 

85,573

 

 

 

 

 

74,088

Held-for-trading

 

0

 

 

 

 

 

 

 

 

 

 

 

 

Letras financeiras do tesouro - LFT

(ii)

755,712

 

413,721

 

104,702

 

740,332

 

357,487

 

90,650

 

Other

 

0

756

 

1,172

 

4,155

 

754

 

1,172

 

4,155

Held-to-maturity

 

0

 

 

 

 

 

 

 

 

 

 

 

 

Quotas of investment funds in credit rights

0

 

 

46,193

 

42,495

 

 

 

46,193

 

42,495

Total

 

0

1,190,483

 

461,086

 

236,925

 

741,086

 

404,852

 

211,388

     

0

                   

Current assets

 

0

1,190,483

 

414,893

 

194,431

 

741,086

 

358,659

 

168,893

Non-current assets

 

0

 

 

46,193

 

42,494

 

 

 

46,193

 

42,495

Total

 

0

1,190,483

 

461,086

 

236,925

 

741,086

 

404,852

 

211,388

 

(i)    Time deposit given as cash collateral to fulfill the commitment of Braskem with the project finance of the subsidiary Braskem Idesa.

(ii)   Government bonds held-for-trading refers to Brazilian floating-rate government bonds (“LFTs”). These bonds have maturity above three months, immediate liquidity and expected realization in the short term.

 

8                    Trade accounts receivable

 

The Company’s billing period is generally 30 days; therefore, the amount of the trade accounts receivable corresponds to their fair value on the date of the sale. The Company realizes part of its trade accounts receivable through the sale of trade notes to funds that acquire receivables. These operations are not entitled to recourse, for which reason the trade notes are written-off at the moment of the operation. 

 

         

Consolidated

 

Parent Company

         

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

             

Restated

 

Restated

     

Restated

 

Restated

Costumers

                           
 

Domestic market

     

869,306

 

1,439,133

 

1,523,458

 

969,072

 

1,370,971

 

1,455,216

 

Foreign market

     

1,215,626

 

1,664,371

 

1,233,569

 

3,137,384

 

5,652,487

 

3,969,167

Allowance for doubtful accounts

   

(380,559)

 

(327,974)

 

(322,831)

 

(358,878)

 

(290,010)

 

(268,859)

Total

     

1,704,373

 

2,775,530

 

2,434,196

 

3,747,578

 

6,733,448

 

5,155,524

                               

Current assets

     

1,634,137

 

2,755,708

 

2,409,146

 

952,689

 

2,454,015

 

5,132,395

Non-current assets

     

70,236

 

19,822

 

25,050

 

2,794,889

 

4,279,433

 

23,129

Total

     

1,704,373

 

2,775,530

 

2,434,196

 

3,747,578

 

6,733,448

 

5,155,524

 

 

32

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

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

 

         

Consolidated

 

Parent company

         

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

             

Restated

 

Restated

     

Restated

 

Restated

                               

Accounts receivables not past due

   

1,668,063

 

2,486,662

 

1,973,466

 

3,578,195

 

6,192,896

 

4,049,912

Past due securities:

     

 

 

 

 

-

 

 

 

 

 

 

Up to 90 days

     

173,125

 

309,585

 

531,966

 

264,932

 

462,797

 

874,568

91 to 180 days

     

15,325

 

52,757

 

45,271

 

27,575

 

144,629

 

126,480

As of 180 days

     

228,419

 

254,500

 

206,324

 

235,754

 

223,136

 

373,423

         

2,084,932

 

3,103,504

 

2,757,027

 

4,106,456

 

7,023,458

 

5,424,383

Allowance for doubtful accounts

   

(380,559)

 

(327,974)

 

(322,831)

 

(358,878)

 

(290,010)

 

(268,859)

Total customers portfolio

   

1,704,373

 

2,775,530

 

2,434,196

 

3,747,578

 

6,733,448

 

5,155,524

 

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

 

         

Consolidated

 

Parent company

         

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

                               

Balance of provision at the beginning of the year

   

(327,974)

 

(322,831)

 

(282,753)

 

(290,010)

 

(268,859)

 

(200,794)

Provision in the year

     

(102,065)

 

(51,368)

 

(81,078)

 

(98,745)

 

(46,490)

 

(78,081)

Write-offs

     

38,499

 

46,225

 

41,000

 

29,877

 

25,339

 

35,819

Addition through merger of Braskem Qpar

   

 

 

 

 

 

 

 

 

 

 

(25,803)

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

 

10,981

 

-

 

 

 

 

 

 

 

 

Balance of provision at the end of the year

   

(380,559)

 

(327,974)

 

(322,831)

 

(358,878)

 

(290,010)

 

(268,859)

 

The methodology adopted by the Company for recognizing the provision for impairment is based on the history of losses and considers the sum of (i) 100% of the amount of receivables past due for over 180 days; (ii) 50% of the amount of receivables past due between 90 and 180 days; (iii) 100% of the amount of receivables under judicial collection (iv) all the receivables from the first renegotiation maturing within more than 24 months; and (v) 100% of the receivables arising from a second renegotiation with customers. Receivables from subsidiaries are not considered in this calculation. This methodology is revised on an annual basis by the Management of the Company.

 

 

9                    Inventories

 

         

Consolidated

 

Parent company

         

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

             

Restated

 

Restated

     

Restated

 

Restated

                               

Finished goods

   

-

3,444,898

 

4,017,910

 

3,932,380

 

2,314,755

 

3,431,501

 

2,542,808

Raw materials, production inputs and packaging

 

-

1,407,399

 

1,510,244

 

1,067,512

 

1,266,323

 

879,608

 

963,550

Maintenance materials

   

-

312,167

 

289,568

 

247,327

 

162,568

 

196,432

 

187,773

Advances to suppliers

   

(i)

103,267

 

315,234

 

346,885

 

82,618

 

304,816

 

324,893

Imports in transit and other

 

-

31,816

 

110,787

 

94,206

 

31,168

 

72,661

 

77,359

Total

     

5,299,547

 

6,243,743

 

5,688,310

 

3,857,432

 

4,885,018

 

4,096,383

                               

In current assets

   

-

5,238,014

 

6,108,697

 

5,619,322

 

3,795,899

 

4,749,972

 

4,027,395

In non-current assets

   

-

61,533

 

135,046

 

68,988

 

61,533

 

135,046

 

68,988

Total

     

5,299,547

 

6,243,743

 

5,688,310

 

3,857,432

 

4,885,018

 

4,096,383

 

(i)         In this item, includes advance to an electric power supplier that is being realized through a reduction in the electricity tariff between January 1, 2016 and January 31, 2022, of which R$15,069 in current and R$61,533 in non-current.

 

 

 

33

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Inventories of finished products are stated at average cost of purchase or production or the estimated price of sale or acquisition, excluding taxes, whichever is lower.

 

The value of finished products includes raw materials, ancillary and maintenance materials used, depreciation of industrial facilities, expenses with Company’s and third-party personnel involved in industrial production and maintenance, and logistics expenses with the transfer of these products from the plants to the sale terminals.

 

On December 31, 2016, finished products has lower value than the net realizable value and it is not necessary to record a provision. In 2015, a provision of R $2,875 was recorded. For this estimate, the Company considers the sell price projected for the period during which it expects to sell the product. This period is determined based on the historical data for the turnover of the respective inventory.

 

34

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

10                Related parties 

 

     

Consolidated

     

Balances at December 31, 2016

 

Balances at December 31, 2015

     

Associated companies, Jointly-controlled investment and Related companies

 

Associated companies, Jointly-controlled investment and Related companies

     

Odebrecht and

 

Petrobras and

         

Odebrecht and

 

Petrobras and

       

Balance sheet

 

subsidiaries

 

subsidiaries

 

Other

 

Total

 

subsidiaries

 

subsidiaries

 

Other

 

Total

Assets

                               

Current

                               
 

Trade accounts receivable

 

5,634

 

33,843

 

28,390

 

67,867

 

12,851

 

141,550

 

33,997

 

188,398

 

Inventories

 

 

 

5,434

 

 

 

5,434

 

138,619

 

 

 

 

 

138,619

 

Dividends and interest on capital

 

 

 

 

 

14,986

 

14,986

 

 

 

 

 

1,998

 

1,998

 

Other

 

50

 

 

 

 

 

50

 

 

 

9,927

 

580

 

10,507

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Advances to suppliers

 

 

 

 

 

 

 

 

 

58,443

 

 

 

 

 

58,443

 

Related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Intracompany loan

 

 

 

 

 

 

 

 

 

 

 

78,332

 

 

 

78,332

 

Other receivabels

 

 

 

 

 

 

 

 

 

 

 

66,301

 

 

 

66,301

Total assets

 

5,684

 

39,277

 

43,376

 

88,337

 

209,913

 

296,110

 

36,575

 

542,598

                                   

Liabilities

                               

Current

                               
 

Trade payables

 

77,461

 

904,090

 

1,226

 

982,777

 

284,973

 

1,400,485

 

2,011

 

1,687,469

Total liabilities

 

77,461

 

904,090

 

1,226

 

982,777

 

284,973

 

1,400,485

 

2,011

 

1,687,469

                                   
     

Transactions between associated companies, jointly-controlled investment and related companies

     

Twelve-month period ended December 31, 2016

 

Twelve-month period ended December 31, 2015

     

Associated companies, Jointly-controlled investment and Related companies

 

Associated companies, Jointly-controlled investment and Related companies

     

Odebrecht and

 

Petrobras and

         

Odebrecht and

 

Petrobras and

       
     

subsidiaries

 

subsidiaries

 

Other

 

Total

 

subsidiaries

 

subsidiaries

 

Other

 

Total

Transactions

                               
 

Sales of products

 

49,051

 

2,023,815

 

562,709

 

2,635,575

 

64,093

 

1,620,335

 

475,836

 

2,160,264

 

Purchases of raw materials, finished goods

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

services and utilities

 

1,564,103

(i)

12,291,190

 

56,170

 

13,911,463

 

3,692,625

(i)

12,488,618

 

108,688

 

16,289,931

 

Financial income (expenses)

 

(21)

 

6,452

 

 

 

6,431

 

 

 

6,723

 

 

 

6,723

 

General and administrative expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Post-employment benefits plan ("EPE")

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Odebrecht Previdência Privada ("Odeprev")

 

 

 

 

 

41,845

     

 

 

 

 

44,466

 

44,466

 

(i)    Includes expenses with the Braskem Idesa project, of which R$734,263 related to fiscal year 2016,R$3,177,121 related to fiscal year 2015.

 

35

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               Parent Company 

 

     

Balances at December 31, 2016

     

Associated companies, Jointly-controlled investment and associated companies

 

Related companies

 

EPE

 

 

     

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

     

Odebrecht and

 

Petrobras and

 

FIM Sol and

   

Balance sheet

 

Inc.

 

Holanda

 

Holanda Inc

 

Petroquímica

 

America

 

Argentina

 

Other

 

subsidiaries

 

subsidiaries

 

FIM Júpiter

 

Total

Assets

                                           

Current

                                           
 

Cash and equivalents

   

 

   

 

   

2,668,701

 

2,668,701

 

Trade accounts receivable

   

189

   

2,223

 

24,212

 

97,060

 

95,583

 

5,634

 

32,152

   

257,053

 

Inventories

       

 

   

5,434

   

5,434

 

Dividends and interest on capital

       

16,435

     

31,421

 

Related parties

   

20

   

104,471

 

50,802

 

24

 

16,977

 

50

   

172,344

               

Non-current

 

 

         
 

Trade accounts receivable

 

2,523,072

 

112,330

   

88,615

   

2,724,017

 

Related parties

 

 

         

 

 

Loan agreements

 

14,378

         

94

   

14,472

Total assets

 

2,537,450

 

112,539

   

211,744

 

75,014

 

97,084

 

127,640

 

5,684

 

37,586

 

2,668,701

 

5,873,442

                                             

Liabilities

                                         

Current

                                         
 

Trade payables

 

25

 

 

     

15

   

34,682

 

886,775

   

921,497

 

Accounts payable to related parties

   

 

     

 

 

Advance to export

   

97,165

   

670,325

       

767,490

 

Other payables

     

189,106

   

13

     

189,119

                   

Non-current

 

 

 

 

             
 

Trade Payables

 

1,527,820

 

6,351,905

   

918,038

         

8,797,763

 

Accounts payable to related parties

               

 

 

Advance to export

   

7,951,033

   

270,505

         

8,221,538

 

Payable notes

 

12,515

 

 

 

 

           

12,515

Total liabilities

 

1,540,360

 

6,351,905

 

8,048,198

 

1,107,144

 

940,845

   

13

 

34,682

 

886,775

   

18,909,922

                                               
     

Twelve-month period ended December 31, 2016

     

Associated companies, Jointly-controlled investment and associated companies

 

Related companies

 

 

     

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

     

Odebrecht and

 

Petrobras and

       
     

Inc

 

Holanda

 

Holanda Inc

 

Petroquímica

 

America

 

Argentina

 

Other

 

subsidiaries

 

subsidiaries

 

Other

 

Total

Transactions

                                           
 

Sales of products

 

142,978

 

2,876,647

   

2,157,743

 

151,687

 

266,190

 

876,116

 

48,781

 

1,979,837

   

8,499,979

 

Purchases of raw materials, finished products services and utilities

 

160,378

 

4,724,595

   

3,548,904

   

62,347

 

810,574

 

11,268,019

   

20,574,817

 

Financial income (expenses)

 

(375,743)

 

394,646

 

1,404,690

 

(13)

 

114,417

 

(28,767)

 

(10,742)

 

(21)

 

6,453

   

1,504,920

 

General and administrative expenses - Odeprev

   

39,213

 

39,213

 

36

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

   

Balances at December 31, 2015

   

Associated companies, Jointly-controlled investment and associated companies

 

Related companies

 

EPE

 

 

   

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

     

Odebrecht and

 

Petrobras and

 

FIM Sol e

   

Balance sheet

Inc.

 

Holanda

 

Holanda Inc

 

Petroquímica

 

America

 

Austria

 

Argentina

 

Other

 

subsidiaries

 

subsidiaries

 

FIM Júpiter

 

Total

Assets

                                             

Current

                                             
 

Cash and equivalents

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,461,914

 

1,461,914

 

Trade accounts receivable

 

 

645,621

 

 

 

144,433

 

38,890

 

 

 

202,937

 

66,976

 

12,851

 

138,226

 

 

 

1,249,934

 

Inventories

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

138,619

 

 

 

 

 

138,619

 

Dividends and interest on capital

 

 

 

 

 

 

84,150

 

 

 

 

 

 

 

3,505

 

 

 

 

 

 

 

87,655

 

Related parties

 

 

 

 

 

 

20,039

 

46,648

 

 

 

 

 

41,987

 

62

 

9,925

 

 

 

118,661

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Trade accounts receivable

4,261,535

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,261,535

 

Advances to suppliers

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

58,443

 

 

 

 

 

58,443

 

Related parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current accounts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loan agreements

16,541

 

 

 

 

 

 

 

 

 

 

 

 

 

113

 

 

 

78,332

 

 

 

94,986

 

Other receivables

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

29,659

 

 

 

29,659

Total assets

4,278,076

 

645,621

 

 

 

248,622

 

85,538

 

 

 

202,937

 

112,581

 

209,975

 

256,142

 

1,461,914

 

7,501,406

       

Liabilities

   

Current

   
 

Trade payables

 

3,643,417

 

 

 

686,084

 

21

   

2,862

 

27,715

 

1,381,150

 

 

 

5,741,249

 

Accounts payable to related parties

   

 

 

Advance to export

15,629

 

 

 

4,065,040

 

 

 

22,171

   

4,102,840

 

Other payables

 

9,538

   

149,520

 

689

   

35,148

 

 

 

 

 

 

 

194,895

               

Non-current

             

 

 

Trade Payables

3,280,511

             

3,280,511

 

Accounts payable to related parties

 

             

 

 

Advance to export

149,684

   

9,634,023

   

1,105,058

     

10,888,765

 

Payable notes

14,995

   

 

 

1,447

 

 

     

16,442

Total liabilities

3,460,819

 

3,652,955

 

13,699,063

 

837,051

 

1,127,939

 

 

 

 

 

38,010

 

27,715

 

1,381,150

 

 

 

24,224,702

                                                 
   

Twelve-month period ended December 31, 2015

   

Associated companies, Jointly-controlled investment and associated companies

 

Related companies

 

 

   

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

 

Braskem

     

Odebrecht and

 

Petrobras and

       
   

Inc

 

Holanda

 

Holanda Inc

 

Petroquímica

 

America

 

Austria

 

Argentina

 

Other

 

subsidiaries

 

subsidiaries

 

Other

 

Total

Transactions

                                           
 

Sales of products

205,900

 

3,142,740

   

2,395,057

 

35,447

 

 

 

234,457

 

681,102

 

57,770

 

1,513,391

   

8,265,864

 

Purchases of raw materials, finished products services and utilities

1,457,037

 

3,326,875

   

1,923,210

   

49,342

 

497,885

 

11,847,426

   

19,101,775

 

Financial income (expenses)

(869,178)

 

930,767

 

(6,370,438)

 

(113)

 

(367,263)

 

81,774

 

64,899

 

12,161

 

(3)

 

6,723

   

(6,510,671)

 

General and administrative expenses - Odeprev

 

41,589

 

41,589

 

37

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

As provided for in the Company’s bylaws, the Board of Directors has the exclusive power to decide on any contract with related parties, except to the purchase of raw materials that exceed R$5,000 per operation or R$15,000 altogether per year. This prevision encompasses contracts between the Parent Company and its subsidiaries with (i) any of its common shareholders and (ii) directors of the Company, its shareholder or its subsidiary or its respective related parties.

 

Pursuant to Brazilian Corporation Law n°6.404/76, officers and directors are prohibited from: (i) performing any acts of liberality with the use of the Company’s assets and in its detriment; (ii) intervening in any operations in which these officers and directors have a conflict of interest with the Company or in resolutions in which they participate; and (iii) receiving, based on their position, any type of personal advantage from third parties, directly or indirectly, without an authorization under the Bylaws or by the shareholders’ meeting.

 

As part of the control to identify related parties, the officers and directors of Braskem are asked, on an annual basis, if they or their direct family members have any kind of relevant interaction, equal to or greater than R$5,000 with companies that transact with Braskem and its subsidiaries. Such interaction may be in the form of holding an equity interest or participating in the management process of the company. For the years 2016 and 2015 the companies that were informed by the managers are considered in this note.

 

The related parties that have significant relationship with the Company are as follows:

 

Odebrecht and its direct and indirect subsidiaries:

·           Agro Energia Santa Luzia S.A.

·           Cetrel S.A. (“Cetrel”).

·           Construtora Norberto Odebrecht S.A. (“CNO”).

·           Odebrecht Agroindustrial Participações S.A.

·           Santo Antônio Energia S.A. (“SAESA”).

·           Usina Conquista do Pontal S.A.

 

Petrobras and its direct and indirect subsidiaries:

·           Petrobras: shareholder of Braskem.

·           Petrobras Distribuidora (“BR Distribuidora”).

·           Refinaria Alberto Pasqualini (“REFAP”).

 

Joint ventures of Braskem:

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

 

 

38

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The main agreements with related parties, in the period ended December 31, 2016 and December 31, 2015, except subsidiaries of the Company, are as follows:

 

·           Odebrecht and its subsidiaries:

 

(i)        In March 2016, an agreement was entered into with Usina Conquista do Pontal S.A., with Agro Energia Santa Luzia S.A. and with Odebrecht Agroindustrial Participações S.A. to ensure the continued supply of hydrous ethanol to the Company, with technical flexibilities and differentiated commercial conditions, through an advance duly restated by the market rate and guaranteed by Odebrecht S.A., the balance of which was fully settled during 2016. The price of hydrous ethanol is based on the Monthly Rate published by the Luiz de Queiroz College of Agriculture (ESALQ) Hydrous Fuel – São Paulo, in R$/liter, of the reference month and with a discount. The agreement has an estimated maximum amount of R$305,000 and is valid through April 30, 2017. On December 27, 2016, the Company signed an amendment modifying the type of invoicing for feedstock purchases for future delivery with payment by December 30, 2016. The amendment determines that the price practiced at time of delivery is the lesser of the ceiling established in the amendment and the reference established in the original contract.

 

(ii)      In July 2016, a service agreement was executed by Cetrel to treat wastewater produced by the Braskem industrial units located in the Camaçari Petrochemical Complex. The agreement has an estimated maximum value of R$77.000 and is valid through December 31, 2019.

 

(iii)    In August 2016, an electric power purchase agreement was executed with SAESA to supply Braskem’s industrial units. The agreement has an estimated maximum value of R$517,000 and is valid for 13 years as from January 1, 2017.

 

·           Petrobras and its subsidiaries:

 

(i)        On December 23, 2015, Braskem and Petrobras entered into an agreement for the annual purchase of 7 million tons of petrochemical naphtha for five years. This agreement includes commercial renegotiation rights for both parties as of the third year, in case of changes in certain market conditions. The established price is 102.1% of ARA international benchmark, which is the average price of inputs in the European ports of Amsterdam, Rotterdam and Antwerp).

 

(ii)      In February 2016, the agreement with Petrobras for the purchase of aliphatic solvent was extended until March 2017, under the same terms and conditions of the agreement signed in July 2015.

 

(iii)    As from June 2016, Braskem maintains agreements for the sale of gasoline to BR Distribuidora, which is renewed on a monthly basis. Sales in the year amount to R$474,472.

 

(iv)    In November 2016, the Company entered into an agreement with Petrobras for the purchase of 108,000 tons of polymer-grade propylene through REFAP, with duration of 5 years.

 

·           Joint ventures of Braskem:

 

(i)     In 2016, the sales of gasoil to RPR amounted to R$95,125. The product is used as feedstock in its diesel oil production process and the agreements were made on a spot basis.

 

39

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(ii)   Since March 2016, Braskem has had agreements for the sale of gasoline to RPR, renewable on a monthly basis. Sales in the year amount to R$264,615.

 

(c)               Key management personnel

 

The Company considers “Key management personnel” to be the members of the Board of Directors and the Executive Board, composed of the CEO and vice-presidents. Not all the members of the Executive Board are members of the statutory board.

 

   

Parent company and consolidated

Income statement transactions

 

2016

 

2015

Remuneration

       

Short-term benefits

 

44,277

 

46,562

Post-employment benefit

 

515

 

272

Total

 

44,792

 

46,834

 

11                Taxes recoverable 

 

         

Consolidated

 

Parent Company

         

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

             

Restated

 

Restated

     

Restated

 

Restated

                               

Parent Company and subsidiaries in Brazil

-

                       
 

IPI

 

-

 

38,909

 

23,996

 

20,456

 

37,859

 

22,615

 

16,945

 

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

(a)

 

495,339

 

403,842

 

413,066

 

420,625

 

310,754

 

307,689

 

ICMS - credits from PP&E

-

 

125,145

 

121,954

 

131,153

 

118,984

 

115,354

 

129,979

 

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

-

 

32,823

 

69,431

 

675,983

 

28,386

 

69,004

 

663,140

 

PIS and COFINS - credits from PP&E

-

 

253,503

 

230,030

 

244,194

 

242,475

 

217,482

 

232,510

 

Income tax and social contribution (IR and CSL)

(b)

 

605,058

 

958,567

 

706,427

 

487,079

 

792,981

 

611,684

 

REINTEGRA program

(c)

 

53,129

 

274,654

 

263,771

 

51,414

 

271,823

 

258,735

 

Federal supervenience

(d)

 

155,533

 

173,436

 

170,264

 

151,798

 

168,507

 

166,448

 

Other

 

-

 

1,046

 

14,281

 

9,217

 

2,694

 

6,309

 

5,648

     

-

   

Foreign subsidiaries

-

   
 

Value-added tax

-

 

132,152

 

277,751

 

547,947

 
 

Income tax (IR)

-

 

19,103

 

80,600

 

27,439

 
 

Other

-

 

2,628

 

1,559

 

1,336

 

Total

 

-

 

1,914,368

 

2,630,101

 

3,211,253

 

1,541,314

 

1,974,829

 

2,392,778

     

-

                       

Current assets

-

 

826,015

 

1,312,341

 

2,152,121

 

543,275

 

762,824

 

1,416,523

Non-current assets

-

 

1,088,353

 

1,317,760

 

1,059,132

 

998,039

 

1,212,005

 

976,255

Total

-

 

1,914,368

 

2,630,101

 

3,211,253

 

1,541,314

 

1,974,829

 

2,392,778

 

(a)               ICMS – normal operations

 

Accumulated ICMS credits over the past few years arises mainly from domestic sales subject to deferred taxation and export sales.

 

The Management of the Company has been prioritizing a series of actions to maximize the use of these credits and currently does not expect losses on their realization. These include the maintenance of the terms of the agreements with the states in which the Company produces petrochemical products in order to defer the ICMS tax levied on naphtha purchases, which increases the effective monetization of the balances.

 

40

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               IR and CSL

 

Accumulated IR and CSL arises from prepayments of these taxes and retentions on income from financial investments over the past few years.

The realization of these credits occurs in two ways: (i) offset of overdue or falling due liabilities related to taxes levied by the Federal Revenue Service; or (ii) cash reimbursement. Diverse tax refund claims were already filed with Brazil’s Federal Revenue Service.

