As filed with the Securities and Exchange Commission on April 29, 20166, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM20-F
(Mark one)
| REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 20152017
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
OR
| SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number:001-14950
ULTRAPAR PARTICIPAÇÕES S.A.
(Exact name of Registrant as specified in its charter)
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s name into English)
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
Av. Brigadeiro Luis Antônio, 1343, 9º Andar
São Paulo, SP, Brazil01317-910
Telephone: 55 11 3177 66953820
(Address of principal executive offices)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class | Name of each exchange on which registered | |
Common Shares, without par value (represented by, and traded only in the form of, American Depositary Shares (evidenced by American Depositary Receipts), with each American Depositary Share representing one common share) | New York Stock Exchange |
Securities registered or to be registered pursuant to Section 12(g) of the Act:
None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:
None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
The number of outstanding shares of each class as of December 31, 2015.2017.
Title of Class | Number of Shares Outstanding | |
Common Stock | 556,405,096 |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.x ☒ Yes¨ ☐ No
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ¨☐ Yes x☒ No
Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x☒ Yes ¨☐ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of RegulationsS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨☐ Yes x☒ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a non-accelerated filer.an emerging growth company. See definitionthe definitions of “large accelerated filer”, “accelerated filer,” and large accelerated filer”“emerging growth company” in Rule12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer x☒ Accelerated Filer ☐
¨Non-accelerated Non-accelerated Filer ¨☐ Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP | International Financial Reporting Standards as issued | |||
by the International Accounting Standards Board | other ☐ |
Indicate by check mark which financial statement item the registrant has elected to follow: Item 17¨ ☐ Item 18x ☒
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).¨ ☐ Yesx ☒ No
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MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS | ||||||
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ITEM 16. | 179 | |||||
ITEM 16A. | ||||||
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS | ||||||
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ITEM 16H. | 186 | |||||
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INTRODUCTION
Ultrapar is a Brazilian company with almost 80 years of history, with leading positions in the markets in which it operates: specialized distribution and retail through Ultragaz, Ipiranga and Extrafarma, production of specialty chemicals through Oxiteno and liquid bulk storage services through Ultracargo.
References in this annual report to “Ultrapar”, “we”, “our”, “us” and “the Company” are to Ultrapar Participações S.A. and its consolidated subsidiaries (unless the context otherwise requires). In addition, all references in this annual report to:
| • | “ABIHPEC” are toAssociação Brasileira da Indústria de Higiene Pessoal, Perfumaria e Cosméticos, the Brazilian association of personal care products; |
| • | “ABIQUIM” are toAssociação Brasileira da Indústria Química, the Brazilian association of chemical industries; |
| • | “ |
| • | “ABTL” are toAssociação Brasileira de Terminais de Líquidos, the Brazilian association of liquid bulk terminal operators; |
| • | “ANFAVEA” are toAssociação Nacional dos Fabricantes de Veículos Automotores, the Brazilian association of vehicle producers; |
| • | “ANP” are to theAgência Nacional |
| • | “ANVISA” are to theAgência Nacional de Vigilância Sanitária, the Brazilian health surveillance agency; |
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| • | “CADE” are toConselho Administrativo de Defesa Econômica, the Brazilian Antitrust Authority; |
| • | “CBPI” are to Companhia Brasileira de Petróleo Ipiranga,a company that was merged into IPP in November 2009; |
| • | “CDI” are to the Brazilian money market interest rate(Certificados de Depósito Interbancário); |
| • | “Central Bank” are to theBanco Central do Brasil, the Brazilian central bank; |
| • | “CVM” are toComissão de Valores Mobiliários, the Securities and Exchange Commission of Brazil; |
| • | “FGTS” are toFundo de Garantia do Tempo de Serviço, the Brazilian government severance indemnity fund; |
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| • | “Novo Mercado” are toNovo Mercado listing segment of |
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| • | “PIS and COFINS taxes” are toPrograma de Integração Social (Integration Program Taxes) andContribuição para o Financiamento da Securidade Social (Contribution for the Financing of Social Security Taxes), respectively; |
| • | “Real”, “Reais” or “R$” are to BrazilianReais, the official currency of Brazil; |
| • |
| • | “Sindusfarma” are toSindicato da Indústria de Produtos Farmacêuticos no Estado de São Paulo, the Brazilian association of the industry of pharmaceutical products in the state of São Paulo; |
| • | “STF” are toSupremo Tribunal Federal, the Brazilian Supreme Federal Court; |
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Unless otherwise specified, data related to (i) the Brazilian petrochemical industry included in this annual report were obtained from ABIQUIM, (ii) the LPG business were obtained from Sindigás and ANP, (iii) the fuel distribution business were obtained from SindicomPlural and ANP, (iv) the liquid bulk storage industry were obtained from ABTL, and (v) the retail pharmacy business were obtained from ABRAFARMA, IMS Health, ABIHPEC and Sindusfarma.
PRESENTATION OF FINANCIAL INFORMATION
Our audited consolidated financial statements included in Item 18 were prepared in accordance with IFRS as issued by the IASB and include our consolidated balance sheets as of December 31, 20152017 and 20142016 and the related consolidated income statements, statements of comprehensive income, changes in shareholders’ equity and statement of cash flows for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, as well as notes thereto.
The financial information presented in this annual report should be read in conjunction with our consolidated financial statements.
On January 31, 2014, Ultrapar acquired Extrafarma, one of Brazil’s top ten drugstore chains, marking our entry in the retail pharmacy business. The results of operations of the business acquired were consolidated into Ultrapar’s financial statements as from February 1, 2014. Ultrapar’s financial statements as of and for the periods prior to February 1, 2014 do not reflect any financial information of the acquired businesses. Accordingly, unless otherwise stated, 2014 financial and operational information for Extrafarma presented in this annual report relates to and refers to the11-month period from February 1, 2014 to December 31, 2014 only. See “Item 4.A. Information on the Company — History and Development of the Company — Extrafarma Transaction.”
On April 25, 2016March 31, 2018 the exchange rate forReais into U.S. dollars was R$3.5473.324 to US$1.00, based on the commercial selling rate as reported by the Central Bank. The commercial selling rate was R$3.9053.308 to US$1.00 on December 31, 2015,2017, and R$2.6563.259 to US$1.00 on December 31, 2014.2016. TheReal/dollar exchange rate fluctuates widely, and the current commercial selling rate may not be indicative of future exchange rates. See “Item 3.A. Key Information — Selected Consolidated Financial Data — Exchange Rates” for information regarding exchange rates for the Brazilian currency. Solely for the convenience of the reader, we have translated some amounts included in “Item 3.A. Key Information — Selected Consolidated Financial Information” and elsewhere in this annual report fromReais into U.S. dollars using the commercial selling rate as reported by the Central Bank at December 31, 20152017 of R$3.9053.308 to US$1.00. These translations should not be considered representations that any such amounts have been, could have been or could be converted into U.S. dollars at that or at any other exchange rate. Such translations should not be construed as representations that theReal amounts represent or have been or could be converted into U.S. dollars as of that or any other date. TheReal/dollar exchange rate has presented significant volatility since December 31, 2015 and as of the date of this annual report is considered materially different from the rate used to perform the translations throughout this document.
Segment information for our businesses is presented on an unconsolidated basis. See Note 30 to our consolidated financial statements for further information on segment information. Consequently, intercompany transactions have not been eliminated in segment information, and such information may differ from consolidated financial information provided elsewhere in this annual report. See “Item 7.B. Major Shareholders and Related Party Transactions — Related Party Transactions” for more information on intercompany transactions.
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Certain figures included in this annual report have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be an arithmetic aggregation of the figures that precede them.
Market share and economic information
All market share information, unless otherwise specified, related to (i) the LPG business was obtained from ANP, (ii) the fuel distribution business was obtained from SindicomPlural and ANP, (iii) the liquid bulk storage industry was obtained from ABTL and (iv) the retail pharmacy business was obtained from ABRAFARMA. Unless otherwise specified, all macroeconomic data are obtained from theInstituto Brasileiro de Geografia e Estatística—IBGE,Fundação Getulio Vargas—FGV and the Central Bank. Although we do not have any reason to believe any of this information is inaccurate in any material respect, we have not independently verified any such information.
FORWARD-LOOKING STATEMENTS
This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act subject to risks and uncertainties, including our estimates, plans, forecasts and expectations regarding future events, strategies and projections. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to update publicly or revise any forward-looking statements after we distribute this annual report because of new information, future events and other factors. Words such as “believe”, “expect”, “may”, “will”, “plan”, “strategy”, “prospect”, “foresee”, “estimate”, “project”, “anticipate”, “can”, “intend” and similar words are intended to identify forward-looking statements. We have made forward-looking statements with respect to, among other things, our:
The risks and uncertainties described above include, but are not limited to:
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Forward-looking statements involve risks and uncertainties and are not a guarantee of future results. In light of the risks and uncertainties described above, the forward-looking events and circumstances discussed in this annual report might not occur and our future results may differ materially from those expressed in or suggested by these forward-looking statements.
| ITEM 1. | IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS |
Not applicable.
| ITEM 2. | OFFER STATISTICS AND EXPECTED TIMETABLE |
Not applicable.
| ITEM 3. | KEY INFORMATION |
| A. | Selected Consolidated Financial Data |
We have selected the following consolidated financial data from our audited consolidated financial statements, for the periods indicated. You should read our selected consolidated financial data in conjunction with “Item 5. Operating and Financial Review and Prospects” and our audited consolidated financial statements and notes thereto included in this annual report. Our consolidated financial statements are prepared inReais and in accordance with IFRS. The consolidated balance sheets as of and for the years ended December 31, 20152017 and 20142016 and the consolidated income statements and cash flows as of and for the years ended December 31, 2015, 20142017, 2016 and 20132015 are derived from our audited consolidated financial statements included in this annual report. See “Presentation of Financial Information” and “Item 5.A. Operating and Financial Review and Prospects — Operating Results — Critical accounting policies.” The following table presents our selected financial information in accordance with IFRS at the dates and for each of the periods indicated.
Net revenue from sales and services Cost of products and services sold Gross profit Operating income (expenses) Selling and marketing7 Years Ended December 31, 2017(1) 2017 2016 2015 2014 2013 (in millions, except per share data) Income statements data: US$ R$ R$ R$ R$ R$ 24,186.0 80,007.4 77,353.0 75,655.3 67,736.3 60,940.2 (21,987.8 ) (72,735.8 ) (70,342.7 ) (68,933.7 ) (62,304.6 ) (56,165.4 ) 2,198.2 7,271.6 7,010.2 6,721.6 5,431.7 4,774.9 (872.2 ) (2,885.3 ) (2,651.5 ) (2,516.6 ) (2,158.7 ) (1,756.4 )
| Years Ended December 31 | Years Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
| 2015(1) | 2015 | 2014 | 2013 | 2012 | 2011 | 2017(1) | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||||||||
| (in millions, except per share data) | (in millions, except per share data) | |||||||||||||||||||||||||||||||||||||||||||||||
Income statements data: | US$ | R$ | R$ | R$ | R$ | R$ | US$ | R$ | R$ | R$ | R$ | R$ | ||||||||||||||||||||||||||||||||||||
Net revenue from sales and services | 19,374.9 | 75,655.3 | 67,736.3 | 60,940.2 | 53,868.9 | 48,628.7 | ||||||||||||||||||||||||||||||||||||||||||
Cost of products and services sold | (17,653.6 | ) | (68,933.7 | ) | (62,304.6 | ) | (56,165.4 | ) | (49,768.1 | ) | (45,124.3 | ) | ||||||||||||||||||||||||||||||||||||
General and administrative | (476.6 | ) | (1,576.5 | ) | (1,445.9 | ) | (1,321.3 | ) | (1,130.3 | ) | (1,012.3 | ) | ||||||||||||||||||||||||||||||||||||
Gain (loss) on disposal of property, plant and equipment and intangibles | (0.7 | ) | (2.2 | ) | (6.1 | ) | 27.3 | 37.0 | 40.3 | |||||||||||||||||||||||||||||||||||||||
Other operating income, net | 17.9 | 59.4 | 199.0 | 50.6 | 106.9 | 97.6 | ||||||||||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of joint ventures and associates | 866.7 | 2,866.9 | 3,105.7 | 2,961.5 | 2,286.6 | 2,144.0 | ||||||||||||||||||||||||||||||||||||||||||
Financial result, net | (143.4 | ) | (474.3 | ) | (842.6 | ) | (703.3 | ) | (445.4 | ) | (337.6 | ) | ||||||||||||||||||||||||||||||||||||
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Gross profit | 1,721.4 | 6,721.6 | 5,431.7 | 4,774.9 | 4,100.8 | 3,504.4 | ||||||||||||||||||||||||||||||||||||||||||
Operating income (expenses) | ||||||||||||||||||||||||||||||||||||||||||||||||
Selling and marketing | (644.5 | ) | (2,516.6 | ) | (2,158.7 | ) | (1,756.4 | ) | (1,579.6 | ) | (1,348.6 | ) | ||||||||||||||||||||||||||||||||||||
General and administrative | (338.4 | ) | (1,321.3 | ) | (1,130.3 | ) | (1,012.3 | ) | (891.1 | ) | (773.7 | ) | ||||||||||||||||||||||||||||||||||||
Gain on disposal of property, plant and equipment and intangibles | 7.0 | 27.3 | 37.0 | 40.3 | 3.7 | 21.4 | ||||||||||||||||||||||||||||||||||||||||||
Other operating income, net | 13.0 | 50.6 | 106.9 | 97.6 | 74.1 | 52.2 | ||||||||||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit of joint ventures and associates | 758.4 | 2,961.5 | 2,286.6 | 2,144.0 | 1,707.9 | 1,455.7 | ||||||||||||||||||||||||||||||||||||||||||
Financial income | 109.2 | 426.4 | 366.0 | 240.6 | 208.2 | 309.1 | ||||||||||||||||||||||||||||||||||||||||||
Financial expenses | (289.3 | ) | (1,129.8 | ) | (811.4 | ) | (578.2 | ) | (478.5 | ) | (616.6 | ) | ||||||||||||||||||||||||||||||||||||
Share of profit (loss) of joint ventures and associates | (2.8 | ) | (10.9 | ) | (16.5 | ) | (5.0 | ) | 10.5 | 13.9 | 6.2 | 20.7 | 7.5 | (10.9 | ) | (16.5 | ) | (5.0 | ) | |||||||||||||||||||||||||||||
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Income before income and social contribution taxes | 575.5 | 2,247.3 | 1,824.7 | 1,801.4 | 1,448.0 | 1,162.0 | 729.5 | 2,413.3 | 2,270.6 | 2,247.3 | 1,824.7 | 1,801.4 | ||||||||||||||||||||||||||||||||||||
Income and social contribution taxes | ||||||||||||||||||||||||||||||||||||||||||||||||
Current | (205.4 | ) | (802.0 | ) | (615.1 | ) | (534.5 | ) | (356.3 | ) | (238.6 | ) | (278.9 | ) | (922.5 | ) | (800.5 | ) | (719.5 | ) | (551.7 | ) | (481.7 | ) | ||||||||||||||||||||||||
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Deferred | (3.8 | ) | (14.8 | ) | (21.7 | ) | (91.0 | ) | (108.4 | ) | (91.3 | ) | 25.1 | 83.0 | 100.5 | (14.8 | ) | (21.7 | ) | (91.0 | ) | |||||||||||||||||||||||||||
Taxes incentives | 21.1 | 82.4 | 63.4 | 52.8 | 43.4 | 28.2 | ||||||||||||||||||||||||||||||||||||||||||
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| (188.1 | ) | (734.3 | ) | (573.5 | ) | (572.7 | ) | (421.3 | ) | (301.7 | ) | (253.8 | ) | (839.4 | ) | (700.0 | ) | (734.3 | ) | (573.5 | ) | (572.7 | ) | |||||||||||||||||||||||||
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Net income for the year | 387.5 | 1,513.0 | 1,251.2 | 1,228.7 | 1,026.8 | 860.3 | 475.8 | 1,573.9 | 1,570.6 | 1,513.0 | 1,251.2 | 1,228.7 | ||||||||||||||||||||||||||||||||||||
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Net income for the year attributable to: | ||||||||||||||||||||||||||||||||||||||||||||||||
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Shareholders of the Company | 385.0 | 1,503.5 | 1,241.6 | 1,225.1 | 1,019.9 | 854.3 | 475.9 | 1,574.3 | 1,561.6 | 1,503.5 | 1,241.6 | 1,225.1 | ||||||||||||||||||||||||||||||||||||
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Non-controlling interests in subsidiaries | 2.4 | 9.5 | 9.7 | 3.6 | 6.9 | 6.0 | (0.1 | ) | (0.4 | ) | 9.0 | 9.5 | 9.7 | 3.6 | ||||||||||||||||||||||||||||||||||
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Earnings per share(2) | ||||||||||||||||||||||||||||||||||||||||||||||||
Basic | 0.71 | 2.76 | 2.28 | 2.29 | 1.91 | 1.60 | 0.88 | 2.91 | 2.88 | 2.76 | 2.28 | 2.29 | ||||||||||||||||||||||||||||||||||||
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Diluted | 0.70 | 2.74 | 2.26 | 2.28 | 1.90 | 1.59 | 0.87 | 2.88 | 2.86 | 2.74 | 2.26 | 2.28 | ||||||||||||||||||||||||||||||||||||
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Dividends per share | 0.41 | 1.60 | 1.42 | 1.37 | 1.17 | 0.98 | 0.53 | 1.75 | 1.67 | 1.60 | 1.42 | 1.37 | ||||||||||||||||||||||||||||||||||||
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Other financial data | ||||||||||||||||||||||||||||||||||||||||||||||||
Cash flows from operating activities | 819.9 | 3,201.7 | 2,650.7 | 2,120.7 | 2,443.7 | 1,673.7 | 689.1 | 2,279.4 | 2,513.7 | 3,201.7 | 2,650.7 | 2,120.7 | ||||||||||||||||||||||||||||||||||||
Cash flows from investing activities | (205.3 | ) | (801.8 | ) | (1,540.2 | ) | (1,287.9 | ) | (1,565.0 | ) | (1,445.2 | ) | ||||||||||||||||||||||||||||||||||||
Cash flows from financing activities | (645.5 | ) | (2,520.7 | ) | (539.3 | ) | (578.9 | ) | (622.7 | ) | (1,093.7 | ) | ||||||||||||||||||||||||||||||||||||
Cash flows used in investing activities | (578.0 | ) | (1,912.1 | ) | (1,848.8 | ) | (801.8 | ) | (1,540.2 | ) | (1,287.9 | ) | ||||||||||||||||||||||||||||||||||||
Cash flows from (used in) financing activities | 102.9 | 340.3 | 928.4 | (2,520.7 | ) | (539.3 | ) | (578.9 | ) | |||||||||||||||||||||||||||||||||||||||
Depreciation and amortization(3) | 256.8 | 1,002.6 | 887.8 | 778.9 | 693.1 | 578.0 | 355.5 | 1,176.0 | 1,103.5 | 1,002.6 | 887.8 | 778.9 | ||||||||||||||||||||||||||||||||||||
EBITDA(4) | 1,012.4 | 3,953.3 | 3,157.9 | 2,918.0 | 2,411.4 | 2,047.5 | 1,228.4 | 4,063.5 | 4,216.7 | 3,953.3 | 3,157.9 | 2,918.0 | ||||||||||||||||||||||||||||||||||||
Net debt(5) | (1,262.2 | ) | (4,928.4 | ) | (3,975.1 | ) | (3,425.9 | ) | (3,084.0 | ) | (2,882.8 | ) | (2,182.8 | ) | (7,220.7 | ) | (5,715.3 | ) | (4,928.4 | ) | (3,975.1 | ) | (3,425.9 | ) | ||||||||||||||||||||||||
Number of common shares (in thousands)(6) | 556,405.1 | 556,405.1 | 556,405.1 | 544,384.0 | 544,384.0 | 544,384.0 | 556,405.1 | 556,405.1 | 556,405.1 | 556,405.1 | 556,405.1 | 544,384.0 | ||||||||||||||||||||||||||||||||||||
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| (1) | The figures inReais for December 31, |
| (2) | Earnings per share are calculated based on the net income attributable to Ultrapar’s shareholders and the weighted average shares outstanding during each of the years presented. |
| (3) | Represents depreciation and amortization expenses included in cost of products and services sold and in selling, marketing, general and administrative expenses. |
| (4) | EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is presented in this document in accordance with ICVM 527/12 and represents our net income before (i) income and social contribution taxes, (ii) net financial expense (income) and (iii) depreciation and amortization. The purpose of including EBITDA information is to provide a measure used by management for internal assessment of our operating results, and because a portion of our employee profit sharing plan is linked directly or indirectly to EBITDA performance. It is also a financial indicator widely used by investors and analysts to measure our ability to generate cash from operations and our operating performance. We also calculate EBITDA in connection with covenants related to some of our financing, as described in Note 14 to our consolidated financial statements. We believe EBITDA allows a better understanding not only of our financial performance but also of our capacity of meeting the payment of interest and principal from our debt and of obtaining resources for our investments and working capital. Our definition of EBITDA may differ from, and, therefore, may not be comparable with similarly titled measures used by other companies, thereby limiting its usefulness as a comparative measure. Because EBITDA excludes net financial expense (income), income and social contribution taxes and depreciation and amortization, it provides an indicator of general economic performance that is not affected by debt restructurings, fluctuations in interest rates or changes in income and social contribution taxes, depreciation and amortization. EBITDA is not a measure of financial performance under IFRS, and it should not be considered in isolation, or as a substitute for net income, as a measure of operating performance, as a substitute for cash flows from operations or as a measure of liquidity. EBITDA has material limitations that impair its value as a measure of a company’s overall profitability since it does not address certain ongoing costs of our business that could significantly affect profitability such as financial expense (income), income and social contribution taxes, depreciation and amortization. The tables below provide a reconciliation of net income and operating income before financial income (expenses) and share of profit (loss) of joint-ventures and associates to EBITDA for Ultrapar and a reconciliation of operating income before financial income (expenses) and share of profit (loss) of joint-ventures and associates to EBITDA for Ultragaz, Ipiranga, Oxiteno and Ultracargo for the years ended December 31, 2017, 2016, 2015, 2014 |
8
| Ultrapar | Ultrapar | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of net income to EBITDA | Reconciliation of net income to EBITDA | |||||||||||||||||||||||||||||||||||||||
| Years ended December 31 | Years ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||
Net income | 1,513.0 | 1,251.2 | 1,228.7 | 1,026.8 | 860.3 | 1,573.9 | 1,570.6 | 1,513.0 | 1,251.2 | 1,228.7 | ||||||||||||||||||||||||||||||
Depreciation and amortization | 1,002.6 | 887.8 | 778.9 | 693.1 | 578.0 | 1,176.0 | 1,103.5 | 1,002.6 | 887.8 | 778.9 | ||||||||||||||||||||||||||||||
Net financial expenses | 703.3 | 445.4 | 337.6 | 270.3 | 307.6 | 474.3 | 842.6 | 703.3 | 445.4 | 337.6 | ||||||||||||||||||||||||||||||
Income and social contribution taxes | 734.3 | 573.5 | 572.7 | 421.3 | 301.7 | 839.4 | 700.0 | 734.3 | 573.5 | 572.7 | ||||||||||||||||||||||||||||||
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EBITDA(4) | 3,953.3 | 3,157.9 | 2,918.0 | 2,411.4 | 2,047.5 | 4,063.5 | 4,216.7 | 3,953.3 | 3,157.9 | 2,918.0 | ||||||||||||||||||||||||||||||
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| Ultrapar | Ultrapar | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of operating income to EBITDA | Reconciliation of operating income to EBITDA | |||||||||||||||||||||||||||||||||||||||
| Years ended December 31 | Years ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of joint-ventures and associates | 2,961.5 | 2,286.6 | 2,144.0 | 1,707.9 | 1,455.7 | 2,866.9 | 3,105.7 | 2,961.5 | 2,286.6 | 2,144.0 | ||||||||||||||||||||||||||||||
Depreciation and amortization | 1,002.6 | 887.8 | 778.9 | 693.1 | 578.0 | 1,176.0 | 1,103.5 | 1,002.6 | 887.8 | 778.9 | ||||||||||||||||||||||||||||||
Share of profit (loss) of joint-ventures and associates | (10.9 | ) | (16.5 | ) | (5.0 | ) | 10.5 | 13.9 | 20.7 | 7.5 | (10.9 | ) | (16.5 | ) | (5.0 | ) | ||||||||||||||||||||||||
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EBITDA(4) | 3,953.3 | 3,157.9 | 2,918.0 | 2,411.4 | 2,047.5 | 4,063.5 | 4,216.7 | 3,953.3 | 3,157.9 | 2,918.0 | ||||||||||||||||||||||||||||||
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| Ultragaz | Ultragaz | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of operating income to EBITDA | Reconciliation of operating income to EBITDA | |||||||||||||||||||||||||||||||||||||||
| Years ended December 31 | Years ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of associates | 213.9 | 169.0 | 147.0 | 114.3 | 163.4 | 269.1 | 288.4 | 213.9 | 169.0 | 147.0 | ||||||||||||||||||||||||||||||
Depreciation and amortization | 143.2 | 136.4 | 133.5 | 131.4 | 117.5 | 182.8 | 158.2 | 143.2 | 136.4 | 133.5 | ||||||||||||||||||||||||||||||
Share of profit (loss) of associates | (0.1 | ) | 0.2 | 0.0 | 0.0 | 0.0 | 1.2 | (0.0 | ) | (0.1 | ) | 0.2 | 0.0 | |||||||||||||||||||||||||||
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EBITDA(4) | 357.0 | 305.5 | 280.5 | 245.7 | 280.9 | 453.2 | 446.6 | 357.0 | 305.5 | 280.5 | ||||||||||||||||||||||||||||||
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| Oxiteno | Oxiteno | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of operating income to EBITDA | Reconciliation of operating income to EBITDA | |||||||||||||||||||||||||||||||||||||||
| Years ended December 31 | Years ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of associates | 579.5 | 264.2 | 308.6 | 228.8 | 156.0 | 140.3 | 308.2 | 579.5 | 264.2 | 308.6 | ||||||||||||||||||||||||||||||
Depreciation and amortization | 158.3 | 138.5 | 131.9 | 123.1 | 106.3 | �� | 153.1 | 149.7 | 158.3 | 138.5 | 131.9 | |||||||||||||||||||||||||||||
Share of profit (loss) of associates | 2.0 | 1.0 | 0.1 | (0.1 | ) | 0.0 | 1.4 | 1.0 | 2.0 | 1.0 | 0.1 | |||||||||||||||||||||||||||||
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EBITDA(4) | 739.8 | 403.7 | 440.6 | 351.8 | 262.3 | 294.8 | 458.9 | 739.8 | 403.7 | 440.6 | ||||||||||||||||||||||||||||||
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Operating income (expense) before financial income (expenses) and share of profit of joint-ventures and associates Depreciation and amortization Share of profit (loss) of joint-ventures and associates EBITDA(4) Ultracargo Reconciliation of operating income to EBITDA Years ended December 31, 2017 2016 2015 2014 2013 (in millions ofReais) 74.9 127.9 (16.1 ) 117.3 108.9 47.7 43.4 41.7 49.4 47.3 1.6 (0.0 ) 0.7 0.2 1.3 124.1 171.2 26.3 166.9 157.5
9
| Ultracargo | Ipiranga | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of operating income to EBITDA | Reconciliation of operating income to EBITDA | |||||||||||||||||||||||||||||||||||||||
| Years ended December 31 | Years ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions of Reais) | |||||||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit of | (16.1 | ) | 117.3 | 108.9 | 105.5 | 87.4 | ||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit of associates | 2,418.5 | 2,383.6 | 2,154.6 | 1,758.1 | 1,574.7 | |||||||||||||||||||||||||||||||||||
Depreciation and amortization | 41.7 | 49.4 | 47.3 | 36.6 | 28.2 | 716.8 | 695.7 | 612.7 | 529.0 | 454.2 | ||||||||||||||||||||||||||||||
Share of profit of joint-ventures and associates | 0.7 | 0.2 | 1.3 | 0.6 | 1.2 | |||||||||||||||||||||||||||||||||||
Share of profit (loss) of associates | 1.2 | 1.2 | 1.5 | 1.0 | 0.8 | |||||||||||||||||||||||||||||||||||
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EBITDA | 26.3 | 166.9 | 157.5 | 142.7 | 116.8 | 3,136.5 | 3,080.5 | 2,768.8 | 2,288.0 | 2,029.6 | ||||||||||||||||||||||||||||||
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| Ipiranga | ||||||||||||||||||||
| Reconciliation of operating income to EBITDA | ||||||||||||||||||||
| Years ended December 31 | ||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | ||||||||||||||||
| (in millions ofReais) | ||||||||||||||||||||
Operating income before financial income (expenses) and share of profit ofjoint-ventures and associates | 2,154.6 | 1,758.1 | 1,574.7 | 1,254.4 | 1,042.4 | |||||||||||||||
Depreciation and amortization | 612.7 | 529.0 | 454.2 | 390.7 | 316.2 | |||||||||||||||
Share of profit of joint-ventures and associates | 1.5 | 1.0 | 0.8 | 7.4 | 7.9 | |||||||||||||||
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EBITDA(4) | 2,768.8 | 2,288.0 | 2,029.6 | 1,652.6 | 1,366.4 | |||||||||||||||
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| Extrafarma | ||||||||||||||||||||
| Reconciliation of operating income to EBITDA | ||||||||||||||||||||
| Years ended December 31 | ||||||||||||||||||||
| 2015 | 2014(7) | 2013 | 2012 | 2011 | ||||||||||||||||
| (in millions ofReais) | ||||||||||||||||||||
Operating income before financial income (expenses) | 5.0 | 16.9 | ||||||||||||||||||
Depreciation and amortization | 23.7 | 12.8 | ||||||||||||||||||
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EBITDA(4) | 28.7 | 29.8 | — | — | — | |||||||||||||||
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| Extrafarma | ||||||||||||||||||||
| Reconciliation of operating income to EBITDA | ||||||||||||||||||||
| Years ended December 31, | ||||||||||||||||||||
| 2017 | 2016 | 2015 | 2014(7) | 2013 | ||||||||||||||||
| (in millions ofReais) | ||||||||||||||||||||
Operating income (expense) before financial income (expenses) | (36.9 | ) | (5.6 | ) | 5.0 | 16.9 | ||||||||||||||
Depreciation and amortization | 60.8 | 42.7 | 23.7 | 12.8 | ||||||||||||||||
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EBITDA(4) | 24.0 | 37.1 | 28.7 | 29.8 | — | |||||||||||||||
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10
The reconciliation of EBITDA to cash flows from operating activities for the years ending December 31, 2017, 2016, 2015, 2014 2013, 2012 and 20112013 is presented in the table below:
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions of Reais) | |||||||||||||||||||||||||||||||||||||||
Net income for the year | 1,513.0 | 1,251.2 | 1,228.7 | 1,026.8 | 860.3 | 1,573.9 | 1,570.6 | 1,513.0 | 1,251.2 | 1,228.7 | ||||||||||||||||||||||||||||||
Adjustments to reconcile net income to EBITDA: | ||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization | 1,002.6 | 887.8 | 778.9 | 693.1 | 578.0 | 1,176.0 | 1,103.5 | 1,002.6 | 887.8 | 778.9 | ||||||||||||||||||||||||||||||
Net financial expenses | 703.3 | 445.4 | 337.6 | 270.3 | 307.6 | |||||||||||||||||||||||||||||||||||
Financial result, net | 474.3 | 842.6 | 703.3 | 445.4 | 337.6 | |||||||||||||||||||||||||||||||||||
Income and social contribution taxes | 734.3 | 573.5 | 572.7 | 421.3 | 301.7 | 839.4 | 700.0 | 734.3 | 573.5 | 572.7 | ||||||||||||||||||||||||||||||
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EBITDA(4) | 3,953.3 | 3,157.9 | 2,918.0 | 2,411.4 | 2,047.5 | 4,063.5 | 4,216.7 | 3,953.3 | 3,157.9 | 2,918.0 | ||||||||||||||||||||||||||||||
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Adjustments to reconcile EBITDA to cash provided by operating activities: | ||||||||||||||||||||||||||||||||||||||||
Financial result that affected the cash flow from operating activities | 879.2 | 519.4 | 274.5 | 345.2 | 424.4 | 380.4 | (78.8 | ) | 879.2 | 519.4 | 274.5 | |||||||||||||||||||||||||||||
Current income and social contribution taxes | (802.0 | ) | (615.1 | ) | (534.5 | ) | (356.3 | ) | (238.6 | ) | (922.5 | ) | (800.5 | ) | (719.5 | ) | (551.7 | ) | (481.7 | ) | ||||||||||||||||||||
Tax incentives (income and social contribution taxes) | 82.4 | 63.4 | 52.8 | 43.4 | 28.2 | |||||||||||||||||||||||||||||||||||
PIS and COFINS credits on depreciation | 12.1 | 12.7 | 12.4 | 11.6 | 10.1 | 13.1 | 12.6 | 12.1 | 12.7 | 12.4 | ||||||||||||||||||||||||||||||
Assets retirement obligation | (3.9 | ) | (4.0 | ) | (5.4 | ) | (2.5 | ) | (3.0 | ) | (15.4 | ) | (2.8 | ) | (3.9 | ) | (4.0 | ) | (5.4 | ) | ||||||||||||||||||||
Others | 0.3 | (14.5 | ) | (31.1 | ) | (2.9 | ) | �� | (20.3 | ) | 10.1 | 0.1 | 0.3 | (14.5 | ) | (31.1 | ) | |||||||||||||||||||||||
(Increase) decrease in current assets | ||||||||||||||||||||||||||||||||||||||||
Trade receivables | (615.4 | ) | (212.3 | ) | (8.4 | ) | (247.8 | ) | (316.0 | ) | (665.1 | ) | (326.7 | ) | (615.4 | ) | (212.3 | ) | (8.4 | ) | ||||||||||||||||||||
Inventories | (615.4 | ) | (184.3 | ) | (298.9 | ) | 48.5 | (180.2 | ) | (605.8 | ) | (263.0 | ) | (615.4 | ) | (184.3 | ) | (298.9 | ) | |||||||||||||||||||||
Recoverable taxes | (60.1 | ) | (106.8 | ) | (2.0 | ) | (4.5 | ) | (117.4 | ) | (334.2 | ) | 87.0 | (60.1 | ) | (106.8 | ) | (2.0 | ) | |||||||||||||||||||||
Other receivables | 13.6 | (8.2 | ) | 1.1 | 1.3 | (2.7 | ) | |||||||||||||||||||||||||||||||||
Insurance and other receivables | 358.7 | (309.7 | ) | 13.6 | (8.2 | ) | 1.1 | |||||||||||||||||||||||||||||||||
Prepaid expenses | (14.2 | ) | 8.1 | (11.4 | ) | (10.6 | ) | (4.8 | ) | (23.0 | ) | (40.0 | ) | (14.2 | ) | 8.1 | (11.4 | ) | ||||||||||||||||||||||
Increase (decrease) in current liabilities | ||||||||||||||||||||||||||||||||||||||||
Trade payables | 181.0 | 192.1 | (328.8 | ) | 198.3 | 153.2 | 412.4 | 249.1 | 181.0 | 192.1 | (328.8 | ) | ||||||||||||||||||||||||||||
Salaries and related charges | 109.7 | (19.6 | ) | 45.1 | (18.4 | ) | 38.6 | 7.1 | (41.6 | ) | 109.7 | (19.6 | ) | 45.1 | ||||||||||||||||||||||||||
Taxes payable | 30.0 | 19.1 | 8.6 | (2.5 | ) | (42.1 | ) | 34.7 | 2.2 | 30.0 | 19.1 | 8.6 | ||||||||||||||||||||||||||||
Income and social contribution taxes | 504.5 | 437.1 | 350.8 | 208.2 | 93.1 | 783.7 | 567.3 | 504.5 | 437.1 | 350.8 | ||||||||||||||||||||||||||||||
Post-employment benefits | — | (0.5 | ) | 1.9 | (1.7 | ) | 1.9 | 5.1 | 11.2 | — | (0.5 | ) | 1.9 | |||||||||||||||||||||||||||
Provision for tax, civil and labor risks | (18.8 | ) | (5.1 | ) | 19.8 | 8.5 | 1.7 | 11.9 | 7.4 | (18.8 | ) | (5.1 | ) | 19.8 | ||||||||||||||||||||||||||
Other payables | 29.2 | (21.0 | ) | 36.6 | (0.2 | ) | 26.2 | |||||||||||||||||||||||||||||||||
Insurance and other payables | (34.0 | ) | 56.8 | 29.2 | (21.0 | ) | 36.6 | |||||||||||||||||||||||||||||||||
Deferred revenue | 1.0 | 0.6 | (0.3 | ) | (1.7 | ) | 5.2 | (3.9 | ) | (2.1 | ) | 1.0 | 0.6 | (0.3 | ) | |||||||||||||||||||||||||
(Increase) decrease in non-current assets | ||||||||||||||||||||||||||||||||||||||||
Trade receivables | (8.4 | ) | (19.3 | ) | 13.0 | (19.6 | ) | (21.0 | ) | (102.9 | ) | (74.8 | ) | (8.4 | ) | (19.3 | ) | 13.0 | ||||||||||||||||||||||
Recoverable taxes | (60.0 | ) | (38.0 | ) | 11.7 | 32.3 | (26.4 | ) | (130.2 | ) | (47.2 | ) | (60.0 | ) | (38.0 | ) | 11.7 | |||||||||||||||||||||||
Escrow deposits | (44.0 | ) | (80.6 | ) | (81.2 | ) | (64.5 | ) | (88.7 | ) | (39.8 | ) | (37.9 | ) | (44.0 | ) | (80.6 | ) | (81.2 | ) | ||||||||||||||||||||
Other receivables | (10.7 | ) | 0.8 | 2.2 | (9.7 | ) | (0.6 | ) | (4.4 | ) | 13.8 | (10.7 | ) | 0.8 | 2.2 | |||||||||||||||||||||||||
Prepaid expenses | (15.4 | ) | 0.5 | (18.2 | ) | 1.5 | (27.9 | ) | (116.7 | ) | (65.8 | ) | (15.4 | ) | 0.5 | (18.2 | ) | |||||||||||||||||||||||
Increase (decrease) in non-current liabilities | ||||||||||||||||||||||||||||||||||||||||
Post-employment benefits | 10.9 | 9.5 | 8.3 | 8.8 | (4.8 | ) | 13.2 | (0.0 | ) | 10.9 | 9.5 | 8.3 | ||||||||||||||||||||||||||||
Provision for tax, civil and labor risks | 61.4 | (12.0 | ) | 18.8 | 38.6 | 41.7 | (68.2 | ) | 42.4 | 61.4 | (12.0 | ) | 18.8 | |||||||||||||||||||||||||||
Other payables | 20.1 | (10.8 | ) | (21.8 | ) | (3.1 | ) | 25.0 | 88.0 | (19.3 | ) | 20.1 | (10.8 | ) | (21.8 | ) | ||||||||||||||||||||||||
Deferred revenue | 3.3 | (1.4 | ) | (0.7 | ) | 1.1 | 2.8 | 0.4 | 1.5 | 3.3 | (1.4 | ) | (0.7 | ) | ||||||||||||||||||||||||||
Income and social contribution taxes paid | (422.0 | ) | (416.6 | ) | (312.1 | ) | (169.1 | ) | (131.5 | ) | (836.8 | ) | (644.2 | ) | (422.0 | ) | (416.6 | ) | (312.1 | ) | ||||||||||||||||||||
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Net cash provided by operating activities | 3,201.7 | 2,650.7 | 2,120.7 | 2,443.7 | 1,673.7 | 2,279.4 | 2,513.7 | 3,201.7 | 2,650.7 | 2,120.7 | ||||||||||||||||||||||||||||||
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| (5) | Net debt is included in this document in order to provide the reader with information relating to our overall indebtedness and financial position. Net debt is not a measure of financial performance or liquidity under IFRS. In managing our businesses, we rely on net debt as a means of assessing our financial condition. We believe that this type of measurement is useful for comparing our financial condition from period to period and making related management decisions. Net debt is also used in connection with covenants related to some of our financings. The table below provides a reconciliation of our consolidated balance sheet data to the net debt positions shown in the table, as of December 31, 2017, 2016, 2015, 2014 |
11
| Ultrapar | Ultrapar | |||||||||||||||||||||||||||||||||||||||
| Reconciliation of consolidated balance sheets to net debt | Reconciliation of consolidated balance sheets to net debt | |||||||||||||||||||||||||||||||||||||||
| As of December 31 | As of December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||
Current loans and hedging instruments and finance leases | (1,822.5 | ) | (1,824.0 | ) | (1,050.5 | ) | (2,557.5 | ) | (1,769.6 | ) | ||||||||||||||||||||||||||||||
Current debentures | (1,681.2 | ) | (651.6 | ) | (47.4 | ) | (884.9 | ) | (60.4 | ) | ||||||||||||||||||||||||||||||
Non-current loans and hedging instruments and finance leases | (6,159.4 | ) | (6,846.2 | ) | (5,604.9 | ) | (3,533.9 | ) | (3,740.6 | ) | ||||||||||||||||||||||||||||||
Non-current debentures | (3,927.6 | ) | (2,095.3 | ) | (2,198.8 | ) | (1,399.0 | ) | (1,399.0 | ) | ||||||||||||||||||||||||||||||
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Gross debt position | (13,590.6 | ) | (11,417.1 | ) | (8,901.6 | ) | (8,375.2 | ) | (6,969.6 | ) | ||||||||||||||||||||||||||||||
Cash and cash equivalents | 2,702.9 | 2,827.4 | 2,276.1 | 2,021.1 | 1,765.5 | 5,002.0 | 4,274.2 | 2,702.9 | 2,827.4 | 2,276.1 | ||||||||||||||||||||||||||||||
Current financial investments | 803.3 | 1,441.8 | 1,149.1 | 961.2 | 819.3 | 1,283.5 | 1,412.6 | 803.3 | 1,441.8 | 1,149.1 | ||||||||||||||||||||||||||||||
Non-current financial investments | 467.0 | 130.9 | 118.5 | 149.5 | 74.4 | 84.4 | 15.1 | 467.0 | 130.9 | 118.5 | ||||||||||||||||||||||||||||||
Current loans and finance leases | (1,050.5 | ) | (2,557.5 | ) | (1,769.6 | ) | (1,575.0 | ) | (1,302.5 | ) | ||||||||||||||||||||||||||||||
Current debentures | (47.4 | ) | (884.9 | ) | (60.4 | ) | (53.0 | ) | (1,002.5 | ) | ||||||||||||||||||||||||||||||
Non-current loans and finance leases | (5,604.9 | ) | (3,533.9 | ) | (3,740.6 | ) | (3,192.6 | ) | (3,237.1 | ) | ||||||||||||||||||||||||||||||
Non-current debentures | (2,198.8 | ) | (1,399.0 | ) | (1,399.0 | ) | (1,395.3 | ) | — | |||||||||||||||||||||||||||||||
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Net debt position | (4,928.4 | ) | (3,975.1 | ) | (3,425.9 | ) | (3,084.0 | ) | (2,882.8 | ) | ||||||||||||||||||||||||||||||
Net debt | (7,220.7 | ) | (5,715.3 | ) | (4,928.4 | ) | (3,975.1 | ) | (3,425.9 | ) | ||||||||||||||||||||||||||||||
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| (6) | The number of shares corresponds to the totality of shares issued by the Company, including those held in treasury. |
| (7) | Reflects results of operations for the11-month period from February 1, 2014, the date on which Extrafarma’s results of operations were consolidated into our financial statements, through December 31, 2014. For additional information, see “Presentation of Financial Information.” |
12
| (8) | EBITDA does not include losses related to ConectCar in the amount of R$21.0, R$24.4 million, R$23.2 million, R$18.7 million and R$12.0 million in 2017, 2016, 2015, 2014 and 2013, respectively. |
The following tables present our consolidated balance sheetsheets in accordance with IFRS as of the dates indicated.
| As of December 31 | ||||||||||||||||||||||||
| 2015(1) | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
Consolidated balance sheets data: | US$ | R$ | R$ | R$ | R$ | R$ | ||||||||||||||||||
Current assets | ||||||||||||||||||||||||
Cash and cash equivalents | 692.2 | 2,702.9 | 2,827.4 | 2,276.1 | 2,021.1 | 1,765.5 | ||||||||||||||||||
Financial investments | 205.7 | 803.3 | 1,441.8 | 1,149.1 | 961.2 | 819.3 | ||||||||||||||||||
Trade receivables, net | 811.1 | 3,167.2 | 2,604.1 | 2,321.5 | 2,306.5 | 2,023.4 | ||||||||||||||||||
Inventories, net | 639.0 | 2,495.2 | 1,925.0 | 1,592.5 | 1,290.7 | 1,303.5 | ||||||||||||||||||
Recoverable taxes, net | 161.0 | 628.8 | 593.5 | 480.0 | 478.0 | 466.5 | ||||||||||||||||||
Other receivables | 8.3 | 32.5 | 43.3 | 19.4 | 20.5 | 20.2 | ||||||||||||||||||
Prepaid expenses, net | 20.9 | 81.5 | 67.3 | 65.2 | 53.8 | 39.9 | ||||||||||||||||||
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Total current assets | 2,538.2 | 9,911.4 | 9,502.4 | 7,903.9 | 7,133.0 | 6,438.4 | ||||||||||||||||||
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Non-current assets | ||||||||||||||||||||||||
Financial investments | 119.6 | 467.0 | 130.9 | 118.5 | 149.5 | 74.4 | ||||||||||||||||||
Trade receivables, net | 39.0 | 152.2 | 143.8 | 124.5 | 137.4 | 117.7 | ||||||||||||||||||
Related parties | 0.1 | 0.5 | 10.9 | 10.9 | 10.9 | 10.1 | ||||||||||||||||||
Deferred income and social contribution taxes | 143.2 | 559.0 | 462.6 | 376.1 | 469.3 | 511.0 | ||||||||||||||||||
Recoverable taxes, net | 34.7 | 135.4 | 75.4 | 37.4 | 49.1 | 81.4 | ||||||||||||||||||
Escrow deposits | 189.7 | 740.8 | 696.8 | 614.9 | 533.7 | 469.2 | ||||||||||||||||||
Other receivables | 4.2 | 16.5 | 5.8 | 6.6 | 11.0 | 1.3 | ||||||||||||||||||
Prepaid expenses, net | 37.6 | 146.7 | 131.2 | 97.8 | 79.7 | 67.9 | ||||||||||||||||||
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| 568.1 | 2,218.1 | 1,657.5 | 1,386.7 | 1,440.5 | 1,333.0 | |||||||||||||||||||
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Investments | ||||||||||||||||||||||||
In joint-ventures | 20.3 | 79.4 | 54.5 | 44.4 | 28.2 | 120.8 | ||||||||||||||||||
In associates | 5.5 | 21.5 | 13.1 | 11.7 | 12.7 | 12.6 | ||||||||||||||||||
Other | 0.7 | 2.8 | 2.8 | 2.8 | 2.8 | 2.8 | ||||||||||||||||||
Property, plant and equipment, net | 1,392.9 | 5,438.9 | 5,092.0 | 4,860.2 | 4,667.0 | 4,250.9 | ||||||||||||||||||
Intangible assets, net | 843.6 | 3,293.9 | 3,158.1 | 2,168.8 | 1,965.3 | 1,539.1 | ||||||||||||||||||
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| 2,263.0 | 8,836.6 | 8,320.5 | 7,087.9 | 6,676.0 | 5,926.2 | |||||||||||||||||||
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Total non-current assets | 2,831.1 | 11,054.7 | 9,978.0 | 8,474.6 | 8,116.5 | 7,259.3 | ||||||||||||||||||
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TOTAL ASSETS | 5,369.3 | 20,966.0 | 19,480.4 | 16,378.5 | 15,249.6 | 13,697.7 | ||||||||||||||||||
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Current liabilities | ||||||||||||||||||||||||
Loans | 268.4 | 1,048.1 | 2,554.7 | 1,767.8 | 1,573.0 | 1,300.3 | ||||||||||||||||||
Debentures | 12.1 | 47.4 | 884.9 | 60.4 | 53.0 | 1,002.5 | ||||||||||||||||||
Finance leases | 0.6 | 2.4 | 2.7 | 1.8 | 2.0 | 2.2 | ||||||||||||||||||
Trade payables | 374.0 | 1,460.5 | 1,279.5 | 969.0 | 1,297.7 | 1,066.8 | ||||||||||||||||||
Salaries and related charges | 103.5 | 404.3 | 294.6 | 297.7 | 252.5 | 267.2 | ||||||||||||||||||
Taxes payable | 43.2 | 168.8 | 138.8 | 116.3 | 107.7 | 109.2 | ||||||||||||||||||
Dividends payable | 76.5 | 298.8 | 218.4 | 242.2 | 222.4 | 163.8 | ||||||||||||||||||
Income and social contribution taxes payable | 55.5 | 216.9 | 134.4 | 113.9 | 75.2 | 36.2 | ||||||||||||||||||
Post-employment benefits | 3.5 | 13.7 | 11.4 | 11.9 | 10.0 | 11.7 | ||||||||||||||||||
Provision for assets retirement obligation | 1.3 | 5.2 | 4.6 | 3.4 | 3.7 | 7.3 | ||||||||||||||||||
Provision for tax, civil and labor risks | 11.6 | 45.3 | 64.2 | 69.3 | 49.5 | 41.0 | ||||||||||||||||||
Other payables | 25.0 | 97.5 | 80.4 | 93.0 | 56.5 | 55.4 | ||||||||||||||||||
Deferred revenue | 6.3 | 24.4 | 23.5 | 17.7 | 18.1 | 19.7 | ||||||||||||||||||
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Total current liabilities | 981.7 | 3,833.4 | 5,692.1 | 3,764.5 | 3,721.3 | 4,083.2 | ||||||||||||||||||
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| As of December 31, | ||||||||||||||||||||||||
| 2017(1) | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Consolidated balance sheets data: | US$ | R$ | R$ | R$ | R$ | R$ | ||||||||||||||||||
Current assets | ||||||||||||||||||||||||
Cash and cash equivalents | 1,512.1 | 5,002.0 | 4,274.2 | 2,702.9 | 2,827.4 | 2,276.1 | ||||||||||||||||||
Financial investments | 388.0 | 1,283.5 | 1,412.6 | 803.3 | 1,441.8 | 1,149.1 | ||||||||||||||||||
Trade receivables, net | 1,311.1 | 4,337.1 | 3,502.3 | 3,167.2 | 2,604.1 | 2,321.5 | ||||||||||||||||||
Inventories, net | 1,055.6 | 3,491.9 | 2,761.2 | 2,495.2 | 1,925.0 | 1,592.5 | ||||||||||||||||||
Recoverable taxes, net | 266.5 | 881.6 | 541.8 | 628.8 | 593.5 | 480.0 | ||||||||||||||||||
Other receivables | 16.7 | 55.2 | 395.9 | 32.5 | 43.3 | 19.5 | ||||||||||||||||||
Prepaid expenses, net | 45.4 | 150.0 | 123.9 | 81.5 | 67.3 | 65.2 | ||||||||||||||||||
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Total current assets | 4,595.3 | 15,201.3 | 13,011.8 | 9,911.4 | 9,502.4 | 7,903.9 | ||||||||||||||||||
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Non-current assets | ||||||||||||||||||||||||
Financial investments | 25.5 | 84.4 | 15.1 | 467.0 | 130.9 | 118.5 | ||||||||||||||||||
Trade receivables, net | 99.8 | 330.0 | 227.1 | 152.2 | 143.8 | 124.5 | ||||||||||||||||||
Related parties | 0.1 | 0.5 | 0.5 | 0.5 | 10.9 | 10.9 | ||||||||||||||||||
Deferred income and social contribution taxes | 164.9 | 545.6 | 417.3 | 306.0 | 311.8 | 275.5 | ||||||||||||||||||
Recoverable taxes, net | 94.7 | 313.2 | 182.6 | 135.4 | 75.4 | 37.4 | ||||||||||||||||||
Escrow deposits | 248.7 | 822.7 | 778.8 | 740.8 | 696.8 | 614.9 | ||||||||||||||||||
Other receivables | 63.6 | 210.3 | 2.7 | 16.5 | 5.8 | 6.6 | ||||||||||||||||||
Prepaid expenses, net | 104.9 | 346.9 | 222.5 | 146.7 | 131.2 | 97.8 | ||||||||||||||||||
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| 802.2 | 2,653.6 | 1,846.6 | 1,965.2 | 1,506.7 | 1,286.0 | |||||||||||||||||||
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Investments In joint-ventures In associates Other Property, plant and equipment, net Intangible assets, net Totalnon-current assets TOTAL ASSETS As of December 31, 2017(1) 2017 2016 2015 2014 2013 (in millions) US$ R$ R$ R$ R$ R$ 36.9 122.1 116.1 79.4 54.5 44.4 7.7 25.3 22.7 21.5 13.1 11.7 0.8 2.8 2.8 2.8 2.8 2.8 1,997.5 6,607.8 5,788.0 5,438.9 5,092.0 4,860.2 1,126.8 3,727.5 3,371.6 3,293.9 3,158.1 2,168.8 3,169.7 10,485.5 9,301.3 8,836.6 8,320.5 7,087.9 3,971.9 13,139.0 11,147.9 10,801.7 9,827.3 8,374.0 8,567.2 28,340.3 24,159.7 20,713.1 19,329.6 16,277.9
| As of December 31, | ||||||||||||||||||||||||
| 2017(1) | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||
| Consolidated balance sheets data: | US$ | R$ | R$ | R$ | R$ | R$ | ||||||||||||||||||
Current liabilities | ||||||||||||||||||||||||
Loans | 550.1 | 1,819.8 | 1,821.4 | 1,048.1 | 2,554.7 | 1,767.8 | ||||||||||||||||||
Debentures | 508.2 | 1,681.2 | 651.6 | 47.4 | 884.9 | 60.4 | ||||||||||||||||||
Finance leases | 0.8 | 2.7 | 2.6 | 2.4 | 2.7 | 1.8 | ||||||||||||||||||
Trade payables | 651.6 | 2,155.5 | 1,709.7 | 1,460.5 | 1,279.5 | 969.0 | ||||||||||||||||||
Salaries and related charges | 117.3 | 388.1 | 362.7 | 404.3 | 294.6 | 297.7 | ||||||||||||||||||
Taxes payable | 68.3 | 225.8 | 171.0 | 168.8 | 138.8 | 116.3 | ||||||||||||||||||
Dividends payable | 102.4 | 338.8 | 320.9 | 298.8 | 218.4 | 242.2 | ||||||||||||||||||
Income and social contribution taxes payable | 26.3 | 86.8 | 140.0 | 216.9 | 134.4 | 113.9 | ||||||||||||||||||
Post-employment benefits | 9.1 | 30.1 | 24.9 | 13.7 | 11.4 | 11.9 | ||||||||||||||||||
Provision for asset retirement obligation | 1.5 | 4.8 | 4.6 | 5.2 | 4.6 | 3.4 | ||||||||||||||||||
Provision for tax, civil and labor risks | 19.5 | 64.6 | 52.7 | 45.3 | 64.2 | 69.3 | ||||||||||||||||||
Other payables | 59.7 | 197.4 | 202.6 | 97.5 | 80.4 | 93.0 | ||||||||||||||||||
Deferred revenue | 5.6 | 18.4 | 22.3 | 24.4 | 23.5 | 17.7 | ||||||||||||||||||
Total current liabilities | 2,120.3 | 7,014.0 | 5,486.9 | 3,833.4 | 5,692.1 | 3,764.5 | ||||||||||||||||||
Non-current liabilities | ||||||||||||||||||||||||
Loans | 1,848.1 | 6,113.5 | 6,800.1 | 5,561.4 | 3,489.6 | 3,698.0 | ||||||||||||||||||
Debentures | 1,187.3 | 3,927.6 | 2,095.3 | 2,198.8 | 1,399.0 | 1,399.0 | ||||||||||||||||||
Finance leases | 13.8 | 45.8 | 46.1 | 43.5 | 44.3 | 42.6 | ||||||||||||||||||
Related parties | 1.3 | 4.2 | 4.3 | 4.4 | 4.4 | 3.9 | ||||||||||||||||||
Deferred income and social contribution taxes | 11.6 | 38.5 | 7.6 | 13.0 | 2.1 | 0.9 | ||||||||||||||||||
Provision for tax, civil and labor risks | 260.4 | 861.2 | 727.1 | 684.7 | 623.3 | 569.7 | ||||||||||||||||||
Post-employment benefits | 62.7 | 207.5 | 119.8 | 112.8 | 108.4 | 99.4 | ||||||||||||||||||
Provision for assets retirement obligation | 18.1 | 60.0 | 73.0 | 69.5 | 66.2 | 66.2 | ||||||||||||||||||
Subscription warrants — indemnification | 51.8 | 171.5 | 153.4 | 112.2 | 92.1 | — | ||||||||||||||||||
Other payables | 49.2 | 162.8 | 74.9 | 94.1 | 74.0 | 77.7 | ||||||||||||||||||
Deferred revenue | 3.9 | 12.9 | 12.5 | 11.0 | 7.7 | 9.1 | ||||||||||||||||||
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Totalnon-current liabilities | 3,508.3 | 11,605.5 | 10,114.2 | 8,905.5 | 5,910.9 | 5,966.5 | ||||||||||||||||||
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TOTAL LIABILITIES | 5,628.6 | 18,619.5 | 15,601.1 | 12,738.9 | 11,603.0 | 9,731.0 | ||||||||||||||||||
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13
| As of December 31 | ||||||||||||||||||||||||
| 2015(1) | 2015 | 2014 | 2013 | 2012 | 2011 | |||||||||||||||||||
Consolidated balance sheets data: | US$ | R$ | R$ | R$ | R$ | R$ | ||||||||||||||||||
Non-current liabilities | ||||||||||||||||||||||||
Loans | 1,424.2 | 5,561.4 | 3,489.6 | 3,698.0 | 3,151.7 | 3,195.7 | ||||||||||||||||||
Debentures | 563.1 | 2,198.8 | 1,399.0 | 1,399.0 | 1,395.3 | — | ||||||||||||||||||
Finance leases | 11.1 | 43.5 | 44.3 | 42.6 | 40.9 | 41.4 | ||||||||||||||||||
Related parties | 1.1 | 4.4 | 4.4 | 3.9 | 3.9 | 4.0 | ||||||||||||||||||
Subscription warrants — indemnification | 28.7 | 112.2 | 92.1 | — | — | — | ||||||||||||||||||
Deferred income and social contribution taxes | 68.1 | 266.0 | 152.8 | 101.5 | 84.9 | 37.4 | ||||||||||||||||||
Provision for tax, civil and labor risks | 175.3 | 684.7 | 623.3 | 569.7 | 551.0 | 512.2 | ||||||||||||||||||
Post-employment benefits | 28.9 | 112.8 | 108.4 | 99.4 | 118.5 | 97.5 | ||||||||||||||||||
Provision for assets retirement obligation | 17.8 | 69.5 | 66.2 | 66.2 | 66.7 | 60.3 | ||||||||||||||||||
Other payables | 24.1 | 94.1 | 74.0 | 77.7 | 99.6 | 90.6 | ||||||||||||||||||
Deferred revenue | 2.8 | 11.0 | 7.7 | 9.1 | 9.9 | 8.7 | ||||||||||||||||||
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Total non-current liabilities | 2,345.5 | 9,158.5 | 6,061.7 | 6,067.2 | 5,522.2 | 4,047.8 | ||||||||||||||||||
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TOTAL LIABILITIES | 3,327.2 | 12,991.9 | 11,753.8 | 9,831.7 | 9,243.5 | 8,131.0 | ||||||||||||||||||
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Shareholder’s equity | ||||||||||||||||||||||||
Share capital | 983.1 | 3,838.7 | 3,838.7 | 3,696.8 | 3,696.8 | 3,696.8 | ||||||||||||||||||
Capital reserve | 140.0 | 546.6 | 547.5 | 20.2 | 20.2 | 9.8 | ||||||||||||||||||
Revaluation reserve | 1.4 | 5.6 | 5.8 | 6.1 | 6.7 | 7.1 | ||||||||||||||||||
Profit reserves | 973.7 | 3,802.0 | 3,169.7 | 2,706.6 | 2,224.5 | 1,831.8 | ||||||||||||||||||
Treasury shares | (125.7 | ) | (490.9 | ) | (103.0 | ) | (114.9 | ) | (114.9 | ) | (118.2 | ) | ||||||||||||
Additional dividends to the minimum mandatory dividends | 40.2 | 157.2 | 189.0 | 161.6 | 147.2 | 122.2 | ||||||||||||||||||
Valuation adjustments | 4.9 | 19.0 | 7.1 | 5.4 | (12.6 | ) | (4.4 | ) | ||||||||||||||||
Cumulative translation adjustments | 17.1 | 66.9 | 43.2 | 38.1 | 12.6 | (4.4 | ) | |||||||||||||||||
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Shareholders’ equity attributable to: | ||||||||||||||||||||||||
Shareholders of the Company | 2,034.7 | 7,945.0 | 7,698.0 | 6,520.0 | 5,980.6 | 5,540.5 | ||||||||||||||||||
Non-controlling interest in subsidiaries | 7.4 | 29.1 | 28.6 | 26.9 | 25.5 | 26.2 | ||||||||||||||||||
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TOTAL SHAREHOLDER’S EQUITY | 2,042.1 | 7,974.1 | 7,726.6 | 6,546.9 | 6,006.1 | 5,566.7 | ||||||||||||||||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 5,369.3 | 20,966.0 | 19,480.4 | 16,378.5 | 15,249.6 | 13,697.7 | ||||||||||||||||||
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| As of December 31, | ||||||||||||||||||||||||
| 2017(1) | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||
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| US$ | R$ | R$ | R$ | R$ | R$ | |||||||||||||||||||
Shareholder’s equity | ||||||||||||||||||||||||
Share capital | 1,563.4 | 5,171.8 | 3,838.7 | 3,838.7 | 3,838.7 | 3,696.8 | ||||||||||||||||||
Equity instrument granted | 0.2 | 0.5 | — | — | — | — | ||||||||||||||||||
Capital reserve | 166.2 | 549.8 | 552.0 | 546.6 | 547.5 | 20.2 | ||||||||||||||||||
Treasury shares | (145.8 | ) | (482.3 | ) | (483.9 | ) | (490.9 | ) | (103.0 | ) | (114.9 | ) | ||||||||||||
Revaluation reserve | 1.5 | 4.9 | 5.3 | 5.6 | 5.8 | 6.1 | ||||||||||||||||||
Profit reserves | 1,136.7 | 3,760.1 | 4,466.4 | 3,802.0 | 3,169.7 | 2,706.6 | ||||||||||||||||||
Additional dividends to the minimum mandatory dividends | 48.3 | 159.6 | 165.5 | 157.2 | 189.0 | 161.6 | ||||||||||||||||||
Valuation adjustments | 16.0 | 53.1 | (24.0 | ) | 19.0 | 7.1 | 5.4 | |||||||||||||||||
Cumulative translation adjustments | 49.5 | 163.7 | 7.5 | 66.9 | 43.2 | 38.1 | ||||||||||||||||||
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Shareholders’ equity attributable to: | ||||||||||||||||||||||||
Shareholders of the Company | 2,835.9 | 9,381.3 | 8,527.6 | 7,945.0 | 7,698.0 | 6,520.0 | ||||||||||||||||||
Non-controlling interest in subsidiaries | 102.7 | 339.6 | 30.9 | 29.1 | 28.6 | 26.9 | ||||||||||||||||||
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TOTAL SHAREHOLDER’S EQUITY | 2,938.6 | 9,720.8 | 8,558.6 | 7,974.1 | 7,726.6 | 6,546.9 | ||||||||||||||||||
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TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 8,567.2 | 28,340.3 | 24,159.7 | 20,713.1 | 19,329.6 | 16,277.9 | ||||||||||||||||||
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| (1) | The figures inReais for December 31, |
| Exchange Rates |
Before March 14, 2005, there were two principal foreign exchange markets in Brazil, in which notes were freely negotiated but could be strongly influenced by Central Bank intervention:
14
On March 4, 2005, the National Monetary Council enacted Resolution No. 3,265, pursuant to which the commercial rate exchange market and the floating rate exchange market were unified in a sole exchange market, effective as of March 14, 2005. This resolution allowed, subject to certain procedures and specific regulatory provisions, the purchase and sale of foreign currency and the international transfer ofReais by a person or legal entity, without limitation of the amount involved; provided, however, the transaction is legal. Foreign currencies may only be purchased through financial institutions domiciled in Brazil authorized to operate in the exchange market. Resolution No. 3,265 was revoked by Resolution No. 3,568, effective as of July 1, 2008; however, the main directives provided by Resolution No. 3,265 were maintained.
In 2011, the unstable international economic environment, especially in the second half of the year as a result of the effects of the European crisis, contributed to a 13% depreciation of theReal against the U.S. dollar for the year, reversing the appreciation trend in the first half of the year. In 2012, the Brazilian government adopted counter-cyclical measures to foster economic growth. Such measures included the reduction of the base interest rate (SELIC) and the reduction of federal taxes on the automotive sector. The effects of the lower economic growth, the lower interest rate and the unstable international environment contributed to a 9% depreciation of theReal against the U.S. dollar. In 2013, theReal depreciated 15% against the U.S. dollar due to the performance of the Brazilian economy, the economic rebound in the United States and the economic instability in the international markets. In 2014, despite the weak performance of the Brazilian economy, and the recovery of the North American economy, theReal remained relatively stable against the dollar until September, when it started to devalue, closing the year with a depreciation of 13% against the U.S. dollar. In 2015, the political instability, the downgrade of Brazil’s sovereign credit rating and the expectation for an interest rate rise by the Federal Reserve System contributed to a 47% depreciation of theReal against the U.S. dollar. In 2016, theReal appreciated 17% against the U.S. dollar, marking the first year that it has appreciated against the U.S. dollar since 2011, despite residual political instability and continuing signs of shrinking of the Brazilian economy. This was due mostly to improvements in the Brazilian political environment, following the impeachment of former president Dilma Rousseff and certain stabilizing measures proposed by current President Michel Temer as well as ongoing efforts by the government’s economic team to curb public spending and debt. In 2017, theReal depreciated 2% against the U.S. dollar, reflecting the continued political instability and diminished expectations of the pension reform despite a slight improvement in the Brazilian economic scenario.
It is not possible to predict whether theReal will remain at its present level and what impact the Brazilian macroeconomic scenario and the Brazilian government’s exchange rate policies may have on us.
On April 25, 2016,March 31, 2018, the exchange rate forReais into U.S. dollars was R$3.5473.324 to US$1.00, based on the commercial selling rate as reported by the Central Bank. The averageReal-U.S. dollar of the monthly exchange rate in 2017 was R$3.192 per US$1.00 compared with R$3.490 per US$1.00 in 2016, an appreciation of 9%. The following table sets forth information on prevailing commercial foreign exchange selling rates for the periods indicated, as published by the Central Bank on its electronic information system, SISBACEN, using PTAX 800, Option 5.
| Exchange rates of nominal Reais per US$1.00 | ||||||||||||||||
| High | Low | Average | Period- Ended | |||||||||||||
Year Ended | ||||||||||||||||
December 31, 2011 | 1.902 | 1.535 | 1.671 | (1) | 1.876 | |||||||||||
December 31, 2012 | 2.112 | 1.702 | 1.959 | (1) | 2.044 | |||||||||||
December 31, 2013 | 2.446 | 1.953 | 2.174 | (1) | 2.343 | |||||||||||
December 31, 2014 | 2.740 | 2.197 | 2.360 | (1) | 2.656 | |||||||||||
December 31, 2015 | 4.195 | 2.575 | 3.388 | (1) | 3.905 | |||||||||||
Month Ended | ||||||||||||||||
November 30, 2015 | 3.851 | 3.701 | 3.776 | (2) | 3.851 | |||||||||||
December 31, 2015 | 3.983 | 3.748 | 3.865 | (2) | 3.905 | |||||||||||
January 31, 2016 | 4.156 | 3.986 | 4.071 | (2) | 4.043 | |||||||||||
February 29, 2016 | 4.049 | 3.865 | 3.957 | (2) | 3.980 | |||||||||||
March 31, 2016 | 3.991 | 3.559 | 3.775 | (2) | 3.559 | |||||||||||
April 25, 2016 | 3.692 | 3.513 | 3.602 | (2) | 3.547 | |||||||||||
Year Ended December 31, 2013 December 31, 2014 December 31, 2015 December 31, 2016 December 31, 2017 Month Ended November 30, 2017 December 31, 2017 January 31, 2018 February 28, 2018 March 31, 2018 Exchange rates of nominal Reais per US$1.00 High Low Average Period-Ended 2.446 1.953 2.174(1) 2.343 2.740 2.197 2.360(1) 2.656 4.195 2.575 3.388(1) 3.905 4.156 3.119 3.450(1) 3.259 3.381 3.051 3.203(1) 3.308 3.292 3.214 3.253(2) 3.262 3.333 3.232 3.283(2) 3.308 3.270 3.139 3.204(2) 3.162 3.282 3.173 3.228(2) 3.245 3.338 3.225 3.281(2) 3.324
| (1) | Average of the foreign exchange rates on the last day of each month in the period. |
| (2) | Average of the high and low foreign exchange rates for each month. |
| B. | Capitalization and Indebtedness |
Not applicable.
15
| C. | Reasons for the Offer and Use of Proceeds |
Not applicable.
| D. | Risk Factors |
Investing in our shares and ADSs involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this annual report in evaluating an investment in our shares or ADSs. Our business, results of operations, cash flow, liquidity and financial condition could be harmed if any of these risks materializes and, as a result, the trading price of the shares or the ADSs could decline and you could lose a substantial part or even all of your investment.
We have included information in these risk factors concerning Brazil based on information that is publicly available.
Risks Relating to Ultrapar and Its Industries
Petrobras is the main supplier of LPG andoil-based fuels in Brazil. Fuel and LPG distributors in Brazil, including Ipiranga and Ultragaz, have formal contracts with Petrobras for the supply ofoil-derivatives. Any interruption in the supply of LPG oroil-based fuels from Petrobras would immediately affect Ultragaz or Ipiranga’s ability to provide LPG andoil-based fuels to their customers.
Prior to 1995, Petrobras held a constitutional monopoly for the production and importation of petroleum products in Brazil. Although this monopoly was removed from the Brazilian constitution, Petrobras effectively remains the main provider of LPG andoil-based fuels in Brazil. Currently, Ultragaz and all other LPG distributors in Brazil purchase all or nearly all LPG from Petrobras. Ultragaz’s net revenue from sales and services represented 6%8% of our consolidated net revenue from sales and services for the year ended December 31, 2015.2017. The procedures for ordering and purchasing LPG from Petrobras are generally common to all LPG distributors — including Ultragaz. For more details, see “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Ultragaz — Supply of LPG.”
With respect to fuel distribution, Petrobras also supplied nearly allthe majority of Ipiranga and other distributors’oil-based fuel requirements in 2015.2017. Petrobras’ supply to Ipiranga is governed by an annual contract, under which the supply volume is established based on the volume purchased in the previous year. Ipiranga’s net revenue from sales and services represented 86%85% of our consolidated net revenue from sales and services for the year ended December 31, 2015.2017.
The last significant interruption in the supply of oil derivatives by Petrobras to LPG and fuel distributors occurred during the 1995 due to a15-day strike by Petrobras employees. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Industry and Regulatory Overview” and “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview.”
Petrobras is currently under investigation by the CVM, the SEC, the U.S. Department of Justice (DOJ), the Brazilian Federal Police and other Brazilian public authorities in connection with corruption allegations (so calledLava Jato investigations) consisting, among other things, of illegal payments made to officers, directors and other employees of Petrobras to influence commercial decisions. In addition, Petrobras is subject to securities litigation (including class actions) in the United States. Such investigations and litigation have had a destabilizing effect on Petrobras, and it is difficult to ascertain what impact the investigations and litigation will have on Petrobras’ supply of LPG andoil-based fuels to market players.
Significant interruptions of LPG andoil-based fuel supply from Petrobras may occur in the future. Any interruption in the supply of LPG oroil-based fuels from Petrobras would immediately affect Ultragaz or Ipiranga’s respective ability to provide LPG oroil-based fuels to its customers. If we are not able to obtain an adequate supply of LPG oroil-based fuels from Petrobras under acceptable terms, we may seek to meet our demands through LPG oroil-based fuels purchased on the international market. The logistics infrastructure for LPG andoil-based fuels fuel imports in Brazil is limited and is substantially all controlled by Petrobras. As a result, anyAny such interruption could increase our purchase costs and reduce our sales volume, consequently, adversely affectaffecting our operating margins.
Petrobras has made several changes to the composition of its management team and has undertaken a long-term divestment plan that may change the structure and long-term outlook of the fuel market. We cannot predict the outcome that theLava Jato investigations will have on the fuel market and, specifically, on the availability of, and our ability to access, the LPG andoil-based fuel supply from Petrobras.
16
Intense competition is generally inherent to distribution markets, including the LPG, the fuel distribution and the retail pharmacy markets and may affect our operating margins.
The Brazilian LPG market is very competitive in all segments — residential, commercial and industrial. Petrobras, our supplier of LPG, and other major companies participate in the Brazilian LPG distribution market. Intense competition in the LPG distribution market could lead to lower sales volumes and increased marketing expenses, which may have a material adverse effect on our operating margins. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Industry and Regulatory Overview — The role of Petrobras” and “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Ultragaz — Competition.”
The Brazilian fuel distribution market is highly competitive in both retail and wholesale segments. Petrobras, our supplier ofoil-derivative products, and other major companies with significant resources participate in the Brazilian fuel distribution market. Intense competition in the fuel distribution market could lead to lower sales volumes and increased marketing expenses, which may have a material adverse effect on our operating margins. See “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview — The role of Petrobras” and “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Ipiranga — Competition.” In addition, a number of small local and regional distributors entered the Brazilian fuel distribution market in the late 1990’s, after the market was deregulated, which further increased competition in such market.
In addition,Likewise, the Brazilian drugstore market is highly competitive. Extrafarma competes with national, regional and local drugstore chains, independent drugstores, phone marketing services, direct marketing companies, prescription-only pharmacies, internet purveyors of pharmaceutical and beauty products, and other retailers such as supermarkets, beauty products stores and convenience stores. In addition, new retailers may enter the market and compete with us. Competition in the retail pharmacy market is shaped by a variety of factors, such as location, range of products, advertising, commercial practices, price, quality of services and strength of brand name, among others. If we are unable to anticipate, predict and meet the preferences of our customers, we may lose revenues and market share to our competitors.
Anticompetitive practices by our competitorsin the fuel distribution sector may distort market prices.
In the recent past, anticompetitive practices have been one of the main problems affecting fuels distributors in Brazil, including Ipiranga. Generally, these practices have involved a combination of tax evasion and fuels adulteration, such as the dilution of gasoline by mixing solvents or adding anhydrous ethanol in an amount greater than that permitted by applicable law.
Taxes constitute a significant portion of the cost of fuels sold in Brazil. For this reason, tax evasion on the part of some fuel distributors has been prevalent, allowing them to lower the prices they charge.charge compared to large distributors such as Ipiranga. As the final prices for the products sold by these distributors, including Ipiranga, are calculated based on, among other factors, the amount of taxes levied on the purchase and sale of these fuels, anticompetitive practices such as tax evasion may affectreduce Ipiranga’s sales volume and could have a material adverse effect on our operating margins. Should there be any increase in the taxes levied on fuel, tax evasion may increase, resulting in a greater distortion of the prices of fuels sold.
These practices have enabled certain distributors to supply fuel products at prices lower than those offered by the major distributors, including Ipiranga.
Although the Brazilian government has been taking measures to inhibit these practices, if such practices become more prevalent, Ipiranga could suffer from a reduction in sales volumesold and in margins, which could have a material adverse effect on thefurther adversely affecting our results of our operations.
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LPG andoil-based fuels competescompete with alternative sources of energy. Competition with and the development of alternative sources of energy in the future may adversely affect the LPG andoil-based fuels market.
LPG competes with alternative sources of energy, such as natural gas, wood, diesel, fuel oil and electricity. Natural gas is currently the principal source of energy against which we compete. Natural gas is currently less expensive than LPG for industrial consumers, who purchase large volumes, but more expensive for the vast majoritymost of residential consumers. Changes in relative prices or the development of alternative sources of energy in the future may adversely affect the LPG market and consequently our business, financial results and results of operations.Oil-based fuels also compete with alternative sources of energy, such as electricity. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Ultragaz — Competition.”
Ethylene, one of the principal raw materialmaterials used in our petrochemical operations, comes from limited supply sources. Any reduction in the supply of ethylene would have an immediate impact on Oxiteno’s production and results of operations.
All second generation petrochemical producers in Brazil that use ethylene as their key raw material, including Oxiteno purchase ethylene from Brazilian suppliers. Approximately 3% of our net revenue from sales and services were derived from the sale of chemical products manufactured in Brazil that require ethylene in 2015.2017. Oxiteno purchases ethylene from two of Brazil’s three naphtha cracker units, which are the sole sources of ethylene in Brazil. Pursuant to long-term contracts, Braskem suppliesis the sole supplier of all of our ethylene requirements at our plants located at Camaçari and at Mauá. For more detailed information about these contracts see “Item 5.F. Operating and Financial Review and Prospects — Tabular Disclosure of Contractual Obligations.” Given its characteristics, ethylene is difficult and expensive to store and transport, and cannot be easily imported to Brazil. Therefore, Oxiteno is almost totally dependent on ethylene produced at Braskem for its supply. For the year ended December 31, 2015,2017, Brazil’s ethylene imports totaled 1917 tons, representing less than 0.01% of Brazil’s installed capacity.
Due to ethylene’s chemical characteristics, Oxiteno does not store any quantity of ethylene, and reductions or interruptions in supply from Braskem, Oxiteno’s sole supplier of ethylene in Brazil, would have an immediate impact on our production and results of operations. See “Item 4.A. Information on the Company — History and Development of the Company — Investments.” If we further expand our production capacity, there is no assurance that we will be able to obtain additional ethylene from Braskem. In addition, Petrobras is the principal supplier of naphtha to crackers in Brazil, and any interruption in the supply of naphtha from Petrobras to the crackers could adversely impact their ability to supply ethylene to Oxiteno.
In addition, Brazilian markets have been experiencing heightened volatility due to the uncertainties derived from the ongoingLava Jato and other corruption investigations, which are being conducted by the Office of the Brazilian Federal Prosecutor and the Federal Police Department, and their impact on the Brazilian economy and political environment. Members of the Brazilian federal government and of the legislative branch, as well as former senior officers of Petrobras, have faced allegations of political corruption. These government officials and officers allegedly accepted bribes by means of kickbacks on contracts granted by Petrobras to several infrastructure, oil and gas and construction companies, including Odebrecht S.A., Braskem’s controlling shareholder. We cannot currently predict how the investigations and any future decisions and actions by authorities in relation to Braskem’s shareholders may impact Braskem or, consequently, Oxiteno’s supply of ethylene.
The priceprices of ethylene and palm kernel oil, Oxiteno’s main raw materials, isare subject to fluctuations in international markets.
The price of ethylene, which is the principal component of Oxiteno’s cost of sales and services, is directly linked to the price of naphtha, which, in turn, is largely linked to the price of crude oil. Consequently, ethylene prices are subject to fluctuations in international oil prices. A significant increase in the price of crude oil and, consequently, naphtha and ethylene, could increase our costs, which could have a material adverse effect on Oxiteno’s results of operations, particularly in Brazil.
Palm kernel oil is one of Oxiteno’s main raw materials, used to produce fatty alcohols and itsby-products in the oleochemical unit. Oxiteno imports the palm kernel oil from the main producing countries, especially Malaysia and Indonesia.Indonesia, and therefore palm kernel oil prices are subject to the effects of foreign exchange rate variation. Palm kernel oil is a vegetable oil, also commonly used by the food industry. Consequently, palm kernel oil prices are subject to the effects of environmental and climatic variations that affect the palm plantations, fluctuations of harvest periods, economic environment in major producing countries and fluctuations in the demand for its use in the food industry. A significant increase in the price of palm kernel oil combined with foreign exchange rate variations of the real could increase our costs, which could have a material adverse effect on Oxiteno’s results of operations.
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New natural gas reserves, primarily in North America, may reduce the global prices of naturalgas-based ethylene, which could affect Oxiteno’s competitiveness with imported petrochemical products.
The ethylene used in the chemical and petrochemical industries can be obtained either from ethane, which is derived from natural gas, or naphtha, which is derived from oil. During the last few years, naphtha-based ethylene has been more expensive than naturalgas-based ethylene, as oil prices have been higher than those of natural gas. The discovery of new shale gas reserves in North America and improvements in the technology to extract natural gas from shale gas have intensified the difference between naphtha- and naturalgas-based ethylene prices. Most of the ethylene produced in Brazil is derived from naphtha. As Oxiteno competes in the Brazilian market largely with imported products, loweringdeclining feedstock costs of international players could affect the competitiveness of Oxiteno, which could materially affect our results.
The Brazilian petrochemical industry is influenced by the performance of the international petrochemical industry and its cyclical behavior.
The international petrochemical market is cyclical by nature, with alternating periods typically characterized by tight supply, increased prices and high margins, or by overcapacity, declining prices and low margins. The decrease in Brazilian import tariffs on petrochemical products, the increase in demand for such products in Brazil, and the ongoing integration of regional and world markets for commodities have contributed to the increasing integration of the Brazilian petrochemical industry into the international petrochemical marketplace. As a consequence, events affecting the petrochemical industry worldwide could have a material adverse effect on our business, financial condition and results of operations.
The reduction in import tariffs on petrochemical products can reduce our competitiveness in relation to imported products.
Final prices paid by importers of petrochemical products include import tariffs. Consequently, import tariffs imposed by the Brazilian government affect the prices we can charge for our products. The Brazilian government’s negotiation of commercial and other intergovernmental agreements may result in reductions in the Brazilian import tariffs on petrochemical products, which generally range between 12% and 14%, and may reduce the competitiveness of Oxiteno’s productsvis-à-vis imported petrochemical products. Additionally, Oxiteno’s competitiveness may also be reduced in case of higher import tariffs imposed by countries to which the company exports its products.
Regulatory, political, economic and social conditions in the countries where we have operations or projects could adversely impact our business and the market price of our securities.
Our financial and operational performance may be negatively affected by regulatory, political, economic and social conditions in countries where we have operations or projects. In some of these jurisdictions, we are exposed to various risks such as potential renegotiation, nullification or forced modification of existing contracts, expropriation or nationalization of property, foreign exchange controls, changes in local laws, regulations and policies, trade controls and tariffs and political instability. We also face the risk of having to submit to the jurisdiction of a foreign court or arbitration panel or having to enforce a judgment against a sovereign nation within its own territory. Furthermore, we operate in labor-intensive industries that are subject to the effects of instabilities in the labor market, including strikes, work stoppages, protests and changes in employment regulations, increases in wages and the conditions of collective bargaining agreements that, individually or in the aggregate, could have a material adverse effect on our results. The industries in which we operate have experienced these types of instabilities in the past and we cannot assure you that these instabilities will not occur again.
Actual or potential political or social changes and changes in economic policy may undermine investor confidence, which may hamper investment and thereby reduce economic growth, and otherwise may adversely affect the economic and other conditions under which we operate in ways that could have a materially negative effect on our business.
We may be adversely affected by changes to specific laws and regulations in our operating sectors.
We are subject to extensive federal, state and statelocal legislation and regulation by government agencies and sector associations in the industries we operate. Rules related to quality of products, days of product storage, staff working hours, among others, may become more stringent or be amended overtime, and require new investments or the increase in expenses to adequate our operations. Changes in specific laws and regulations in the sectors we operate may adversely affect the conditions under which we operate in ways that could have a materially negative effect on our business and our results.
19
We may be adversely affected by the imposition and enforcement of more stringent environmental laws and regulations.
We are subject to extensive federal and state legislation and regulation by government agencies responsible for the implementation of environmental and health laws and policies in Brazil, Mexico, the Unites States, Uruguay and Venezuela. Companies like ours are required to obtain licenses for their manufacturing facilities from environmental authorities who may also regulate their operations by prescribing specific environmental standards in their operating licenses. Environmental regulations apply particularly to the discharge, handling and disposal of gaseous, liquid and solid products andby-products from manufacturing activities.
In 2007, a legislation entitled REACH (Registration Evaluation Authorization of Chemicals) was established by the European Union, focusing on controlling the production, imports and utilization of chemical products in the region. According to REACH, all the chemical products sold in the European Economic Area (“EEA”) must be registered, through the submission of information regarding properties, uses and safety of each product that will be analyzed by the European Regulatory Agency. In 2015, 2% of the volume sold by Oxiteno was exported to this region. Oxiteno is in compliance with the current legislative requirements for the products it currently exports in the EEA. As REACH is now an established regulation and has been well accepted by multilateral trade organizations, such as the World Trade Organization, it is possible that other countries may adopt similar procedures in the future. We cannot guarantee the effect that amendments to this new legislation could have on any product we export to the EEA, or whether similar legislation will come into force in other regions.
Changes in these laws and regulations, or changes in their enforcement, could adversely affect us by increasing our cost of compliance or operations. In addition, new laws or additional regulations, or more stringent interpretations of existing laws and regulations, could require us to spend additional funds on related matters in order to stay in compliance, thus increasing our costs and having an adverse effect on our results. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Industry and Regulatory Overview — Environmental, health and safety standards”, “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview — Environmental, health and safety standards” and “Item 4.B. Information on the Company — Business Overview — Petrochemicals and Chemicals — Industry and Regulatory Overview — Environmental, health and safety standards.”
The production, storage and transportation of LPG, fuels and petrochemicals are inherently hazardous.
The operations we perform at our plants involve safety risks and other operating risks, including the handling, production, storage and transportation of highly inflammable, explosive and toxic materials. These risks could result in personal injury and death, severe damage to or destruction of property and equipment and environmental damage. A sufficiently large accident at one of our plants, service stations or storage facilities could force us to suspend our operations in the facility temporarily and result in significant remediation costs, loss of revenues and contingent liabilities. In addition, insurance proceeds may not be available on a timely basis and may be insufficient to cover all losses. Equipment breakdowns, natural disasters and delays in obtaining imports or required replacement parts or equipment can also affect our manufacturing operations and consequently our results from operations.
For example, on April 2, 2015, part of the storage facilities operated by Ultracargo in Santos, in the State of São Paulo, endured anine-day fire surrounding six ethanol and gasoline tanks. There were no casualties in this accident and, following an investigation by the Civil and Federal Police into the accident and its impact on the region, the cause of suchthe accident and its impacts are still being investigated, including the extent of operational losses, damagewas determined to assets, potential environmental damages and other liabilities and reputational harm.be inconclusive. See “Item 4.A. Information on the Company — History and Development of the Company — Ultracargo – Fire at storage facilities in Santos.”
Our level of indebtedness may require us to use a significant portion of our cash flow to service such indebtedness.
As of December 31, 2017, our consolidated gross debt (consisting of loan, debentures and finance leases recorded as current andnon-current liabilities) totaled R$13,590.6 million (US$4,108.4 million), our consolidated net debt was R$7,220.7 million (US$2,182.8 million). See “Selected Consolidated Financial and Other Information —Non-GAAP financial measures and reconciliation.” The level and composition of our indebtedness could have significant consequences for us, including requiring a portion of our cash flow from operations to be committed to the payment of principal and interest on our indebtedness, thereby reducing our available cash to finance our working capital and investments.
Our insurance coverage may be insufficient to cover losses that we might incur.
The operation of any chemical manufacturing plant and the specialized distribution and retail, as well as the operations of logistics of oil, chemical products, LPG, fuel and pharmaceuticals distribution involve substantial risks of property damage and personal injury and may result in material costs and liabilities. Although we believe that currentmaintain insurance levels are adequate,policies, the occurrence of losses or other liabilities that are not covered by insurance or that exceed the limits of our insurance coverage could result in significant unexpected additional costs.
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The suspension, cancellation ornon-renewal of certain federal tax benefits may adversely affect our results of operations.
We are entitled to federal tax benefits providing for income tax exemption or reduction for our activities in the northeast region of Brazil. These benefits have defined terms and may be cancelled or suspended at any time if we distribute to our shareholders the amount of income tax that was not paid as a consequence of tax benefits or if the relevant tax authorities decide to suspend or cancel our benefits. As a result, we may become liable for the payment of related taxes at the full tax rates. If we are not able to renew such benefits, or if we are only able to renew them under terms that are substantially less favorable than expected, our results of operations may be adversely affected. Income tax exemptions amounted to R$82.448.6 million and R$63.498.9 million, respectively, for the years ended December 31, 20152017 and 2014.2016. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Ultragaz — Income tax exemption status,”status”, “Item 4.B. Information on the Company — Business Overview — Petrochemicals and Chemicals — Oxiteno — Income tax exemption status” and “Item 4.B. Information on the Company — Business Overview — Storage services for liquid bulk — Ultracargo — Income tax exemption status.”
Our founding family and part of our senior management, through their ownership interest in Ultra S.A., own a significant portion of our shares and may influence the management, direction and policies of Ultrapar, including the outcome of any matter submitted to a vote of shareholders.
Although there is no controlling shareholder of Ultrapar, our founding family and part of our senior management, through their ownership interest in Ultra S.A., beneficially own 22% of our outstanding common stock. These individuals are party to a shareholders’ agreement executed on February 24, 2014. See “Item 4.A. Information on the Company — History and Development of the Company” and “Item 7.A. Major Shareholders and Related Party Transactions — Major Shareholders — Shareholders’ Agreements.” Accordingly, these shareholders, acting together through Ultra S.A., may exercise significant influence over all matters requiring shareholder approval, including the election of our directors. Although our Board of Directors is responsible for nominating the slate of directors to be elected by our shareholders at our annual shareholders’ meetings, somefive of the current members of our Board of Directors, who were elected at our April 15, 201519, 2017 shareholders’ meeting, are the same as those who previously served as members of our Board of Directors elected by Ultra S.A. on April 27, 2011, which, at that time, held approximately 66% of our voting shares.
No single shareholder or group of shareholders holds more than 50% of our capital stock, which may increase the opportunity for alliances between shareholders and other events that may occur as a result thereof.
No single shareholder or group of shareholders holds more than 50% of our capital stock. Due to the absence of a controlling shareholder, we may be subject to future alliances or agreements between our shareholders, which may result in the exercise of a relevant influence over our Company by them. In the event a controlling group is formed and decides to exercise its influence over our Company, we may be subject to unexpected changes in our corporate governance and strategies, including the replacement of key executive officers. Any unexpected change in our management team, business policy or strategy, any dispute between our shareholders, or any attempt to acquire control of our Company may have an adverse impact on us. The term of office of our current members of our Board of Directors, who were elected at the annual general shareholders’ meeting held on April 19, 2017, will expire in the annual general shareholders’ meeting to be held in 2017.2019.
Our status as a holding company may limit our ability to pay dividends on the shares and consequently, on the ADSs.
As a holding company, we have no significant operating assets other than the ownership of shares of our subsidiaries. Substantially all of our operating income comes from our subsidiaries, and therefore we depend on the distribution of dividends or interest on shareholders’ equity from our subsidiaries. Consequently, our ability to pay dividends depends solely upon our receipt of dividends and other cash flows from our subsidiaries.
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As a result of the significant acquisitions of Ipiranga, União Terminais, Texaco, the Extrafarma Transaction, as well as other smaller acquisitions and possible future acquisitions, Ultrapar has assumed and may assume in the future certain liabilities related to the transactions and certain liabilities of the businesses acquired or to be acquired and allrisks associated with the risks related to those liabilities.transactions, including regulatory risks.
Ultrapar has assumed certain liabilities of previously acquired businesses; therefore, certain existing financial obligations, legal liabilities or other known and unknown contingent liabilities or risks of the businesses acquired have become Ultrapar´s responsibility. Ultrapar may acquire new businesses in the future and, as a result, it may be subject to additional liabilities, obligations and risks. See “Item 4.A. Information on the Company — History and Development of the Company” for more information in connection with these acquisitions.
In addition, Ultrapar is subject to risks relating to acquisitions that it enters into from time to time. Such risks include that the approval of such transactions may ultimately be refused by the relevant regulatory bodies, including CADE. See “Item 8.A. Financial Information Consolidated Statements and Other Financial Information — Legal Proceedings.”
These liabilities may cause Ultrapar to be required to make payments, incur charges or take other actions that may adversely affect Ultrapar’s financial position and results of operations and the price of Ultrapar’s shares.
In February 2014, we started operating in the retail pharmacy business, a new business unit in which we have limited experience and that could subject us to additional and unknown business and operating risks.
In February, 2014 we started to operate in the retail pharmacy business through Extrafarma, our wholly-owned subsidiary operating in the sector, after the approval of the merger of shares by the extraordinary general meetings of Ultrapar and Extrafarma. Prior to this transaction, we were not involved in the drugstore business. The drugstore business is complex and involves assets and operations in which we have limited operating experience. Our ability to succeed in this business unit will depend upon our ability to address and overcome limitations in our experience. The difficulties of integrating new business activities with our existing operations include, among other things, operating distinct business segments that require different operating strategies and different managerial expertise, necessity of coordinating organization systems and facilities in different locations and integrating personnel with diverse backgrounds and organizational cultures. Failure to overcome these limitations and difficulties may have an adverse effect on our business, financial condition and results of operations.
If we fail to successfully implement our organic growth strategy in Extrafarma, our future results of operations may not meet the expectations of investors, which could adversely affect the market price of our shares and ADSs.
Our main growth strategy for Extrafarma consists of the accelerated opening of new drugstores in Brazil. It includes the opening of stores by leveraging our access to Ipiranga and Ultragaz resellers’ sites (service stations and LPG shops). Our ability to open new drugstores could be affected if we are unable to find enough appropriate outlets for new drugstores, or if the necessary investments to adapt the property to our needs are too high. Stricter regulations, including those relating to land use and zoning laws in the regions in which we operate may also result in increased expenses and make it more difficult to find suitable outlets for opening our drugstores.
In addition, new or recently opened drugstores may not achieve maturity of its sales within the period we estimate. Also, our new or recently opened stores may adversely affect the profitability of our drugstores, what could adversely affect our business and our consolidated results.
Moreover, personnel are a key success factor in the retail pharmacy business, and we may be adversely affected if we are unable to hire, train or retain employees. Our business strategy will require the opening of new drugstores, heightening the need to hire, train and retain employees. Failure to do so may impair the process of opening new stores and our operating and financial results. Additionally, a shortage of pharmacists in Brazil as a result of continued robust market growth may result in increased wages or limit our ability to retain or recruit new pharmacists and, consequently, limit our ability to open new drugstores in the long term.
Other risks associated with the opening of new drugstores include (i) entry of new competitors in the retail pharmacy business, (ii) limited knowledge about the new regions where we may open new drugstores and (iii) decrease in demand for our products as a result of restrictions in consumer spending or other factors. Any of these risks could adversely affect our ability to implement our organic growth strategy with respect to Extrafarma and, therefore, our business and operating and financial results. This could lead to our failure to meet the expectations of investors and to meet our goals for the operating and financial results of our drugstore business.
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Rising climate change concerns could lead to additional regulatory measures that may result in increased costs of operation and compliance, as well as a decrease in demand for our products.
Due to concern over the risk of climate change, a number of countries, including Brazil, have adopted, or are considering the adoption of, regulatory frameworks to, among other things, reduce greenhouse gas emissions. These include adoption of cap and trade regimes, carbon taxes, increased efficiency standards, prohibition of oil based fuels vehicles, and incentives or mandates for renewable energy. These requirements could reduce demand for hydrocarbons, as well as shifting hydrocarbon demand toward relatively lower-carbon sources. In addition, many governments are providing tax advantages and other subsidies and mandates to make alternative energy sources more competitive against oil and gas. Governments are also promoting research into new technologies to reduce the cost and increase the scalability of alternative energy sources, all of which could lead to a decrease in demand for our products. In addition, current and pending greenhouse gas regulations may substantially increase our compliance costs and, as a result, increase the price of the products we produce or distribute.
Our governance and compliance processes may fail to prevent regulatory penalties and reputational harm.
We are committed to conduct our businesses in a legal and ethical manner in compliance with the local and international statutory requirements and standards applicable to our activities. However, our governance and compliance processes, which include the review of internal control over financial reporting, may not prevent future breaches of legal, regulatory (including applicable anti-corruption and antitrust laws), accounting or governance standards. Although we have implemented what we understand to be a robust compliance and anti-corruption program to detect and prevent violations of applicable anti-corruption and antitrust laws, we may be subject to breaches of our Code of Ethics and Conduct, anti-corruption policies and business conduct protocols, and to instances of fraudulent behavior, corrupt or anticompetitive practices and dishonesty by our employees, contractors or other agents. In the recent past, anticompetitive practices have been one of the main problems affecting fuels and LPG distributors in Brazil, including Ipiranga and Ultragaz. There are allegations of cartels involved in price fixing in the fuel distribution and LPG sectors, and CADE has been targeting players of these sectors in different regions of Brazil. CADE has recently been actively investigating these sectors and the outcome of the ongoing investigations, administrative proceedings and lawsuits could have a material adverse effect on Ipiranga and Ultragaz. Our failure to comply with applicable laws and other standards could subject us to, among others, litigation, investigations, expenses, fines, loss of operating licenses and reputational harm.
Information technology failures could disrupt our operations.
We increasingly rely on information technology systems to process, transmit, and store electronic information. A significant portion of the communication between our personnel, customers, and suppliers depends on information technology. In addition, our billing systems rely heavily on technology infrastructure. As with all large systems, our information systems may be vulnerable to a variety of interruptions due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hacker attacks or other security issues. These or other similar interruptions could have a material adverse effect on our business, results of operations, cash flows or financial condition.
Risks Relating to Brazil
The Brazilian government has exercised, and continues to exercise, significant influence over the Brazilian economy. Brazilian political and economic conditions, including ongoing political instability and perceptions of these conditions in the international markets, could adversely affect our businesses and the market price of our shares and ADSs.
The Brazilian government frequently intervenes in the Brazilian economy and occasionally makes substantial changes in policy and regulations. The Brazilian government’s actions to control inflation and affect other policies and regulations have involved price and wage controls, currency devaluations, capital controls, strong fiscal adjustments and limits on imports, among other measures. Our businesses, financial condition and results of operations may be adversely affected by changes in policy or regulations involving or affecting tariffs, exchange controls and other matters, as well as factors such as:
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Uncertainty over whether the Brazilian government may implement changes in policy or regulation affecting these or other factors in the future may contribute to economic uncertainty in Brazil and to heightened volatility in the Brazilian securities markets and securities issued abroad by Brazilian issuers, as well as heightened volatility in the BrazilianReal. These and other future developments in the Brazilian economy and government policies may adversely affect us and our businesses and results of operations and may adversely affect the trading price of our ADSs and shares. Furthermore, the Brazilian government may enact new regulations that may adversely affect usour businesses and our businesses.us.
Political instability in Brazil faced a series of economic and political difficulties in 2015. These adversities included increasing unemployment rates, decreasing consumer and business confidence, falling industrial output, a deficit in Brazil’s primary accounts, shrinking gross domestic product, rising inflation above recently observed ceilings, increasing uncertainties with regards to Congressional decisions, political instability and the significant devaluation of theReal. Moreover, the political crisishas been growing in recent months could worsen economic conditions in Brazil. All these factors contributed to Brazil’s loss of its investment grade ratingyears and an economic recession.can adversely affect the economy.
Brazilian president Dilma Rousseff was reelected for a second four-year term in October 2014, which began in January 2015. Uncertainty regarding future policies and appointments to influential governmental positions followingFollowing the reelection, as well as ongoing investigations into allegations of corruption in state-controlled enterprises or otherwise may also affect the confidence of investors and the general public. In addition, widescalewide scale protests throughout Brazil have called for the impeachment of Dilma Rousseff and impeachment proceedings are ongoing.Rousseff. On April 17, 2016, Brazil’s lower house of Congress voted in favourfavor of sending an impeachment motion against Mrs. Rousseff to the Brazilian Senate. In May 2016, the Brazilian Senate voted to approve the commencement of an impeachment trial, which was concluded on August 31, 2016 with approval by the Senate of the impeachment of Mrs. Rousseff. As a result, Michel Temer, Brazil’s vice president, assumed the presidency permanently until the next election, which is scheduled to take place in October 2018. We have no control over, and cannot predict what policies or actions the Brazilian government may take in the future. Any of these factors may have an adverse impact on the Brazilian economy, our business, financial condition, results of operations and the market price of our ADSs and shares.
Currently, Brazilian markets are experiencing heightened volatility due to the uncertainties derived from the ongoingLava Jato investigation,and similar corruption investigations, being conducted by Law Courts in Paraná and other states, and the Office of the Brazilian Federal Prosecutor, and its impact on the Brazilian economy and political environment. Members of the Brazilian federal government (including Mr. Temer and other senior members of the executive branch) and of the legislative branch, as well as senior officers of large state-owned companies as well as privately held companies have faced allegations of political corruption, including through the alleged acceptance of bribes by means of kickbacks on contracts granted by the government to infrastructure, oil and gas and construction companies. The potential outcome of these investigations is uncertain, but they have already had an adverse impact on the image and reputation of the implicated companies, and on the general market perception of the Brazilian economy. We cannot predict whether such allegations will lead to further political and economic instability or whether new allegations against government officials will arise in the future. In addition, we cannot predict the outcome of any such allegations nor their effect on the Brazilian economy. The development of such unethical cases could adversely affect our business, financial condition and results of operations.
The Brazilian government may be subject to internal pressure to change its current macroeconomic policies in order to achieve higher rates of economic growth and has historically maintained a tight monetary policy with high interest rates, thereby restricting the availability of credit and reducing economic growth. We cannot predict which policies will be adopted by the Brazilian government. Moreover, in the past, the Brazilian economy has been affected by the country’s political events, which have also affected the confidence of investors and the public in general, thereby adversely affecting the performance of the Brazilian economy. Furthermore, any indecisiveness by the Brazilian government in implementing changes to certain policies or regulations may contribute to economic uncertainty in Brazil and heightened volatility for the Brazilian securities markets and securities issued abroad by Brazilian companies.
We are not able to fully estimate the impact of global and Brazilian political and macroeconomic developments on our business. In addition, due to the current political instability, there is substantial uncertainty regarding future economic policies and we cannot predict which policies will be adopted by the Brazilian government and whether these policies will negatively affect the economy or our business or financial performance. Recent economic and political instability has led to a negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets, which also may adversely affect our securities and us. Any continued economic instability and political uncertainty which results in reduced availability of credit and reduced economic growth may materially and adversely affect our business.
Inflation and certain governmental measures to curb inflation may contribute significantly to economic uncertainty in Brazil and could harm our business and the market value of the ADSs and our shares.
In the past, Brazil has experienced extremely high rates of inflation. Inflation and some of the Brazilian government’s measures taken in an attempt to curb inflation have had significant negative effects on the Brazilian economy. Since the introduction of theReal in 1994, Brazil’s inflation rate has been substantially lower than that in previous periods. However, during the last several years, the economy has experienced increasing inflation rates and actions taken in an effort to curb inflation, coupled with speculation about possible future governmental actions, have contributed to economic uncertainty in Brazil and heightened volatility in the Brazilian securities market. According to theÍndice Geral dePreços-Mercado, orIGP-M, an inflation index, the Brazilian general price inflation rates were inflation of-0.5% in 2017, 7.2% in 2016, 10.5% in 2015, 3.7% in 2014 and 5.5% in 2013, 7.8% in 2012 and 5.1% in 2011.2013. From January 2016 to March 2016, 2018,IGP-M index was 3.0%1.5%. According to theÍndice Nacional de Preços ao Consumidor Amplo, or IPCA, an inflation index to which Brazilian government’s inflation targets are linked, inflation in Brazil was 2.9% in 2017, 6.3% in 2016, 10.7% in 2015, 6.4% in 2014 and 5.9% in 2013, 5.8% in 2012 and 6.5% in 2011.2013.
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Brazil may continue to experience high levels of inflation in the future. In 2015, Brazil experienced the highest levels of inflation since 2002 and the Brazilian government is already introducing policies aimed at reducing inflationary pressures, which could have the effect of reducing overall performance of the Brazilian economy. There can be no assurance that the lower levels of inflation experienced in Brazil throughout 2014 will return or that inflation going forward will not continue the upward trend experienced in 2015. Our operating expenses are substantially inReais and tend to increase with Brazilian inflation. Inflationary pressures may also hinder our ability to access foreign financial markets or may lead to further government intervention in the economy, including the introduction of government policies that could harm our business or adversely affect the market value of our shares and, as a result, our ADSs.
Exchange rate instability may adversely affect our financial condition and results of operations and the market price of the ADSs and our shares.
During the last decades, the Brazilian government has implemented various economic plans and a number of exchange rate policies, including sudden devaluations, periodic mini-devaluations during which the frequency of adjustments has ranged from daily to monthly, floating exchange rate systems, exchange controls and dual exchange rate markets. Although over long periods depreciation of the Brazilian currency has been generally correlated with the rate of inflation in Brazil, there have historically been observed shorter periods of significant fluctuations in the exchange rate between the Brazilian currency and the U.S. dollar and other currencies, in particular in the last 10 years.
In 2011, the unstable international economic environment, especially in the second half of the year as a result of the effects of the European crisis, contributed to a 13% depreciation of theReal against the U.S. dollar for the year. In 2012, the effects of the lower economic growth, the lower interest rate and the unstable international environment contributed to a 9% depreciation of theReal against the U.S. dollar. In 2013, theReal depreciated 15% against the U.S. dollar due to the performance of the Brazilian economy, the economic rebound of the United States and the economic instability in the international markets. In 2014, despite the weak performance of the Brazilian economy, and the recovery of the North American economy, theReal remained relatively stable against the dollar until September, when started to devalue, closing the year with a depreciation of 13%. In 2015, the political instability, the downgrade of Brazil’s sovereign credit rating and the expectation for an interest rate rise by the Federal Reserve System contributed to a 47% depreciation of theReal against the U.S. dollar. From December 31, 2015 to April 25,In 2016, theReal appreciated 17% against the U.S. dollar, marking the first year that it has appreciated against the U.S. dollar since 2011, despite residual political instability and continuing signs of shrinking of the Brazilian economy. This was due mostly to improvements in the Brazilian political environment, following the impeachment of former president Dilma Rouseff and certain stabilizing measures proposed by 9%current President Michel Temer as well as ongoing efforts by the government’s economic team to curb public spending and debt. In 2017, theReal depreciated 2% against the U.S. dollar reflecting the continued political instability and deterioration of the expectation of the pension reform approval, despite the slight improvement in the Brazilian macroeconomic scenario. From December 31, 2017 to March 31, 2018, theReal depreciated 0.5% against the U.S. dollar. See “Item 3.A. Key Information — Selected Consolidated Financial Data — Exchange Rates.”
There are no guarantees that the exchange rate between theRealand the U.S. dollar will stabilize at current levels. Although we have contracted hedging instruments with respect to our existing U.S. dollar debt obligations, in order to reduce our exposure to fluctuations in the dollar/Real exchange rate, we cannot guarantee that such instruments will be adequate to protect us fully against further devaluation of theReal, and we could in the future experience monetary losses as a result. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk — Foreign Exchange Risk” for information about our foreign exchange risk hedging policy.
Depreciations of theReal relative to the U.S. dollar can create additional inflationary pressures in Brazil that may negatively affect us. Depreciations generally curtail access to foreign financial markets and may prompt government intervention, including recessionary governmental policies. Depreciations also reduce the U.S. dollar value of distributions and dividends on the ADSs and the U.S. dollar equivalent of the market price of our shares and, as a result, the ADSs. On the other hand, appreciation of theReal against the U.S. dollar may lead to a deterioration of the country’s current account and the balance of payments, as well as to a dampening of export-driven growth.
Although a large part of our sales is denominated inReais, prices and certain costs in the chemical business (including but not limited to ethylene and palm kernel oil, purchased by our subsidiary Oxiteno) are benchmarked to prices prevailing in the international markets. Therefore, we are exposed to foreign exchange rate risks that could materially adversely affect our business, financial condition and results of operations as well as our capacity to service our debt.
See “Item 11. Quantitative and Qualitative DisclosureDisclosures about Market Risk.”
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DevelopmentsEconomic and the perception of riskmarket conditions in other countries, especiallyincluding in the United States and emerging market countries, may materially and adversely affect the results ofBrazilian economy and, therefore, our operationsfinancial condition and the market price of the shares and ADSs.
The market value offor securities ofissued by Brazilian companies is affected to varying degreesinfluenced by economic and market conditions in Brazil, and, to varying degrees, market conditions in other countries, including the United States and other Latin American and emerging market countries. Although economic conditions are different in such countries may differ significantly from economic conditions in Brazil, investors’ reactionseach country, the reaction of investors to developments in theseone country may cause the capital markets in other countries to fluctuate. Developments or conditions in other countries, including the United States and other emerging market countries, have at times significantly affected the availability of credit in the Brazilian economy and resulted in considerable outflows of funds and declines in the amount of foreign currency invested in Brazil, as well as limited access to international capital markets, all of which may materially and adversely affect our ability to borrow funds at an acceptable interest rate or to raise equity capital when and if we should have such a need.
In 2015, 2016 and 2017, there was an adverse effect onincrease in volatility in all Brazilian markets due to, among other factors, uncertainties about how monetary policy adjustments in the United States would affect the international financial markets, the increasing risk aversion to emerging market countries, and the uncertainties regarding Brazilian macroeconomic and political conditions. These uncertainties adversely affected us and the market value of securities of Brazilian issuers. Crises such asour securities.
In addition, we continue to be exposed to disruptions and volatility in the global financial crisis startedmarkets because of their effects on the financial and economic environment, particularly in 2008 may diminish investor interest in securities of Brazilian issuers, including our shares and ADSs. This could also make it more difficult for us to access the capital markets and finance our operationsBrazil, such as a slowdown in the futureeconomy, an increase in the unemployment rate, a decrease in the purchasing power of consumers and the lack of credit availability.
Disruption or volatility in the global financial markets could further increase negative effects on acceptable terms or at all.the financial and economic environment in Brazil, which could have a material adverse effect on our business, results of operations and financial condition.
Our businesses, financial condition and results of operations may be materially adversely affected by a general economic downturn and by instability and volatility in the financial markets.
The turmoil of the global financial markets and the scarcity of credit in 2008 and 2009, and to a lesser extent, the European crisis deteriorated in 2011, led to lack of consumer confidence, increased market volatility and widespread reduction of business activity. An economic downturn could materially adversely affect the liquidity, businesses and/or financial conditions of our customers, which could in turn result not only in decreased demand for our products, but also increased delinquencies in our accounts receivable. Furthermore, an eventual new global financial crisis could have a negative impact on our cost of borrowing and on our ability to obtain future borrowings. The disruptions in the financial markets could also lead to a reduction in available trade credit due to counterparties’ liquidity concerns. If we experience a decrease in demand for our products or an increase in delinquencies in our accounts receivable, or if we are unable to obtain borrowings our business, financial condition and results of operations could be materially adversely affected.
Holders of our ADSs may face difficulties in serving process on or enforcing judgments against us and other relevant persons.
We are a company incorporated under the laws of Brazil. All members of our Board of Directors, executive officers and experts named in this annual report are residents of Brazil or have business address in Brazil. All or a substantial part of the assets pertaining to these individuals and to Ultrapar are located outside the United States. As a result, it is possible that investors may not be able to effect service of process upon these individuals or us in the United States or other jurisdictions outside Brazil, or enforce judgments against us or these other persons obtained in the United States or other jurisdictions outside Brazil, including for civil liability based upon United States federal securities laws or otherwise. In addition, because judgments of United States courts for civil liabilities based upon the United States federal securities laws may only be enforced in Brazil if certain conditions are met, holders may face greater difficulties in protecting their interests in the case of actions against us or our boardBoard of directorsDirectors or executive officers than would shareholders of a United States corporation.
Risks Relating to the Shares and the American Depositary Shares
Asserting limited voting rights as a holder of ADSs may prove more difficult than for holders of our common shares.
Under the Brazilian Corporate Law, only shareholders registered as such in our corporate books may attend shareholders’ meetings. All common shares underlying the ADSs are registered in the name of the depositary bank. A holder of ADSs, accordingly, is not entitled to attend shareholders’ meetings. A holder of ADSs is entitled to instruct the depositary bank as to how to exercise the voting rights of its common shares underlying the ADSs in accordance with procedures provided for in the Deposit Agreement, but a holder of ADSs will not be able to vote directly at a shareholders’ meeting or appoint a proxy to do so. In addition, a holder of ADSs may not have sufficient or reasonable time to provide such voting instructions to the depositary bank in accordance with the mechanisms set forth in the Deposit Agreement and custody agreement, and the depositary bank will not be held liable for failure to deliver any voting instructions to such holders.
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Holders of our shares or ADSs may not receive dividends.
Under our bylaws, unless otherwise proposed by the Board of Directors and approved by the voting shareholders at our annual shareholders’ meeting, we must generally pay our shareholders a mandatory distribution equal to at least 50% of our adjusted net income.profit. However, our net income may be capitalized,used to increase our capital stock, used to set off losses and/or otherwise retained in accordance with the Brazilian Corporate Law and may not be available for the payment of dividends, including in the form of interest on shareholders’ equity. Therefore, whether or not you receive a dividend depends on the amount of the mandatory distribution, if any, and whether the Board of Directors and the voting shareholders exercise their discretion to suspend these payments. See “Item 8.A. Financial Information — Consolidated Statements and Other Financial Information — Dividend and Distribution Policy — Dividend Policy” for a more detailed discussion of mandatory distributions.
Holders of our shares may be unable to exercise preemptive rights with respect to the shares.
In the event that we issue new shares pursuant to a capital increase or offer rights to purchase our shares, shareholders would have preemptive rights to subscribe for the newly issued shares or rights, as the case may be, corresponding to their respective interest in our share capital, allowing them to maintain their existing shareholder percentage.
However, our bylaws establish that the Board of Directors may exclude preemptive rights to the current shareholders or reduce the time our shareholders have to exercise their rights, in the case of an offering of new shares to be sold on a registered stock exchange or otherwise through a public offering.
The holders of our shares or ADSs may be unable to exercise their preemptive rights in relation to the shares represented by the ADSs, unless we file a registration statement for the offering of rights or shares with the SEC pursuant to the United States Securities Act or an exemption from the registration requirements applies. We are not obliged to file registration statements in order to facilitate the exercise of preemptive rights and, therefore, we cannot assure ADS holders that such a registration statement will be filed. As a result, the equity interest of such holders in our Company may be diluted. However, if the rights or shares, as the case may be, are not registered as required, the depositary will try to sell the preemptive rights held by holder of the ADSs and you will have the right to the net sale value, if any. However, the preemptive rights will expire without compensation to you should the depositary not succeed in selling them.
If shareholders exchange ADSs for shares, they may lose certain foreign currency remittance and Brazilian tax advantages.
The ADSs benefit from the depositary’s certificate of foreign capital registration, which permits the depositary to convert dividends and other distributions with respect to the shares into foreign currency and remit the proceeds abroad. If you exchange your ADSs for shares, you will only be entitled to rely on the depositary’s certificate of foreign capital registration for five business days from the date of exchange. Thereafter, you will not be able to remit abroadnon-Brazilian currency unless you obtain your own certificate of foreign capital registration or you qualify under National Monetary Council Resolution 4,373 of September 29, 2014 (which replaced Resolution 2,689, of January 26, 2000) which entitles certain investors to buy and sell shares on Brazilian stock exchanges without obtaining separate certificates of registration. If you do not qualify under Resolution 4,373 (which replaced Resolution 2,689), you will generally be subject to less favorable tax treatment on distributions with respect to the shares. The depositary’s certificate of registration or any certificate of foreign capital registration obtained by you may be affected by future legislative or regulatory changes, and additional Brazilian law restrictions applicable to your investment in the ADSs may be imposed in the future. For a more complete description of Brazilian tax regulations, see “Item 10.E. Additional Information — Taxation — Brazilian Tax Consequences.”
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The relative volatility and illiquidity of the Brazilian securities markets may adversely affect you.
Investing in securities, such as the shares or ADSs, of issuers from emerging market countries, including Brazil, involves a higher degree of risk than investing in securities of issuers from more developed countries. For the reasons above, investments involving risks relating to Brazil, such as investments in ADSs, are generally considered speculative in nature and are subject to certain economic and political risks, including but not limited to:
The Brazilian securities market is substantially smaller, less liquid, more concentrated and more volatile than major securities markets in the United States. This may limit your ability to sell the shares underlying your ADSs at the price and time at which you wish to do so. The BM&FBOVESPA, the only Brazilian stock exchange, had a market capitalization of US$0.5 trillion as of December 31, 2015 and an average monthly trading volume of US$42 billion for 2015. In comparison, the NYSE had a market capitalization of US$18.4 trillion as of December 31, 2015 and an average monthly trading volume of US$0.9 trillion for 2015.
There is also a large concentration in the Brazilian securities market. The ten largest companies in terms of market capitalization represented 51% of the aggregate market capitalization of the BM&FBOVESPA as of December 31, 2015. Ultrapar’s average daily trading volume on both stock exchanges in 2015, 2014 and 2013 was R$136.7 million, R$88.4 million and R$69.9 million, respectively.
Controls and restrictions on the remittance of foreign currency could negatively affect your ability to convert and remit dividends, distributions or the proceeds from the sale of our shares, Ultrapar’s capacity to make dividend payments tonon-Brazilian investors and the market price of our shares and ADSs.
Brazilian law provides that, whenever there is a serious imbalance in the Brazilian balance of payments or reasons for believing that there will be a serious imbalance in the future, the Brazilian government can impose temporary restrictions on remittances of income on investments bynon-Brazilian investors in Brazil. The probability that the Brazilian government might impose such restrictions is related to the level of the country’s foreign currency reserves, the availability of currency in the foreign exchange markets on the maturity date of a payment, the amount of the Brazilian debt servicing requirement in relation to the economy as a whole, and the Brazilian policy towards the International Monetary Fund, among other factors. We are unable to give assurances that the Central Bank will not modify its policies or that the Brazilian government will not introduce restrictions or cause delays in payments by Brazilian entities of dividends relating to securities issued in the overseas capital markets up to the present. Such restrictions or delays could negatively affect your ability to convert and remit dividends, distributions or the proceeds from the sale of our shares, Ultrapar’s capacity to make dividend payments tonon-Brazilian investors and the market price of our shares and the ADSs.
Changes in Brazilian tax laws may have an adverse impact on the taxes applicable to a disposition of our ADSs.
According to Law No. 10,833, enacted on December 29, 2003, the disposition of assets located in Brazil by anon-resident to either a Brazilian resident or anon-resident is subject to taxation in Brazil, regardless of whether the disposal occurs outside or within Brazil. In the event that the disposal of assets is interpreted to include a disposal of our ADSs, this tax law could result in the imposition of the withholding income tax on a disposal of our ADSs betweennon-residents of Brazil. See “Item 10.E. Additional Information — Taxation — Brazilian Tax Consequences — Taxation of Gains.”
Substantial sales of our shares or our ADSs could cause the price of our shares or our ADSs to decrease.
Shareholders of Ultra S.A., which own 22% of our outstanding shares, have the right to exchange their shares of Ultra S.A. for shares of Ultrapar and freely trade them in the market as more fully described under “Item 7.A. Major Shareholders and Related Party Transactions — Major Shareholders — Shareholders’ Agreements.” Other shareholders, who may freely sell their respective shares, hold a substantial portion of our remaining shares. A sale of a significant number of shares could negatively affect the market value of the shares and ADSs. The market price of our shares and the ADSs could drop significantly if the holders of shares or the ADSs sell them or the market perceives that they intend to sell them.
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There may be adverse U.S. federal income tax consequences to U.S. shareholdersHolders if we are or become a PFIC under the U.S. Internal Revenue Code.
If we were characterized as a PFIC, in any year during which a U.S. Holder holds our shares or ADSs, certain adverse U.S. federal tax income consequences could apply to that person. Based on the manner in which we currently operate our business, the projected composition of our income and valuation of our assets, and the current interpretation of the PFIC rules, we do not believe that we were a PFIC in 20152017 and we do not expect to be a PFIC in the foreseeable future. However, because PFIC classification is a factual determination made annually and is subject to change and differing interpretations, there can be no assurance that we will not be considered a PFIC for the current taxable year or any subsequent taxable year. U.S. Holders should carefully read “Item 10.E. Additional Information — Taxation — U.S. Federal Income Tax Considerations” for a description of the PFIC rules and consult their own tax advisors regarding the likelihood and consequences if we wereof us being treated as a PFIC for U.S. federal income tax purposes.
| ITEM 4. | INFORMATION ON THE COMPANY |
| A. | History and Development of the Company |
We were incorporated on December 20, 1953, with our origins going back to 1937, when Ernesto Igel founded Ultragaz and pioneered the use of LPG as cooking gas in Brazil, using bottles acquired from Companhia Zeppelin. The gas stove began to replace the traditional wood stove and, to a lesser degree, kerosene and coal, which dominated Brazilian kitchens at the time.
In 1966, the market demand for high-quality and safe transportation services led to the entrance in the transportation of chemicals, petrochemicals and LPG segments. In 1978, Tequimar, was founded for the specific purpose of operating the storage business.
We were also one of the pioneers in developing the Brazilian petrochemicals industry with the creation of Oxiteno in 1970, whose first plant was located in the Mauá petrochemical complex in São Paulo metropolitan area. In 1974, Oxiteno inaugurated its second industrial unit, in the Camaçari petrochemical complex in Bahia. In 1986, Oxiteno established its own research and development center in order to respond to specific customer needs.
In 1997,1995, through Ultragaz, we introduced UltraSystem —– a small bulk distribution system —– to residential, commercial and industrial segments, and we started the process of geographical expansion through the construction of new LPG filling and satellite plants. We also
In 1997, we concluded the capacity expansion of Oxiteno’s industrial unit in Camaçari Petrochemical Complex, in the state of Bahia.
On October 6, 1999, we concluded our initial public offering, listing our shares simultaneously on BM&FBOVESPAB3 and NYSE.
In 2000, Ultragaz started the construction of four new filling plants, therefore covering a large portion of the Brazilian territory. Still in 2000, the first of the four new plants, located in Goiânia, in the state of Goiás, started operations. In 2001, Ultragaz started two new plants: in Fortaleza, in the state of Ceará, and in Duque de Caxias, in the state of Rio de Janeiro. In 2002, the company started operations at a filling plant in Betim, in the state of Minas Gerais.
In March 2000, Ultra S.A’sS.A.’s shareholders signed an agreement, assuring equal treatment of all shareholders (holders of both common and/or preferred shares) in the event of any change in control – tag along rights. The agreement stipulated that any transfer of control of Ultrapar, either direct or indirect, would only be executed in conjunction with a public offer by the acquiring entity to purchase the shares of all shareholders in the same proportion and under the same price and payment terms as those offered to the controlling shareholders.
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In April 2002, Oxiteno completed a tender offer for the acquisition of the shares of its subsidiary Oxiteno Nordeste, through the acquisition of approximately 73.3% of the shares held by minority shareholders. Oxiteno increased its share ownership from 97% to 98.9% for R$4.4 million.
In December 2002, we completed a corporate restructuring process that had begun in October 2002. The effects of the corporate restructuring were (i) the merger of Gipóia Ltda., a company which held a 23% direct stake in Ultragaz and was owned by Ultra S.A., into Ultrapar, increasing our ownership in Ultragaz to 100% and (ii) the exchange of shares issued by Oxiteno for shares issued by Ultrapar.
In August 2003, Ultragaz acquired Shell Gás, Royal Dutch Shell plc’s LPG operations in Brazil, for a total amount of R$170.6 million. With this acquisition, Ultragaz became the Brazilian market leader in LPG, with a 24% share of the Brazilian market on that date.
In December 2003, we concluded the acquisition of Canamex, a Mexican specialty chemicals company. In June 2004, we acquired the operational assets of Rhodia Especialidades S.A. de C.V. in Mexico. Both acquisitions had the target of establishing a stronger presence in the Mexican petrochemical market and to create a production and distribution platform to serve the United States market. Since July 2007, Canamex has been renamed Oxiteno Mexico S.A. de C.V., or (“Oxiteno Mexico.Mexico”).
In April 2005, we concluded a primary and secondary offering of our preferred shares and in July 2005, at an extraordinary general shareholders’ meeting held, our shareholders approved a reverse stock split of all our issued common and preferred shares.
In July 2005, Ultracargo started up a new terminal in Santos, its second port terminal that integrates road, rail and maritime transportation systems. The new terminal had a storage capacity of 33.5 thousand cubic meters for chemical products, 40 thousand cubic meters for ethanol and 38 thousand cubic meters for vegetable oil at the time.
In August 2006, Ultrapar announced the signing of an agreement between its subsidiary Oxiteno Nordeste and Braskem, for the supply of ethylene, with a15-year term.
Also in August 2006, Oxiteno opened its first commercial office outside Brazil, in Buenos Aires, Argentina —– Oxiteno Argentina S.R.L.