 

(c)               REINTEGRA Program

 

The REINTEGRA program aims to refund to exporters the federal taxes levied on the production chain for goods sold abroad. The amount to be refunded is equivalent to the following percentages of all export revenue, in accordance with Federal Law 13,043/14 and Executive Order 8,543/15:

 

(i)    3%, between October 1, 2014 and February 28, 2015;

(ii)   1%, between March 1, 2015 and November 30, 2015;

(iii)   0.1% between December 1, 2015 and December 31, 2016;

(iv)   2% between January 1, 2017 and December 31, 2017; and

(v)     3% between January 1, 2018 and December 31, 2018.

 

Such credits may be realized in two ways: (i) by offsetting own debits overdue or undue related to taxes levied by the Federal Revenue Service; or (ii) by a cash reimbursement.

 

In the fiscal year ended December 31, 2016, the Company recognized credits in the amount of R$8,694 (R$102,273 in 2015) and offset the amount of R$230,220 (R$91,389 in 2015). In the Statement of operations, credits were recognized in the item “Cost of products sold.”

 

(d)               Federal supervenience

 

This item includes credits arising from legal discussions regarding the legality and constitutionality of various taxes and contributions in which the Company has already obtained a favorable ruling or has unquestionable precedents in its favor. These amounts will be realized after the use of other credits described above in this Note.

 

 

41

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

12                Investments in subsidiaries and jointly-controlled investments

 

(a)               Information on investments 

 

           

Parent company

                         
           

Interest in total and

 

Adjusted net profit (loss)

 

Adjusted

           

voting capital (%) - 2016

 

for the year

 

equity

           

Direct and indirect

 

2016

 

2015

 

2016

 

2015

                   

Restated

     

Restated

Subsidiaries

                       
 

Alclor

     

#

-

 

(1,248)

 

(3,053)

 

-

 

35,435

 

Braskem Alemanha

   

#

100.00

 

1,404,696

 

307,977

 

2,883,238

 

1,923,316

 

Braskem America

   

#

100.00

 

1,147,107

 

261,283

 

2,582,061

 

1,829,495

 

Braskem America Finance

   

#

100.00

 

1,099

 

913

 

(6,573)

 

3,065

 

Braskem Argentina

   

#

100.00

 

7,945

 

(10,993)

 

24,090

 

16,146

 

Braskem Austria

   

#

100.00

 

15

 

11,325

 

4,170

 

5,118

 

Braskem Austria Finance

   

#

-

 

-

 

(32)

 

-

 

75

 

Braskem Holanda

   

#

100.00

 

6,977

 

243

 

14,685

 

7,707

 

Braskem Holanda Finance

   

#

100.00

 

1,264,789

 

(204,498)

 

1,320,056

 

847,952

 

Braskem Holanda Inc

   

#

100.00

 

(16)

 

(11)

 

(25)

 

(12)

 

Braskem Finance

   

#

100.00

 

2,367

 

(131)

 

2,150

 

(158)

 

Braskem Idesa

   

#

100.00

 

44,647

 

76,476

 

(92,365)

 

(137,013)

 

Braskem Idesa Serviços

   

#

75.00

 

(1,270,899)

 

(418,634)

 

(4,071,517)

 

(1,991,690)

 

Braskem Inc.

   

#

75.00

 

4,350

 

5,659

 

9,241

 

8,860

 

Braskem México

   

#

100.00

 

(559,670)

 

344,665

 

283,909

 

843,579

 

Braskem México Sofom

   

#

100.00

 

32,994

 

124,398

 

173,590

 

206,806

 

Braskem México Serviços

   

#

100.00

 

3,691

 

1,861

 

8,667

 

1,566

 

Braskem Petroquímica

   

#

100.00

 

(265)

 

2,318

 

1,952

 

3,424

 

IQAG

     

#

100.00

 

57,669

 

342,495

 

2,081,901

 

2,018,696

 

Lantana

   

#

100.00

 

9,816

 

7,023

 

12,783

 

16,934

 

Petroquímica Chile

   

#

100.00

 

173

 

(336)

 

(874)

 

(1,047)

 

Quantiq

   

#

100.00

 

26,824

 

11,502

 

260,278

 

244,345

         

#

-

 

-

 

-

 

-

 

-

Jointly-controlled investment

   

#

-

 

-

 

-

 

-

 

-

 

RPR

   

#

33.20

 

86,682

 

24,784

 

175,896

 

145,551

 

Odebrecht Comercializadora de Energia S.A. ("OCE")

#

20.00

 

(5,720)

 

10,490

 

5,721

 

11,441

         

#

-

 

-

 

-

 

-

 

-

Associates

   

#

-

 

-

 

-

 

-

 

-

 

Borealis Brasil S.A. ("Borealis")

   

#

20.00

 

10,538

 

(3,914)

 

162,629

 

158,366

 

 

42

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               Changes in investments 

 

     

Dividends

 

Equity in results of investees

         

Non-current

 

Equity

 

Currency

   
 

Balance at

 

and interest

 

Effect

 

Adjustment of

 

Goodwill

     

assets

 

valuation

 

translation

 

Balance at

 

2015

 

on equity

 

of results

 

profit in inventories

 

amortization

 

Other

 

held for sale

 

adjustments

 

adjustments

 

2016

Subsidiaries and jointly-controlled investment

Restated

                                   
                                       

Domestic subsidiaries

                                     

Alclor

35,434

   

(35,434)

   

 

Braskem Petroquímica

2,088,595

 

(29,897)

 

57,669

 

10,679

 

(30,851)

 

35,434

   

2,131,629

Quantiq

243,847

 

(10,893)

 

26,824

 

4,099

 

35

   

(263,912)

   

 

RPR

48,329

 

(12,914)

 

28,780

     

(5,790)

   

58,405

OCE

2,289

 

-

 

(1,144)

     

1,145

 

2,418,494

 

(53,704)

 

112,129

 

14,778

 

(30,816)

     

(263,912)

 

(5,790)

   

2,191,179

                                     

Foreign subsidiaries

                                     

Braskem Alemanha

109,620

   

79,510

 

(302)

   

(93)

 

(25,834)

 

162,901

Braskem Argentina

13,166

   

7,945

 

274

     

 

 

21,385

Braskem Austria

5,117

   

15

 

 

     

(963)

 

4,169

Braskem Chile

7,004

   

6,977

 

704

     

 

 

14,685

Braskem Holanda

864,419

   

1,330,661

 

(59,580)

   

(1,044,020)

 

156,705

 

1,248,185

Braskem Inc.

839,745

   

(559,670)

 

3,834

     

 

 

283,909

Braskem México

206,806

   

32,994

 

 

     

(66,211)

 

173,589

 

2,045,877

   

898,432

 

(55,070)

   

(1,044,113)

 

63,697

 

1,908,823

                                       
 

4,464,371

 

(53,704)

 

1,010,561

 

(40,292)

 

(30,816)

 

 

 

(263,912)

 

(1,049,903)

 

63,697

 

4,100,002

                                       

Associates

35,500

 

(1,200)

 

2,053

   

(3,826)

   

32,527

Total

4,499,871

 

(54,904)

 

1,012,614

 

(40,292)

 

(30,816)

 

(3,826)

 

(263,912)

 

(1,049,903)

 

63,697

 

4,132,529

                                       
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated

     

Dividends

 

Equity in results of investees

         

Other

 

Equity

 

Currency

   
 

Balance at

 

and interest

 

Effect

 

Adjustment of

 

Provision

     

comprehensive

 

valuation

 

translation

 

Balance at

 

2015

 

on equity

 

of results

 

profit in inventories

 

for loss

 

Write-off

 

income

 

adjustments

 

adjustments

 

2016

Domestic subsidiaries

                                     

Borealis

31,673

 

(1,200)

 

2,053

       

32,526

OCE

2,289

 

 

 

(1,144)

       

1,145

RPR

48,328

 

(12,914)

 

28,780

     

(5,790)

 

 

 

58,404

Other

4,064

 

 

 

 

   

(3,826)

       

238

 

86,354

 

(14,114)

 

29,689

       

(3,826)

     

(5,790)

 

 

 

92,313

 

(c)               Breakdown of equity accounting results

 

   

Consolidated

 

Parent company

   

2016

 

2015

 

2016

 

2015

               

Restated

                 

Equity in results of subsidiaries, associate and jointly-controlled

 

29,738

 

2,219

 

972,322

 

592,730

Result with discontinued operations

 

-

 

-

 

(30,958)

 

(1,888)

Amortization of fair value adjustment

 

-

 

-

 

(30,816)

 

(31,521)

Provision for losses on investments

 

-

 

-

 

44,647

 

58,410

Dividends received

 

340

 

-

 

340

 

13

   

30,078

 

2,219

 

955,535

 

617,744

    

 

 

43

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(d)               Impact on the consolidation of Braskem Idesa

 

In compliance with IFRS 12, the Company is presenting the financial statements of the subsidiary in which the non-controlling shareholder holds interest, and the effects on the Company’s consolidated statements.

 

Balance sheet

 

Consolidated Braskem

           
     

without the effect of
Braskem Idesa consolidated

 

Braskem Idesa consolidated (i)

 

Eliminations

 

Consolidated

Assets

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

         

 

     

 

     

 

     

Restated

Curent

                               
 

Cash and cash equivalents

 

6,500,265

 

6,908,623

 

201,599

 

134,640

   

6,701,864

 

7,043,263

 

Financial investments

 

1,190,483

 

414,893

   

1,190,483

 

414,893

 

Trade accounts receivable

 

1,455,893

 

2,652,706

 

247,465

 

120,848

 

(69,221)

 

(17,846)

 

1,634,137

 

2,755,708

 

Inventories

 

4,862,571

 

5,935,568

 

375,443

 

173,129

   

5,238,014

 

6,108,697

 

Taxes recoverable

 

710,982

 

1,093,270

 

115,033

 

219,071

   

826,015

 

1,312,341

 

Other receivables

 

278,865

 

475,663

 

27,170

 

29,260

 

 

 

(57)

 

306,035

 

504,866

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

14,999,059

 

17,480,723

 

966,710

 

676,948

 

(69,221)

 

(17,903)

 

15,896,548

 

18,139,768

                                   

Non-current assets held for sale

 

359,704

   

359,704

 

-

                                   
     

15,358,763

 

17,480,723

 

966,710

 

676,948

 

(69,221)

 

(17,903)

 

16,256,252

 

18,139,768

Non-current

                               
 

Taxes recoverable

 

1,088,304

 

1,317,691

 

49

 

69

   

1,088,353

 

1,317,760

 

Deferred tax

 

189,613

 

2,379,250

 

1,463,502

 

825,416

   

1,653,115

 

3,204,666

 

Related parties

 

4,690,672

 

4,556,671

 

(ii)

(4,690,672)

 

(4,412,038)

 

 

 

144,633

 

Other receivables

 

648,511

 

800,169

 

29,823

 

32,011

   

678,334

 

832,180

 

Property, plant and equipment

 

18,814,175

 

19,683,454

 

11,171,400

 

15,134,641

(iii)

(648,865)

 

(717,806)

 

29,336,710

 

34,100,289

 

Intangible

 

2,667,708

 

2,806,734

 

141,379

 

80,870

   

2,809,087

 

2,887,604

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

28,098,983

 

31,543,969

 

12,806,153

 

16,073,007

 

(5,339,537)

 

(5,129,844)

 

35,565,599

 

42,487,132

                                   

Total assets

 

43,457,746

 

49,024,692

 

13,772,863

 

16,749,955

 

(5,408,758)

 

(5,147,747)

 

51,821,851

 

60,626,900

                                   

Liabilities and shareholders' equity

                               

Current

                               
 

Trade payables

 

6,335,452

 

11,962,001

 

278,905

 

429,400

 

(69,221)

 

(17,846)

 

6,545,136

 

12,373,555

 

Borrowings

 

2,594,463

 

1,969,993

   

2,594,463

 

1,969,993

 

Braskem Idesa Borrowings

   

10,437,791

 

302,266

   

10,437,791

 

302,266

 

Payroll and related charges

 

540,405

 

588,148

 

22,050

 

22,138

   

562,455

 

610,286

 

Taxes payable

 

611,231

 

968,308

 

12,849

 

34,965

   

624,080

 

1,003,273

 

Other payables

 

2,053,031

 

1,333,814

 

125,955

 

49,808

   

2,178,986

 

1,383,622

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

12,134,582

 

16,822,264

 

10,877,550

 

838,577

 

(69,221)

 

(17,846)

 

22,942,911

 

17,642,995

                                   

Non-current liabilities held for sale

 

95,396

             

95,396

 

 

                                   
     

12,229,978

 

16,822,264

 

10,877,550

 

838,577

 

(69,221)

 

(17,846)

 

23,038,307

 

17,642,995

                                   

Non-current

                               
 

Loan agreements

 

20,736,604

 

25,380,518

   

20,736,604

 

25,380,518

 

Braskem Idesa Borrowings

   

 

 

11,975,167

   

11,975,167

 

Accounts payable to related parties

   

4,698,881

 

4,372,482

(ii)

(4,698,881)

 

(4,372,482)

 
 

Non-controlling loan in Braskem Idesa

 

(v)

1,620,519

 

1,538,784

   

1,620,519

 

1,538,784

 

Provision for losses on subsidiaries

 

3,053,637

 

2,054,654

 

(iv)

(3,053,637)

 

(2,054,654)

 
 

Other payables

 

4,698,937

 

3,136,882

 

6,774

 

7,065

   

4,705,711

 

3,143,947

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

28,489,178

 

30,572,054

 

6,326,174

 

17,893,498

 

(7,752,518)

 

(6,427,136)

 

27,062,834

 

42,038,416

                                   

Shareholders' equity

                               
 

Attributable to the Company's shareholders

2,738,590

 

1,630,374

 

(3,430,861)

 

(1,982,120)

 

3,430,861

 

1,982,120

 

2,738,590

 

1,630,374

 

Non-controlling interest

                               
 

in Braskem Idesa

   

(1,017,880)

 

(684,885)

 

(1,017,880)

 

(684,885)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

2,738,590

 

1,630,374

 

(3,430,861)

 

(1,982,120)

 

2,412,981

 

1,297,235

 

1,720,710

 

945,489

                                   

Total liabilities and shareholders' equity

 

43,457,746

 

49,024,692

 

13,772,863

 

16,749,955

 

(5,408,758)

 

(5,147,747)

 

51,821,851

 

60,626,900

 

(i)         Consolidation of Braskem Idesa with its direct subsidiary Braskem Idesa Serviços.

(ii)       Loan from Braskem Holanda as part of shareholders’ contribution to the Braskem Idesa project.

(iii)      Adjustment corresponding to the capitalization of a portion of financial charges of the abovementioned loan.

(iv)      Provision recorded in the subsidiary Braskem Holanda for the negative shareholders' equity of Braskem Idesa.

(v)       Loan owed to the non-controlling shareholder as part of shareholders’ contribution to the project.

44

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Statement of operations

                               
     

Consolidated Braskem

           
     

Ex consolidated Braskem Idesa

 

Braskem Idesa consolidated

 

Eliminations

 

Consolidated

     

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

                                 

Restated

Net sales revenue

 

46,343,171

 

46,509,068

 

1,495,018

 

472,257

 

(174,201)

 

(101,336)

 

47,663,988

 

46,879,989

 

Cost of products sold

 

(34,134,381)

 

(36,308,267)

 

(970,459)

 

(486,832)

 

164,221

 

67,076

 

(34,940,619)

 

(36,728,023)

                                   
     

12,208,790

 

10,200,801

 

524,559

 

(14,575)

 

(9,980)

 

(34,260)

 

12,723,369

 

10,151,966

                                   

Income (expenses)

                               
 

Selling and distribution

 

(1,293,713)

 

(1,045,223)

 

(117,115)

 

(37,933)

 

 

 

 

 

(1,410,828)

 

(1,083,156)

 

General and administrative

 

(1,393,075)

 

(1,271,919)

 

(123,855)

 

(42,811)

 

39,731

 

34,260

 

(1,477,199)

 

(1,280,470)

 

Research and development

 

(162,010)

 

(169,635)

 

 

 

 

 

 

 

 

 

(162,010)

 

(169,635)

 

Results from equity investments

 

(923,096)

 

(723,337)

 

 

 

963

 

953,174

 

724,593

 

30,078

 

2,219

 

Other income (expenses), net

 

(3,621,215)

 

(727,519)

 

(130,948)

 

(3,685)

 

 

 

 

 

(3,752,163)

 

(731,204)

                                   
     

4,815,681

 

6,263,168

 

152,641

 

(98,041)

 

982,925

 

724,593

 

5,951,247

 

6,889,720

                                   

Financial results

                               
 

Financial expenses

 

(3,054,334)

 

(3,141,488)

 

(688,868)

 

(19,340)

 

172,240

 

(2,574)

 

(3,570,962)

 

(3,163,402)

 

Financial income

 

955,423

 

801,491

 

3,193

 

18,382

 

(268,494)

 

(234,940)

 

690,122

 

584,933

 

Exchange rate variations, net

 

(2,115,993)

 

795,543

 

(1,094,424)

 

(353,886)

 

 

 

(338,747)

 

(3,210,417)

 

102,910

                                   
     

(4,214,904)

 

(1,544,454)

 

(1,780,099)

 

(354,844)

 

(96,254)

 

(576,261)

 

(6,091,257)

 

(2,475,559)

                                   

Profit (loss) before income tax

                               

and social contribution

 

600,777

 

4,718,714

 

(1,627,458)

 

(452,885)

 

886,671

 

148,332

 

(140,010)

 

4,414,161

                                   
 

IR and CSL - current and deferred

 

(1,039,107)

 

(1,723,376)

 

423,061

 

63,022

 

 

 

 

 

(616,046)

 

(1,660,354)

                                   

Profit (loss) for the year of continued operations

 

(438,330)

 

2,995,338

 

(1,204,397)

 

(389,863)

 

886,671

 

148,332

 

(756,056)

 

2,753,807

                                   

Discontinued operations results

                               
 

Profit (loss) from discontinued operations

 

40,760

 

16,827

 

 

 

 

 

 

 

 

 

40,760

 

16,827

 

IR and CSL - current and deferred

 

(13,901)

 

(10,445)

 

 

 

 

 

 

 

 

 

(13,901)

 

(10,445)

     

26,859

 

6,382

 

 

 

 

 

 

 

 

 

26,859

 

6,382

                                   

Profit (loss) for the year

 

(411,471)

 

3,001,720

 

(1,204,397)

 

(389,863)

 

886,671

 

148,332

 

(729,197)

 

2,760,189

 

 

45

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Statement of cash flows

 

Consolidated Braskem

                       
     

Ex consolidated Braskem Idesa

 

Braskem Idesa consolidated

 

Eliminations

 

Consolidated

     

2016

 

2015

 

2016

 

2015

 

2016

 

2015

 

2016

 

2015

                                 

Restated

Profit (loss) before income tax and social contribution and
for the result with discontinued operations

 

641,537

 

4,735,541

 

(1,627,458)

 

(452,885)

 

886,671

 

148,332

 

(99,250)

 

4,430,988

                                   

Adjustments for reconciliation of profit (loss)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, amortization and depletion

 

2,381,160

 

2,125,050

 

331,691

 

746

 

(29,751)

 

 

 

2,683,100

 

2,125,796

 

Results from equity investments

 

923,096

 

722,374

 

 

 

 

 

(953,174)

 

(724,593)

 

(30,078)

 

(2,219)

 

Interest and monetary and exchange variations, net

 

1,464,918

 

2,209,202

 

1,615,334

 

973,375

 

(54,244)

 

 

 

3,026,008

 

3,182,577

 

Leniency agreement

 

2,853,230

 

 

 

 

 

 

 

 

 

 

 

2,853,230

 

 

 

Other

 

40,530

 

130,758

 

486

 

 

 

 

 

 

 

41,016

 

130,758

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     

8,304,471

 

9,922,925

 

320,053

 

521,236

 

(150,498)

 

(576,261)

 

8,474,026

 

9,867,900

                                   

Changes in operating working capital

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Held-for-trading financial investments

 

(649,535)

 

(144,955)

 

 

 

 

 

 

 

 

 

(649,535)

 

(144,955)

 

Trade accounts receivable

 

1,083,117

 

(311,326)

 

(126,617)

 

(49,136)

 

51,375

 

17,846

 

1,007,875

 

(342,616)

 

Inventories

 

966,974

 

(566,798)

 

(104,636)

 

65,064

 

 

 

 

 

862,338

 

(501,734)

 

Taxes recoverable

 

976,770

 

539,097

 

81,334

 

302,811

 

 

 

 

 

1,058,104

 

841,908

 

Other receivables

 

396,702

 

(52,880)

 

21,308

 

(23,995)

 

 

 

 

 

418,010

 

(76,875)

 

Trade payables

 

(4,052,705)

 

(1,308,889)

 

(150,495)

 

(191,553)

 

(51,375)

 

(17,846)

 

(4,254,575)

 

(1,518,288)

 

Taxes payable

 

(674,466)

 

293,090

 

382,335

 

(72,864)

 

 

 

 

 

(292,131)

 

220,226

 

Other payables

 

637,734

 

98,321

 

175,811

 

752,364

 

 

 

 

 

813,545

 

850,685

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash from operations

 

6,989,062

 

8,468,585

 

599,093

 

1,303,927

 

(150,498)

 

(576,261)

 

7,437,657

 

9,196,251

                                   
 

Interest paid

 

(1,323,294)

 

(1,086,166)

 

(215,224)

 

 

 

 

 

 

 

(1,538,518)

 

(1,086,166)

 

Income tax and social contribution paid

 

(1,152,847)

 

(232,302)

 

 

 

 

 

 

 

 

 

(1,152,847)

 

(232,302)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash generated by operating activities

 

4,512,921

 

7,150,117

 

383,869

 

1,303,927

 

(150,498)

 

(576,261)

 

4,746,292

 

7,877,783

                                   

Proceeds from the sale of fixed assets

 

564

 

1,282

 

 

 

 

 

 

 

 

 

564

 

1,282

Acquisitions to property, plant and equipment

 

(1,711,039)

 

(1,340,625)

 

(1,278,614)

 

(3,339,518)

 

150,498

 

576,261

 

(2,839,155)

 

(4,103,882)

Acquisitions of intangible assets

 

(35,780)

 

(20,106)

 

 

 

 

 

 

 

 

 

(35,780)

 

(20,106)

Other

 

33,497

 

2,441

 

 

 

 

 

 

 

 

 

33,497

 

2,441

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(1,712,758)

 

(1,357,008)

 

(1,278,614)

 

(3,339,518)

 

150,498

 

576,261

 

(2,840,874)

 

(4,120,265)

                                   

Short-term and long-term debt

                               
 

Obtained

 

4,107,626

 

5,481,546

 

 

 

 

 

 

 

 

 

4,107,626

 

5,481,546

 

Payments

 

(4,901,593)

 

(6,087,217)

 

 

 

 

 

 

 

 

 

(4,901,593)

 

(6,087,217)

Braskem Idesa borrowings

                               
 

Obtained

 

 

 

 

 

503,921

 

1,501,939

 

 

 

 

 

503,921

 

1,501,939

 

Payments

 

 

 

 

 

(469,282)

 

(510,715)

 

 

 

 

 

(469,282)

 

(510,715)

Related parties

                               
 

Obtained loans (payment of loans )

 

(882,158)

 

(898,213)

 

882,158

 

898,213

 

 

 

 

 

 

 

 

Dividends paid

 

(1,997,984)

 

(482,117)

 

 

 

 

 

 

 

 

 

(1,997,984)

 

(482,117)

Repurchase of treasury shares

 

 

 

(927)

 

 

 

 

 

 

 

 

 

 

 

(927)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net provided (used) in financing activities

 

(3,674,109)

 

(1,986,928)

 

916,797

 

1,889,437

 

 

 

 

 

(2,757,312)

 

(97,491)

                                   

Exchange variation on cash of foreign subsidiaries

 

541,734

 

(454,965)

 

44,908

 

(53,071)

 

 

 

 

 

586,642

 

(508,036)

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(332,212)

 

3,351,216

 

66,960

 

(199,225)

 

 

 

 

 

(265,252)

 

3,151,991

                                   

Represented by

                               
 

Cash and cash equivalents at the beginning for the year

 

6,908,623

 

3,557,407

 

134,639

 

333,864

 

 

 

 

 

7,043,262

 

3,891,271

 

Cash and cash equivalents at the end for the year

 

6,576,411

 

6,908,623

 

201,599

 

134,639

 

 

 

 

 

6,778,010

 

7,043,262

     

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

(332,212)

 

3,351,216

 

66,960

 

(199,225)

 

 

 

 

 

(265,252)

 

3,151,991

 

46

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

13                Property, plant and equipment

 

(a)               Change

 

     

Consolidated

     

Land

 

Buildings and

Improvements

 

Machinery,

Equipment and

Facilities

 

Projects and

Stoppage in

Progress (i)

 

Other

 

Total

                           

Cost

   

526,786

 

5,415,826

 

37,514,207

 

5,526,477

 

1,205,559

 

50,188,855

Accumulated depreciation/depletion

   

 

 

(904,325)

 

(14,537,865)

 

 

 

(646,376)

 

(16,088,566)

Balance as of December 31, 2015

   

526,786

 

4,511,501

 

22,976,342

 

5,526,477

 

559,183

 

34,100,289

                           

Acquisitions

 

 

528

   

69,378

 

2,372,332

 

108,493

 

2,550,731

Capitalized financial charges

 

 

 

   

 

 

367,780

 

 

 

367,780

Foreign currency translation adjustment

 

 

(44,467)

 

(1,193,660)

 

(3,020,354)

 

(597,286)

 

(14,349)

 

(4,870,116)

Transfers by concluded projects

 

(ii)

1,718

 

1,351,594

 

2,478,445

 

(3,960,360)

 

128,603

 

 

Other, net of depreciation/depletion

 

 

 

 

(701)

 

(9,984)

 

(199,829)

 

66,072

 

(144,442)

Depreciation / depletion

 

 

 

 

(221,649)

 

(2,275,513)

 

 

 

(103,224)

 

(2,600,386)

Non-current assets held for sale

 

(iii)

(12,910)

 

(28,013)

 

(9,402)

 

(13,149)

 

(3,672)

 

(67,146)

Net book value

 

 

471,655

 

4,419,072

 

20,208,912

 

3,495,965

 

741,106

 

29,336,710

Cost

 

 

471,655

 

5,530,714

 

36,804,409

 

3,495,965

 

1,404,759

 

47,707,502

Accumulated depreciation/depletion

 

 

 

 

(1,111,642)

 

(16,595,497)

 

 

 

(663,653)

 

(18,370,792)

Balance as of December 31, 2016

 

 

471,655

 

4,419,072

 

20,208,912

 

3,495,965

 

741,106

 

29,336,710

                           

 

(i)        On December 31, 2016, the main amounts included in this account refer to the expenses with planned shutdown maintenance in Brazil and plants abroad and which are in preparation or in progress (R$838,501), to the capitalized financial charges (R$225,273), to the spare parts inventories (R$520,224), to the strategic projects in Brazil (R$329,256), whose main project is related to the processing of Ethane at UNIB Bahia, to the expenses with strategic projects of Braskem America (R$431,986), such as the construction of the new UTEC plant. The remainder corresponds mainly to diverse projects aimed at maintenance of plants’ production capacity.