In March 2007, Ultrapar, Petrobras and Braskem announced their intent to acquire the Ipiranga Group, and Ultrapar entered into, and Petrobras and Braskem acknowledged, the Ipiranga Group SPA with the Key Shareholders of the principal companies constituting of the Ipiranga Group. In April 2007, Ultrapar acquired the control of the Southern Distribution Business, EMCA and aone-third stake in RPR, in connection with the acquisition of the Ipiranga Group. Following the acquisition, Ultrapar, which was already Brazil’s largest LPG distributor, became the second largest fuel distributor in the country, with a 14% market share in 2007.2007, according to ANP. After the completion of the acquisition of Ipiranga Group, its businesses were divided among Petrobras, Ultrapar and Braskem. Ultrapar retained the fuel and lubricant distribution businesses located in the South and Southeast regions of Brazil; Petrobras received the fuel and lubricant distribution businesses located in the North, Northeast and Midwest regions of Brazil; Petrobras and Braskem received the Petrochemical Business, in the proportion of 60% for Braskem and 40% for Petrobras. For a more detailed discussion of the acquisition of Ipiranga Group, see our FormF-4 filed with the Commission on December 17, 2007.
In April 2007, Ultrapar acquired the sulfate and sulfonate assets of Unión Química S.A. de C.V., in San Juan del Río, Mexico through its subsidiary Oxiteno Mexico.
In September 2007, Oxiteno acquired Arch Andina, a subsidiary of the U.S. company Arch Chemicals, Inc. At such time, Arch Andina was the sole producer of ethoxylates in Venezuela, which had been the only ethylene oxide producing country in Latin America where Oxiteno did not have operations. The amount paid for the acquisition was US$7.6 million. The company was renamed Oxiteno Andina. Also in September 2007, Oxiteno announced the opening of a sales office in the United States.
In January 2008, Ultrapar significantly increased the liquidity of its shares through the issuance of 55 million preferred shares, as a consequence of the Share Exchange. The Share Exchange increased Ultrapar’s free float from 32 million shares to 87 million shares, with the free float reaching 64% of the Company’s total capital. The significant increase in the size of the free float helped Ultrapar to become part of Ibovespa, the BM&FBOVESPAone of B3 index.
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In June 2008, Ultrapar announced that its subsidiary Ultracargo signed the sale and purchase agreement for the acquisition of 100% of the shares of União Terminais held by Unipar. In October 2008, Ultrapar completed the acquisition in relation to the port terminals in Santos and Rio de Janeiro. In November 2008, it completed the acquisition of 50% of the total capital stock held by Unipar of União/Vopak, which owned a port terminal in Paranaguá. The combination of its operations with those of União Terminais doubled the size of Ultracargo in terms of EBITDA, and made it the largest liquid bulk storage company in Brazil, strengthening its operating scale. With this acquisition, Ultracargo increased its presence at the port of Santos, the largest Brazilian port, and is now strategically positioned in the ports of Rio de Janeiro and Paranaguá, where the company did not previously have operations.
In July 2008, Oxiteno inaugurated its first sales office in Europe and the third outside Brazil in Brussels, Belgium, as part of Oxiteno’s internationalization strategy.
In August 2008, Ultrapar announced that its subsidiary SBP entered into a sale and purchase agreement with Chevron for the acquisition of 100% of the shares of CBL and Galena. Prior to the closing, Chevron’s lubricant and oil exploration activities in Brazil werespun-off from CBL and Galena to other Chevron’s legal entities. In March 2009, Ultrapar completed the acquisition and paid R$1,106 million to Chevron, in addition to a US$38 million deposit that it had made to Chevron in August 2008. In August 2009, Ultrapar also paid R$162 million related to the expected working capital adjustment, reflecting the increased working capital effectively received by Ultrapar on the closing date of the acquisition (as set forth in the sale and purchase agreement). The combination with Texaco created a nationwide fuel distribution business, strengthening its competitiveness through a larger operational scale. After completion of the acquisition, Ultrapar implemented its business plan, which consisted of two main work streams (i) the integration of operations, administrative and financial functions of Texaco, and (ii) the implementation of Ipiranga’s business model in the expanded network, with a wider range of products and services and a differentiated approach to its resellers. As of December 31, 2012, Ultrapar had also converted all the acquired Texaco branded stations into the Ipiranga brand. Under the terms of the Ipiranga Group Transaction Agreements, Petrobras had the exclusive right to use Ipiranga’s brand in the operating regions of the Northern Distribution Business for five years from the date of the acquisition of Ipiranga Group, which expired in March 2012. Until then, Ipiranga operated under the Texaco brand in those regions.
Also in August 2008, Ultrapar announced the execution of a supply contract between Oxiteno and Braskem for the supply of ethylene to the Mauá unit, in the state of São Paulo, effective through 2023. At the same time, Oxiteno sold the equity interest it owned in Quattor, equivalent to 2,803,365 shares, for R$46 million.
In October 2008, certain production capacity expansions at Oxiteno were completed, including (i) the operationalstart-up of the oleochemicals plant with an annual production capacity of approximately 100 thousand tons of fatty alcohols andby-products; (ii) the expansion of the ethylene oxide unit at Mauá, adding 38 thousand tons to the annual production capacity of this product; and (iii) the expansion of the ethoxylate and ethanolamine production at Camaçari, adding 120 thousand tons to the annual capacity of these products.
In February 2009, a capital increase of R$15 million was approved at an extraordinary general shareholders’ meeting of RPR through the issuance of 15 million new common and preferred shares and the admission of new shareholders in its capital stock, as part of the acquisition of the Ipiranga Group. As a result, RPR ceased to be a wholly-owned subsidiary of Ultrapar. Ultrapar now retains an equity interest of 33% in RPR.
In December 2009, Ultrapar, through Ultracargo, paid R$44 million for the acquisition of Puma Storage do Brasil Ltda., a storage terminal for liquid bulk with 83 thousand cubic meters capacity located at the port of Suape, in the state of Pernambuco.
In March 2010, Ultrapar entered into a sale and purchase agreement to sell Ultracargo’sin-house logistics, solid bulk storage and road transportation businesses for R$82 million. The sale was closed in July 2010.
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In August 2010, Oxiteno concluded the expansion of the ethoxylate unit at Camaçari, which added 70 thousand tons per year to its production capacity.
In October 2010, Ultrapar, through Ipiranga, entered into a sale and purchase agreement for the acquisition of 100% of the shares of DNP. The total value of the acquisition was R$73 million. DNP distributes fuels in the states of Amazonas, Rondônia, Roraima, Acre, Pará and Mato Grosso through a network of 110 service stations, with 4% market share in 2009 in the North of Brazil, and was the fourth largest fuel distributor in this geographic area.
In February 2011, the extraordinary general shareholders’ meeting approved a stock split of the shares issued by Ultrapar resulting in each share converting into four shares of the same class and type, with no modification in the shareholders’ financial position or interest in the Company. After the stock split, the 1:1 ratio between preferred shares and ADSs was maintained, and each ADS consequently continued to represent one share.
In April 2011, our Board of Directors, at a meeting held, approved the submission to our shareholders a proposal to (a) convert any and all shares of preferred stock issued by the Company into shares of common stock, on a 1:1 conversion ratio; (b) amend the Company’s bylaws, modifying several of its provisions, aiming to strengthen the Company’s corporate governance; and (c) adhere to theNovo Mercado segment rules.
In August 2011, Ultrapar’s shares began trading on theNovo Mercado under ticker symbol UGPA3. Simultaneously, Ultrapar’s ADSs, formerly represented by preferred shares, began representing Ultrapar’s common shares and began trading on the NYSE under this new format.
In August 2011, we completed the expansion of the ethylene oxide plant in Camaçari, increasing the production capacity by 90 thousand tons per year.
In August 2011, Oxiteno opened a commercial office in Bogota, Colombia — Oxiteno Colombia S.A.S.
In September 2011, Ultracargo’s expanded terminal in Suape started operations, increasing its storage capacity by 26 thousand cubic meters. This project was part of Ultracargo’s expansion plan that began in 2010.
In October 2011, Ultrapar acquired, through Ultragaz, Repsol’s LPG distribution business in Brazil for a total value of R$50 million, which included R$2 million related to the net cash of the acquired company.
In April 2012, Oxiteno acquired a specialty chemicals plant in the United States for US$15 million, with no debt assumption. The plant is located in Pasadena, Texas, one of the most important chemical hubs in the world, benefiting from attractive feedstock conditions, including competitive naturalgas-based raw materials, and highly efficient logistics infrastructure. During 2012 and 2013, Oxiteno invested R$42 million in capital expenditures to retrofit the plant for its product line of specialty surfactants. The total production capacity is 32 thousand tons per year and operations started in late 2012. See “Item 4.A. Information on the Company — History and Development of the Company — Investments” for more information.
In May 2012, the Board of Directors approved the nomination of Thilo Mannhardt to succeed Pedro Wongtschowski as Chief Executive Officer starting January 1, 2013. Pedro Wongtschowski replaced Thilo Mannhardt on the Board of Directors consistent with Ultrapar’s philosophy of adequately planning changes in its management.
In May 2012, Oxiteno opened a commercial office in Shanghai, China —– Oxiteno Shanghai Trading LTD.
In July 2012, Ultracargo acquired Temmar from Temmar Netherlands B.V. and Noble Netherlands B.V., subsidiaries of Noble Group Limited for R$68 million, in addition to the assumption of net debt in the amount of R$91 million. In December 2013, in order to simplify our corporate structure, the subsidiary Temmar was merged into Tequimar. Temmar owned a terminal in the port of Itaqui, which added 55 thousand cubic meters to Ultracargo’s capacity.
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In September 2012, we concluded an expansion in the terminal of Santos, adding 30 thousand cubic meters to Ultracargo’s storage capacity. This expansion, together with the expansion in the same terminal concluded in January 2012, which added 12 thousand cubic meters to its capacity, and with the expansion in the terminal of Aratu concluded in June 2012, which added approximately 4 thousand cubic meters to its capacity, represented combined additional storage capacity of 46 thousand cubic meters to Ultracargo. This project was part of Ultracargo’s expansion plan started in 2010, to increase its total storage capacity by 15%.
In November 2012, Oxiteno acquired American Chemical (currently Oxiteno Uruguay), a Uruguayan specialty chemicals company, for R$107 million, in addition to the assumption of R$33 million in net debt. Oxiteno Uruguay’s production capacity is 81 thousand tons per year, particularly sulfonate and sulfate surfactants for the home and personal care industries, as well as products for the leather industry. With the acquisition of Oxiteno Uruguay, Oxiteno continued the expansion of its international activities, initiated in 2003 and based on its deep knowledge of the technology for the production and application of surfactants and specialty chemicals and on a strong relationship with its customers.
In November 2012, Ipiranga entered the segment of electronic payment for tolls, parking and fuels through ConectCar. This initiative was driven by new rules implemented in 2012 to incentivize competition in this segment and combines the experience and complementarity of its partners, each with a 50% interest in the company. ConectCar fits into Ipiranga’s strategy of differentiation, offering more products and services in its service station network focused on convenience and practicality, generating benefits for its clients, retailers and for the company itself. ConectCar started operations in April 2013 and operates in markets that have strong growth perspectives.
In May 2013, Ultracargo concluded an expansion in the terminal of Aratu, adding 22 thousand cubic meters, and in the terminal of Santos, adding 4 thousand cubic meters, totaling 26 thousand cubic meters of additional storage capacity.
In September 2013, Ultrapar and the former shareholders of Extrafarma entered into an association agreement to acquirewith Extrafarma, one of Brazil’s top ten drugstores chains, marking our entry in the retail pharmacy business. See “— Extrafarma Transaction” below.
In February 2014, Ultra S.A.’s shareholders executed a new shareholders’ agreement which became effective as of that date and replaced the 2011 Ultra S.A. shareholders’ agreement. The Ultra S.A. shareholders agreement’s main terms are substantially related to (i) the decision process of Ultra S.A.’s vote at Ultrapar’s shareholders meetings and (ii) procedures to exchange any party’s shares in Ultra S.A. into shares of Ultrapar. The terms and conditions of the new shareholders’ agreement are substantially the same as the previous shareholder’s agreement among the same parties effective since 2011, except, mainly, for the replacement of preliminary meetings among the agreeing parties for extraordinary shareholders’ meetings of Ultra S.A. to decide upon the vote of Ultra S.A. regarding certain matters in general shareholders’ meetings of Ultrapar. See “Item 7.A. Major Shareholders and Related Party Transactions — Major Shareholders — Shareholders’ Agreements.”
In June 2015, Ultrapar announced changes in its executive board approved by its Board of Directors. After eight years as Chief Financial and Investor Relations Officer of Ultrapar, André Covre took over as Chief Executive Officer of Extrafarma. André Covre succeeded Paulo Lazera, who continued involved with Ultrapar as a shareholder and special consultant to Extrafarma. The Chief Financial and Investor Relations Officer position was assumed by André Pires de Oliveira Dias.
In October 2015, Redecard entered into an agreement with OTP to acquire 50% of ConectCar, for R$170 million. This new partner will provideprovided opportunities to ConectCar expand its services to new markets, continuing with its purpose of offering customers mobility, convenience, flexibility and, above all, differentiated benefits.
On August 4, 2016, our subsidiary IPP entered into a joint venture agreement with Chevron to create a new company: ICONIC, in the lubricants business; of which Ipiranga and Chevron hold 56% and 44%, respectively. Operations commenced on December 1, 2017 and CADE approved the transaction on February 9, 2017.
33On November 17, 2016, Ultragaz signed a sale and purchase agreement for the acquisition of 100% of the capital stock of Liquigás. The enterprise value of the acquisition was R$2.8 billion. On February 28, 2018, CADE rejected the transaction relating the acquisition of Liquigás despite all efforts endeavored by the applicants. The contract was automatically terminated, pursuant to which Ultragaz paid a fine on March 13, 2018, in favor of Petrobras in the amount of R$286 million as per the terms of original sale and purchase agreement.
Extrafarma Transaction
Summary. On September 30, 2013, Ultrapar entered into an association agreement with Extrafarma, one of Brazil’s ten largest drugstore chains. According to the terms of the agreement, Ultrapar and Extrafarma entered into anincorporação de ações (mergera merger of shares),shares, pursuant to which Ultrapar acquired 100% of the shares of Extrafarma in exchange for up to 2.9% of shares issued by Ultrapar to Extrafarma’s shareholders. The Extrafarma Transaction closed on January 31, 2014 with the approval of the merger of shares by the Extraordinary General Meetings of Ultrapar and Extrafarma and, consequently, Extrafarma became a wholly-owned subsidiary of Ultrapar from February 1, 2014 onwards. The total consideration of the Extrafarma Transaction consisted of the issuance of up to 16,028,131 shares of Ultrapar and the assumption by Ultrapar of Extrafarma’s net debt of R$106 million as of December 31, 2012.
Structure of the Extrafarma Transaction. Ultrapar acquiredreceived from the former seven shareholders of Extrafarma (who are the heirs of Extrafarma’s founder) all of the shares of Extrafarma in exchange for 12,021,100 newly issued shares of Ultrapar, in accordance with Art. 252 of the Brazilian Corporate Law, increasing our issued share capital to 556,405,096 shares. In addition, as a mechanism for possible adjustments related to contingencies whose triggering events occurred prior to the closing of the transaction, we issued subscription warrants to the former Extrafarma shareholders that, if exercised, could potentially lead to the issuance of up to 4,007,031 shares in the future, subject to adjustment based on numerous factors. Of the total possible shares that could be issued to the former Extrafarma shareholders upon exercise of the subscription warrants, Extrafarma’s shareholders could receive up to 801,409 additional shares based on working capital adjustments and 3,205,622 shares based on absence of indemnification obligations.
On January 31, 2014, at the extraordinary general shareholders’ meetings of Ultrapar and Extrafarma, ours and Extrafarma’s shareholders approved the merger of shares and consequently, Extrafarma became a wholly-owned subsidiary of Ultrapar. The former shareholders of Extrafarma became long-term shareholders of Ultrapar, which we believe evidences their confidence in the growth potential of the sector and in the project to be developed by Ultrapar and Extrafarma.
On June 30, 2014, after assessing Extrafarma’s working capital and indebtedness, we have determined that the subscription warrants related to working capital will not be exercised by the former shareholders of Extrafarma and, accordingly, we have reversed the full provision for the issuance of 801,409 shares related to such warrants, corresponding to R$42.1 million. In addition, we also recorded R$12.2 million in receivables under “other receivables” in current assets as of December 31, 2014 to reflect additional amounts payable to us by the former Extrafarma shareholders. On June 22, 2015, the agreement related to the final adjustment of working capital and net debt of the transaction was executed by and between the parties in the amount of R$26.0 million, that was received by Ultrapar in the third quarter of 2015. The indemnification subscription warrants may still be exercised in the beginning inof 2020, the value of which will be determined based on variations to provisions for fiscal, civil and labor risks and contingent liabilities related to the period prior to January 31, 2014. See Note 3.a to our consolidated financial statements for further information on the Extrafarma Transaction, including information on the business combination and goodwill, and “Exhibit 4.18. — Protocol and Justification ofIncorporação de Ações (merger of shares).”
Ultrapar’s 12,021,100 shares received by the former shareholders of Extrafarma are subject tolock-up agreements and will become available for trading in phases. Of the total shares, 33.5% were immediately available for trading after the closing, 8.3% became available in each of February 2015, February 2016, February 2017 and the remaining shares to be unlocked in five annual tranchesFebruary 2018, with another tranche of 8.3% from 2016 to 2020, with abecome available in February 2019 and the final tranche of 25% to be released from thelock-up on in 2020, which is inwill mark the sixth year after the closing.
Extrafarma became a wholly-owned subsidiary of Ultrapar, and the former shareholders of Extrafarma became long-term shareholders of Ultrapar, which we believe evidences their confidence in the growth potential of the sector and in the project to be developed by Ultrapar and Extrafarma.
Ultracargo – Fire at storage facilities in Santos
OnIn April 2, 2015, part of the storage facilitiesa fire occurred in six ethanol and gasoline tanks operated by Ultracargo in Santos, in the state of São Paulo, endured a nine-day fire surrounding six ethanol and gasoline tanks. The six tankswhich represented 4% of Ultracargo’sthe subsidiary’s overall capacity in Brazil as of December 31, 2014. There were no casualties in thisThe Civil and Federal Police investigated the accident and its impact, and concluded that it was not possible to determine the cause of suchthe accident and its impacts are still being investigated, includingneither to individualize active or passive conduct related to the extent of operational losses, damage to assets, potential environmental damagescause, and other liabilities and reputational harm. We maintain insurance policies to cover certain risks to which we are exposed. See “Item 4.B. Business Overview — Insurance”.
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On April 9, 2015,there was no criminal charge against either individual or the Santos municipal government suspended Ultracargo’s activities in that city. Ultracargo’s operations in Santos comprise two separate areas. On April 27, 2015,subsidiary, by both authorities. Notwithstanding, on February 21, 2018, the authorization grantedFederal Court Public accepted a criminal indictment filed by the municipal governmentPublic Prosecutor’s Office against Tequimar, which shall wait for the court summons in order to take the necessary measures for its defense. Tequimar intends to vigorously defend itself against these charges once it receives the official court summons, which as of the date of this annual report has not yet been received.
In June 2017, Ultracargo obtained the licensing required for the return to resume operations inoperation of 67.5 thousand cubic meters of the area nottotal of 150 thousand cubic meters affected by the accident was published atfire. The remaining tanks are stillnon-operational and the Santos Official Gazette (Diário Oficial de Santos). The still suspendedprocess to obtain licensing to restart operations correspond to 185 thousand cubic meters capacity, or 22.5%is currently underway as of Ultracargo’s previous capacity in Brazil.the date of this annual report.
In addition to lossAs a result of revenues resulting from the partial interruptionevolution of Santos operations, Ultracargo incurred expenses related to the fire accidentregulation process with insurers, as of December 31, 2016, the company recorded insurance receivables in the amount of R$92366.7 million and indemnities to customers and third parties in the amount of R$99.9 million in its balance sheet. In the year endedfirst quarter of 2017, Ultracargo received the full amount from the insurers. As of December 31, 2015. A significant portion2017, the indemnities to customers and third parties remaining amount is R$72.2 million. In addition, contingent liabilities not recognized related to lawsuits and extrajudicial lawsuits in the amount of such expenses are entitled to reimbursement under our insurance policies.R$88.1 million and R$25.9 million (R$96.4 million and R$16.6 million as of December 31, 2016), respectively.
Ultracargo completed the preparationSee “Item 8.A. Financial Information Consolidated Statements and started the implementation of the decommissioning plan, which consists of the removal of equipment and structures of the terminal affected by the fire. This process will allow the experts of the Criminalistics Institute (Instituto de Criminalística) to finalize the assessment to determine the causes of the incident.Other Financial Information — Legal Proceedings.”
Recent Developments
RenegotiationAcquisition
On January 30, 2018, the Company through its subsidiary Tequimar entered into a sale and purchase agreement for the acquisition of financing100% of the quotas of TEAS Terminal Exportador de Álcool de Santos Ltda. (“TEAS”), owned by Raízen Energia S.A. and Raízen Araraquara Açúcar e Álcool Ltda., which had already been operated by the subsidiary Tequimar in the Port of Santos. The purchase price of the acquisition was R$103 million. The closing of the acquisition is subject to certain usual conditions precedent in transactions of similar nature, mainly the approval by CADE. On February 9, 2018, the General Superintendence of CADE issued an opinion for the approval of the transaction without any restriction. On March 2, 2018, CADE issued a certificate attesting to the approval that was published on February 10, 2018. On March 29, 2018, the acquisition was concluded through the closing of the operation.
Debentures
In February 2016, IPP renegotiated2018, Ultrapar made its sixth issuance of debentures in a loansingle series of 1,725,000, simple,non-convertible into shares, nominative, book-entry and unsecured debentures with Banco do Brasil, which would maturea par value of R$1,000.00, final maturity in February 2016, with principal total amount of R$166.7 million, extending the maturity to February 2019,5 years (lump sum at final maturity) and changing the floating interest rate to 114% of CDI.
Loan agreement
In February 2016, Oxiteno USA entered into a loan agreement in the amount of US$40 million, due in February 2021 and bearing interest of LIBOR + 3% p.a., paid quarterly.105.25% of CDI. The loan is guaranteed by Ultrapar andkey terms of these debentures are set forth on the subsidiary Oxiteno Nordeste and the proceeds of this loan will be used to fund the construction of a new alcoxylation plant in the state of Texas.table below:
Ultracargo – Fire at storage facilities in Santos
On March 16, 2016, Ultracargo decided to pay a fine in the amount of R$ 16 million to the CETESB (Companhia Ambiental do Estado de São Paulo, the São Paulo state environmental agency), as a result of an unfavorable decision at the administrative level.
Also in March 2016, Ultracargo received advances relating to certain rescue and containment expenses from the insurers in the amount of R$29.8 million and paid advances to a customer in the amount of R$30.0 million.
In addition, lawsuits and extrajudicial claims for third-party indemnification, claiming damages, presented until the date of this annual report, will be entitled to insurance coverage and are being analyzed by the insurers.
See notes 20.b.2.2, 26 and 32 to our consolidated financial statements.
Principal Amount: | R$1,725,000,000.00 | |
Unit Par Value: | R$1,000.00 | |
Maturity date: | March 5, 2023 | |
Repayment method: | Lump sum at final maturity | |
Interest: | 105.25% of CDI | |
Payment of interest: | Semiannually |
Investments
We have made substantial investments in our operations over the last three fiscal years. At Ultragaz, we have invested in (i) small bulk LPG distribution (UltraSystem); (ii) the purchase and renewal of LPG bottles and tanks; and (iii) the strengthening and restructuring of our distribution logistics. We have also invested in the consolidation of our national coverage over the past three years. Investments at Ipiranga have been directed to (i) the expansion of the Ipiranga network of service stations, convenience stores and lubricant service shops, (ii) the expansion of its logistics infrastructure to support the growing demand, and (iii) the maintenance of its operations. Oxiteno has invested in (i) the expansionmaintenance of its production capacity,units, mainly for specialty chemicals in Brazil, and Mexico and the United States, the commencement of operations in the United States, (ii)and the modernization of its industrial plants and (iii) the development of new products.plants. Ultracargo has mainly invested in the expansion and maintenance of its storage facilities in response to strong demand for logistics infrastructure in Brazil, including investments in capacity expansions at the Aratu and Santosmodernization of safety systems of its terminals. In 2015, Extrafarma has invested mainly in the opening and maintenance of its stores. See “Item 4.A. Information on the Company — History and Development of the Company.” We have also invested in information technology at all our businesses for integrating processes, improving the quality of information, decreasing the response time in decision-making and improving our services.
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The following table shows our organic investments (see definition in note 3 below)total additions to property, plant, equipment, and intangible assets for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
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Ipiranga | 853.9 | 810.0 | 758.3 | 1,059.9 | 892.3 | 853.9 | ||||||||||||||||||
Oxiteno | 131.4 | 113.9 | 139.3 | 463.1 | 288.4 | 131.4 | ||||||||||||||||||
Ultragaz | 219.9 | 180.5 | 150.9 | 214.9 | 225.5 | 219.9 | ||||||||||||||||||
Ultracargo | 23.9 | 26.4 | 37.4 | 86.4 | 78.9 | 23.9 | ||||||||||||||||||
Extrafarma | 80.8 | 57.1 | — | 170.5 | 142.8 | 80.8 | ||||||||||||||||||
Others(1) | 24.2 | 27.8 | 15.6 | 22.6 | 9.9 | 24.2 | ||||||||||||||||||
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Total – additions to property, plant, equipment and intangible assets | 1,334.2 | 1,215.7 | 1,101.5 | 2,017.3 | 1,637.9 | 1,334.2 | ||||||||||||||||||
Financing and bonuses to our resellers(2) | 18.1 | 4.6 | (12.2 | ) | ||||||||||||||||||||
Total organic investments(3), net of disposals | 1,352.2 | 1,220.3 | 1,089.4 | |||||||||||||||||||||
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| (1) | Includes mainly capital expenditures related to corporate information |
In 2015, Ultrapar continued with an investment strategy focused on the continuing2017, Ultrapar’s total additions to generate economies of scaleproperty, plant, equipment and increase competitiveness, better serving an increasing number of customers. Investments, net of disposals,intangible assets totaled R$1,352 million in organic investments.2,017 million. At Ipiranga, R$8721,336 million werewas invested, of which (i) R$374 million inwith nearly 50% directed towards the expansion of its service stations network (through the conversion of unbranded service stations, the opening of new gas(brandingnon-branded stations and opening new customers)stations) and am/pm and Jet Oil franchises, focused onwith the Midwest, Northeastremaining 50% directed towards improving logistics bases, contract renewal (mainly bonuses to our reseller) and North regionsmaintenance, which increases useful lives of Brazil, (ii)the assets. Out of Ipiranga’s total amount, R$1151,060 million in expanding its logistics infrastructureconcerned fixed assets and additions to support the growing demand, through the constructionintangible assets, while R$277 million concerned financing to customers net of repayments (reseller financing is provided for renovation and expansion of logistics facilities, (iii) R$86 million in modernization, mainly in logistics facilities, and (iv) R$297 million in the maintenance of its operations, mainly in the renewal of contracts of its distribution network and the renovationupgrading of service stations. Outstations, purchase of products, and development of the total amount invested, R$854 million were related to property, plant, equipmentautomotive fuels and intangible assets and R$18 million were related to the financing to clients, net of repayments.lubricants distribution markets). At Oxiteno, the total investments in 20152017 amounted to R$131463 million, mainlymostly directed towards the construction of the new plant in the United States, and in the maintenance of its production units, and the completionwhich increases useful lives of the expansion of its production capacity in Coatzacoalcos, Mexico.assets. At Ultragaz, R$220215 million werewas invested, mainly in new clients in the bulk segment, in bottles replacement and acquisition, and bottling bases maintenance, which increases useful lives of bottles and maintenance of its bottling facilities.the assets. In 2015,2017, Ultracargo invested R$2486 million, mainly directed towardsin terminal security systems modernization and infrastructure maintenance at existing terminals, which increases useful lives of its terminals.the assets. Extrafarma invested R$81170 million, mainly directed towardsin the openingconstruction of new drugstores, maintenancestores, information technology systems and remodeling of existing stores and IT retail-facing projects.stores.
Ultrapar’s 2018 investment plan for 2016 amounts to R$1,8092,676 million, which demonstrates the continuitycontinued presence of good opportunities to grow through increased scalefor organic growth and productivity gains, as well as opportunities for modernization of existing operations. The amount does not include potential acquisitions. At Ipiranga, we planthe approved limit is R$1,545 million, of which approximately 50% is intended to invest (i) R$354 million to maintainincrease the pace of expansion of its distributionthe resellers network (through the conversion of unbranded serviceby adding fueling stations and the opening of new gas stations) and of am/pm and Jet Oil franchises, focused on the Midwest, Northeast and North regions of Brazil, and in addition to new distribution centers to supply the convenience stores, (ii) R$112 millioncustomers in the expansion of itscorporate segment. The other 50% is aimed at expanding the logistics infrastructure as a means to support growth mainly through the construction and expansion of logistics facilities,increase productivity, and (iii) R$421 million in thefor activities maintenance and modernization, mainly contract renewal and information technology in support of its activities, mainly in the renewal of contracts of its distribution networkinnovation and the renovation of service stations, as well as information systems to support its operations.efficiency projects. Oxiteno’s investment plan approved for 20162018 totals R$460 million. This amount343 million and will be deployed mainly to production units’ modernization and maintenance, for the purpose of improved productivity; to information systems; and includes US$6534 million intended to the construction ofcomplete the new ethoxylation unit at its site in Pasadena, Texas (USA), which was announcedwe plan to complete in November 2015, and is expected to be concluded by the endfirst half of 2017.2018. The new unit’s capacity will be 170,000120,000 tons per year at its final stage. The remaining amount will be focusedyear. Ultragaz’s investment plan approved for 2018 totals R$284 million, of which R$190 million is allocated to investments in operations maintenance and modernization, of its plants for higher productivity, as well as information systems. Ultragaz’s investiment plan approved for 2016 totals R$208 million, which will be focused mainly (i)technology investments with a focus on capturing new clients in the bottled and bulk segment, (ii) on the replacement and purchase of LPG bottles, (iii) on the expansion and maintenance of filling plants, and (iv) on IT with focus on systems to support its operations. Ultracargo’s investment plan approved for 2016 totalsoperations and quality, and R$11894 million which will mainly be focused on (i)is allocated to expanding the modernization of safety systems of its terminals, (ii) the expansion of Itaqui terminal, whichresellers chain and bulk customers portfolio. Ultracargo is expected to start operatinginvest R$115 million in 2017,the Itaqui and (iii) the adjustmentSuape terminals, which completions are expected in 2019 and maintenance2020, respectively; and in continued terminal safety and infrastructure improvements, for a total amount of the infrastructure of its terminals.R$247 million. At Extrafarma, we plan to invest R$124232 million mainly in the opening of new drugstoresstores and associated logistic infrastructure, with an expectation geographic concentration in the north and northeast regions and in the maintenancestate of its activities.
The plan also covers continued modernization of the information systems within every business to enable increasingly better customer service, improved logistics efficiency, the development of new forms of selling, and expanding our relationships with resellers and partners.
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Equity investments
We have also made several acquisitions and related investments to maintain and create new opportunities for growth and to consolidate our position in the markets in which we operate.
The Extrafarma Transaction closed on January 31, 2014Equity investments consist of acquisition of subsidiaries and accordingly, Ultrapar started to consolidate the equity investment related to Extrafarma as from such date.
capital increases, net of capital reductions in joint ventures and associates. The table below shows our equity investments (see definition in note 7 below) for the years ended December 31, 2015, 20142017, 2016 and 2013:2015:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Ipiranga | 41.1 | (1) | 28.5 | (1) | 23.3 | (2) | ||||||||||||||||||
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Ipiranga(1) | 16.0 | 47.3 | 41.1 | |||||||||||||||||||||
Oxiteno | — | — | 6.2 | (3) | — | — | — | |||||||||||||||||
Ultragaz | — | — | — | — | — | — | ||||||||||||||||||
Ultracargo | — | — | — | — | — | — | ||||||||||||||||||
Acquisition of Extrafarma | — | 719.9 | — | |||||||||||||||||||||
Total equity investments(4) | 41.1 | 748.4 | 29.5 | |||||||||||||||||||||
Extrafarma | — | — | — | |||||||||||||||||||||
Others | — | — | — | |||||||||||||||||||||
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Total equity investments | 16.0 | 47.3 | 41.1 | |||||||||||||||||||||
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| (1) | Capital invested in ConectCar. |
We are a company incorporated under the laws of Brazil. Our principal executive office is located at Brigadeiro Luis Antônio Avenue, 1343, 9th Floor,01317-910, São Paulo, SP, Brazil. Our telephone number is 55 11+55 (11) 3177 7014. Our Internet website address is http://www.ultra.com.br.ri.ultra.com.br. Our agent for service of process in the United States is C.T. Corporation System, located at 111 Eighth Avenue, New York, New York 10011.
| B. | Business Overview |
Ultrapar is a Brazilian company with almost 80 years of history, with leading positions in the markets in which it operates: specialized distribution and retail through Ultragaz, Ipiranga and Extrafarma, production of specialty chemicals through Oxiteno and liquid bulk storage services through Ultracargo.
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The following chart simplifies our organizational structure as of the date hereof, showing our principal business units. For more detailed information about our current organizational structure, see “Item 4.C. Information on the Company — Organizational Structure.”
Our Strengths
Leading market positions across all businesses
Ultragaz is the largest LPG distributor in Brazil. In 2015,2017, Ultragaz’s national market share was 23%, serving23.6% according to ANP, and served approximately 11 million homes in the bottled segment and approximately 5054 thousand customers in the bulk segment. For the year ended December 31, 2015,2017, Ultragaz’s total volume of LPG sold was 1.7 million tons.
Ipiranga is one of the second largest fuel distributor in Brazil with a 22%20.3% market share in 2015,2017 according to ANP, see “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Ipiranga — Competition”, and a network of 7,2308,005 service stations as of December 31, 2015.2017. In addition to the service stations, Ipiranga’s network has approximately 1.92.4 thousand am/pm convenience stores and 1.51.7 thousand Jet Oil franchises. In 2015,2017, Ipiranga focused on its strategy of expansion to the North, Northeastof its network (branding unbranded stations, opening new stations and Midwest regions of Brazil, where the consumption growth rate has been above the national average and the market share of Ipiranga is lower than that in the South and Southeast.new customers). The implementation of Ipiranga’s business model – including its network of convenience stores and loyalty programs – in its service station network allows it to offer a broad range of products and services, which benefits consumers and resellers. The volume of fuel sold by Ipiranga in 20152017 was 25.723.5 million cubic meters.
Oxiteno is a major producer of specialty chemicals and one of the largest producerproducers of ethylene oxide and its principal derivatives in Latin America.America, according to IHS Chemical. Our chemical operations supply a broad range of market segments, particularly crop protection chemicals, food, cosmetics, detergents, packaging for beverages, thread and polyester filaments, brake fluids, petroleum and paints and coatings. For the year ended December 31, 2015,2017, Oxiteno sold 725790 thousand tons of chemical products. In Brazil, Oxiteno competes principally against imports.
Ultracargo is the largest provider of storage for liquid bulk storage in Brazil, with six terminals and storage capacity of 630696 thousand cubic meters as of December 31, 2015,2017, with leading positions in the main ports in Brazil.Brazil in which it operates.
Extrafarma is the sixth largest drugstore network in the country according to Abrafarma’sABRAFARMA’s ranking, with 254394 drugstores and 2 distribution centers as of December 31, 2015.2017.
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Robust business portfolio
Our operations encompass LPG and fuel distribution, operation of a drugstore chain, the production of ethylene oxide and its derivatives and liquid bulk storage services. We believe our businesses provide us with increased financial capability and flexibility. Our business mix makes us less vulnerable to economic fluctuations and allows us to pursue growth opportunities as they arise in any of our business segments.
Ultrapar’s businesses are simultaneously resilient and leveraged on the Brazilian economic growth. Certain of Ultrapar’s businesses, such as the sale of LPG for residential use and fuels for light vehicles, are of a resilient naturedue to their inelastic demand profile and, therefore, are less volatile toin economic downturns. Other of Ultrapar’s businesses, such as sales of diesel fuel, specialty chemicals and bulk LPG are linked to economic performance and tend to boostexperience higher sales volumes during periods of strong economic growth.
Bottled LPG is an essential good, as it is mainly used for cooking, and, therefore, has a lower correlation withis not as correlated to economic performance. Volume of fuels for light vehicles tends to grow linked to the number of light vehicles in Brazil. The Brazilian light vehicle fleet grew at rates ranging from 3%2% to 8% per year during the last five years, despite the volatility in the economic growth during this period, leading to a similar level of growth in the volume of fuels for light vehicles. On the other hand, diesel, specialty chemicals and bulk LPG sales growth have been historically correlated to the performance of the Brazilian economy.
Highly efficient LPG distribution network
Ultragaz is the only LPG distributor in Brazil withmaintains an exclusive network of independent dealers. This network is constituted of approximately 5,1005,800 dealers, who sellwhich sells Ultragaz LPG bottles. ThisIn 2017, this has enabled Ultragaz to control the quality and productivity of its dealers leading to a strong brand name recognition that we believe is associated with quality, safety and efficiency, and also to have frequent contact with LPG customers. In addition, in April 1995, Ultragaz was the first player to introduce LPG small bulk delivery in Brazil, with lower distribution costs than bottled distribution. Over the years, it has built a strong client base in this segment.
Efficiencies in retail network logistics in addition to resale managementknow-how
We believe that the expertise in logistics and resale management that we have gained at Ultragaz is complemented by Ipiranga’sknow-how in the same areas, thus maximizing efficiency and profitability at both companies.
DifferentiatedDistinguished positioning in the fuel distribution sector
We believe that Ipiranga hasdifferentiates itself from its competition in the sector by having a differentiated positioning in its sector, supported by a strong brand and ample coveragemore diverse array of products and services at its service stations to increase the convenience of the customer.and thereby being a more convenient choice for customers. These services and products include convenience stores, lubricant-changing service shops, electronic payment, bakeries, loyalty program, Ipiranga-branded credit cards, and a set of initiatives that aim at enhancing customer’s convenience and loyalty.
Flexibility across the petrochemical cycle
Oxiteno is one of the largest producerproducers of ethylene oxide and its principal derivatives in Latin America. In 2015, 98%2017, 99% of its ethylene oxide production was used internally in the production of ethylene oxide derivatives, which can be roughly classified in two groups: specialty and commodity chemicals. Oxiteno is a major producer of specialty chemicals, which have traditionally higher margins and less exposure to petrochemical cycles than commodity chemicals. Oxiteno has also been heavily investing in the development of products derived from renewable raw materials, such as those produced at its oleochemicals unit, aiming at reducing its dependence onoil-based feedstock and expanding its product portfolio.
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Cost-efficient operations
Oxiteno’s operations have a high degree of production efficiency derived from a scale that we believe is similar to that of the largest producers in the world. Ultragaz has significant market presence in densely populated areas, which allows it to operate its filling plants and distribution system with a high level of capacity utilization and efficiency.efficiency with depth and capillarity. Ipiranga also has a significant market presence in the South and Southeast regions of Brazil, which allows it to operate its extensive network of primary and secondary storage terminals and its distribution system in a cost-efficient manner. After the consolidation of Texaco and DNP and the network expansion through the opening of new gas stations and the conversion of unbranded service stations, the increased scale of Ipiranga allowed improved efficiency and competitiveness in the distribution and sales processes, dilution of advertising, marketing and new product development expenses, and gains from economies of scale in administrative functions. Extrafarma also has a significant market presence in the regions it operates (North and Northeast of Brazil), allowing it to distribute more efficiently its products to its drugstores. Ultracargo is the largest independent liquid bulk storage company in Brazil and the only player in the liquid bulk storage sector present in more than three major ports. Such position provides Ultracargo with increased operational flexibility, operational efficiency and economies of scale.
Strong operational track record
Our Company has exhibited a solid operational track record. Our EBITDA presented an average compound annual growth of 20%18% from 1998 to 2015,2017, in spite of the overall macroeconomic volatility in Brazil and in the world during this same period. See “Item 3.A. Key Information — Selected Consolidated Financial Data” for more information about EBITDA. Our net income attributable to shareholders of the Company presented average compound annual growth of 23%21% from 1998 to 2015.2017.
Experienced management team
We are led by a strong and experienced management team with a proven track record in the LPG and fuel distribution, petrochemical and specialized logistics industries. Our senior management team has on average almost 20 years of experience in the Company. In addition, among the nine members of our Board of Directors, five have more than 15 years with the Company.
Alignment of interests
The members of Ultrapar’s management are relevant shareholders of Ultrapar and havereceive variable compensation linked to performance and value generation to shareholders measured by Economic Value Added (EVA®) growth targets. Moreover, Ultrapar has consistently implemented improvements in corporate governance, such as being the first Brazilian company to grant 100% tag along rightrights to all its shareholders, the separationsegregation of the roles of Chief Executive Officer and Chairman of the Board of Directors and the constantits emphasis on maintaining transparency and transparent interactionconsistency in its interactions with the capital market.investors. Ultrapar is also a founding member of the Latin American Corporate Governance Roundtable Companies Circle, a group dedicated to promoting corporate governance in Latin America.
In 2011, Ultrapar completed the implementation of itsa new corporate governance structure, further aligning our shareholders’ interests by converting all preferred shares into common voting shares. The Conversionconversion resulted in all of our shares having identical voting rights, which allows our shareholders to actively participate in the decisions of the shareholders’ meeting,meetings, without (i) any limitationlimitations on voting rights, (ii) special treatment to current shareholders, (iii) requiredmandatory public tender offers forat a premium to market prices greater than the acquisition price ofonce a controlling interestcertain beneficial ownership threshold is crossed or (iv) any other poison pill provisions.
Our StrategyStrategies
Build on the strength of our brands
Ultrapar is a multi-business company engaged in specialized distribution and retail, (Ipiranga / Ultragaz / Extrafarma), specialty chemicals (Oxiteno) and storage for liquid bulk (Ultracargo). Ourstorage. We believe that our businesses have a high brand recognition associated with quality, safety and efficiency.efficiency that we continually strive to deliver. We intend to reinforce this market perception by continuing to supply high-quality products and services and to introduce new services and distribution channels.
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Maintain a strong relationship with our resellers in the LPG and fuel distribution business
We intend to preserve our strong relationship with dealers by keeping their distribution exclusivity and continuing to implement our differentiated incentive programs in Ultragaz and Ipiranga. We plan to continue to invest in training our dealers, in order to maximize efficiency, to further strengthen our relationship and to promote the high standards of our distribution network. In parallel, we plan to continue to increase our operational efficiency and productivity at Ultragaz and Ipiranga.
Continuously improve cost and capital efficiency in the LPG and fuel distribution business
We plan to continue to invest in the cost and capital efficiency of our distribution systems. Current initiatives include enhanced discipline with respect to our capital allocations and other programs designed to revise Ultragaz’scontrol our costs in both the LPG and fuel distribution structure.business units.
Increase market share in fuel distribution
Our sales strategy is to increase Ipiranga’s market share by converting unbranded stations to Ipiranga’s brand and by opening new service stations, focusing onstations. In the Midwest, Northeast and North regions of Brazil, where we have lower market share and where consumption growth is higher than the national average, given the lower car penetration and faster-growing household income in these regions.regions, which we believe presents opportunities for growth. Ipiranga’s strategy also includes expanding its logistics infrastructure to support the growing demand for fuels in Brazil and initiatives aiming at differentiating our products and services.
Promote and benefit from the formalization of the fuel distribution market
We plan to continue to collaborate with the competent authorities to promote improvements to legislation and to enhance regulatory enforcements in the fuel distribution sector as means of creating a level playing field in the market, increasing sales volume in the formal market and improving our gross margin, thus reducing the competitiveness of players which benefited from cost advantages derived from unfair practices.
Enhance retail network
Ipiranga’sUltrapar’s strategy for its retail operations is strongly focused on differentiation and innovation. ThisAt Ipiranga, this focus has translated to the creation of new market niches through its reseller network characterized by customer service and convenience, thus contributing to high levels of customer loyalty. We believe these initiatives result in a better value proposition for customers and resellers, creating benefits for the whole chain – the client has access to differentiated, more convenient products; the reseller has a more attractive business; and the service station has a differentiated positioning, contributing to the evolution of the company’s results.
Ipiranga’sPosto Ecoeficiente project (Eco-Efficient(Eco-Efficient service station) is one of the initiatives that reflect Ultrapar’s innovation philosophy. It aggregates, in a single project, innovative solutions and sustainable technologies, in harmony with the profitability of the service station for the reseller. This project involvesoffers solutions in the construction and operation of service stations that result in better use of resources, such as water and electricity, and reduction of wastage and residues. Ipiranga ended 20152017 with 1,159 1,240eco-efficient services stations operating and over 226 service stations under constructions.stations.
In another pioneering initiative,2009, Ipiranga launched in 2009 the programKm de Vantagens, a loyalty program in the fuel industry that grants rewards and benefits tothrough which customers and resellers thatmay redeem rewards and benefits. With over 26 million participants,Km de Vantagens has strengthenedserved as an important platform, for customer relationship and for other initiative of Ipiranga, currentlystrengthening relationships with around 21 million participants, up 15% compared to 2014.
In 2010, alsoIpiranga’s customers. Also as part of its differentiation strategy, Ipiranga openedlaunched in 2010 bakeries within its am/pm“am/pm” stores and became Brazil’s largest bakery franchise chain. Over the year, it developed a new image, further strengthening the perceptionAs of being a convenience center always close to its consumer.December 31, 2017, there were 863 bakeries.
In 2011, Ipiranga was the first distributor to launch online sales of fuel. This initiative allows clients to purchase credits of fuel through its website. With these credits, clients are able to purchase fuel at any of the Ipiranga’s accredited service stations. Participants of theKm de Vantagens program who purchase credits online can get a discount on the credit price, which represents another benefit for client loyalty.
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In 2012, among the initiatives of Ipiranga, we highlight the strengthening ofPosto Virtual and the entrance in the segment of electronic payment for tolls, parking and fuels through ConectCar. Once installed on a vehicle’s windshield, ConectCar’s tag automatically opens toll gates at lower costs through a prepaid system with free enrollment. In addition, the tag may be used to purchase fuel as well as accumulate and redeem points of theKm de Vantagens program, points which will be acquired by ConectCar from Ipiranga.system. The client can buy the tag online or at Ipiranga’s service stations, using the points of the loyalty programKm de Vantagens.stations. At the end of 2015,2017, ConectCar reached approximately 600970 thousand customers,active tags, and is now available in almost all toll roads in Brazil.
In 2013,2014, Ipiranga developed “Ipiranga Frotas”,launched a verticalized and integrated supply solution, concentrating logistics, sales to and service for the remote control of the fleet, allowing Ipiranga’s business customers to control and monitor better their vehicle fleet. Another pioneering initiative in 2013 was the appPosto Ipiranga na Web, the first of its kind to be launched in Brazil. The app allows the user with a smartphone to purchase fuels credit, which was already possible through the Ipiranga website.
In order to create value to its am/pm convenience stores clients and franchisees, Ipiranga launched in 2014 its own supply solution. This solution concentrates logistic, selling and service to under a single umbrella structure:am/pm convenience stores in one single structure.Suprimentos. This initiative aims to facilitatestreamline am/pm operations, improve the franchisees’ competitiveness of franchisees and ensure a higher quality product assortment. In 2015, assortment, creating value for clients and franchisees. As of December 31, 2017,am/pm supply solution handled products from suppliers of the main categories, except tobacco and ice cream, and supplied storesSuprimentos operated 4 distribution centers located in the states of Rio de Janeiro, Espírito Santo, São Paulo, Paraná and Santa Catarina.Rio Grande do Sul, which supplied am/pm convenience stores in those states with the main categories of products, except for tobacco and ice cream.
Also in 2014, Ipiranga launched Beer Cave, a new beer purchase experience at its am/pm convenience stores. The Beer Cave is a refrigerated container aimed at the retail consumer that stores more than 100 national and international brands of cold beers ready to be taken away. Infor consumption. As of December 31, 2015,2017, there were 237491 Beer Caves installed in itsIpiranga’s franchisees premises. In 2015, the convenience stores am/pm increased its private label lines in 20 items, including ready to drink juice category.
In addition, in 2015, Ipiranga presentedopened a new configuration of am/pm in São Paulo new configurations of the “am/pm storePaulo: an expanded concept the “am/pm Super Store”, which increases the offer of convenience incomparable to small neighborhood supermarkets for urban service stations, by offeringwith supply of fresh products – like fruits, vegetables, meats, –flowers and a broaderwider range of fast foods. It wasmeals. Ipiranga also launched in Sao Paulo a flagship store, of the “am/pm Estação”,o,” in the State of São Paulo, a model developed for highway service stations to provide long distances travelers with a broader offerarray of convenience and personal care for longproducts distances drivers and travelers.
Expand our operations in regions that grow above the national average
Extrafarma’s organic expansion plan is primarily focusedIn 2016, Ipiranga developed and launched on the consolidationmarketAbastece Aí (Portuguese for Fill Up Here), an initiative that seeks to maximize advantages from the integration of platforms for offering even greater convenience and benefits to customers. Through theAbastece Aí mobile phone app, the customer can obtain discounts andpre-program a refueling option, which is recognized by the Ipiranga service station attendant through a number automatically generated by the app. Through the app, the customer also chooses the rewards he/she prefers to receive and finalizes the refueling process by using a uniqueKm de Vantagenspassword in a safe payment method.
Ipiranga also launched a new gasoline called DT Clean in 2016, using one of the presence onmost modern fuel additive technologies and aims to restore the Northengine’s performance to its original state, while at the same time increasing the car’s useful life and Northeast regionsefficiency. In addition, in 2017, Ipiranga launched Octapro, a high-octane gas that features a combination of Brazil, where GDPcutting-edge additives and, household income have grown aboveamong other benefits, helps engines reach their top power and improves driving performance.
In 2017, Ipiranga further strengthened the Brazilian average, consequently increasing population’s accessproducts offered at its am/pm stores with the launch of Wine Cave. In anair-conditioned wine cellar, customers can find a wide variety of wines, from 60 to health care programs, to medicines80 different labels, at the right temperature. As of December 31, 2017, there were four Wine Cave units installed in the states of Minas Gerais, São Paulo and to personal care and beauty products.Rio de Janeiro.
Ipiranga’s expansion strategy is focused on the Midwest, Northeast and North regions of Brazil, where we have lower market share and where consumption growth has been higher than the national average, given the lower car penetration and faster-growing household income in these regions.
Take advantage of opportunities in the retail pharmacy business to expand our growth
On January 31, 2014, we concluded the Extrafarma Transaction, which marked our entry into Brazil’s retail pharmacy business. The Brazilian retail pharmacy segment is a relevant market in Brazil and during the last several years has presented significant growth. We believe the outlook of the retail pharmacy business in Brazil remains favorable, despite macroeconomic challenges in recent years, mainly due to (i) the aging population; (ii) higher levels of disposable income among consumers; (iii) greater access to medicines, especially due to the growing prominence of generic drugs; (iii) the general resilience of the retail pharmacy business compared to other retail markets in Brazil; and (iv) growing demand for personal care, wellness and beauty products. In addition, consolidation of the sector, supported by increasing formalization and consequent investments, is still in the incipient stages, and we intend to participate in this process.
We intend to accelerate Extrafarma’s expansion plan through (i) increasing its investment capacity, (ii) expanding its distribution network through the potential opening of drugstores at Ipiranga’s service stations and Ultragaz’s resellers, which together have over 12 thousand retail outlets; and (iii) strengthening its management structure through the implementation of Ultrapar’s recognized corporate governance practices and incentives-baseda management model aimed at the alignment of interests.based on performance incentives. Through the integration of sites and product,products, service and convenience offeringofferings we intend to develop business models that are continuously more attractive to Extrafarma’s, Ipiranga’s and Ultragaz’s consumers, thus increasing competitive differentiation potential in each of these businesses.businesses and allowing for increased cross-selling opportunities.
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Invest in niche segments for LPG distribution
Ultragaz is strengthening its presence in the North and Northeast regions of Brazil by focusing on expanding to states such as Pará and Maranhão, where it previously did not use to have significant operations and where LPG consumption has historically grown faster than Brazil’s national average rate.
For the bulk segment, Ultragaz strategy is focused on two areas. The first one is offering its clients mainly in industrial and agribusiness segments new applications for LPG. As a result, Ultragaz aims at expanding its participation in the use of LPG for localized heating, such as pre-heatingpreheating of industrial furnaces, especially in steel, lead, asphalt manufacturing and metallurgical plants, and in new applications in agribusiness, such as drying grains and plague control,seeds, with greater operational and economic efficiency.
The second one is to invest in the expansion of the bulk LPG distribution to small- andmedium-sized businesses, such as laundry shops, restaurants, bakeries, residential condominiums and steam car wash, on the basis of agile and convenience services.
Expand capacity at Oxiteno to maintain our capacity ahead of domestic demand
We intend to maintain Oxiteno’s production capacity ahead of demand in Brazil. Between 2008 and 2011, Oxiteno invested heavily to significantly increase its production capacity, thereby allowing it to maintain production capacity ahead of domestic demand. See “— History and Development of the Company.” We also plan to continue our efforts to apply the best global practices to Oxiteno’s plants and production processes with a view to remain technologically competitive.
On November 4, 2015, Ultrapar’s Board of Directors approved the expansion of Oxiteno’s specialty chemicals’ capacity in Pasadena (TX),(Texas) in the U.S.,United States, by building an ethoxylation unit at its current site, which is expected to be concluded by the end of 2017.in 2018. The plant is located in one of the world’s most important chemical hubs, taking advantage of attractive conditions of raw materials, as well as highly efficient logistics infrastructure. The total investment estimated at US$113 million, will expand Oxiteno’s footprint in the U.S.,United States, focusing on local markets of agrochemicals, personal care, household and industrial cleaning, coatings and oil and gas. TheWe expect that the new unit’s capacity will be 170,000120,000 tons per year at its finalinitial stage. Until December 31, 2017, the total amount invested in this plant was US$118 million.
Continue to enhance product mix at Oxiteno
We increased Oxiteno’s capacity to produce a variety of value-added ethylene oxide derivatives and other specialty chemicals in order to optimize its sales mix across petrochemical cycles. Oxiteno’s investments in research and development have resulted in the introduction of 7086 new products during the last three years. Oxiteno will continue to invest in research and development focused on developing new products to meet clients’ needs. In addition, we intend to continue to focus Oxiteno’s sales in the Brazilian market, which allows us to continuously add value to our products. In 2017, Oxiteno’s research and development expenditures were R$53 million.
Maintain financial strength
We seek to maintain a sound financial position to allow us to pursue investment opportunities and enhance our shareholders’ return on their investment in our Company. Our net debt (consisting of loans, debentures and financialfinance leases recorded as current andnon-current liabilities, net of cash and cash equivalents and financial investments) as of December 31, 20152017 was R$4,9287,220.7 million, representing a 1.21.78 times net debt (consisting of loans, debentures and financialfinance leases recorded as current andnon-current liabilities, net of cash and cash equivalents and financial investments) to EBITDA ratio. We have been consistently distributing dividends to our shareholders. During the five years ended December 31, 2015,2017, we have declared yearly dividends representing an average of 60% of our net income.
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Continue to grow our businesses
Our principal corporate goals are to enhance shareholder value and to strengthen our market presence by growing our businesses. Historically, we have grown our businesses organically and through acquisitions, such as the acquisitions of Shell Gás, Ipiranga, União Terminais, Texaco, DNP, Repsol, Temmar, American Chemical and Extrafarma, and we intend to continue this strategy.
We have also made several investments in the expansion of our existing operations. In Oxiteno, in the last five years ended December 31, 2015, we invested in the expansion of our production capacity focusing on specialty chemicals including investments outside Brazil – in Mexico, the United States and Uruguay. In Ipiranga, organic investments were mainly directed to the expansion of our resellers’ network and logistics infrastructure. In Ultracargo, investments were made to increase the capacity of our terminals in Suape, Santos and Aratu. We constantly analyze acquisition opportunities in the segments in which we operate and in complementary segments that could add value to our Company.
Key Financial Information
The table below sets forth certain financial information for usus:
| Year ended December 31, | ||||||||||||||||||||
| 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
| (in millions ofReais) | ||||||||||||||||||||
Net revenue from sales and services | 80,007.4 | 77,353.0 | 75,655.3 | 67,736.3 | 60,940.2 | |||||||||||||||
Net income attributable to Ultrapar’s shareholders | 1,574.3 | 1,561.6 | 1,503.5 | 1,241.6 | 1,225.1 | |||||||||||||||
Net debt(1) | (7,220.7 | ) | (5,715.3 | ) | (4,928.4 | ) | (3,975.1 | ) | (3,425.9 | ) | ||||||||||
| (1) | See footnote 5 under “Item 3.A. Key Information — Selected Consolidated Financial Data” for a more complete discussion of net debt and its reconciliation to information in our financial statements. |
The table below sets forth the net revenue from sales and services for our principal businesses:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2012 | 2011 | 2017 | 2016 | 2015 | 2014 | 2013 | |||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||
Net revenue from sales and services(1) | ||||||||||||||||||||||||||||||||||||||||
Ultrapar | 75,655.3 | 67,736.3 | 60,940.2 | 53,868.9 | 48,628.7 | |||||||||||||||||||||||||||||||||||
Ultragaz | 4,621.2 | 4,091.3 | 3,982.3 | 3,847.1 | 3,776.8 | 6,069.3 | 5,365.5 | 4,621.2 | 4,091.3 | 3,982.3 | ||||||||||||||||||||||||||||||
Ipiranga | 65,349.8 | 58,830.1 | 53,384.1 | 46,829.4 | 42,221.6 | 67,730.9 | 66,407.3 | 65,349.8 | 58,830.1 | 53,384.1 | ||||||||||||||||||||||||||||||
Oxiteno | 4,082.5 | 3,413.6 | 3,277.8 | 2,928.8 | 2,408.6 | 3,957.6 | 3,700.7 | 4,082.5 | 3,413.6 | 3,277.8 | ||||||||||||||||||||||||||||||
Ultracargo | 315.5 | 346.5 | 332.1 | 293.6 | 259.9 | 438.4 | 355.4 | 315.5 | 346.5 | 332.1 | ||||||||||||||||||||||||||||||
Extrafarma(2) | 1,336.3 | 1,101.3 | — | — | — | 1,869.5 | 1,578.2 | 1,336.3 | 1,101.3 | — | ||||||||||||||||||||||||||||||
EBITDA(3) | ||||||||||||||||||||||||||||||||||||||||
Ultrapar | 3,953.3 | 3,157.9 | 2,918.0 | 2,411.4 | 2,047.5 | |||||||||||||||||||||||||||||||||||
Ultragaz | 357.0 | 305.5 | 280.5 | 245.7 | 280.9 | |||||||||||||||||||||||||||||||||||
Ipiranga | 2,768.8 | 2,288.0 | 2,029.6 | 1,652.6 | 1,366.4 | |||||||||||||||||||||||||||||||||||
Oxiteno | 739.8 | 403.7 | 440.6 | 351.8 | 262.3 | |||||||||||||||||||||||||||||||||||
Ultracargo | 26.3 | 166.9 | 157.5 | 142.7 | 116.8 | |||||||||||||||||||||||||||||||||||
Extrafarma(2) | 28.7 | 29.8 | — | — | — | |||||||||||||||||||||||||||||||||||
Net income attributable to Ultrapar’s shareholders | 1,503.5 | 1,241.6 | 1,225.1 | 1,019.9 | 854.3 | |||||||||||||||||||||||||||||||||||
Net debt(4) | ||||||||||||||||||||||||||||||||||||||||
Ultrapar | (4,928.4 | ) | (3,975.1 | ) | (3,425.9 | ) | (3,084.0 | ) | (2,882.8 | ) | ||||||||||||||||||||||||||||||
| (1) | Segment information for Ultragaz, Ipiranga, Oxiteno, Ultracargo and Extrafarma is presented on an unconsolidated basis. See “Presentation of Financial Information” for more information. |
| (2) | In 2014, reflects |
The table below sets forth EBITDA for our principal businesses and us:
| Year ended December 31, | ||||||||||||||||||||
| 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||
| (in millions ofReais) | ||||||||||||||||||||
EBITDA(1) | ||||||||||||||||||||
Ultrapar | 4,063.5 | 4,216.7 | 3,953.3 | 3,157.9 | 2,918.0 | |||||||||||||||
Ultragaz | 453.2 | 446.6 | 357.0 | 305.5 | 280.5 | |||||||||||||||
Ipiranga | 3,136.5 | 3,080.5 | 2,768.8 | 2,288.0 | 2,029.6 | |||||||||||||||
Oxiteno | 294.8 | 458.9 | 739.8 | 403.7 | 440.6 | |||||||||||||||
Ultracargo | 124.1 | 171.2 | 26.3 | 166.9 | 157.5 | |||||||||||||||
Extrafarma(2) | 24.0 | 37.1 | 28.7 | 29.8 | — | |||||||||||||||
| See footnote |
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Distribution of Liquefied Petroleum Gas
Industry and Regulatory Overview
Liquefied petroleum gas (LPG) is a fuel derived from the oil or natural gas refining process. In Brazil, 76%74% of local demand in 20152017 was produced in local refineries and the remaining 24%26% was imported. LPG has the following primary uses in Brazil:
The following chart shows the process of LPG distribution:
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Historically, bottled LPG has represented a substantial portion of the LPG distributed in Brazil, and is primarily used for cooking. The use of LPG for domestic heating in Brazil is immaterial compared with its use in other developed and emerging countries, primarily because of Brazil’s generally warm climate. Consequently, demand seasonality throughout the year is relatively small. In addition, because LPG is not used to a significant extent for domestic heating in Brazil, overall consumption of LPG per capita is lower in Brazil compared to countries where domestic heating is a major element of LPG demand, making low distribution costs a major competitive differential in the Brazilian LPG market.
Prior to 1990, extensive governmental regulation of the LPG industry essentially limited the use of LPG to domestic cooking. Since 1990, regulations have permitted the use of LPG for certain commercial and industrial uses, and the use of LPG has increased accordingly.
The primary international suppliers of LPG are major oil companies and independent producers of both liquefied natural gas and oil. However, due to Petrobras’ monopolymarket dominance over the production and import of petroleum and petroleum products, untila result of its legal monopoly that was abolished only in 1997, following Constitutional Amendment No. 09/1995 and the endenactment of 2001,Federal Law No. 9,478/97, Petrobras is currently thede facto sole supplier of LPG in Brazil.