 

(ii)       Related mainly to expenses incurred with Braskem Idesa’s project, which were transferred to the definite accounts as follows: R$1,539,206 to “Machinery, equipment and installations” and R$1,289,425 to “Buildings and improvements.”

 

(iii)     Transfer of Quantiq and IQAG assets to “Non-current assets held for sale” (Note 5).

 

   

Parent Company

   

Land

 

Buildings and

Improvements

 

Machinery,

Equipment and

Facilities

 

Projects and

Stoppage in

Progress

 

Other

 

Total

                         

Cost

 

292,151

 

1,689,113

 

26,180,383

 

2,680,377

 

874,006

 

31,716,030

Accumulated depreciation/depletion

 

 

 

(878,387)

 

(13,728,457)

 

 

 

(567,108)

 

(15,173,952)

Balance as of December 31, 2015

 

292,151

 

810,726

 

12,451,926

 

2,680,377

 

306,898

 

16,542,078

                         

Acquisitions

 

358

   

156,984

 

1,096,163

 

10,573

 

1,264,078

Capitalized financial charges

     

 

 

105,849

 

 

 

105,849

Transfers by concluded projects

   

45,840

 

842,361

 

(990,934)

 

102,733

 

 

Other, net of depreciation/depletion

   

 

 

(9,662)

 

(68,998)

 

67,087

 

(11,573)

Depreciation / depletion

   

(58,479)

 

(1,784,111)

 

 

 

(94,715)

 

(1,937,305)

Net book value

 

292,509

 

798,087

 

11,657,498

 

2,822,457

 

392,576

 

15,963,127

Cost

 

292,509

 

1,734,953

 

26,981,068

 

2,822,457

 

993,980

 

32,824,967

Accumulated depreciation/depletion

 

-

 

(936,866)

 

(15,323,570)

 

 

 

(601,404)

 

(16,861,840)

Balance as of December 31, 2016

 

292,509

 

798,087

 

11,657,498

 

2,822,457

 

392,576

 

15,963,127

 

 

47

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The machinery, equipment and facilities of the Company require inspections, replacement of components and maintenance in regular intervals. The Company makes shutdowns in regular intervals that vary from two to six years to perform these activities. These shutdowns can involve the plant as a whole, a part of it, or even relevant pieces of equipment, such as industrial boilers, turbines and tanks. Shutdowns that take place every six years, for example, are usually made for the maintenance of industrial plants as a whole. Expenses with each scheduled shutdown are included in property, plant and equipment items that were the subject matter of the stoppage and are fully depreciated until the beginning of the following related stoppage. The expenditures with personnel, the consumption of small materials, maintenance and the related services from third parties are recorded, when incurred, as production costs. Property, plant and equipment items are depreciated on a straight-line basis. Projects in progress are not depreciated. Depreciation begins when the assets are available for use.

 

Based on the analysis cited in Note 3.4(a), the Management of Braskem believes that the plants will operate at their full capacity, or close to it, within the projected period, therefore impairment tests of these assets were not necessary. The prices of products manufactured by the Company are quoted in international markets, in the short or medium term, and adjust to the prices of raw materials to preserve the historical margins of the business.

 

In 2016, charges amounting to R$367,780 (2015 – R$787,371) were capitalized. The average rate of these charges in the year was 8.12% p.a. (7.80% p.a. in 2015).

 

(b)               Property, plant and equipment by country

 

     

2016

 

2015

 

1/1/2015

         

Restated

 

Restated

Brazil

   

16,939,745

 

17,637,392

 

18,434,300

Mexico

   

10,522,536

 

14,416,835

 

9,260,814

United States of America

   

1,668,399

 

1,748,282

 

1,155,696

Germany

   

205,650

 

297,278

 

218,753

Other

   

380

 

502

 

1,395

     

29,336,710

 

34,100,289

 

29,070,958

 

14                Intangible assets

 

   

Consolidated

 

Parent Company

   

Goodwill

                   
   

based on

         

Customers

       
   

expected future

 

Brands

 

Software

 

and Suppliers

       
   

profitability

 

and Patents

 

licenses

 

Agreements

 

Total

 

Total

Cost

-

3,187,722

 

298,438

 

536,786

 

795,782

 

4,818,728

 

4,173,401

Accumulated amortization

-

(1,128,804)

 

(100,782)

 

(336,029)

 

(365,509)

 

(1,931,124)

 

(1,601,060)

Balance as of December 31, 2015

-

2,058,918

 

197,656

 

200,757

 

430,273

 

2,887,604

 

2,572,341

 

-

                     

Acquisitions

-

 

 

 

35,780

 

 

 

35,780

 

33,272

Foreign currency translation adjustment

-

 

(37,074)

 

(10,186)

 

(23,183)

 

(70,443)

 

 

Transfers from property, plant and equipment
   projects and stoppage in progress

-

 

78,148

 

28,329

 

 

 

106,477

 

 

Other, net of amortization

-

 

 

 

(32)

 

289

 

257

 

(24,320)

Amortization

-

 

(10,098)

 

(45,690)

 

(88,135)

 

(143,923)

 

(60,050)

Non-current assets held for sale

(i)

(44)

 

 

 

(6,621)

 

 

 

(6,665)

 

 

Net book value

-

2,058,874

 

228,632

 

202,337

 

319,244

 

2,809,087

 

2,521,243

Cost

-

3,187,722

 

339,512

 

566,673

 

772,888

 

4,866,795

 

4,179,855

Accumulated amortization

-

(1,128,848)

 

(110,880)

 

(364,336)

 

(453,644)

 

(2,057,708)

 

(1,658,612)

Balance as of December 31, 2016

-

2,058,874

 

228,632

 

202,337

 

319,244

 

2,809,087

 

2,521,243

                         

Average annual rates of amortization

     

5.93%

 

31.37%

 

6.00%

       

 

(i)       Transfer of Quantiq and IQAG assets to “Non-current assets held for sale” (Note 5).

48

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The Company adopts the following accounting practice for each class of intangible assets:

 

(a)               Goodwill based on future profitability

 

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

 

Goodwill was systematically amortized until December 2008. As from 2009, it has been subject to annual impairment tests.

 

At the end of 2016, Braskem conducted this test using the value in use method (discounted cash flow) and did not identify any loss, as shown in the table below:

 

   

 

 

 

 

 

 

Consolidated

           

Book value

   
   

Allocated

 

Cash flow

 

(with goodwill

   
   

goodwill

 

(CF)

 

and work capital)

 

CF/Book value

CGU and operating segments

               

CGU - UNIB - South

 

926,854

 

7,312,051

 

1,991,908

 

3.7

Operating segment - Polyolefins

 

939,667

 

26,858,040

 

5,144,650

 

5.2

Operating segment - Vinyls

 

192,353

 

3,282,147

 

2,979,167

 

1.1

 

(i)    This item includes, in addition to goodwill, the long-lived assets and working capital of each operating segment.

 

The assumptions adopted to determine the discounted cash flow are described in Note 3.4(b). The WACC used was 13.08% p.a. For the Vinyls segment, an adjusted WACC of 14.14% p.a. was adopted for the 5 years of the projection, to reflect the tax incentive described in Note 29(a). To calculate the perpetuity of this segment, the same discount rate adopted by the other segments was used. The WACC adopted for 2015 was 13.91% p.a. The inflation rate adopted for perpetuity was 4.7%.

 

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

 

           

 

 

Consolidated

           

+0.5% on

 

-0.5% on

           

discount rate

 

perpetuity

CGU and operating segments

               

CGU - UNIB - South

         

6,978,365

 

6,951,557

Operating segment - Polyolefins

         

25,752,618

 

25,663,810

Operating segment - Vinyls

         

3,160,037

 

3,167,252

 

 

The main assumptions used for projecting cash flows are related to the projections for macroeconomic indicators, international prices and global and local demand in the countries where Braskem has production plants.

 

The macroeconomic indicators are provided by a widely recognized consulting firm and include items such as: exchange, inflation and interest rates, as well as other indicators.

 

49

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The prices of key petrochemical products are obtained from projections formulated by an international consulting firm. However, the final prices take into consideration meetings of specific internal committees and the knowledge of the Company’s experts in the formulation of references for each market. For the projected period, most of the prices projected internally were even more conservative than those originally projected by the international consulting firm.

 

As in the case of prices, global demand projections also are contracted from a specific consulting firm and, in the markets where the Company operates more directly, are considered additional variables for the composition of local demand.

 

In the Vinyls segment, whose main product is PVC, the amount of projected cash flow exceeded the book value of the assets by 10%. The main variables affecting this business are related to fluctuations in the exchange rate, international spreads (especially those related to the prices of naphtha, PVC and caustic soda) and Brazilian demand. Actual fluctuations in these important variables that differ from the Company’s projections could lead to an amount of cash flow that is less than the value of the assets. In this line, a reduction in the PVC spread in Brazilian real (taking into consideration the combined effect of exchange rates and international prices) of 4.3% or a reduction in local demand of 12.2% would result in a cash flow equivalent to the book value of the assets.

 

(b)               Intangible assets with defined useful lives

 

(b.1)    Trademarks and patents

 

The technologies acquired from third parties, including those acquired through business combination, are recorded at the cost of acquisition and/or fair value and other directly attributed costs, net of accumulated amortization and provision for impairment, when applicable. Technologies that have defined useful lives and are amortized using the straight-line method based on the term of the purchase agreement (between 10 and 20 years). Expenditures with research and development are accounted for in profit or loss as they are incurred.

 

(b.2)    Contractual customer and supplier relationships

 

Contractual customer and supplier relationships arising from a business combination were recognized at fair value at the respective acquisition dates. These contractual customer and supplier relationships have a finite useful life and are amortized using the straight-line method over the term of the respective purchase or sale agreement (between 14 and 28 years).

 

(b.3)    Software

 

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

 

(c)               Intangible assets by country

 

     

2016

 

2015

 

1/1/2015

         

Restated

 

Restated

Brazil

   

2,526,371

 

2,583,208

 

2,626,099

Mexico

   

141,379

 

80,870

 

 

United States of America

   

115,355

 

220,083

 

205,329

Germany

   

25,956

 

3,415

 

4,245

Other

   

26

 

28

 

55

     

2,809,087

 

2,887,604

 

2,835,728

 

50

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

15                Borrowings

 

                 

 

 

 

 

Consolidated

         

Annual financial charges

 

2016

 

2015

 

1/1/2015

Foreign currency

                 

Restated

 

Restated

 

Bonds

     

Note 15 (a)

     

14,216,539

 

17,004,617

 

11,776,438

 

Advances on exchange contracts

     

US dollar exchange variation + 3.30%

 

362,779

 

255,809

 

-

 

Export prepayment

     

Note 15 (b)

     

777,801

 

549,036

 

427,074

 

BNDES

     

Note 15 (c)

     

201,147

 

409,076

 

396,439

 

Export credit notes

     

Note 15 (d)

     

1,173,127

 

1,405,227

 

956,010

 

Working capital

     

US dollar exchange variation + 1.74% above Libor

 

1,644,487

 

1,907,145

 

633,104

 

Transactions costs

             

(199,570)

 

(237,127)

 

(251,020)

                 

18,176,310

 

21,293,783

 

13,938,045

                           
 

Current liabilities

             

1,128,524

 

764,524

 

525,241

 

Non-current liabilities

             

17,047,786

 

20,529,259

 

13,412,804

 

Total

             

18,176,310

 

21,293,783

 

13,938,045

                           

Local currency

                       
 

Export credit notes

     

Note 15 (d)

     

2,098,894

 

2,350,965

 

2,435,839

 

BNDES

     

Note 15 (c)

     

2,418,899

 

3,001,776

 

3,137,035

 

BNB/ FINAME/ FINEP/ FUNDES

     

6.19%

     

580,647

 

642,739

 

762,757

 

BNB/ FINAME/ FINEP/ FUNDES

     

TJLP + 1.90%

     

1,850

 

2,177

 

8,512

 

Fundo de Desenvolvimento do Nordeste (FDNE)

     

6.5%

     

46,991

 

51,939

 

51,090

 

Other

     

CDI + 0.04%

     

19,321

 

23,714

 

26,928

 

Transactions costs

             

(11,845)

 

(16,582)

 

(14,007)

                 

5,154,757

 

6,056,728

 

6,408,154

                           
 

Current liabilities

             

1,465,938

 

1,205,469

 

894,229

 

Non-current liabilities

             

3,688,819

 

4,851,259

 

5,513,925

 

Total

             

5,154,757

 

6,056,728

 

6,408,154

                           

Foreign currency and local currency

                       
 

Current liabilities

             

2,594,463

 

1,969,993

 

1,419,470

 

Non-current liabilities

             

20,736,604

 

25,380,518

 

18,926,729

 

Total

             

23,331,067

 

27,350,511

 

20,346,199

 
             

 

 

 

 

Parent company

                 

2016

 

2015

 

1/1/2015

Foreign currency

                       
 

Current liabilities

             

651,471

 

1,361,655

 

1,240,926

 

Non-current liabilities

             

2,774,213

 

3,355,752

 

2,349,741

                 

3,425,684

 

4,717,407

 

3,590,667

Local currency

                       
 

Current liabilities

             

1,465,938

 

1,205,469

 

894,025

 

Non-current liabilities

             

3,688,819

 

4,851,260

 

5,513,925

                 

5,154,757

 

6,056,729

 

6,407,950

                           

Foreign currency and local currency

                       

Current liabilities

             

2,117,409

 

2,567,124

 

2,134,951

Non-current liabilities

             

6,463,032

 

8,207,012

 

7,863,666

Total

             

8,580,441

 

10,774,136

 

9,998,617

 

 

51

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(a)                Bonds 

 

     

Issue amount

     

Interest

 

Consolidated

Issue date

 

 

US$

 

Maturity

 

(% per year)

 

2016

 

2015

September-2006

 

275,000

 

January-2017

 

8.00

 

188,325

 

225,637

June-2008

 

500,000

 

June-2018

 

7.25

 

433,766

 

539,327

May-2010

 

400,000

 

May-2020

 

7.00

 

156,985

 

188,088

May-2010

 

350,000

 

May-2020

 

7.00

 

1,152,440

 

1,380,764

October-2010

 

450,000

 

no maturity date

 

7.38

 

1,492,434

 

1,757,160

April-2011

 

750,000

 

April-2021

 

5.75

 

2,465,361

 

2,953,803

July-2011

 

500,000

 

July-2041

 

7.13

 

1,680,507

 

2,013,453

February-2012

 

250,000

 

April-2021

 

5.75

 

824,535

 

987,894

February-2012

 

250,000

 

no maturity date

 

7.38

 

829,130

 

976,200

May-2012

 

500,000

 

May-2022

 

5.38

 

1,643,662

 

1,969,307

July-2012

 

250,000

 

July-2041

 

7.13

 

840,254

 

1,006,727

February-2014

 

(i)

500,000

 

February-2024

 

6.45

 

1,672,760

 

2,004,171

May-2014

 

(ii)

250,000

 

February-2024

 

6.45

 

836,380

 

1,002,086

Total

   

5,225,000

         

14,216,539

 

17,004,617

 

(i)    Effective interest rate including transaction costs is 7.78% p.a.

(ii)   Effective interest rate including transaction costs is 7.31% p.a.

 

(b)                Export prepayments 

 

     

Initial amount

               
     

of the transaction

         

Consolidated

Issue date

 

 

(US$ thousand)

 

Maturity

 

Charges (% per year)

 

2016

 

2015

January-2013

   

200,000

 

November-2022

 

US dollar exchange variation + semiannual Libor + 1.10

 

391,923

 

549,036

May-2016

   

50,000

 

May-2017

 

US dollar exchange variation + quarterly Libor + 3.25

 

163,564

 

 

December-2016

   

68,000

 

November-2019

 

US dollar exchange variation + quarterly Libor + 2.60

 

222,314

 

 

Total

   

318,000

         

777,801

 

549,036

 

 

52

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(c)                 BNDES borrowings

 

               

 

 

Consolidated

Projects

 

Issue date

 

Maturity

 

Charges (% per year)

 

2016

 

2015

                     

Foreign currency

                   

Other

 

2006

 

October-2016

 

US dollar exchange variation + 6.94

   

3,204

Braskem Qpar expansion

 

2007/2008

 

April-2016

 

US dollar exchange variation + 6.89

   

2,426

Green PE

 

2009

 

July-2017

 

US dollar exchange variation + 6.71

 

9,024

 

29,352

Limit of credit II

 

2009

 

January-2017

 

US dollar exchange variation + 6.71

 

3,040

 

47,353

New plant PVC Alagoas

 

2010

 

January-2020

 

US dollar exchange variation + 6.71

 

81,169

 

128,806

Limit of credit III

 

2011

 

October-2018

 

US dollar exchange variation + 6.55 to 6.58

 

75,441

 

149,495

Butadiene

 

2011

 

January-2021

 

US dollar exchange variation + 6.58

 

32,473

 

48,440

               

201,147

 

409,076

                     

Local currency

                   

Other

 

2006

 

September-2016

 

TJLP + 2.80

   

13,501

Braskem Qpar expansion

 

2007/2008

 

February-2016

 

TJLP + 2.15 to 3.30

   

5,372

Green PE

 

2008/2009

 

June-2017

 

TJLP + 0.00 to 4.78

 

40,305

 

119,201

Limit of credit II

 

2009

 

January-2017

 

TJLP + 2.58 to 3.58

 

6,633

 

85,004

Limit of credit II

 

2009

 

January-2021

 

4.00 to 4.50

 

75,676

 

96,698

New plant PVC Alagoas

 

2010

 

December-2019

 

TJLP + 0.00 to 3.58

 

179,070

 

235,641

New plant PVC Alagoas

 

2010

 

December-2019

 

5.50

 

20,049

 

26,732

Limit of credit III

 

2011

 

December-2021

 

TJLP + 0.00 to 3.58

 

854,763

 

1,154,552

Limit of credit III

 

2011

 

December-2021

 

SELIC + 2.32 to 2.78

 

256,811

 

284,263

Limit of credit III

 

2011

 

December-2021

 

3.50 to 7.00

 

187,097

 

230,198

Butadiene

 

2011

 

December-2020

 

TJLP + 0.00 to 3.45

 

78,234

 

96,407

Finem

 

2014

 

March-2021

 

TJLP + 0.00 to 2.78

 

191,114

 

215,372

Finem

 

2014

 

March-2021

 

SELIC + 2.78

 

159,670

 

160,603

Finem

 

2014

 

March-2021

 

6.00

 

5,664

 

6,664

Limit of credit IV

 

2015

 

January-2022

 

TJLP + 0.00 to 2.62

 

177,646

 

140,024

Limit of credit IV

 

2015

 

January-2022

 

SELIC + 2.32

 

186,167

 

131,544

               

2,418,899

 

3,001,776

                     

Total

             

2,620,046

 

3,410,852

 

 

53

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(d)                Export credit notes (“NCE”)

 

 

   

Initial amount

         

 

 

Consolidated

Issue date

 

of the transaction

 

Maturity

 

Charges (% per year)

 

2016

 

2015

                     

Foreign currency

 

US$

               

November-2006

 

167,014

 

May-2018

 

Us dollar exchange variation + 8.10

 

257,127

 

308,069

April-2007

 

101,605

 

March-2018

 

Us dollar exchange variation + 7.87

 

165,983

 

198,782

May-2007

 

146,010

 

May-2019

 

Us dollar exchange variation + 7.85

 

246,084

 

294,840

January-2008

 

266,430

 

February-2020

 

Us dollar exchange variation + 7.30

 

503,933

 

603,536

   

681,059

       

 

1,173,127

 

1,405,227

           

 

     

Local currency

         

 

     

April-2010

   

October-2021

 

105% of CDI

 

36,628

 

36,653

June-2010

   

October-2021

 

105% of CDI

 

146,510

 

146,611

February-2011

   

October-2021

 

105% of CDI

 

146,510

 

146,611

April-2011

   

April-2019

 

112.5% of CDI

(i)

463,693

 

464,039

June-2011

   

October-2021

 

105% do CDI

 

58,604

 

58,644

August-2011

   

August-2019

 

112.5% of CDI

(i)

405,286

 

405,478

June-2012

   

October-2021

 

105% of CDI

 

73,255

 

73,305

September-2012

   

October-2021

 

105% of CDI

 

219,766

 

219,917

October-2012

   

October-2021

 

105% of CDI

 

62,267

 

62,310

February-2013

   

September-2017

 

8.00

 

101,161

 

101,118

February-2013

   

February-2016

 

8.00

 

 

 

101,248

February-2013

   

September-2017

 

8.00

 

50,429

 

50,440

February-2013

   

February-2016

 

8.00

 

 

 

101,118

March-2013

   

March-2016

 

8.00

 

 

 

50,253

June-2014

   

June-2017

 

8.00

 

50,933

 

50,010

June-2014

   

June-2017

 

8.00

 

17,848

 

17,504

June-2014

   

June-2017

 

8.00

 

10,199

 

10,002

September-2014

   

August-2020

 

108% of CDI

 

104,743

 

104,642

November-2014

   

November-2017

 

8.00

 

151,062

 

151,062

Total

         

 

2,098,894

 

2,350,965

                   

Total

             

3,272,021

 

3,756,192

 

(i)         The Company enters into swap transactions to offset the variation in the Interbank Certificate of Deposit (CDI) rate (Note 17.3.1 (b.i)).

 

54

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(e)                 Payment schedule

 

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

 

 

       

 

 

Consolidated

       

2016

 

2015

           

Restated

2017

     

 

 

1,737,741

2018

     

2,379,757

 

2,633,553

2019

     

3,310,384

 

3,321,210

2020

     

2,442,493

 

2,757,644

2021

     

3,667,632

 

4,257,587

2022

     

1,745,936

 

2,071,440

2023

     

13,772

 

7,950

2024

     

2,461,086

 

2,945,136

2025

     

3,839

 

3,613

2026

     

1,391

 

1,166

2027 and thereafter

     

4,710,314

 

5,643,478

Total

     

20,736,604

 

25,380,518

 

(f)                 Guarantees

 

Braskem gave collateral for part of its borrowings as follows:

 

       

Total

 

Total

   

Loans

 

Maturity

 

debt 2016

 

guaranteed

 

Guarantees

                 

BNB

 

December-2022

 

133,364

 

133,364

 

Mortgage of plants, pledge of machinery and equipment

BNB

 

August-2024

 

217,569

 

217,569

 

Bank surety

BNDES

 

January-2022

 

2,620,046

 

2,620,046

 

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

FUNDES

 

June-2020

 

111,835

 

111,835

 

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

FINEP

 

July-2024

 

117,879

 

117,879

 

Bank surety

FINAME

 

February-2022

 

1,850

 

1,850

 

Pledge of equipment

Total

     

3,202,543

 

3,202,543

   

 

 

55

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

16                Braskem Idesa borrowings

 

 

   

Initial value

               
   

of operation

         

 

 

Consolidated

Identification

 

US$

 

Maturity

 

Charges (% per year)

 

2016

 

2015

                     

Project finance

   

(i)

             

Project finance I

 

700,000

 

February-2027

 

Us dollar exchange variation + quarterly Libor + 3.25

 

2,274,754

 

2,720,874

Project finance II

 

189,996

 

February-2027

 

Us dollar exchange variation + 6.17

 

663,856

 

740,902

Project finance III

 

600,000

 

February-2029

 

Us dollar exchange variation + 4.33

 

1,911,857

 

2,334,133

Project finance IV

 

680,004

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 3.88

 

2,111,234

 

2,645,645

Project finance V

 

400,000

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 4.65

 

1,276,449

 

1,557,360

Project finance VI

 

89,994

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 2.73

 

286,480

 

349,464

Project finance VII

 

533,095

 

February-2029

 

Us dollar exchange variation + quarterly Libor + 4.64

 

1,701,229

 

2,075,524

Transactions costs

             

(104,157)

 

(173,240)

Total

 

3,193,089

         

10,121,702

 

12,250,662

                     
                     

Other borrowings

                   

VAT borrowings

   

(ii)

November-2029

 

2.00% above TIIE (*)

 

13,500

 

26,771

Borrowings for working capital

(iii)

August-2017

 

Us dollar exchange variation + quarterly Libor + 4.90

 

302,589

 

 

               

316,089

 

26,771

                     
               

10,437,791

 

12,277,433

                     

Current liabilities

             

10,437,791

 

302,266

Non-current liabilities

         

-

 

11,975,167

Total

             

10,437,791

 

12,277,433

 

(*)     TIIE – “Tasa de Interés Interbancaria de Equilibrio” – basic interest rate in Mexico, similar to the CDI overnight rate in Brazil.

 

(i)    Financing facility without recourse and with recourse limited to shareholders.

(ii)   Financing obtained in Mexican peso and paid exclusively through the refund of VAT.

(iii) Financing obtained in September 2016.

 

This kind of Project finance includes restrictive contractual clauses (covenants), customary in contracts of this nature.

 

At the reporting date as of December 31, 2016, these clauses were not being complied with part of this restrictive contractual clauses. In this sense, the entire balance of non-current liabilities, in the amount of R$9,491,686, was reclassified to current liabilities, in accordance with CPC 26 and its corresponding accounting standard IAS 1 (Presentation of Financial Statements).

 

According to the standards mentioned above, such reclassification is required when a contractual breach entitles creditors to request the immediate repayment of the obligations in the short-term. In this context, note that none of the its creditors has requested said immediate repayment of obligations and Braskem Idesa has been settling this obligation in accordance with its original maturity schedule.

 

Additionally, Braskem Idesa has already entered into agreements with its creditors to obtain approvals for said contractual breach in order to return the entire amount reclassified from current liabilities to non-current liabilities.

 

The payment schedule below shows the original long-term maturities, excluding the reclassification to current liabilities arising from the breach of contractual covenants mentioned previously.

 

56

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

   

2016

 

2015

2017

 

-

 

687,211

2018

 

709,793

 

840,247

2019

 

736,885

 

872,994

2020

 

864,149

 

1,025,621

2021

 

986,914

 

1,172,569

2022

 

822,235

 

977,593

2023

 

1,088,155

 

1,294,219

2024

 

1,177,017

 

1,400,843

2025

 

1,176,346

 

1,398,554

2026

 

1,035,586

 

1,210,426

2027 and thereafter

 

894,606

 

1,094,890

Total

 

9,491,686

 

11,975,167

 

 

17                Financial instruments

 

17.1          Fair Value

 

(a)               Fair value calculation

 

The fair value of financial assets and liabilities is estimated as the amount for which a financial instrument could be exchanged in an arm’s length transaction and not in a forced sale or settlement. The following methods and assumptions were used to estimate the fair value:

 

(i)      Held-for-trading and available-for-sale financial assets are measured in accordance with the fair value hierarchy (Level 1 and Level 2), with inputs used in the measurement processes obtained from sources that reflect the most recent observable market prices.

 

(ii)    Trade accounts receivable and trade payables correspond mostly to their respective carrying amounts due to the short-term maturity of these instruments. When purchase or sale prices include material financial charges, adjustment to present value is calculated.

 

(iii)  The fair value of borrowings is estimated by discounting future contractual cash flows at the market interest rate, which is available to Braskem in similar financial instruments.

 

(iv)  The fair value of bonds is based on prices negotiated in financial markets, plus the respective carrying amount of interests.

 

The fair values of the remaining assets and liabilities correspond to their carrying amount.

 

(b)               Fair value hierarchy

 

The Company adopts the IFRS 7 to measure the fair value of financial instruments recorded in the balance sheet; this requires disclosure in accordance with the following fair value measurement hierarchy:

 

Level 1 – fair value obtained through prices quoted (without adjustments) in active markets for identical assets or liabilities, such as the stock exchange; and

 

57

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Level 2 – fair value obtained from financial models using directly observable market data, such  as discounted cash flow, when the instrument is a forward purchase/sale or a swap contract, or such as the Black-Scholes model, when the instrument has the characteristics of an option.  To measure the credit risk of the parties involved in derivative instruments, Braskem uses CVA (Credit Valuation Adjustment) or DVA (Debit Valuation Adjustment) models, applied flow by flow on the mark-to-market value of each instrument. The Company adopts the ratings of the other parties for positive flows and its own rating for negative flows, both available in the market and disclosed by renowned rating agencies, as a necessary assumption to define the probability of default.

 

17.2          Non-derivative financial instruments and Leniency Agreement - consolidated

     

           

Fair value

 

Book value

 

Fair value

   

Note

 

Classification by category

 

hierarchy

 

2016

 

2015

 

2016

 

2015

                             

Cash and cash equivalents

 

6

                       

Cash and banks

             

2,178,611

 

873,966

 

2,178,611

 

873,966

Financial investments in Brazil

     

Held-for-trading

 

Level 2

 

 

 

605,770

 

 

 

605,770

Financial investments in Brazil

     

Loans and receivables

     

2,914,685

 

1,409,504

 

2,914,685

 

1,409,504

Financial investments abroad

     

Held-for-trading

 

Level 2

 

1,608,568

 

4,154,022

 

1,608,568

 

4,154,022

               

6,701,864

 

7,043,262

 

6,701,864

 

7,043,262

                             

Financial investments

 

7

                       

Time deposit investments

     

Loans and receivables

 

Level 2

 

434,015

 

 

 

434,015

 

 

Letras financeiras do tesouro - LFT

     

Held-for-trading

 

Level 2

 

755,712

 

413,721

 

755,712

 

413,721

Other

     

Held-for-trading

 

Level 2

 

756

 

1,172

 

756

 

1,172

Quotas of receivables investment fund

     

Held-to-maturity

     

 

 

46,193

 

 

 

46,193

               

1,190,483

 

461,086

 

1,190,483

 

461,086

                             

Trade accounts receivable

 

8

         

1,704,373

 

2,775,530

 

1,704,373

 

2,775,530

                             

Related parties credits

 

10

 

Loans and receivables

     

 

 

155,140

 

 

 

155,140

                             

Trade payables

             

6,746,822

 

12,430,703

 

6,746,822

 

12,430,703

                             

Borrowings

 

15

                       

Foreign currency - Bond

         

Level 1

 

14,216,539

 

17,004,617

 

12,509,981

 

14,434,854

Foreign currency - other borrowings

             

4,159,341

 

4,526,293

 

4,159,341

 

4,526,293

Local currency

             

5,166,602

 

6,073,310

 

5,166,602

 

6,073,310

               

23,542,482

 

27,604,220

 

21,835,924

 

25,034,457

                             

Braskem Idesa borrowings

 

16

         

10,541,948

 

12,450,673

 

10,541,948

 

12,450,673

                             

Loan ton non-controlling
shareholder of Braskem Idesa

 

19

         

1,620,519

 

1,538,784

 

1,620,519

 

1,538,784

                             

Leniency agreement

 

23.3 and 30

         

2,853,230

     

2,853,230

   
                             

Other payables (BNDESPAR)

 

25

         

176,846

 

273,294

 

176,846

 

273,294

 

 

 

58

 

 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

17.3          Derivative financial instruments designated and not designated for hedge accounting

 

17.3.1    Changes

   

                   

Net

         

Net

       

Operation characteristics

     

(Asset)/

         

(Asset)/

       

Principal exposure

     

Accumulated

 

Liability

 

Change in

 

Financial

 

Liability

Identification

 

Note

   

Derivatives

 

OCI (equity)

 

2015

 

fair value

 

settlement

 

2016

                                 

Non-hedge accounting transactions

                           

Exchange swap

   

Argentine peso

 

Dollar

     

(38,990)

 

4,154

 

34,836

 

Interest rate swaps

   

Fixed rate

 

CDI

     

8,351

 

(1,483)

 

(6,868)

 

US Dollar put option

 

17.3.1 (a.i)

 

Euro

 

Dollar

     

 

 

(4,184)

 

 

 

(4,184)

                   

(30,639)

 

(1,513)

 

27,968

 

(4,184)

                                 

Hedge accounting transactions

                               

Exchange swap

 

17.3.1 (b.i)

 

CDI

 

Dollar+Interests

 

540,628

 

1,107,125

 

(268,956)

 

18,930

 

857,099

Interest rate swaps

 

17.3.1 (b.ii)

 

Libor

 

Fixed rates

 

346,072

 

35,073

 

19,374

 

(54,713)

 

(266)

               

886,700

 

1,142,198

 

(249,582)

 

(35,783)

 

856,833

                                 

Derivatives operations

                               

Current assets

                 

(53,662)

         

(8,387)

Non-current assets

                 

(12,280)

         

(29,308)

Current liabilities

                 

57,760

         

29,042

Non-current liabilities

                 

1,119,741

         

861,302

                   

1,111,559

         

852,649

 

The counterparties in these contracts are constantly monitored based on the analysis of their respective ratings and Credit Default Swaps – CDS. Braskem has many bilateral risk mitigators in its derivative contracts, such as the possibility of depositing or requesting deposits of a guarantee margin from the counterparties it deems convenient.

 

Derivative financial instruments designated and not designated for hedge accounting are presented in the balance sheet at their fair value in an asset or liability account depending on whether the fair value represents a positive or a negative balance to Braskem, respectively, and are necessarily classified as "held-for-trading". The regular changes in the fair value are recognized as financial income or expense in the period in which they occur, except when designated and qualified for hedge accounting.

 

All hedge financial instruments held at December 31, 2016 were contracted on Over the Counter - OTC markets with large financial counterparties under global derivative contracts in Brazil or abroad and its fair value is classified as Level 2.

 

Braskem’s Financial Policy provides for the active management and continued protection of unwanted changes in currencies and rates arising from its operations and financial items, being able to contract financial derivatives (swaps, NDFs, options, etc). The other market risks are addressed on a case-by-case basis for each transaction. In general, Braskem assesses the need for hedging in the analysis of prospective transactions and seeks to customize the hedge and keeps it in place for the same period of the hedged transaction.

 

 

59

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

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

 

The effective portion of the changes in the fair value of hedge derivatives and of the exchange variation of financial liabilities designated and qualified as sales flow hedge is recognized in equity, under “Other comprehensive income”. These amounts are transferred to profit or loss for the periods in which the hedged item affects the financial results. The ineffective portion is recognized immediately in profit or loss as “Financial result.”

 

When a hedge instrument matures or is sold or when it no longer meets the criteria for hedge accounting, it is prospectively discontinued and any cumulative gain or loss in equity remains in equity and is recognized in financial result when the hedged item or transaction affects profit or loss. If the hedged item or transaction is settled in advance, discontinued or is not expected to occur, the cumulative gain or loss in equity is immediately transferred to financial result.

 

(a)               Non-hedge accounting transactions

 

(a.i)     Dollar put option

 

In September and October 2016, Braskem contracted derivative instruments to mitigate a portion of the exposure of its cash flow denominated in BRL. This hedge is aligned with Company's risk management strategy.

 

Identification

     

Hedge

 

Maturity

 

Fair value, net

 

Nominal value

 

(exchange rate R$ / US$)

   

2016

US dollar put option

 

602,000

 

3,0000 a 3,1000

 

Jan to Dec - 2017

 

(4,184)

Total

 

602,000

         

(4,184)

                 

Derivatives operations

               

Current assets

             

(4,184)

Total

             

(4,184)

 

(b)               Hedge accounting transactions

 

(b.i)     Exchange rate swap linked to NCEs

 

In line with the Company’s risk management strategy and based on its Financial Policy, the Management contracted swap operations to offset the CDI rate and currency risks arising from the financings mentioned in Note 15(d), by maintaining its exposure to long-term financial liabilities in the U.S. dollar.

 

To measure the fair value of derivatives, Braskem adopts PTAX disclosed by the Central Bank on December 31, 2016 as USD/BRL benchmark rate.

 

 

60

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

Identification

         

Maturity

   
     

Hedge

   

Fair value

 

Nominal value

 

Financial charges for year

   

2016

 

2015

Swap NCE I to III

 

400,000

 

Exchange variation + 6,15%

 

August-2019

 

438,201

 

556,806

Swap NCE IV to VII

 

450,000

 

Exchange variation + 4,93% to 7,90%

 

April-2019

 

418,898

 

550,319

Total

 

850,000

         

857,099

 

1,107,125

                     

Derivatives operations

                   

Current assets

             

(4,203)

 

(12,616)

Non-Current liabilities

             

861,302

 

1,119,741

Total

         

857,099

 

1,107,125

 

(b.ii)     Hedge operation by Braskem Idesa related to Project finance

 

              Interest rate swap linked to Libor

 

Identification

 

Nominal value

 

Hedge

 

Maturity

 

 

 

Fair value

 

US$

 

(interest rate per year)

   

2016

 

2015

Swap Libor I to VI

 

1,312,892

 

1.9825%

 

May-2025

 

(266)

 

35,073

Total

 

1,312,892

         

(266)

 

35,073

                     

Derivatives operations

                   

Non-Current assets

             

(29,308)

 

(12,280)

Current liabilities

             

29,042

 

47,353

Total

             

(266)

 

35,073

 

         

Braskem Idesa contracted swap operations with the purpose of offsetting part of the Libor variation arising from the financings mentioned in Note 16. This hedge operation shares the same guarantees with the Project finance.

 

 

17.4          Non-derivative financial liabilities designated to hedge accounting

 

(a.i)     Future exports in U.S. dollars

 

On May 1, 2013, Braskem S.A. designated non-derivative financial instrument liabilities, denominated in U.S. dollars, as hedge for the flow of its highly probable future exports. Thus, the impact of exchange rates on future cash flows in dollars derived from these exports will be offset by the foreign exchange variation on the designated liabilities, partly eliminating the volatility of results. The exchange rate on the date of the designation was US$ 1 : R$2.0017.

 

 

61

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

On December 31, 2016, exports that were designated and not yet realized are shown below:

 

 

 

 

 

 

 

Total nominal value

         

 

US$

 

 

 

 

 

 

 

2017

 

 

 

 

 

829,685

2018

 

 

 

 

 

787,894

2019

 

 

 

 

 

733,980

2020

 

 

 

 

 

724,000

2021

 

 

 

 

 

716,000

2022

 

 

 

 

 

719,000

2023

 

 

 

 

 

718,372

2024

 

 

 

 

 

688,854

 

 

 

 

 

 

5,917,785

 

The Company considers these exports in the selected period (2017/2024) as highly probable, based on the following factors:

 

 

The following table shows the changes in financial instruments designated for this hedge:

 

   

 

 

 

 

 

 

US$

       

Sales in

 

Hedge

   
   

Dec/2015

 

the year

 

discontinued

 

Dec/2016

                 

Designated balance

 

6,757,231

 

(839,447)

 

(616,685)

 

5,301,099

 

On December 31, 2016, the maturities of financial liabilities designated, within the scope of the consolidated balance sheet, were as follows:

 

 

 

 

 

 

 

Total nominal value

         

 

US$

 

 

 

 

 

 

 

2017

 

 

 

 

 

924,376

2018

 

 

 

 

 

1,145,148

2019

 

 

 

 

 

444,236

2020

 

 

 

 

 

570,782

2021

 

 

 

 

 

1,017,703

2022

 

 

 

 

 

510,000

2024

 

 

 

 

 

688,854

 

 

 

 

 

 

5,301,099

 

In order to maintain consistency between the parent company’s results and the consolidated results, the Company selected the hedge instruments with subsidiaries abroad observing the existence of guarantees arising from their operations with third parties. As a result, non-derivative financial liabilities in which the foreign subsidiary acted as an intermediary of the Parent Company in the operations were selected, which effectively maintained the essence of the transactions. Trade payables, especially naphtha, were also considered in the transaction.

 

62

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

To ensure the continuity of the hedging relationship, the Company plans to refinance and/or substitute these hedge instruments to adjust them to the schedule and value of the hedged exports. The rollover or replacement of the hedge instrument are provided for in IAS 39(paragraph 91). This explains the fact that liabilities designated for hedge are not necessarily equivalent to the exports designated in the year.

 

Considering the strong cash generation in recent quarters, the Management of the Company believed it was appropriate to advance the payment of dollar-denominated obligations, including liabilities designated for this hedge. As a result of the decision, the amount of US$616,685 related to the first hedge flows of 2017 was discontinued prospectively. Exchange variation on the discontinued amount, which is recorded under Shareholders' Equity as “Other comprehensive income” will be taken to net financial income (expenses) from January 2017 onwards, as the hedged exports are realized.

 

       

Conversion rate

       
   

Total nominal

 

at Inception

 

Closing rate

 

Gross nominal

   

value US$

 

R$/US$

 

R$/US$

 

value

                 

Hedge descontinued - First quarter 2017

 

201,277

 

2.0017

 

3.2400

 

249,241

Hedge descontinued - Second quarter 2017

208,135

 

2.0017

 

3.2015

 

249,720

Hedge descontinued - Third quarter 2017

 

207,273

 

2.0017

 

3.3302

 

275,362

               

774,323

 

The following table provides the balances of exchange variation recognized in the Company’s net financial income (expenses) due to the realization of exports designated for this hedge in the year ended December 31, 2016:

 

       

Conversion rate

       
   

Total nominal

 

at Inception

 

Closing rate

 

Gross nominal

   

value US$

 

MXN/US$

 

MXN/US$

 

value

                 

First quarter

 

206,951

 

2.0017

 

4.0399

 

421,808

Second quarter

 

210,752

 

2.0017

 

3.6408

 

345,444

Third quarter

 

210,835

 

2.0017

 

3.2723

 

267,887

Fourth quarter

 

210,909

 

2.0017

 

3.2476

 

262,772

               

1,297,911

 

The changes in foreign exchange variation and Income Tax and Social Contribution under “Other comprehensive income” of this hedge are as follows:

 

 

 

Exchange

     

Net

 

variation

 

IR and CSL

 

effect

           

At December 31, 2015

(12,859,687)

 

4,372,294

 

(8,487,393)

           

Exchange variation recorded in the period on OCI / IR and CSL

4,121,849

 

(1,401,429)

 

2,720,420

           

Exchange variation transferred to profit or loss / IR and CSL

1,297,911

 

(441,290)

 

856,621

           

At December 31, 2016

(7,439,927)

 

2,529,575

 

(4,910,352)

 

Given favorable market conditions, the Company may prepay or lengthen the maturity of designated liabilities to beyond the periods of the hedged exports. If these transactions do come to occur and cause any inefficiency to the hedge position, they must be discontinued due to their ineffectiveness. In this case, the exchange variation related to the period in which the hedge was effective will be recorded under “Other comprehensive income” until the exports are realized.

 

63

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

For the purposes of analyzing the prospective and retroactive effectiveness of the transactions, the Company used the dollar offset and volatility reduction methods, respectively.

 

The realizations expected for 2017 will occur through the payments of financial instruments in conformity with exports made, and the exchange variation recorded in “Other comprehensive income” will be written off to the financial results. For the first three quarters of the year, realizations will be realized at the discounted cash flow rates. The quarterly schedule of hedged exports in 2017 follows:

 

 

 

 

 

 

 

Total nominal

 

 

 

 

 

 

value US$

 

 

 

 

 

 

 

First quarter

 

 

 

 

 

201,277

Second quarter

 

 

 

 

 

208,135

Third quarter

 

 

 

 

 

207,273

Fourth quarter

 

 

 

 

 

213,000

 

 

 

 

 

 

829,685

 

(a.ii)       Liabilities related to the Project finance of future sales in U.S. dollar

 

On October 1, 2014, the subsidiary Braskem Idesa designated its liabilities in the amount of R$2,878,936 related to Project finance, denominated in U.S. dollar, as hedge instruments to protect highly probably future sales flows. Due to the disbursements by the project's financiers in 2015, Braskem Idesa designated new amounts in April and September 2015, of US$290,545 and US$23,608, respectively, for hedge accounting. Therefore, the impact of exchange variation on future flows of sales in U.S. dollar derived from these sales in dollar will be offset by the exchange variation on the designated liabilities, partially eliminating the volatility in the results of the subsidiary.

 

The Management of Braskem Idesa believes these future sales are highly probable, based on the following:

 

 

           

 

64

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

In December 31, 2016, designated and unrealized sales were as follows:          

        

 

 

 

 

 

 

 

Nominal value

 

 

 

 

 

 

US$

 

 

 

 

 

 

 

2017

 

 

 

 

 

183,253

2018

 

 

 

 

 

221,790

2019

 

 

 

 

 

229,270

2020

 

 

 

 

 

266,690

2021

 

 

 

 

 

303,392

2022

 

 

 

 

 

253,204

2023

 

 

 

 

 

333,093

2024

 

 

 

 

 

359,559

2025

 

 

 

 

 

357,903

2026

 

 

 

 

 

309,240

2027

 

 

 

 

 

152,103

2028

 

 

 

 

 

124,654

2029

 

 

 

 

 

31,164

 

 

 

 

 

 

3,125,315

 

            The following table shows the changes in financial instruments designated for this hedge in the year:

 

   

 

 

 

 

 

 

US$

       

Sales in

 

Hedge

   
   

Dec/2015

 

the year

 

discontinued

 

Dec/2016

                 

Designated balance

 

3,193,089

 

(67,729)

 

(12,141)

 

3,113,173

 

 

In December 31, 2016, the maturities of designated financial liabilities were distributed as follows:

 

 

 

 

 

 

 

Nominal value

         

 

US$

 

 

 

 

 

 

 

2017

 

 

 

 

 

182,927

2018

 

 

 

 

 

221,390

2019

 

 

 

 

 

228,850

2020

 

 

 

 

 

266,187

2021

 

 

 

 

 

302,816

2022

 

 

 

 

 

252,723

2023

 

 

 

 

 

332,458

2024

 

 

 

 

 

358,873

2025

 

 

 

 

 

357,221

2026

 

 

 

 

 

308,650

2027

 

 

 

 

 

150,419

2028

 

 

 

 

 

124,347

2029

 

 

 

 

 

26,312

 

 

 

 

 

 

3,113,173

 

In May 2016, Braskem Idesa prepaid US$12.230 of the Project Finance debit that was designated as hedge instrument. As a result of the decision, this amount was discontinued prospectively.

 

65

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The following table provides the balance of exchange variation of the discontinued amount net of realization already occurred in the year, which is recorded in Braskem Idesa’s shareholders’ equity under “Other comprehensive income” and will be transferred to financial income (expenses) according to the schedule of future hedged sales as they occur:

 

       

Conversion rate

           
   

Total nominal

 

at Inception

 

Closing rate

 

Total nominal

 

Gross nominal

   

value US$

 

MXN/US$

 

MXN/US$

 

value MXN

 

value

                     

Hedge descontinued

12,141

 

13.4541

 

17.9915

 

55,089

 

8,704

               

55,089

 

8,704

       

The following table provides the balances of exchange variation recognized in Braskem Idesa’s financial income (expenses) due to the realization of sales designated for this hedge in the year:

 

 

   

Total nominal

 

at Inception

 

Closing rate

 

Total nominal

 

Gross nominal

   

value US$

 

MXN/US$

 

MXN/US$

 

value MXN

 

value

                     

Second quarter

 

16,359

 

13.6635

 

18.1408

 

73,244

 

14,297

Third quarter

 

25,084

 

13.6651

 

18.4982

 

121,234

 

21,067

Fourth quarter

 

26,286

 

13.6653

 

19.2688

 

147,294

 

24,469

               

341,772

 

59,833

 

           

The changes in foreign exchange variation and Income Tax and Social Contribution under “Other comprehensive income” are as follows:

 

 

Exchange

     

Net

 

variation

 

IR

 

effect

           

At December 31, 2015

(2,246,820)

 

674,046

 

(1,572,774)

           

Exchange variation recorded in the period on OCI / IR

(1,995,065)

 

599,277

 

(1,395,788)

           

Exchange variation transferred to profit or loss / IR

59,833

 

(17,973)

 

41,860

           

At December 31, 2016

(4,182,052)

 

1,255,350

 

(2,926,702)

 

For the purposes of analyzing the prospective and retroactive effectiveness of the transactions, the Company used the dollar offset and volatility reduction coefficient methods, respectively.

 

The realizations expected for 2017 will occur in accordance with the payments under the Project finance, and the exchange variation recorded in “Other comprehensive income” will be written off to the financial results. Below is the quarterly schedule of hedged sales in dollar in 2017:

 

 

66

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

 

 

 

 

 

 

Nominal value

 

 

 

 

 

 

US$

First quarter

 

 

 

 

 

29,122

Second quarter

 

 

 

 

 

47,811

Third quarter

 

 

 

 

 

52,200

Fourth quarter

 

 

 

 

 

53,794

 

 

 

 

 

 

182,927

 

17.5          Credit quality of financial assets

 

(a)               Trade accounts receivable

 

Virtually none of Braskem’s clients have risk ratings assigned by credit rating agencies. For this reason, Braskem developed its own credit rating system for all accounts receivable from domestic clients and for part of the accounts receivable from foreign clients in Brazil and in abroad.

 

On December 31, 2016, the credit ratings for the domestic market were as follows:

 

 

 

 

 

 

(%)

 

 

 

2016

 

2015

1

Minimum risk

 

8.92

 

7.67

2

Low risk

 

39.98

 

42.84

3

Moderate risk

 

30.51

 

33.07

4

High risk

 

16.48

 

13.74

5

Very high risk

(i)

4.11

 

2.69

 

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

 

Default indicators:

 

 

Last 12 months

 

Domestic market

 

Export market

 

 

December 31, 2016

0.18%

 

0.04%

December 31, 2015

0.39%

 

0.70%

December 31, 2014

0.65%

 

0.18%

 

This calculation considers the amount of trade payables overdue more than 5 days for the domestic market and 30 days for the international market, divided by consolidated gross revenue in the last 12 months.