Currently, the LPG distribution industry in Brazil consists of 1516 LPG distribution companies or groups of companies, and is regulated by the ANP.National Petroleum Agency (ANP). The LPG distribution industry includes purchasing nearly all its LPG requirements from Petrobras, filling LPG bottles and bulk delivery trucks at filling stations, selling LPG to dealers and end users, controlling product quality and providing technical assistance to LPG consumers. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas —“— Industry and Regulatory Overview — The role of the ANP.” LPG produced by Petrobras, which represented 76%74% of total LPG sold in Brazil in 2015,2017, is transported in pipelines and by trucks from Petrobras’ production and storage facilities to filling stations maintained by LPG distributors. The balance is imported by Petrobras into Brazil and stored in large storage facilities mostly maintained by Petrobras. The imported LPG is then transported from the storage facilities by pipeline and truck to the LPG distributors’ filling stations.
LPG can be delivered to end users either in bottles or in bulk. The bottles are filled in the LPG distributors’ filling stations. Distribution of bottled LPG is conducted through the use of bottles via two principal channels:
In both cases, the bottles are either delivered by the LPG distributors themselves or by independent dealers.
Bulk delivery is the principal delivery method to large volume consumers, such as residential buildings, hospitals, small- andmedium-sized businesses and industries. In the case of bulk delivery, LPG is pumped directly into tanker trucks at filling stations, transported to customers and pumped into a bulk storage tank located at the customer’s premises.
The role of the Brazilian government. The Brazilian government historically regulated the sale and distribution of LPG in Brazil. The period from 1960 to 1990 was characterized by heavy governmental regulation, including price controls, regulation of the geographical areas in which each LPG distributor could operate, regulation of the services offered by distributors and governmental quotas for the LPG sold by distributors, thus restricting the growth of larger LPG distributors. In 1990, the Brazilian government started a deregulation process of the LPG market. This process included easing the requirements for the entry into the market of new distribution companies, reducing certain administrative burdens and removing restrictions on the areas in which distributors could conduct their business and on sales quotas. There are currently no restrictions on foreign ownership of LPG companies in Brazil.
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Since 2001, distributors have been allowed to freely establish retail prices, which were previously set by the Brazilian government. Until the end of 2001, the LPG refinery price charged by Petrobras to all LPG distributors was determined by the Brazilian government and was the same for all LPG distributors in all regions of Brazil. Historically, refinery prices have been subsidized by the Brazilian government. In January 2002, the Brazilian government abolished subsidies to refinery prices and in January 2002, Petrobras started to freely price LPG in the domestic market, adopting the international price plus surcharges as its benchmark. However, the Petrobras refinery price of LPG is still subject to the Brazilian government influence when the government deems appropriate. Refinery prices of LPG inReais remained unchanged from May 2003 to the end of 2007, despite increases in oil and LPG prices in the international markets, which were partially offset by the appreciation of theReal compared to the U.S. dollar, reducing the difference between LPG prices in Brazil and in the international markets. However, sinceSince 2008, Petrobras has increased LPG refinery prices for commercial and industrial usage sporadically,sporadically. In 2017, LPG refinery prices were adjusted more frequently, as shown below:
(% increase) | Jan/08 | Apr/08 | Jul/08 | Jan/10 | Dec/14 | Sep/15 | Dec/15 | |||||||||||||||||||||
Commercial and industrial LPG | 15% | 10% | 6% | 6% | 15% | 11% | 4% | |||||||||||||||||||||
| Jan-08 | Apr-08 | Jul-08 | Jan-10 | Dec-14 | Sep-15 | Dec-15 | Dec-16 | |||||||||||||||||||||||||
Commercial and Industrial LPG (% adjustment) | 15% | 10% | 6% | 6% | 15% | 11% | 4% | 12% | ||||||||||||||||||||||||
| Apr-17 | Jul-17 | Aug-17 | Sep-17 | Nov-17 | Dec-17 | |||||||||||||||||||
Commercial and Industrial LPG (% adjustment) | -4.0% | -5.2% and 8.0% | 7.2% | 2.3% and 7.9% | 6.5% | 5.3% | ||||||||||||||||||
The LPG refinery price for residential use remained unchanged from May 2003 to September 2015, when Petrobras increased prices by 15%. In the last few years, Petrobras’ practice has been not to immediately reflect in its oil derivatives prices in Brazil the volatility of international prices of oil and oil derivatives. However, in June 2017, the dynamic of LPG prices supplied by the distributors was modified to reflect international price volatility and exchange rate variation, as shown below:
| Mar-17 | Jun-17 | Jul-17 | Aug-17 | Sep-17 | Oct-17 | Nov-17 | Dec-17 | |||||||||||||||||||||||||
Residential LPG (% adjustment) | 9.8% | 6.7% | -4.5% | 6.9% | 10.7% and 6.9% | 12.9% | 4.5% | 8.9% | ||||||||||||||||||||||||
For residential use, the price dynamic for LPG acquisition was adjusted at the refineries in January 2018 to soften the transfer of price volatility in the international market to the domestic price. The period for verification of international prices and currency rates which dictate the percentages of price adjustment will be the average of the preceding twelve months and no longer the monthly variation and price movement will now become quarterly and not monthly.
In 20132015 and 2014,2016, Petrobras’ average refinery price was US$457331 per ton and US$425356 per ton, respectively, compared with the average international price of US$575254 per ton and US$544270 per ton, respectively. In 2015,2017, Petrobras’ average refinery price was US$331484 per ton compared with the average international price of US$254401 per ton.
The role of Petrobras. Petrobras, Brazil’s national oil and oil products company, had a legal monopoly in the exploration, production, refining, importing and transporting of crude oil and oil products in Brazil and Brazil’s continental waters since its establishment in 1953. This monopoly was confirmed in Brazil’s federal constitution enacted in 1988. As a result, Petrobras was historically the sole supplier in Brazil of oil andoil-related products, including LPG.
In November 1995, Petrobras’ monopoly was removed from the federal constitution by a constitutional amendmentthe aforementioned Constitutional Amendment No. 09/1995 approved by the Brazilian Congress. According to this amendment, other state and private companies would be able to compete with Petrobras in virtually all fields in which Petrobras operated. This amendment was implemented through Law No. 9,478, dated August 6, 1997, which effectively allowed Petrobras’ monopoly over the prices for oil, gas and oil products to continue for a maximum period of three years. Law No. 9,478, also known asLei do Petróleo, (the “Petroleum Law”), prescribed that the termination of Petrobras’ monopoly would be accompanied by the deregulation of prices for oil, gas and oil products, and created a new regulatory agency, the ANP, to overseeoil-related activities. However, in practice, Petrobras still remains the sole LPG supplier in Brazil, even though there are no legal restrictions to the operation of other suppliers or to imports.
On June 25, 2004, Petrobras entered the LPG distribution market in Brazil through the acquisition of Liquigás, one of the main players in the market.
With the discovery of thepre-salt reservoirs, the Brazilian government adopted a seriesGovernment created an inter-ministerial committee to analyze the various alternatives and suggest modifications to Brazil’s exploration and production concession regime, which has been in force since the enactment of measuresthe Petroleum Law. The Brazilian Government decided to develop the oil and natural gas deposits in thepre-salt region by means of production sharing contracts (“PSC”), resulting in the new regulatory environment, establishing a new legal frameworkregime for the oil industry,pre-salt reservoirs, which may result in a series of regulations, such as production-sharing and concession contracts, among others. This discovery may bring a new scenario for the sector, creating major investments and adaptations in infrastructure such as new refineries, highways, pipelines, platforms, ports and ships, among others.was finally implemented through Federal Law 12,351/2010 (the“Pre-salt Law”).
The role of the ANP. The ANP is responsible for the control, supervision and implementation of the government’s oil, gas and biofuels policies. The ANP regulates all aspects of the production, distribution and sale of oil and oil products in Brazil, including product quality standards and minimum storage capacities required to be maintained by distributors.
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In order to operate in Brazil, an LPG distributor must be licensed with the ANP and must comply with certain minimum operating requirements, including:
| • | full compliance with the Unified Suppliers Registration System (Sistema Único de Cadastramento Unificado de Fornecedores – SICAF). |
LPG distributors are required to provide the ANP with monthly reports showing their sales in the previous month and the volume of LPG ordered from Petrobras for the next four months. The ANP limits the volume of LPG that may be ordered by each distributor based on the number of bottles and infrastructure owned by the distributor. Based on the information provided by the distributors, Petrobras supplies the volume of LPG ordered, provided its production and imports of LPG are sufficient to meet the demand.
LPG distribution to the end consumer may be carried out directly by the LPG distribution companies or by independent dealers.dealers or exclusive dealers, according to ANP Resolution 49/2016 and 51/2016. Each LPG distributor must provide the ANP with information regarding its contracted independent dealers on a monthly basis. The construction of LPG filling plants and storage facilities is subject to the prior approval of the ANP, and filling plants and storage facilities may only begin operations after ANP inspection.
The self-regulatory code/ANP Resolution 15/2005.49/2016 and 51/2016. In August 1996, most of the Brazilian LPG distributors, representing more than 90% of the market, bottle manufacturers, LPG transportation companies and certain LPG retail stores, under the supervision of the Brazilian government, entered into a statement of intent regarding the establishment of a program for “requalifying” LPG bottles (a process under which they undergo safety and quality checks) and other safety procedures, known as the “Self-Regulatory Code” or “Código de Auto-Regulamentação.” See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas —“— Ultragaz — Bottle swapping centers” and “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas —“— Ultragaz — Requalification of bottles.” Before the Self-Regulatory Code came into effect, certain LPG distributors, not including Ultragaz, would fill bottles stamped with another distributor’s brand. This practice resulted in a low level of investment in new bottles, giving rise to concerns regarding the safety of older bottles. The Self-Regulatory Code provides, among other things, that:
Under the Ministry of Mines and Energy Normative Ruling No. 334 of November 1, 1996, or Ruling 334, any party that defaults on its obligations under the Self-Regulatory Code will be subject to the legal penalties, ranging from payment of a fine and suspension of supply of LPG to such party to suspension of such party’s LPG distribution operations.
Ruling 334 set forth the following timetable for the implementation of the measures adopted under the Self-Regulatory Code:
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The Self-Regulatory Code was replaced by ANP Resolution 15/2005,49/2016 and 51/2016, which regulates the distribution of LPG activities.
Ultragaz itself was required to requalify 13.8 million bottles before November 2006 and an additional 10.7 million bottles by November 2011. Ultragaz requalified 3.0 million bottles, 3.82.5 million bottles and 3.12.6 million bottles in 2013, 20142015, 2016 and 2015,2017, respectively. In 2016,2018, Ultragaz expects to requalify approximately 2.52.4 million bottles.
Environmental, health and safety standards. LPG distributors are regulated by ANP and subject to Brazilian federal, state and local laws and regulations relating to the protection of the environment, public health and safety. The National Council of the Environment or(Conselho Nacional do Meio Ambiente — CONAMA,– CONAMA), the Ministry of Labor orand Employment (Ministério do Trabalho e Emprego), and the Ministry of Transport or(Ministério dos Transportes), are the primary regulators of LPG distribution at the federal level.
ANP and
The Brazilian federal and state environmental laws and regulations require LPG distributors to obtain operating permits from the state environmental agencies, from municipal authorities and from the fire department. In order to obtain and maintain the validity of such permits, distributors must satisfy regulatory authorities that the operation maintenance and repair of facilities are in compliance with regulations and are not prejudicial to the environment and the community. In addition, regulations establish standard procedures for transporting, delivering and storing LPG and for testing and requalification of LPG bottles. Civil, administrative and criminal sanctions, including fines and the revocation of licenses, may apply to violations of regulations. Under applicable law, distributors are strictly and jointly liable for environmental damages.
The LPG industry and market are also subject to federal, state and local laws and regulations that prescribe occupational health and safety standards. In accordance with such laws and regulations, it is mandatory for distributors to prepare reports on their occupational health and safety records on an annual basis to the local office of the Ministry of Labor in each of the states in which they operate. In addition, they are also subject to all federal, state and local governmental regulation and supervision generally applicable to companies doing business in Brazil,standards, including labor laws, social security laws and consumer protection laws. In addition, the company also has a sustainability policy that describes the good management practices for health, safety and the environment (HSE). Ultragaz annually conducts audits in its HSE – related processes to verify the performance and compliance with HSE legislation, HSE internal standards and sustainability policy.
Ultragaz
We distribute LPG through Ultragaz. Founded in 1937, we were the first LPG distributor in Brazil. At that time, Brazilians used wood stoves and, to a lesser extent, alcohol, kerosene and coal stoves. Ultragaz was the leading company by sales volume in the Brazilian LPG market as of December 31, 2015.2017.
Ultragaz operates nationwide in the distribution of both bottled and bulk LPG, including the most highly populated states in Brazil, such as São Paulo, Rio de Janeiro and Bahia, and may sell bottled LPG through its own retail stores, through independent dealers as well as through its own truck fleet, which operates on a door-to-door basis or on a scheduled delivery basis.dealers. Bulk LPG is serviced through Ultragaz own truck fleet.infrastructure.
In August 2003, Ultragaz acquired Shell Gás, Royal Dutch Shell’s LPG operations in Brazil, for a total price of R$171 million. Shell Gás had about a 4.5% market share in Brazilian LPG distribution according to ANP, selling 287.4 thousand tons of LPG in 2002. With this acquisition, Ultragaz became the national market leader in LPG, with a 24% share of the Brazilian market in 2003. In October 2011, Ultragaz acquired Repsol, which sold approximately 22 thousand tons of LPG in 2011. See “Item 4.A. Information on the Company — History and Development of the Company”
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Ultragaz is comprised of the following operating subsidiaries:
Markets and marketing. When Ultragaz began its operations, it served only the Southeast region of Brazil. Currently, Ultragaz is present in almost all of Brazil’s significant population centers. In the last fourrecent years, Ultragaz strengthened its presence in the North and Northeast of Brazil, selling LPG in the states of Pará and Maranhão, where it did not have significant operations and where LPG consumption has historically grown faster than Brazil’s national average growth rate. Distribution of bottled LPG includes direct home delivery andmainly retail stores, both carried out by Ultragaz or itsUltragaz’s dealership network mainly using 13 kg ANP approved bottles. In the case of Ultragaz, the bottles are painted blue, which we believe is an important element in recognizing the “Ultragaz” brand.blue. Ultragaz’s operating margins for bottled LPG vary from region to region and reflect market share and the distribution channel in the region.
Before Shell Gás’ acquisition, Ultragaz’s sales strategy for bottled LPG delivery was to increase market share through geographical expansion as well as protecting and incrementing market participation in regions where it already operated. With the acquisition of Shell Gás, Ultragaz became the Brazilian market leader in LPG, and the focus of its marketing strategy evolved to investing in the brand, protecting market share and strengthening its position in certain regions where it does not have a significant presence. The LPG bottled market in Brazil is a mature one and Ultragaz believes that growth in demand in the long term will be a function of an increasing number of households consuming the product as well as an increasing level of household income.
Distribution of bulk LPG is largely carried out through 190 kg storage tanks installed on its clients’ premises. Since 1997, Ultragaz operates small- andmedium-sized bulk delivery facilities withbob-tail trucks, known together as UltraSystem, which deliver LPG in bulk mainly to residential buildings, commercial and industrial clients. Ultragaz’s clients in the commercial sector include shopping centers, hotels, residential buildings, restaurants, laundries and hospitals. Ultragaz’s trucks supply clients’ stationary tanks using a system that is quick, safe and cost effective.
Ultragaz’s bulk sales include large industrial clients, including companies in the food, metallurgical, steel and steelhome and personal care sectors that have large fixed tanks at their plants and consume monthly volumes in excess of five tons of LPG. These clients represent a small portion of Ultragaz’s sales volume since, inplants. In the case of large volume consumers, Ultragaz is competing with other highly competitive energy sources such as natural gas, diesel, wood, fuel oil and fuel oil.electricity.
Ultragaz supplies its bulk clients on the basis of supply contracts with terms ranging typically from two to five years. This type of contract limits fluctuations in sales given that the installation of the tanks is carried out by Ultragaz, and any change in supplier would imply the client’s reimbursing Ultragaz’s investments. The contract also requires that any tank supplied by Ultragaz may only be filled with LPG delivered by the company. When the bulk delivery contract expires, it can be renegotiated or the tank is removed. Since the installation of the tank represents a significant investment for Ultragaz, it seeks to achieve a return on its investment within the term of the contract.
Ultragaz’s strategy for bulk LPG distribution is to continue its process of product and service innovation and to increase the profile of its trademark.innovation. Ultragaz also has a team to identify the needs of each bulk LPG client and to develop technical solutions for using LPG as an energy source. Furthermore, in 2015 Ultragaz started operating under a new concept for the small-small and medium business clients, namedUltrapronto. As an innovative concept in the LPG industry,Ultrapronto represents a more agile and complete service to the client, including client prospection, setup of equipment, logistics and after-sale service, and permeates the entire value chain of the bulk segment, based on: (i) differentiated value proposition for the client, (ii) standardization of processes, in order to enable the service to client, (iii) substantially increase the generation of new business, and (iv)(iii) rationalization of the installation process (30% of time reduction on average).
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The table below shows Ultragaz’s sales of LPG to clients of bottled and bulk LPG:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
Client category | 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | ||||||||||||||||||
| (in thousands of tons) | (in thousands of tons) | |||||||||||||||||||||||
Bottled LPG | ||||||||||||||||||||||||
Residential delivery by Ultragaz / Ultragaz owned retail stores | 63.2 | 65.9 | 64.4 | 61.1 | 60.4 | 63.2 | ||||||||||||||||||
Independent dealers(1) | 1,104.5 | 1,089.6 | 1,069.6 | 1,139.8 | 1,137.0 | 1,104.5 | ||||||||||||||||||
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Total bottled LPG | 1,167.8 | 1,155.4 | 1,134.0 | 1,201.0 | 1,197.5 | 1,167.8 | ||||||||||||||||||
Total bulk LPG | 528.8 | 555.8 | 562.3 | 544.8 | 562.8 | 528.8 | ||||||||||||||||||
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Total tons delivered | 1,696.6 | 1,711.2 | 1,696.3 | 1,745.7 | 1,760.3 | 1,696.6 | ||||||||||||||||||
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| (1) | Includes residential deliveries and distribution through retailers’ stores. |
Residential delivery has evolved during the last years from primarilydoor-to-door to a primarily scheduled, order by phone or phone-ordered delivery.app.
LPG distribution is a very dynamic retail market where consumers’ habits change constantly, thus creating opportunities for the company. In order to more closely track market developments and differentiate itself from its competitors, Ultragaz has developed and enhanced sales channels and payment methods. In the last decade, the company expanded the participation ofDisk Gás (sale of LPG bottles by telephone) and, more recently, introduced ordering through a smartphone app (Ultragaz Connect) and through a website (Pedido Online). These initiatives provide customers with greater convenience add further value and generate logistic optimization to Ultragaz. The same principles have been extended to the bulk segment, in which Ultragaz is a pioneer and has a leading position, and where it has been developing new usages for its products, such as localized heating for the ignition of industrial furnaces, mainly in lead, iron and steel industries.industries, and a steam car washing product for Ipiranga resellers and other entrepreneurs, which uses steam to substitute the traditional car wash, reducing substantially the usage of water. Ultragaz also began offering new solutions that make it an alternative or supplement for companies located in areas supplied with natural gas. Lastly, tracking consumption trends in the bulk segment, Ultragaz intensified its unique account billing service in residential condominiums, through which it provides individual gas bills.
Given Ultragaz’s capillaritynetwork and outreach ofreach to the most remote communities in Brazil, it has engaged in a series of initiatives and partnerships to promote social inclusion, education and culture. The table below shows the most relevant ones.
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Project | Year of launch | Brief description | ||||||||
Ultragaz Cultural | 2000 |
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Partnership with Ministry of Health | 2008 |
• 2009 – 2017: reached more than 120 million people | ||||||||
| 2009 | • Ultragaz is a signatory of the UN Global Compact • In 2016, Ultragaz joined the 17 Objectives of Sustainable Development | ||||||||
Junior Achievement | 2009 |
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“Pega Pilhas, Baterias e Celulares” | 2012 |
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“Campanha Junte Óleo: Ultragaz Coleta e Soya Recicla” – Partnership with Bunge and Triângulo Institute, a NGO | 2013 |
• 2017: over 800,000 liters of oil collected, reaching 450,000 Brazilian households with approximately 400 resellers involved | ||||||||
Partnership with BNDES | 2014 |
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“Somar Sustentabilidade” | 2014 |
• By the end of 2017, more than 400 resellers had participated | ||||||||
Ultragaz Sustainable Shop | 2014 | • A LPG Shop constructed according to USGBC (United States Green Building Council) criteria, seeking to be accredited by LEED (Leadership in Energy and Environmental Design) and AQUA (High Environmental Quality) certifications • The first store was launched in 2014 in São Paulo, and the second one in 2016 in Ceará | ||||||||
CDP Partnership | 2015 | • With the support of CDP, Ultragaz promotes training with its critical suppliers about CO2 emissions, encouraging them to develop inventories for greenhouse gas emissions • 2017: 43 supplies were involved | ||||||||
Also, in 2014, Ultragaz developed its first LPG Shop constructed according to USGBC (United States Green Building Council) criteria, seeking to be accredited by LEED (Leadership in Energy and Environmental Design) and AQUA (High Environmental Quality) certifications. It has recyclable materials collectors, rainwater utilization system, saving light bulbs, LPG heater and “green wall”. The first store was launched in 2014 in São Paulo, and there are expansion projects in progress in Ceará and Salvador.
Distribution infrastructure. Ultragaz’s distribution strategy includes having its own distribution infrastructure for bulk LPG, since it believes proximity to customers is a significant factor in successful distribution and sales strategies. Ultragaz also maintains a large independent dealersdealer network for the bottled LPG. See “— Independent dealers”. The services associated with Ultragaz’s home deliveries strongly influence the ranking of the “Ultragaz” brand name in the bottled market. Ultragaz seeks to expand its home delivery services, including faster delivery, quality and comfort for its customers, having delivery personnel that provide safety recommendations to household customers.dealers.” For both bottled and bulk LPG, deliveries are made by a staff wearing Ultragaz uniforms and driving vehicles with Ultragaz’s logo. Ultragaz has also invested in information technology for improving its process, such as logistics optimization and production efficiency.
Ultragaz delivers bottled LPG, using a distribution network, which as of December 31, 20152017 included 52 company-owned points of sales, and approximately 5,1005,800 independent dealers. As of December 31, 20152017 Ultragaz had a fleet of 9338 vehicles for the delivery of gas bottles and 281306 for bulk delivery. Ultragaz also maintains a call center, which centralizes LPG bottle orders made through phone calls.
Bottled sales capacity derives from the number of bottles bearing Ultragaz’s brands. Ultragaz estimates that, as of December 31, 2015,2017, there were 23.225.4 million 13 kg bottles stamped with Ultragaz’s brands in the market.
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Independent dealers. Ultragaz’s independent distribution network ranges from large dealers, which carry out extensive home delivery, to single retail stores, which sell small quantities of LPG bottles. Until the enactment of ANP Rule 297 on November 18, 2003, independent dealers needed only to be registered with ANP for the sale of LPG bottles. No licenses were required except for those required by the fire department and the municipal authorities. Rule 297 established that the independent dealers must be registered with ANP and comply with a list of prerequisites contained in such rule, as well as those required by law for the storage of bottles up to 90 kg. Also, each municipality sets forth its own safety regulations applicable to stores that sell LPG, including a minimum distance from certain locations, such as schools. For the year ended December 31, 2015,2017, 95% of Ultragaz’s bottled LPG sales were made through independent dealers. The agreements entered into between Ultragaz and independent dealers require the use of the Ultragaz brand and the display of the Ultragaz logo in the delivery vehicles and on the uniforms worn by delivery personnel. Proprietary rights in the trademark and logo are retained by Ultragaz and are duly registered with the National Institute of Industrial Property (INPI —Instituto Nacional de Propriedade Industrial). All contracted dealers are Ultragaz’s exclusive representatives. Under the terms of the respective contracts, each dealer agrees not to delivernon-Ultragaz LPG bottles.
Ultragaz understands that investing in the efficiency ifof its resellersreseller network is key for staying ahead of competition and at the same time aligned with market demand for LPG. Accordingly, Ultragaz has developed several programs aimed at improving resellersresellers’ management quality and standards.
The main tool is thePrograma de Qualificação de Revendas (Reseller Qualification Program), which seeks to standardize Ultragaz’s resellers’ best management practices, including brand standardization, management quality, and strict compliance with the laws applicable to the industry. Through an assessment process, resellers are classified into categories (blue diamond, diamond, golden, bronze and opportunity), allowing the participants to check their performance compared to Ultragaz’s excellence standards and stimulating constant improvement. In 2015,2017, approximately 4.7 thousand resellers participated in the program – a significant increase compared to 2008, when the program began with approximately 700750 resellers evaluated. Out of the resellers that participated in the program in 2015, 74%2017, 72% (or 3.53.4 thousand) were qualified as bronze or above, in line with 2014 (75%2016 (73%) and 2013 (74%2015 (73%), attesting their compliance with most of Ultragaz’s quality requirements. In addition to the Reseller Qualification Program, Ultragaz has been deploying new initiatives to improve the efficiency of its resellers, such as thepre-operation training programs, aiming to accelerate their maturing process and anticipate financial results, increasing success rates among the new resellers, comprised of courses focused on key aspects of LPG operations, marketing and cash flows, among others.
Ultragaz also has invested in the development of training programs offered to its dealers. The first of them is Project SOMAR (Marketing Solutions Applied to Dealers), a program that includes replication of best practices and recommendations of changes to dealers’ operating procedures aiming at improving the efficiency of their operations.
The main initiative carried out since 2007 isAcademia Revenda (Reseller’s Academy), which includes the training programsFormação em Gestão de Revenda (Reseller Management Education),O Especialista em Atendimento (The serving specialist) and Disk Especialista (Disk specialist).These. In addition, in 2016, Ultragaz launchedUltratop, a program for the reseller’s employees, including online trainings and campaigns focused on customer services. These programs seek to provide its resellers and their employees with critical skills to ensure an effective management in the LPG retail market and strengthen the qualification of the resellers’ network.
Distribution channels to bulk consumers. Large bulk distribution, classified by Ultragaz as consumption of more than five tons per month and constituted mostly of industrial users, is made by tanker trucks that deliver the LPG directly to the storage tanks located at the customers’ premises. Small bulk distribution, classified by Ultragaz as consumption under five tons per month and comprised of residential buildings and commercial users, and smaller industrial users, is made primarily bybob-tail trucks. Ultragaz uses the UltraSystem trade name in connection with its small bulk distribution throughbob-tail trucks. Ultragaz makes bulk sales directly to customers using its own fleetinfrastructure and transportation provided by third-party transportation companies.
Payment terms. Ultragaz’s sales through its retail stores and through home delivery are made mainly on a cash basis. Ultragaz’s sales to independent dealers and to industrial and commercial users have payment terms of 1822 days on average.
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Bottle swapping centers. Pursuant to the Self-Regulatory Code, established in 1996 and approved by ANP, the LPG distributors have established 9 operating swapping centers to facilitate the return of the bottles to the appropriate distributor. Under the Self-Regulatory Code, while LPG distributors may pick up any empty LPG bottles tendered by customers in exchange for full LPG bottles, whether or not such empty bottles were put in circulation by that distributor, after October 1997, LPG distributors were not permitted to refill third-party bottles. Accordingly, LPG distributors may deliver third-party bottles to a swapping center where such bottles may be exchanged for bottles placed in circulation by such LPG distributor. The swapping centers currently charge a fee of R$0.48 0.56 per exchanged LPG bottle. In areas where only one LPG distributor has a sizable market share, it is customary to use the facilities of that distributor as an unofficial swapping center.
Requalification of bottles. The useful life of a bottle varies depending on a number of factors, the most important of which are the extent to which the bottle has been exposed to corrosion from the atmosphere and whether the bottle has been damaged. The Self-Regulatory Code and ANP regulation provides that all bottles must be requalified after their first 15 years of use, and every ten years thereafter. Each bottle is visually inspected for damage and corrosion to determine if it can be requalified or if it should be scrapped. In the case of bottles which pass the quality and safety checks, several procedures are followed before the bottles are stamped with the year of requalification and the next term in which they are due for requalification.
Supply of LPG. Currently, Ultragaz and all other LPG distributors in Brazil purchase all or nearly all LPG from Petrobras. Ultragaz has a formal contract with Petrobras for the supply of LPG. The procedures for ordering and purchasing LPG from Petrobras are generally common to all LPG distributors, including Ultragaz, which basically consist of sending an estimate of our needs to Petrobras four months in advance and a more precise estimate of our needs one month in advance. There have been no significant interruptions in the supply of LPG by Petrobras to the distributors since an interruption in 1995 due to a15-day strike by Petrobras employees.
Since 2001, distributors have been allowed to freely establish retail prices, which were previously set by the Brazilian government. Until the end of 2001, the LPG refinery price charged by Petrobras to all LPG distributors was determined by the Brazilian government and was the same for all LPG distributors in all regions of Brazil. Historically, refinery prices have been subsidized by the Brazilian government. In January 2002, the Brazilian government abolished subsidies to refinery prices and Petrobras started to freely pricesprice LPG in the domestic market, adopting the international price plus surcharges as its benchmark. However, the Petrobras refinery price of LPG is still subject to the Brazilian government influence when the government deems appropriate. Refinery prices of LPG inReais remained unchanged from May 2003 to the end of 2007, despite increases in oil and LPG prices in the international markets, which were partially offset by the appreciation of theReal compared to the U.S. dollar, reducing the difference between LPG prices in Brazil and in the international markets. However, sinceSince 2008, Petrobras has increased LPG refinery prices for commercial and industrial usage sporadically,sporadically. In 2017, LPG refinery prices were adjusted more frequently, as shown below:
(% increase) | Jan/08 | Apr/08 | Jul/08 | Jan/10 | Dec/14 | Sep/15 | Dec/15 | |||||||||||||||||||||
Commercial and industrial LPG | 15% | 10% | 6% | 6% | 15% | 11% | 4% | |||||||||||||||||||||
| Jan-08 | Apr-08 | Jul-08 | Jan-10 | Dec-14 | Sep-15 | Dec-15 | Dec-16 | |||||||||||||||||||||||||
Commercial and Industrial LPG (% adjustment) | 15% | 10% | 6% | 6% | 15% | 11% | 4% | 12% | ||||||||||||||||||||||||
| Apr-17 | Jul-17 | Aug-17 | Sep-17 | Nov-17 | Dec-17 | |||||||||||||||||||
Commercial and Industrial LPG (% adjustment) | -4.0% | -5.2% and 8.0% | 7.2% | 2.3% and 7.9% | 6.5% | 5.3% | ||||||||||||||||||
The LPG refinery price for residential use remained unchanged from May 2003 to September 2015, when Petrobras increased prices by 15%. In the last few years, Petrobras’ practice has been not to immediately reflect in its oil derivatives prices in Brazil the volatility of international prices of oil and oil derivatives. However, in June 2017, the dynamic of LPG prices supplied by the distributors was modified to reflect international price volatility and exchange rate variation, as shown below:
| Mar-17 | Jun-17 | Jul-17 | Aug-17 | Sep-17 | Oct-17 | Nov-17 | Dec-17 | |||||||||||||||||||||||||
Residential LPG (% adjustment) | 9.8% | 6.7% | -4.5% | 6.9% | 10.7% and 6.9% | 12.9% | 4.5% | 8.9% | ||||||||||||||||||||||||
For residential use, the price dynamic for LPG acquisition was adjusted at the refineries in January 2018 to soften the transfer of price volatility in the international market to the domestic price, The period for verification of international prices and currency rates which dictate the percentages of price adjustment will be the average of the preceding twelve months and no longer the monthly variation and price movement will now become quarterly and not monthly.
We cannot guarantee that this trend will continue. Any sharp increase in LPG prices charged to LPG distributors could have an impact on Ultragaz’s results if it is unable to maintain its operational margins or sales volume.
In 20132015 and 2014,2016, Petrobras’ average refinery price was US$457331 per ton and US$425356 per ton, respectively, compared with the average international price of US$575254 per ton and US$544270 per ton, respectively. LPG refinery prices for residential use have remained unchanged since 2003. In 2015,2017, Petrobras’ average refinery price was US$331484 per ton compared with the average international price of US$254401 per ton. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas —“— Industry and Regulatory Overview — The role of the Brazilian government.”
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Storage of LPG. On December 31, 2015,2017, Ultragaz’s storage capacity was approximately 19.419.7 thousand tons, including Utingás’ storage capacity. Based on its 20152017 average LPG sales, Ultragaz could store approximately 3.53.4 days of LPG supply. Accordingly, an interruption in the production of LPG may result in shortages, such as the one that occurred during the Petrobras strike in 1995.
Ultragaz stores its LPG in large tanks at each of its filling plants located throughout the regions in which it operates. Primary filling plants receive LPG directly from Petrobras by pipeline; secondary filling plants are supplied by truck; and satellite plants primarily hold LPG which is used to fillbob-tail trucks for small bulk distribution to customers that are not located near a primary or secondary filling plant. See “Item 4.D. Information on the Company — Property, Plants and Equipment.”
Competition. Ultragaz’s main competitors are:
The following table sets forth the market share of Ultragaz and its competitors in terms of volume:volume according to ANP:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
LPG Distributor | 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | ||||||||||||||||||
Ultragaz | 23.2 | % | 23.0 | % | 23.1 | % | 23.6% | 23.8% | 23.2% | |||||||||||||||
Liquigás | 22.6 | % | 22.5 | % | 22.6 | % | 21.6% | 21.7% | 22.6% | |||||||||||||||
Supergasbras | 20.4 | % | 21.1 | % | 21.1 | % | 20.1% | 20.5% | 20.4% | |||||||||||||||
Nacional Gás Butano | 19.2 | % | 18.8 | % | 18.8 | % | 19.5% | 19.3% | 19.2% | |||||||||||||||
Others | 14.6 | % | 14.6 | % | 14.3 | % | 15.1% | 14.7% | 14.6% | |||||||||||||||
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Total | 100.0 | % | 100.0 | % | 100.0 | % | 100.0% | 100.0% | 100.0% | |||||||||||||||
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Prior to 1990, the Brazilian government specified the areas in which LPG distributors were permitted to operate and each LPG distributor was allocated a limit in its LPG sales for each Brazilian geographic region in which it operated. These limits impacted the growth of larger LPG distributors and limited competition among LPG distributors. These restrictions were removed as part of the deregulation process, resulting in a substantial increase in competition among domestic LPG distributors.
Considering that the bottled market for LPG is a mature market with relatively low consumption growth, the competition is largely based upon attempts by LPG distributors to increase market share at the expense of their competitors. LPG distributors in the bottled market compete primarily on brand awareness and reliability of delivery and the service provided to customers. Ultragaz believes that it is competitive in these aspects. Sinceper capita consumption is small, low distribution cost is the critical factor in dictating profitability. Therefore, LPG distributors largely compete on the basis of efficiencies in distribution and delivery as all LPG distributors currently purchase nearly all of their LPG requirements from Petrobras, and as Petrobras’ refinery price charged to the distributors is the same to all LPG distributors. Ultragaz’s principal markets, including the cities of São Paulo, Salvador and Recife, contain heavy concentration of residential consumersare highly populated areas and therefore distribution to this market can be carried out with great economies of scale resulting in lower distribution costs to Ultragaz. Additionally, Ultragaz enjoys low bulk LPG distribution costs through UltraSystem.
In addition to competing with other LPG distributors, Ultragaz competes with companies that offer alternative energy sources to LPG, mainly natural gas, and other sources such as wood, diesel, fuel oil and electricity. Natural gas is currently the principal source of energy against which we compete. Natural gas is currently less expensive than LPG for industrial consumers who purchase large volumes, but more expensive for the vast majority of residential consumers. In addition, the supply of natural gas requires significant investments in pipelines. While fuel oil is less expensive than LPG, LPG has performance and environmental advantages over fuel oil in most uses.
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In 2013, the Brazilian LPG market increased by 2.7% compared to 2012, mainly driven by the growth of 5.8% in the bulk segment due to the country’s economic growth. In 2014, the Brazilian LPG market increased by 1.2% compared to 2013. The bulk segment grew by 1.4% over 2013, a lower growth compared to the previous year mainly due to the worsening of the economic environment in Brazil. In 2015, the Brazilian LPG market decreased by 1.5% compared to 2014, mainly driven by the decrease of 5.4% in the bulk segment compared to 2014, mostly due to the continued worsening of the economic environment in Brazil. In 2016, the Brazilian LPG market increased by 1.2% compared to 2015, driven by an increase in both segments. The bottled segment grew by 1.2% over 2015, given its resilient nature as an essential good and the bulk segment grew by 1.1% compared to 2015, due to new clients entering this market in 2016. In 2017, the Brazilian LPG market remained stable compared to 2016. The bottled segment increased by 0.6%, and the bulk segment decreased by 1.8%.
The following graph shows LPG sales volume for the Brazilian market and Ultragaz for the periods indicated:
Source: ANP (volume for 2006 according to Sindigás)
Income tax exemption status. Brazilian legislation provides a benefit of 75% income tax reduction for businesses located in the northeast region of Brazil, which depends of SUDENE’s formal and previous consent. The tax benefits that Ultragaz’sBahiana’s filling plant located at Caucaia benefited from expiredexpires in 2012. On December 2015, a new request for the incentive was filled, without response until the date of this report.2025. Mataripe’s plant has renewed its 75% income tax reduction up tountil December 2024, based on investments made to increase production capacity and on the modernization of the facility. Also, Aracaju’s and Suape’s plants areplant is entitled to this tax benefit up tountil 2018. The tax benefits for Aracaju’s plant expired in 2017 and the subsidiary will file a request for extension of SUDENE benefit for an additional period of 10 years. In July 2017, a new request was filed and the benefit was granted by SUDENE until 2026 due to productive unit implementation for its Juazeiro plant. In March 2018, respectively.the SUDENE’s approval was authorized by Brazilian Federal Revenue Service. The total amount of SUDENE’s income tax exemption for UltragazBahiana for the years ended December 31, 20152017 and 20142016 was R$5.33.0 million and R$3.928.5 million, respectively. For further information, see Note 9(c) to our 20152017 consolidated financial statements.
Quality.We were the first Brazilian LPG distributor to receive ISO (International Standards Organization) certification for excellence in quality management. We were also the first LPG distributor in Brazil to be awarded withPrêmio Paulista de Qualidade, a well-recognized quality award in Brazil. Ultragaz is implementing the Management Excellence Model (Modelo de Excelência da Gestão® – MEG), of the National Quality Foundation (FNQ). This system standardizes and certifies the main working processes in four areas: Quality Management (ISO 9001), Environmental Management (ISO 14001), Occupational Health and Safety Management (OHSAS 18001) and Social Responsibility Management (SA 8000). Also, in 2014,the last 3 years Ultragaz has received several awards related to quality and management quality in different states in which it operates.
Fuel Distribution
Industry and Regulatory Overview
The Brazilian fuels market comprises the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene and natural gas for vehicles (NGV). In 2015,2017, diesel represented 47%46% of the fuels distributed in Brazil, followed by gasoline, ethanol, fuel oils, NGV and kerosene, each of which represented 33%37%, 15%12%, 4%3%, 1%2% and less than 0.01%, respectively.
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Growth in the fuel distribution sector has been directly influenced by GDP growth rates and size of light vehicle fleet. GDP growth is the main driver for diesel volume, given that diesel in Brazil is highly used for buses, trucks and agricultural engines. The size of the light vehicle fleet influences the growth in the combined volumes of gasoline, ethanol and NGV, which are basically used for light vehicles. The growth in the size of the car fleet in turn, is highly correlated with credit availability and disposable income. Since 2005, the Brazilian economy has been passing through a structural change with the creation of a larger credit market for consumer goods. However, in recent years, the economic recession has affected the credit availability and levels of disposable income in Brazil.
In December 2015,2017, credit in Brazil reached 54%47% of GDP, compared to 50% in December 2016, 54% in December 2015, 59% in December 2014 and 56% in December 2013, 54% in December 2012 and 49% in December 2011, which, combined2013. In 2017, the domestic dynamics gradually recovered throughout the year, with an increaseimprovement in disposablereal average income in Brazil, had a positive effect on the salesalthough continued high unemployment rates. Sales of vehicles in those years.were positively impacted, posting a 9.4% increase after four years of decline. According to ANFAVEA, approximately 2.52.2 million new light vehicles were registered in Brazil in 2015, a decrease of 26% compared to 2014.2017 (2.0 million in 2016). The average light vehicle fleet was estimated to have grownincreased by 3%1.3% in 2015,2017, reaching 40more than 41 million atby the end of the year. Among the total vehicles sold in 2015, 88%2017, 89% were flex-fuel vehicles, which have engines adapted to operate using either gasoline or ethanol, or by any combination of the two, 5%3% were gasoline-only fueled vehicles, 8% were diesel-only and the remaining 6%0.2% were diesel-only.electric vehicles. Since the launching of flex-fuel vehicles in Brazil in 2003, 26.830.5 million flex-fuel cars were sold in Brazil.
Moreover, recent changes to legislation and inspection in the fuel distribution sector have helped to progressively curb unfair competition, creating a level playing field. These improvements should benefit the formal market by capturing the volume from the grey market.
According to ANP, the distribution of fuels (gasoline, ethanol and diesel) is made mainly through three channels, as follows:
The following chart shows theoil-derivative fuel distribution process in Brazil:
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The following chart shows the ethanol distribution process in Brazil:
Distribution ofoil-derivative products is carried out through an extensive network of primary and secondary storage terminals. Primary storage terminals are generally located near refineries and are used to store products to be sold to customers (service stations, large consumers and TRRs) and to be transported to secondary storage terminals.
Oil-derivative products are transported from refineries and port terminals to primary storage terminals via pipelines, coastal, river shipment and coastal or river shipment.trucks. Transportation ofoil-derivative products between primary and secondary storage terminals is provided by pipeline, railroads, trucks and coastal or river barges. Ethanol is transported from the many distilleries to primary and secondary storage bases by trucks and railroads. Delivery to service stations, large consumers and TRRs is made exclusively by trucks.
All gasoline sold in Brazil must contain a certain proportion of anhydrous ethanol that can vary from 18% to 27.5%. In October, 2011, the Brazilian Agriculture Ministry reduced the required percentage of anhydrous ethanol mixed with gasoline from 25% to 20%27%. In May 2013, the Brazilian Mines and Energy Ministry increased the required percentage of anhydrous ethanol mixed with gasoline again to 25%. In March 2015, the Brazilian Agriculture Ministry increased the required percentage of anhydrous ethanol mixed with gasoline from 25% to 27.5%27%. Currently, the percentage of anhydrous ethanol mixed with gasoline is 27%. The Brazilian Sugar and Alcohol Interministerial Council (Conselho Interministerial do Açúcar e Álcool) establishes the percentage of anhydrous ethanol that must be used as an additive to gasoline (currently, at 27% in regular gasoline and 25% in additive/premium gasoline).
Gasoline “A”, as it is known in its unmixed form, is mixed with anhydrous ethanol at primary storage terminals or at secondary storage terminals. Gasoline “A,” mixed with anhydrous ethanol, forms gasoline “C,” which is delivered directly to service stations and large consumers by truck.
Since January 2008, under the Biodiesel Program, distributors have been required to include a percentage of biodiesel in the volume of diesel sold, in order to reduce greenhouse gas emissions. In addition, this program has also the social purpose of encouraging and developing small agriculture producers of biodiesel raw materials. From January 2008 to June 2008, the biodiesel mix requirement was 2%. On July 1, 2008 and 2009, the biodiesel mix requirement was increased to 3% and to a further 4%, respectively. On January 1, 2010, the biodiesel mix requirement was increased to 5%, on July 1, 2014 to 6% and on November 1, 2014 to 7%. In March 2016, the government enacted the Law 13,263, which risesincreased the required percentage of biodiesel mix to diesel to 8% untilstarting in March 2017, with the expectation of reaching up to 10% in 2019.by 2019 (or 15%, subject to technical testing of engines). On March 1, 2017, the biodiesel mix was increased to 8%, and on November 9, 2017, the National Council of Energy Policy published CNPE 23/2017 Resolution increasing the biodiesel mix requirement to 10% as of March 1, 2018.
As of December 31, 2015,January 2018, there were 188153 fuel distributors authorized by ANP to operate in Brazil.
Supply.Petrobras is currently the only relevant domestic supplier of oil derivatives, in Brazil, accounting for 99% of the domesticBrazilian production. There are currently 17 oil refineries in Brazil, of which Petrobras owns 13. Petrobras’s total refining capacity in 20152017 was 367372 thousand cubic meters per day. Brazilian refineries are located predominantly in the South and Southeast regions of Brazil. The overall product yield for these refineries in 20152017 was 42%38% diesel, 22%25% gasoline, 12%11% fuel oil, 6%7% LPG and 18%19% other products, including naphtha. In 2017, 79% of oil derivates was supplied by local refineries and the remaining 21% was imported.
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Ethanol is purchased from various producers. In 2015,2017, there were nearly 400 distilleries365 mills in Brazil, which produced approximately 3028 million cubic meters of ethanol, 39%42% of which was anhydrous ethanol and the rest of which was hydrated ethanol. Brazil’s supply of anhydrous and hydrated ethanol is seasonal and depends mostly on the sugarcane harvest. Since July 2017, four corn-based ethanol plants have been operating in the Midwest region of Brazil. In 2015, 92%2017, 94% of such supply came from Central and Southern Brazil and the remainder of which came from Northern Brazil.
Biodiesel is purchased from the many producers of biofuels in Brazil, and its main raw materials are tallow and soy seeds. As of December 31, 2015,2017, there were 5148 biodiesel producers, located predominantly in the Midwestern region. Brazil’s biodiesel production in 20152017 was about half55% of its total production capacity. Since January 2008, which was the first year of the Biodiesel Program, Petrobras has been required to purchase biofuels in auctions promoted by ANP and supply distributors with amounts of biodiesel corresponding to the proportional volume of diesel purchased. This policy aims to prevent distributors from selling diesel without including the minimum required amount of biodiesel.
The role of the Brazilian government. The Brazilian government has historically regulated the pricing of oil andoil-derivative products, ethanol, natural gas and electric energy. From 1990 onwards, the Brazilian oil and gas sector has been significantly deregulated. Until the adoption of the Petroleum Law, No. 9,478 in 1997, the Brazilian government maintained strict control over the prices that could be charged by (i) refineries to distributors, (ii) distributors to service stations and other channels and (iii) service stations toend-users.
Currently there is no legislation or regulation in force giving the Brazilian government power to setoil-derivative and ethanol fuel prices. However, given that Petrobras is a state-controlled company and the dominant supplier in this market, prices ofoil-derivative fuels are still subject to indirect government influence, resulting in potential differences between international prices and domesticoil-derivative prices. Until 2005, the prices of certainoil-derivative products, especially gasoline and diesel, were periodically updated by Petrobras to minimize the differences between prices practiced in Brazil and in the international markets. From September 2005 to May 2008, gasoline and diesel prices remained unchanged.
From 2008 to 2010, Petrobras changed the prices of gasoline and diesel charged by refineries twice, and the Brazilian government simultaneously changed the CIDE tax in order to partially or fully offset the effect of the change in prices to the end consumer.
In October 2011, the Brazilian government reduced the percentage of anhydrous ethanol mixed into gasoline from 25% to 20%, due to a shortage of ethanol production. To avoid the gasoline price increase to the end consumer, the Brazilian government decided to simultaneously reduce the CIDE tax of gasoline A from R$230 per cubic meter to R$193 per cubic meter. In November 2011, Petrobras increased gasoline and diesel prices by 10% and 2%, respectively and, simultaneously, the Brazilian government reduced once more the CIDE tax of gasoline A to R$91 per cubic meter and that of diesel from R$70 per cubic meter to R$47 per cubic meter, therefore without affecting final consumer prices.
In June 2012, as a consequence of its increased requirements for importing oil products at prices above those practiced in Brazil, Petrobras increased gasoline and diesel prices by 3.9% and 7.8%, respectively, and the CIDE tax of both products was simultaneously reduced to zero by the Brazilian government, offsetting the effect of the increase in prices. In July 2012, Petrobras further increased its refinery price for diesel by 6.2%.
Due to theReal depreciation and to the fact that the average cost of oil derivatives imported from the international markets was higher than the price practiced by Petrobras in the Brazilian market, (i) in January 2013, Petrobras increased gasoline and diesel prices by 6.6% and 5.4%, respectively; (ii) in March 2013, Petrobras announced a new adjustment in diesel price, of 4.9%; and (iii) in November 2013, Petrobras increased gasoline and diesel prices by 4.0% and 8.0%, respectively. In November 2014, Petrobras announced another increase in the gasoline and diesel prices by 3.0% and 5.0%, respectively.
In January 2015, the Brazilian government announced the return of the CIDE tax and the increase in the PIS and COFINS taxes on fuel, with an impact of R$220 per cubic meter for gasoline and R$150 per cubic meter for diesel, valid from February 1, 2015. On September 30, 2015, Petrobras announced a new increase in gasoline and diesel prices of 6.0% and 4.0%, respectively.
In October 2016, a new pricing for gasoline and diesel was established with the objective of, among other aspects, controlling fluctuating prices according to international references on a monthly basis. Therefore, gasoline and diesel prices became directly influenced by the international prices and the Real/U.S. dollar exchange rate. Under the new pricing dynamic, gasoline prices were reduced by 3.2% and 3.1% and increased by 8.1%, respectively, in October, November and December 2016. On the same occasions, diesel prices were reduced by 2.7% and 10.4% and increased by 9.5%.
In July 2017, the new price dynamic was updated in order to make daily price adjustments based on international references and theReal/U.S. dollar exchange rates. Also, in July 2017, Brazilian Government announced an increase in PIS and COFINS taxes for gasoline and diesel. On gasoline the taxes levied increased from R$381.6 to R$792.5 per cubic meter, while for diesel it jumped from R$248.0 to R$461.5 per cubic meter.
The following graphs show the price volatility of fuels acquired by the distributors from the refineries:
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Ethanol prices are deregulated, being freely charged by the ethanol producers. In order to curb unfair competitive practices in the ethanol sales, some measures have been taken by the government, supported by SindicomPlural members. In April 2008, it became mandatory for fuel producers and distributors, as well as TRRs, to issue electronic tax invoices in all the states of Brazil. In addition, in June 2008 the government, through the Brazilian Congress, enacted the Law 11,727/08, based on the Provisional Measure 425 (Medida Provisória 425), which came into force in October 2008. Under this law, two initiatives were imposed to prevent tax evasion: (i) increasing the proportion of collection of PIS and COFINS taxes at distilleries from 25% to 40% and (ii) requiring distilleries to install flow meters (medidores de vazão) to control the output of ethanol, which is still awaiting the definition of certainhowever this initiative was not implemented due to technical aspects to be implemented.aspects. In 2009, ANP started to track sales of methanol. The blending of methanol with ethanol is an example of product adulteration practiced by certain distributors or gas station owners, mainly in the State of São Paulo. On May 7, 2013, the government adopted the Provisional Measure 613 (Medida Provisória 613), which, among other resolutions, granted tax incentives to ethanol producers and to chemical producers through PIS and COFINS tax credits and reductions. As a result, all PIS and COFINS taxes levied on ethanol, which corresponded to R$120 per cubic meter as of December 31, 2013, arewere collected by the producers, and they receivereceived a R$120 per cubic meter tax credit to offset the increased PIS and COFINS taxes levied on ethanol. However, in January 2017, PIS and COFINS taxes for ethanol producers were reestablished at R$120 per cubic meter, without any corresponding credit.
In July 2017, the Brazilian Government announced an increased in PIS and COFINS taxes for ethanol. For ethanol producers, taxes levied increased from R$120.0 to R$130.9 per cubic meter and for ethanol distributers went from zero to R$110.9 per cubic meter.
In accordance with the publication of the Law No. 11,097 on January 13, 2005, the National Biodiesel Program (Programa Nacional de Biodiesel) was created. Since 2008, a certain amount of biodiesel has been required to be added to diesel. In addition, some changes were required in the distributors’ facilities, as well as the restructuring of its logistics. In March 2016, the government enacted the Law No. 13,263, which risesamended Law No. 11,097 and increased the required percentage of biodiesel mix to diesel to 8% untilby 2017, reaching up to 10% in 2019.by 2019, or 15%, subject to technical testing of engines. On March 1, 2017, the biodiesel mix was increased to 8%, and on November 9, 2017, the National Council of Energy Policy published CNPE 23/2017 Resolution increasing the biodiesel mix requirement to 10% as of March 1, 2018.
The role of Petrobras. Since its establishment in 1953, Petrobras maintained a legal monopoly in the exploration, production, refining, importing and transporting of crude oil and oil products in Brazil and its continental waters. This monopoly was confirmed in Brazil’s federal constitution enacted in 1988. As a result, Petrobras has historically been the sole supplier of oil andoil-derivatives in Brazil.
In November 1995, Petrobras’ monopoly was removed from the federal constitution by a constitutional amendment approved by the Brazilian Congress. According to this amendment, other state and private companies are permitted to compete against Petrobras in virtually all fields in which Petrobras operates. This amendment was also reflected in Law No. 9,478, dated August 6, 1997, which limited Petrobras’ monopoly to a maximum period of three years. Law No. 9,478 prescribed that the termination of Petrobras’ monopoly would be accompanied by the deregulation of oil, gas andoil-derivative product prices, and created a new regulatory agency, the ANP, to oversee alloil-related activities. However, in practice, Petrobras still remains basically the sole largest domesticoil-derivative supplier of oil andoil-related products, including naphtha, LPG andoil-derivative fuels in Brazil, even though there are no legal restrictions on the operations of other suppliers or to imports.
Since 1971, Petrobras has acted in the Brazilian fuel distribution market through its subsidiary BR. BR is the leader in the fuel distribution market, with market share of 33%26.6% in 2014,2017, according to ANP.
With the discovery of thepre-salt reservoirs, the Brazilian government adopted a series of measures in the regulatory environment, establishing a new legal framework for the oil industry, which may result in a series of regulations, such as production-sharing and concession contracts, among others. This discovery may bring a new scenario for the sector, creating major investments and adaptations in infrastructure such as new refineries, highways, pipelines, platforms, ports and ships, among others.
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The role of the ANP. The ANP is responsible for the control, supervision and implementation of the Brazilian government’s policies with respect to activities related to oil, natural gas and biofuels. The ANP regulates all aspects of the industry, from the exploration and/or production, transportation to the sale of these products, including product quality standards and to the minimum storage capacities required to be maintained by distributors with respect to oil and oil products in Brazil. Prior to 1999, there were no formal requirements imposed by the Brazilian government on the fuel distribution segment. Distributors were only required to register with the national department of fuels or the national Petroleum Agent or the National Agency prior to starting operations. On December 30, 1999, the ANP established through Resolution No. 202, a number of requirements, with which all distributors must comply. In October 2014, the ANP Resolution No. 202 was replaced by Resolution ANP No 58/2014. Under the new rules, a fuel distributor, in order to operate in Brazil, must obtain an operating authorization and meet certain minimum requirements of operation, including:
ANP is also responsible for establishing the limits ofoil-based fuel volume purchased by distributors based on their storage capacity. Fuel distributors are required to provide the ANP with monthly reports showing their previous month sales.
Fuel distribution for service stations and large consumers must be carried out only by a registered distributor. TRRs are allowed to trade only diesel, lubricants and grease tosmall-end consumers. Each distributor must provide the ANP with information regarding its contracted independent dealers on a monthly basis. The construction of storage facilities and approval for new retail sellers to operate is subject to the prior approval of the ANP. Service stations and storage facilities may only begin operations after ANP inspections.
Regulation.Regulation.Distributors are prohibited from operating service stations, other than for training purposes or for the development and testing of new products and services, and therefore, service stations are operated by independent resellers. Three types of arrangements between distributors and service station operators are generally used in the fuels industry: (i) the distributor owns land, equipment and buildings for a service station that it leases to an operator, (ii) a third party owns land, leases it to a distributor who constructs a service station facility or makes improvements to an existing facility and leases the station to an operator and (iii) the operator or a third party owns the land and constructs a service station facility or makes improvements to an existing facility, which is typically financed by the distributor (the most common practice in Brazil). Agreements between distributors and operators of service stations are generally exclusive for a given period. In exchange for being an exclusive supplier,reseller, the operator is granted the right to operate under the distributor’s brand name. The agreement might also include provisions related to the leasing of pumps and tanks, layout standards, training, quality control, technical and financial support, marketing and advertising support and franchises for complementary services, such as convenience stores (am/pm) and lubricant servicing franchises (Jet Oil).
Sindicom
Plural (formerly, Sindicom) is the association that represents the interests of major Brazilian fuel distributors, which controlled 77%with its members controlling 67.7% of the Brazilian fuel market in 2015. Sindicom2017. The association was formed in 1941 and its primary purpose is to promote uniform standards for industry regulation and to provide a forum in which members can discuss matters affecting the industry. SindicomPlural represents its members in discussions before federal and state governmental bodies and presents its members perspectives on relevant laws and regulations, including those relating to taxation, operations, industrial and occupational safety and environmental protection.
During the 1990s, when the process of deregulation began in the fuel distribution sector in Brazil, a number of parties entered the market with a business model based on cost advantages derived from anticompetitive practices through fuel adulteration and tax evasion, including (i) diluting gasoline by mixing solvents or adding anhydrous ethanol in an amount greater than the permitted by applicable law (anhydrous ethanol has its taxation incorporated into gasoline “A” and is historically cheaper than gasoline),(ii) non-payment of federal taxes on fuels, taxes on gross revenues and state value-added taxes and (iii) selling anhydrous ethanol mixed with water as hydrated ethanol. Such practices have enabled these players, all of them non-Sindicomnon-Plural distributors, to increase their market share by charging artificially lower prices also based on artificially lower costs. SindicomPlural distributors, including Ipiranga, have taken, individually and collectively, a number of actions targeted at reducing or eliminating the effects of these anticompetitive and illegal practices.
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Among the actions taken were:
(i) significant interaction with the Brazilian judiciary, including holding seminars for judges and prosecutors concerning the problems facing the industry and directly participating in tax litigation involving distributors that are not SindicomPlural members, (ii) sponsorship of the development of a chemical coloring solvent that is added to anhydrous ethanol, in order to prevent the addition of water (and later to be sold as hydrated ethanol), (iii) support of ANP resolution that restricts the sale of hydrated ethanol by producers to distributors and prohibits sales by producers to resellers orend-consumers; (iv) support of ANP resolution that forbids distributors to sell fuels to resellers operating under another brand, except for white-flag dealers, who operate without a brand; (v) contribution to the development of CODIF, a system that electronically controls the collection of value-added taxes on fuel sales, (vi) support in the implementation of electronic invoices at the federal level, concluded in 2008, (vii) support for ANP regulation which established brand definition and the obligation of disclosing the origin of the fuels in order to inhibit certain distributors from using a fake brand (known as cloned stations); and (viii) the suggestion of several other measures, supported by ANP, including focusing the collection of PIS and COFINS on distilleries and the installation of flow meters, which were included in Law 11,727/2008. As a result of these efforts, the more regulated market is leading to the weakening of the business model of lower prices based on artificially lower costs and unfair practices, creating a level playing field and increasing sales volume of the formal market. In 2015, share of ethanol volume sold by Sindicom members over the total market was 62%, an increase compared to 58% in 2011, as a result of the practices mentioned above and investments made by the branded distributors in converting unbranded service stations.
Environmental, health and safety standards. Fuel distributors are subject to Brazilian federal, state and local laws and regulations relating to environmental protection, safety and occupational health and safety licensing by the fire department and transportation. The National Environment Council — CONAMA — is the principal responsible for ruling and accepting matters with respect to the environment. Environmental state agencies and municipal departments are also responsible for establishing and supervising complementary laws and regulations within its areas of operation.
Fuel distributors must obtain authorizations and/or licenses from federal, state and/or municipal environmental agencies and fire departments to implement and operate their facilities. They are required to develop programs to control air and water pollution and hazardous waste. Emergency plans for its plants and headquarters, involving communities, public companies and other private companies must also be implemented. Additionally, fuel distributors must also comply with laws from the Ministry of Labor, which prescribes occupational health and safety standards. To maintain a safe and healthy workplace, companies must carry out comprehensive occupational health and safety programs.
Fuels may be transported only under special conditions. In Brazil, transportation of dangerous products is regulated and the regulations cover all modes of transport.
Ipiranga
Ipiranga was founded in 1937 and is currentlyone of the largest private playerplayers in the Brazilian fuel distribution market, with 22%20.3% market share in terms of sales volume in 20152017 and 7,2308,005 service stations as of December 31, 2015.2017.
Ipiranga distributes diesel, gasoline, ethanol, NGV, fuel oil, kerosene, ARLA (liquid agent to reduce nitrogen oxides emissions from heavy vehicles), lubricants and greases nationwide. In addition to a traditional fuel distribution business, Ipiranga has implemented a differentiation strategy, by offering other products and services throughout its service station network. This strategy has led to a significant and growing convenience store business, branded am/pm, including the expansion of the bakery network and private label products under the same brand, as well as lubricant servicing businesses, Jet Oil and Jet Oil Motos, and the consolidation of other related products and services. In 2014 Ipiranga launched its own supply solution for its am/pm convenience stores, theam/pm Suprimentos. At the end of 2015,2017,am/pm Suprimentos operated threefour distribution centers in Brazil (Rio de Janeiro, Rio Grande do Sul, Paraná and São Paulo). In 2015,2017, Ipiranga launched in São Pauloopened the third am/pm expanded concept for urban service station, a new configurationsconfiguration of the am/pm store, concept, “the am/pm Super Store”, for urban service stations, and “am/ended the year with oneam/pm Estação”o, a model developed for highways service station in highways.stations. The newly launchednew am/pm models increased the offer of convenience by adding new services and products to the traditional ones: health and beauty space, grocery store, full meals and a new fast food concept appropriate to each type of client. For more information, see “Item 4.B. Information on the Company — Business Overview — Our Strategy — Enhance retail network.”
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Among the other related products and services, we highlight Ipiranga’sIpiranga has a loyalty program,Km de Vantagens, which has reached 2126 million participants as of December 31, 2015,2017, and the online service station, “Posto Ipiranga na Web”, where customers can acquire fuel credits online and use them to purchase fuel at our accredited fuel stations.