 

67

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               Other financial assets

 

In order to determine the credit ratings of counterparties of financial assets classified under cash and cash equivalents, held for trading, held to maturity and borrowings and receivables, Braskem uses the risk rating of agencies Standard & Poor’s, Moody’s and Fitch Ratings, within the limits established in its financial policy.

 

 

     

2016

 

2015

Financial assets with risk assessment

       

 

AAA

   

3,871,105

 

5,982,393

AA+

   

241,359

 

 

AA

   

5,370

 

27,753

AA-

   

654,232

 

163,188

A+

   

2,426,078

 

1,076,803

A

   

364,198

 

69,576

A-

   

209,175

 

137,479

BBB+

   

116,987

 

 

     

7,888,504

 

7,457,192

           

Financial assets without risk assessment

 

(i)

     

Quotas of investment funds in credit rights

   

 

 

46,193

Other financial assets with no risk assessment

   

3,843

 

963

     

3,843

 

47,156

           

Total

   

7,892,347

 

7,504,348

 

(i)         Investments approved by the Management of the Company, in accordance with the Financial Policy.

 

17.6          Sensitivity analysis

 

Financial instruments, including derivatives, may be subject to changes in their fair value as a result of the variation in commodity prices, foreign exchange rates, interest rates, shares and share indexes, price indexes and other variables. The sensitivity of the derivative and non-derivative financial instruments to these variables are presented below:

 

(a)               Selection of risks

 

On December 31, 2016, the main risks that can affect the value of Braskem’s financial instruments are:

 

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

·      Mexican peso/Brazilian real exchange rate;

·      Libor floating interest rate;

·      Selic interest rate;

·      CDI interest rate; and

·      TJLP interest rate.

 

For the purposes of the risk sensitivity analysis, Braskem presents the exposures to currencies as if they were independent, that is, without reflecting in the exposure to a foreign exchange rate the risks of the variation in other foreign exchange rates that could be directly influenced by it.

 

68

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               Value at risk

 

The value at risk of the derivatives held by Braskem which is defined as the loss that could result in one month as from December 31, 2016, with a probability of 5%, and under normal market conditions, was estimated by the Company at US$56,090 for the NCE exchange swap (Note 17.3.1(b.i)) and US$17,240 for the swap of Libor related to Braskem Idesa project (Note 17.3.1 (b.ii)).

 

(c)               Selection of scenarios

 

In accordance with CVM Instruction No. 475/08, Braskem included three scenarios in the sensitivity analysis, with one that is probable and two that represent adverse effects to the Company. In the preparation of the adverse scenarios, only the impact of the variables on the financial instruments, including derivatives, and on the items covered by hedge transactions, was considered. The overall impacts on Braskem’s operations, such as those arising from the revaluation of inventories and revenue and future costs, were not considered. Since Braskem manages its exposure to foreign exchange rate risk on a net basis, adverse effects from depreciation in the Brazilian real in relation to the U.S. dollar can be offset by opposing effects on Braskem’s operating results.

 

(c.1)     Probable scenario

 

The Focus Market Readout published by the Central Bank of Brazil on was used to create the probable scenario for the U.S. dollar/Brazilian real exchange rate, the Selic interest rate and the CDI interest rate, based on December 31, 2016. According to the Market Readout, at the end of 2017, the U.S. dollar will appreciate by 7.39% against the year-end PTAX exchange rate on December 31, 2016, while the Selic rate will reach 10.25% p.a. The Selic rate is used as benchmark for sensitivity analysis of the CDI rate.

 

The probable scenario for the TJLP is a decrease of 0.50% from the current rate of 7.5%, in line with the size of the Government’s most recent decisions to increase or decrease the rate.  The Market Readout does not publish forecasts for the Libor interest rate. Therefore, to determine the probable scenario, Braskem considered a 5% increase on current market levels.

 

 

69

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(c.2)     Possible and extreme adverse scenario

 

The sensitivity values in the table below are the changes in the value of the financial instruments in each scenario. 

 

 

 

Gain (losses)

       

Possible adverse

 

Extreme adverse

Instrument / Sensitivity

 

Probable

(25%)

 

(50%)

             

Brazilian real/U.S. dollar exchange rate

           

Bonds

 

(1,036,955)

 

(3,507,203)

 

(7,014,406)

BNDES

 

(14,868)

 

(50,287)

 

(100,574)

Working capital / structured operations

 

(208,267)

 

(704,404)

 

(1,408,807)

Export prepayments

 

(56,617)

 

(191,489)

 

(382,979)

Braskem Idesa borrowings

 

(770,523)

 

(2,606,073)

 

(5,212,145)

Financial investments abroad

 

(26,815)

 

(90,695)

 

(181,389)

Swaps

 

(124,276)

 

(430,272)

 

(740,442)

US Dollar put option

 

(3,221)

 

(4,184)

 

(4,209)

Financial investments abroad

 

266,277

 

900,607

 

1,801,214

             

Mexican peso/Brazilian real

           

Working capital / structured operations

 

(798)

 

(3,375)

 

(6,750)

             

Selic interest rate

           

BNDES

 

87,168

 

(87,020)

 

(183,619)

             

Libor floating interest rate

           

Working capital / structured operations

 

(2,647)

 

(13,235)

 

(26,470)

Export prepayments

 

(2,615)

 

(13,077)

 

(26,153)

Swaps

 

38,458

 

47,091

 

57,721

             

CDI interest rate

           

Swaps NCE

 

88,572

 

(83,961)

 

(172,843)

Swaps NCA

 

144,826

 

(147,583)

 

(314,493)

Financial investments in local currency

 

(145,683)

 

129,996

 

260,218

     

 

 

 

 

   

Probable

 

Possible adverse

 

Extreme adverse

Instrument / Sensitivity

 

8.0%

 

8.5%

 

9.0%

             

TJLP interest rate

           

BNDES

 

35,989

 

(36,686)

 

(74,079)

Other government agents

 

44

 

(45)

 

(91)

 

 

70

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

18                Taxes payable

  

       

 

 

 

 

Consolidated

 

 

 

 

 

Parent company

       

2016

 

2015

 

1/1/2015

 

2016

 

2015

 

1/1/2015

           

Restated

 

Restated

     

Restated

 

Restated

Brazil

                         
 

IPI

   

59,323

 

61,784

 

53,536

 

57,191

 

48,579

 

46,518

 

IR and CSL

   

222,680

 

427,880

 

260,785

 

119,573

 

283,242

 

257,158

 

ICMS

   

182,034

 

149,811

 

99,328

 

173,915

 

110,669

 

26,758

 

PIS and COFINS

   

59,105

 

66,332

 

61,085

 

58,252

 

58,831

 

56,475

 

Other

   

62,743

 

56,510

 

13,489

 

38,987

 

32,262

 

20,061

                             

Other countries

                         
 

IR

   

46,670

 

210,697

 

645

 

 

   
 

Value-added tax

   

15,622

 

56,975

 

4,576

 

 

   

Total

   

648,177

 

1,029,989

 

493,444

 

447,918

 

533,583

 

406,970

                             

Current liabilities

   

624,080

 

1,003,273

 

233,434

 

424,088

 

507,758

 

147,025

Non-current liabilities

   

24,097

 

26,716

 

260,010

 

23,830

 

25,825

 

259,945

Total

   

648,177

 

1,029,989

 

493,444

 

447,918

 

533,583

 

406,970

 

19                Loan to non-controlling shareholders of Braskem Idesa

 

The contribution made by the shareholders to the subsidiary Braskem Idesa project could be made via capital or subordinated loan (loan). The loan recorded under this item of the balance sheet is owed to the non-controlling shareholder of Braskem Idesa, and will be paid exclusively with the cash generation from the project. Because this loan is subordinated to Project Finance (Note 16), it will be paid only after the fulfillment of a series of obligations under the Project Finance. These obligations include, without limitation: (i) realization of the debit service payments due until said date; (ii) maintenance of a minimum balance in the project’s reserve accounts; and (iii) compliance with certain specific liquidity and coverage rates, both prospectively and retrospectively. The loan is denominated in U.S. dollar at an interest rate of 7% p.a., and the repayment schedule depends on the project’s cash generation and on the previously listed conditions.

 

 

71

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

20                Income tax and social contribution

 

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

 

       

Consolidated

 

Parent company

       

2016

 

2015

 

2016

 

2015

           

Restated

     

Restated

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

     

(140,010)

 

4,414,161

 

(171,011)

 

4,385,628

                     

IR and CSL at the rate of 34%

     

47,603

 

(1,500,815)

 

58,144

 

(1,491,114)

       

 

 

 

 

 

 

 

Permanent adjustments to the IR and CSL calculation basis

     

 

 

 

 

 

 

 

IR and CSL on equity in results of investees

     

10,227

 

755

 

324,883

 

201,018

Deferred tax losses and negative base

     

 

 

(10,253)

 

 

 

(10,253)

IR and CSL accrued in previous years

     

(46,460)

 

(7,686)

 

(21,275)

 

(7,686)

Interests on own capital

     

 

 

 

 

 

 

(34,457)

Fine in leniency agreement

     

(692,299)

 

 

 

(529,354)

 

 

Other permanent adjustments

   

(i)

64,883

 

(142,355)

 

(103,817)

 

(43,304)

                     

Effect of IR and CSL on results of operations

     

(616,046)

 

(1,660,354)

 

(271,419)

 

(1,385,796)

                     

Breakdown of IR and CSL:

                   
                     

Current IR and CSL

     

(898,845)

 

(391,968)

 

(89,862)

 

(2,724)

Deferred IR and CSL

     

282,799

 

(1,268,386)

 

(181,557)

 

(1,383,072)

Total

     

(616,046)

 

(1,660,354)

 

(271,419)

 

(1,385,796)

 

(i)       Includes the impact from the difference between IR/CSL tax rate in Brazil (34%) used for the preparation of this note and the tax rates in countries where the subsidiaries abroad are located, as follows:

 

 

         

Official rate - %

         

Headquarters

   
         

(Country)

 

2016

               

Braskem Alemanha

     

Germany

 

30.84

Braskem America e Braskem America Finance

     

USA

 

35.00

Braskem Argentina

     

Argentina

 

35.00

Braskem Austria e Braskem Austria Finance

     

Austria

 

25.00

Braskem Petroquímica Chile

     

Chile

 

24.00

Braskem Holanda, Braskem Holanda Finance e Braskem Holanda Inc

     

Netherland

 

25.00

Braskem Idesa, Braskem Idesa Serviços, Braskem México

         

 

Braskem México Serviços e Braskem México Sofom

     

Mexico

 

30.00

 

The effective rate is 440.00% (2015 – 37.60%), and at the Parent Company the effective rate is 158.70% (2015 – 31.60%).

 

This effective rate is related to the accrual made to pay the Leniency Agreement and consequent adjustments in the IR and CSL bases. Excluding this accrual, the effective rate would be 37.03% and at the Parent Company the effective rate would be 25.20%.

 

 

72

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

20.2          Deferred income tax and social contribution

 

The income tax (“IR”) and social contribution (“CSL”) recorded in the year are determined on the current and deferred tax basis. These taxes are calculated on the basis of the tax laws enacted at the balance sheet date in the countries where the Company operates and are recognized in the statement of operations, except to the extent they relate to items directly recorded in equity.

 

(a)               Breakdown of deferred IR and CSL

 

   

 

 

 

 

 

 

 

 

Consolidated

Assets

 

As of December

 31, 2015

 

Impact on the

 P&L

 

Impact on the

 equity

 

Transfer to

asset/libiality held

for sale

 

As of December

 31, 2016

   

Restated

               

Tax losses (IR) and negative base (CSL)

 

2,114,530

 

305,846

 

 

 

 

 

2,420,376

Goodwill amortized

 

6,017

 

(1,393)

 

 

 

 

 

4,624

Exchange variations

 

2,925,895

 

(2,460,948)

 

 

 

 

 

464,947

Temporary adjustments

 

59,092

 

1,244,019

 

(576,971)

 

(8,272)

 

717,868

Business combination

 

189,403

 

1,847

 

 

 

 

 

191,250

Deferred charges - write-off

 

20,848

 

(20,848)

 

 

 

 

 

 

   

5,315,785

 

(931,477)

 

(576,971)

 

(8,272)

 

3,799,065

                     

Liabilities

                   

Amortization of goodwill based on future profitability

 

735,019

 

32,258

 

 

 

 

 

767,277

Tax depreciation

 

815,243

 

52,679

 

 

 

 

 

867,922

Temporary adjustments

 

562,655

 

104,281

 

(346,227)

 

(3,718)

 

316,991

Business combination

 

217,182

 

(18,801)

 

 

 

 

 

198,381

Additional indexation PP&E

 

110,731

 

7,471

 

 

 

 

 

118,202

Hedge accounting

 

 

 

(1,336,747)

 

1,336,747

 

 

 

 

Amortization of fair value adjustments on 
       the assets from the acquisiton of Quattor

 

289,528

 

(25,720)

 

 

 

 

 

263,808

Other

 

153,589

 

(29,697)

 

 

 

 

 

123,892

   

2,883,947

 

(1,214,276)

 

990,520

 

(3,718)

 

2,656,473

                     

Net

 

2,431,838

 

282,799

 

(1,567,491)

 

(4,554)

 

1,142,592

                     

Presentation in the balance sheet:

                   

Non-current assets

 

3,204,666

 

 

 

 

     

1,653,115

(-) Non-current liabilities

 

772,828

             

510,523

 

      

 

   

 

 

 

 

 

 

Parent Company

Assets

 

As of December 31, 2015

 

Impact on the P&L

 

Impact on the equity

 

As of December 31, 2016

   

Restated

           
                 

Tax losses (IR) and negative base (CSL)

 

258,017

 

(42,604)

 

 

 

215,413

Goodwill amortized

 

6,017

 

(1,394)

 

 

 

4,623

Exchange variations

 

2,917,700

 

(2,460,884)

 

 

 

456,816

Temporary adjustments

 

832,210

 

507,471

 

 

 

1,339,681

Business combination

 

89,770

 

 

 

 

 

89,770

Deferred charges - write-off

 

20,848

 

(20,848)

 

 

 

 

   

4,124,562

 

(2,018,259)

 

 

 

2,106,303

                 

Liabilities

               

Amortization of goodwill based on future profitability

 

646,194

 

33,917

 

 

 

680,111

Tax depreciation

 

746,432

 

46,437

 

 

 

792,869

Temporary adjustments

 

11,703

 

(2)

 

 

 

11,701

Business combination

 

79,154

 

(2,195)

 

 

 

76,959

Additional indexation PP&E

 

110,731

 

(14,031)

 

 

 

96,700

Other

 

83,308

 

56,192

 

 

 

139,500

Amortization of fair value adjustments on
the assets from the acquisiton of Quattor

 

289,527

 

(23,524)

 

 

 

266,004

Hedge accounting

 

 

 

(1,933,496)

 

1,933,496

 

 

   

1,967,049

 

(1,836,702)

 

1,933,496

 

2,063,844

                 

Net

 

2,157,513

 

(181,557)

 

(1,933,496)

 

42,459

                 

 

73

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

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

(c)                                         

    

         

 

 

2016

         

Headquarters

 

 

 

IR and CSL

 

 

       

(Country)

 

Asset

 

Liability

 

Balance

                     

Assets

                   

Braskem S.A.

     

Brazil

 

2,106,303

 

(2,063,844)

 

42,459

Braskem Argentina

     

Argentina

 

6,745

   

6,745

Braskem Alemanha

     

Germany

 

36,932

   

36,932

Braskem Idesa

     

Mexico

 

1,463,502

   

1,463,502

Braskem México Serviços

     

Mexico

 

1,994

   

1,994

Braskem Petroquímica - business combination effects

 

Brazil

 

101,483

   

101,483

             

3,716,959

 

(2,063,844)

 

1,653,115

Liabilities

                   

Braskem Petroquímica - business combination effects

 

Brazil

 

 

 

(123,695)

 

(123,695)

Braskem Petroquímica

     

Brazil

 

81,971

 

(162,241)

 

(80,270)

Braskem America

     

Chile

 

 

 

(305,289)

 

(305,289)

Petroquímica Chile

     

USA

 

135

 

(1,404)

 

(1,269)

           

82,106

 

(592,629)

 

(510,523)

                       
                       
                       
         

 

 

2015

         

Headquarters

 

 

 

IR and CSL

 

 

         

(Country)

 

Asset

 

Liability

 

Balance

                     

Revised

Assets

                   

Braskem S.A.

     

Brazil

 

4,124,563

 

(1,967,050)

 

2,157,513

Braskem Argentina

     

Argentina

 

8,235

   

8,235

Braskem Alemanha

     

Germany

 

104,785

   

104,785

Braskem Idesa

     

Mexico

 

890,723

 

(65,306)

 

825,417

Braskem México Serviços

     

Mexico

 

2,894

 

 

 

2,894

Quantiq

     

Brazil

 

7,811

 

(1,623)

 

6,188

Braskem Petroquímica and Braskem Qpar - business combination effects

 

Brazil

 

99,634

 

 

 

99,634

             

5,238,645

 

(2,033,979)

 

3,204,666

                       

Liabilities

                   

Braskem Petroquímica and Braskem Qpar - business combination effects

 

Brazil

 

 

 

(138,029)

 

(138,029)

Braskem Petroquímica

     

Brazil

 

76,978

 

(160,774)

 

(83,796)

Petroquímica Chile

     

Chile

 

 

 

(550,953)

 

(550,953)

Braskem America

     

USA

 

125

 

(175)

 

(50)

             

77,103

 

(849,931)

 

(772,828)

 

    

The tax losses and negative social contribution bases do not expire under the Brazilian taxation regime, and tax losses do not expire in Germany.

           

 

74

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(c)        Realization of deferred income tax and social contribution

             

 

 

 

 

 

 

 

 

 

 

Consolidated

   

 

 

 

 

 

 

Parent company

 

 

 

 

Balance at

 

Realization

   

Balance at

 

Realization

       

December 31,

     

2018 and

 

2020 and

 

2022

   

December 31,

     

2018 and

 

2020 and

 

2022

Assets

 

Note

 

2016

 

2017

 

2019

 

2021

 

thereafter

   

2016

 

2017

 

2019

 

2021

 

thereafter

                                               

Tax losses (IR) and negative base (CSL)

 

(i)

 

2,420,376

 

155,551

 

881,149

 

871,224

 

512,452

   

215,413

 

19,954

 

98,964

 

92,975

 

3,520

Goodwill amortized

 

0.00

 

4,624

 

847

 

1,399

 

741

 

1,637

   

4,623

 

895

 

1,402

 

539

 

1,787

Exchange variations

 

(ii)

 

464,947

   

464,947

   

456,816

   

456,816

Temporary adjustments

 

(iii)

 

717,868

 

315,370

 

17,190

 

11,342

 

373,966

   

1,339,681

 

907,979

 

31,783

 

31,783

 

368,136

Business combination

 

(iv)

 

191,250

   

191,250

   

89,770

   

89,770

Total assets

     

3,799,065

 

471,768

 

899,738

 

883,307

 

1,544,252

   

2,106,303

 

928,828

 

132,149

 

125,297

 

920,029

                                               

Liabilities

                                             
                                               

Amortization of goodwill based on future profitability

(v)

 

767,277

   

767,277

   

680,111

   

680,111

Tax depreciation

 

(vi)

 

867,922

   

867,922

   

792,869

   

792,869

Temporary differences

 

(vii)

 

316,991

 

32,898

 

65,796

 

66,763

 

151,534

   

11,701

 

930

 

1,859

 

4,092

 

4,820

Business combination

 

(viii)

 

198,381

 

13,718

 

27,435

 

27,435

 

129,793

   

76,959

 

2,027

 

4,054

 

4,054

 

66,824

Additional indexation PP&E

 

(ix)

 

118,202

 

11,833

 

23,666

 

23,666

 

59,037

   

96,700

 

9,681

 

19,361

 

19,361

 

48,297

Amortization of fair value adjustments on
the assets from the acquisiton of Quattor

     

263,808

 

60,676

 

60,676

 

60,676

 

81,780

   

266,004

 

61,181

 

61,181

 

61,181

 

82,461

Other

     

123,892

 

15,730

 

31,460

 

31,460

 

45,242

   

139,500

 

15,730

 

31,460

 

31,460

 

60,850

Total liabilities

     

2,656,473

 

134,855

 

209,033

 

210,000

 

2,102,585

   

2,063,844

 

89,549

 

117,915

 

120,148

 

1,736,232

                                               

Net

     

1,142,592

 

336,913

 

690,705

 

673,307

 

(558,333)

   

42,459

 

839,279

 

14,234

 

5,149

 

(816,203)

 

Basis for constitution and realization:

 

(i)         In Brazil and Germany, the use of tax losses has limits to the taxable income for the year. In Brazil, this limit is 30%, whereas in Germany is 60%.

(ii)       In Brazil, the Company opted to tax exchange variation of assets and liabilities denominated in foreign currency under the cash method. Thus, this variation will be realized as assets and liabilities are received/paid. For accounting purposes, exchange variation is recognized under the accrual basis, which results in deferred IR and CSL.

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

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

(v)       Goodwill for the future profitability of the merged companies not amortized since the adoption of Law 11,638/07. Tax realization is associated with the write-off of goodwill to impairment or any other reason.

(vi)     For calculation of IR and CSL, assets are depreciated at rates higher than those used for accounting purposes. As tax depreciation is exhausted, these deferred IR and CSL start to be realized.

(vii)    Revenues whose taxation will occur in subsequent periods.

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

(ix)     Additional adjustment of property, plant and equipment, whose tax realization is based on the depreciation of assets.

 

Considering the limitations to the use of tax losses in Brazil and Germany and the known impacts on the position of deferred taxes, the Company estimates that it will be necessary to generate taxable income of around R$2,618,351 in the following years to realize its deferred tax assets registered on December 31, 2016.

 

Annually, the Company revises its projection of taxable income based on its Business Plan (Note 3.1). If this projection indicates that the taxable income will not be sufficient to absorb the deferred taxes, the amount corresponding to portion of the asset that will not be recovered is written off.

 

21                Advances from customers

 

Most of the amount under this item corresponds to an advance received in September 2016 by the subsidiary Braskem Holanda, of R$324,620 (US$100,000) linked to an agreement for the supply of basic petrochemical products, which will be delivered from January 2017 to December 2018.

75

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

22                Sundry provisions

 

           

Note

 

Consolidated

 

Parent company

               

2016

 

2015

 

2016

 

2015

Provision for customers rebates

   

(a)

 

41,475

 

46,929

 

24,167

 

22,606

Provision for recovery of environmental damages

 

(b)

 

254,040

 

127,227

 

228,618

 

112,886

Other

             

23,621

 

19,277

 

3,798

 

1,754

Total

             

319,136

 

193,433

 

256,583

 

137,246

                             

Current liabilities

           

112,891

 

93,942

 

87,084

 

67,190

Non-current liabilities

           

206,245

 

99,491

 

169,499

 

70,056

Total

             

319,136

 

193,433

 

256,583

 

137,246

 

(a)               Client bonus

 

Some sales agreements of Braskem provide for a rebate, in products, should some sales volumes be achieved within the year, six-month period or three-month period, depending on the agreement. The bonus is recognized monthly in a provision, assuming that the minimum contractual amount will be achieved. As it is recognized based on contracts, the provision is not subject to significant uncertainties with respect to their amount or settlement.  

 

(b)               Recovery of environmental damages

 

Braskem has a provision for future expenses for the recovery of environmental damages in some of its industrial plants. The amount provisioned corresponds to the best and most conservative estimate of the expenses required to repair the damages.

 

(c)               Changes in provisions

 

 

 

 

 

 

 

 

Consolidated

     

Recovery of

       
     

environmental

       
 

Bonus

 

damage

 

Other

 

Total

               

December 31, 2015

46,929

 

127,227

 

19,277

 

193,433

               

Additions, inflation adjustments and exchange variation, net

28,510

 

182,319

 

9,173

 

220,002

Write-offs through usage and payments

(33,964)

 

(55,506)

 

(4,829)

 

(94,299)

               

December 31, 2016

41,475

 

254,040

 

23,621

 

319,136

 

76

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

 

 

 

 

 

 

 

Parent company

     

Recovery of

       
     

environmental

       
 

Bonus

 

damage

 

Other

 

Total

               

December 31, 2015

22,606

 

112,886

 

1,754

 

137,246

               

Additions, inflation adjustments and exchange variation, net

24,199

 

167,119

 

3,827

 

195,145

Write-offs through usage and payments

(22,638)

 

(51,387)

 

(1,783)

 

(75,808)

             

 

December 31, 2016

24,167

 

228,618

 

3,798

 

256,583

                       

23                Contingencies

 

Braskem is a defendant in lawsuits and administrative proceedings arising from the normal course of its business. These claims are of a tax, labor and social security, civil and corporate nature. Proceedings assessed as having a probable chance of loss are provisioned for, as described in Note 3.5. Proceedings assessed as having a possible chance of loss are not provisioned for, except in relevant cases involving business combinations. Any changes in the understanding of the positioning of the courts could cause future impacts on the financial statements of the Company arising from such proceedings.