Markets and marketing. Until March 2009, Ipiranga only operated in the South and Southeast regions of Brazil. After the acquisition of Texaco, Ipiranga became a nationwide distributor and started to operate in the Northeast, North and Midwest regions of Brazil, regions where the fuel consumption grows above the national average rate, given the lower car penetration and faster-growing household income compared to other regions. Under the terms of the Ipiranga Group Transaction Agreements, Petrobras had the exclusive right to use Ipiranga’s brand in the operating regions of the Northern Distribution Business for five years from the date of the acquisition of Ipiranga Group, which expired in April 2012. Until then, Ipiranga operated under the Texaco brand in those regions. In November 2010, Ultrapar closed the acquisition of DNP, which distributes fuel in the states of Amazonas, Rondônia, Roraima, Acre, Pará and Mato Grosso through a network of 110 service stations, with 4% market share in the North region of Brazil in 2010. See “Item 4.A. Information on the Company — History and Development of the Company.” In 2015,2017, Ipiranga continued its strategy to increase its scale of operations, adding 174442 service stations through the conversion of unbranded service stations and the opening of new gas stations. Furthermore, Ipiranga ended 20152017 with 1,159 1,240eco-efficient service stations (Posto Ecoeficiente —– service stations with a set of solutions that reduce the consumption of materials, natural resources and energy of these service stations, including the reduction of waste generated during the construction). Ipiranga is also focusing on the expansion of Jet Oil and am/pm franchises to enhance the service and convenience of consumers at the Ipiranga service stations.
Growth in the fuel distribution sector is directly influenced by GDP growth rates and by the size of the car fleet. In 2010, 2011 and 2012, the automotive sector reached new records of new light vehicles registered, mainly as a result of the increased disposable income and credit availability. See “Item 5.D. Operating and Financial Review and Prospects — Trend Information.” See “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview.” Furthermore, legislativeLegislative changes and inspection in the fuel distribution sector occurred in the lastrecent years have progressively curbed unfair competition, creating a level playing field in the Brazilian distribution market. Overtime, these improvements should benefit the formal market by capturing the volume from the grey market. See “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview.”
In 2015, 2.52017, 2.2 million new light vehicles were registered according to ANFAVEA, a decreasean increase of 26% in relation9.4% compared to 2014,2016, with flex fuel cars representing 88%89% of the total light vehicles registered in 2015.2017.
According to ANFAVEA, the estimated totalaverage light vehicles fleet in Brazil as of December 31, 20152017 was 40more than 41 million, an increase of 3%1.3% from 2014,2016, as a consequence of the 2.52.2 million new cars registered and an estimateda scrapping of 1.41.7 million cars in 2015.2017.
In 2015,2017, the fuel volume sold by Ipiranga slightly increased by 0.4%remained stable compared to 2014, with (i) the2016. The combined sales volume of gasoline, ethanol and NGV increasingincreased by 2.51.4%, driven by the growth of 1.3% in the average light vehicle fleet and investments madefleet. In line with the gradual improvement of the macroeconomic scenario, the volume of diesel only began to expand its service station network, partially offset byincrease in the effectssecond half of higher unemployment rates over the year, andresulting in an overall reduction of 1.6% despite the consequent impact on household consumption, and (ii) diesel sales volume decreased 1.6%improvements in the period, as a resultsecond half of the economic downturn, partially offset by the investments made to capture new clients.year.
Ipiranga’s sales volume from its service station network accounted for 75%76% of its total sales in 2015.2017. As of December 31, 2015,2017, there were 7,2308,005 service stations operating under the Ipiranga brand, of which 795917 had the land either owned by us or under a long term lease to us and 6,4357,088 owned by third parties. In 2015, 90%2017, 89% of these service stations were located in urban areas, with the remaining 10%11% located in highways.
Distribution to large consumers represented 18%17% of Ipiranga’s sales in 2015.2017. Ipiranga directly sold to 5,6305,208 customers in 2015,2017, including state and municipal governments, industries and cargo and passenger transportation fleet owners.
Ipiranga also sells diesel, lubricants, fuel oil and kerosene to 281293 independent TRRs that redistribute these products to small andmedium-sized companies throughout Brazil. Ipiranga’s TRR clients consist mostly of companies that have large fixed tanks at their facilities. These clients represented 7% of Ipiranga’s sales volume in 2015.2017.
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The relationship between Ipiranga and its clients is generally governed by exclusive supply contracts with terms ranging from 1 to 10 years. The types of contracts change according to the distribution channel. For service stations, contracts usually have longer terms (5 to 10 years) and may provide for the installation of pumps and tanks on the client’s premises and for the offering of financing and bonuses. Supply to large consumers and TRRs is rarely made under contracts. When contracts are entered into with these clients, the terms range from 1 to 3 years.
The table below shows Ipiranga’s sales of fuels by product:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
| (in thousand cubic meters) | 2017 | 2016 | 2015 | |||||||||||||||||||||
| 2015 | 2014 | 2013 | (in thousand cubic meters) | |||||||||||||||||||||
Diesel (by client category) | ||||||||||||||||||||||||
Service station | 6,982.9 | 7,226.2 | 7,003.5 | 6,322.0 | 6,330.0 | 6,983.0 | ||||||||||||||||||
Large consumers | 4,379.5 | 4,386.0 | 4,619.1 | 3,897.8 | 4,065.9 | 4,379.5 | ||||||||||||||||||
Retail—wholesale resellers (TRR) | 1,733.8 | 1,696.4 | 1,709.7 | 1,523.6 | 1,536.3 | 1,733.8 | ||||||||||||||||||
Total Diesel | 13,096.2 | 13,308.6 | 13,332.3 | |||||||||||||||||||||
Total diesel | 11,743.4 | 11,932.2 | 13,096.2 | |||||||||||||||||||||
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Gasoline | 8,554.4 | 9,204.1 | 8,580.9 | 8,791.6 | 8,493.3 | 8,554.4 | ||||||||||||||||||
Ethanol | 3,444.8 | 2,478.5 | 2,194.6 | 2,321.6 | 2,453.8 | 3,444.8 | ||||||||||||||||||
Others(1) | 629.5 | 622.3 | 650.1 | 601.9 | 627.5 | 629.5 | ||||||||||||||||||
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Total volume sold | 25,724.8 | 25,613.5 | 24,757.9 | 23,458.5 | 23,506.9 | 25,724.8 | ||||||||||||||||||
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| (1) | Includes NGV, fuel oil, kerosene, |
Distribution infrastructure. Ipiranga operated through 9184 storage terminals as of December 31, 20152017 that were strategically located to facilitate fast and economic delivery of its products. There are two types of facilities: primary storage terminals, generally located near the coast and major cities, which are supplied by refineries through pipelines, and secondary storage terminals, which are mainly located inland, and are supplied by primary terminals by railroad or through road transportation for locations not accessible by railroad. Ethanol is supplied to the terminals by road.
Ipiranga has its own fleet of trucks through its transportation company, Tropical, which was responsible for transportation of 28%27% of the volume of fuels sold by Ipiranga in 2015,2017, with the remaining portion of the transportation provided by third parties.
Resellers.Ipiranga generally enters into three types of arrangements with resellers in which: (i) it owns land, equipment and buildings for a service station that it leases to an operator, (ii) a third party owns land, and leases it to Ipiranga and it constructs a service station facility or make improvements to an existing facility and leases the station to an operator and (iii) the operator or a third party owns the land and constructs a service station facility or makes improvements to an existing facility that is typically financed by Ipiranga. Under the terms of the contracts and in accordance with applicable law, each reseller operating under Ipiranga’s brand must purchase fuels exclusively from us. For the year ended December 31, 2015, 75%2017, 76% of Ipiranga’s volume sold was through resellers.
Ipiranga has created incentive programs over the years in order to strengthen brand loyalty and its relationship with its reseller network, as well as to differentiate itself from its competitors. These incentive programs include annual rewards to its resellers with international trips through the relationship programClube do Milhão (Million Club), upon the accomplishment ofpre-established goals.
Ipiranga also establishes relationship programs with resellers’ employees, such asClube Vip (VIP Club), to encourage the sale of added-value products and services, including credit cards, such asCartão Ipiranga (Ipiranga private label credit card),Cartão Ipiranga Carbono Zero (Ipiranga Zero Carbon Card), premium gasoline and lubricants. Training programs are provided to these employees focusing on developing their knowledge about the business and their capacity for selling products and services.
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In 2009, Ipiranga createdKm de Vantagens, a pioneer customer loyalty program in the fuel industry that provides awards and benefits to customers and resellers. Ipiranga developed strategic partnerships to broaden the scope of the program and the benefits for its clients and resellers, including partnerships in areas of entertainment, tourism, magazines and airline tickets, among others. By the end of 2015,2017,Km de Vantagens, the largest loyalty program in Brazil, had more than 2126 million clients registered. Each year, Ipiranga seeks new initiatives to add further value to the program, maintain current participants and increase the number of new participants.
In 2010, through its am/pm convenience stores, the largest convenience store network in Brazil, Ipiranga began launching initiatives to increase product offerings through the launch of private label products, including energy drinks and snacks, and the expansion of the am/pm bakeries, providing to resellers an additional source of income, as well as strengthening the am/pm brand. In 2014, Ipiranga launched a new beer purchase experience through its Beer Cave, which is a refrigerated container that stores more than 100 brands of beer. Ipiranga ended 20152017 with 1,9102,415 am/pm stores, 521863 bakeries and 237491 Beer Caves. In 2017, Ipiranga further strengthened the products offered at its am/pm stores with the launch of Wine Cave. In anair-conditioned wine cellar, customers can find a wide variety of wines, from 60 to 80 different labels, at the right temperature. As of December 31, 2017, there were four Wine Cave units installed in the states of Minas Gerais, São Paulo and Rio de Janeiro.
In November 2012, Ipiranga launched ConectCar. See “Item 4.A. Information on the Company — History and Development of the Company” and “Item 4.B. Information on the Company — Business Overview — Our Strategy — Enhance retail network.”
The Jet Oil units, Ipiranga’s lubricant-changing and automotive service specialized network, ended 20152017 with 1,4661,735 franchises, including 251247 Jet Oil Motos, the first specialized lubricant-changing and service network for motorcycles.
In 2014, we entered into partnerships with Shoptime, the first Brazilian home shopping television channel, which also operates via the Internet and catalog. The customers are offered more than 100 thousand products, from home care to electronics.
In order to strengthen the am/pm convenience stores’ product offering and operations, Ipiranga launched in 2014 its own supply solution. Theam/pm Suprimentos concentrates logistics, sales and customer service of the convenience stores main products in just one structure. This initiative aims to streamline the am/pm’spm convenience storestore’s operation, increase the competitiveness of franchisees and ensure higher quality product range. At the end of 2015,2017,am/pm Suprimentos supplied the stores ofoperated four distribution centers located in Rio de Janeiro, Espírito Santo, São Paulo, Paraná and Santa CatarinaRio Grande do Sul states, which supplied the stores in those states with the main categories of products, except for tobacco and ice cream.
In 2015, Ipiranga presented in São Paulo new configurations of the am/pm store concept, as previously described. The new am/pm store models increase the options for complementary revenues to resellers.
In 2016, Ipiranga developed and launched on the marketAbastece Aí (Portuguese for Fill Up Here), an initiative that seeks to maximize advantages from the integration of platforms for offering even greater convenience and benefits to customers. Through theAbastece Aí mobile phone app, the customer can obtain discounts andpre-program a refueling option, which is recognized by the Ipiranga service station attendant through a number automatically generated by the app. Through the app, the customer also chooses the rewards he/she prefers to receive and finalizes the refueling process by using a uniqueKm de Vantagenspassword in a safe payment method.
These strategic differentiation initiatives implemented by Ipiranga resulted in a better value proposition for customers and resellers, generating benefits for the whole chain – the consumer gets access to differentiated products, the reseller earns higher revenues, and the service station obtains a differentiated positioning, thus contributing for an increase in the company’s income.
In line with this strategy, Ipiranga created the marketing campaign “Ipiranga: um lugar completo esperando por você” (“Ipiranga:(Portuguese for “Ipiranga: a complete place waiting for you”). The concept consists of creating a place where customers can find a broader range of products and services to meet their consumption needs. This concept is stimulated on Ipiranga’s communications, especially its TV ads, which includes the catchphrase “Pergunta lá no Posto Ipiranga” (“Ask(Portuguese for “Ask there at the Ipiranga service station”), commonly used by many Brazilians in other contexts than purchasing fuels.
Since 2013, Ipiranga is a signatory of the UN Global Compact, an initiative sponsored by the United Nations formed by companies, institutions and the society. Its main goal is to mobilize the international business community to adopt internationally accepted business practices in the areas of human rights, labor relations, environment and anti-corruption intended to promote sustainable growth and civic awareness. Ipiranga annually publishes a Communication of Progress – COP – showing projects and actions taken during the year to comply with the UN Global Compact.
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Supply of fuels. Currently, Ipiranga and its competitors purchase all or nearly all the majority ofoil-derivative fuels from Petrobras under a formal supply contract that establishes the volume and the terms for supply. The contract with Petrobras is renewed annually and the volume contracted for is based on the volume purchased in the previous year. The procedures for ordering and purchasing fuels from Petrobras are generally common to all distributors, including Ipiranga. There have been no significant interruptions in the supply of fuels by Petrobras to the distributors, with the exception of an interruption in 1995 due to a15-day strike by Petrobras employees.
The ethanol fuel market in Brazil consists of nearly 400 distilleries,365 sugarcane mills, producing sugar and ethanol from sugarcane. Ethanol production occurs approximately eight months per year. A portion of the production is stored in the distilleries to meet demand during the inter-harvest season. Distilleries produce two types of ethanol: (i) anhydrous ethanol, which must be blended with gasoline and (ii) hydrated ethanol, which is essentially used for flex fuel vehicles.
Ethanol in Brazil is substantially based on sugarcane that can either be used to produce ethanol or sugar. Since July 2017, four corn-based ethanol plants have been operating in the Midwest region of Brazil. From an ethanol producer’s perspective, the production ratio between ethanol and sugar is determined based on the respective prices of ethanol in the Brazilian market and of sugar in the international markets, such choice being fundamental for leveraging the profitability of their plant. Although ethanol production is subject to favorable climate conditions, the risk of interruptions in supply is primarily confined to the end of the harvest.
Storage of fuels. Ipiranga stores its fuels in large tanks at each of its facilities located throughout the regions in which it operates. Primary facilities receive fuels directly from Petrobras by pipeline and from distilleries by railroad and road transportation and secondary facilities are supplied by railroad and truck. See “Item 4.D. Information on the Company — Property, Plant and Equipment.” In 2015,2017, Ipiranga’s storage capacity was 576,211806,734 cubic meters. Based on its 20152017 average sales, Ipiranga can store approximately eighteleven days of fuel supply, in line with the average stock period of the fuel distribution industry.supply. Accordingly, an interruption in the production ofoil-based fuels for longer than that time period could result in shortages, such as the one that occurred during the Petrobras strike in 1995.
Competition. Ipiranga’s main competitors in 20152017 were:
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The following table sets forth the market share of Ipiranga and its competitors based on volume of gasoline, ethanol and diesel sold according to ANP data:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
Distributor(1) | 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | ||||||||||||||||||
Petrobras | 31.3 | % | 32.8 | % | 33.3 | % | 26.8% | 28.2% | 31.3% | |||||||||||||||
Ipiranga | 21.6 | % | 21.3 | % | 21.8 | % | 20.3% | 20.4% | 21.6% | |||||||||||||||
Raízen | 19.3 | % | 18.8 | % | 18.2 | % | 20.6% | 19.9% | 19.3% | |||||||||||||||
Alesat | 3.7 | % | 4.1 | % | 4.1 | % | — | 3.8% | 3.7% | |||||||||||||||
Others | 24.1 | % | 23.0 | % | 22.7 | % | 32.3% | 27.6% | 24.1% | |||||||||||||||
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Total cubic meters | 100.0 | % | 100.0 | % | 100.0 | % | 100.0% | 100.0% | 100.0% | |||||||||||||||
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| (1) | Volume sold of gasoline, ethanol and diesel. |
| (2) | No data is available in 2017 because Alesat dissociated with Plural. |
The retail market for gasoline, diesel and ethanol in Brazil is highly competitive, with similar products and relatively low margins. Therefore, our strategy is to differentiate ourselves in the market by offering value-added services to complement our main products, with the goal of becoming the preferred choice of customers. For more information on Ipiranga’s strategy see “Item 4.B. Information on the Company — Business Overview — Our Strategy — Enhance retail network.”
The following graphs show sales volumes for the Brazilian market and Ipiranga for the periods indicated:
| (1) | Diesel, gasoline, ethanol (Source: ANP and |
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Quality. In 1998, Ipiranga’s terminal in Londrina (PR), received the first ISO 14001 (Environmental Management System) certificate for a fuel distribution terminal in Latin America. In the same year, Ipiranga’s lubricant factory located in Rio de Janeiro obtained an ISO 9001 (Quality Management System). One year later, Ipiranga’s Betim terminal obtained ISO 9001 and ISO 14001 certifications and in 2008 the OHSAS 18001 (Safety and Occupational Health Management System) certificate. These certifications are reaffirmed every three years. Furthermore, since 2002, Ipiranga has adopted its own environmental management system through a program named SIGA, which applies what we believe to be the highest international standards to its policies and practices. Initially focused only on environmental initiatives, in 2009 the program expanded its scope to include areas such as safety, health, quality and social responsibility, in order to align the operations of its terminals to a broader vision of sustainability, becoming SIGA+ (Ipiranga’s management system applied to health, safety, environment, quality and social responsibility). The program included audits in 2010 to verify the results of its implementation and to identify areas of improvement. Since then, SIGA+ grew from 23 operational units audited in 2010 to 5456 in 2015,2017, including some offices and all owned storage terminals and joint operated terminals.
Petrochemicals and Chemicals
Industry and Regulatory Overview
The petrochemical industry transforms crude oil or natural gas into widely used consumer and industrial goods. The Brazilian petrochemical industry is generally divided in three sectors, depending on the stage of transformation of the petrochemical raw materials. The companies that operate in these different stages are known as first, second and third generation companies.
First generation companies. Brazil’s first generation companies, which are referred to as “crackers”, break down or “crack” naphtha (aby-product of the oil refining process), their principal feedstocks,feedstock, into basic petrochemicals. In Brazil, the crackers supply their naphtha requirements from Petrobras and through imports. Currently, Petrobras is the major Brazilian producer of naphtha. The basic petrochemicals produced by the crackers include olefins, primarily ethylene, propylene and butadiene, and aromatics, such as benzene, toluene and xylenes. Braskem has three naphtha-cracker plants, located in Camaçari, in Triunfo and in Mauá. Brazil’s naphtha cracker units sell these basic petrochemicals to second generation companies. The basic petrochemicals, which are in the form of either gases or liquids, are transported to the second generation companies through pipelines for further processing. This sector passed through a restructuring process, with the emergence of Braskem as the main player and Petrobras as a relevant minority shareholder.
Second generation companies. Second generation companies process the basic petrochemicals produced by the crackers to obtain intermediate petrochemicals, such as:
In 2015, there were about 50 second generation companies operating in Brazil, including Oxiteno. The intermediate petrochemicals are produced in solid form (as plastic pellets or powders) and in liquid form and are transported through roads, railroads or by ship to third generation companies.
Third generation companies. Third generation companies, known as transformers, purchase the intermediate petrochemicals from the second generation companies and transform them into final products, including:
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Third generation companies produce a variety of consumer and industrial goods, including containers and packaging materials, such as bags, film and bottles, textiles, detergents and paints as well as automobile parts, toys and consumer electronic goods. There are over 11,500 third generation companies operating in Brazil.
Petrochemical complexes. The production of first and second generation petrochemicals in Brazil centers around three complexes: the northeast complex, the São Paulo petrochemical complex and the southern petrochemical complex. Each complex has a single first generation producer or cracker and several second generation companies.
The northeast complex, located in the municipality of Camaçari in the state of Bahia, began operations in 1978. It consists of approximately 15 second generation companies, including Oxiteno, situated around Braskem. Braskem currently has an ethylene production capacity of 1.31.28 million tons per annum.
The São Paulo complex, located in the municipality of Santo André and Mauá in the state of São Paulo, was created in 1972 and is the oldest petrochemical complex in Brazil. Braskem supplies first generation petrochemicals to 25 second generation companies including Oxiteno. Braskem has an ethylene production capacity of 700 thousand tons per annum.
The southern complex, located in the municipality of Triunfo in the state of Rio Grande do Sul, is based around the raw materials cracker, Braskem, and includes six second generation companies.Braskem. Braskem’s plant in Triunfo has an ethylene production capacity of 1.51.25 million tons per annum. Oxiteno does not purchase ethylene from Braskem in Triunfo, but purchases C4, a raw material used in the production of Methyl-ethyl-ketone or MEK.(MEK).
In December 2005, Rio Polímeros S.A. (“RioPol”), a subsidiary of Braskem located in the state of Rio de Janeiro, started operations of its ethylene production plant based on natural gas. RioPol has an ethylene production capacity of 520 thousand tons per year. All of RioPol’s ethylene production is used in its own polyethylene production.
Role of Petrobras. Naphtha is the raw material used in Brazil for the production of basic petrochemicals such as ethylene and propylene. Petrobras is still the most important naphtha supplier in Brazil, even though its legal monopoly ended in August 2000. See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Industry and Regulatory Overview” for a discussion of the termination of the Petrobras monopoly.
Environmental, health and safety standards. Petrochemical companies are subject to Brazilian federal, state and local laws and regulations governing the protection of the environment. At the federal level, the main regulators are CONAMA and the Ministry of Labor.
In accordance with environmental laws and regulations, petrochemical companies are required to obtain licenses for their manufacturing facilities from competent environmental authorities, which may also regulate their operations by prescribing specific environmental standards in their operating licenses. PetrochemicalIn order to obtain and maintain valid such licenses, petrochemical companies must satisfy regulatory authorities that the operation, maintenance, and reclaiming of facilities comply with regulations and do not cause damage to the environment.
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Environmental regulations apply particularly to the discharge, handling and disposal of gaseous, liquid and solid products andby-products from manufacturing activities. RulesTechnical rules issued by CONAMA and by state authorities also prescribe preventive measures relating to environmental pollution and waste treatment requirements. In addition, the transportation, storage and supply of products are subject to specific standards designed to prevent spills, leakages and other accidents.
Historically, environmental regulations have imposed increasingly stricter standards, higher fines, and greater exposure to liability and increased operating costs and capital expenditures. In addition, civil, administrative and criminal sanctions, including fines and the revocation of licenses may apply to violations of environmental regulations. Under applicablethe Brazilian environmental law, Oxiteno iscompanies are strictly and jointly liable for environmental damages.
Petrochemical companies are also subject to federal, state and local laws and regulations that establish occupational health and safety standards. In accordance with such laws and regulations, these companies are also required to report on their occupational, health and safety records on a yearly basis to the local office of the Ministry of Labor in each of the states in which they operate. They are also subject to all federal, state and local government regulation and supervision generally applicable to companies doing business in Brazil, including labor laws, social security laws, public health, consumer protection, securities laws and antitrust laws.
Due to the use of controlled products, petrochemical companies are also subject to regulation and surveillance by the Army and Civil and Police Forces. In accordance with the applicable laws and regulations, they shall obtain from governmental authorities permits, licenses and certificates to use controlled substances in their activities. Decree No. 3,665, dated November 20, 2000, regulates the Brazilian Army control over explosive substances and/or substances that could be used to prepare explosives and establishes that those that manufacture, store or sell such substances are required to obtain a registration certificate, which must be periodically renewed. Law No. 10,357, dated December 27, 2001, sets forth that those that manufacture, store, handle, use and distribute chemical substances that could be employed in the manufacture of narcotics or psychotropic substances are subject to control by the Federal Police Department and shall obtain the required certificates, which must be periodically renewed. The sanctions that can be imposed in case of noncompliance with the applicable regulations concerning controlled substances include warnings, fines,pre-interdiction fines, interdiction, apprehension of products, suspension, cancellation or forfeiture of the corresponding certificates and licenses.
Oxiteno
We operate in the chemical sector through the second generation company, Oxiteno, a wholly owned subsidiary of Ultrapar and major producer of specialty chemicals. Oxiteno is the only producer of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers and methyl-ethyl-ketone in Brazil, as well as the only producer of fatty alcohol in Latin America. Besides a plant in Venezuela, Oxiteno is the only ethylene oxide producer in South America. Its products are used in a broad range of industrial sectors, such as cosmetics, detergents, crop protection chemicals, polyester, packaging, coatings and oil industry. During the year ended December 31, 2015,2017, Oxiteno sold 725790 thousand tons of chemical and petrochemical products.
Oxiteno’s strategic focus is to provide a broad coverage of the ethylene oxide and derivatives, maintaining a leading position in these markets that strengthens its market positioning in Brazil. We intend to maintain Oxiteno’s production capacity ahead of demand in Brazil. Oxiteno’s strategy is to increase its specialty chemical production capacity and its geographic reach.
Products and markets. Although a portion of Oxiteno’s products could be classified as either a commodity or a specialty chemical depending on the use of each product by our customer, for ease of understanding, Oxiteno’s products are here divided into two principal groups: (i) commodity chemicals, which are generally higher-volume products, with standard specifications, and (ii) specialty chemicals, which tend to be lower-volume products sold on the basis of chemical features and suitability to meet a particularend-use requirement. Oxiteno’s principal commodity chemicals are ethylene oxide and ethylene glycol. Oxiteno’s principal specialty chemicals include a wide variety of products that are used as surfactants, softeners, dispersants, emulsifiers and hydraulic fluids.
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The following chart outlines the principal raw materials used by Oxiteno and their intermediate and final products.
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Specialty chemicals. The following table sets forth Oxiteno’s principal specialty chemical products and their principal uses and markets.
Major Markets | Specialty Chemicals | Examples of uses and effects | ||
Detergents | Alkylbenzene sulfonic acids, alkylsulfates, alkyl ether sulfates, ethoxylated alkylphenols, ethoxylated fatty alcohols, polyethyleneglycols, alkanolamides, betaines, sulphosuccinates, block copolymers EO/PO | Used in detergents, the specialty | ||
Cosmetics | Alkylsulfates, alkyl ether sulfates, betaines, ethoxylated fatty alcohols, polyethyleneglycols, alkanolamides, ethoxylated sorbitan esters, sorbitan fatty esters | Used in cosmetics as moisturizers, | ||
Crop protection chemicals | Ethoxylated fatty amines, ethoxylated alkylphenols, alkyl ether sulfates, blends, naphthalene sulfonate, ethoxylated vegetable oil, copolymers EO/PO | Used as part of the composition of crop | ||
Foods | Sorbitan fatty esters, ethoxylated sorbitan esters, emulsifiers, stabilizers, dispersants | Principally used as additives for breads | ||
Textiles | Ethoxylated alkylphenols, ethoxylated fatty alcohols, ethoxylated vegetable oils, ethoxylated fatty amines, antistatic agents, lubricants, softeners, emulsifiers, antifoamers, mercerizing additives, humectants, low foam detergents | Used in the processing of textiles, | ||
Hydraulic fluids | Ethylene glycol ethers, ethylene glycols, corrosion inhibitors | Used directly as hydraulic fluids in | ||
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Oil field chemicals | Additives, emulsion breaker, mutual solvent, surfactant, antifouling, glycols, ethanolamines and dispersants | Chemical inputs applied in all stages of | ||
Coatings | Acetates, alcohols, glycols ethers, glycols, ketones, alkyl ether sulfates, ethoxylated alkylphenols, ethoxylated fatty alcohols, block copolymers EO/PO | Solvents and surfactants are used in the preparation of paints and coatings, adhesives and inks. Solvents serve multiple functions in solvent borne paints and coatings: solubilization of the resin or polymer forming the continuous coating phase, pigment wetting and viscosity reduction to facilitate the application of the coating. Surfactants are used in emulsion polymerization and also as additive: thickeners, antifoaming agents, additives used to control rheological properties and others. | ||
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Commodity products. The following are Oxiteno’s principal commodity products and their principal uses and markets:
Ethylene oxide. Ethylene oxide is a colorless and highly flammable gas at room temperature and atmospheric pressure. Ethylene oxide is produced in a continuous production process by gaseous phase catalytic partial oxidation of ethylene by oxygen at high temperature and pressure. In 2015,2017, Oxiteno used 98%99% of its ethylene oxide production in the production of derivatives and sold the remaining 2%1% to other chemical companies.
Ethylene glycols. The principal ethylene glycol produced by Oxiteno is mono-ethylene glycol, known as MEG. Oxiteno also producesdi- andtri-ethylene glycol. Mono-ethylene glycol is a clear,non-flammable,non-volatile liquid at room temperature and atmospheric pressure. Ethylene glycols are produced in a continuous process from an ethylene oxide solution and principally sold to chemical companies for the manufacture of polyester fibers and polyethylene terephthalate, known as PET, with the remainder sold for use in the production of antifreeze, brake fluids, solvent and other chemicals.
Domestic sales. The Brazilian petrochemicals industry seeks to prioritize demand from the domestic market, where there is greater value added, although sales are also made to the overseas market. While Oxiteno sells the larger part of its commodities and specialty chemicals in Brazil, production capacity exceeds domestic market demand, with Oxiteno exporting surplus production to more than 4050 countries in Asia, Latin America, Europe, Africa and North America.Oceania. Oxiteno maintains production capacity above local demand for strategic reasons. For the years ended December 31, 2017, 2016 and 2015, 2014 and 2013, 33%29%, 29% and 31%33% of Oxiteno’s net revenue from sales and services, respectively, were from sales outside Brazil. For the years ended December 31, 2017, 2016 and 2015, 201429%, 28% and 2013, 28%, 29% and 30% of Oxiteno’s sales volume, respectively, were from sales outside Brazil.
The following table shows Oxiteno’s domestic market sales volume by market segment for the period indicated:
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||
Market sector | 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | ||||||||||||||||||
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Polyester | 103.3 | 101.9 | 84.0 | 139.3 | 117.7 | 103.4 | ||||||||||||||||||
Cosmetics and detergents | 123.1 | 121.5 | 115.4 | 109.8 | 111.6 | 123.0 | ||||||||||||||||||
Crop protection | 91.2 | 98.4 | 104.6 | 99.9 | 97.9 | 91.2 | ||||||||||||||||||
Distributors | 53.5 | 56.7 | 58.8 | 55.6 | 51.6 | 53.5 | ||||||||||||||||||
Coatings | 45.2 | 54.6 | 54.7 | 46.6 | 44.6 | 45.2 | ||||||||||||||||||
EO / DOT (brake fluids) | 33.0 | 38.1 | 38.7 | 37.4 | 32.8 | 33.0 | ||||||||||||||||||
Performance Products(1) | 26.1 | 28.6 | 27.7 | 26.9 | 27.2 | 26.1 | ||||||||||||||||||
Glycols | 19.6 | 19.8 | 24.2 | 22.3 | 19.7 | 19.6 | ||||||||||||||||||
Oil and Gas | 20.1 | 30.2 | 28.5 | 26.1 | 20.3 | 20.1 | ||||||||||||||||||
Others(2) | 6.7 | 7.7 | 8.8 | 6.6 | 6.1 | 6.7 | ||||||||||||||||||
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Total Brazilian market | 521.8 | 557.3 | 545.5 | 570.5 | 529.4 | 521.8 | ||||||||||||||||||
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| (1) | Includes food, civil construction, textiles, leather and paper. |
| (2) | Includes mineral oils and polymers. |
Many of Oxiteno’s commodity product prices in the Brazilian market are set by reference to international contract prices in U.S. dollars, although the prices are denominated inReais. For specialty products, sales are individually negotiated and sometimes made pursuant to contracts. Specialty chemicals are designed to meet specific customer needs and are less exposed to replacement by imported products. Accordingly, specialty chemicals have a higher value added and Oxiteno has more flexibility in pricing for these products.
Sales outside Brazil. Oxiteno’s export sales are made mainly to customers in the Mercosur, Far East, Europe and NAFTA. In Europe, Oxiteno exports its products mainly to the Netherlands, Germany, Italy, Belgium and Spain. In the Far East, Oxiteno exports its products mainly to China, Taiwan, Japan and South Korea.
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The following table sets forth Oxiteno’s sales by volume for each geographic market served by Oxiteno in the periods indicated:
| Year Ended December 31, | Year Ended December 31, | |||||||||||||||||||||||||||||||||||||||||||||||
Breakdown of sales volume outside Brazil | 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | ||||||||||||||||||||||||||||||||||||||||||
| (in thousand metric tons and percentage of the total) | (in thousand metric tons and percentage of the total) | |||||||||||||||||||||||||||||||||||||||||||||||
From Oxiteno Brazil | ||||||||||||||||||||||||||||||||||||||||||||||||
Mercosur (not including Brazil) | 40.7 | 19% | 43.4 | 18% | 42.1 | 17% | 48.0 | 22% | 43.6 | 21% | 40.7 | 20% | ||||||||||||||||||||||||||||||||||||
NAFTA | 11.0 | 5% | 13.2 | 5% | 22.3 | 9% | 24.9 | 11% | 12.4 | 6% | 11.2 | 5% | ||||||||||||||||||||||||||||||||||||
Asia | 16.8 | 8% | 19.8 | 8% | 18.7 | 8% | 20.2 | 9% | 19.1 | 9% | 16.8 | 8% | ||||||||||||||||||||||||||||||||||||
Europe | 12.2 | 6% | 13.7 | 6% | 13.4 | 6% | 15.9 | 7% | 17.2 | 8% | 12.2 | 6% | ||||||||||||||||||||||||||||||||||||
Other | 17.1 | 7% | 14.6 | 7% | 16.6 | 7% | 17.8 | 8% | 19.9 | 10% | 17.0 | 8% | ||||||||||||||||||||||||||||||||||||
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Sub-Total | 97.8 | 46% | 104.6 | 43% | 113.1 | 46% | 126.9 | 58% | 112.2 | 54% | 97.8 | 48% | ||||||||||||||||||||||||||||||||||||
From Oxiteno Mexico | ||||||||||||||||||||||||||||||||||||||||||||||||
Mexico | 41.2 | 19% | 34.9 | 14% | 37.6 | 15% | 41.6 | 19% | 38.3 | 18% | 41.2 | 20% | ||||||||||||||||||||||||||||||||||||
USA | 10.5 | 5% | 15.9 | 7% | 14.0 | 6% | 15.9 | 7% | 13.7 | 7% | 10.5 | 7% | ||||||||||||||||||||||||||||||||||||
Other | 6.4 | 3% | 9.9 | 4% | 7.3 | 3% | 5.4 | 2% | 6.7 | 3% | 7.8 | 4% | ||||||||||||||||||||||||||||||||||||
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Sub-Total | 58.0 | 27% | 60.7 | 27% | 58.9 | 24% | 62.9 | 29% | 58.7 | 28% | 64.0 | 31% | ||||||||||||||||||||||||||||||||||||
From Oxiteno Andina | ||||||||||||||||||||||||||||||||||||||||||||||||
Venezuela | 6.0 | 3% | 8.0 | 3% | 17.3 | 7% | 1.5 | 1% | 2.1 | 1% | 6.0 | 3% | ||||||||||||||||||||||||||||||||||||
Other | 2.9 | 1% | 0.7 | 0% | 0.3 | 0% | 3.2 | 1% | 4.2 | 2% | 4.5 | 2% | ||||||||||||||||||||||||||||||||||||
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Sub-Total | 8.8 | 4% | 8.7 | 4% | 17.6 | 7% | 4.7 | 2% | 6.3 | 3% | 10.4 | 5% | ||||||||||||||||||||||||||||||||||||
From Oxiteno Uruguay | ||||||||||||||||||||||||||||||||||||||||||||||||
Brazil | 14.0 | 7% | 24.4 | 12% | 23.6 | 3% | 17.9 | 8% | 16.8 | 8% | 19.6 | 10% | ||||||||||||||||||||||||||||||||||||
Uruguay | 9.6 | 5% | 11.6 | 5% | 13.7 | 6% | 11.9 | 5% | 11.4 | 5% | 9.6 | 5% | ||||||||||||||||||||||||||||||||||||
USA | 0.7 | 0% | 0.7 | 0% | 1.1 | 0% | 0.7 | 0% | 0.7 | 0% | 0.7 | 0% | ||||||||||||||||||||||||||||||||||||
Other | 15.1 | 7% | 15.3 | 8% | 12.0 | 5% | 20.2 | 9% | 20.4 | 10% | 15.2 | 7% | ||||||||||||||||||||||||||||||||||||
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Sub-Total | 39.5 | 19% | 52.0 | 24% | 50.4 | 22% | 50.7 | 23% | 49.3 | 24% | 45.1 | 22% | ||||||||||||||||||||||||||||||||||||
From Oxiteno USA | ||||||||||||||||||||||||||||||||||||||||||||||||
USA | 7.4 | 3% | 5.6 | 3% | 3.7 | 2% | 23.0 | 10% | 13.2 | 6% | 7.4 | 4% | ||||||||||||||||||||||||||||||||||||
Sub-Total | 7.6 | 4% | 6.0 | 3% | 3.7 | 2% | 25.7 | 12% | 16.0 | 8% | 9.5 | 5% | ||||||||||||||||||||||||||||||||||||
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Total | 211.8 | 100% | 232.1 | 100% | 230.1 | 100% | 219.7 | 100% | 208.7 | 100% | 203.3 | 100% | ||||||||||||||||||||||||||||||||||||
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| (1) | Does not include intercompany sales volume. |
Oxiteno exports a wide variety of chemical products including glycols, MEK, ethoxylated alkylphenols, glycol ether acetates, glycol ethers, ethanolamines and surfactants.
Since 2003, Oxiteno has focused on expanding its presence in Americas, and on increasing its specialty chemicals sales, creating a closer relationship with its customers. As a first step, in December 2003 Oxiteno acquired Canamex — a Mexican specialty chemicals company (renamed Oxiteno Mexico). In April 2007, Oxiteno acquired the operating assets of Unión Química SA de CV, in San Juan del Río, Mexico. For the year ended December 31, 2015,2017, Oxiteno Mexico’s sales volume totaled 58,03144,977 tons, which represented a 4% decreaseddecrease compared to the year ended December 31, 2014.2016. See “Item 4.A. Information on the Company — History and Development of the Company.”
In September 2007, Oxiteno acquired 100% of the shares of Arch Andina in Santa Rita, Venezuela (renamed Oxiteno Andina). For the year ended December 31, 2015,2017, Oxiteno Andina’s sales volume totaled 8,8492,930 tons, representing an increasea decrease of 1%32% compared to the year ended December 31, 2014.2016. See “Item 4.A. Information on the Company — History and Development of the Company.”
In April 2012, Oxiteno acquired a specialty chemicals plant in Pasadena, Texas. For the year, ended December 31, 2015,2017, sales volume from the plant totaled 7,64723,641 tons, representing an increase of 27%73% compared to the year ended December 31, 2014.2016. See “Item 4.A. Information on the Company — History and Development of the Company.”
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In November 2012, Oxiteno acquired of 100% of the shares of American Chemical (renamed Oxiteno Uruguay), a Uruguayan specialty chemicals company. For the year ended December 31, 2015,2017, Oxiteno Uruguay’s sales volume totaled 39,47347,121 tons, which represented a 24% decrease3% increase compared to the year ended December 31, 2014, due to the decision to discontinue a line of products for the leather market.2016. See “Item 4.A. Information on the Company — History and Development of the Company.”
As part of our strategy to grow outside of Brazil, we opened commercial offices in Argentina in 2006, in Belgium in 2008, in Colombia in 2011 and in China in 2012.
In November 2015, Oxiteno announced the approval of investments to build an ethoxylation plant in the U.S. See “Item 4.A. Information on the Company — History and Development of the Company — Investments.”
In most cases, Oxiteno’s sales prices for its commodity chemicals in the export markets are based on international prices. International spot prices are established by reference to published data regarding the price at which industry participants have sold the relevant product. In general, Oxiteno’s operating margins on products manufactured in Brazil and sold in the international market are lower than operating margins for similar products sold in the domestic market. Nevertheless, Oxiteno deems it important to maintain a presence in international markets and is focused on expanding its presence in other specialty chemicals markets by opening international commercial offices. Oxiteno intends to shift sales to the domestic market as local demand for its products increases, but will continue to export and will maintain its presence in the international market.
CustomersCustomers.. Oxiteno’s most important customers for its commodity chemicals are chemical companies, surface coating producers and polyester producers. In turn, the customers for specialty chemicals constitute a variety of industrial and commercial enterprises including brake fluid distributors, agrochemical producers, manufacturers of food additives and manufacturers of detergents and cosmetics. Oxiteno believes that by distributing itsspecialty chemical products to a variety of markets, it is thereby able to protect itself, to a certain extent, from the effects of a decrease in economic activity in any particular market.
In 2015,2017, Oxiteno’s main customers in the domestic market included Monsanto, which mainly purchases ethanolamines, Syngenta, Indústrias Gessy Lever Ltda. (Unilever), which mainly purchase surfactants and MEGlobal, which mainly purchases glycols. In the international market, Oxiteno sells both to industrial customers, including Unilever, Procter&Gamble and Syngenta, as well as trading companies and other third-party distributors. In 2015,2017, Oxiteno’s ten largest customers accounted for 32%36% of its net revenue from sales and services. No single customer accounted for more than 6%7% of Oxiteno’s net sales in such year.
Competition. Oxiteno competes in the Brazilian market largely with imported products. Since 1990, it has had to operate in an increasingly competitive environment due to imports from international and transnational petrochemical industries. As imported products are mostly commodity chemicals, competition is based principally on price. Importers incur additional costs when selling their products in the Brazilian market, due to import tariffs, which generally range between 12% and 14%, and additional freight charges. However, factors such as product quality, timely delivery, reliability of supply and technical service and support are also important competitive factors. Because it is a local producer, Oxiteno believes it has a particular competitive advantage over imports with regard to timely delivery and reliability of supply.
In the case of specialty chemicals, pricing is a less decisive competitive factor than with true commodity chemicals, while conformity with specifications, product performance and reliability of service are comparatively more important. Access to technology, technical assistance and research and development are important factors with regard to conformity to specifications and product performance, especially in the development of new products to meet customers’ needs. Oxiteno’s strategy involves ensuring access to technology through its own research and development activity, licensing and joint ventures, if appropriate opportunities become available.
Oxiteno’s principalmain competitors are Shell Chemical, Dow Chemical, Clariant, BASF S.A., Solvay and Stepan.
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Research and development. Oxiteno carries on a wide range of research and development activities, principally related to the application of specialty chemicals and improvements in production processes. As of December 31, 2015, 1332017, 159 employees of Oxiteno were engaged in research and development and engineering activities. Oxiteno’s research and development expenditures in 2015, 20142017, 2016 and 20132015 were R$4153 million, R$3650 million and R$2841 million, respectively. In 2004, Oxiteno founded its own “Science and Technology Council”, with six of the world’s major specialists in surfactants as members. These specialists, with experience in the surfactants industry or in the academic environment in the US, Europe and Latin America, follow the trends and opportunities in the sector. Since 2004, the council, currently composed of five specialists, has met once a year in São Paulo to analyze Oxiteno’s research and development project portfolio, as well as the management methodology applied. Their recommendations enable Oxiteno to improve its research and development activities’ efficiency, as well as to broaden the reach of its partnerships with international entities. In addition, Oxiteno has created specific scientific councils with specialists from its main segments.
Oxiteno’s investments in research and development have resulted in the introduction of 7086 new applications for its products during the last three years. Oxiteno will continue to invest in research and development focused on developing new product applications to meet clients’ needs.
Raw materials. Oxiteno’s principal raw material is ethylene. For the year ended December 31, 2015,2017, ethylene was responsible for 30%32% of Oxiteno’s variable costs of production and 24%27% of its total cost of sales and services. Among Oxiteno’s other raw materials, the principal materials include palm kernel oil, C4, butyl alcohol, primary fatty amine and phenol. Supply of ethylene constitutes an entry barrier for new ethylene oxide producers in Brazil since the current production capacity of ethylene by Brazilian crackers is committed to existing second generation companies, including Oxiteno, and significant investments are needed for the construction of a new cracker. Additionally, ethylene’s transport and storage is complex and expensive because it must be kept at a temperature below-200 degrees Fahrenheit (-100(-100 degrees Celsius) during transportation and storage, therefore importing and exporting of ethylene is generally uneconomical. Accordingly, the naphtha crackers, such as Braskem, are largely dependent for their sales upon the second generation petrochemical companies, such as Oxiteno, located in the respective petrochemical complexes.
Ethylene supply. Ethylene is used for the production of ethylene oxide at the Camaçari plant and the Mauá plant. Braskem supplies all of Oxiteno’s ethylene requirements for the Camaçari plant and Mauá plant, through pipelines, thus minimizing the costs of delivery of ethylene and helping to ensure the reliability of supply. See “Item 4.B. Information on the Company — Business Overview — Petrochemicals and Chemicals — Industry and Regulatory Overview.”
Oxiteno has a supply agreement with Braskem, which establishes a minimum annuallyannual consumption level of ethylene, calculated quarterly, and conditions for the supply of ethylene until 2021 at the Camaçari plant. The minimum purchase commitment clause is 190205 thousand tons of ethylene and a maximum of 205220 thousand tons of ethylene per year. Should the minimum purchase commitment not be met, Oxiteno would be liable for a fine of 40% of the current ethylene price for the quantity not purchased. The minimum purchase commitment is subject to proportional reduction in the case of scheduled shutdowns in the supplier’s and/or Oxiteno’s facilities.
In addition, Oxiteno has a supply agreement with Braskem that expires in 2023 at the Mauá plant. The contract establishes and regulates the conditions for the supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. Should the minimum purchase commitment not be met, Oxiteno be liable for a fine of 30% of the current ethylene price for the quantity not purchased. The minimum purchase commitment is subject to proportional reduction in the case of scheduled shutdowns in the supplier’s and/or Oxiteno’s facilities.
Oxiteno does not maintain storage of ethylene and any unexpected interruptions in supply from the crackers would have an immediate impact on Oxiteno’s production.
First generation petrochemical companies undergo scheduled maintenance shutdowns. Oxiteno anticipates these shutdowns by building up inventory. Oxiteno also uses these planned shutdowns for regular maintenance work on its own plants or eventual substitution of catalysts or for expansion of installed capacity.
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Price of ethylene. The price of ethylene supplied by Braskem to Oxiteno for the production of goods to be sold in Brazil is linked to ethylene contract prices on internationalreferenced to the North-Western Europe (NWE) markets as from August 2006 to our plant in Camaçari and as from August 2008 to our plant in Mauá.
The following table shows the average ethylene prices referenced to the North-Western Europe (NWE) contract prices:
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| (US$/ton) | Equivalent to (R$/ton)(¹) | |||||||
2017 | ||||||||
First Quarter | 1,086 | 3,593 | ||||||
Second Quarter | 1,139 | 3,769 | ||||||
Third Quarter | 1,149 | 3,801 | ||||||
Fourth Quarter | 1,212 | 4,010 | ||||||
Maximum Price in Year | 1,249 | 4,130 | ||||||
Minimum Price in Year | 1,049 | 3,470 | ||||||
Year Average | 1,147 | 3,793 | ||||||
2016 | ||||||||
First Quarter | 926 | 3,064 | ||||||
Second Quarter | 1,024 | 3,387 | ||||||
Third Quarter | 1,039 | 3,436 | ||||||
Fourth Quarter | 1,025 | 3,391 | ||||||
Maximum Price in Year | 1,051 | 3,477 | ||||||
Minimum Price in Year | 903 | 2,986 | ||||||
Year Average | 1,004 | 3,320 | ||||||
2015 | ||||||||
First Quarter | 972 | 3,214 | ||||||
Second Quarter | 1,155 | 3,820 | ||||||
Third Quarter | 1,128 | 3,731 | ||||||
Fourth Quarter | 996 | 3,295 | ||||||
Maximum Price in Year | 1,240 | 4,100 | ||||||
Minimum Price in Year | 946 | 3,130 | ||||||
Year Average | 1,063 | 3,515 | ||||||
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| U.S. dollars have been converted intoReais using the exchange rate of US$1.00 = R$3.308, which is the commercial rate reported by the Central Bank on that date. This information is presented solely for the convenience of the reader. | |||
As naphtha is the main raw material for the production of ethylene in Brazil, fluctuations in the price of naphtha strongly influence fluctuations in the price of ethylene. Because the main determinant of the price of naphtha is the price of crude oil, the price of naphtha, and thus ethylene, is subject to fluctuations based on changes in the international oil price. The increases in the price of ethylene could affect Oxiteno’s competitiveness in the petrochemical market. See “Item 3.D. Key Information — Risk Factors — Risks Relating to Ultrapar and Its Industry.”
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In April 2013, the Brazilian government announced a reduction in the PIS and COFINS taxes levied on certain raw materials for the petrochemical industry (first and second generation), including ethylene. The PIS and COFINS paid on raw material procurement, including ethylene, was reduced to 1% from 9.25%. The lower tax rate was effective from May 2013 and iswas valid until December 2015. According to the current legislation, the level of PIS and COFINS taxes levied inon the acquisition of ethylene will gradually increase from 3%5% in 20162017 to 5.6% in 2018.
Other raw materials. For the year ended December 31, 2015,2017, other raw materials, such as palm kernel oil, C4, butyl alcohol, acetic acid, nonene, phenol, primary fatty amine, ethanol, oxygen, base oils, ammonium and other accounted for approximately 35%47% of Oxiteno’s variable costs and 28%40% of its total costs of sales and services.
Oxiteno generally obtains these other raw materials from a variety of sources, except for phenol, which Oxiteno purchases principally from a single supplier, Rhodia Poliamida Especialidades Ltda., and for C4, which is supplied by Braskem in Triunfo.
Utilities.Electric power, steam and natural gas are the main utilities required for Oxiteno’s production. Part of the electricity and steam used by Oxiteno is generated internally and part is purchased from electricity companies and third-party suppliers of steam in the regions where Oxiteno’s plants are located. Natural gas is purchased from local companies. In 2015,2017, electric power represented 3%2% of Oxiteno’s variable costs.
Income tax exemption status. Brazilian legislation provides a benefit of 75% income tax reduction for businesses located in the northeast region of Brazil, which depends of SUDENE’s formal and previous consent. Oxiteno is entitled to this tax benefit at Oxiteno Nordeste and EMCA until 2026 and Oleoquímica dueuntil 2021.
In 2017, Oxiteno Nordeste had successfully extended SUDENE’s tax benefit for an additional period of 10 years, until 2026, and EMCA also obtained an extended tax benefit in 2016 and 2021, respectively.2017, based on the modernization of the facility, for a period of 10 years. The total amount of SUDENE’s income tax exemption for Oxiteno for the years ended December 31, 20152017 and 2014 is2016 was R$7536.7 million and R$4957.4 million, respectively. For further information, see Note 9(c) to our 20152017 consolidated financial statements.
Maintenance and quality control. Oxiteno carries out a program of preventive maintenance at each of its plants and uses statistical analysis to help predict production problems. The shutdowns due to the maintenance program usually take place at the same time as the shutdowns for the change of the ethylene oxide catalyst. In the case of the ethylene oxide and ethylene glycol units at the Mauá and Camaçari plants, which have continuous production processes, maintenance is preferably scheduled for periods when the relevant cracker, which supplies ethylene to the plant, is scheduled to be shut down for maintenance. Each cracker is typically shut down for maintenance for a period of approximately 20 days every 36 to 48 months. The same happens to the Triunfo plant, which receives C4 from Braskem. In the case of the other production units at such plants and the Tremembé plants, maintenance is performed during scheduled breaks in production, and the frequency and period for maintenance vary depending on the nature of the product. Oxiteno uses its own employees for specialized maintenance and uses third-party contractors for routine maintenance. In addition, Oxiteno has a team of employees responsible for quality control that operates continuously.
Health, safety and environmental matters. Oxiteno continuously monitors its compliance with federal, state and municipal legislation applicable to its various places of operation. In accordance with applicable law, Oxiteno is strictly and jointly liable for losses and damages of an environmental nature. See “Item 4.B. Information on the Company — Business Overview — Petrochemicals and Chemicals — Industry and Regulatory Overview.”
Each of Oxiteno’s plants is licensed by the competent environmental authorities. Licenses granted are valid for a fixed period of time and then must be renewed. The other terms of the licenses vary according to the applicable legislation and to the periodic inspections performed by environmental authorities.
Waste products from Oxiteno’s industrial plants are discharged in accordance with legal requirements. Effluents are discharged and treated in Oxiteno’s own treatment centers or by petrochemical complexes where it has activities. Oxiteno seeks to reprocess solid waste products in cement furnaces. Where reprocessing is not possible, these products are mainly incinerated.
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Oxiteno’s health and safety indicators are comparable to relevant international standards and are a priority in Oxiteno’s activities and in the action plans for the upcoming years.
In addition to the legal requirements, Oxiteno voluntarily complies with other requirements, such as those related to the Responsible Care Program, issued by ABIQUIM, which sets forth international standards for environmental protection and occupational health as well as safety measures to be followed by chemical product producers.
Oxiteno developed an important project to increase the use of renewable raw materials, the oleochemical unit, which uses palm kernel oil, extracted from the palm seed, to produce fatty alcohols and itsby-products. After thestart-up of the oleochemical unit, the share of renewable raw materials in Oxiteno’s raw materials total costs reached 25% in 2015, compared with 8% in 2007.2017. In 2010, Oxiteno joined the Roundtable on Sustainable Palm Oil, an organization that works to regulate the sustainable plantation of palm, aiming to strengthen its regional leadership and its sustainability practices.
Storage services for liquid bulk
Ultracargo
Ultracargo is the largest provider of storage for liquid bulk storage in Brazil. Ultracargo’s main differentiating characteristic is the strategic location of its facilities, located close to the main Brazilian ports and rail junctions in Brazil. Ultracargo stores and handles liquid bulk, mainly chemicals, fuels and vegetable oil. Ultracargo also offers ship loading and unloading services, the operation of pipelines, logistics programming and installation engineering. Ultracargo’s ten largest clients accounted for 77%66% of its revenues in 2015,2017, with its three largest clients, Braskem, Petrobras and OxitenoIpiranga (a related party) accounting for 21%17%, 16%15% and 8%7%, respectively, of Ultracargo’s revenues. Ultracargo’s strategic location of its operations, close to the main Brazilian port terminals, railroad junctions and roads, is one of the company’s main strengths and a key driver of integrated services profitability. As of December 31, 2015,2017, Ultracargo operated storage facilities with a capacity of 630696 thousand cubic meters. Ultracargo’s history is one of pioneering logistics solutions in the Brazilian market. The latest available data shows that Ultracargo accounted for 67% of all tank capacity for liquids at the Aratu port in the State of Bahia, which serves South America’s largest petrochemicals complex. The company is also present in the port of Santos, in the state of São Paulo, which was responsible for 27%28% of the Brazilian foreign trade in 2015.2017. The Santos terminal, which started operating inmid-2005, has become the largest storage facility operated by Ultracargo after the integration of the terminals acquired from União Terminais in 2008. In December 2009, with the acquisition of Puma, Ultracargo added 83.4 thousand cubic meters to its current capacity. In May 2012, Ultracargo acquired a liquid bulk storage terminal in Itaqui port, in the State of Maranhão, that added 55 thousand cubic meters to Ultracargo’s current capacity. See “Item 4.A. Information on the Company — History and Development of the Company.”
Storage.Storage. Ultracargo primarily provides storage services for liquid bulk, especially chemicals, fuels and vegetable oil. Ultracargo provides storage facilities to Braskem and most of the second-generation petrochemical companies in the Northeastern Petrochemical Complex, including Oxiteno. Transactions between Ultracargo and Oxiteno are carried out strictly on anarm’s-length basis. At the end of 2003, Ultracargo maintained four liquid bulk storage terminals — in Aratu in the state of Bahia, in Paulínia and Santos in the state of São Paulo, and in Suape in the state of Pernambuco. In late 2004, Ultracargo completed construction of an intermodal terminal in Montes Claros, in the state of Minas Gerais. With the acquisition of União Terminais in 2008, Ultracargo also started to operate in Paranaguá, in the state of Paraná, and in Rio de Janeiro, in the state of Rio de Janeiro. Since August 2012, Ultracargo has been operating in Itaqui, in the State of Maranhão. In 2012, Ultracargo sold to Ipiranga a liquid bulk terminal for fuels in Montes Claros in the state of Minas Gerais. Ultracargo operated the terminal until March 2013. In August 2015, Ultracargo’s terminal in Paulínia was permanently closed and, in August 2015.June 2017, it was sold to a third party.
Ultracargo completed the construction of another intermodal terminal in Santos inmid-2005. This project is Ultracargo’s second port installation to integrate road, rail and maritime transportation systems, the first being Aratu. Ultracargo’s investment in this terminal was approximately R$80 million. The terminal occupies an area of approximately 64 thousand square meters that hosts 38 thousand cubic meters of tankage space for chemical products, 40 thousand cubic meters for ethanol and 38 thousand cubic meters for vegetable oils. The terminal was built in partnership with Crystalsev, later assumed by Cosan, and Cargill/Coinbra whose capacity is exclusively operated by Ultracargo. In 2007, Ultracargo also expanded its liquid storage capacity with the addition of 10 thousand cubic meters to Aratu.
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In 2008, Ultracargo added 184 thousand cubic meters to its liquid bulk storage capacity through: (i) the acquisition of União Terminais, which added 170 thousand cubic meters and (ii) the expansion of its terminal in Aratu, adding 14 thousand cubic meters. In 2009, Ultracargo added 95 thousand cubic meters to its liquid bulk storage capacity through (i) the acquisition of Puma’s assets in Suape, adding 83 thousand cubic meters and (ii) the expansion of its terminal in Aratu, adding 12 thousand cubic meters.
In 2010, Ultracargo added 16 thousand cubic meters to its liquid bulk storage in the terminal of Santos. Additionally, in July 2010, Ultrapar sold Ultracargo’sin-house logistics, solid bulk storage and road transportation businesses, with the transfer of shares of AGT and Petrolog to Aqces. This transaction allowed Ultracargo to focus exclusively on its liquid bulk storage business, a segment in which it has a market leadership position. See “Item 4.A. Information on the Company — History and Development of the Company.” In 2011, Ultracargo added 26 thousand cubic meters to its liquid bulk storage capacity in the Suape terminal. In 2012, Ultracargo added 55 thousand cubic meters to its liquid bulk storage capacity through the acquisition of a terminal in Itaqui. In 2013, Ultracargo concluded an expansion in the terminal of Santos, adding 46 thousand cubic meters (42 thousand cubic meters in 2012 and 4 thousand cubic meters in 2013), and in the terminal of Aratu, adding 26 thousand cubic meters (4 thousand cubic meters in 2012 and 22 thousand cubic meters in 2013).
Income tax exemption status. Brazilian legislation provides a benefit of 75% income tax reduction for businesses located in the northeast region of Brazil, which depends on SUDENE formal and previous consent. UltracargoTequimar is entitled to this tax benefit at the Aratu, Suape and SuapeItaqui terminals, up tountil 2022, 2020 and 2020,2025, respectively. The total amount of SUDENE’s Incomeincome tax exemption for the years ended on December 31, 20152017 and 20142016 is R$2.38.8 million and R$10.513.0 million, respectively. For further information, see Note 9(c) to our consolidated financial statements. On December 30, 2014, Ultracargo filed its request for SUDENE’s tax benefit for its Itaqui terminal, without response up to the moment this report was published.
Quality. In 2007, Ultracargo’s terminal in Aratu obtained an ISO 14001 certification and, underwent since then, has undergone severalre-certification processes, being the last onemost recently in 2015.2017. The evaluation process occurred under a unified Quality Management System for the entire country. Paulínia terminal obtained the ISO 14001 certification in 2004 and, underwentre-certification processes, being the last onemost recently in 2012. In 20122002, Santos terminal obtained the ISO 14001 certification and OHSAS 18001 in 2003. In 2011, Suape terminal obtained an ISO 14001 certification. In 2012, Suape and Aratu terminals obtained OHSAS 18001 certification. In 2013, Paulínia terminal obtained OHSAS 18001 certification. Ultracargo’s terminal in Paulínia was permanently closed in August 2015.In 2014 and 2016, the Aratu terminal was recognized for its performance in Health, Safety and the Environment by Industrial Development Committee of Camaçari (Cofic). In 2015, Itaqui terminal obtained an ISO 14001 and OHSAS 18001 certification.
Retail Pharmacy
Industry Overview
The retail pharmacy business in Brazil is responsible for the purchase, distribution and resale of medicines to end consumers through drugstores. It is also a common practice in this industry to sell beauty and personal care products as well as certain convenience products at drugstores. Its main suppliers are pharmaceutical producers and beauty and personal care producers.
The retail pharmacy business is a highly regulated industry. In Brazil, the regulation of the sector is divided amongexecuted by the Brazilian government,Federal Government, the state governmentsState and municipalities.Municipalities. The Brazilian governmentFederal Government enacts laws and regulations of general applicability, which are enforced and complemented by actions of the state governmentsStates and municipalities.Municipalities. At the federal level, the health and pharmaceutical sectors are regulated and supervised by the Ministry of Health, through ANVISA, a public agency established by Federal Law No. 9,782,9,782/ 99 and regulated by Decree No. 3,029/99.
In addition, pursuant to Law No. 10,742/03 and Decree No. 4,766/03, the regulation of January 26, 1999.
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The main rules governingstandards and criteria for setting and adjusting the retail pharmacy businessprices of medicines in Brazil are relatedis established by the Drug Market Regulation Chamber (“CMED”), which fixes a capped price for sales from pharmaceutical companies to pricingtheir distributors, and for final sales to consumers. This capped-price is based on the mechanism which comprises essentially (i) an inflation rate measured by the National wide Consumer Price Index (“Índice Nacional de Preços ao Consumidor Amplo” – “IPCA”); (ii) factor of medicinesproductiveness, which is a percentage calculated based on future earnings of productivity by the pharmaceutical industry, and the restrictions in the handling, transportation, storage, marketing and sale(iii) factor of these products. Every year, as of March 31, the government approves maximum wholesale and consumer price adjustments, which is a percentage calculated based on the input costs applicable among market sector prices and to intra-sector prices. The medicines are readjusted in April of every year. However, some pharmaceutical products, such as herbal and homeopathic medicines accordingare not currently subject to a metric that includes inflation, currency and the level of competition in each product category.CMED’s price regulation. In Brazil, the front-store area occupied by drugstores is usually smaller than 300 square meters.
Brazilian drugstores’ total revenues, according to data from IMS Health, exceededwere R$82108 billion in 2015,2017, a 12%13% growth compared to 2014.2016. We believe the sector has potential for continued growth, mainly due to (i) the aging population; (ii)population, greater access to medicines, especially due to the growing prominence of generic drugs; (iii)drugs, the growing demand for personal care, wellness and beauty products in drugstores;drugstores, and (iv) higher levels of disposable income among, consumers in the longer term. In addition, consolidation of the sector, supported by increasing market formalization and consequent investments, is in its early stages, with the top five drugstore chains in Brazil accounting for only 28% of the overall market revenues.revenues in 2017, according to ABRAFARMA. According to IMS Health, there were approximately 7177 thousand drugstores in Brazil in 2014.2017.