 

23.1          Claims with probable chance of loss and from business combination

           

     

Consolidated

 

Parent company

     

2016

 

2015

 

2016

 

2015

Labor claims

(a)

 

207,827

 

143,013

 

197,452

 

133,187

                   

Tax claims

(b)

               

Normal operations

                 

IR and CSL

   

11,462

 

16,832

 

11,462

 

16,832

PIS and COFINS

(i)

 

204,516

 

6,154

 

204,333

 

6,154

ICMS

   

39,604

 

22,601

 

39,604

 

22,601

Other tax claims

   

19,586

 

25,908

 

17,382

 

25,908

     

275,168

 

71,495

 

272,781

 

71,495

                   

Business Combination

                 

IR and CSL

   

45,656

 

40,223

 

PIS and COFINS

(ii)

 

51,052

 

44,771

 

51,052

 

44,771

ICMS - interstate purchases

(iii)

 

223,071

 

195,320

 

223,071

 

195,320

ICMS - other

   

16,379

 

14,364

 

16,379

 

14,364

     

336,158

 

294,678

 

290,502

 

254,455

                   

Corporate claims

(c)

 

105,175

 

12,708

 

105,175

 

12,708

                   

Civil claims and other

   

60,909

 

32,587

 

60,909

 

29,448

                   
     

985,237

 

554,481

 

926,819

 

501,293

 

(a)       Labor claims

 

The provision on December 31, 2016 is related to 632 labor claims, including occupational health and security cases (642 in 2015). The Company’s legal advisors estimate that the term for the termination of these types of claims in Brazil exceeds five years. The estimates related to the outcome of proceedings and the possibility of future disbursement may change in view of new decisions in higher courts.

 

77

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)       Tax claims

 

On December 31, 2016, the main claims are the following:

 

(i)                 Non-cumulative PIS and COFINS taxes

 

The Company is charged amounts arising from the compensation of non-cumulative PIS and COFINS tax credits that were not approved by the Federal Revenue Service, since it did not recognize the declared credits, due to: (i) differences between the amounts reported in the Statement of Calculation of Social Contributions (DACON) and those in the electronic files of tax invoices; (ii) amounts not recorded in the interim balance sheets, acquisitions not taxed for contributions, recording of a credit on a portion of IPI, failure to submit tax documents; and (iii) nonpayment of amounts stated as due in DACONs/Statements of Federal Tax Debits and Credits (DCTF).  The Company is also required to pay debits related to tax offsets made in Offset Statements (Dcomp) using credits in amounts exceeding those declared on the respective DACONs.

 

The Company’s external advisors, after considering the fragility of the cases and the precedents on the matters at the Administrative Council of Tax Appeals (“CARF”), evaluated that the disputes related to such matters have a probable likelihood of loss, and estimated the conclusion of administrative procedures in 2020.

 

In December 31, 2016 the balance this claim is R$202,304.

 

There are no judicial deposits or any other type of guarantee for these procedures, since they are still being discussed at the administrative level.

 

(ii)               PIS and COFINS taxes

 

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

 

·                Insufficient payment of COFINS for the period from March 1999 to December 2000, from February 2001 to March 2002, from May to July 2002 and September 2002 due to alleged calculation errors, and non-compliance with the widening the tax calculation base and increasing the contribution rate envisaged in Law 9,718/98;

 

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

 

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

 

·                Alleged non-taxation of revenue from foreign exchange variations, determined as a result of successive reductions in the capital of the associated company.

 

Guarantees were offered for these claims in the form of bank guarantee and finished products manufactured by the subsidiary Braskem Petroquímica, which, together, cover the amount of court claims. The Company’s management estimates that these cases should be terminated by 2020.

 

78

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(iii)             ICMS - interstate purchases

 

In 2009, the merged company Braskem Qpar was assessed by the Finance Department of the State of São Paulo for the payment, at the administrative level, of ICMS in view of allegedly committing the following violations:

 

·                Undue use of ICMS tax credits (i) in the amount of R$53,478, in the periods from February 2004 to August 2005, November 2005 to February 2006, and September 2006 to January 2008, due to the recording of credits indicated on the invoices for the sale of “acrylonitrile,” issued by Acrinor  Acrilonitrila do Nordeste S/A; (ii) in the amount of R$1,581, in the period from December 2004 to August 2005, arising from the undue recording of credits on invoices for the sale of methyl acrylate, issued by Proquigel Química S/A; and (iii) in the amount of R$3,105, in the period from August 2004 to November 2005, arising from the undue recording of credits in invoices for the sale of methyl methacrylate, issued by Proquigel Química S/A, since the products were to be exported, and therefore were exempt from payment of ICMS tax;

 

·                The fine for the abovementioned tax offense corresponds to 100% of the principal value recorded, as per Article 527, item II, sub-item “j” jointly with paragraphs 1 and 10 of RICMS/SP; 

 

·                Fine in the amount of 30% on R$480,389, due to the issue of invoices under CFOP 6,905, without the corresponding product shipment, based on the provisions of Article 527, item IV, sub-item “b” jointly with paragraphs 1 and 10 of RICMS/SP; and

·                Fine due to lack of presentation of tax documents requested under a specific deficiency notice, as per Article 527, item IV, sub-item “j” jointly with paragraphs 8 and 10 of RICMS/SP.

Discussions in the administrative sphere were ended in 2015, with the Company proposing lawsuits. Due to the favorable injunctions granted to the Company, in one of the claims, the São Paulo Treasury Department rectified the amount of the debit to apply interest for late payment and inflation adjustment limited to the SELIC basic interest rate, which resulted in the debit being reduced by 20%. In the other claim, the tax liability was suspended. A performance bond was offered as a guarantee for these claims. Management estimates that these cases should be concluded by 2022.

 

(c)        Corporate claims

 

On December 31, 2016, the main claim is related to an ordinary collection claim combined with a request for damages for losses, requesting the payment of dividends and a share bonus arising from the class "A" preferred shares of the dissolved company Salgema Indústrias Químicas S.A.

 

Once the claim was granted, the amount effectively owed by Braskem began to be calculated. During this phase, the judge recognized that dividends and bonus related to fiscal years prior to 1987 had become time-barred and were no longer owed by Braskem.

However, the Alagoas State Court of Appeals reviewed the decision and considered that amounts prior to such period also were owed. Against the decision, Braskem filed a Special Appeal with the Superior Court of Justice (STJ), which is pending trial.

 

During fiscal year 2016, Braskem recognized a provision of R$53,547 and there is no guarantee related to this claim.

 

79

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

23.2          Claims with possible chance of loss

 

The balance of contingent liabilities as of December 31, 2016 and 2015 is as follows:

 

     

 

 

Consolidated

     

2016

 

2015

           

Labor claims

(a)

 

6,307,214

 

5,858,112

Tax claims

(b)

 

580,623

 

587,861

Civil claims

(c)

 

494,965

 

361,760

Other lawsuits

(d)

 

166,297

 

214,336

Total

   

7,549,099

 

7,022,069

 

(a)               Tax

 

On December 31, 2016, the main tax contingencies, grouped by matter and totaling, at least, R$30 million, are the following:

 

(i)                 ICMS

 

The Company is involved in many ICMS collection claims related to assessment notices drawn up mainly by the Finance Department of the States of São Paulo, Rio de Janeiro, Rio Grande do Sul, Bahia and Alagoas. On December 31, 2016, the adjusted amounts of these claims total R$452 million and the claims include the following matters:

 

·           ICMS credit on the acquisition of assets that are considered by the Revenue Services as being of use and consumption. The Revenue Service understands that the asset has to be a physically integral part of the final product to give rise to a credit. Most of the inputs questioned do not physically compose the final product. However, the Judicial branch has a precedent that says that the input must be an integral part of the product or be consumed in the production process.

·           ICMS credit arising from the acquisition of assets to be used in property, plant and equipment, which is considered by the Revenue Services as not being related to the production activity, such as laboratory equipment, material for the construction of warehouses, security equipment, etc.

·           internal transfer of finished products for an amount lower than the production cost;

·           omission of the entry or shipment of goods based on physical count of inventories;

·           lack of evidence that the Company exported goods so that the shipment of the goods is presumably taxed for the domestic market;

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

·           fines for the failure to register invoices; and

·           nonpayment of ICMS tax on charges related to the use of the electricity transmission system in operations conducted in the Free Market (ACL) of the Electric Power Trading Chamber (CCEE).

 

The Company’s legal advisors estimate that: (i) these judicial proceedings are expected to be terminated in 2020, and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 40% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

 

80

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

TThe Company offered assets for pledge in the amount of R$44 million, supporting exclusively the amounts involved in the lawsuits.

 

(ii)               PIS and COFINS sundry

 

The Company is involved in collection actions related to PIS and COFINS assessments in the administrative and judicial courts, which discuss the alleged undue offsetting of credits arising from administrative proceedings and lawsuits, including: (i) Income Tax prepayments; (ii) FINSOCIAL; (iii) tax on net income (ILL); (iv) PIS-Decrees; and (v) the COFINS tax arising from the undue payment or payment in excess, as well the as COFINS levied on Interest on Capital.

 

On December 31, 2016, the adjusted amounts involved of these assessments total R$170 million.

 

The Company’s external legal advisors estimate that: (i) these judicial proceedings are expected to be terminated in 2018; and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

 

The Company offered assets in guarantee, in the amount of R$128 million, which cover the amount exclusively involved in these claims.

 

(iii)             PIS, COFINS, IR and CSL: taxation of tax losses and reductions in debits in connection with the installment payment program under MP 4790/09

 

The Company was assessed for not recording as taxable the amounts of the credits from tax losses and social contribution tax loss carryforwards used to settle tax debits paid in installments under Provisional Presidential Decree 470/09. In the specific case of PIS and COFINS taxes, the assessment also includes the reductions applied to fines and interest arising from the adoption of the installment payment plan. Said tax credits and reductions of debits were not taxed, given the understanding of the Company that they did not represent taxable income.

 

On December 31, 2016, the inflation-adjusted amount of taxes recorded and tax effects of disallowances of income tax losses and social contribution tax loss carryforwards is R$1.5 billion. 

 

The Company’s legal advisors estimate that: (i) the administrative level of these judicial proceedings is expected to be concluded by 2018; and (ii) in the event of an unfavorable decision to the Company, which is not expected, these contingencies could be settled for up to 40% of the amounts in dispute. This estimate is based on the probability of loss of the Company’s defense theory taking into consideration the case law at the administrative and judicial levels.

 

No guarantees have been accrued for these assessments.

 

 

81

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(iv)             Non-cumulative PIS and COFINS

 

The Company received a deficiency notice from the Brazilian Federal Revenue Service due to the use of non-cumulative PIS and COFINS tax credits in the acquisition of certain goods and services consumed in its production process. The matters whose chance of loss is deemed as possible are mainly related to the following: (i) effluent treatment services; (ii) charges on transmission of electricity; (iii) freight for storage of finished products; and (iv) extemporaneous credits from acquisitions of property, plant and equipment. These matters have already been contested at the administrative level and comprise the period from 2006 to 2011, and as of December 31, 2016 totaled R$889 million.

 

The Company's legal counsel, in view of the recent decisions by the Tax Resources Administrative Board and the evidence provided by the Company, assess as possible the chances of loss at the administrative and legal levels. Any changes in the court’s understanding of the position could cause future impacts on the financial statements of the Company due to such proceedings.

 

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

 

No judicial deposit or other form of security was accrued for most of these claims, as they are still being discussed administratively.

 

(v)               IR and CSL – Charges with goodwill amortization and other

 

The Company was served by the Federal Revenue Service for deducting amortization charges, from 2007 to 2012, relating to goodwill originated from acquisitions of shareholding interests in 2002. In that year, several business groups divested their petrochemical assets, which were consolidated to enable the consequent foundation of Braskem.

 

The current value of the recorded taxes and of the tax effects of the canceled tax loss and social contribution tax loss carryforwards through said deficiency notices on December 31, 2016, was R$1.2 billion.

 

This conclusion is based on the following: (i) the equity interests were acquired with effective payment, business purpose and the participation of independent parties; and (ii) the real economic nature of the transactions that resulted in the recording of interest and exchange variation expenses.

 

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

 

(vi)             IR and CSL – Reduction of tax losses and social contribution tax loss carryforwards

 

The Company also received a tax-deficiency notice due to the inclusion in the income and social contribution tax calculation base of interest and exchange variation expenses incurred in calendar-year 2008 related to obligations assumed in business combinations.

 

On December 31, 2016, the inflation-adjusted amount of tax effects from disallowances of income tax losses and social contribution tax loss carryforwards through said tax deficiency notices is R$57 million.

 

Management, based on the opinion of its legal advisors, assessed the probability of loss in this case as possible. Management estimates that this process may be concluded by 2022.

 

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

82

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(vii)           IOF

 

The Company is a party to claims for the collection of IOF tax debits in administrative proceedings and lawsuits, which claim: (i) non-payment of IOF on operations relating to Advances for Future Capital Increase (AFAC) and checking accounts conducted by the merged companies Quattor Participações S.A. and Quattor Química S.A., which were considered loans by tax authorities; and (ii) requirement to pay IOF/credit on international fund transfers between the Company and CPN Incorporated through a checking account contract and single cash management related to the period from May 2002 to April 2004.

 

The current value of these notices on December 31, 2016, was R$168 million.

 

The Company’s external legal advisors estimate that the claims in the judicial sphere will be concluded in 2022.

 

The Company offered a guarantee of R$56 million, which supports the amount involved exclusively in the lawsuit.

 

(viii)         Isolated fine – failure to ratify DCOMPS

 

In December 2016, the Company was notified of isolated fines corresponding to 50% of non-cumulative COFINS tax credits – Exports, which were offset with federal taxes and not approved by the Federal Revenue Service.

 

The matter is assessed as having a possible chance of loss due to favorable court precedents on the matter and, on December 31, 2016, the assessments amounted to R$86 million.

 

The Company’s external legal counsels estimate that the conclusion in the administrative level will occur in 2020. There is no guarantee for the collection.

 

(ix)             IR and CSL – unlimited offsetting

 

The company received a deficiency notice for the methodology used to offset tax losses and tax loss carryforwards by Ipiranga Petroquímica S/A, which failed to observe the limit of 30% of the Taxable Profit and CSL Calculation Base to offset such liabilities with IR and CSL debits in the statement submitted when it ceased activities due to its merger in September 2008.

 

On December 31, 2016, the restated value of the taxes recorded amounted to R$381 million.

 

The Company’s external legal advisors estimate that: (i) the proceedings at the administrative level should be concluded by 2018; and (ii) in case of an unfavorable outcome for the Company, which is not expected, these contingencies could be settled for up to 50% of the amounts under dispute. These estimates are based on the likelihood of loss of the Company's defense thesis, based on previous administrative and court precedents.

 

Considering that the requirement to pay the debit has been suspended, currently no administrative, judicial or other type of guarantee deposit has been made for these  procedures.

 

 

83

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(b)               Labor

 

The amount at December 31, 2016 is related to 870 indemnity and labor claims. Among these claims are:

 

(i)        Class actions filed by the Union of Workers in the Petrochemical and Chemical Industries in Triunfo (RS), in the second quarter of 2005, claiming the payment of overtime amounting, with the parties settling the case in April 2015, with the disbursement of the amount that had been provisioned prior to December 31, 2014.

 

(ii)       In the class action suits filed by the Trade Union of Petrochemical and Chemical Workers of Triunfo, Rio Grande do Sul (“SINDIPOLO”), in the third quarter of 2010, claiming the payment of overtime related to breaks during work shifts (“Breaks”) and the inclusion of overtime in the calculation of the weekly remunerated rest (“WRR”), in the restated amount of R$360,240, the following developments occurred in the period: (i) Breaks: the Superior Labor Court (“TST”) upheld the appeal by Braskem to eliminate breaks during work shifts, with the Trade Union filing an appeal at the TST, which rejected the appeal and handed down a final and unappealable decision in favor of Braskem. The amount of this suit is R$332,640; and (ii) WRR: judgment for plaintiff in the suit involving the inclusion of overtime in the calculation of the weekly remunerated rest, which was upheld by the Regional Appellate Labor Court ("TRT"), for which Braskem appealed to the TST, which ordered the case to be sent back to the TRT for a new trial. However, as the TRT did not judge on the merits, Braskem appealed once again to the TST. After examining the appeal, the TST handed down a new decision granting the claim. Braskem will enter into motion for clarification and special appeal at the Supreme Court (“STF”). In light of the most recent decision of TST, the process had its evaluation changed to probable loss and was recorded a provision of R$27,600. Upon the presentation of a provisory execution and writ of summons and pledge in December 2016, the provision amount was adjusted to R$27,600. Braskem gave collateral in the form of 7,413 tons of ethylene.

 

(c)        Civil

 

(i)                 Transport with excess weight

 

Public-Interest Civil Action filed by the Federal Prosecution Office in Brasilia, with the objective of holding the company liable for damages caused to federal roads, due to the traffic of trucks carrying excess weight, to pay damages to the State for material damages and collective pain and suffering, in the amount of R$57,906, on December 31, 2016. The interlocutory relief was granted, determining the Company to abstain from carrying excess weight on federal highways, under the penalty of paying R$20 for each violation. Braskem appealed against the decision and is awaiting the lower court judgment. The case was classified as having a possible chance of loss, in light of the precedents in the Regional Federal Appellate Court of the 1st Region denying the claim by the Federal Prosecution Office.

 

(ii)               Caustic soda transportation

 

The Company is the defendant in lawsuits filed by the owner of a former distributor of caustic soda and by the shipping company that provided services to this former distributor, which, at December 31, 2016, total R$174,635. The claimants seek indemnity for damages related to the alleged non-performance of the distribution agreement by the Company.

 

Management's evaluation, supported by the opinion of its external legal advisors who are responsible for the cases, is that the lawsuits will possibly be dismissed within a period of 8 years.

 

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

84

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(d)       Other lawsuits

 

(i)                 Social security contributions – Withholding of 11%

 

The Company was assessed by the Federal Revenue Service for allegedly withholding social security at the rate of 11% on the gross amount of invoices, bills or trade notes related to services executed through assigned labor, in the period from February 1999 to June 2002, amounting to R$48 million, on December 31, 2016.

 

The Company's legal advisors, in view of prior decisions by the CARF and the evidence provided by the Company, assess as possible the chances of loss at the administrative level. The conclusion is supported, among other things, by the following: (i) the time-barring of a portion of the debits; (ii) the mismatch between the service provided and the tax substitution system under Article 31 of Federal Law 8,212/1991; (iii) the lack of the requirements to characterize assignment of labor, and other matters that would have to be evidenced through a tax diligence.

 

The Company’s external legal advisors estimate that the administrative proceeding should be concluded in 2018.

 

There is no judicial deposit or any other type of guarantee for this procedure.

 

23.3          Reports of irregularities and global settlement with authorities

 

(a)                Allegations, internal investigation

 

Braskem and its subsidiaries are subject to a number of anti-corruption laws in the countries where they operate, including Federal Law 12,846/2013, or the Brazilian Anticorruption Law, which came into force on January 28, 2014, and the U.S. Foreign Corrupt Practices Act (FCPA).

 

In March 2015, in connection with the so-called “Operation Car Wash,” certain allegations made by defendants in criminal proceedings were made public, according to which Braskem was allegedly involved in illegal payments to obtain benefits under feedstock supply agreements entered into with Petrobras.

 

In light of said facts, the Company immediately approved the engagement of law firms with extensive and proven experience in similar cases in the United States and Brazil (“Expert Firms”) to conduct an independent internal investigation into the allegations cited above ("Investigation"), under the supervision of and in collaboration with the U.S. Department of Justice (“DoJ”) and the U.S. Securities and Exchange Commission (“SEC”). Until mid-July 2016, the Investigation had not obtained evidence confirming any wrongdoings by the Company.

 

(b)       New reports and undue payments

 

In late July 2016, the Company received new information concerning wrongdoings that came to light during the collaboration of former executives of Braskem in connection with the cooperation by Odebrecht with Operation Car Wash.

Based on such information, the Investigation confirmed the existence of payments made between 2006 and 2014 to third parties for agency services which proved not being effectively rendered. These undue payments were made to three offshore companies and allegedly were related to the rendering of commercial intermediation services. These companies simply transferred the funds to a series of other companies, which ultimately made improper payments to benefit Braskem on matters involving the naphtha supply agreement entered into with Petrobras in 2009 and terminated in 2014, and to amendments of federal and state tax law to obtain tax incentives and monetize tax credits to which the Company already was entitled, as made public under the agreements with DoJ and SEC. The payments made by Braskem to these three companies from October 2006 to December 2014 amount to approximately R$513 million.

85

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Additional procedures conducted after the conclusion of the Investigation identified payments made to a fourth agent from November 2005 to September 2006 in the amount of approximately R$44 million that referred to the same scheme identified by the Investigation. Since the additional findings were related to the same scheme identified by the Investigation, they do not represent a risk to the Global Settlement.

 

(c)        Payment of taxes

 

The identification of these payments without the rendering of the corresponding service led to the recognition, in October 2016, of taxes payable to the federal government and to an adjustment to the account Deferred Income Tax and Social Contribution. The determination, in 2016, of these taxes due in prior fiscal years was recognized as a correction of material error, in accordance with the pronouncements CPC 23 and IAS 8, which led to its recognition retrospectively in the 2015 financial statements, and prior years. The tax expanse that impacted the statement of operations for the year ended December 31, 2016 and prior years, including charges for late payment, amounted to R$254,373. As a result of the tax calculation reprocessing, the Company recognized an amount of R$13,704 as an advance payment of income tax and social contribution, which was presented under the “taxes recoverable” account. These amounts were paid during the fourth quarter of 2016. The adjustment of the account Deferred Income Tax and Social Contribution, which impacted the statement of operations, amounted to R$30,268.

 

(d)       Global Agreement with authorities

 

With the confirmation of wrongdoings, on October 3, 2016, Braskem started discussions with DoJ and SEC to formalize an agreement to resolve any identified wrongdoing and seek a simultaneous agreement with Brazilian authorities, as disclosed to the market by means of a Material Fact and later with Swiss authorities. This negotiation was delegated by the Board of Directors to the Board of Executive Officers of the Company.

As a result of these negotiations, on December 14, 2016, the Company entered into a Leniency Agreement (“Agreement”) with the Federal Prosecution Office of Brazil (“MPF”). Additionally, on December 21, 2016, the Company finalized formal agreements with the DoJ and SEC, and an agreement to conclude investigations with the Office of the Attorney General of Switzerland (in conjunction with the Agreement with MPF, “Global Settlement”). The Global Settlement encompasses all of the facts determined until the date of its execution involving Braskem.

Under the Global Settlement, Braskem will pay the aforementioned authorities in Brazil and overseas the aggregate approximate amount of US$957 million, equivalent to approximately R$3.1 billion, based on the fixed exchange rate of R$3.27 to US$1.00, divided in the following manner:

1.      R$2,2 billion to the MPF;

2.      US$65,000 to SEC;

3.      US$94,894 to DoJ;

4.      CHF94,500 to the Office of the Attorney General of Switzerland.

 

Of this total amount, it was already paid by the Company a total amount of R$1.3 billion in the following manner:

1.      US$94,894 (R$296,591) to DoJ on February 8, 2017;

2.      US$65,000 (R$206,460) to SEC on April 27, 2017;

3.      CHF30,240 (R$104,307) to the Office of the Attorney General of Switzerland on June 27, 2017;

86

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

4.      R$736,445 to MPF on July 6, 2017.

 

The outstanding amount of approximately R$1.7 billion will be paid in the following manner:

1.      CHF64,260 to the Office of the Attorney General of Switzerland in four annual and successive installments of CHF16,065 due on June 30 of each year as from 2018;

2.      R$1.5 billion to MPF in six annual installments adjusted for inflation by the variation in the IPCA inflation index due on January 30 of each year as from 2018. To guarantee payment of the installments coming due, Braskem offered fixed assets in an amount corresponding to one annual installment.

 

The Agreement was ratified by the 5th Coordination and Review Chamber of the Federal Prosecution Office on December 15, 2016 and on June 6, 2017 by the Judge of the 13th Federal Court of Curitiba.

In the United States the agreement with DoJ was confirmed by sentence by the U.S. Court on January 26, 2017 and the agreement with SEC was confirmed by that entity on February 28, 2017.

The agreement with Swiss authorities does not require ratification to produce effect, since the Company's investigation was terminated by written order of the Attorney General of Switzerland on December 21, 2016.

           

(e)        Monitorship

 

Furthermore, Braskem will be subjected, for an expected period of three years, to two monitors appointed by U.S. and Brazilian authorities, who will work in coordination with the main objective of attesting to the Company’s compliance with all commitments undertaken under the Global Settlement.

The commitments undertaken with the authorities that are party to the Global Settlement seek to improve the Company’s control and accounting system to ensure the production of financial information that is reliable and to prevent any wrongdoings under the anti-corruption laws of countries in which the Company operates or comes to operate. Some of the actions required to achieve these goals include:

 

(i)         Management’s commitment to and support for policies to prevent incidents of corruption;

(ii)       Strengthening policies and procedures to prevent corruption;

(iii)      Conducting regular reviews of policies and procedures to ensure they are up-to-date and effective;

(iv)     Providing team members, including managers, with regular training on anti-corruption policies and practices, and maintaining a system that makes these tools available to team members and to any third parties that interact with Braskem;

(v)       Maintaining instruments and resources for investigating reports of corruption within the Company;

(vi)     Implementation and improvement of anti-corruption controls to prevent and detect vulnerabilities in the internal processes;

(vii)    Extending anti-corruption practices to entities that conduct business with Braskem and implementing procedures with this purpose in cases of business acquisitions.

 

(f)        Reimbursement

 

A significant portion of the total amount of R$2.2 billion to be paid to MPF will be made available for use in reimbursing third parties for any damages caused by the wrongdoings. 

Under the Agreement, MPF undertook to coordinate actions with other authorities or public entities with which Braskem comes to transact for entering into agreements involving the facts uncovered in connection with the Agreement, the public prosecution offices of States and Cities in Brazil, state-owned companies and state-controlled companies for entering into similar agreements with such entities, including for the purpose of preventing duplicate restitution with regard to the amount paid under the Agreement.