The main types of pharmaceutical products sold in Brazil are listed below:
Branded medicine– All medicines requiring a doctor’s prescription identified by trademark, usually consisting of innovativeInnovative products, registered at the federal agency responsible for sanitary surveillance and marketed in the country whose efficacy, safety and quality of which have been scientifically proven by the federal competent body upon registration with the ANVISA. The pharmaceutical company that developed the medicine typically holds its patent and exclusivity for its marketing during a minimum 10-year period, after which such medicine becomes a reference for the production of similar or generic medicines.registration.
Generic medicine – Generic medicine is a drug product that is comparable toContain the same active ingredient, in the same strength and dosage form, being administered by the same route and with the same therapeutic indication as the reference (branded)drug in the country, showing the same safety as the reference drug in the country, and which can be interchangeable with the latter.
Similar medicine in dosage form, strength, route of administration, quality and performance characteristics, and intended use, and must contain– Contain the same active ingredients, as the original formulation. However, instead of being marketed under a trademark, the generic medicine is designated by the name of the active ingredient. Generic medicines may be prescribed as an alternative to the reference medicines or may replace them at the time the medication is dispensed, as permitted by law. Generics can only be produced and sold after expiration, waiver or loss of the patent or other exclusivity rights associated with the comparable reference medicine. In addition, production and marketing of generic medication also requires proof of the efficacy, safety and quality of the generic drugs, as established through bioequivalence and bioavailability testing pursuant to which the composition and absorption by the body of the generic drugs are analyzed against the comparable reference medicine. Generic medicines have no trademark, but the name of the constitutive substance and the name of the laboratory that produces and sells it are printed on the label and packaging.
Similar medicine– Medicines containing the same or more active ingredients andhas the same concentration, mannerpharmaceutical form, method of administration, dosage and therapeutic indicationinstructions, and is equivalent to a medicine registered with the Federal agency responsible for sanitary surveillance, differing only as regard the reference medicine, marketed under a different trademark that did not undergo the bioequivalence testing to prove its efficacy, safetycharacteristics of size and quality. Similar medicines, like generic medicines, can only be produced and sold after expiration or waiverform of the patent for the comparable reference medicine. As the producers do not necessarily submit similar medicines to bioequivalence testing, which is an expensive process, similar medicines are usually cheaper than generic medicinesproduct, period of validity, packaging, labelling, excipients and reference medicines.vehicle.
OTC medicines– Over the Counter (OTC)(“OTC”) medicines consist of both branded and generic medicines, as well as other products related to health and well-being that do not need a prescription to be sold. They are generally used for the treatment of easily self-diagnosed acute conditions such as pain medication, flu, cough, fever and cold, antacids, vitamins, herbal products, products for vision, health equipment, first aid as well as nutritional dietary and convenience products.
According to ABRAFARMA, the sale of medicines accounted for 66%68% of the total sales of its members in the retail pharmacy business in Brazil in 2015,2017, and products other than medicines accounted for the remaining 34%32% of the sales. Sales of OTC products during the winter are usually higher than in warmer seasons, while sales of personal care products during the summer are usually higher than in other seasons.
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The following chart shows the supply process of retail pharmacy in Brazil:
Extrafarma
Benefitting from over 50 years of activity in the wholesale and retail of pharmaceutical products, Extrafarma is a leading drugstore chain in the regions in which it operates. Extrafarma operates in areas where recent sales growth rates have been above the national average, which we believe presents attractive potential for future growth.
As of December 31, 2015,2017, Extrafarma operated 254394 drugstores in sixtwelve states of Brazil (103(113 in Pará, 1113 in Amapá, 637 in Tocantins, 93 in Ceará, 5758 in Maranhão, 1133 in Pernambuco, 20 in Rio Grande do Norte, 613 in Paraíba, 10 in Piauí, 9 in Bahia, 1 in Pernambuco, 1 in ParaíbaSergipe and 124 in São Paulo). Extrafarma operates two distribution centers in Belém,Benevides, in the state of Pará, and in Aquiraz, in the state of Ceará, which are responsible for supplying all of our stores.
Extrafarma operates both in the retail and wholesale of pharmaceutical products. In 2015,2017, Extrafarma’s gross revenues reached over R$1.42.0 billion, of which the retail business represented 87%92% and the wholesale business represented 13%8%.
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Extrafarma’s main strategy is focused on the retail business, which is responsible for the larger share of its revenues. Within this business, Extrafarma’s product mix consists of all the main types of pharmaceutical products (branded medicine; generic medicine; similar medicine; OTC) in addition to personal care products and convenience products. In 2015,2017, out of Extrafarma’s revenues in the retail business, branded medicines represented 34%39%, generic/similar medicines represented 15%, OTC 10%, conveniencepersonal care products represented 21% and personal careconvenience products represented 21%15%.
On the wholesale side, Extrafarma operates as a distributor of both pharmaceutical and personal care products. We purchaseIt purchases the products from manufacturers and sellsells them to other drugstore chains and independent retailers, which are serviced through Extrafarma’s own and leased truck fleet. InAs of December 31, 2015,2017, the average payment term of Extrafarma’s sales to independent retailers was 4647 days.
In January 2016, Extrafarma remodeled its loyalty program and renamed itClube Extrafarma (www.clubeextrafarma.com.br). The program provides immediate discounts on purchases, in addition to accumulating 1 point for each R$1 spent. Points received by Extrafarma’s customers may be exchanged during the period of 6 months for significant discounts in store products,pre-paid mobile phone credits, Ipiranga’sKm de Vantagens andMultiplus Fidelidade. As of December 31, 2017,Clube Extrafarma had 6.5 million clients registered.
Ultrapar’s plan is to strengthen and accelerate the expansion of Extrafarma through (i) increased investment capacity, (ii) access to retail space with optionality in Ipiranga’s service stations and Ultragaz’s resellers, with over 12 thousand potential retail outlets; and (iii) strengthening Extrafarma’s management through the implementation of Ultrapar’s recognized corporate governance, incentives, and alignment of interests. These mechanisms also contributed to an efficient integration of the operations into Ultrapar and to the development of business models that are attractive to Extrafarma’s, Ipiranga’s and Ultragaz’s consumers, thus increasing differentiation potential in each of these businesses.
Competition.The consolidation process of the retail pharmacy business is in its early stages.
The drugstore chains associated to ABRAFARMA represented an estimated 43%42% of the total revenues in the sector in 2015.2017. There were more than 20 drugstore chains associated to ABRAFARMA in 2015.2017. According to ABRAFARMA the main players in Brazil are Raia Drogasil, DPSP, Pague Menos, Brasil Pharma, Araujo and Panvel.
See “Item 4.A. Information on the Company — History and Development of the Company — Extrafarma Transaction.”
Oil Refining
RPR consists of a refinery in the city of Rio Grande, in the state of Rio Grande do Sul, in the Southern region of Brazil. The refinery’s nominal capacity is 17,000 barrels per day, and its principal products include gasoline, diesel, naphtha, fuel oil, LPG, kerosene, asphalt and special solvents. In 2015,2017, the average production of the refinery was 10,08714,500 barrels per day, which represented 59%85% of its nominal capacity and less than 1% of the total Brazilian oil refining capacity, according to ANP data. Ultrapar currently owns approximately one third of the capital of RPR. See “Item 4.A. Information on the Company — History and Development of the Company.” RPR’s results are accounted for using the equity method, as share of profit of joint ventures and associates. Results generated by the oil refining operations are not significant to Ultrapar. In 2015,2017, the share of profits from RPR operations recognized into Ultrapar’s results amounted to R$8.236.2 million, corresponding to less than 1% of Ultrapar’s consolidated net income for the year.
Between 2011 and the third quarter of 2014, RPR faced a challenging operating scenario, due to costly raw materials and controlled selling prices that have not followed these variations in raw material costs. FromIn August 2014, there was a sharp reduction in the international crude oil prices, reaching in December 2015 the lowest level since December 2008 (US$36 per barrel). Despite the reduction in oil prices, the prices of oil – based fuels in Brazil have increased during the same period, helping improve RPR´s margins. No assurance can be given that market conditions will not change throughout this year or that RPR will be ableIn October 2016, a new price dynamic for gasoline and diesel was established with the objective of, amongst other aspects, fluctuating prices according to continueinternational references. Therefore, gasoline and diesel prices became directly influenced by the international prices and theReal/U.S. dollar exchange rate. In July 2017, the new price dynamic was updated in order to operate profitably.make daily price adjustments based on international references and theReal/U.S. dollar exchange rates. In the fourth quarter of 2017, operating margins for refining activities were negatively impacted by the increase in crude oil prices internationally, as a reflection of the reduction of oil production by OPEC countries. See “Item 4.A. Information on the Company — History and Development of the Company.”
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Insurance
We maintain insurance policies covering all the facilities of our wholly owned subsidiaries, which we consider appropriate to cover the risks to which we believe we are exposed, including but not limited to loss and damage from fire, lightning, explosion of any nature, windstorm, plane crash and electrical damage. The maximum compensation values based on the maximum possible loss that could result from specific location, as of December 31, 2015,2017, are shown below:
| Maximum compensation value(*) | ||||||||||
Oxiteno | US$ | 1,142 | ||||||||
Ipiranga | R$ | 924 | ||||||||
Ultracargo | R$ | 740 | ||||||||
Ultragaz | R$ | 150 | ||||||||
Extrafarma | R$ | 160 | ||||||||
| (*) | In millions. |
We havemaintain general liability insurance that covers all our wholly owned subsidiaries with coverage of up to a maximum of US$400 million as of December 31, 2015 for losses and damage incurred by third parties as a result of any accidents that occur in connection with our commercial/industrial operations and/or the distribution and sale of our products and services.
We maintain Directors & Officers Liability (D&O) insurance policies to indemnify members of the boardBoard of directors,Directors, fiscal council and executive officers of Ultrapar and its subsidiaries (insureds) in the total amount of US$5080 million as of December 31, 2017, which covers any insured liabilities resulting from wrongful acts, including any act or omission or any matter claimed against them solely by reason of his or her serving in such capacity, except if the act, omission or the claim is consequence of gross negligence or willful misconduct.
In addition, we also take out group life and personal accident, health, and national and international transportation and other insurance policies.
We believe that our insurance covers, in all material respects, the risks to which we are exposed and is in line with industry standards. However, the occurrence of losses or other liabilities that are not covered by insurance or that exceed the limits of our insurance coverage could result in significant unexpected additional costs to us.
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| C. | Organizational Structure |
The following chart shows our organizational structure(1) for our principal subsidiaries as of December 31, 2015:2017:
| (1) | Percentages represent approximate ownership of voting share capital and total capital (voting capital/total capital). |
| (2) | Non-controlling interests in Utingás are mainly held by Liquigás Distribuidora S.A. and SHV Gas (31% and 8% of total capital, respectively). |
| (3) | Other shareholders of RPR are Petrobras and Braskem, each holding 1/3 of the voting shares. |
| (4) | União Vopak – a company jointly owned by Tequimar and Vopak Brasil S.A. |
| (5) |
We conduct our LPG distribution business through Ultragaz, composed of CiaCia. Ultragaz, Bahiana and Utingás. CiaCia. Ultragaz operates in the business of distribution of LPG, primarily in the South, Southeast and Midwest regions of Brazil. Bahiana operates in the business of distribution of LPG, primarily in the Northeast regions of Brazil. Utingás is an LPG storage company, with facilities in the states of São Paulo and Paraná.
We conduct our fuel distribution business through Ipiranga, represented by our wholly-owned subsidiary IPP, except for IPP’s subsidiaries that operates in the LPG distribution business, as described above.above and Extrafarma as described below. Ipiranga covers the distribution and marketing of petroleum products, fuel ethanol and NGV throughout Brazil. IPP also, through its subsidiary ITL,subsidiaries, owns am/pm brand in Brazil and Tropical, which provides transportation services for Ipiranga and other fuel distributors.
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We conduct petrochemical and chemical activities through our wholly-owned subsidiary, Oxiteno. Oxiteno operates in the petrochemical and chemical sector directly and through its subsidiaries, Oxiteno Nordeste, Oleoquímica, EMCA, Oxiteno Mexico and Oxiteno Andina. Oxiteno directly operates plants located in the state of São Paulo. Oxiteno Nordeste operates plants located in Camaçari, in the state of Bahia, and in Triunfo, in the state of Rio Grande do Sul. Oleoquímica and EMCA also operate in the Camaçari plant. Oxiteno Mexico operates three plants in Mexico and one plant in the United States through Oxiteno USA. Oxiteno Andina operates one plant located in Venezuela. Oleoquímica is the subsidiary through which we built a fatty alcohol plant in Camaçari. Oxiteno Uruguay, acquired in November 2012, operates one plant located in Uruguay.
We conduct liquid bulk storage business through our wholly-owned subsidiary, Ultracargo, which operates through its subsidiary Tequimar. Tequimar maintains storage facilities at sevensix terminals, of which two are located near the main petrochemical complexes in Brazil, Camaçari and São Paulo.
On January 31, 2014, we closed the Extrafarma Transaction, pursuant to which Extrafarma became our wholly owned subsidiary. Extrafarma operates a retail and wholesale pharmacy business in the North and Northeast regions of Brazil. See “Item 4.A. Information on the Company — History and Development of the Company — Extrafarma Transaction.”
On August 4, 2016, the Company, through its subsidiary IPP, entered into a joint venture with Chevron to create a new company in the lubricants market combining Ipiranga’s and Chevron’s lubricants operations in Brazil. As part of this endeavor, Ipiranga Lubrificantes S.A. (“IpiLubs”) was established as a subsidiary of IPP in order to segregate Ipiranga’s lubricants operations from Ipiranga, and on August 1, 2017, this segregation process was completed. Following this, on December 1, 2017, the joint venture process was concluded, with the contribution of IpiLubs to CBLSA pursuant to which IPP obtained direct control of CBLSA. Ipiranga and Chevron hold 56% and 44%, respectively, of this joint venture.
In September 2016, subsidiary Ultrapar International S.A. was created and subsequently issued an aggregate principal amount of US$750 million of notes in the foreign capital markets.
Except for Oxiteno Mexico, Oxiteno Andina, Oxiteno USA and Oxiteno Uruguay, all of our material subsidiaries are incorporated under the laws of Brazil.
For further information, see “Item 4.A. Information on the Company — History and Development of the Company.”
| D. | Property, Plant and Equipment |
Ultragaz
Ultragaz’s LPG distribution network includes 1718 filling plants. LPG is carried to the filling plants either via gas pipelines from Petrobras’ installations or by tanker trucks. When LPG transportation is via gas pipeline the bases are known as primary and when transportation is via tanker truck, the bases are known as secondary. Ultragaz also operates LPG storage bases, known as satellite bases for supplying our bulk trucks. Ultragaz maintains storage facilities for LPG bottles and satellite bulk distribution plants at strategic locations in order to maintain supplies close to its customer bases and thus to reduce transportation costs. LPG is stored in the filling plants in large LPG storage tanks with a typical capacity of 60 tons per tank. In the case of LPG to be delivered in bulk, the LPG is pumped directly from the storage tanks into the bulk tankers. In the case of LPG to be delivered in bottles, the LPG is pumped from the storage tanks into a number of filling heads, which fills the LPG bottles.
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The following table sets forth the total storage capacity, total filling capacity during 20152017 and the 20152017 average filling utilization for each of Ultragaz’s primary and secondary filling stations and satellite stations.
Base | Type | Total storage capacity | Filling capacity | 2015 average filling utilization rate | Type | Total storage capacity | Filling capacity | 2017 average filling utilization rate | ||||||||||||||||||||
| (in tons) | (in tons per month) | (in tons) | (in tons per month) | |||||||||||||||||||||||||
Aracaju | Secondary | 240 | 4,263 | 91 | % | |||||||||||||||||||||||
Aracajú | Secondary | 240 | 4,388 | 81 | % | |||||||||||||||||||||||
Araçatuba | Satellite | 180 | Satellite | 180 | ||||||||||||||||||||||||
Aracruz | Secondary | 120 | 4,212 | 33 | % | Secondary | 120 | 4,388 | 31 | % | ||||||||||||||||||
Araraquara | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Araucária | Primary | 240 | 9,693 | 68 | % | Primary | 240 | 8,776 | 81 | % | ||||||||||||||||||
Barra de São Francisco | Secondary | 360 | 2,400 | 24 | % | Secondary | 360 | 2,498 | 19 | % | ||||||||||||||||||
Barueri | Secondary | 1,500 | 5,850 | 76 | % | Secondary | 1,500 | 5,363 | 79 | % | ||||||||||||||||||
Bauru | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Betim | Secondary | 480 | 9,360 | (1) | 45 | % | Secondary | 480 | 8,776 | (1) | 55 | % | ||||||||||||||||
Blumenau | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Canoas | Secondary | 600 | 4,750 | 80 | % | Secondary | 600 | 7,679 | 53 | % | ||||||||||||||||||
Capuava | Primary | 720 | 14,449 | 50 | % | Primary | 720 | 13,164 | 49 | % | ||||||||||||||||||
Cascavel | Satellite | 120 | Satellite | 120 | ||||||||||||||||||||||||
Caucaia | Secondary | 420 | 7,371 | (1) | 98 | % | Secondary | 420 | 8,776 | (1) | 73 | % | ||||||||||||||||
Caxias do Sul | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Chapecó | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Florianópolis | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Goiânia | Secondary | 360 | 5,850 | 64 | % | Secondary | 360 | 5,363 | 71 | % | ||||||||||||||||||
Imbiruçu | Satellite | 372 | Satellite | 372 | ||||||||||||||||||||||||
João Pessoa | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Joinville | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Juazeiro | Satellite | 60 | Secondary | 180 | 4,388 | 41 | % | |||||||||||||||||||||
Londrina | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Mataripe | Primary | 1,025 | 20,341 | (1) | 71 | % | ||||||||||||||||||||||
Mauá | Satellite | 720 | Satellite | 720 | ||||||||||||||||||||||||
Mataripe | Primary | 1,025 | 21,508 | (1) | 74 | % | ||||||||||||||||||||||
Paulínia | Primary | 2,260 | 9,982 | 74 | % | Primary | 2,260 | 8,776 | 87 | % | ||||||||||||||||||
Pirajá — Salvador | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Ponta Grossa | Satellite | 60 | Satellite | �� | 60 | |||||||||||||||||||||||
Pouso Alegre | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
Ribeirão Preto | Secondary | 180 | 4,646 | 78 | % | Secondary | 180 | 4,388 | 83 | % | ||||||||||||||||||
Rio de Janeiro | Primary | 480 | 5,850 | (1) | 77 | % | Primary | 720 | 5,363 | (1) | 99 | % | ||||||||||||||||
Santos | Primary | 2,400 | 3,608 | 57 | % | Primary | 2,400 | 3,500 | 52 | % | ||||||||||||||||||
São José do Rio Preto | Satellite | 60 | Satellite | 60 | ||||||||||||||||||||||||
São José dos Campos | Primary | 960 | 5,850 | 55 | % | Primary | 960 | 5,363 | 66 | % | ||||||||||||||||||
Sorocaba | Satellite | 120 | Satellite | 120 | ||||||||||||||||||||||||
Suape | Primary | 480 | 5,962 | 104 | % | Primary | 480 | 5,363 | 132 | % | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||
Total | 15,177 | 125,604 | 68 | % | 15,537 | 126,653 | 69 | % | ||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||
| (1) | These facilities operated with more than one8-hour shift per day. |
Note: Facilities with more than 100% average filling utilization rate operated during and outside of normal business hours.
In addition, Ultragaz maintains headquarters in the city of São Paulo and regional offices in the areas in which it operates. Ultragaz also maintains 52 points of sales.
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Ipiranga
Distribution of fuels is carried out through an extensive network of primary and secondary storage terminals. Primary storage terminals are generally located near refineries and are used as storage terminals for products to be transported either to secondary storage terminals or to large customers and TRRs. Distributors own their storage terminals (Owned), lease space in third parties’ storage terminals (Third Party Agreement — TPA) or participate in pools (Joint-Operated terminals — JO) that serve two or more distributors. The following table sets forth the total storage capacity and ownership structure for each of Ipiranga’s primary and secondary facilities in 2015.2017.
Base | Type | Owner Structure of Storage Teminal | Storage Capacity (m³) | |||||
Açailândia | Secondary | JO operated by others(2) | ||||||
Araucária | Primary | TPA(1) | 850 | |||||
Araucária | Primary | JO operated by others(2) | ||||||
Bagé | Secondary | Owned | 4,721 | |||||
Barcarena | Primary | Owned | 8,202 | |||||
| ||||||||
Barueri | Primary | TPA(1) | 6,100 | |||||
| ||||||||
Bauru | Secondary | Owned | 3,288 | |||||
Belém | Primary | Owned | ||||||
Belém | Primary | TPA(1) | ||||||
| ||||||||
Betim | Primary | JO operated by Ipiranga(2) | ||||||
Betim | Primary | JO operated by others(2) | 7,258 | |||||
Biguaçu | Primary | TPA(1) | ||||||
Brasília | Primary | JO operated by others(2) | ||||||
Cabedelo | Primary | TPA(1) | ||||||
Campo Grande | Secondary | Owned | ||||||
Campos | Secondary | JO operated by Ipiranga(2) | 3,728 | |||||
Canoas | Primary | Owned | ||||||
Canoas | Primary | TPA(1) | ||||||
Cascavel | Secondary | Owned | ||||||
Caxias | Primary | Owned | ||||||
Caxias | Primary | JO operated by others(2) | ||||||
| ||||||||
Cruz Alta | Secondary | Owned | 4,325 | |||||
Cubatão | Primary | |||||||
| Owned | |||||||
| ||||||||
| Primary | TPA(1) | ||||||
Cuiabá | Secondary | Owned | 1,819 | |||||
Fortaleza | Primary | TPA(1) | ||||||
| ||||||||
Goiânia | Primary | TPA(1) | 2,185 | |||||
| ||||||||
| Primary | JO operated by others(2) | ||||||
Governador Valadares | Secondary | Owned | 4,745 | |||||
Guamaré | Primary | JO operated by others(2) | 2,790 | |||||
Guaramirim | Primary | TPA(1) | ||||||
Guarapuava | Secondary | Owned | 5,625 | |||||
Guarulhos | Primary | TPA(1) | ||||||
Imbiruçu | Primary | JO operated by Ipiranga(2) | 5,241 | |||||
Itabuna | Primary | TPA(1) | ||||||
| ||||||||
Itaituba | Secondary | Owned | 1,350 | |||||
Itajaí | Primary | |||||||
Itajaí | Primary | |||||||
Jequié | Primary | JO operated by others(2) | ||||||
Juazeiro | Secondary | JO operated by others(2) | 1,821 | |||||
| ||||||||
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| ||||||||
Lages | Secondary | TPA(1) | ||||||
Londrina | Secondary | JO operated by Ipiranga(2) | ||||||
Luis Eduardo Magalhães | Secondary | TPA(1) | 306 | |||||
Macapá | Primary | JO operated by Ipiranga(2) | ||||||
Maceió | Primary | JO operated by | 6,895 | |||||
Base | Type | Owner Structure of Storage Teminal | Storage Capacity (m³) | |||||
Manaus | Primary | Owned | ||||||
Manaus | Primary | TPA(1) | 700 | |||||
Marabá | Secondary | TPA(1) | ||||||
Maringá | Secondary | TPA(1) | ||||||
Montes Claros | Secondary | Owned | ||||||
Munguba | Secondary | Owned | 12,377 | |||||
Ourinhos | Secondary | Owned | ||||||
| ||||||||
Passo Fundo | Primary | JO operated by Ipiranga(2) | ||||||
Paulínia | Primary | Owned | 7,994 | |||||
Paulínia | Primary | |||||||
| ||||||||
| JO operated by Ipiranga(2) | |||||||
| Secondary | |||||||
Porto Velho | Secondary | Owned | 8,318 | |||||
Pres. Prudente | Secondary | Owned | ||||||
Ribeirão Preto | Primary | JO operated by others(2) | ||||||
Rio Grande | Primary | TPA(1) | ||||||
Rondonópolis | Secondary | Owned | ||||||
Santa Maria | Secondary | Owned | ||||||
Santarém | Secondary | Owned | ||||||
| ||||||||
Sarandi | Primary | TPA(1) | 5,610 | |||||
São Caetano | Primary | Owned | ||||||
São Francisco do Conde | Primary | TPA(1) | ||||||
São José do Rio Preto | Secondary | JO operated by others(2) | 1,838 | |||||
São José do Rio Preto | Secondary | Owned | 6,491 | |||||
São José do Rio Preto | Secondary | Owned | ||||||
| ||||||||
São José dos Campos | Primary | JO operated by others(2) | ||||||
São José dos Campos | ||||||||
São Luis | Primary | TPA(1) | 33,570 | |||||
São Luis | Primary | JO operated by Ipiranga(2) | ||||||
| Primary | TPA(1) | ||||||
Suape | Primary | JO operated by others(2) | ||||||
| ||||||||
Teresina | Secondary | JO operated by others(2) | 4,395 | |||||
Uberaba | Primary | TPA(1) | ||||||
Uberlândia | Primary | JO operated by others(2) | ||||||
| Primary | TPA(1) | ||||||
Vilhena | Secondary | Owned | 884 | |||||
Vitória | Primary | TPA(1) | ||||||
| ||||||||
|
| |||||||
|
| |||||||
| (1) | Third party agreements. |
| (2) | Joint-operated with other distributors. |
Oxiteno
Oxiteno has six plants in Brazil: Camaçari plants in the northeast complex, Mauá plant in the São Paulo complex, Triunfo plant in the southern complex and Tremembé and Suzano plants in the state of São Paulo.
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The following table sets forth the current ethylene oxide production capacity of Oxiteno’s plants in Brazil as of December 31, 2015.2017.
Units | Capacity | |||
| (in tons per year) | ||||
Camaçari | 350,000 | |||
Mauá | 90,000 | |||
Tremembé | — | |||
Triunfo | — | |||
Suzano | — | |||
| ||||
Total | 440,000 | |||
|
Ethylene oxide is primarily an intermediate material used in the production of ethylene oxide derivatives —– only 1% of Oxiteno’s sales volume in the year ended December 31, 20152017 were ethylene oxide. Therefore, Oxiteno’s total production output may not be determined by adding the capacities of ethylene oxide and its derivatives.
As Oxiteno’s capacity for ethylene oxide derivatives exceeds its ethylene oxide production capacity, Oxiteno cannot produce the maximum amount of each derivative product in any year and, accordingly, actual production of ethylene oxide derivatives is less than its capacity shown in the tables below.
However, the excess production capacity of ethylene oxide derivatives provides a degree of operating flexibility that enables the company to switch production partially to other products andre-manage its ethylene oxide output for derivative products depending on relative demand, thus mitigating the effects of reductions in demand for certain products resulting from downturns in the petrochemical business cycle.
Camaçari plants. The first Camaçari plants,plant, located in the Northeast Complex, was built by Oxiteno and commenced production in 1978. The Camaçari plants produce ethylene oxide and ethylene oxide derivatives, such as ethylene glycols, ethanolamines, glycol ethers and ethoxylated derivatives.
In 2007, in connection with the acquisition of Ipiranga Group by Ultrapar, Oxiteno started to operate a mineral oils production plant, EMCA.
See “Item 4.A. Information on the Company — History and Development of the Company — Investments.”
The following table sets forth the production capacity of the Camaçari plant for each of its principal products.
Units | Capacity | |||
| (in tons per year) | ||||
Ethylene oxide | 350,000 | |||
Ethylene glycols | 285,000 | |||
Ethanolamines | 110,000 | |||
Glycol ethers | 25,000 |
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| ||||
Ethoxylated derivatives | 270,000 | |||
White Mineral Oils | 60,000 | |||
Fatty Alcohols | 77,000 | |||
Fatty Acids | 7,000 | |||
Glycerin | 11,000 | |||
In 2015,2017, the Camaçari plant operated at 65%61% of its production capacity. The plant had planned stoppages for regular maintenance.
Mauá plant. The Mauá plant, located in the São Paulo Complex, was the first plant built by Oxiteno and it commenced production in 1974. The Mauá plant has process units for ethylene oxide, ethylene glycols, glycol ethers, glycol ether acetates, natural alcohols and ethoxylated derivatives. In addition to the production units, the plant has drumming, storage, warehouse and maintenance facilities and also houses Oxiteno’s principal research and development laboratory. The following table sets forth the current production capacity of the Mauá plant for each of its principal products.
Units | Capacity | |||
| (in tons per year) | ||||
Ethylene Oxide | 90,000 | |||
Ethylene Glycols | 40,000 | |||
Glycol Ethers | 40,000 | |||
Acetates | 72,000 | |||
C4+C5 Alcohols | 13,500 | |||
Ethoxylated Derivatives | 106,000 | |||
Alkylation | 17,000 | |||
Esterification | 4,000 | |||
Hydraulic fluids | 30,000 |
In 2015,2017, the Mauá plant operated at 58%41% of its production capacity.
Tremembé plant. The Tremembé plant, located at Bairro dos Guedes, Tremembé, in the state of São Paulo, has three principal production units, a sulfonation/sulfation unit and two multipurpose units. The Tremembé plant commenced production in 1970 and was subsequently acquired by us in 1985.
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The following table shows the current capacity of the principal units at the Tremembé plant.
Units | Capacity | |||
| (in tons per year) | ||||
Esterification | 10,000 | |||
Specialties | 15,000 | |||
Sulfonation/Sulfation | 16,000 | (1) | ||
Betaines | 10,000 | |||
Hydraulic fluids | 3,200 | |||
Naphthalenes Sulfonates | 9,000 | |||
Agricultural Blends | 15,000 |
| (1) | Capacity adjusted for 100% active matter. |
In 2015,2017, the Tremembé plant operated at 81%36% of its production capacity.
Suzano plant. In 2007, Oxiteno began operating a sulfonation and sulfation plant in Suzano, with a production capacity of 13.5 thousand tons per year. In 2012, Oxiteno added 1411.5 thousand tons per year to its capacity. As a result, production capacity at the Suzano plant increased to 27.526.5 thousand tons per year.
Units | Capacity | |||
| (in tons per year) | ||||
Sulfonation/Sulfation | 13,500 | |||
Esterification | 11,500 | |||
Betaines | 1,500 |
In 2015,2017, the Suzano plant operated at 70%50% of its production capacity.
Triunfo plant. The Triunfo plant is located in the Southern Complex. The Triunfo plant was built by Oxiteno and started production in October 1989. The Triunfo plant has two process units, one for the production of secondary butyl alcohol, which is used in the production of MEK, and one for the production of MEK.
The following table shows the current capacity of the principal units at the Triunfo plant.
Units | Capacity | |||
| (in tons per year) | ||||
Oxygenated solvents | 42,000 |
In 2015,2017, the Triunfo plant operated at 95%63% of its production capacity.
With the acquisition of Oxiteno Mexico (formerly Canamex) in December 2003 and Unión Química in 2007, Oxiteno acquired three specialty chemical plants in Mexico. As of December 31, 2015,2017, the Coatzacoalcos plant had a production capacity of 9086 thousand tons per year of ethoxylates and 8 thousand tons per year of alkyphenols; the Guadalajara plant had a production capacity of 32 thousand tons per year of specialty chemicals and San Juan del Río had a production capacity of 8 thousand tons per year of specialty chemicals. In 2015,2017, the Guadalajara, the Coatzacoalcos and San Juan del Río plants operated at an average rate of 77%46%, 50%36% and 85%91% of their production capacity, respectively.
With the acquisition of Oxiteno Andina in September 2007, Oxiteno acquired a specialty chemical plant in Venezuela. As of December 31, 2015,2017, the Santa Rita plant had a production capacity of 70 thousand tons per year of ethoxylates and operated with 30%12% of its production capacity in 2015.2017.
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Oxiteno acquired a specialty chemical plant in Pasadena, Texas in April 2012. As of December 31, 2015,2017, the Pasadena plant had a production capacity of 32 thousand tons per year of specialty and agricultural blends. In 2015,2017, Pasadena plant operated at an average rate of 23%18% of its production capacity.
With the acquisition of Oxiteno Uruguay in November 2012, Oxiteno acquired a specialty chemical plant in Montevideo, Uruguay. As of December 31, 2015,2017, the Montevideo plant had a production capacity of 63 thousand tons per year of specialty chemicals and operated with 71%45% of its production capacity.
The following table sets forth Oxiteno’s production plants located outside of Brazil:
Units | Capacity | |||
| (in | ||||
Ethoxylated derivatives — Coatzacoalcos plant | 86,000 | |||
Alkylation — Coatzacoalcos plant | 7,860 | |||
Ethoxylated derivatives — Guadalajara plant | 19,000 | |||
Esterification — Guadalajara plant | 13,000 | |||
Sulfonation/Sulfation — San Juan del Río | 8,400 | |||
Alkoxylated derivatives — Santa Rita | 70,000 | |||
Specialties/Agricultural Blends — Pasadena | 32,000 | |||
Sulfonation/Sulfation — Montevideo | 45,000 | |||
Fatty Acid Sulfate (FAS) — Montevideo | 10,000 | |||
Betaines/Amides — Montevideo | 6,000 | |||
Fatliquor oils — Montevideo | 2,000 |
Ultracargo
The following tables set forth the principal products stored at, and the storage capacity operated by, Ultracargo’s facilities at December 31, 2015,2017, and the average utilization of Ultracargo’s facilities during 2015.2017.
Facility | Capacity (in cubic meters) | Average utilization %(2) | Product Lines | Capacity (in cubic meters) | Average utilization %(2) | Product Lines | ||||||||||
Aratu (Bahia) | 218,190 | 96 | % | Chemicals, vegetable oils, corrosives, and fuels | 218,190 | 109% | Chemicals, ethanol, vegetable oils, corrosives, and fuels | |||||||||
Suape (Pernambuco) | 157,910 | 117 | % | Chemicals, ethanol, corrosives and fuels | 157,910 | 144% | Chemicals, ethanol, corrosives, and fuels | |||||||||
Itaqui (Maranhão) | 55,280 | 134 | % | Fuels | 55,280 | 138% | Ethanol and fuels | |||||||||
Santos (São Paulo)(1) | 152,800 | 78 | % | Chemicals, lubricants, fuels, corrosives, ethanol and vegetable oils | 219,300 | 78% | Chemicals, ethanol, lubricants, fuels, and corrosives | |||||||||
Rio de Janeiro (Rio de Janeiro) | 17,247 | 108 | % | Corrosives and lubricants | 17,247 | 106% | Corrosives and lubricants | |||||||||
Paranaguá (Paraná) | 28,262 | 58 | % | Corrosives, vegetable oils | 28,262 | 67% | Corrosives and vegetable oils | |||||||||
Paulínia (São Paulo)(3) | 0 | 44 | % | Chemicals and ethanol | ||||||||||||
Total | 629,689 | 97 | % | 696,189 | 109% | |||||||||||
| (1) |
| (2) | Based on an estimated turnover of products for each terminal. |
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Extrafarma
As of December 31, 2015,2017, Extrafarma operated 254394 drugstores and 2 distribution centers in the North and Northeast regions of Brazil.
The following tables set forth the breakdown per region of Extrafarma’s drugstores and the capacity for each of Extrafarma’s distribution centers as of December 31, 2015:2017:
Location | # of stores | |||
North | 133 | |||
Pará | 113 | |||
Amapá | 13 | |||
Tocantins | 7 | |||
Northeast | 237 | |||
Ceará | 93 | |||
Maranhão | 58 | |||
Pernambuco | 33 | |||
Rio Grande do Norte | ||||
| ||||
| 20 | |||
Paraíba | 13 | |||
Piauí | 10 | |||
Bahia | 9 | |||
Sergipe | 1 | |||
Southeast | 24 | |||
São Paulo | 24 | |||
| ||||
Total | 394 | |||
|
Distribution center | Area (in square meters) | Height (in meters) | Area (in square meters) | Height (in meters) | ||||||||
Belém (Pará) | 11,400 | 6.8 | ||||||||||
Benevides (Pará) | 9,777 | 13.0 | ||||||||||
Aquiraz (Ceará) | 7,500 | 12.3 | 7,500 | 12.3 | ||||||||
Total | 18,900 | 17,277 | ||||||||||
Collateral
As of December 31, 2015,2017, Ultrapar had no debt secured by property, plant and equipment.
| ITEM 4A. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 5. | OPERATING AND FINANCIAL REVIEW AND PROSPECTS |
| A. | Operating Results |
You should read this discussion together with our consolidated financial statements, including the notes thereto, and other financial information included elsewhere in this annual report and in conjunction with the financial information included under “Item 3.A. Key Information — Selected Consolidated Financial Information.”
Our audited consolidated financial statements included herein were prepared in accordance with IFRS and include our consolidated balance sheets as of December 31, 20152017 and 2014,2016, and the related income statements, statements of comprehensive income, changes in equity and cash flows for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, as well as notes thereto.
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The financial information presented in this annual report should be read in conjunction with our consolidated financial statements.
Overview
Ultrapar is a Brazilian Company with leading positions in the markets in which it operates with almost 80 years of history. Our five principal businesses as of December 31, 2015, were:are:
Ultragaz distributes LPG to residential, commercial and industrial market segments. Ipiranga distributes gasoline, ethanol, diesel, NGV, fuel oil, kerosene and lubricants through a network of 7,2308,005 service stations and directly to large customers. Oxiteno produces ethylene oxide and its principal derivatives, and is also a significant producer of specialty chemicals, particularly surfactants. It manufactures approximately 1,5001,100 products used in various industrial sectors such as cosmetics, detergents, crop protection chemicals, packaging, textiles and coatings. Ultracargo is the largest provider of storage for liquid bulk in Brazil, with six terminals and storage capacity of approximately 630696 thousand cubic meters.
On September 30, 2013, Ultrapar entered into an association agreement with Extrafarma, one of Brazil’s ten largest drugstore chains. The Extrafarma Transaction closed on January 31, 2014 with the approval of the merger of shares by the Extraordinary General Meetings of Ultrapar and Extrafarma and, consequently, Extrafarma became a wholly-owned subsidiary of Ultrapar from February 1, 2014 onwards. Accordingly, Extrafarma’s results of operations did not affect our results of operations in 2013. Extrafarma’s results of operations were consolidated into Ultrapar’s results of operations as from February 1, 2014. As of December 31, 2017, Extrafarma operated 394 drugstores in twelve Brazilian states. See “Item 4.A. Information on the Company — History and Development of the Company — Extrafarma Transaction.”
Brazilian economic background
Since most of our operating businesses are located in Brazil, we are significantly affected by Brazil’s economic and social conditions, including, but not limited to, gross domestic product or GDP,(“GDP”), growth rates, credit availability and disposable incomes, the domestic rate of inflation and exchange rate fluctuations.
Gross domestic productproduct.. Despite the domestic inflationary pressure and the effects of the economic crisis in Europe, Brazil’s GDP grew by 3.9% in 2011, primarily as a result of the good performance of the agricultural and retail sectors, combined with an increase in families’ consumption and historically low unemployment rates. In 2012, despite the Brazilian government’s measures to stimulate the economy through record low interest rates and tax incentives to certain segments, GDP grew by 1.8%, the lowest level since 2009, partially as a result of the slowdown in the global economy and low levels of local investments in previous years. In 2013, the macroeconomic environment remained challenging in Brazil, with a slightly better situation in the international market, influenced by the recovery in the U.S. and European economies. In order to curb the rising inflation rates observed throughout the year, the Brazilian government raised the economy’s base interest rate (SELIC), from 7.25% at the end of 2012 to 10.0% at the end of 2013. Brazil’s GDP grew by 2.7% over 2012.3.0% in 2013. In 2014, inflation remained at high levels, reaching 6.4% at the end of the year, and the Brazilian government raised again the economy’s basic interest rate from 10.0% at the end of 2013 to 11.75% at the end of 2014. Brazil´s GDP grew 0.1%0.5% in 2014. In 2015, Brazilian GDP decreased 3.8%, influenced by a challenging domestic environment with a combination of economic slowdown, higher unemployment levels, inflationary pressure and a higher economy’s basic interest rate (from 11.75% at the end of 2014 to 14.25% at the end of 2015). In 2016, Brazil’s GDP further contracted 3.6%, reflecting the worsening of the crisis on both political and economic fronts, with a combination of weak economic activity and a deterioration in disposable income and employment rates, thus curbing consumption levels and creating a challenging business environment. However, the inflation rates have been gradually declining since the second half of 2016, paving the way for a reduction in basic interest rate (from 14.25% at the end of 2015 to 13.75% at the end of 2016). In 2017, GDP grew 1.0% backed by falling inflation and interest rate (from 13.75% at the end of 2016 to 7.00% at the end of 2017). Our operations are significantly impacted by Brazilian GDP growth, specifically, sales of LPG to commercial and industrial customers, sales of diesel, Oxiteno’s sales to the domestic market and Ultracargo’s logistics operations.
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Inflation and currency fluctuations. Our cash operating expensesactivities are substantially inReais and tend to increase with inflation. However, some of our costs of sales and services renderedsold are linked to the U.S. dollar and are not substantially affected by the Brazilian inflation rate. In addition, some of ourReal-denominated debt is indexed to take into account the effects of inflation. In 2011, the unstable international economic environment, especially in the second half of the year as a result of the effects of the European crisis, contributed to a 13% depreciation of theReal against the U.S. dollar for the year, reversing the appreciation trend in the first half of the year. In 2011, the IGP-M and the IPCA index rates were 5.1% and 6.5%, respectively. In 2012, the Brazilian government adopted counter-cyclical measures during the year to foster economic growth, such as the reduction of the SELIC rate and the reduction of federal taxes on the automotive sector. The effects of the lower economic growth, the lower interest rate and the unstable international environment contributed to a 9% depreciation of theReal against the U.S. dollar. In 2012, the IGP-M and the IPCA index rates were 7.8% and 5.8%, respectively. In 2013, theReal depreciated 15% against the U.S. dollar influenced by the performance of the Brazilian economy, the economic rebound in the United States and the economic instability in the international markets. In 2014, the weak performance of the Brazilian economy and the recovery of the North American economy contributed to a 13% depreciation ofReal against the U.S. dollar. The In 2014, theIGP-M and the IPCA index rates were 3.7% and 6.4%, respectively. In 2015, theIGP-M and the IPCA index rates were 10.5% and 10.7%, respectively, impacted by the adjustment of regulated prices, such as fuels and electric energy, and theRealdepreciated 47% against the U.S. dollar influenced by the downgrade of Brazil’s sovereign credit rating and the expectation for an interest rate rise by the Federal Reserve System. From December 31, 2015 to April 25,In 2016, theIGP-M and the IPCA index rates were, respectively, 7.2% and 6.3%. In 2016, theReal appreciated by 9%17% against the U.S. dollar. In 2017, theReal depreciated 2% against the U.S. dollar and the IPCA index rate was 2.9%. TheIGP-M index rate was-0.5%, the lowest rate since 2009. From December 31, 2017 to March 31, 2018, the Real depreciated 0.5% against the U.S. dollar. The principal foreign exchange risk we face arises from certain U.S. dollar denominated costs and expenses. Although a substantial part of our debt is dollar-denominated, it is currently hedged against currency devaluation through the use of various derivative instruments or matching investmentsassets in the same currency. Additionally, a significant part of our raw materials is also denominated or indexed to the U.S. dollar. A large part of our sales is denominated inReais, although prices in the chemical business are benchmarked to prices prevailing in the international markets, which in turn are linked to U.S. dollars. Hence, we are exposed to foreign exchange rate risks which could negatively impact our businesses, financial situation and operating results as well as our capacity to service our debt.
The table below shows the inflation rate for the periods indicated, as measured by theIGP-M as well as the devaluation (or appreciation) of theReal against the U.S. dollar.
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
Index | 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | ||||||||||||||||||
IGP-M | 10.5 | % | 3.7 | % | 5.5 | % | (0.5% | ) | 7.2% | 10.5% | ||||||||||||||
IPCA | 10.7 | % | 6.4 | % | 5.9 | % | 2.9% | 6.3% | 10.7% | |||||||||||||||
Devaluation of theReal against the U.S. dollar | 47.0 | % | 13.4 | % | 14.6 | % | ||||||||||||||||||
Devaluation (appreciation) of theReal against the U.S. dollar | 1.5% | (16.5% | ) | 47.0% | ||||||||||||||||||||
We manage the foreign exchange risk associated with the scheduled payments under the terms of our U.S. dollar indebtedness by investing in U.S. dollar-denominated securities and foreign currency/interest swap contracts, under which we pay variable interest inReais based on the interbank certificate of deposit rate, or CDI,(“CDI”), and receive fixed interest in U.S. currency. As of December 31, 20152017 our total obligations denominated in foreign currency were R$2,694.74,589.3 million (US$690.11,387.3 million), including debts, payables arising from imports and net of advances to foreign suppliers. At the same date our total asset position in foreign currency was R$3,615.23,158.9 million (US$925.8954.9 million), comprised of investments indexed to U.S. dollars and hedging instruments used to manage fluctuations of exchange rates and foreign currency receivables exposures. As of December 31, 2015,2017, Ultrapar had a net long exposure in foreign currency of R$920.51,430.4 million (US$235.7432.4 million), comprised of a net short position in U.S. dollars of R$552.7404.9 million (US$141.5122.4 million), a net long position in U.S. dollars of R$94.61,136.5 million (R$24.2(US$343.6 million), a net short position in other currencies of R$2.1 million (US$0.6 million) and a net long position in other currencies, principally the Mexican Peso of R$273.2113.2 million (US$70.034.2 million), due to the company’s operations in this country. For the purposes of this paragraph, U.S. dollar values were calculated based on the December 31, 20152017Real/U.S. dollar exchange rate. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk — Foreign Exchange Risk” for information about our foreign exchange risk hedging policy and Notes 14 and 3031 to our consolidated financial statements.
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Critical accounting policies and estimates
The presentation of our financial condition and results of operations requires our management to make judgments regarding the effects of matters that are inherently uncertain on the carrying value of our assets and liabilities and may affect the reported amount of them as well as our revenues and expenses. Actual results may differ from those estimated under different variables, assumptions or conditions, even though our management believes that its accounting estimates are reasonable. The following paragraphs review the critical accounting estimates that management considers most important for understanding our financial condition, results of operations and cash flows. An accounting estimate is considered a critical accounting estimate if it meets the following criteria:
We have identified the following accounting policies as critical.
Allowance for doubtful accounts. We maintain allowances for doubtful accounts for estimated losses resulting from the subsequent inability of our customers to make required payments. The allowance for doubtful accounts is recorded in an amount we consider sufficient to cover any probable losses on realization of our accounts receivable from our customers, as well as other receivables, and is included as selling expenses; no adjustment is made to net revenue from sales and services. In order to establish the allowance for doubtful accounts, our management constantly evaluates the amount and characteristics of our accounts receivable. When significant delays occur and the likelihood of receiving these payments decreases, a provision is made. In case receivables in arrears are guaranteed or there are reasonable grounds to believe they will be paid, no provision is made. If the financial conditions of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances would be required in future periods. However, because we cannot predict with certainty the future financial stability of our customers, we cannot guarantee that our allowances will continue to be adequate. Actual credit losses may be greater than the allowance we have established, which could have a significant impact on our selling expenses. See Notes 5 and 3031 to our consolidated financial statements, for additional information about our allowance for doubtful accounts.
Provisions for inventory losses. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials or supplies that (i) do not meet our specifications, (ii) have exceeded their expiration date or (iii) are considered slow-moving inventory. This classification is made by management with the support of its industrial and operation teams. A significant decrease in net realizable value below inventory costs on a higher level of obsolete, slow-moving or expired products could impact our cost of goods sold and our gross and operating margins. See Note 6 to our consolidated financial statements for additional information about our provisions for inventory losses.
Deferred income and social contribution taxes. We recognize deferred tax assets and liabilities, which do not expire, arising from tax loss carry forwards, temporaryadd-backs, revaluation of property, plantsplant and equipment and other procedures. The deferred tax assets are recognized to the extent that it is probable that future taxable profit will be available against which they can be utilized. We periodically review the deferred tax assets for recoverability considering historical taxable income, projected future taxable income, and the expected timing of the reversals of existing temporary differences. In the event we or one of our subsidiaries operate at a loss or are unable to generate sufficient future taxable income, or if there is a material change in the actual effective tax rates or time period within which the underlying temporary differences become taxable or deductible, we reduce all or a significant portion of our deferred tax assets, resulting in an increase in our effective tax rate, thereby decreasing net income. A high degree of management judgment is required in determining the recoverability of deferred tax assets. The principal uncertainty relates to the likelihood of future taxable income from the subsidiary that generated the deferred tax asset. A change in our projections of profitability could result in the need to reduce the deferred tax assets, resulting in a negative impact of future results. See Note 9 to our consolidated financial statements for additional information on taxes.
Investments in subsidiaries, associates and joint ventures. A subsidiary is an investee in which the investor is entitled to variable returns on investment and has the ability to interfere in its financial and operational activities. Usually the equity interest in a subsidiary is more than 50%. See Note 3.b to our consolidated financial statements for additional information on our investments in subsidiaries. Investments in associates and joint ventures are accounted for under the equity method of accounting in consolidated financial statements. An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control. A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establish that decisions about the relevant activities of the investee require the consent from the parties that share control. See Note 11 to our consolidated financial statements for additional information on our investments in associates and joint ventures.
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Provisions for tax, civil and labor risks. We are currently involved in certain legal and administrative proceedings that arise from our normal course of business as described in “Item 8.A. Financial Information Consolidated Statements and Other Financial Information — Legal Proceedings” and Note 20 to our consolidated financial statements. We believe that the provisions for such proceedings in our consolidated financial statements are adequate. It is our policy to record provisions in regard to lawsuits when the probability of an existing obligation is consideredmore-likely-than-not to occur in the opinion of our management, based on information available to us, including information obtained from our internal and external legal counsel. Future results of operations could be materially affected by changes in our assumptions, by the effectiveness of our strategies relating to these proceedings, by future developments in each matter being discussed or by changes in approach, such as a change in settlement strategy in dealing with these matters.
Property, plant and equipment. Property, plant and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant and equipment under construction, as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission or to restore assets (see Note 19 to our consolidated financial statements). Depreciation is calculated using the straight-line method, for the periods mentioned in Note 12 to our consolidated financial statements, taking into account the useful lives of the assets, which are reviewed annually. Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property. Changes to the useful lives of property, plant and equipment could impact our depreciation expenses and results.
Intangible assets. Intangible assets include assets acquired by us from third parties, according to the criteria below (see Note 13 to our consolidated financial statements):
We have not recognized intangible assets that were created internally. We and our subsidiaries have goodwill and brands acquired in business combinations, which are evaluatedclassified as intangible assets with an indefinite useful life (see Note 13 items i and vi)vi to our consolidated financial statements).
Changes to the useful lives of the definite useful lives intangibles could impact our selling expenses and results.
Impairment of assets. WeThe Company and its subsidiaries review, at least annually,every reporting period, the existence of any indication that an asset may be impaired.impaired and annually to intangible assets with indefinite useful life. If there is an indication, wethe Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash flow from continuous use and that are largely independent of cash flows of other assets (CGU). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.
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The fair value less costs of disposal is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, direct incremental costs to bring an asset into condition for its sale, legal costs and taxes.
To assess the value in use, we consider the projections of future cash flows, trends and outlooks, as well as the effects of obsolescence, demand, competition and other economic factors. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, the impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on apro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
We tested annually the balances of goodwill shown in the table of Note 13 to our consolidated financial statements for impairment. The determination of value in use involves assumptions, judgments and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital and discount rates. The assumptions about growth projections and future cash flows are based on our business plan, as well as comparable market data, and represent management’s best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related.
The evaluation of the value in use is calculated for a period of five years (except the Extrafarma segment), after which we calculate the perpetuity, considering the possibility of carrying the business on indefinitely. For the Extrafarma segment, a10-year period was used due to its expansion plan and considering a three-year period to maturity of new stores.
OnAs of December 31, 2015,2017, the discount and real growth rates used to extrapolate the projections ranged from 10.3%9.6% to 17.1% (except discount rate of Oxiteno Andina of 43.5%)12.7% and from 0% to 1% p.a., respectively, depending on the CGU analyzed. For the subsidiary Oxiteno Andina, due to the macroeconomic scenario in Venezuela, the discount rate used was 803.8%.
Our goodwill impairment tests and net assets of the Company and its subsidiaries did not result in the recognition of losses for the year ended December 31, 2017. For the year ended December 31, 2016, the Company recognized an impairment loss in the amount of R$ 2,114, which correspond to R$ 1,695 related to goodwill and R$ 419 related to other intangible assets, from the subsidiary Oxiteno Andina. The main reason for the impairment recognized in 2016 is Venezuela’s political and economic situation. Our goodwill impairment tests did not result in the recognition of losses for the yearsyear ended December 31, 2015, 20142015. For further detail, see Note 13 (i) to our consolidated financial statements.
Changes to the significant assumptions and 2013.economic conditions could impact the value in use of the assets and could result in impairment losses and impact our results.
Provisions for assets retirement obligations – fuel tanks. We make provisions for assets retirement obligations that correspond to the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when tanks are installed. The estimated cost is recognized in property, plant and equipment and depreciated over the respective useful life of the tanks. The amounts recognized as a liability are monetarily restated until the respective tank is removed. An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount. For further detail on provisions for assets retirement obligations of Ipiranga, see Note 19 to our consolidated financial statements.
Exchange rate used in translation of Oxiteno Andina’Andina’s financial statements.Due to the political and economic situation in Venezuela, the Company’s management reassesseduses the exchange rate usedTipo de CambioComplementario Flotante de Mercado Supplemental (Floating Market Exchange), or DICOM, in the translation of its financial statements and changed, on December 31, 2015,statements. On May 19, 2017, the rate from SICAD—Sistema Complementario de Administración de Divisas to SIMADI—Sistema Marginal de Divisas, dueVenezuelan Central Bank issued a Foreign Exchange Regulation No. 38, which set forth changes to the fact that currently thisVenezuelan foreign exchange markets and regulated the legally recognized different types of exchange rates: a) DIPRO –Tipo de Cambio Protegido (Exchange Protected): Bolivar (“VEF”) is traded at an exchange rate of 9.975 VEF/US$ for purchase and 10.00 VEF/US$ for sale. This rate is applied to importation of essential goods (medicines and food) and raw materials and inputs related to the one that most closely matches the best expressionproduction of the Venezuelan economy. SIMADI:these sectors, which transactions are channeled through CENCOEX –Centro Nacional de Comercio Exterior en Venezuela; b) DICOM: Bolivar iswas traded at the variable exchange rate of approximately 1993,345.00 VEF/US$ for sale and 3,336.64 VEF/US$ for purchase in the last auction of 2017. This rate is applied to all unforeseen currency settlement transactions not expressly set forth in the Venezuelan Foreign Exchange Regulation, which transactions are processed through alternative currency markets. Changes in the exchange rates, the currency market on December 31, 2015.Venezuela’s economic and political situation could impact our results. For further detail, see Note 2.r to our consolidated financial statements.
Subscription warrants – indemnification fair value determination.Subscription warrants are valued according to Ultrapar´sUltrapar’s share price (UGPA3) on the effectiveas of each closing date of financial statements, reduced by the dividend yield, once the subscription warrants’ exercise is only possible from 2020 onward, without dividends rights until then. The quantity of shares of the subscription warrants – indemnification is also adjusted according to the variation of the amounts of provisions and of tax, civil and labor risks contingent liabilities, relative to the period before January 31, 2014. For further detail, see Notes 3.a22 and 3031 to our consolidated financial statements. Changes to the significant assumptions used to measure to the fair value, including Ultrapar’s share prices, could impact our results.
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Financial assets. In accordance with IAS 32, IAS 39, and IFRS 7, our Our financial instruments are classified as follows:
We and receivables include cash and banks, trade receivables, dividends receivable, and other trade receivables.
The Company usesour subsidiaries use derivative financial instruments for hedging purposes, applying the concepts described below:
Hedge accounting – cash flow hedge: derivative financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the income statements. The portion of the gain or loss on the hedging instrument that is determined to be effective relating to the effects of exchange rate effect, is recognized directly in equity in accumulated other comprehensive income as “Valuation adjustments” while the ineffective portion is recognized in profit or loss. Gains or losses on the hedging instrument relating to the effective portion of this hedge that had been recognized directly in accumulated other comprehensive income shall be recognized in profit or loss in the period in which the hedged item is recognized in profit or loss or as initial cost ofnon-financial assets, in the same line of the statement that the hedged item is recognized. The hedge accounting shall be discontinued when (i) the Company cancels the hedging relationship; (ii) the hedging instrument expires; and (iii) the hedging instrument no longer qualifies for hedge accounting. When hedge accounting is discontinued, gains and losses recognized in other comprehensive income in equity are reclassified to profit or loss in the period which the hedged item is recognized in profit or loss. If the transaction hedged is canceled or is not expected to occur, the cumulative gains and losses in other comprehensive income in equity shall be recognized immediately in profit or loss.
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The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:
The fair value of other financial investments and financing was determined using calculation methodologies commonly used formark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates asat the date of December 31, 2015 and 2014.the reporting period. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.
The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realizable in the current market. Changes in the significant assumptions used to measure the fair value of financial assets and liabilities could impact our results.
For further detail on financial instruments of the Company, see Notes 4, 14 and 3031 to our consolidated financial statements.
Financial liabilities. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amortized cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments, subscription warrants, and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – Fair Value Hedge to our consolidated financial statements). The financial liabilities at amortized cost are stated at the initial transaction amount plus related charges and transaction costs, net of amortization.amortization and transaction costs. The charges are recognized in profit or loss using the effective interest rate method.
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Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt, are allocated to the instrument and amortized to profit or loss over its term, using the effective interest rate method (see Note 14.j to our consolidated financial statements). Transaction costs incurredChanges in the significant assumptions used to measure the fair value of financial assets and directly attributable to the issue of shares or other equity instruments are recognized in equity and are not amortized.liabilities could impact our results.
Post-employment benefits. WeThe Company and its subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of FGTS, and health, dental care, and life insurance plan for eligible retirees. The amounts related to such benefits were determined based on a valuation conducted by an independent actuarythe management and are recognized in the financial statements in accordance with IAS 19 (Revised 2011).
Significant actuarial assumptions adopted include:
Economic factors
| 2015 | 2014 | 2017 | 2016 | |||||||||
| % p.a. | % p.a. | % per year | % per year | |||||||||
Discount rate for the actuarial obligation at present value | 12.7 | 11.8 | 9.51 | 11.46 | ||||||||
Average projected salary growth rate | 9.0 | 8.4 | 8.38 | 8.90 | ||||||||
Inflation rate (long term) | 5.0 | 5.2 | 4.50 | 5.00 | ||||||||
Growth rate of medical services | 9.2 | 9.4 | 8.68 | 9.20 | ||||||||
Demographic factors
For further information on our post-employment benefits, see Note 18.b) to our consolidated financial statements.
Changes to the significant actuarial assumptions could impact our results.
Adoption of the Pronouncements Issued by IFRS as issued by the IASB. The Company and its subsidiaries disclosed the relevant information, known or reasonably estimated to the possible impacts on the adoption of IFRS 9 and IFRS 15 that were available in the preparation of these financial statements, and are subject to change until the first complete financial statements with the initial adoption are disclosed in 2018. For further detail, see Note 2.y to our consolidated financial statements.
Standards and criteria adopted in preparing the information
The consolidated financial information presented below was prepared based on the consolidated financial statements as of and for the years ended December 31, 2015, 20142017, 2016 and 2013,2015, which were prepared in accordance with IFRS. Ultrapar’s financial information is presented on a consolidated basis. Financial information relating to Ultragaz, Ipiranga, Oxiteno, Ultracargo and Extrafarma is presented on an individual basis and does not reflect elimination of intercompany transactions. See “Presentation of Financial Information.” Accordingly, the sum of individual financial information of Ultrapar’s subsidiaries may not correspond to the consolidated financial information of Ultrapar.
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The reconciliation of the EBITDA starting from the net income is presented below:
R$ million | 2015 | 2014 | 2013 | |||||||||
Net income for the year | 1,513.0 | 1,251.2 | 1,228.7 | |||||||||
(+) Income and social contribution taxes | 734.3 | 573.5 | 572.7 | |||||||||
(+) Net financial expenses | 703.3 | 445.4 | 337.6 | |||||||||
(+) Depreciation and amortization | 1,002.6 | 887.8 | 778.9 | |||||||||
EBITDA(1) | 3,953.3 | 3,157.9 | 2,918.0 | |||||||||
Results of operations
The following discussion of our results of operations is based on the financial information derived from our consolidated financial statements prepared in accordance with IFRS.
Year ended December 31, 20152017 compared to the year ended December 31, 2014.2016.
The following table shows a summary of our results of operations for the years ended December 31, 20152017 and 2014:2016:
| Year ended December 31, 2015 | % of net revenue from sales and services | Year ended December 31, 2014 | % of net revenue from sales and services | Percent change 2015- 2014 | Year ended December 31, 2017 | % of net revenue from sales and services | Year ended December 31, 2016 | % of net revenue from sales and services | Percent change 2017— 2016 | |||||||||||||||||||||||||||||||
| (R$ million) | (R$ million) | |||||||||||||||||||||||||||||||||||||||
Net revenue from sales and services | 75,655.3 | 100 | % | 67,736.3 | 100 | % | 12 | % | 80,007.4 | 100 | % | 77,353.0 | 100 | % | 3 | % | ||||||||||||||||||||||||
Cost of products and services sold | (68,933.7 | ) | -91 | % | (62,304.6 | ) | 92 | % | 11 | % | (72,735.8 | ) | -91 | % | (70,342.7 | ) | -91 | % | 3 | %�� | ||||||||||||||||||||
Gross profit | 6,721.6 | 9 | % | 5,431.7 | 8 | % | 24 | % | 7,271.6 | 9 | % | 7,010.2 | 9 | % | 4 | % | ||||||||||||||||||||||||
Selling, marketing, general and administrative expenses | (3,837.9 | ) | -5 | % | (3,289.0 | ) | -5 | % | 17 | % | (4,461.8 | ) | -6 | % | (4,097.4 | ) | -5 | % | 9 | % | ||||||||||||||||||||
Other operating income, net | 50.6 | 0 | % | 106.9 | 0 | % | -53 | % | 59.4 | 0 | % | 199.0 | 0 | % | -70 | % | ||||||||||||||||||||||||
Income from disposal of assets | 27.3 | 0 | % | 37.0 | 0 | % | -26 | % | ||||||||||||||||||||||||||||||||
Operating income | 2,961.5 | 4 | % | 2,286.6 | 3 | % | 30 | % | ||||||||||||||||||||||||||||||||
Financial results | (703.3 | ) | -1 | % | (445.4 | ) | -1 | % | 58 | % | ||||||||||||||||||||||||||||||
Gain (loss) on disposal of property, plant and equipment and intangibles | (2.2 | ) | 0 | % | (6.1 | ) | 0 | % | -63 | % | ||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of joint ventures and associates | 2,866.9 | 4 | % | 3,105.7 | 4 | % | -8 | % | ||||||||||||||||||||||||||||||||
Net financial expenses | (474.3 | ) | -1 | % | (842.6 | ) | -1 | % | -44 | % | ||||||||||||||||||||||||||||||
Income and social contribution taxes | (734.3 | ) | -1 | % | (573.5 | ) | -1 | % | 28 | % | (839.4 | ) | -1 | % | (700.0 | ) | -1 | % | 20 | % | ||||||||||||||||||||
Share of profit (loss) of joint ventures and associates | (10.9 | ) | 0 | % | (16.5 | ) | -1 | % | -34 | % | 20.7 | 0 | % | 7.5 | 0 | % | 176 | % | ||||||||||||||||||||||
Net income | 1,513.0 | 2 | % | 1,251.2 | 2 | % | 21 | % | 1,573.9 | 2 | % | 1,570.6 | 2 | % | 0 | % | ||||||||||||||||||||||||
Net income attributable to: | ||||||||||||||||||||||||||||||||||||||||
Shareholders of Ultrapar | 1,503.5 | 2 | % | 1,241.6 | 2 | % | 21 | % | 1,574.3 | 2 | % | 1,561.6 | 2 | % | 1 | % | ||||||||||||||||||||||||
Non-controlling shareholders of the subsidiaries | 9.5 | 0 | % | 9.7 | 0 | % | -1 | % | (0.4 | ) | 0 | % | 9.0 | 0 | % | -105 | % | |||||||||||||||||||||||
EBITDA(1) | 3,953.3 | 5 | % | 3,157.9 | 5 | % | 25 | % | ||||||||||||||||||||||||||||||||
Depreciation and amortization | 1,002.6 | 1 | % | 887.8 | 1 | % | 13 | % | ||||||||||||||||||||||||||||||||
The following table shows our EBITDA and depreciation and amortization for the years ended December 31, 2017 and 2016:
| Year ended December 31, 2017 | % of net revenue from sales and services | Year ended December 31, 2016 | % of net revenue from sales and services | Percent change 2017— 2016 | ||||||||||||||||
| (R$ million) | ||||||||||||||||||||
EBITDA(1) | 4,063.5 | 5 | % | 4,216.7 | 5 | % | -4 | % | ||||||||||||
Depreciation and amortization | 1,176.0 | 1 | % | 1,103.5 | 1 | % | 7 | % | ||||||||||||
| (1) | See footnote |
Net revenue from sales and services. Ultrapar’s net revenue from sales and services increased 12%3%, from R$67,736.377,353.0 million in 20142016 to R$75,655.380,007.4 million in 2015.2017. Ultrapar’s net revenue from sales and services generally includes revenues from fuel and gas sales by UltragazIpiranga and Ipiranga,Ultragaz, respectively, pharmaceutical products sales by Extrafarma, specialty chemicals sales by Oxiteno and liquid bulk storage services provided by Ultracargo, reduced by sales taxes such as ICMS, PIS and COFINS and by discounts and sales returns.
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The following table shows the change in net revenue from sales and services for each of our businesses:
| 2015 | 2014 | Percent change 2015- 2014 | ||||||||||
| (R$ million) | ||||||||||||
Ipiranga | 65,349.8 | 58,830.1 | 11 | % | ||||||||
Oxiteno | 4,082.5 | 3,413.6 | 20 | % | ||||||||
Ultragaz | 4,621.2 | 4,091.3 | 13 | % | ||||||||
Ultracargo | 315.5 | 346.5 | -9 | % | ||||||||
Extrafarma(1) | 1,336.3 | 1,101.3 | 21 | % | ||||||||
| 2016 | 2017 | Percent change 2017-2016 | ||||||||
| (R$ million) | ||||||||||
Ipiranga | 66,407.3 | 67,730.9 | 2% | |||||||
Oxiteno | 3,700.7 | 3,957.6 | 7% | |||||||
Ultragaz | 5,365.5 | 6,069.3 | 13% | |||||||
Ultracargo | 355.4 | 438.4 | 23% | |||||||
Extrafarma | 1,578.2 | 1,869.5 | 18% | |||||||
Ipiranga’s net revenue from sales and services increased by 11%2%, from R$58,830.166,407.3 million in 20142016 to R$65,349.867,730.9 million in 2015,2017, mainly due to (i) the rise onan increase in diesel and gasoline refinery prices, charged by Petrobraswhich were more frequently adjusted to reflect international benchmark prices in November 20142017 (See “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and September 2015, as well asRegulatory Overview — The role of the Brazilian government”), (ii) the increase of CIDE, PISin taxes levied on gasoline, diesel and ethanol (PIS and COFINS taxestaxes) from June 2017 (See “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview — The role of the Brazilian government”), (iii) the greater share of gasoline in the 2017 sales breakdown from 36.1% in 2016 to 37.5% in 2017, and diesel as from February 2015, impacting ethanol costs, and (ii)(iv) the strategy of constant innovation in services and convenience, in the service station, generating greaterimproved customer satisfaction and loyalty. Ipiranga’s sales volume in 2015 slightly increased by 0.4%,2017 remained almost stable compared to total sales in 2016, from 25,61423,507 thousand cubic meters in 20142016 to 25,72523,458 thousand cubic meters in 2015.2017. In 2015,2017, Ipiranga reported an increase of 1% in sales volume of gasoline, ethanol and natural gas for vehicles (Otto cycle) increased by 2% from 2014, as a result of an estimated 3% growth of the light vehicles fleet and investments made in new service stations and conversion of unbranded service stations, partially offsetinfluenced by the effects of higher unemployment rates overcar fleet expansion (+1%). In line with the year and the consequent impact on household consumption. In 2015, the totaleconomy’s performance, diesel volume of diesel decreased by 2% compared to 2014 due toyear on year, despite growth in the weak performancesecond half of the economy.2017.
Oxiteno’s net revenue from sales and services increased by 20%7%, from R$3,413.63,700.7 million in 20142016 to R$4,082.53,957.6 million in 2015, as2017, largely due to the increased sales volume. On the other hand, the increase in Oxiteno’s net revenue was partially offset by a result of (i)9% decrease in the 42% weakeraverageReal-U.S. dollar exchange rate (from R$3.49 per US$1.00 in 2016 to R$3.19 per US$ in 2017), due to the fact that Oxiteno’s sales are highly influenced by the foreign exchange rate, with the depreciationappreciation effectively increasingdecreasing Oxiteno’s net revenue in Reais, and (ii) its continuing strategic focus on specialty chemicals. The increase in Oxiteno’s net revenue was partially offset by the lower sales volume and the decrease in the prices of main raw materials.. Sales volume of specialty chemicals decreased by 8%,sold at Oxiteno grew 7% in 2017, from 673738 thousand tons in 20142016 to 618790 thousand tons in 2015, mainly2017, primarily as a result of 16% and 5% increases in the volumes of commodities and specialty chemicals, respectively, reflecting increased demand from United States due topre-marketing sales in preparation for the effectsstart of the Brazilian economy slowdown, resultingnew plant in Pasadena, along with a 7% decreasegrowth of volume sold in total volume compared to 2014.Brazil as a result of the recovery of Brazil’s economy.
Ultragaz’s net revenue from sales and services increased by 13%, from R$4,091.35,365.5 million in 20142016 to R$4,621.26,069.3 million in 2015,2017, mainly due to (i) the increase on LPG refinery prices, charged by Petrobras for use in the cost of bottled and bulk segmentLPG at refineries, which were more frequently adjusted to reflect international benchmark prices in December 2014, September 20152017 (See “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Industry and December 2015,Regulatory Overview — The role of the Brazilian government”), and (ii) Ultragaz’s differentiation and innovation strategy. The lower share of bulk LPG in the sales mix partly offset the revenues growth. Ultragaz’s sales volume decreased by 1%, from 1,760 thousand tons in 2016 to 1,746 thousand tons in 2017. Despite the stable sales volume in the bottled segment in September 2015. Ultragaz’s sales volume decrease 1%, from 1,711 thousand tons in 2014 to 1,697 thousand tons in 2015, mainlyLPG category, due to investments to add new resellers, the economy slowdown in bulk segment, partially offsetcategory posted a 3% reduction, explained primarily by the captureloss of newsome customers to natural gas and the planned reduction in the residential and small- and medium-sized companies segments and condominiums and the 1% growth in bottled segment.LPG demand by an industrial client.
Ultracargo’s net revenue from sales and services decreasedincreased by 9%23%, from R$346.5355.4 million in 20142016 to R$315.5438.4 million in 2017, due to increased volumes of fuel handled in Ultracargo’s terminals leading to increased average storage volumes, improved productivity and the partial return to operations in June 2017 of 67.5 thousand m3 out of 151.5 thousand m3 in Santos that had been shut down since April 2015 incident. Average storage posted an increase of 8% in 2017, due mainly to an increase in the volume of fuels handling at the Santos, Suape and Itaqui terminals, explained primarily by the partial resumption of activities in its Santos terminal in 2017 and the higher demand for fuel handling at Brazilian ports.
Extrafarma’s net revenue from sales increased by 18%, from R$1,578.2 million in 2016 to R$1,869.5 million in 2017, mainly due to the partial stoppage of the Santos terminal as a result of the fire accident occurred in the beginning of April. Average storage had an 8% reduction over 2014, mainly as a result of the partial stoppage of the Santos terminal offset by the increased demand of fuels in Suape and Aratu.
Extrafarma’s net sales and services grew by 21%, from R$1,101.3 million in 2014 to R$1,336.3 million in 2015, due to the higher average number of stores and a 10% increase in same storeretail sales excluding mobile phones (sales in stores with more than 12 months). Extrafarma ended the year with 14% growth compared to 2014resulting from an increase in the average number of stores comparedcoupled with 10% growth in same store sales (corresponding to sales in stores that have been operating for more than 12 months). This growth was partly offset by a growth17% decrease in mobile phones revenues, and lower revenues from the wholesale business. Extrafarma opened 100 new stores and closed 21 stores in 2017, resulting in a 25% expansion of 8% Abrafarma, gaining two positions when compared to December 2014 in the Abrafarma ranking, ending the year in 6th position.network, with a net of 79 new stores.
Cost of products and services sold. Ultrapar’s cost of products and services sold increased by 11%2%, from R$62,304.670,342.7 million in 20142016 to R$68,933.772,735.8 million in 2015. Our2017. Ultrapar main costs of products and services sold are related to the purchase of raw materials,goods for resale, including diesel, gasoline and ethanol for Ipiranga, ethylene for Oxiteno, LPG for Ultragaz and pharmaceutical products for Extrafarma, and raw material, substantially the ethylene for Oxiteno, and depreciation and amortization.
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The following table shows the change in cost of products and services sold for each of our businesses:
| 2015 | 2014 | Percent change 2015- 2014 | ||||||||||
| (R$ million) | ||||||||||||
Ipiranga | 61,236.8 | 55,338.9 | 11 | % | ||||||||
Oxiteno | 2,809.8 | 2,624.7 | 7 | % | ||||||||
Ultragaz | 3,884.6 | 3,478.5 | 12 | % | ||||||||
Ultracargo | 151.9 | 141.9 | 7 | % | ||||||||
Extrafarma(1) | 900.9 | 752.4 | 20 | % | ||||||||
| 2016 | 2017 | Percent change 2017-2016 | ||||||||
| (R$ million) | ||||||||||
Ipiranga | 61,877.4 | 63,003.0 | 2% | |||||||
Oxiteno | 2,781.7 | 3,199.5 | 15% | |||||||
Ultragaz | 4,467.2 | 5,095.6 | 14% | |||||||
Ultracargo | 199.0 | 218.5 | 10% | |||||||
Extrafarma | 1,071.9 | 1,277.6 | 19% | |||||||
Ipiranga’s cost of products and services sold increased by 11%2%, from R$55,338.961,877.4 million in 20142016 to R$61,236.863,003.0 million in 2015,2017, due mainly due to shifts in the increases incosts of diesel and gasoline, costswhich were more frequently adjusted by Petrobrasproducers to reflect international benchmark prices in 2017 and to the increase of CIDE taxin taxes levied on such costsgasoline, diesel and higher sales volume.ethanol (PIS and COFINS taxes) starting from June 2017.
Oxiteno’s cost of products and services sold had a 7% increaseincreased 15% compared to 2014,2016, from R$2,624.72,781.7 million in 20142016 to R$2,809.83,199.5 million in 2015,2017, due mainly due(i) to the 42% weakerReal against the U.S. dollar, which increased our costs denominated or linked to the U.S. dollar, particularly variablehigher sales volume, (ii) costs associated with raw materials such as the ethylene. The increaselengthy stoppage of the Oleoquímica plant due to technical problems in Oxiteno’s costthe restarting of productsthe plant, and services sold was(iii) increasedpre-operational costs (mainly personnel, maintenance and tax property) in preparation for the start of the new Pasadena plant, partially offset by a 22% reduction in unit variable costs in dollars (calculated as Oxiteno’s variable cost9% appreciation of products and services sold in dollars divided by the volume of products sold) and a decrease in sales volume.BrazilianReal.
Ultragaz’s cost of products and goods sold was 12% higher than in 2014,increased 14%, from R$3,478.54,467.2 million in 20142016 to R$3,884.65,095.6 million in 2015,2017, due mainly to the increase in thehigher cost of LPG for useat refineries, which were more frequently adjusted to reflect international benchmark prices in the bottled and bulk segments by Petrobras and the effects of a 10.7% inflation rate (as measured by the IPCA) on personnel expenses.2017.
Ultracargo’s cost of services sold increased by 7%10%, from R$141.9199.0 million in 20142016 to R$151.9218.5 million in 2015, maily as a result ofthe effects of a 10.7% inflation rate (as measured by2017, due mainly to higher payroll and materials costs, in line with the IPCA), mainly on personnel expenses.increased storage volumes.
The cost of products sold by Extrafarma increased by 20%19%, from R$752.41,071.9 million in 20142016 to R$900.91,277.6 million in 2015,2017, due mainly to increasedthe greater sales volume and the annual adjustment in themedicine prices of medicines, setas authorized by the Medicine Market Regulation Chamber for the Regulation of the Medical Pharmaceuticals Market (CMED) by 3%.
Gross profit. For the reasons described above, Ultrapar’s gross profit increased by 24%4%, from R$5,431.77,010.2 million in 20142016 to R$6,721.67,271.6 million in 2015,2017, as a result of the increased gross profit in all businesses units, except in Ultracargo.Ipiranga, Ultragaz, Ultracargo and Extrafarma. Ipiranga’s gross profit increased by 4%, from R$4,529.9 million in 2016 to R$4,727.9 million in 2017. Oxiteno’s gross profit decreased by 18%, from R$3,491.1919.0 million in 20142016 to R$4,113.0758.1 million in 2015. Oxiteno’s gross profit increased by 61%, from R$788.9 million in 2014 to R$1,272.7 million in 2015.2017. Ultragaz’s gross profit increased by 20%8%, from R$612.7898.3 million in 20142016 to R$736.7973.8 million in 2015.2017. Ultracargo’s gross profit decreasedincreased by 20%41%, from R$204.5156.4 million in 20152016 to R$163.6219.9 million in 2015, due to the fire that occurred in Santos in April 2015.2017. Extrafarma’s gross profit increased by 25%17%, from R$349.0506.3 million in 20142016 to R$435.3591.9 million in 2015.2017.
Selling, marketing, general and administrative expenses. Ultrapar’s selling, marketing, general and administrative (“SG&A”) expenses generally include personnel, delivery, freight, marketing and depreciation and amortization expenses. Ultrapar’s SG&A expenses increased by 17%9%, from R$3,289.04,097.4 million in 20142016 to R$3,837.94,461.8 million in 2015.2017.
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The following table shows the changechanges in SG&A expenses for each of our businesses:
| 2015 | 2014 | Percent change 2015- 2014 | 2016 | 2017 | Percent change 2017-2016 | |||||||||||||||||
| (R$ million) | (R$ million) | |||||||||||||||||||||
Ipiranga | 2,087.2 | 1,871.1 | 12 | % | 2,257.6 | 2,431.3 | 8% | |||||||||||||||
Oxiteno | 690.8 | 522.7 | 32 | % | 616.4 | 668.0 | 8% | |||||||||||||||
Ultragaz | 525.4 | 444.2 | 18 | % | 615.5 | 630.6 | 2% | |||||||||||||||
Ultracargo | 100.6 | 94.1 | 7 | % | 99.7 | 112.8 | 13% | |||||||||||||||
Extrafarma | 427.5 | 332.5 | 29 | % | 511.1 | 622.7 | 22% | |||||||||||||||
Ipiranga’s SG&A expenses increased by 12% compared to 2014,8% in 2017, from R$1,871.12,257.6 million in 20142016 to R$2,087.22,431.3 million in 2015 mainly2017, due to (i) an increase in freight expenses, (ii) increased expenses with projects and strategic initiatives, particularly those relating to the lubricants joint venture with Chevron, and (iii) costs incurred in connection with the expansion of the distribution network, (ii) higher freight expenses mainly due to the rise in diesel costsservice stations and (iii) higher expenses with variable compensation, in line with the earnings progression.franchise networks.
Oxiteno’s SG&A expenses increased by 32% compared to 2014,8% in 2017, from R$522.7616.4 million in 20142016 to R$690.8668.0 million in 2015 mainly2017, due to (i) higher freight expenses resulting from the greater volumes sold andpre-operating expenses (mainly personnel, advertising and marketing and expenses with variable compensation,studies and projects) in line withpreparation for the earnings progression, (ii) the effectsstart of the weakerReal on expenses with logistics and international units, and (iii) the effects of a 10.7% inflation rate (as measured by the IPCA).new Pasadena plant.
Ultragaz’s SG&A expenses increased by 18% compared to 2014,2% in 2017, from R$444.2615.5 million in 20142016 to R$525.4630.6 million in 2015 mainly due to (i) higher expenses with variable compensation, in line with the earnings progression, (ii)2017, as result of the effects of a 10.7%2.9% inflation rate (as measured(measured by the IPCA) on expenses, and (iii) higher expenses with advertising and marketingwhich was partially offset by newcost-cutting initiatives in the relaunch campaign of the Ultragaz brand, highlighting the attributes of its current strategy focused on convenience and services for consumers.recent years.
Ultracargo’s SG&A expenses increased by 7%13% in 2015,2017, from R$94.199.7 million in 20142016 to R$100.6112.8 million in 2015, excluding2017, due mainly to (i) increased payroll expenses related to the fireresulting from additional personnel, annual salary adjustment and increased variable compensation in the Santos terminal referred to below under “Otherline with operating results”.indicators growth, and (ii) increased costs incurred with consultancies and legal advice.
Extrafarma’s SG&A expenses increased by 29%22% in 2015,2017, from R$332.5511.1 million in 20142016 to R$427.5622.7 million in 20152017, mainly due to (i) the 14%23% increase in the average number of stores (ii)and R$6 million to expenses resulting from the inclusiontransfer of expenses for the structuring for a more accelerated growth during 2014, (iii) the beginning of the operation of the newits distribution center from Belém to Benevides, and indemnity expenses with dismissals incurred in the first quarter of Ceará at the end of 2014, and (iv) due to the effects of a 10.7% inflation rate (as measured by the IPCA) on expenses,2017, partially offset by lower integration expenses.initiatives to increase efficiency.
Other operating income, net.Other operating income, net is mainly composed of merchandising fees from Ipiranga’s suppliers. Ultrapar’s other operating income, net decreased from R$106.9199.0 million in 20142016 to R$50.659.4 million in 2015,2017, mainly as a resultdue to (i) Ultracargo with the effects of the expansionApril 2015 fire in Ipiranga’s operations, partially offset bySantos, with a positive impact of R$68 million in 2016 resulting mainly from recovery from insurers, and a negative impact of R$39 million in 2017 resulting from expenses relatedrelating to the fireaccident; and (ii) Ultragaz with the negative impact of the Cease and Desist Agreement entered into in the terminal Ultracargo in Santos,November 2017 with CADE, which resulted in expensesgenerated an expense of R$92.0 million in 2015.84 million.
Income from disposal of assets.Ultrapar’s income from disposal of assets is mainly composed of the sale of real estate at Ipiranga in both years and decreasedincreased from net expenses of R$37.06.1 million in 20142016 to a net expense of R$27.32.2 million in 2015.2017, or an increase of 63%.
Operating income before financial income (expenses) and share of profit of joint ventures and associates. For the reasons described above, Ultrapar’s operating income before financial income (expenses) and share of profit of joint ventures and associates increaseddecreased by 30%8%, from R$2,286.63,105.7 million in 20142016 to R$2,961.52,866.9 million in 2015,2017, as a result of the increaseddecreased operating income before financial income (expenses) and share of profit of joint ventures and associates in Ipiranga, Oxiteno, Ultragaz, Ultracargo and Ultragaz.Extrafarma. Ipiranga’s operating income before financial income (expenses) and share of profit of joint ventures and associates increased by 23%1%, from R$1,758.12,383.6 million in 20142016 to R$2,154.62,418.5 million in 2015.2017. Oxiteno’s operating income before financial income (expenses) and share of profit of associates increaseddecreased by 119%54%, from R$264.2308.2 million in 20142016 to R$579.5140.3 million in 2015.2017. Ultragaz’s operating income before financial income (expenses) and share of profit of associates increaseddecreased by 27%7%, from R$169.0288.4 million in 20142016 to R$213.9269.1 million in 2015.2017. Ultracargo’s operating income before financial income (expenses) and share of profit of joint ventures and associates decreased by 114%41%, from profit of R$117.3127.9 million in 20142016 to loss of -R$16.1R$74.9 million in 2015.2017. Extrafarma’s operating income before financial income (expenses) and share of profit of joint ventures and associates decreased by 71%561%, from operating loss of R$16.95.6 million in 20142016 to operating loss of R$5.036.9 million in 2015.2017.
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Net financial expenses. Net financial expenses include mainly income and expenses from (i) interest on financial investments and financingsfinancing and (ii) exchange rate variation. Ultrapar’s net financial expenses increaseddecreased by 58%44%, from R$445.4842.6 million in 20142016 to R$703.3474.3 million in 2015,2017, mainly due to (i) higherthe lower average CDI rates during the period (9.9% in 2017 compared to 14.0% in 2016), and (ii) foreign exchange rate effects during the higherperiod, which were partially offset by an increase in net debt in line with the growth(from R$5,715.3 million as of the company, (iii) the exchange rate fluctuations in the period and (iv) PIS and COFINS contributions on financial revenueDecember 31, 2016 to R$7,220.7 million as from July.of December 31, 2017). Ultrapar’s net debt to EBITDA ratio was 1.2 at the end1.78x as of 2015,December 31, 2017, compared with 1.3 at the end1.36x as of 2014.December 31, 2016.
As of December 31, 2015,2017, Ultrapar’s gross debt was R$8,901.613,590.6 million and its net debt was R$4,928.47,220.7 million, compared to gross debt of R$8,375.211,417.1 million and net debt of R$3,975.15,715.3 million onas of December 31, 2014.2016. See footnote 8 under “Item 3.A. Key Information — Selected Consolidated Financial Data” for a more completedetailed discussion of net debt and its reconciliation to information in our financial statements, as well as Notes 4, 14 and 3031 to our consolidated financial statements.
Income and social contribution taxes. Ultrapar’s income and social contribution taxes, net of benefits from income tax exemptions, increased by 28%20%, from R$573.5700.0 million in 20142016 to R$734.3839.4 million in 2015, mainly as a result of an increase in pre-tax income due to the increase in Ultrapar’s operational income.2017.
Net income for the year. Ultrapar’s net income for 20152017 reached R$1,513.01,573.9 million, a 21% increase in net incomewhich was stable compared to 2014,R$1,570.6 million for 2016, mainly due to the EBITDA growth betweenlower financial expenses incurred during the periods,period, partially offset by the increasedecrease in operating income before financial expensesincome (expenses) and share of profit of joint ventures and associates between the periods, and higher expensesamortization and costs with depreciation, and amortization costs, as a result of investments made overduring the period.period, all as described above.
EBITDA. Ultrapar’s EBITDA increased 25%decreased 4%, from R$3,157.94,216.7 million in 20142016 to R$3,953.34,063.5 million in 2015,2017, as a result of EBITDA growthdecreases in Ipiranga, Oxiteno, Ultracargo and Ultragaz.Extrafarma.
The reconciliation of the EBITDA starting from the net income is presented below:
R$ million | 2017 | 2016 | 2015 | |||||||||
| Net income for the year | 1,573.9 | 1,570.6 | 1,513.0 | |||||||||
(+) Income and social contribution taxes | 839.4 | 700.0 | 734.3 | |||||||||
(+) Net financial expenses | 474.3 | 842.6 | 703.3 | |||||||||
(+) Depreciation and amortization | 1,176.0 | 1,103.5 | 1,002.6 | |||||||||
EBITDA(1) | 4,063.5 | 4,216.7 | 3,953.3 | |||||||||
| (1) | See footnote 4 under “Item 3.A. Key Information — Selected Consolidated Financial Data” for a more complete discussion of EBITDA and its reconciliation to information in our financial statements. |
The following table shows the changechanges in EBITDA for each of our businesses:segments:
| 2015 | 2014 | Percent change 2015- 2014 | 2016 | 2017 | Percent change 2017-2016 | |||||||||||||||||
| (R$ million) | (R$ million) | |||||||||||||||||||||
Ipiranga | 2,768.8 | 2,288.0 | 21 | % | 3,080.5 | 3,136.5 | 2% | |||||||||||||||
Oxiteno | 739.8 | 403.7 | 83 | % | 458.9 | 294.8 | -36% | |||||||||||||||
Ultragaz | 357.0 | 305.5 | 17 | % | 446.6 | 453.2 | 1% | |||||||||||||||
Ultracargo | 26.3 | 166.9 | -84 | % | 171.2 | 124.1 | -28% | |||||||||||||||
Extrafarma | 28.7 | 29.8 | -4 | % | 37.1 | 24.0 | -35% | |||||||||||||||
| (1) |
Ipiranga reported EBITDA of R$2,768.83,136.5 million in 2015,2017, an increase of 21%2% compared to 2014, primarily2016, in line with the revenues growth due mainly to (i) the strategy of constant innovation in services and convenience ininnovation at service stations, generating greater customer satisfaction and loyalty, (ii) increasedimproved sales volume in Otto cycle, and (iii) effectsmix with a bigger share of import and inventory gains resulting from the economic adjustmentsgasoline in the Brazilian fuels market.mix (from 36.1% in 2016 to 37.5% in 2017).
Oxiteno reported EBITDA of R$739.8294.8 million, an 83% increasea 36% decrease compared to 2014,2016, despite the increase in total volumes. The reduction is due mainly due(i) to the effectR$ 0.30/US$ appreciation of a weakerthe average price of the Brazilian Real against U.S. dollar and its strategic focus on specialty chemicals, partially offset by lower sales volume. Oxiteno’s unit EBITDA reached US$306/ton in 2015, compared to a unit EBITDA2017, (ii) higher volatility of US$ 220/ton in 2014.certain raw materials prices, (iii) the lengthy stoppage of the Oleoquímica plant, and(iv) pre-operational costs at the new Pasadena plant.
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Ultragaz’s EBITDA totaled R$357.0453.2 million, 17%1% higher than 2014, mainly due2016, as a result of (i) costs and expenses cutting initiatives, (ii) commercial strategies intended to capture new customers and resellers, and (iii) the company’s commercial initiatives, speciallydifferentiation and innovation strategy. If the above-mentioned R$84 million contingency expense in capturing residential and small- and medium-sized companies and condominiums, as well as the expansion of its resellers.2017 is not considered, Ultragaz EBITDA posted a 20% growth.
Ultracargo’s EBITDA totaled R$26.3124.1 million in 2015, an 84%2017, a 28% decrease mainlycompared to 2016, due to recoveries against insurance claims in 2016, without corresponding effects in 2017, partially offset by increased cargo handling volumes. See “Item 4.A. Information on the lower handling, due to the partial stoppageCompany — History and Development of the Santos terminal and its fire related expenses. Excluding Santos operations, other Ultracargo’s terminals reported an EBITDA of R$92.9 million, a 5% decrease mainly due to the effects of economy slowdown on handling of chemicals.Company — Ultracargo – Fire at storage facilities in Santos.”
Extrafarma reported EBITDA of R$28.724.0 million, a 4%35% decrease as compared to 2014, due to expenses related to the initiatives for a more accelerated growth, including the beginning2016, because of the operationincreased number of maturing stores, which went from 45% of the newchain in 2016 to 55% in 2017, and R$11 million expenses incurred in connection with the transfer of the distribution center of Ceará and the increased of new drugstores openings, the benefits of which are expectedfrom Belém to be generated in the next years,Benevides. This decrease was partially offset by the increased in same store sales.strategic and commercial initiatives intended to reduce costs and increase efficiency.
For a reconciliation of our EBITDA and the EBITDA of Ipiranga, Oxiteno, Ultragaz, Ultracargo and Extrafarma to information in our financial statements, see footnote 74 under “Item 3.A. Key Information — Selected Consolidated Financial Data.”
Year ended December 31, 20142016 compared to the year ended December 31, 2013.2015.
The following table shows a summary of our results of operations for the years ended December 31, 20142016 and 2013:2015:
| Year ended December 31, 2014 | % of net revenue from sales and services | Year ended December 31, 2013 | % of net revenue from sales and services | Percent change 2014- 2013 | Year ended December 31, 2016 | % of net revenue from sales and services | Year ended December 31, 2015 | % of net revenue from sales and services | Percent change 2016 – 2015 | |||||||||||||||||||||||||||||||
| (R$ million) | (R$ million) | |||||||||||||||||||||||||||||||||||||||
Net revenue from sales and services | 67,736.3 | 100 | % | 60,940.2 | 100 | % | 11 | % | 77,353.0 | 100% | 75,655.3 | 100% | 2% | |||||||||||||||||||||||||||
Cost of products and services sold | (62,304.6 | ) | 92 | % | (56,165.4 | ) | 92 | % | 11 | % | (70,342.7 | ) | -91% | (68,933.7 | ) | -91% | 2% | |||||||||||||||||||||||
Gross profit | 5,431.7 | 8 | % | 4,774.9 | 8 | % | 14 | % | 7,010.2 | 9% | 6,721.6 | 9% | 4% | |||||||||||||||||||||||||||
Selling, marketing, general and administrative expenses | (3,289.0 | ) | -5 | % | (2,768.7 | ) | -5 | % | 19 | % | (4,097.4 | ) | -5% | (3,837.9 | ) | -5% | 7% | |||||||||||||||||||||||
Other operating income, net | 106.9 | 0 | % | 97.6 | 0 | % | 10 | % | 199.0 | 0% | 50.6 | 0% | 293% | |||||||||||||||||||||||||||
Income from disposal of assets | 37.0 | 0 | % | 40.3 | 0 | % | -8 | % | ||||||||||||||||||||||||||||||||
Operating income | 2,286.6 | 3 | % | 2,144.0 | 4 | % | 7 | % | ||||||||||||||||||||||||||||||||
Financial results | (445.4 | ) | -1 | % | (337.6 | ) | -1 | % | 32 | % | ||||||||||||||||||||||||||||||
Gain (loss) on disposal of property, plant and equipment and intangibles | (6.1 | ) | 0% | 27.3 | 0% | -122% | ||||||||||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of joint ventures and associates | 3,105.7 | 4% | 2,961.5 | 4% | 5% | |||||||||||||||||||||||||||||||||||
Net financial expenses | (842.6 | ) | -1% | (703.3 | ) | -1% | 20% | |||||||||||||||||||||||||||||||||
Income and social contribution taxes | (573.5 | ) | -1 | % | (572.7 | ) | -1 | % | 0 | % | (700.0 | ) | -1% | (734.3 | ) | -1% | -5% | |||||||||||||||||||||||
Share of profit (loss) of joint ventures and associates | (16.5 | ) | -1 | % | (5.0 | ) | 0 | % | 230 | % | 7.5 | 0% | (10.9 | ) | 0% | -169% | ||||||||||||||||||||||||
Net income | 1,251.2 | 2 | % | 1,228.7 | 2 | % | 2 | % | 1,570.6 | 2% | 1,513.0 | 2% | 4% | |||||||||||||||||||||||||||
Net income attributable to: | ||||||||||||||||||||||||||||||||||||||||
Shareholders of Ultrapar | 1,241.6 | 2 | % | 1,225.1 | 2 | % | 1 | % | 1,561.6 | 2% | 1,503.5 | 2% | 4% | |||||||||||||||||||||||||||
Non-controlling shareholders of the subsidiaries | 9.7 | 0 | % | 3.6 | 0 | % | 170 | % | 9.0 | 0% | 9.5 | 0% | -5% | |||||||||||||||||||||||||||
EBITDA(1) | 3,157.9 | 5 | % | 2,918.0 | 5 | % | 8 | % | ||||||||||||||||||||||||||||||||
Depreciation and amortization | 887.8 | 1 | % | 778.9 | 4 | % | 14 | % | ||||||||||||||||||||||||||||||||
The following table shows our EBITDA and depreciation and amortization for the years ended December 31, 2016 and 2015:
| Year ended December 31, 2016 | % of net revenue from sales and services | Year ended December 31, 2015 | % of net revenue from sales and services | Percent change 2016 – 2015 | ||||||
| (R$ million) | ||||||||||
EBITDA(1) | 4,216.7 | 5% | 3,953.3 | 5% | 7% | |||||
Depreciation and amortization | 1,103.5 | 1% | 1,002.6 | 1% | 10% | |||||
| (1) | See footnote |
Net revenue from sales and services. Ultrapar’s net revenue from sales and services increased 11%2%, from R$60,940.275,655.3 million in 20132015 to R$67,736.377,353.0 million in 2014, mainly as a result of the increased sales volume in all businesses.2016. Ultrapar’s net revenue from sales and services generally includes revenues from fuel and gas sales by UltragazIpiranga and Ipiranga,Ultragaz, respectively, pharmaceutical products sales by Extrafarma, specialty chemicals sales by Oxiteno and liquid bulk storage services provided by Ultracargo, reduced by sales taxes such as ICMS, PIS and COFINS and by discounts and sales returns.
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The following table shows the change in net revenue from sales and services for each of our businesses:
| 2014 | 2013 | Percent change 2014- 2013 | ||||||||||
| (R$ million) | ||||||||||||
Ipiranga | 58,830.1 | 53,384.1 | 10 | % | ||||||||
Oxiteno | 3,413.6 | 3,277.8 | 4 | % | ||||||||
Ultragaz | 4,091.3 | 3,982.3 | 3 | % | ||||||||
Ultracargo | 346.5 | 332.1 | 4 | % | ||||||||
Extrafarma(1) | 1,101.3 | |||||||||||
| 2015 | 2016 | Percent change 2016- 2015 | ||||||||
| (R$ million) | ||||||||||
Ipiranga | 65,349.8 | 66,407.3 | 2% | |||||||
Oxiteno | 4,082.5 | 3,700.7 | -9% | |||||||
Ultragaz | 4,621.2 | 5,365.5 | 16% | |||||||
Ultracargo | 315.5 | 355.4 | 13% | |||||||
Extrafarma | 1,336.3 | 1,578.2 | 18% | |||||||
Ipiranga’s net revenue from sales and services increased by 10%2%, from R$53,384.165,349.8 million in 20132015 to R$58,830.166,407.3 million in 2014,2016, mainly due to (i) 3.5% higher sales volume, (ii) the 5% increase onrise of diesel and gasoline refinery prices of 4.0% and the 3% increase on gasoline refinery prices,6.0%, respectively, charged by Petrobras in November 2014, coupled with an increaseOctober 2015, thereby impacting the price of ethanol, costs, (iii) improved(ii) the greater share of gasoline in the overall sales mix resultingin 2016 from investments33% in the expansion of the service station network, which enabled an increased share of fuels for light vehicles2015 to 36% in 2016, and diesel sold through the reseller segment (sales in service stations), which represented 75% of Ipiranga’s sales volume in 2014, and (iv)(iii) the strategy of constant innovation in service station services and convenience, resulting in the service station, generating greater customer satisfaction and loyalty.loyalty, despite lower sales volumes. Ipiranga’s sales volume in 2014 grew2016 decreased by 3.5%9%, from 24,75825,725 thousand cubic meters in 20132015 to 25,61423,507 thousand cubic meters in 2014. Sales2016. In 2016, sales volume of gasoline, ethanol and natural gas for vehicles increased by 8%(Otto cycle) reported a decrease of 9%, in relation to 2013, mainly as a resultspite of an estimated 6%the effective growth of 2% in the light vehiclesvehicle fleet, reflecting economic conditions, a worsening in employment levels and strong investments made in new service stations andthe increase in the conversionrelative prices of unbranded service stations.fuel compared to household income. In 2014,2016, the total volume of diesel volumes remained stable, with an increase of 3%was also down 9%, mirroring weakness in the reseller segment compared to 2013, which is the result of investments for the expansion of the network, offset by the weak performance of the economy.economy overall.
Oxiteno’s net revenue from sales and services increaseddecreased by 4%9%, from R$3,277.84,082.5 million in 20132015 to R$3,413.63,700.7 million in 2014,2016, largely due to 15% lower average prices in USD, as a resultconsequence of lower international commodities prices and a 9% depreciationgreater share of these products in the sales mix. Decrease in Oxiteno’s net revenue was partially offset by a 5% increase in the averageRealagainst the U.S.-U.S. dollar exchange rate (from R$3.33 per US$1.00 in 2014,2015 to R$3.49 per US$ in 2016), due to the fact that Oxiteno’s sales are highly influenced by the foreign exchange rate, with the depreciation effectively increasing Oxiteno’s net revenue inReais. This and a 2% increase in sales volume. Sales volume sold at Oxiteno was partially offset by2% higher in 2016, from 725 thousand tons in 2015 to 738 thousand tons in 2016, as a less favorableresult of a 17% growth in commodities, as a strategy of increasing efficiency in the use of capacity and dilution in cost of plants, to compensate for the 1% decline in sales mix, with an increased share of commodities and lower international prices of glycols. Sales volume of specialty chemicals, decreased by 2%, from 687 thousand tonsa reflection of weak economic activity in 2013 to 673 thousand tons in 2014, mainly due to the slowdown of the Brazilian economy and the decision to reduce the level of operations in Venezuela since the beginning of 2014, as a result of the limitations in importing raw materials in that country. The reduction in specialty chemicals was offset by the increase of 21% in sales of glycols, and Oxiteno’s total volume sold presented a slight increase compared to 2013.Brazil.
Ultragaz’s net revenue from sales and services increased by 3%16%, from R$3,982.34,621.2 million in 20132015 to R$4,091.35,365.5 million in 2014,2016, mainly due to (i) the increase in the costs of LPG for use in the bottled and bulk category by Petrobras of 15.0% and 11.0%, respectively, in September 2015, 4.0% in the bulk category in December 2015 and 12.0% in the bulk category in December 2016, (ii) higher sales volume sold as a resultdetailed below, (iii) the adoption of differentiation and innovation strategies, and (iv) the increased share of the bulk category in the composition of total sales mix from 31% in 2015 to 32% in 2016. Ultragaz’s sales volume increased by 4%, from 1,697 thousand tons in 2015 to 1,760 thousand tons in 2016, with a 3% growth in the sales volume inLPG bottled segment andcategory, the result of commercial initiatives to increase the numbers of resellers, and 6% growth in the commercial and industrial segments including an improved sales mix, especiallybulk category due to investments in the residential and small- and medium-sized companies segments. Total sales volume grew 1%, from 1,696 thousand tons in 2013 to 1,711 thousand tons in 2014, due to growthcapture of 2% innew customers despite the bottled segment and growth in small- and medium-business and residential condominiums, due to commercial initiatives focused on convenience and services.effects of the slowdown of the economy.
Ultracargo’s net revenue from sales and services increased by 4%13%, from R$332.1315.5 million in 20132015 to R$346.5355.4 million in 2014,2016, mainly due to the increasedincrease in average storage in its liquid bulkand higher average tariffs at the terminals. Average storage grewposted an increase of 3% in 2016, due mainly to greater fuel handling at the Suape and Aratu port terminals, which was partially offset by 3%the temporary stoppage of activities at the Ultracargo terminal in Santos in 2015 due to the fire in April of that year.
Extrafarma’s net revenue from sales increased by 18%, from R$1,336.3 million in 2015 to R$1,578.2 million in 2016, due to a growth in retail sales excluding sales of mobile phones, a reflection of the larger average number of stores. Same store sales excluding sales of mobile phones (sales in stores that have been in operation more than 12 months) increased 20% in 2016, which was partially offset by the weak performance of the economy, which saw mobile phone sales decrease by 30% in 2016. Extrafarma ended the year with 24% growth (corresponding to the addition of 61 stores) compared with 2013, driven by higher demandto 2015, compared to a growth of fuel oil for thermoelectric plants and automotive fuels, which were possible by investments in additional storage capacity made in recent years.
As a result8% of Extrafarma Transaction, Extrafarma added R$1,101.3 million to Ultrapar’s net revenues in 2014.ABRAFARMA.
Cost of products and services sold. Ultrapar’s cost of products and services sold increased by 11%2%, from R$56,165.468,933.7 million in 20132015 to R$62,304.670,342.7 million in 2014, as a result of the increased sales volume of all businesses and unit costs of products. Our2016. Ultrapar main costs of products and services sold are related to the purchase of raw materials,goods for resale, including diesel, gasoline and ethanol for Ipiranga, ethylene for Oxiteno, LPG for Ultragaz and pharmaceutical products for Extrafarma, and raw material, substantially the ethylene for Oxiteno, and depreciation and amortization.
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The following table shows the change in cost of products and services sold for each of our businesses:
| 2014 | 2013 | Percent change 2014- 2013 | ||||||||||
| (R$ million) | ||||||||||||
Ipiranga | 55,338.9 | 50,190.2 | 10 | % | ||||||||
Oxiteno | 2,624.7 | 2,479.5 | 6 | % | ||||||||
Ultragaz | 3,478.5 | 3,398.2 | 2 | % | ||||||||
Ultracargo | 141.9 | 133.8 | 6 | % | ||||||||
Extrafarma(1) | 752.4 | |||||||||||
| 2015 | 2016 | Percent change 2016-2015 | ||||||||
| (R$ million) | ||||||||||
Ipiranga | 61,236.8 | 61,877.4 | 1% | |||||||
Oxiteno | 2,809.8 | 2,781.7 | -1% | |||||||
Ultragaz | 3,884.6 | 4,467.2 | 15% | |||||||
Ultracargo | 151.9 | 199.0 | 31% | |||||||
Extrafarma | 900.9 | 1,071.9 | 19% | |||||||
Ipiranga’s cost of products and services sold increased by 10%1%, from R$50,190.261,236.8 million in 20132015 to R$55,338.961,877.4 million in 2014, mainly2016, due to the 3.5% higher sales volume and the riseincreases in diesel and gasoline costs of 4.0% and 6.0%, respectively, by Petrobras in November 2014October 2015 and consequently, increasedcorrespondingly higher ethanol costs.costs, partially offset by lower sales volume and imported fuels.
Oxiteno’s cost of products and services sold increased by 6%,decreased 1% compared to 2015, from R$2,479.52,809.8 million in 20132015 to R$2,624.72,781.7 million in 2014, mainly2016, due to the 9% depreciation of the averagelower payroll costs offset by (i) higher sales volume, (ii) a 5% weakerReal against the U.S. dollar,, which increased ourOxiteno’s costs denominated or linked to the U.S. dollars,dollar, particularly variable costs associated with raw materials such as ethylene. The increase in Oxiteno’s costthe ethylene and (iii) increased prices of product and services sold was partially offsetcertain raw materials, international prices of palm kernel oil increased by a 4% reduction in unit variable costs in dollars, calculated as Oxiteno’s variable cost of products and services sold in dollars divided by the volume of products sold.45% year on year.
Ultragaz’s cost of products and services sold increased by 2%15%, from R$3,398.23,884.6 million in 20132015 to R$3,478.54,467.2 million in 2014, as a result2016, mainly due to (i) the increase in the costs of (i) increased sales volume,LPG for use in the bottled and bulk category by Petrobras of 15.0% and 11.0%, respectively, in September 2015, 4.0% in the bulk category in December 2015 and 12.0% in the bulk category in December 2016, (ii) the effects of a 6.4% inflation rate (as measured by the IPCA) on costs,higher volumes, and (iii) increased requalification of LPG bottleshigher unit freight costs due to the increase in 2014. These increases were partially offset by cost reduction initiatives implemented over the year, such as the management of freight contracts and the increased automation in bottling facilities.product withdrawals on more distant routes.
Ultracargo’s cost of services sold increased by 6%31%, from R$133.8151.9 million in 20132015 to R$141.9199.0 million in 2014, mainly as a result of increased average storage2016, due to higher costs with payroll, maintenance, insurance and the effects of a 6.4% inflation rate (as measured by the IPCA) on costs, mainly personnel costs.rental expenses in Ultracargo’s terminal.
As a result of Extrafarma Transaction, Extrafarma added R$752.4 million to Ultrapar’s
The cost of products sold by Extrafarma increased by 19%, from R$900.9 million in 2015 to R$1,071.9 million in 2016, due to greater sales volume and services soldthe annual price adjustment in 2014.medicines authorized by the Drugs Market Regulation Chamber (CMED) of 12%.
Gross profit. For the reasons described above, Ultrapar’s gross profit increased by 14%4%, from R$4,774.96,721.6 million in 20132015 to R$5,431.77,010.2 million in 2014,2016, as a result of the increased gross profit in all businesses units, except in Oxiteno.Ipiranga, Ultragaz and Extrafarma. Ipiranga’s gross profit increased by 9%10%, from R$3,194.04,113.0 million in 20132015 to R$3,491.14,529.9 million in 2014.2016. Oxiteno’s gross profit decreased by 1%28%, from R$798.31,272.7 million in 20132015 to R$788.9919.0 million in 2014.2016. Ultragaz’s gross profit increased by 5%22%, from R$584.1736.7 million in 20132015 to R$612.7898.3 million in 2014.2016. Ultracargo’s gross profit decreased by 4%, from R$163.6 million in 2015 to R$156.4 million in 2016. Extrafarma’s gross profit increased by 3%16%, from R$198.3435.3 million in 20132015 to R$204.5506.3 million in 2014. As a result of Extrafarma Transaction, Extrafarma added R$349.0 million to Ultrapar’s gross profit in 2014.2016.
Selling, marketing, general and administrative expenses. Ultrapar’s selling, marketing, general and administrative (“SG&A”) expenses generally include personnel, delivery, freight, marketing and depreciation and amortization expenses. Ultrapar’s SG&A expenses increased by 19%7%, from R$2,768.73,837.9 million in 20132015 to R$3,289.04,097.4 million in 2014.2016.
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The following table shows the changechanges in SG&A expenses for each of our businesses:
| 2014 | 2013 | Percent change 2014- 2013 | ||||||||||
| (R$ million) | ||||||||||||
Ipiranga | 1,871.1 | 1,759.5 | 6 | % | ||||||||
Oxiteno | 522.7 | 486.9 | 7 | % | ||||||||
Ultragaz | 444.2 | 432.4 | 3 | % | ||||||||
Ultracargo | 94.1 | 94.5 | 0 | % | ||||||||
Extrafarma(1) | 332.5 | |||||||||||
| 2015 | 2016 | Percent change 2016-2015 | ||||||||
| (R$ million) | ||||||||||
Ipiranga | 2,087.2 | 2,257.6 | 8% | |||||||
Oxiteno | 690.8 | 616.4 | -11% | |||||||
Ultragaz | 525.4 | 615.5 | 17% | |||||||
Ultracargo | 100.6 | 99.7 | -1% | |||||||
Extrafarma | 427.5 | 511.1 | 20% | |||||||
Ipiranga’s SG&A expenses increased by 6%,8% in 2016, from R$1,759.52,087.2 million in 20132015 to R$1,871.12,257.6 million in 2014, mainly resulting from2016, due to (i) higher expenses with studies and projects for expansion and innovation, (ii) expansion in the 3.5% higher sales volume, (ii) the expansion of the distributionservice station and franchise network and (iii) the effects of a 6.4%6.3% inflation rate (as measured by the IPCA) in 2016, which were partially offset by Ipiranga’s reduced freight on expenses and (iv) the increase of diesel costs impacting freight expenses.lower sales volume.
Oxiteno’s SG&A expenses increaseddecreased by 7%,11% in 2016, from R$486.9690.8 million in 20132015 to R$522.7616.4 million in 2014,2016, mainly due to (i) increased logisticslower personnel expenses, resulting from the rises in diesel costs and the effectas a result of the weakerReal, which adversely affected Oxiteno’s SG&A expenses denominated in U.S. dollars, particularly expenses related to international freight and its plants located outside Brazil, and (ii) the effects of a 6.4% inflation rate (as measured by the IPCA) on expenses, partially offset by lower variable compensation, offset by the depreciation in line with the earnings progression.average U.S. Dollar/Real exchange rate on logistics and international units expenses, aimed by increased sales volume.
Ultragaz’s SG&A expenses increased by 3%,17% in 2016, from to R$432.4525.4 million in 20132015 to R$444.2615.5 million in 2014, mainly2016, due to (i) higher expenditure on studies and projects for expansion and innovation, (ii) higher expenses with systems and support for commercial initiatives, and (iii) greater spending with advertising and marketing, highlighting key aspects of the effects of inflationcurrent strategy focused on personnelconsumer convenience and freight expenses and (ii) the increase in variable compensation, in line with the earnings progression, effects partially offset by initiatives for expense reduction during the year.services.
Ultracargo’s SG&A expenses remained stable,decreased by 1% in 2016, from R$94.5100.6 million in 20132015 to R$94.199.7 million in 2014, with2016, mainly due to the lower insurance and rental expenses, partially offset by higher payroll expenses.
Extrafarma’s SG&A expenses increased by 20% in 2016, from R$427.5 million in 2015 to R$511.1 million in 2016. The increase reflects an 18% average increase in the number of stores, the effects of a 6.3% inflation rate (measured by the IPCA) on payroll expenses and expenses with the launch of the new brand, partially offset by lower expenses with projects.
As a result of Extrafarma Transaction, Extrafarma added R$332.5 million to Ultrapar’s SG&A expenses in 2014.actions implemented for improving pharmaceutical retail management standards.
Other operating income, net.Other operating income, net is mainly composed of merchandising fees from Ipiranga’s suppliers. Ultrapar’s other operating income, net increased from R$97.650.6 million in 20132015 to R$106.9199.0 million in 2014, mainly as a result2016, due to (i) the effects of the expansionfire in Ipiranga’s operations.April 2015 at Ultracargo’s Santos terminal with a positive impact of R$68 million in 2016, mainly related to recoveries on insurance claims, compared to an expense of R$92 million in 2015, and (ii) receipt of revenues due to the strategy of constant innovation in services and convenience at Ipiranga, partially offset by the recognition in 2015 ofnon-recurring income of R$30 million relating to the adjustment in working capital and net indebtedness due to the Extrafarma acquisition and a lawsuit relating to the use of trademark decided favorably to Ultrapar.
Income from disposal of assets.Ultrapar’s income from disposal of assets is mainly composed of the sale of real estate at Ipiranga in both years and decreased from net revenues of R$40.327.3 million in 20132015 to a net expense of R$37.06.1 million in 2014.2016, or a decrease of 122%.
Operating income before financial income (expenses) and share of profit of joint ventures and associates.For the reasons described above, Ultrapar’s operating income before financial income (expenses) and share of profit of joint ventures and associates increased by 7%5%, from R$2,144.02,961.5 million in 20132015 to R$2,286.63,105.7 million in 2014,2016, as a result of the increased operating income before financial income (expenses) and share of profit of joint ventures and associates in Ipiranga, Ultragaz and Ultracargo. Ipiranga’s operating income before financial income (expenses) and share of profit of joint ventures and associates increased by 12%11%, from R$1,574.72,154.6 million in 20132015 to R$1,758.12,383.6 million in 2014.2016. Oxiteno’s operating income before financial income (expenses) and share of profit of associates decreased by 14%47%, from R$308.6579.5 million in 20132015 to R$264.2308.2 million in 2014.2016. Ultragaz’s operating income before financial income (expenses) and share of profit of associates increased by 15%35%, from R$147.0213.9 million in 20132015 to R$169.0288.4 million in 2014.2016. Ultracargo’s operating income before financial income (expenses) and share of profit of joint ventures and associates increased by 8%897%, from operating loss of R$108.916.1 million in 20132015 to operating income of R$117.3127.9 million in 2014. As a result of Extrafarma Transaction, Extrafarma added R$16.9 million to Ultrapar’s2016. Extrafarma’s operating income before financial income (expenses) and share of profit of joint ventures and associates decreased by 212%, from operating income of R$5.0 million in 2014.2015 to operating loss of R$5.6 million in 2016.
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Net financial expensesexpenses.. Net financial expenses include mainly income and expenses from (i) interest on financial investments and financingsfinancing and (ii) exchange rate variation. Ultrapar’s net financial expenses increased by 32%20%, from R$337.6703.3 million in 20132015 to R$445.4842.6 million in 2014,2016, mainly due to the(i) higher CDI duringrates in the period (14.0% in 2016 compared to 13.2% in 2015), (ii) higher net debt from R$4,928.4 million in 2015 to R$5,715.3 million in 2016, in line with the growth of the company, and increased average net debt.(iii) currency rate fluctuations in the period. Ultrapar’s net debt to EBITDA ratio was 1.3 at the end1.36x as of 2014,December 31, 2016, compared with 1.2 at the end1.25x as of 2013.December 31, 2015.
As of December 31, 2014,2016, Ultrapar’s gross debt was R$8,375.211,417.1 million and its net debt was R$3,975.15,715.3 million, compared to gross debt of R$6,969.68,901.6 million and net debt of R$3,425.94,928.4 million onas of December 31, 2013.2015. See footnote 8 under “Item 3.A. Key Information — Selected Consolidated Financial Data” for a more completedetailed discussion of net debt and its reconciliation to information in our financial statements, as well as Notes 4, 14 and 3031 to our consolidated financial statements.
Income and social contribution taxestaxes.. Ultrapar’s income and social contribution taxes, net of benefits from income tax exemptions, remained stable,decreased by 5%, from R$572.7734.3 million in 20132015 to R$573.5700.0 million in 2014.2016.
Net income for the year.Ultrapar’s net income for 2016 reached R$1,570.6 million, a 4% increase in net income compared to 2015, due to growth in operating income before financial income (expenses) and share of profit of joint ventures and associates between the year increasedperiods, partially offset by 2%, from R$1,228.7 million in 2013 to R$1,251.2 million in 2014,higher financial expenses and higher amortization and depreciation, as a result of investments made during the growth in operating income. Net income attributable to Ultrapar’s shareholders increased by 1%, from R$1,225.1 million in 2013 to R$1,241.6 million in 2014.period, all as described above.
EBITDAEBITDA.. Ultrapar’s EBITDA increased 8%7%, from R$2,918.03,953.3 million in 20132015 to R$3,157.94,216.7 million in 2014,2016, as a result of EBITDA growth in Ipiranga, Ultragaz, Ultracargo and Ultracargo.Extrafarma.
The following table shows the changechanges in EBITDA for each of our businesses:segments:
| 2014 | 2013 | Percent change 2014- 2013 | 2015 | 2016 | Percent change 2016- 2015 | |||||||||||||||||
| (R$ million) | (R$ million) | |||||||||||||||||||||
Ipiranga | 2,288.0 | 2,029.6 | 13 | % | 2,768.8 | 3,080.5 | 11% | |||||||||||||||
Oxiteno | 403.7 | 440.6 | -8 | % | 739.8 | 458.9 | -38% | |||||||||||||||
Ultragaz | 305.5 | 280.5 | 9 | % | 357.0 | 446.6 | 25% | |||||||||||||||
Ultracargo | 166.9 | 157.5 | 6 | % | 26.3 | 171.2 | 551% | |||||||||||||||
Extrafarma | 29.8 | 28.7 | 37.1 | 29% | ||||||||||||||||||
| (1) |
Ipiranga’sIpiranga reported EBITDA increased by 13% fromof R$2,029.63,080.5 million in 20132016, an increase of 11% compared to R$2,288.0 million in 2014,2015, despite lower sales volumes, mainly due to (i) investments in the resellers’ network expansion resulting in increased sales volume in the reseller segment (sales in service stations), (ii) the strategy of constant innovation in service station services and convenience, (ii) the better sales mix and (iii) the reduction in the service station, generatingaverage cost of fuels, made possible by imports.
Oxiteno reported EBITDA of R$458.9 million, a 38% decrease compared to 2015, mainly due to (i) the variation in exchange rates and in prices of certain raw materials, both moving in opposite directions when comparing 2016 and 2015, and (ii) the greater customer satisfaction and loyalty, and (iii) initiatives to reduce the grey marketshare of commodities in the ethanol market, mainly on the Midwest, Northeastproduct mix, partially offset by higher sales volume and North regions of Brazil.by a 5% weakerReal (R$ 0.16/US$).
Oxiteno’sUltragaz’s EBITDA decreased by 8% fromtotaled R$440.6446.6 million, in 2013 to R$403.7 million in 2014,25% higher than 2015, as a result of (i) lower sales volumecommercial initiatives for the capture of specialty chemicals, (ii)new customers and resellers and the reductionstrategy of differentiation and innovation.
Ultracargo’s EBITDA totaled R$171.2 million in 2016, a 551% increase, due to recoveries against insurance claims and greater handling movement. See “Item 4.A. Information on the international prices of glycolsCompany — History and (iii) the decision to reduce the level of operations in Venezuela since the beginningDevelopment of the year,Company — Ultracargo – Fire at storage facilities in Santos.”
Extrafarma reported EBITDA of R$37.1 million, a 29% increase compared to 2015, due to sales growth and actions taken to improve pharmaceutical retail management standards, partially compensatedoffset by the 9% weakerReal. Oxiteno’s unit EBITDA reached US$220/ton in 2014, comparedlarger number of recently opened stores yet to a unit EBITDA of US$263/ton in 2013.
Ultragaz’s EBITDA increased by 9% from R$280.5 million in 2013 to R$305.5 million in 2014, mainly due to increased sales volume, commercial initiatives and reduction in costs and expenses.
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Ultracargo’s EBITDA increased by 6%, from R$157.5 million in 2013 to R$166.9 million in 2014, mainly due to the increased average storage.
As a result of Extrafarma Transaction, Extrafarma added R$29.8 million to Ultrapar’s EBITDA in 2014.reach full maturity.
For a reconciliation of our EBITDA and the EBITDA of Ultragaz, Ipiranga, Oxiteno, Ultragaz, Ultracargo and UltracargoExtrafarma to information in our financial statements, see footnote 74 under “Item 3.A. Key Information — Selected Consolidated Financial Data.”
| B. | Liquidity and Capital Resources |
Our principal sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash generated from operations and (iii) financings. We believe that these sources are sufficient to satisfy our current funding requirements for a period of 12 months, which include, but are not limited to, working capital, capital expenditures, amortization of debt and payment of dividends.
Periodically, we assess the opportunities for acquisitions and investments. We consider different types of investments, either directly or through joint ventures, or associated companies, and we finance such investments using cash generated from our operations, debt financing, through capital increases or through a combination of these methods.
Sources and uses of funds.We generatedNet cash provided by operating activities was R$2,279.4, R$2,513.7 million and R$3,201.7 million for 2017, 2016 and 2015, respectively. In 2017, net cash provided by operating activities was R$234.3 million lower than that of 2016, mainly due to a decrease in EBITDA year-over-year and the increase in working capital investments given the volatility observed in LPG and fuel acquisition prices (See “Item 4.B. Information on the Company — Business Overview — Fuel Distribution — Industry and Regulatory Overview — The role of the Brazilian government” and “Item 4.B. Information on the Company — Business Overview — Distribution of Liquefied Petroleum Gas — Industry and Regulatory Overview — The role of the Brazilian government”). In 2016, net cash provided by operating activities was R$688.0 million lower than that of 2015, despite the 7% EBITDA growth and lower investment in working capital when compared to 2015. Due to the use of the indirect method of cash flow, from operations ofinterest on financial liabilities and variations on the exchange rate adjustment in the net cash provided by operating activities in 2016 were R$3,201.7818.8 million R$2,650.7 million and R$2,120.7 million for 2015, 2014 and 2013, respectively.lower than in 2015. In 2015, ournet cash flow from operationsprovided by operating activities was R$551.0 million higher than that of 2014, mainly due to the growth of ourin operations, partially offset by increasedan increase in investment in working capital, whichthat grew from a divestment of R$99.0 million in 2014 to an investment of R$436.2455.0 million in 2015. In 2014, our
Net cash flow from operations was R$530.0 million higher than thatused in 2013, mainly due to the growth of our operations and lower investment in working capital, which decreased from an investment of R$185.8 million to a divestment of R$99.0 million in 2014.
Cash flow of investing activities used an amount ofwas R$1,912.1, R$1,848.8 million and R$801.8 million R$1,540.2 millionfor 2017, 2016 and R$1,287.9 million in 2015, 2014 and 2013, respectively. In 2015,2017, Ultrapar continued with an investment strategy focused on the continuing growth of scale and competitiveness, better serving an increasing number of customers. In 2015, 20142017, 2016 and 2013,2015, we invested R$1,334.2 million,2,016.9, R$1,215.71,637.9 million and R$1,101.51,334.2 million in additions to fixed assets, equipment and intangible assets, net of disposals.divestment and repayments. In addition, capital investments were made in ConectCar of R$41.1 million (including an advance payment of16.0, R$4 million for future capital increase), R$28.547.3 million and R$24.941.1 million in 2015, 20142017, 2016 and 20132015 respectively.
Cash flowsNet cash from financing activities totaled a cash provided by of R$340.3 million and R$928.4 million for 2017 and 2016, respectively and a cash provided of R$2,520.7 million for 2015. In 2017, cash flow used by financing activities totaleddecrease in R$2,520.7588.0 million compared to 2016, mainly due to an increase in amortization of principal, which was partially offset by an R$539.3 million and R$578.9 million for 2015, 2014 and 2013, respectively.833.8 increase in proceeds from new financings. In 2015,2016, cash flow used by financing activities increased in R$3,449.1 million compared to 2015, mainly as a result of lower use of resources for amortization of debt and an increase of R$1,292.3 million in new loans and financings, which strengthened the cash position and extended the Company’s debt profile. In 2015, net cash used in financing activities increased by R$1,981.4 million compared to 2014, mainly as a result increased use of resources foran increase in amortization of debt and interest payment and as for acquisition of shares issued by the Company (share buyback program). In 2014, cash used by financing activities decreased R$39.5 million compared to 2013, mainly as a result of an increase of R$369.5 million in new loans and debentures, which was partially offset by a greater use of resources of R$327.0 million for amortization of financing and debentures, interest and dividend payments. In 2013, the cash used by financing activities decreased R$43.8 million, primarily as a result of an increase of R$1,307.8 million in new loans and debentures, which was partially offset by a greater use of resources in R$1,297.6 million for amortization of financing and debentures, interest and dividend payments.