87

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The Agreement does not prevent any third party from opening proceedings to seek reimbursement for any damages caused by Braskem, which could result in payments other than those provided for in the Agreement. Therefore, the Company cannot guarantee that the total amount available for reimbursement will be sufficient to fully reimburse any third parties affected by the wrongdoings, which means that the Company may be subject to the payment of damages or financial penalties other than those provided for in the Global Settlement.

(g)       Control deficiencies

 

            After the investigation and confirmation of wrongdoings, the Company identified material deficiencies of controls, including: (i) instructions given by certain former senior executives (“Tone at the top”) for the creation of parallel processes overriding existing controls and for enabling the existence of payments of commissions without the rendering of the corresponding service, being non-adherent actions of the principles of ethics, integrity and transparency of Company; (ii) faults in maintaining anti-corruption controls and deficiencies in the programs for preventing and detecting violations of the applicable anti-corruption regulations; (iii) faults in the controls for payments of commissions and for monitoring the respective accounting entries; and (iv) faults in the controls of inventory in transit for import of raw material (naphtha) operations by the subsidiary Braskem Holanda.

 

(h)       Compliance Program

 

In 2016, Braskem initiated a comprehensive Compliance Program to strengthen its governance in order to significantly reduce the possibility of other deviations of the same nature occurring again. The Program presents actions that will also be carried out in the course of 2017.

 

            The Compliance Program presents a series of actions, among them:

 

(i)         The establishment of the Compliance Committee in May 2016, that is formed by independent members of the Board of Directors, reporting directly to the Board of Directors.

(ii)        In August 2016, Braskem announced the hiring of an experienced Chief Compliance Officer (CCO), reporting to the Compliance Committee in order to manage the Compliance department.

(iii)      Increasing compliance staffing for Internal Controls, Risks Management, Compliance and Internal Audit areas and resources in accordance with Compliance department and program benchmarking.

(iv)      Implementation of the Internal Audit area which is responsible for an independent and objective evaluation of processes, check compliance with policies and procedures and verification of controls effectiveness and efficiency.

(v)       Approval by the Board of Directors of a Policy on Compliance in Acting Ethically with Integrity and Transparency, which includes policy on anti-corruption compliance and policy on related parties transactions.

(vi)      Establishing anticorruption clauses for contracts with third parties.

(vii)    Providing comprehensive program training, including to the Board of Directors, Senior Management and Legal team (key business decision-makers) and Compliance team, which is focused on reinforcing awareness of best compliance practices and the need for robustness in internal control environment.

(viii)   Implementing planning for a training program for all staff during 2017.

(ix)      Issuing companywide compliance messaging from senior management to personnel.

(x)       Publishing and providing training during 2017 of the Institutional Relations handbook, that regulates the interactions with politicians and other public officials.

88

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(xi)      Improvement in vendor master data processes with implementation of controls in the payment process and compliance requirements in contracts with third parties.

(xii)    Implementing and evaluating improvements of internal controls in the processes that presented vulnerabilities in the past, such as manual journal entries, monitoring of payments of commissions and general ledger to ensure there are sufficient preventive and detective controls to mitigate the risks.

(xiii)   Implementing controls and improving the operation to ensure the timely posting of entries in the inventories and trade payables for the raw material (naphtha) import process of Braskem Holanda.

(xiv)  Re-design the raw material import process in order to improve the monitoring of inventory in transit from Braskem Holanda to Braskem S.A.  

 

(i)        Other considerations

 

With the exception of the amount mentioned above, as well as of the other non-monetary obligations imposed on the Company under the Global Settlement, it may have a material adverse effect on our business, reputation, financial condition, financial instruments and operational results, as well as on the liquidity and price of the securities of Braskem. Furthermore, the negative publicity resulting from the Global Settlement, could have a material adverse impact on our businesses, including reducing the demand for our products, our financial instruments and other effects that currently cannot be estimated or measured. In addition, other authorities with jurisdiction over our company may seek to impose additional monetary sanctions or fines or commence new investigations against us. Finally, as a result of the Global Settlement, the Company may be barred from entering into certain agreements with government authorities and may be subject to increased operating costs in connection with its obligations to improve its governance and anti-corruption practices, including the cost of the external monitorship.

It is not possible to predict the impacts on Braskem of others investigations or of any decision or action taken by authorities involving its largest shareholders, namely Odebrecht S.A. and Petróleo Brasileiro S.A. – Petrobras, or any of their subsidiaries.

 

(j)        Class actions

 

On July 1, 2015, a putative class action lawsuit was filed against the Company and its certain of its current and former officers in the United States District Court for the Southern District of New York.  In the operative complaint, the Lead Plaintiff, Boilermaker-Blacksmith National Pension Trust, alleges that the Defendants made misrepresentations or omissions that inflated the price of the Company's stock in violation of U.S. securities laws. The Company has engaged a U.S. law firm to represent it and filed motion to dismiss on July 6, 2016.

On March 31, 2017, the judge rendered a decision on the motion to dismiss granting it in part and denying it in part. With respect to the remaining claims, the class action is now in the discovery stage.

The Company cannot foresee the outcome of this process. The Company may be named as a defendant in other legal actions. Furthermore, the Company may be required, in accordance with any applicable legal and regulatory limits, to indemnify directors, officers and employees that are defendants in the securities class action and any other related actions that may arise in the future. The litigation has required significant time and dedication of the Management of the Company and is expected to continue to require such time and attention in the future.

 

89

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

24                Benefits offered to team members

 

24.1          Short-term benefits

 

Consolidated

 

Parent company

 

2016

 

2015

 

2016

 

2015

               

Health care

139,412

 

126,545

 

91,221

 

83,588

Private pension

61,593

 

60,476

 

33,299

 

32,507

Transport

55,223

 

50,935

 

49,141

 

46,977

Feeding

28,874

 

27,755

 

22,114

 

22,468

Training

20,589

 

19,101

 

11,225

 

9,889

Other

13,237

 

18,789

 

3,147

 

3,909

 

318,928

 

303,601

 

210,147

 

199,338

 

24.2          Post-employment benefits

24.2.1    Retirement plans - defined benefit plans and health plants

Braskem America

 

The subsidiary Braskem America is the sponsor of Novamont, which is a defined benefit plan of the employees of the plant located in the State of West Virginia. At December 31, 2016, the plan has 40 active participants (42 in 2015) and 164 assisted participants (168 in 2015). The contributions by Braskem America in the year amount to R$3,569 (R$3,557 in 2015). The participants made no contributions in 2016 and 2015.

 

Braskem Alemanha

 

The subsidiary Braskem Alemanha is the sponsor of the defined benefit plan of the employees of that subsidiary. At December 31, 2016, the plans have 128 active participants (128 in 2015) and no contributions were made by Braskem in the year (R$102 in 2015). The participants made no contributions in 2016 and 2015.

 

Health plan

 

According to Brazilian laws, the type of health plan offered by the Company, named contributory plan, ensures to the participant who retires or is dismissed without cause the right to remain in the plan with the same assistance coverage conditions they had during the employment term, provided they assume the full payment of the plan (company’s part + participant’s part). This right is granted as follows:

 

(i)          The participant who was dismissed without cause has the right to remain in the health plan for more 1/3 (one-third) of the plan contribution period, considering the minimum six-month period and the maximum twenty-four-month period.

(ii)          The participant who retires and contributes to the plan due to employment relationship over at least ten (10) years has the right to remain in the health plan for undetermined period. Should the participant have contributed for less than 10 years, they will have the right to remain ad a beneficiary for one (1) more year for each contribution year.

90

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

In addition to the right granted to the former participants who retired or were dismissed without cause, the Brazilian laws also establish rules for the amount charged by the plan based on beneficiaries’ age bracket. One of these rules define that the amount charged for the highest age bracket may not be six (6) times larger than the amount charged for the lowest age bracket. Thus, the amount charged from the lowest age bracket plans comprises a “subsidy” for highest age bracket plans. This subsidy is also supported by contributions from the Company. In other words, the amount charged from the participants included in the highest age brackets is not enough to cover their expenses.

 

For these plans, the Company measured on an actuarial basis its obligations for future subsidies, obtaining from this study the following results:

 

(i)                 Amounts in balance sheet

             

 

 

 

 

Consolidated

             

2016

 

2015

 

1/1/2015

                 

Restated

 

Restated

Defined benefit

           

Novamont Braskem America

         

20,285

 

23,722

 

18,356

Braskem Alemanha

         

69,952

 

76,819

 

50,820

             

90,237

 

100,541

 

69,176

Health care

                     

Bradesco saúde

         

71,899

 

69,696

 

45,302

             

162,136

 

170,237

 

114,478

                       

Benefit obligations

         

(129,617)

 

(146,936)

 

(100,398)

Health care

           

(71,899)

 

(69,696)

 

(45,302)

Total obligations

           

(201,516)

 

(216,632)

 

(145,700)

Fair value of plan assets

         

39,380

 

46,395

 

31,222

Funded status of the plan

         

(162,136)

 

(170,237)

 

(114,478)

Consolidated net balance (non-current liabilities)

         

(162,136)

 

(170,237)

 

(114,478)

 

(ii)               Change in obligations

       

 

 

 

 

Consolidated

       

2016

 

2015

 

1/1/2015

           

Restated

 

Restated

Balance at beginning of year

   

216,632

 

145,700

 

92,410

Health care

     

2,203

 

24,394

 

20,560

Current service cost

   

4,576

 

5,085

 

2,943

Interest cost

     

3,983

 

4,699

 

3,277

Special retirement

   

515

 

Reduction plan

     

734

 

Benefits paid

     

(3,156)

 

(3,397)

 

(1,927)

Change plan

       

1,713

Actuarial losses (gain)

   

3,590

(330)

 

20,766

Reduction plan (curtailment)

       

1,663

Exchange variation

   

(26,312)

 

39,232

 

4,295

Balance at the end of the year

   

201,516

 

216,632

 

145,700

 

 

91

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(iii)             Change in fair value plan assets

       

 

 

 

 

Consolidated

       

2016

 

2015

 

1/1/2015

           

Restated

 

Restated

Balance at beginning of year

   

46,395

 

31,222

 

23,599

Actual return on plan assets

   

221

 

156

 

3,343

Employer contributions

   

3,569

 

3,659

 

3,166

Benefits paid

     

(3,087)

 

(3,103)

 

(1,894)

Exchange variation

   

(7,718)

 

14,461

 

3,008

Balance at the end of the year

   

39,380

 

46,395

 

31,222

 

(iv)             Amounts recognized in profit or loss

           

 

 

Consolidated

           

2016

 

2015

               

Restated

Health care

         

2,203

 

11,849

Current service cost

       

4,576

 

5,085

Interest cost

         

3,983

 

4,699

Expected return on plan assets

       

(31)

 

(3,409)

Amortization of actuarial loss

         

1,519

Amortization of unrecognized service cost

         

418

Actuarial losses

         

2,472

 

34

           

13,203

 

20,195

 

(v)               Actuarial assumptions

         

 

 

 

 

 

 

 

 

 

 

(%)

         

 

 

2016

 

 

 

 

 

 

 

2015

         

Health

 

United

     

Health

 

United

   
         

insurance

 

States

 

Germany

 

insurance

 

States

 

Germany

                               

Discount rate

       

4.18

 

4.35

 

2.00

 

7.22

 

4.60

 

3.75

Inflation rate

       

6.00

 

n/a

 

2.00

 

6.50

 

n/a

 

2.00

Expected return on plan assets

     

n/a

 

n/a

 

n/a

 

n/a

 

7.50

 

n/a

Rate of increase in future salary levels

     

n/a

 

n/a

 

3.00

 

n/a

 

n/a

 

3.00

Rate of increase in future pension plan

     

n/a

 

n/a

 

1.75

 

n/a

 

n/a

 

n/a

Aging factor

       

2.5

 

n/a

 

n/a

 

2.50

 

n/a

 

n/a

Medical inflation

       

3.5

 

n/a

 

n/a

 

3.50

 

n/a

 

n/a

Duration

       

29.24

 

n/a

 

n/a

 

35.55

 

n/a

 

n/a

 

(vi)             Hierarchy of fair value assets

On December 31, 2016, the balance of the fair value of assets is represented by the assets of the Novamont defined benefit plan, which has a level-1 fair value hierarchy.

 

92

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(vii)           Sensitivity analysis

               

 

 

 

 

 

 

 

 

Impact on the defined benefit obligation

     

 

 

 

 

Premise change

 

 

 

 

 

Premise increase

 

 

 

 

 

Premise reduction

     

Health

 

United

     

Health

 

United

     

Health

 

United

   
     

insurance

 

States

 

Germany

 

insurance

 

States

 

Germany

 

insurance

 

States

 

Germany

Discount rate

   

1.0%

 

1.0%

 

0.5%

 

13,282

 

6,325

 

7,553

 

(17,950)

 

(7,721)

 

(8,432)

Real medical inflation

 

1.0%

 

n/a

 

n/a

 

17,537

 

n/a

 

n/a

 

(10,389)

 

n/a

 

n/a

Rate of increase in future salary levels

n/a

 

n/a

 

0.5%

 

n/a

 

n/a

 

3,512

 

n/a

 

n/a

 

(3,308)

Rate of increase in future pension plan

n/a

 

n/a

 

0.3%

 

n/a

 

n/a

 

2,147

 

n/a

 

n/a

 

(2,084)

Life expectancy

   

n/a

 

n/a

 

1 ano

 

n/a

 

n/a

 

1,757

 

n/a

 

n/a

 

(1,834)

Mortality rate

   

n/a

 

10%

 

n/a

 

n/a

 

1,638

 

n/a

 

n/a

 

(1,791)

 

n/a

                                       
                                       
                 

Health insurance - Impact on cost of services and interests costs

                 

 

 

Premise change

 

 

 

Premise increase

 

 

 

Premise reduction

                 

Cost of

 

Iterests

 

Cost of

 

Iterests

 

Cost of

 

Iterests

                 

services

 

costs

 

services

 

costs

 

services

 

costs

Discount rate

               

1.0%

 

1.0%

 

75

 

365

 

(125)

 

(447)

Real medical inflation

             

1.0%

 

1.0%

 

135

 

622

 

(46)

 

(369)

 

24.2.2    Retirement plan - defined contribution

The Parent Company and the subsidiaries in Brazil sponsor a defined contribution plan for its employees managed by ODEPREV, a private pension plan entity. ODEPREV offers its participants, which are employees of the sponsoring companies, an optional defined contribution plan in which monthly and additional participant contributions and monthly and annual sponsor contributions are made to individual pension savings accounts. For this plan, the sponsors pay contributions to private pension plan on contractual or voluntary bases. As soon as the contributions are paid, the sponsors do not have any further obligations related to additional payments.

 

At December 31, 2016, the number of active participants in ODEPREV totals 5,147 (5,331 in 2015). The contributions made by the sponsors in the year amount to R$40,996 (R$29,852 in 2015) and the contributions made by the participants amounted to R$52,741 (R$50,899 in 2015).

 

24.2.3    Other – Petros plan

On January 6, 2015, PREVIC – National Superintendence for Supplementary Pension Plans issued an official letter to the Management of Braskem requesting the contribution related to the capital deficit of the Petros Copesul Plan on the date of approval of the withdrawal of sponsorship (October 2012), restated by the IPCA consumer price index + 6% p.a. through December 31, 2014. This amount, restated in accordance with the aforementioned calculation, was settled in February 2015, in the amount of R$358,563.

 

25                Other accounts payable

(a)               Current / Non-current

This item includes the following accounts payable:

 

(i)      To BNDESPAR due to the acquisition of shares issued by Riopol within the scope of the business combination of Quattor, in 2010. The balance payable, on December 31, 2016, is R$176,846 (R$273,294 in 2015).

93

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

The acquisition price is being paid in three installments, with restatement by the TJLP, as follows:

 

·      Payment made on June 11, 2015, the amount corresponding to 15% of the purchase price;

·      Payment made on June 13, 2016, the amount corresponding to 35% of the purchase price;

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

(ii)    Agreement for the leasing of rail cars by the subsidiary Braskem America, as mentioned in Note 2.4 (iv). The balance payable on December 31, 2016 is R$88,439.

 

(iii)  Royalties agreement referring to technologies used by subsidiary Braskem Idesa. The balance payable on December 31, 2016 is R$68,365.

 

26                Equity

 

(a)                Capital

 

On December 31, 2016, the Company's subscribed and paid up capital stock amounted to R$8,043,222 and comprised 797,257,604 shares with no par value, distributed as follows:

 

     

 

 

 

 

 

 

 

 

 

 

 

 

Amount of shares

             

Preferred

     

Preferred

           
     

Common

     

shares

     

shares

           
     

shares

 

%

 

class A

 

%

 

class B

 

%

 

Total

 

%

                                   

Odebrecht

   

226,334,623

 

50.11

 

79,182,498

 

22.95

   

305,517,121

 

38.32

Petrobras

   

212,426,952

 

47.03

 

75,761,739

 

21.96

   

288,188,691

 

36.15

ADR

(i)

   

46,063,824

 

13.35

   

46,063,824

 

5.78

Other

   

12,907,077

 

2.86

 

142,767,803

 

41.38

 

578,330

 

100.00

 

156,253,210

 

19.60

Total

   

451,668,652

 

100.00

 

343,775,864

 

99.64

 

578,330

 

100.00

 

796,022,846

 

99.85

Treasury shares

(ii)

   

1,234,758

 

0.36

   

1,234,758

 

0.15

Total

   

451,668,652

 

100.00

 

345,010,622

 

100.00

 

578,330

 

100.00

 

797,257,604

 

100.00

                                   

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

(ii) Includes 1.154.758 shares held by Braskem Petroquimica and are treated as "treasury shares" in consolidated Equity, in the amount of R$48,892.

 

(i)         American Depositary Receipts traded on the New York Stock Exchange (USA);

(ii)       Includes 1,154,758 shares held by Braskem Petroquímica and are considered as “Treasury shares”, in the amount of R$48,892.

 

(b)               Capital reserve

 

This reserve includes part of the shares issued in Subsidiary’s several capital increases. This reserve can be used to absorb losses, to redeem, reimburse or purchase shares, and to incorporate into the capital stock.

 

(c)               Legal reserve

 

Under Brazilian Corporation Law, companies must transfer 5% of net profit for the year to a legal reserve until this reserve is equivalent to 20% of the paid-up capital. The legal reserve can be used for capital increase or absorption of losses.

 

 

94

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(d)               Share rights

 

Preferred shares carry no voting rights but they ensure priority, non-cumulative annual dividend of 6% of their unit value, according to profits available for distribution. The unit value of the shares is obtained through the division of capital by the total number of outstanding shares. Only class “A” preferred shares will have the same claim on the remaining profit as common shares and will be entitled to dividends only after the priority dividend is paid to preferred shareholders. Only class “A” preferred shares also have the same claim as common shares on the distribution of shares resulting from capitalization of other reserves. Only class “A” preferred shares can be converted into common shares upon resolution of majority voting shareholders present at a General Meeting. Class “B” preferred shares can be converted into class “A” preferred shares at any time, at the ratio of two class “B” preferred shares for one class “A” preferred share, upon a simple written request to the Company, provided that the non-transferability period provided for in specific legislation that allowed for the issue and payment of such shares with tax incentive funds has elapsed. In August 2016, a total of 15,288 class “B” preferred shares were converted into 7,644 class “A” preferred shares, and in December 2015, a total of 200 class “B” preferred shares were converted into 100 class “A” preferred shares.

 

In the event of liquidation of the Company, class “A” and “B” preferred shares will have priority in the reimbursement of capital.

 

Shareholders are entitled to receive a mandatory minimum dividend of 25% on profit for the year, adjusted under Brazilian Corporation Law.

 

(e)               Profit allocation and payment of dividends

 

Under the Company’s bylaws, profit for the year, adjusted according to Brazilian Corporation Law, is appropriated as follows:

 

(i)       5% to a legal reserve;

 

(ii)     25% to pay for mandatory, non-cumulative dividends, provided that the legal and statutory advantages of the Class “A” and “B” preferred shares are observed. When the amount of the priority dividend paid to class “A” and “B” preferred shares is equal to or higher than 25% of profit for the year calculated under Article 202 of Brazilian Corporation Law, it is the full payment of the mandatory dividend.

 

Any surplus remaining after the payment of the priority dividend will be used to:

 

·      pay dividends to common shareholders up to the limit of the priority dividends of preferred shares; and

 

·      if there still is any surplus, distribute additional dividends to common shareholders and class “A” preferred shareholders so that the same amount of dividends is paid for each common share or class “A” preferred share.

 

(e.1)     Profit or loss for the year

 

The balance of accumulated losses as of December 31, 2016 was fully offset by the retained earnings reserve, in accordance with Brazilian Corporation Law.

 

 

95

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(e.2)     Dividend payment from previous years

 

The Annual Shareholders’ Meeting held on April 6, 2016 approved the declaration of dividends for the financial year 2015, in the amount of R$1,000,000, the payment of which commenced on April 15, 2016, of which R$567,620 was paid to holders of common shares and R$432,020 and R$360 to holders of class A and class B preferred shares, respectively. This payment fully settles the dividend for the class "B" preferred shares, which was calculated in accordance with the Bylaws.

 

On September 27, 2016, the Board of Directors’ Meeting approved the payment of interim dividends for fiscal year 2015, in the amount of R$1,000,000, which was paid as of October 11, 2016. The Company paid R$567,819 to common shareholders and R$432,181 to class A preferred shareholders.

 

(f)                Other comprehensive income – Equity

 

     

Consolidated

     

Attributed to shareholders' interest

       
             

Defined

         

Foreign

               
     

Additional

 

Deemed

 

benefit

 

Foreign

     

currency

 

Gain (loss)

 

Total

       
     

indexation of

 

cost of

 

plans actuarial

 

sales

 

Fair value

 

translation

 

on interest

 

Braskem

 

Non-controlling

   
     

PP&E

 

PP&E

 

Gain (loss)

 

hedge

 

of hedge

 

adjustment

 

in subsidiary

 

shareholders'

 

interest in

   
     

(i)

 

(i)

 

(ii)

 

(iii)

 

(iii)

 

(iv)

 

(v)

 

interest

 

Braskem Idesa

 

Total

                                           

On December 31, 2014

 

244,831

 

18,275

 

(30,103)

 

(3,263,732)

 

(289,667)

 

386,628

 

(9,404)

 

(2,943,172)

 

(115,385)

 

(3,058,557)

                                           

Additional indexation

                                       
 

Realization by depreciation or write-off assets

 

(41,268)

   

(41,268)

   

(41,268)

 

Income tax and social contribution

 

14,032

   

14,032

   

14,032

                     

Deemed cost of jointly-controlled investment

                                       
 

Realization by depreciation or write-off assets

   

(1,462)

   

(1,462)

   

(1,462)

 

Income tax and social contribution

   

496

   

496

   

496

                 

Foreign sales hedge

                   
 

Exchange rate

   

(9,629,237)

   

(9,629,237)

 

(397,386)

 

(10,026,623)

 

Income tax and social contribution

   

3,225,996

   

3,225,996

 

119,129

 

3,345,125

                       

Fair value of Cash flow hedge

                             
 

Change in fair value

     

(524,682)

   

(524,682)

 

(24,791)

 

(549,473)

 

Transfer to result

     

(72,518)

   

(72,518)

 

 

 

(72,518)

 

Income tax and social contribution

     

199,176

   

199,176

 

7,139

 

206,315

                         

Fair value of cash flow hedge from jointly-controlled

     

2,295

   

2,295

   

2,295

                 

Actuarial loss with post-employment benefits, net of taxes

     

(9,129)

   

(9,129)

   

(9,129)

                                       

Foreign currency translation adjustment

     

718,763

 

 

 

718,763

 

(65,414)

 

653,349

                                         

On December 31, 2015

 

217,595

 

17,309

 

(39,232)

 

(9,666,973)

 

(685,396)

 

1,105,391

 

(9,404)

 

(9,060,710)

 

(476,708)

 

(9,537,418)

                                           

Additional indexation

                                       
 

Realization by depreciation or write-off assets

 

(41,268)

(41,268)

   

(41,268)

 

Income tax and social contribution

 

14,032

14,032

   

14,032

                 

Deemed cost of jointly-controlled investment

           
 

Realization by depreciation or write-off assets

   

(1,461)

   

(1,461)

   

(1,461)

 

Income tax and social contribution

 

-

 

496

   

496

   

496

                                 

Foreign sales hedge

                             
 

Exchange rate

   

2,625,551

   

2,625,551

 

(498,767)

 

2,126,784

 

Transfer to result

   

1,342,785

   

1,342,785

 

14,959

 

1,357,744

 

Income tax and social contribution

   

(1,406,740)

   

(1,406,740)

 

145,326

 

(1,261,414)

                               

Fair value of Cash flow hedge

                           
 

Change in fair value

     

247,815

   

247,815

 

(736)

 

247,079

 

Transfer to result

     

(19,434)

   

(19,434)

 

(12,135)

 

(31,569)

 

Income tax and social contribution

     

(79,194)

   

(79,194)

 

3,861

 

(75,333)

                         

Fair value of cash flow hedge from jointly-controlled

     

(3,309)

   

(3,309)

 

 

 

(3,309)

     

Losses in controlling interests

 
     

Actuarial loss with post-employment benefits, net of taxes

   

(4,119)

   

(4,119)

 

 

 

(4,119)

                                     

Foreign currency translation adjustment

     

63,697

 

 

 

63,697

 

275,599

 

339,296

                                     

On December 31, 2016

 

190,359

 

16,344

 

(43,351)

 

(7,105,377)

 

(539,518)

 

1,169,088

 

(9,404)

 

(6,321,859)

 

(548,601)

 

(6,870,460)

                                           

(i)

Transfer to retained earnings as the asset is depreciated or written-off.

(ii)

Transfer to retained earnings when the extinction of the plan.

(iii)

Transfer to the income statement when maturity, prepayment or loss of efficacy for hedge accounting.

(iv)

Transfer to the income statement when write-off of subsidiary abroad.

(v)

Transfer to the income statement when divestment or transfer of control of subsidiary.

 

 

 

96

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

27                Earnings per share

 

Basic and diluted earnings (loss) per share is calculated by means of the division of adjusted profit for the year attributable to the Company’s common and preferred shareholders by the weighted average number of these shares held by shareholders, excluding those held in treasury and following the rules for the distribution of dividends provided for in the Company’s bylaws, as described in Note 26 (e), particularly in relation to the limited rights enjoyed by class “B” preferred shares. In view of these limited rights, this class of share does not participate in losses. In this case, the diluted result takes into account the conversion of two class "B" preferred shares into one class “A” preferred share, as provided for in the bylaws of the Company.

 

Class A preferred shares participate in dividends with common shares after the mandatory dividends has been attributed in accordance with the formula provided for in the Company’s bylaws, as described in Note 24(f) and there is no highest limit for their participation.

 

Diluted and basic earnings (losses) per share are equal when there is profit in the year, since Braskem has not issued convertible financial instruments.

 

As required by CPC 41 and IAS 33, the table below show the reconciliation of profit (loss) for the period adjusted to the amounts used to calculate basic and diluted earnings (loss) per share.

 

97

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

      

       

Basic and diluted

       

2016

 

2015

           

Restated

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

           

of continued operations

     

(442,430)

 

2,999,832

             

Distribution of dividends attributable to priority:

           

Preferred shares class "A"

       

208,409

Preferred shares class "B"

       

360

         

208,769

           

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

       

273,824

           

Distribution of plus income, by class:

         

Common shares

       

1,429,323

Preferred shares class "A"

       

1,087,916

         

2,517,239

             

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

           

Common shares

     

(251,222)

 

1,703,147

Preferred shares class "A"

     

(191,208)

 

1,296,325

Preferred shares class "B"

     

 

 

360

       

(442,430)

 

2,999,832

             

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

           

Common shares

     

451,668,652

 

451,668,652

Preferred shares class "A"

   

(i)

343,771,165

 

343,783,562

Preferred shares class "B"

     

 

 

593,618

       

795,439,817

 

796,045,832

             

Profit (loss) per share (in R$)

           

Common shares

     

(0.5562)

 

3.7708

Preferred shares class "A"

     

(0.5562)

 

3.7708

Preferred shares class "B"

     

 

 

0.6065

 

(i)         Calculation of weighted average of outstanding shares adjusted by the number of shares repurchased during the fiscal years, ended in December 31, 2016 and 2015, multiplied by a weighted time factor:

 

98

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

 

 

 

 

2016

 

 

 

2015

   

Preferred shares Class "A"

 

Preferred shares Class "A"

   

Outstanding

 

Weighted

 

Outstanding

 

Weighted

   

shares

 

average

 

shares

 

average

 

 

 

 

 

 

 

 

 

Balance at beginning of year

 

343,768,220

 

343,768,220

 

343,848,120

 

343,848,120

 

 

 

 

 

 

 

 

 

Repurchase of treasury shares

 

 

(80,000)

 

(64,658)

Conversion of preferred shares class "B" to "A"

 

7,644

 

2,945

 

100

 

100

 

 

 

 

 

 

 

 

 

Balance at the end of the year

 

343,775,864

 

343,771,165

 

343,768,220

 

343,783,562

 

28                Net sales revenues

  

         

Consolidated

 

Parent company

         

2016

 

2015

 

2016

 

2015

Sales revenue

         

Restated

     

Restated

 

Domestic market

     

32,293,042

 

30,366,378

 

33,653,625

 

30,352,503

 

Foreign market

     

23,084,703

 

23,159,820

 

9,281,920

 

9,447,663

         

55,377,745

 

53,526,198

 

42,935,545

 

39,800,166

Sales and services deductions

                 

Taxes

                   
 

Domestic market

     

(7,316,325)

 

(6,214,041)

 

(7,533,387)

 

(5,936,321)

 

Foreign market

     

(102,831)

 

(122,776)

 

Costumers rebates

                   
 

Domestic market

     

(25,400)

 

(12,900)

 

(25,400)

 

(12,413)

 

Foreign market

     

(23,820)

 

(16,552)

 

(1,303)

 

300

Sales returns

                   
 

Domestic market

     

(168,625)

 

(167,515)

 

(180,150)

 

(161,809)

 

Foreign market

     

(76,756)

 

(112,425)

 

(16,839)

 

(106,324)

         

(7,713,757)

 

(6,646,209)

 

(7,757,079)

 

(6,216,567)

                       

Net sales and services revenue

   

47,663,988

 

46,879,989

 

35,178,466

 

33,583,599

 

Revenues from sales of products are recognized when (i) the amount of sales can be reliably measured and the Company does not have control over the products sold; (ii) it is probable that the Company will received the economic benefits; and (iii) all legal titles, risks and benefits of product ownership are fully transferred to the client. The Company does not make sales with continued management involvement. Most of Braskem’s sales are made to industrial customers and, in a lower volume, to resellers.

 

The moment when the legal right, as well as the risks and benefits, are substantially transferred to the client is determined as follows:

 

(i)             for contracts under which the Company is responsible for the freight and insurance, the legal right and the risks and benefits are transferred to the client as soon as the goods are delivered at the destination established in the contract;

 

(ii)            for agreements under which the freight and insurance are a responsibility of the client, risks and benefits are transferred as soon as the products are delivered to the client’s carrier; and

 

(iii)          for contracts under which product delivery involves the use of pipelines, especially basic petrochemicals, the risks and benefits are transferred immediately after the Company’s official markers, which is the point of delivery of the products and transfer of their ownership.

 

99

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

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

 

(a)               Net sales revenue by country

  

     

2016

 

2015

     

-

 

Restated

Brazil

   

24,640,077

 

23,729,106

United States

   

7,965,209

 

9,601,157

Argentina

   

1,244,267

 

1,339,775

United Kingdom

   

589,725

 

2,438,148

Germany

   

1,198,760

 

1,239,286

Mexico

   

2,075,695

 

967,829

Italy

   

667,265

 

561,347

Netherlands

   

262,289

 

622,436

Singapore

   

1,101,156

 

1,017,128

Switzerland

   

227,504

 

334,422

Colombia

   

369,359

 

278,304

Spain

   

342,154

 

391,097

Chile

   

522,796

 

503,650

Peru

   

397,186

 

351,097

Uruguay

   

122,783

 

327,533

Japan

   

1,631,564

 

904,903

Poland

   

252,508

 

199,115

Paraguay

   

185,432

 

170,834

France

   

236,727

 

268,239

Bolivia

   

211,382

 

194,865

Canada

   

242,492

 

184,752

South Korea

   

254,512

 

74,567

Other

   

2,923,146

 

1,180,399

     

47,663,988

 

46,879,989

 

(b)               Net sales revenue by product

 

       

2016

 

2015

           

Restated

PE/PP

     

30,790,364

 

28,226,087

Ethylene, Propylene

     

2,906,796

 

2,999,090

Naphtha, condensate and crude oil

     

2,582,257

 

4,587,944

Benzene, toluene and xylene

     

2,411,031

 

2,538,993

PVC/Caustic Soda/EDC

     

3,016,390

 

2,780,075

ETBE/Gasoline

     

2,058,952

 

1,722,391

Butadiene

     

1,315,892

 

1,000,376

Cumene

     

501,958

 

583,608

Solvents

     

379,745

 

431,264

Other

     

1,700,603

 

2,010,161

       

47,663,988

 

46,879,989

 

 

100

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(c)               Main clients

 

In 2016 and 2015, the Company does not have any revenue arising from transactions with only one client that is equal to or higher than 10% of its total net revenue. In 2016, the most significant revenue from a single client amounts to approximately 2.9% of total net revenues of the Company and refers to the basic petrochemical segment.

 

29                Tax incentives

 

(a)               Income Tax

 

In 2015, the Company obtained grant in lawsuits claiming the reduction of 75% of IR on income from the following industrial units: (i) PVC and Chlor-Alkali (Cloro Soda), established in the state of Alagoas; and (ii) basic petrochemicals unit, PE (2), PVC and Chlor-Alkali units, all established in the city of Camaçari (BA). The third PE plant established in Camaçari enjoyed the benefit up to 2016.

 

(b)               PRODESIN - ICMS

 

The Company has ICMS tax incentive granted by the state of Alagoas, through the state of Alagoas Integrated Development Program – PRODESIN, which are aimed at implementing and expanding a plant in that state. This incentive is considered an offsetting entry to sales taxes (Note 28). In 2016, the amount was R$78,824 (R$71,614 in 2015).

 

30                Other income (expenses), net

 

   

Note

 

 

 

Consolidated

       

2016

 

2015

     

 

 

Restated

Expense and depreciation with hibernate plants

 

(252,323)

(i)

(152,536)

Expenses from fixed assets

 

(53,774)

 

(174,488)

Allowance for judicial and labor claims

 

(169,973)

(ii)

(105,644)

Expenses from Ascent project

 

(3,988)

 

(147,169)

Recovery of environmental damages

22(b)

 

(182,600)

 

(65,791)

Leniency agreement

23.3

 

(2,860,402)

(iii)

 

Other

 

 

(229,103)

 

(85,576)

       

(3,752,163)

(731,204)

 

(i)         In 2016 includes the amount of R$138,561 related to costs corresponding to installed and unused capacity in the first months of operation of the subsidiary Braskem Idesa. (Nota 1(a.ii)).

(ii)       In 2016, refers to R$49,488 in provisions for labor claims and R$113,051 in provisions for tax and other claims.

(iii)      Pursuant to the Leniency Agreement between the Company and the MPF (Note 23.3), Braskem will pay the approximate amount of R$1.5 billion in six annual installments adjusted by the variation of the IPCA index. In compliance with CPC 12, the Company estimated the present value of this accrual at its initial recognition, using as an assumption for the discount rate the estimated real interest rate for Treasury IPCA+ bonds issued by the National Treasury. Based on this assumption, the Company have done the adjustment to present value in the amount of R$277,591. This amount will be recognized in the financial result on a “pro rata die” basis from the date of the agreement. In the result for the year 2016, the amount of R$5,505 was amortized.

 

101

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

31                Financial results

  

           

Consolidated

 

Parent company

           

2016

 

2015

 

2016

 

2015

Financial income

           

Restated

     

Restated

 

Interest income

       

504,495

 

386,182

 

460,512

 

272,697

 

Monetary variations

     

142,232

 

142,606

 

133,538

 

120,578

 

Other

       

43,395

 

56,145

 

38,402

 

32,593

           

690,122

 

584,933

 

632,452

 

425,868

                         

Financial expenses

                     
 

Interest expenses

       

(2,037,697)

 

(1,716,809)

 

(1,508,358)

 

(1,844,088)

 

Monetary variations

     

(409,784)

 

(377,471)

 

(409,806)

 

(377,585)

 

Monetary variations on fiscal debts

     

(249,578)

 

(152,409)

 

(237,578)

 

(146,170)

 

Discounts granted

       

(108,606)

 

(130,564)

 

(107,493)

 

(93,156)

 

Loans transaction costs - amortization

     

(56,020)

 

(64,406)

 

(5,448)

 

(5,003)

 

Adjustment to present value - appropriation

     

(507,744)

 

(517,739)

 

(466,141)

 

(468,675)

 

Other

       

(201,533)

 

(204,004)

 

(112,215)

 

(103,870)

           

(3,570,962)

 

(3,163,402)

 

(2,847,039)

 

(3,038,547)

                         

Exchange rate variations, net

                   
 

On financial assets

       

(1,139,676)

 

1,102,744

 

(1,602,868)

 

2,767,566

 

On financial liabilities

     

(2,070,741)

 

(999,834)

 

(451,174)

 

(2,009,908)

           

(3,210,417)

 

102,910

 

(2,054,042)

 

757,658

                         
 

Total

       

(6,091,257)

 

(2,475,559)

 

(4,268,629)

 

(1,855,021)

 

       

Consolidated

 

Parent company

       

2016

 

2015

 

2016

 

2015

Interest income

                   

Held for sale

     

249,427

 

91,119

 

235,853

 

41,266

Loans and receivables

   

213,237

 

190,637

 

204,002

 

175,580

Held-to-maturity

     

9,410

 

36,900

 

9,410

 

36,900

       

472,074

 

318,656

 

449,265

 

253,746

Other assets not classifiable

   

32,421

 

67,526

 

11,247

 

18,951

Total

     

504,495

 

386,182

 

460,512

 

272,697

 

 

102

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

32                Expenses by nature and function

 

The Company chose to present its expenses by function in the statement of operations. The breakdown of expenses by nature and function is presented below:

 

         

Consolidated

 

Parent company

         

2016

 

2015

 

2016

 

2015

             

Restated

     

Restated

Classification by nature:

                 
 

Raw materials other inputs

   

(28,197,875)

 

(30,600,855)

 

(21,932,920)

 

(21,118,499)

 

Personnel expenses

   

(2,576,107)

 

(2,466,890)

 

(1,908,299)

 

(1,747,971)

 

Outsourced services

   

(2,135,412)

 

(1,580,827)

 

(1,466,718)

 

(1,179,073)

 

Depreciation, amortization and depletion

   

(2,677,672)

 

(2,120,157)

 

(2,052,972)

 

(1,774,973)

 

Freights

   

(1,918,973)

 

(1,856,194)

 

(1,372,171)

 

(1,351,328)

 

Other income (expenses), net

   

(4,236,780)

 

(1,367,565)

 

(3,303,303)

 

(788,850)

 

Total

   

(41,742,819)

 

(39,992,488)

 

(32,036,383)

 

(27,960,694)

                       

Classification by function:

                 
 

Cost of products sold

   

(34,940,619)

 

(36,728,023)

 

(27,095,009)

 

(25,860,037)

 

Selling and distribution

   

(1,410,828)

 

(1,083,156)

 

(972,394)

 

(813,888)

 

General and administrative

   

(1,477,199)

 

(1,280,470)

 

(824,573)

 

(868,057)

 

Research and development

   

(162,010)

 

(169,635)

 

(104,832)

 

(110,583)

 

Other income (expenses), net

   

(3,752,163)

 

(731,204)

 

(3,039,575)

 

(308,129)

 

Total

   

(41,742,819)

 

(39,992,488)

 

(32,036,383)

 

(27,960,694)

 

33                Segment information

 

On December 31, 2016, the Braskem’s organizational structure is formed by the following segments:

 

·      Basic petrochemicals: comprises the activities related to the production of ethylene, propylene butadiene, toluene, xylene, cumene and benzene, as well as gasoline, diesel and LPG (Liquefied Petroleum Gas), and other petroleum derivatives and the supply of electric energy, steam, compressed air  and other inputs to second-generation producers located in the Camaçari, Triunfo, São Paulo and Rio de Janeiro petrochemical complexes.

 

·      Polyolefins: comprises the activities related to the production of PE and PP in Brazil.

 

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

 

·      United States and Europe: operations related to PP production in the United States and Europe, through the subsidiaries Braskem America and Braskem Alemanha, respectively.

·      Mexico: comprises the activities relation to the production of PE in Mexico, through the subsidiary Braskem Idesa.

 

(a)               Presentation, measurement and conciliation of results

 

Information by segment is generated in accounting records, which are reflected in the consolidated financial statements.

 

103

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

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

 

The operating segments are stated based on the results of operations, which does not include financial results, and current and deferred income tax and social contribution expenses.

 

(b)               Results by segment

      

     

 

 

 

 

 

 

 

 

 

 

 

 

2016

                 

Operating expenses

   
     

Net

 

Cost of

     

Selling, general

 

Results from

 

Other operating

   
     

sales

 

products

 

Gross

 

and distribuition

 

equity

 

income

 

Operating

     

revenue

 

sold

 

profit

 

expenses

 

investments

 

(expenses), net

 

profit (loss)

Reporting segments

                           
 

Basic petrochemicals

 

25,062,602

 

(20,266,108)

 

4,796,494

 

(698,392)

   

(373,677)

 

3,724,425

 

Polyolefins

 

20,307,367

 

(16,041,103)

 

4,266,264

 

(1,303,798)

   

(119,796)

 

2,842,670

 

Vinyls

 

3,016,390

 

(2,833,779)

 

182,611

 

(240,690)

   

(49,365)

 

(107,444)

 

USA and Europe

 

8,896,071

 

(6,080,722)

 

2,815,349

 

(559,541)

   

(9,268)

 

2,246,540

 

Mexico

(i)

1,586,927

 

(1,017,077)

 

569,850

 

(246,125)

   

(125,443)

 

198,282

Total

 

58,869,357

 

(46,238,789)

 

12,630,568

 

(3,048,546)

     

(677,549)

 

8,904,473

                             

Other segments

 

12,202

 

(14,760)

 

(2,558)

 

(1,876)

   

(20,864)

 

(25,298)

Corporate unit

         

(108,221)

 

30,078

 

(3,053,750)

 

(3,131,893)

                               

Braskem consolidated before
eliminations and reclassifications

 

58,881,559

 

(46,253,549)

 

12,628,010

 

(3,158,643)

 

30,078

 

(3,752,163)

 

5,747,282

                               

Eliminations and reclassifications

 

(11,217,571)

 

11,312,930

 

95,359

 

108,606

   

203,965

                               

Total

 

47,663,988

 

(34,940,619)

 

12,723,369

 

(3,050,037)

 

30,078

 

(3,752,163)

 

5,951,247

                               
                               
     

 

 

 

 

 

 

 

 

 

 

 

 

2015

                 

Operating expenses

   
     

Net

 

Cost of

     

Selling, general

 

Results from

 

Other operating

   
     

sales

 

products

 

Gross

 

and distribuition

 

equity

 

income

 

Operating

     

revenue

 

sold

 

profit

 

expenses

 

investments

 

(expenses), net

 

profit (loss)

Reporting segments

                           
 

Basic petrochemicals

 

24,269,768

 

(20,053,106)

 

4,216,662

 

(658,945)

   

(178,113)

 

3,379,604

 

Polyolefins

 

19,986,174

 

(15,461,151)

 

4,525,023

 

(1,224,627)

   

(130,722)

 

3,169,674

 

Vinyls

 

2,780,075

 

(2,415,855)

 

364,220

 

(224,857)

   

(27,005)

 

112,358

 

USA and Europe

 

8,239,913

 

(6,908,574)

 

1,331,339

 

(445,850)

   

(13,449)

 

872,040

 

Mexico

(i)

472,002

 

(486,832)

 

(14,830)

 

(88,249)

   

3,817

 

(99,262)

Total

 

55,747,932

 

(45,325,518)

 

10,422,414

 

(2,642,528)

     

(345,472)

 

7,434,414

                             

Other segments

 

159,510

 

(150,213)

 

9,297

 

(6,467)

   

(73,879)

 

(71,049)

Corporate unit

         

(8,987)

 

2,219

 

(244,572)

 

(251,340)

                               

Braskem consolidated before
eliminations and reclassifications

 

55,907,442

 

(45,475,731)

 

10,431,711

 

(2,657,982)

 

2,219

 

(663,923)

 

7,112,025

                               

Eliminations and reclassifications

 

(9,027,453)

 

8,747,708

 

(279,745)

 

124,721

 

 

 

(67,281)

 

(222,305)

                               

Total

 

46,879,989

 

(36,728,023)

 

10,151,966

 

(2,533,261)

 

2,219

 

(731,204)

 

6,889,720

 

(i)       With the operational startup of Braskem Idesa, the Company began to report as of January 1, 2016, the “Mexico” segment, which includes activities related to PE production and sale of that subsidiary. For the years 2015, previously presented under "Other segments", are presented in this new segment.

 

104

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

(c)               Long-lived assets by segment

 

     

2016

 

2015

 

1/1/2015

Reporting segments

     

Restated

 

Restated

 

Basic petrochemicals

 

11,417,669

 

11,749,880

 

11,949,937

 

Polyolefins

 

5,162,075

 

5,379,646

 

5,614,133

 

Vinyls

 

2,621,376

 

2,763,299

 

2,871,964

 

USA and Europe

 

2,015,492

 

2,269,257

 

1,584,055

 

Mexico

(i)

10,607,951

 

14,497,705

 

9,260,814

Total

 

31,824,563

 

36,659,787

 

31,280,903

 

Other segments

 

321,234

 

328,106

 

625,783

Total

 

32,145,797

 

36,987,893

 

31,906,686

 

(i)    This variation is due to the strong devaluation of the Mexican peso against the Real (29.7% decrease in 2016).

 

34                Insurance coverage

 

Braskem, aligned with the policy approved by the Board of Directors, maintains a comprehensive Insurance Program. The risk assessment practices and procedures of the policy are applied consistently across the Company.

 

In October 2015, the Operating Risks insurance policies were renewed for the units in Brazil, the United States and Germany for 18 months. The subsidiary Braskem migrated its program from Engineering Risks to Operating Risks policy in 2016.

 

The Operating Risks insurance policies of Braskem have maximum indemnity limits per event to cover possible claims in view of the nature of the Company’s activities and benchmarks, as well estimated maximum loss studies prepared by external advisors.

 

The information on the policies in effect is presented below:

 

         

Maximum indemnity limit

 

Amount insured

     

Maturity

 

US$ million

 

US$ million

Units in Brazil

 

April 8, 2017

 

2,000

 

21,223

Units in United States and Germany

April 8, 2017

 

250

 

1,868

Units in Mexico

 

April 8, 2017

 

3,153

 

5,947

Total

         

29,038

 

Additionally, the Company contracted civil liability, transportation, export credit, sundry risk and vehicle insurance. The risk assumptions adopted are not part of the audit scope and, therefore, were not subject to review by our independent accountants.

 

35                Subsequent events

 

(a)               In January 2017, Braskem’s new line to produce ultra-high molecular weight polyethylene (UHMWPE), known commercially as UTEC®, started operations. Located in La Porte, Texas, the plant will complement the production capacity of the existing UTEC line in Brazil at the Petrochemical Complex in Camaçari, Bahia.

 

(b)               On January 27, 2017, the Board of Directors of the Company authorized the execution of a purchase agreement with Odebrecht Utilities S.A., through which Braskem undertook to purchase all shares held by the seller in Cetrel S.A., which represent 63.7% of its voting capital, for the aggregate amount of R$610 million, to be paid upon the consummation of the transaction. The consummation of the acquisition is subject to a vote by the

105

 


 
 

Braskem S.A.

 

Management notes to the financial statements

at December 31, 2016

All amounts in thousands, except as otherwise stated

 

Shareholders' Meeting of Braskem, in accordance with Article 256 of Brazilian Corporation Law, and to the conditions precedent typical to transactions of this kind.

 

Until the authorization date of issuance of the financial statements that the general meeting had not yet been convened.

 

Cetrel is an environmental services company that launched its operations in 1978, together with the other companies that set up operations in the Camaçari Petrochemical Complex. With over 100 clients, or around 70% of the Camaçari Complex, Cetrel is responsible for treating and disposing of industrial wastewater and solid waste, environmental monitoring and supplying water for industrial use to Braskem’s plants in Camaçari.

 

Cetrel will play an important role in managing the environmental processes of the Camaçari Petrochemical Complex, and its acquisition will ensure the security and reliability of the complex’s industrial operations, in line with Braskem’s strategy to strengthen its petrochemical activities.

 

(c)               On April 03, 2017, the sale of subsidiary Quantiq to GTM do Brasil Comércio de Produtos Químicos Ltda ("GTM") was completed. As a result of the sale, on that same date, Braskem received the amount of R$450 million, and the remaining balance of R$100 million, will be paid by GTM in up to 12 months, and may undergo customary adjustments of this kind of operation.

 

(d)               On June 21, 2017, the Board of Directors approved the construction of a new polypropylene production facility in the city of La Porte, Texas, in the United States. The approximate amount investment is up  to US$675 million to produce of 450 thousand tons per year. Completion of this project is planned for 2020.

 

(e)               On June 30, 2017 the Company was in default of contractual obligations borrowings contracted (covenants) from financial institutions and the capital markets related to the presentation of audited financial statements. That restrictive clause requires the presentation of its audited financial statements within the legal deadline (or within 120 days from the end of the fiscal year).

 

For this reason, in the quarterly information of June 30, 2017, the amount of R$40,481 was reclassified to current liabilities, in compliance with CPC 26 and its corresponding accounting standard IAS 1 (Presentation of Financial Statements).

 

According to the standards mentioned above, such reclassification is required when a contractual breach entitles creditors to request the immediate repayment of the obligations in the short-term. In this context, note that none of the Company's creditors requested such advance payment of the obligations and that Braskem has been settling these obligations in accordance with their original maturity schedule.

 

Additionally, noncompliance with said clauses will be automatically complied with once the audited financial statements are presented, as of when said creditors will no longer be entitled to request the immediate repayment, reversing the amount of R$40,481 from current liabilities to non-current liabilities.

 

106

 

 

SIGNATURES

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

Date: August 17, 2017
  BRASKEM S.A.
 
 
  By:      /s/     Pedro van Langendonck Teixeira de Freitas
 
    Name: Pedro van Langendonck Teixeira de Freitas
    Title: Chief Financial Officer

 

FORWARD-LOOKING STATEMENTS

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