Accordingly, cash and cash equivalents totaled R$5,002.0, R$4,274.2 million and R$2,702.9 million inas of December 31, 2017, 2016 and 2015, R$2,827.4 million in 2014 and R$2,276.1 million in 2013.respectively.
We believe we have sufficient working capital to meet our current needs. In addition to the cash flow generated from operations explained above, weneeds for a period of 12 months. We had R$3,506.26,285.5 million in cash, cash equivalents and short-term investments as of December 31, 2015.2017. The gross indebtedness due from January 1 to December 31, 20162018 totaled R$1,515.73,809.9 million, including estimated interest payments on loans, as of December 31, 2015.2017. See “– Tabular Disclosure of Contractual Obligations.” Furthermore, we estimate investments of R$1,809.42,676.5 in 2016.2018.
We anticipate that we will spend approximately R$13.720.4 billion in the next five years to meet long-term contractual obligations described in the Tabular Disclosure of Contractual Obligations and for the 20162018 budgeted capital expenditures. We expect to meet these cash requirements through a combination of cash generated from operating activities and cash generated by financing activities, including new debt financing and the refinancing of some of our indebtedness as it becomes due.
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The Company uses exchange rate hedging instruments (especially between theReal and the U.S. dollar) available in the financial market to protect its assets, liabilities, receipts and disbursements in foreign currency and net investments in foreign operations. Hedging instruments are used to reduce the effects of variations in exchange rates on the Company’s income and cash flows inReaiswithin the exposure limits under its Policy. For additional information regarding our funding and treasury policies, see “Item 11. Quantitative and Qualitative Disclosures About Market Risk.”
Indebtedness
As of December 31, 2015,2017, our consolidated short and long-term debt was as follows:
Indebtedness | Currency | Interest Rate(1) | Principal amount of outstanding and accrued interest through December 31 | Currency | Interest Rate(1) | Principal amount of outstanding and accrued interest through December 31, | ||||||||||||||||||||||
| 2015 | 2014 | 2017 | 2016 | |||||||||||||||||||||||||
| (in millions of Reais) | (in millions of Reais) | |||||||||||||||||||||||||||
Foreign currency-denominated loans: | ||||||||||||||||||||||||||||
Notes in the foreign market | US$ | 5.3% | 2,454.1 | 2,412.1 | ||||||||||||||||||||||||
Foreign loan | US$ | LIBOR (2) + 1.0% | 788.8 | 942.5 | ||||||||||||||||||||||||
Financial institutions | US$ | LIBOR (2) + 2.5% | 330.8 | 195.0 | ||||||||||||||||||||||||
Foreign loan | US$ | LIBOR(2) + 0.7% | 1,111.7 | 603.0 | US$ | LIBOR (2) + 1.9% | 298.9 | 332.6 | ||||||||||||||||||||
Foreign loan | US$ | +2.1% | 576.6 | — | US$ | 2.2% | 259.0 | 486.5 | ||||||||||||||||||||
Foreign loan | US$ | LIBOR(2) + 1.4% | 397.6 | 158.0 | ||||||||||||||||||||||||
Financial institutions | US$ | 2.8% | 106.7 | 109.9 | ||||||||||||||||||||||||
Advances on Foreign Exchange Contracts | US$ | 1.5% | 222.5 | 184.1 | US$ | 2.4% | 44.5 | 111.1 | ||||||||||||||||||||
Financial institutions | US$ | 2.8% | 142.8 | 113.9 | MX$ | (3) | 8.5% | 27.0 | 24.6 | |||||||||||||||||||
Foreign currency advances delivered | US$ | 2.2% | 26.1 | 32.6 | ||||||||||||||||||||||||
BNDES | US$ | 6.4% | 4.5 | 7.1 | ||||||||||||||||||||||||
Financial institutions | US$ | LIBOR(2) + 2.0% | 77.8 | 53.3 | MX$ | (3) | TIIE (3) + 1.5% | 3.4 | 9.6 | |||||||||||||||||||
Foreign currency advances delivered | US$ | 1.3% | 50.1 | 25.4 | ||||||||||||||||||||||||
Financial institutions | MX$(3) | TIIE(3) + 1.0% | 27.1 | 32.3 | Bs$ | (8) | 24.0% | 0.6 | 0.4 | |||||||||||||||||||
BNDES | US$ | 6.0% | 24.1 | 33.2 | ||||||||||||||||||||||||
Notes in the foreign market | US$ | — | — | 664.1 | ||||||||||||||||||||||||
Reais – denominated loans: | ||||||||||||||||||||||||||||
Debentures – 1st, 2nd, 4th and 6th public issuances IPP | R$ | 105.8% of CDI | 2,836.7 | 1,914.5 | ||||||||||||||||||||||||
Banco do Brasil floating rate | R$ | 105.0% of CDI | 3,115.8 | 2,873.6 | R$ | 107.3% of CDI | 2,794.3 | 2,956.5 | ||||||||||||||||||||
Debentures – 1st and 2nd public issuances IPP | R$ | 107.9% of CDI | 1,413.1 | 1,409.5 | ||||||||||||||||||||||||
Debentures – 5th issuance | R$ | 108.3% of CDI | 833.1 | — | ||||||||||||||||||||||||
Debentures – CRA | R$ | 95.0% of CDI | 1,380.9 | — | ||||||||||||||||||||||||
Debentures – 5th issuance | R$ | 108.3% of CDI | 817.7 | 832.4 | ||||||||||||||||||||||||
Debentures – CRA | R$ | IPCA (7) + 4.6% | 554.4 | — | ||||||||||||||||||||||||
BNDES | R$ | TJLP(4) + 2.7% | 409.3 | 531.0 | R$ | TJLP (4) + 2.4% | 206.4 | 307.6 | ||||||||||||||||||||
Export Credit Note floating rate | R$ | 101.5% of CDI | 158.6 | — | R$ | 101.5% of CDI | 157.7 | 158.8 | ||||||||||||||||||||
Banco do Nordeste do Brasil | R$ | 8.5% | 66.1 | 85.1 | ||||||||||||||||||||||||
BNDES | R$ | SELIC (6) + 2.3% | 69.4 | 71.4 | ||||||||||||||||||||||||
BNDES EXIM | R$ | TJLP (4) + 3.5% | 62.8 | 62.1 | ||||||||||||||||||||||||
Finance leases | R$ | IGP-M (5) + 5.6% | 48.5 | 48.6 | ||||||||||||||||||||||||
FINEP – Research and Projects Financing | R$ | 4.0% | 61.7 | 74.8 | R$ | 4.0% | 35.6 | 48.7 | ||||||||||||||||||||
FINEP – Research and Projects Financing | R$ | TJLP (4) + 1.0% | 32.7 | 34.6 | ||||||||||||||||||||||||
BNDES EXIM | R$ | SELIC (6) + 3.9% | 30.9 | 28.1 | ||||||||||||||||||||||||
Banco do Nordeste do Brasil(9) | R$ | 8.5% | 28.1 | 47.1 | ||||||||||||||||||||||||
BNDES | R$ | 4.6% | 49.7 | 62.6 | R$ | 5.6% | 26.3 | 40.3 | ||||||||||||||||||||
Finance leases | R$ | IGP-M(5) + 5.6% | 45.5 | 45.9 | ||||||||||||||||||||||||
BNDES | R$ | SELIC(6) + 2.2% | 30.9 | — | ||||||||||||||||||||||||
Export Credit Note | R$ | 8.0% | 27.0 | 25.7 | ||||||||||||||||||||||||
FINEP – Research and Projects Financing | R$ | TJLP(4)-1.4% | 11.2 | 9.1 | ||||||||||||||||||||||||
Fixed rate working capital loan | R$ | 10.3% | 1.2 | 3.4 | ||||||||||||||||||||||||
FINAME – Financing for Machines and Equipment | R$ | TJLP (4) + 5.7% | 0.1 | 0.1 | ||||||||||||||||||||||||
Floating rate finance leases | R$ | CDI + 2.8% | 0.3 | 0.5 | R$ | — | 0.1 | |||||||||||||||||||||
FINAME – Financing for Machines and Equipment | R$ | TJLP(4) + 5.6% | 0.3 | 0.5 | ||||||||||||||||||||||||
Fixed rate finance leases | R$ | 15.4% | 0.1 | 0.7 | R$ | — | 0.0 | |||||||||||||||||||||
Debentures – 4th issuance | R$ | — | — | 874.3 | ||||||||||||||||||||||||
Banco do Brasil fixed rate | R$ | — | — | 503.9 | ||||||||||||||||||||||||
Total loans | 8,854.2 | 8,367.8 | 13,426.8 | 11,214.8 | ||||||||||||||||||||||||
Unrealized losses on swaps transactions | 47.4 | 7.4 | 163.7 | 202.4 | ||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||
Total | 8,901.6 | 8,375.2 | 13,590.6 | 11,417.1 | ||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||
| (1) | Interest rate as of December 31, |
| (2) | LIBOR = London Interbank Offered Rate. |
| (3) | MX$ = Mexican peso and TIIE = the Mexican interbank balance interest rate. |
| (4) | TJLP (Long-Term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of BNDES. On December 31, |
| (5) | IGP-M = General Index of Market Prices of Brazilian inflation, calculated by the Getulio Vargas Foundation. |
| (6) | SELIC = Brazilian base interest rate. |
| (7) | IPCA = Brazilian National Wide Consumer Price Index. |
| (8) | Bs$ = Bolívar. |
| (9) | Contract linked to the FNE (Northeast Constitutional Financing Fund) rate, as managed by Bando do Nordeste do Brasil, the purpose of which is to promote the development of the industrial sector. On December 31, 2017, the FNE interest rate was 10% p.a. FNE grants a 15% interest rate discount for timely payments. |
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Our consolidated debt as of December 31, 20152017 had the following maturity schedule:
Maturity | Amount | |||
| (in millions of Reais) | ||||
| ||||
| ||||
January 1, 2018 to December 31, 2018 | 3,503.7 | |||
January 1, 2019 to December 31, 2019 | 1,826.9 | |||
January 1, 2020 to December 31, 2020 | 894.6 | |||
January 1, 2021 to December 31, 2021 | 1,302.5 | |||
January 1, 2022 to December 31, 2022 | 3,016.4 | |||
2023 thereafter | 3,046.5 | |||
| ||||
Total | 13,590.6 | |||
|
As provided in IAS 39, the transaction costs and issuance premiums associated with our fundraising are included as part of our financial liabilities. See Note 14(j) to our consolidated financial statements for more information.
Ultrapar contracted hedging instruments against foreign currency exchange and interest rate variations for a portion of its indebtedness. See “Item 11. Quantitative and Qualitative Disclosures about Market Risk” and Note 3031 to our consolidated financial statements for more information.
The financings are guaranteed by collateral in the amount of R$52.366.3 million as of December 31, 20152017 (R$56.6 million as of December 31, 2016) and by guarantees and promissory notes in the amount of R$4,370.09,858.0 million as of December 31, 2015. In addition, Ultrapar and its subsidiaries offer collateral in the form2017 (R$7,069.5 million as of letters of credit for commercial and legal proceeding in the amount of R$187.6 millionDecember 31, 2016) and guarantees related to raw materials imported by the subsidiary Ipiranga in the amount of R$ 133.281.0 million (R$59.3 million as of December 31, 2015.2016).
Some subsidiaries issued collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under this collateral, this subsidiary may recover the amount paid directly from its customers through commercial collection. The maximum amount of future payments related to this collateral is R$27.18.2 million as of December 31, 20152017 with maturities of less than 213212 days. As of December 31, 2015,2017, Ultrapar did not have losses in connection with this collateral. The fair value of collaterals recognized in current liabilities as other payables was R$0.70.2 million as of December 31, 2015,2017, which is recognized as profit or loss as customers settle their obligations with the financial institutions.
Some financing agreements of the Company contain cross default clauses whereby we are required to pay the debt assumed in case of default of other debts equal to or greater than US$15 million. As of December 31, 2015, there was no event of default on such debts.
Notes in the foreign market
In December 2005,October 2016, the subsidiary LPGUltrapar International issued US$250 million in notes in the foreigninternational market maturing in December 2015,the amount of US$ 750 million, with maturity in October 2026 and interest rate of 7.3%5.25% p.a., paid semiannually. The issue price was 98.097% of the face value of the notes. The notes were guaranteed by Ultrapar and Oxiteno.IPP.
As a result of the issuance of these notes, the Company and its subsidiaries are required to undertake certain obligations, including:
The notes were settledCompany and its subsidiaries are in compliance with the levels of covenants required by LPG International atthese loans. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this kind and have not limited their maturityability to conduct their business to date.
Foreign loans
| 1) | The subsidiary IPP |
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The maturity of the principal amount of these loans are as follows:
Maturity | Amount | Cost | ||||||
| in millions of dollars | % of CDI | |||||||
March, 2017 | 70.0 | 99.5 | ||||||
September, 2017 | 150.0 | 103.7 | ||||||
July, 2018 | 60.0 | 103.0 | ||||||
September, 2018 | 80.0 | 101.5 | ||||||
November, 2018(*) | 80.0 | 101.4 | ||||||
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|
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| |||||
Total / average cost | 440.0 | 102.1 | ||||||
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|
| |||||
Maturity | Amount | Cost | ||||||
| in millions of dollars | % of CDI | |||||||
July, 2018 | 60.0 | 103.0 | ||||||
September, 2018 | 80.0 | 101.5 | ||||||
November, 2018 | 80.0 | 101.4 | ||||||
June, 2022 | 100.0 | 105.0 | ||||||
|
|
|
| |||||
Total / average cost | 320.0 | 102.9 | ||||||
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| |||||
| 2) | The subsidiary |
During these contracts, Ultrapar shall maintain the following financial ratios, calculated based on its audited consolidated financial statements:
The Company is in compliance with the levels of covenants required by these loans. The restrictions imposed on Ultrapar and its subsidiaries are usual for this type of transactions and have not limited their ability to conduct their business to date.
| 3) | The subsidiary Global Petroleum Products Trading Corporation obtained a foreign loan in the amount of US$12 million, with maturity in December 2018 and interest rate of LIBOR + 1.85% per year, paid quarterly. This loan was guaranteed by the Company and its subsidiary IPP. This loan was fully repaid in December 2017. |
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| 4) | The subsidiary Global Petroleum Products Trading Corporation obtained a foreign loan in the amount of US$60 million with maturity on June 22, 2020 and interest of LIBOR + 2.0% p.a., paid quarterly. The Company, through the subsidiary Cia. Ultragaz, contracted, interest rate hedging instruments subject to floating interest rates in U.S. dollar and exchange rate variation, which resulted in this loan having an effective fixed rate of 105.9% of CDI. This loan is guaranteed by the Company and its subsidiary Oxiteno Nordeste. |
Debentures
In October 2017, the subsidiary IPP carried out its seventh issuance of simple, nonconvertible, unsecured, book-entry debentures in the amount of R$944.1 million, in two series of R$730.4 million and R$213.7 million. These debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance have been used exclusively for the purchase of ethanol.
The debentures were later assigned and transferred to Vert Créditos Ltda., which acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
Principal Amount: | R$730,384,000.00 | |
Unit Par Value: | R$1,000.00 | |
Maturity date: | October 24, 2022 | |
Repayment method: | Lump sum at final maturity | |
Interest: | 95.0% of CDI | |
Payment of interest: | Semiannually |
Principal Amount: | R$213,693,000.00 | |
Unit Par Value: | R$1,000.00 | |
Maturity date: | October 24, 2024 | |
Repayment method: | Lump sum at final maturity | |
Interest: | IPCA + 4.33% | |
Payment of interest: | Annually |
The subsidiary IPP contracted interest rate hedging instruments, with the effect of changing the interest rate applicable to the debentures from IPCA + 4.33% to 97.3% of CDI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
In July 2017, the subsidiary IPP carried out its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows:
Principal Amount: | R$1,500,000,000.00 | |
Unit Par Value: | R$1,000.00 | |
Maturity date: | July 28, 2022 | |
Repayment method: | Amortizing annually, beginning in July 2021 | |
Interest: | 105.0% of CDI | |
Payment of interest: | Annually |
In April 2017, the subsidiary IPP carried out its fifth issuance of debentures, in two single series of 660,139 and 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The proceeds from this issuance has been used exclusively for the purchase of ethanol.
The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
Principal Amount: | R$660,139,000.00 | |
Unit Par Value: | R$1,000.00 | |
Maturity date: | April 18, 2022 | |
Repayment method: | Lump sum at final maturity | |
Interest: | 95.0% of CDI | |
Payment of interest: | Semiannually |
Principal Amount: | R$352,361,000.00 | |
Unit Par Value: | R$1,000.00 | |
Maturity date: | April 15, 2024 | |
Repayment method: | Lump sum at final maturity | |
Interest: | IPCA + 4.68% | |
Payment of interest: | Annually |
The subsidiary IPP entered into interest rate hedging instruments, with the effect of changing the interest rate applicable to the debentures from IPCA + 4.68% to 93.9% of CDI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
In May 2016, the subsidiary IPP carried out its fourth issuance of public debentures, in a single series of 500 simple, nonconvertible into shares, nominative, book-entry and unsecured debentures, with an additional guarantee granted by Ultrapar, and its main characteristics are as follows:
Principal Amount: | R$500,000,000.00 | |
Unit Par Value: | R$1,000,000.00 | |
Maturity date: | May 25, 2021 | |
Repayment method: | Amortizing annually, beginning in May 2019 | |
Interest: | 105.0% of CDI | |
Payment of interest: | Semiannually |
The proceeds of this issuance were used in the purchase of ethanol by the subsidiary IPP. The subsidiary has the obligation to prove the allocation of the resources within 12 months from subscription.
In March 2015, Ultrapar carried out its fifth issuance of debentures, in a single series of 80,000 simple, nonconvertible into shares, nominative, book-entry and unsecured debentures, and its main characteristics are as follows:
| R$800,000,000.00 | |
Unit Par Value: | R$10,000.00 | |
| March 16, 2018 | |
| Lump sum at final maturity | |
Interest: | ||
Payment of interest: | Semiannually | |
|
The proceeds of the issuance were used to manage liquidity of the issuer,IPP, in order to strengthen its cash position and extend its debt profile, providing greater financial flexibility.
The debentures from the fifth issuance were fully settled by the Company on the maturity date.
In January 2014, the subsidiary IPP made its second public issuance of debentures in single series of 80,000 simple, nonconvertible into shares, nominative, book-entry and unsecured nominative and registered debentures with an additional guarantee granted by Ultrapar, and its main characteristics are as follows:
| R$800,000,000.00 | |
Unit Par Value: | R$10,000.00 | |
| December 20, 2018 | |
| Lump sum at final maturity | |
Interest: | 107.9% of CDI | |
Payment of interest: | Semiannually | |
|
The proceeds of the issuance were used to manage liquidity of the issuer,IPP, in order to strengthen its cash position and extend its debt profile, providing greater financial flexibility.
In December 2012, the subsidiary IPP made its first public issuance of debentures in single series of 60,000 simple, nonconvertible into shares, nominative, book-entry and unsecured nominative and registered debentures, with an additional guarantee granted by Ultrapar, and its main characteristics are as follows:
| R$600,000,000.00 | |
Unit Par Value: | R$10,000.00 | |
| November 16, 2017 | |
| Lump sum at final maturity | |
Interest: | 107.9% of CDI | |
Payment of interest: | Semiannually | |
|
The proceeds of the issuance were used to manage liquidity of the issuer,IPP, in order to strengthen its cash and extend its debt profile, providing greater financial flexibility.
These debentures were fully settled by the Company on their maturity date.
BNDES
The subsidiaries of Ultrapar has financinghave financings from BNDES (Brazilian National Development Bank) for some of its investments.their investments and projects and such financings are guaranteed by Ultrapar. As of December 31, 2015,2017, such lines of credit with BNDES totaled R$1.6 billion, of which R$0.40.3 billion had been drawn down. See “Item 10.C. Additional Information — Material Contracts — BNDES.”
During the term of these agreements, Ultrapar must maintain the following capitalization and current liquidity levels, as determined in the annual audited consolidated audited balance sheet:
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We are in compliance with the levels of covenants required by these loans. The restrictions imposed on Ultrapar and its subsidiaries are usual for this type of transactions and have not limited their ability to conduct their business to date.
Financial institutions
The subsidiaries Oxiteno Mexico, Oxiteno USA, LLCOxiteno Uruguay and Oxiteno UruguayAndina have loans to finance investments and working capital.
In February 2016, subsidiary Oxiteno USA entered into a loan agreement in the amount of US$40 million, due in February 2021 and bearing interest of LIBOR + 3% per year, paid quarterly. The loan is guaranteed by Ultrapar and the subsidiary Oxiteno Nordeste and the proceeds of this loan were used to fund the construction of a new alcoxylation plant in the state of Texas.
In September 2016, the subsidiary Oxiteno USA renegotiated a loan in the notional amount of US$20 million, changing its maturity from October 2017 to September 2020, bearing interest of LIBOR + 3% per year, paid quarterly. The loan is guaranteed by Ultrapar and the subsidiary Oxiteno S.A.
In October 2017, the subsidiary Oxiteno USA entered into a loan agreement in the amount of US$40 million, due in October 2022 and bearing interest of LIBOR + 1.73% p.a., paid quarterly. The proceeds of this loan are being used to fund the construction of a new alkoxylation plant in the state of Texas. The loan is guaranteed by the Company.
Banco do Brasil
TheAs of December 31, 2017, the subsidiary IPP haswas party to seven floating interest rate loans fromloan agreements with Banco do Brasil S.A., with a total aggregate outstanding balance of R$2,794.3 million, to finance the marketing, processing or manufacturing of agricultural goods, (ethanol).including the production of ethanol. Except for one of such loan agreements, each was renegotiated to allow for the segregation of their principal amounts into subcredits, with different amounts, interest rates and maturity dates.
In February 2016, IPP renegotiated loans with originalBanco do Brasil in the total aggregate principal amount R$166.7 million and extended their respective maturity dates from February 2016 to February 2019, with a floating interest rate of 114.0% of CDI. In addition, in February 2015,June 2016, IPP renegotiated additional loans with Banco do Brasil in the total aggregate principal total amount of R$333.3100.0 million changing the maturity to July 2017 and January 2018, and changing theR$909.5 million with a floating interest rate of 110.9% of CDI, and furthermore (i) extended the respective maturity dates from May 2016 and January 2017 to 106.0% of CDI.May 2020, May 2021 and May 2022, respectively.
The chart below indicates the consolidated amounts due by IPP renegotiated loans with original maturity in May 2015, with principal total amount of R$200.0 million, changingto Banco do Brasil on the maturity to November 2017 and April 2018, and changingdates of the floating interest rate to 107.0% of CDI.
These loans mature as followssubcredits agreed in the loan agreements (include interest until December 31, 2015)2017):
Maturity | Balance in | 2017 | ||
| (in millions of Reais) | ||||
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January, 2018 | 172.8 | |||
April, 2018 | 100.6 | |||
February, 2019 | 168.4 | |||
May, 2019 | 1,339.0 | |||
May, 2020 | 337.8 | |||
May, 2021 | 337.8 | |||
May, 2022 | 337.8 | |||
| ||||
| 2,794.3 | ||||
|
In February 2016, IPP renegotiated a loan with original maturity in February 2016, with principal total amount of R$166.7 million, extending the maturity to February 2019, and changing the floating interest rate to 114.0% of CDI. See “Item 4.A. Information on the Company — History and Development of the Company — Recent Developments”.
Export credit note.
The subsidiary Oxiteno Nordeste has export credit notes in the amounts of R$17.5 million and R$10.0 million, with maturities in March and August 2016, respectively, and fixed interest rate of 8% per year, paid quarterly. In May 2015, the subsidiary Oxiteno Nordeste contracted an export credit note in the amount of R$156.8 million with maturity in May 2018 and floating interest rate of 101.5% of CDI, paid quarterly.
ForIn March 2016, the fixed rates contracts,subsidiary Oxiteno Nordeste contractedsettled the export credit note in the amount of R$17.5 million, on the maturity date, with interest rate of 8% per year, and also settled its respective hedging instruments, thus convertinginstrument.
In August 2016, the fixed rates for these loans into 88.8% of CDI (see Note 30 to our consolidated financial statements).subsidiary Oxiteno Nordeste designated thesesettled the export credit note in the amount of R$10.0 million, on the maturity date, with interest rate of 8% per year, and also settled its respective hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception. Changes in fair value are recognized in profit or loss.instrument.
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Investments
Equity investments
Equity investments consist of acquisition of subsidiaries and capital increases, net of capital reduction in joint ventures and associates. The table below shows our equity investments for the years ended December 31, 2017, 2016 and 2015:
| Year ended December 31, | ||||||||||||
| 2015 | 2014 | 2013 | ||||||||||
| (in millions ofReais) | ||||||||||||
Ipiranga | 41.1 | (1) | 28.5 | (1) | 23.3 | (2) | ||||||
Oxiteno | — | — | 6.2 | (3) | ||||||||
Ultragaz | — | — | — | |||||||||
Ultracargo | — | — | — | |||||||||
Acquisition of Extrafarma | — | 719.9 | — | |||||||||
Others | — | — | — | |||||||||
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Total equity investments(4) | 41.1 | 748.4 | 29.5 | |||||||||
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| Year ended December 31, | ||||||||||||
| 2017 | 2016 | 2015 | ||||||||||
| (in millions ofReais) | ||||||||||||
Ipiranga(1) | 16.0 | 47.3 | 41.1 | |||||||||
Oxiteno | — | — | — | |||||||||
Ultragaz | — | — | — | |||||||||
Ultracargo | — | — | — | |||||||||
Extrafarma | — | — | — | |||||||||
Others | — | — | — | |||||||||
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Total equity investments | 16.0 | 47.3 | 41.1 | |||||||||
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| (1) | Capital invested in ConectCar. |
Organic Investments
The following table shows our organic investmentstotal additions to property, plant, equipment, and intangible assets for the years ended December 31, 2015, 20142017, 2016 and 20132015 and does not include equity investments:
| Year ended December 31, | Year ended December 31, | |||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||
Ipiranga | 853.9 | 810.0 | 758.3 | 1059.9 | 892.3 | 853.9 | ||||||||||||||||||
Oxiteno | 131.4 | 113.9 | 139.3 | 463.1 | 288.4 | 131.4 | ||||||||||||||||||
Ultragaz | 219.9 | 180.5 | 150.9 | 214.9 | 225.5 | 219.9 | ||||||||||||||||||
Ultracargo | 23.9 | 26.4 | 37.4 | 86.4 | 78.9 | 23.9 | ||||||||||||||||||
Extrafarma | 80.8 | 57.1 | — | 170.5 | 142.8 | 80.8 | ||||||||||||||||||
Others(1) | 24.2 | 27.8 | 15.6 | 22.6 | 9.9 | 24.2 | ||||||||||||||||||
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Total – additions to property, plant, equipment and intangible assets | 1,334.2 | 1,215.7 | 1,101.5 | 2,017.3 | 1,637.9 | 1,334.2 | ||||||||||||||||||
Financing and bonuses to our resellers(2) | 18.1 | 4.6 | (12.2 | ) | ||||||||||||||||||||
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Total organic investments(3), net of disposals | 1,352.2 | 1,220.3 | 1,089.4 | |||||||||||||||||||||
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| (1) | Includes mainly capital expenditures related to corporate information |
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In 2015, Ultrapar continued with an investment strategy focused on the continuing growth of scale economy2017, Ultrapar’s total additions to property, plant, equipment and competitiveness, better serving an increasing number of customers. Investments, net of disposals,intangible assets totaled R$1,352 million in organic investments.2,017 million. At Ipiranga, R$8721,336 million werewas invested in 2017, of which (i) R$374 millionnearly 50% was in connection with the expansion of its service stationsdistribution network (through the conversion of unbranded service stations, the opening of new gasbrandingnon-branded stations and opening new customers)stations) and am/pm and Jet Oil franchises, focused onand the Midwest, Northeast and North regions of Brazil, (ii) R$115 millionremaining 50% was in expanding itsconnection with logistics infrastructure to supportfacilities, renovations and maintenance, which increases useful lives of the growing demand, through the construction and expansion of logistics facilities, (iii) R$86 million in the modernization, mainly in logistics facilities and information systems, and (iv) R$297 million in the maintenance of its operations, mainly in the renewal of contracts of its distribution network and the renovation of service stations.assets. Out of theIpiranga’s total amount, invested, R$8541,060 million were related to property, plant and equipment and additions to intangible assets, and R$18277 million were related to the financing to clients,customers net of repayments.repayments (reseller financing is provided for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market). At Oxiteno, the total investments in 20152017 amounted to R$131463 million, mainlymostly in the construction of the new plant in the United States, and in the maintenance of its production units, and the completionwhich increases useful lives of the expansion of its production capacity in Coatzacoalcos, Mexico.assets. At Ultragaz, R$220215 million were invested mainly in new clients2017, mainly in the bulk segment, in the replacement and acquisitions of LGP bottles and maintenance of its bottling facilities.facilitie, which increases useful lives of the assets. In 2015,2017, Ultracargo invested R$2486 million, mainly directed towardsin the modernization terminal safety system and infrastructure maintenance at existing terminals, which increases useful lives of its terminals.the assets. Extrafarma invested R$81170 million, mainly directed towardsin the openingconstruction of new drugstores, maintenancestores, information technology systems and remodeling of existing stores and IT retail-facing projects.stores.
Ultrapar’s 2018 investment plan for 2016 amounts to R$1,8092,676 million (excluding potential acquisitions), which demonstrates the continuitycontinued existence of good opportunities to grow through increased scalefor organic growth and productivity gains, as well as modernization of existing operations. At Ipiranga, we planthe amount approved for investment is R$1,545 million, of which approximately 50% are intended to invest (i) R$354 million to maintainincrease the pace of expansion of its distributionthe resellers network (through the conversion of unbranded serviceby adding fueling stations and the opening of new gas stations) and of am/pm and Jet Oil franchises, focused on the Midwest, Northeast and North regions of Brazil, and in addition to new distribution centers to supply the convenience stores, (ii) R$112 millioncustomers in the expansion of itscorporate segment. The other 50% aim at expanding the logistics infrastructure as a means to support growth mainly through the construction and expansion of logistics facilities,increase productivity, and (iii) R$421 million in thefor maintenance and modernization of its activities, mainly contract renewals and information technology in the renewalsupport of contracts of its distribution networkinnovation and the renovation of service stations, as well as information systems to support its operations.efficiency projects. Oxiteno’s investment plan approved for 20162018 totals R$460 million. This amount343 million and will be deployed mainly to production units’ modernization and maintenance, for the purpose of improving productivity; to upgrade its information technology systems; and includes US$6534 million tofor the constructioncompletion of the new ethoxylation unit at its sitePasadena, Texas (USA) plant, which we plan to complete in Texas (USA), which was announced in November 2015, and is expected to be concluded by the endfirst half of 2017.2018. The new unit’s capacity will be 170,000120,000 tons per year at its final stage. The remaining amount will be focused in maintenance and modernization of its plants for higher productivity, as well as information systems.year. Ultragaz’s investment plan approved for 20162018 totals R$208284 million, of which will be focused mainly (i) on capturing new clientsit covers R$190 million in the bottledinvestments in operations maintenance and bulk segment, (ii) on the replacement and purchase of LPG bottles, (iii) on the expansion and maintenance of filling plants, and (iv) on ITmodernization; technology with a focus on new systems to support its operations. Ultracargo’s investiment plan approved for 2016 totalsoperations and quality; and R$11894 million which will mainly be focused on (i)allocated to expanding the modernization of safety systems of its terminals, (ii) the expansion of Itaqui terminal, whichresellers chain and bulk customers portfolio. Ultracargo is expected to start operatinginvest R$115 million in 2017,the Itaqui and (iii) the adjustmentSuape terminals which are expected to be completed in 2019 and maintenance2020, respectively; and in continued terminal safety and infrastructure improvements, for a total amount of the infrastructure of its terminals.R$247 million. At Extrafarma, we plan to invest R$124232 million mainly in the opening of new drugstoresstores and associated logistic infrastructure, focusing on the north and northeast regions and in the maintenancestate of its activities.São Paulo, as well as in information technology.
The plan also covers continued modernization of the information systems at every business to enable increasingly better customer service, improved logistics efficiency, develop new forms of selling, and expanding our relationships with resellers and partners.
| C. | Research and Development, Trademarks and Patents |
Research and Development
Oxiteno carries on a wide range of research and development activities, principally related to the application of specialty chemicals and improvements in production processes. As of December 31, 2015, 1332017, 159 employees of Oxiteno were engaged in research and development and engineering activities. Oxiteno’s research and development expenditures in 2015, 20142017, 2016 and 20132015 were R$4153 million, R$3650 million and R$2841 million, respectively. In 2004, Oxiteno founded its own “Science and Technology Council” with six of the world’s major specialists in surfactants as members. These specialists, with experience in the surfactants industry or in the academic environment in the US, Europe and Latin America, follow the trends and opportunities in the sector. Since 2004, the council, currently composed of five specialists, has met once a year in São Paulo to analyze Oxiteno’s research and development project portfolio, as well as the management methodology applied. Their recommendations enable Oxiteno to improve its research and development activities’ efficiency, as well as to broaden the reach of its partnerships with international entities. In addition, Oxiteno has created specific scientific councils with specialists from its main segments.
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Oxiteno’s investments in research and development have resulted in the introduction of 7086 new products during the last three years. Oxiteno will continue to invest in research and development focused on developing new product applications to meet clients’ needs.
Trademarks and Patents
Ipiranga owns registrations for the trademarks used in its distribution business, such as Ipiranga,Quilômetros de Vantagens Ipiranga (“Km de Vantagens”), Jet Oil,Clube VIP Ipiranga,Clube do Milhão Ipiranga, Posto 24 horas, Atlantic, Ipiranga 4x4,Gasolina Original Ipiranga (Original Ipiranga Gasoline), among several others. The10-year period of validity of the registrations for these trademarks will expire between 20162018 and 2022. IPP also owns a supplying fuel pump and other patents.2028. Ipiranga acquired the am/pm brand in Brazil in November 2012 through an agreement signed with Atlantic Richfield Company.
Additionally, Ipiranga owns the registered trademarket “am/pm Estação” and has filed applications for the trademarks “Abastece Aí”, and “am/pm Super Store” and “am/pm Estação”, both of which are under INPI analysis.
The Company ownsother Company’s subsidiaries also own registrations and applications for its main trademarks, such as (i) Ultragaz, Ultragaz Ultrasystem and Brasilgás trademarks for the activities of Ultragaz, (ii) Extrafarma andClube Extrafarma trademarks for the activities of Extrafarma, (iii) Ultracargo and Ultradata for the activities of Ultracargo and (iv) Oxiteno. The10-year period of validity of the registrations for all its main trademarks: Extrafarma, Ultragaz, Brasilgás, Oxitenothese trademarks will expire between 2018 and Ultracargo.2028.
| D. | Trend Information |
LPG business
Between 2003 and the end of 2007, LPG prices charged to LPG distributors in Brazil remained stable, despite increases in oil and LPG prices in the international markets, which were partially offset by the appreciation of theReal compared to the U.S. dollar, reducing the difference between LPG prices in Brazil and in the international markets.dollar. However, since 2008 Petrobras has increased LPG refinery prices for commercial and industrial usage sporadically,sporadically. In 2017, LPG refinery prices were adjusted more frequently, as shown below:
(% increase) | Jan/08 | Apr/08 | Jul/08 | Jan/10 | Dec/14 | Sep/15 | Dec/15 | |||||||||||||||||||||
Commercial and industrial LPG | 15% | 10% | 6% | 6% | 15% | 11% | 4% | |||||||||||||||||||||
| Jan-08 | Apr-08 | Jul-08 | Jan-10 | Dec-14 | Sep-15 | Dec-15 | Dec-16 | |||||||||
Commercial and Industrial LPG (% adjustment) | 15% | 10% | 6% | 6% | 15% | 11% | 4% | 12% |
| Apr-17 | Jul-17 | Aug-17 | Sep-17 | Nov-17 | Dec-17 | |||||||
Commercial and Industrial LPG (% adjustment) | -4.0% | -5.2% and 8.0% | 7.2% | 2.3% and 7.9% | 6.5% | 5.3% |
The LPG refinery prices for residential use remained unchanged from May 2003 to September 2015, when Petrobras increased prices by 15%. In the last years, Petrobras’ practice was not to immediately reflect volatility of international prices of oil and its derivatives in the Brazilian market. In June 2017, the price dynamic for LPG supplied by the distributors was modified to reflect international price volatility and exchange rate variation, as show below:
| Mar-17 | Jun-17 | Jul-17 | Aug-17 | Sep-17 | Oct-17 | Nov-17 | Dec-17 | ||||||||
Residential LPG (% adjustment) | 9.8% | 6.7% | -4.5% | 6.9% | 10.7% and 6.9% | 12.9% | 4.5% | 8.9% |
For residential use, the price dynamic for LPG acquisition was adjusted at the refineries in January 2018 to soften the transfer of price volatility in the international market to the domestic price, The period for verification of international prices and currency rates which dictate the percentages of price adjustment will be the average of the preceding twelve months and no longer the monthly variation and price movement will now become quarterly and not monthly.
We cannot guarantee that this trend will continue. Any sharp increasefluctuation in LPG prices charged to LPG distributors could have an impact on Ultragaz’s results if it is unable to maintain its operational margins or sales volume.
LPG bulk sales are correlated to economic growth. Thus, an acceleration or deceleration in Brazilian GDP growth can affect our sales volume. Thisvolume, since the segment represented approximately 30% of the volume sold by Ultragaz. Bottled LPG is an essential good and, therefore, it has a relatively low correlation with economic performance.
Chemical and petrochemical business
The specialty chemicals volume in the Brazilian market is correlated to economic growth.performance. Therefore, an acceleration or deceleration in the Brazilian GDP growth can affect our sales volume, as Oxiteno’s specialty chemicals sales in Brazil represented 58%55% of its total sales in 2015.2017. In the end of 2008, Oxiteno concluded certain capacity expansions that, coupled with the increase of 70 thousand tons per year in the ethoxylate unit of Camaçari in 2010 and of 90 thousand tons per year of ethylene oxide also in Camaçari in 2011, allowed an increase in sales volume, exports and, therefore, in the share of international units in volume sold. In periods of the Brazilian market growth, Oxiteno aims at (i) increasing the volume sold in the domestic market once the logistics costs are usually lower than those of sales outside Brazil, and (ii) increasing sales volume of specialties products of higher value added than commodities. In 2015,2017, sales of specialty chemicals represented 85%82% of the total volume sold by Oxiteno.
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In 2012, Oxiteno expanded its activities to the United States, through the acquisition of a specialty chemicals plant in Pasadena, Texas, with production capacity of 32,00032 thousand tons per year, and to Uruguay, through the acquisition of American Chemical, a specialty chemicals Company, with production capacity of 81,00081 thousand tons per year. In 2013,2014, Oxiteno invested in the continuity of the expansion of itsthe production capacity in Coatzacoalcos, in Mexico.Coatzacoalcos. In 2015, Oxiteno announced investments of R$460 million in 2016. Such amount includes US$65 million to build a new ethoxylation unit in its site in Texas, which is expected to be completed in 2017.the first half of 2018. Until December 31, 2017, the total amount invested in this plant was US$118 million. The new facility will reach a production capacity of 170,000120 thousand tons per year in its finalinitial stage. Sharp changesIn 2017, Oxiteno invested R$463 million for maintenance of its units and for the new site in the foreign exchange rates can impact Oxiteno’s investments in Reais, leading to increased use of cash.Texas.
Almost all of Oxiteno’s products prices and variable costs are linked to U.S. dollar. Therefore, a sharp appreciation or depreciation of the U.S. dollar could have an impact on Oxiteno’s contribution margin in the future. In 2015,The depreciation of theReal depreciated 47% against the U.S. dollar influencing positively Oxiteno’s results. From December 31, 2015 to April 25,was 47% in 2015. In 2016, theReal appreciated 9%17% against the U.S. dollar. In 2017, theReal depreciated 2% against the U.S. dollar. From December 31, 2017 to March 31, 2018, theReal depreciated 0.5% against the U.S. dollar. We cannot predict what will be the trend of theReal in the future.
Oxiteno’s main raw material is ethylene, which is produced from naphtha in Brazil. Generally, naphtha prices in Brazil fluctuate with oil prices. In 2014, the slowdown in the global economy and the decisions of the OPEC member countries on oil production influenced the international oil price, which started the year at US$111/barrel (Brent) and remained stable until the third quarter, but ended 2014 at US$62/barrel. In 2015, oil prices ended at US$38/36/barrel, down 39%36% compared to 2014. In 2016, oil prices ended at US$55/barrel, up 55% compared to 2015. In 2017, oil prices ended at US$67/barrel, up 21% compared to 2016. From December 31, 20152017 to April 25, 2016,February 28, 2018, oil prices increaseddecreased by 10%4%. We cannot predict whether oil and ethylene prices maintain this trend. A sharp variation in ethylene prices would impact Oxiteno’s results if it is not able to keep operating margins. The second most important raw material for Oxiteno is the palm kernel oil, the international prices for which increased from US$903/ton in December 2015 to US$1,747/ton in December 2016. In 2017, palm kernel oil prices ended at US$1,367/ton, down 22% compared to 2016.
The increase in demand for chemical and petrochemical products in Brazil during the last years and the ongoing integration of regional and world markets have contributed to the increasing integration of the Brazilian petrochemical industry into the international marketplace. As a consequence, events affecting the petrochemical industry worldwide could have a material effect on our business and results of operations. The chemical industry performance worldwide was strongly affected by the world financial crisis in 2009, which caused the demand for chemical products to decrease in several countries. Due to the growth of the Brazilian chemicals market, that year, Oxiteno faces tougher competition from certain foreign producers since 2009, including ethylene oxide and derivatives producers with access tonatural-gas-based raw materials.
Fuel distribution business
In the recent past, the combined sales of gasoline, ethanol and natural gas (Otto cycle) in Brazil have been correlated mainly to the growth of the light vehicle fleet. According to ANFAVEA, in 2015,2017, the light vehicle fleet continued to grow, with about 2.52.2 million new vehicles licensed in Brazil, and estimated growth of 3%1.3% of the average fleet compared to 2014,2016, reaching about 40more than 42 million light vehicles. Additionally, we believe the current ratio of inhabitants per vehicle in Brazil is still low when compared to the rate seen in countries with similar level of development. According to 20132015 data released by ANFAVEA (the last available data), the penetration of light vehicles in Brazil is about 20%21% of total inhabitants, while in Argentina is 31% and in Mexico is 30%29%. Recent data show a
The Otto cycle posted growth of Otto cycle below1% in 2017, following a decrease in 2016, primarily reflecting the fleet growth, due to worsening in employment levels and household income. increase of the new light vehicle registrations during the period.
Diesel sales, which in 20152017 accounted for 51%50% of the volume sold by Ipiranga, have historically been correlated with Brazilian economic performance, particularly the agricultural and consumer goods segments. In 2015,2017, the Brazilian diesel market, according to ANP data, experienced a reductionshowed growth of 5%1% when compared to 2014,2016, influenced by the weak performance ofoverall economy’s performance. The increase in the economy and decrease in diesel consumption for thermoelectric power plants. A decrease in fuel consumption could have a negativepositive effect on the future volume sold by the Company and on its results.
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In the last few years, Petrobras’ practice was not to immediately reflect the volatility of international prices of oil and its derivatives in the Brazilian market. We cannot guarantee that this trend will continue.Between January 2012 and September 2016, increases in prices occurred, on average, every eight months. In October 2011,2016, Petrobras announced a new dynamic for gasoline and diesel with the Brazilian government reduced the percentageobjective of, anhydrous ethanol mixedamongst other aspects, fluctuating prices according to gasoline from 25% to 20%, due tointernational references on a shortage of ethanol production. To avoid the price increase of the gasoline to the end consumer, the government decided to reduce the CIDE tax from R$230/m³ to R$193/m³ at the same time. In November 2011, the government reduced again the CIDE tax of the gasoline A to R$91/m³ and the diesel from R$70/m³ to R$47/m³. This reduction of the CIDE tax allowed Petrobras to increasemonthly basis. Therefore, gasoline and diesel prices became directly influenced by 10%the international prices and 2%, respectively, without affecting prices to the distributor.Real/U.S. dollar exchange rate.
In
Prices began fluctuating on a daily basis on June 2012, Petrobras started to sporadically increase diesel and gasoline prices, as shown below, but the CIDE tax of both products was simultaneously reduced to zero, offsetting the effect of2017. The following graphs show the price increase at that moment to consumers. Subsequent increases had an impact on consumer prices. In January 2015,volatility of fuels acquired by the Brazilian government announceddistributors from the return of the CIDE tax and the increase in the PIS and COFINS taxes on fuel, with an impact of R$220/m³ for gasoline and R$150/m³ for diesel as from February 1, 2015.refineries:
(% increase) | Jun/12 | Jul/12 | Jan/13 | Mar/13 | Nov/13 | Nov/14 | Sep/15 | |||||||||||||||||||||
Diesel | 3.9% | 6.2% | 5.4% | 4.9% | 8.0% | 5.0% | 4.0% | |||||||||||||||||||||
Gasoline | 7.8% | – | 6.6% | – | 4.0% | 3.0% | 6.0% | |||||||||||||||||||||
Retail pharmacy business
Retail pharmacy is a relevant market in Brazil and during the last years has presented significant growth. According to ABRAFARMA, the revenues of its member companies grew by 12%9% in 20152017 compared to 2014.2016. We believe the sector has potential for continued growth, mainly due to:
| (i) | Brazilian aging population – the estimated Brazilian population over 60 years, which is responsible for the largest part of the consumption of medicines is estimated at 24 million people and is expected to reach 42 million people in 2030, an average growth of 4% per year, according to IBGE data; |
| (ii) | greater access to medicines, especially due to the growing prominence of generic drugs, which are cheaper than the reference branded medicine; and |
| (iii) | the growing sale of personal care and beauty products through the drugstore |
| E. | Off Balance Sheet Arrangements |
We do not have any off balance sheet arrangements.
| F. | Tabular Disclosure of Contractual Obligations |
The following table summarizes our contractual obligations, as of December 31, 2015:2017:
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| Payment due by period | Payment due by period | |||||||||||||||||||||||||||||||||||||||
Contractual obligations | Total | Up to 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | Up to 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | ||||||||||||||||||||||||||||||
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Financing | 8,854.2 | 1,067.7 | 6,541.9 | 1,194.4 | 50.2 | |||||||||||||||||||||||||||||||||||
Loans and hedging instruments, debentures and finance leases | 13,426.8 | 3,349.5 | 2,721.5 | 4,314.1 | 3,041.8 | |||||||||||||||||||||||||||||||||||
Estimated interest payments on financing(1)(2) | 2,257.6 | 448.0 | 1,036.2 | 754.7 | 18.7 | 3,144.5 | 460.5 | 792.8 | 653.9 | 1,237.2 | ||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments(3) | 369.7 | 184.6 | 185.1 | — | — | 422.2 | 145.2 | 136.6 | 113.4 | 27.0 | ||||||||||||||||||||||||||||||
Estimated planned funding of pension plan — Ultraprev(4) | 696.4 | 22.4 | 48.2 | 53.2 | 572.6 | 669.5 | 24.2 | 51.7 | 56.5 | 537.1 | ||||||||||||||||||||||||||||||
Purchase obligations — raw materials(5) | 2,098.3 | 330.8 | 661.7 | 661.7 | 444.1 | 1,724.9 | 399.3 | 798.6 | 463.2 | 63.8 | ||||||||||||||||||||||||||||||
Purchase obligations — utilities(6) | 62.5 | 20.3 | 45.8 | (3.5 | ) | — | 28.4 | 21.4 | 7.1 | — | — | |||||||||||||||||||||||||||||
Minimum tariff obligations — Ultracargo(7) | 69.4 | 8.6 | 16.4 | 16.4 | 28.1 | 91.5 | 11.0 | 21.9 | 21.9 | 36.7 | ||||||||||||||||||||||||||||||
Operating leases(8) | 282.7 | 65.8 | 98.2 | 51.9 | 67.0 | 876.4 | 145.3 | 207.4 | 207.4 | 316.3 | ||||||||||||||||||||||||||||||
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Total contractual obligations | 14,690.9 | 2,148.2 | 8,633.4 | 2,728.6 | 1,180.7 | 20,384.3 | 4,556.3 | 4,737.7 | 5,830.3 | 5,259.9 | ||||||||||||||||||||||||||||||
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| (1) | The estimated interest payment amount was calculated based on macro-economic assumptions including, on average for the period, principally (i) a |
| (2) | Includes estimated interest payments on our short-term and long-term debt. Does not include any information about our derivative instruments, for which the fair value is disclosed in Item 11. Quantitative and Qualitative Disclosures About Market Risk. See “Item 11. Quantitative and Qualitative Disclosures About Market Risk” for more information about our derivative instruments. |
| (3) | The currency and interest rate hedging instruments were estimated based on projected U.S. dollar futures contracts and the futures curve of DI x Pre |
| (4) | The estimated payment amount was calculated based on (i) a |
| (5) | Our subsidiary Oxiteno Nordeste has a supply agreement with Braskem which establishes a minimum annually consumption level of ethylene, |
| (6) | The purchase obligation relates to long-term contracts under which Oxiteno is required to purchase a minimum amount of energy annually. |
| (7) | Tequimar has agreements with CODEBA —Companhia Docas do Estado da Bahia and Complexo Industrial Portuário Governador Eraldo Gueiros, in connection with its ports facilities in Aratu and Suape, respectively. Such agreements establish a minimum cargo movement of products (i) in Aratu, of |
| (8) | The subsidiaries |
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| ITEM 6. | DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES |
| A. | Directors and Senior Management |
The following table lists the members of our Board of Directors and senior management as of April 25, 2016:6, 2018:
Name | Position | Years with the Company | Age | Position | Years with the Company | Age | ||||||||||||||||
Board of Directors | ||||||||||||||||||||||
Paulo Guilherme Aguiar Cunha | Chairman | 49 | 76 | Chairman | 51 | 78 | ||||||||||||||||
Lucio de Castro Andrade Filho | Vice Chairman | 39 | 71 | |||||||||||||||||||
Pedro Wongtschowski | Vice Chairman | 40 | 71 | |||||||||||||||||||
Alexandre Gonçalves Silva | Director | 1 | 71 | Director | 2 | 73 | ||||||||||||||||
Carlos Tadeu da Costa Fraga | Director | 1 | 58 | Director | 2 | 60 | ||||||||||||||||
Jorge Marques de Toledo Camargo | Director | 1 | 61 | Director | 2 | 63 | ||||||||||||||||
José Maurício Pereira Coelho | Director | 1 | 49 | Director | 2 | 51 | ||||||||||||||||
Lucio de Castro Andrade Filho | Director | 41 | 73 | |||||||||||||||||||
Nildemar Secches | Director | 14 | 67 | Director | 15 | 69 | ||||||||||||||||
Olavo Egydio Monteiro de Carvalho | Director | 13 | 74 | Director | 15 | 76 | ||||||||||||||||
Pedro Wongtschowski | Director | 38 | 70 | |||||||||||||||||||
Executive Officers | ||||||||||||||||||||||
Thilo Mannhardt | Chief Executive Officer | 5 | 61 | |||||||||||||||||||
Frederico Pinheiro Fleury Curado(1) | Chief Executive Officer | 0 | 56 | |||||||||||||||||||
André Pires de Oliveira Dias(2) | Chief Financial and Investor Relations Officer, Ultrapar | 0 | 49 | | Chief Financial and Investor Relations Officer, Ultrapar | 2 | 50 | |||||||||||||||
João Benjamin Parolin | Officer, Oxiteno | 30 | 57 | Officer, Oxiteno | 32 | 59 | ||||||||||||||||
Leocadio de Almeida Antunes Filho | Officer, Ipiranga | 8 | 65 | Officer, Ipiranga | 9 | 67 | ||||||||||||||||
André Covre | Officer, Extrafarma | 12 | 45 | Officer, Extrafarma | 14 | 47 | ||||||||||||||||
Pedro Jorge Filho | Officer, Ultragaz | 38 | 62 | Officer, Ultragaz | 40 | 63 | ||||||||||||||||
Ricardo Isaac Catran | Officer, Ultracargo | 36 | 61 | Officer, Ultracargo | 38 | 63 | ||||||||||||||||
| (1) |
| (2) | Mr. Pires assumed the position of Chief Financial and Investor Relations Officer in July 2015. See “Item 4.A. Information on the Company — History and Development of the Company”. |
Summarized below is information regarding the business experience, areas of experience and principal outside business interest of the current members of our Board of Directors and our senior management.
Board of Directors
Paulo Guilherme Aguiar Cunha. Mr. Cunha has been the chairmanChairman of our Board of Directors since 1998 and was our Chief Executive Officer until January 2007. Mr. Cunha has been a member of the Board of Directors of Monteiro Aranha S.A. since 1997. Mr. Cunha joined Ultrapar in 1967 and was appointed vice presidentVice President in 1973 and Chief Executive Officer in 1981. Mr. Cunha has also been a member of the CMN – National Monetary Council, a member of the board of BNDESPAR, a subsidiary of BNDES, president of the Brazilian Association of Technical Standards – ABNT, a member of the consulting board of ABIQUIM and president of IBP, the Brazilian Petroleum Institute (Instituto Brasileiro de Petróleo). Mr. Cunha is a board member of the Superior Council of Economy and of the Consultative Council for Industry of FIESP, the state of São Paulo Industry Association andex-president of IEDI – Research Institution for the Industrial Development, where he currently is a member of the Board of Directors. Mr. Cunha is also a member of the board of Insper – IBMEC Business School of the board of IPT – Technological Research Institution and of Development Council of PUC – RJ, an educational institution. SinceFrom 2008 to 2014, Mr. Cunha has also beenwas a board member of the Superior Strategic Council of FIESP.FIESP and of the board of IPT – Technological Research Institution from 2008 to 2012. Mr. Cunha received a degree in industrial mechanical engineering from PUC – Catholic University in Rio de Janeiro in 1962. Mr. Cunha also was a Professor of Engineering at the Catholic University and at the Federal University of Rio de Janeiro from 1963 to 1966.
Pedro Wongtschowski. Dr. Wongtschowski became an officer of Ultrapar in 1985, and CEO in January 2007, a position he held until December 2012. Currently, he serves as Vice-Chairman of Ultrapar’s Board of Directors. He is Chairman of the Board of the National Association for Research, Development and Engineering of Innovative Companies (Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras) and Chairman of the board of EMPRAPII (Empresa Brasileira de Pesquisa e Inovação Industrial). Since 2015, he is the Chairman of IEDI (Instituto de Estudos para o Desenvolvimento Industrial). Dr. Wongtschowski is a member of the Board of Directors of Embraer S.A., CTC (Centro de Tecnologia Canavieira) and othernon-profit-organizations. He is author orco-author of books related to the chemical industry. Dr. Wongtschowski is a Chemical Engineer, with MSc and PhD fromEscola Politécnica of the University of São Paulo.
Lucio de Castro Andrade Filho. Mr. Andrade Filho has been the vice chairmanVice Chairman of our Board of Directors since 1998. He joined Ultrapar in 1977 and since then Mr. Andrade Filho has held a number of positions with Ultrapar’s subsidiaries in the LPG, logistics, engineering and chemicals segments, as well as serving as Ultrapar’s vice presidentVice President from 1982 to 2006. Mr. Andrade Filho was also the Chief Executive Officer of GLP –Qualidade Compartilhada, an LPG industry association and a member of the Board of Directors of the Brazilian Petroleum Institute. He has also been a member ofAssociação Arte Despertar, from 2005 to 2009. Mr. Andrade Filho received degrees in civil engineering and in administration fromMackenzie University in São Paulo in 1968 and 1972, respectively.
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Pedro Wongtschowski. Mr. Wongtschowski has served as an officer of Ultrapar since 1985, becoming President and CEO from January 2007 to December 2012 and currently serves on the Board of Directors. He is Chairman of the Board of the National Research Center in Energy and Materials (“Centro Nacional de Pesquisa em Energia e Materiais”), Chairman of the Board of the National Association for Research, Development and Engineering of Innovative Companies (“Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras”) and Chairman of the Board of EMPRAPII (“Associação Brasileira de Pesquisa e Inovação Industrial”). Mr. Wongtschowski is a member of the Board of Directors of Embraer S.A., Companhia Nitroquímica Brasileira, CTC (Centro de Tecnologia Canavieira) and other private companies and non-profit-organizations. He is author or co-author of books related to the chemical industry. Mr. Wongtschowski is a Chemical Engineer, with MSc and PhD fromEscola Politécnica — Universidade de São Paulo.
Jorge Marques de Toledo Camargo. Mr. Camargo joined us as a member of the Board of Directors in April 2015. He has been a member of the Board of Directors of Prumo Logística S.A. since 2014. Mr. Camargo currently serves ashas also been a senior consultantmember of Statoil Brazil.the Board of Directors ofInstituto Brasileiro de Petróleo, Gás e Biocombustíveis since 2010, and in 2015, he became the President ofInstituto Brasileiro de Petróleo, Gás e Biocombustíveis. He has also been a Senior Consultantsenior consultant at McKinsey & Comp., Inc. since 2012, and a member of the Board of Directors of Mills Estruturas e Serviços de Engenharia S.A. since 2011. He was a member of the Board of Directors of Deepflex do Brasil LtdaLtda. from 2010 to 2013.2013 and a senior consultant of Statoil Brazil from 2010 to 2014. He has more than 35 years of experience in the oil industry. He graduated in geology from the University of Brasilia and obtained a master’s degree in geophysics from the University of Texas.
Nildemar Secches. Mr. Secches joined us in April 2002 as a member of our Board of Directors. Mr. Secches is a member of the Board of Directors of Itaú Unibanco Holding S.A., of WEG S.A. and of Cia Suzano Papel and Celulose. He was a member of the Board of Directors of Itaú Unibanco Holding S.A. from 2012 to 2017. From 2007 to 2013, he was the chairmanChairman of the Board of Directors of Brasil Foods S.A. and from 1995 to 2008 he was the CEO of Empresas Perdigão S.A. From 1972 to 1990, Mr. Secches worked for National Bank for Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social – BNDES), serving as an executive officerExecutive Officer from 1987 to 1990. From 1990 to 1994, Mr. Secches served as Chief Executive Officer of Grupo Iochpe-Maxion, where he is currently a member of the Board of Directors. Mr. Secches also previously held positions of Chief Executive Officer of ABEF – Brazilian Association of Chicken Producers and Exporters and vice-president of ABIPECS – Brazilian Association of Pork Producers and Exporters Industries. Mr. Secches received a degree in mechanical engineering from the University of São Paulo, a master’s degree in finance from PUC – Catholic University in Rio de Janeiro and a doctoral course in economics from the University of Campinas (in the state of São Paulo).
José Maurício Pereira Coelho. Mr. Coelho joined Ultrapar in April 2015 as a member of the Board of Directors. He currently is the President and CEO of BB Seguridade Participações S.A. He was the Vice-president of Financial Management and Investor Relations of Banco do Brasil S.A. sincefrom 2015 to 2017 (January) and a member of the Board of Directors of Grupo Neoenergia and has beenfrom 2009 to 2014. Mr. Coelho was also a member of the Board of Directors of the BB Securities LLC, New York, since 2009.BB Securities Limited, London and BB Securities Asia Pte. Ltda., Singapore, from 2009 to 2015. He has also been a member of the Board of Directors of Cielo S.A since 2012. He obtained a degree in accounting fromFaculdade Unigranrio, Rio de Janeiro, in 1990. He has an MBA in Finance and Capital Markets, with specialization in Corporate Governance from FGV/RJ.
Olavo Egydio Monteiro de Carvalho. Mr. Monteiro de Carvalho joined our Company in December 2002 as a member of the Board of Directors. He is the chairmanChairman of the Board of Directors of Monteiro Aranha S.A. and a member on the Board of Directors of Klabin S.A. He is also a member of the Board of the Municipal Development Advisory(Conselho Municipal do Desenvolvimento – COMUDES), partner of Geociclo Biotecnologia S.A., member of the of the Board of Directors of AgênciaRio-Negócios, an investment and promotion agency created to promote the economic and commercial development of Rio de Janeiro and was president ofAssociação Comercial do Rio de Janeiro until 2009. He holds a mechanical engineering degree from Technische Hochschule in Munich.
Alexandre Gonçalves Silva. Mr. Silva joined us in April 2015 as a member of the Board of Directors. Mr. Silva has been a member of the Board of Directors of Embraer S.A. since 2011, and in 2012, he became the Chairman of the Board of Directors of Embraer S.A. He has also been a member of the Board of Directors of Fibria Celulose S.A. since 2011,2009, Companhia Nitro Química Brasileira since 2012 and Votorantim Cimentos since 2016. Mr. Silva was a member of the Board of Directors of Tecsis – Tecnologia e Sistemas Avançados since 2003 and Companhia Nitro Química Brasileira since 2012. Mr. Silvafrom 2013 to 2016. He was also CEO of General Electric in Brazil from 2001 to 2007. He is a member of the Board of AMCHAM – American Chamber of Commerce for Brazil since 2003. He received a degree in industrial mechanical engineering from PUC – Catholic University in Rio de Janeiro in 1967.
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Carlos Tadeu da Costa Fraga. Mr. Fraga joined us in April 2015 as a member of the Board of Directors. He has been a member of the Board of Directors of Açu Petróleo S.A. since 2017, MRO Logistics S.A. since 2016,Instituto Brasileiro de Petróleo, Gás e Biocombustíveis since 2016 and GranBio Investimentos S.A. since 2015. Mr. Fraga was a member of the Technological Park Council of theUniversidade Federal do Rio de Janeiro from 2006 to 2012. He was also a member of the Orientation Board ofInstituto de Pesquisas Tecnológicas de São Paulo from 2008 to 2012, and the Executive Manager of Exploration and Production of thePre-salt of Petrobras – Petróleo Brasileiro S.A. from 2012 to 2015 (February). He earned a degree in civil engineering from UFRJ (Universidade Federal doUniversity of Rio de Janeiro) in 1980.
Executive Officers
Thilo Mannhardt.Frederico Pinheiro Fleury Curado.Mr. Mannhardt has beenFrederico P. F. Curado joined Ultrapar in October 2017 as Chief Executive Officer. Mr. Curado served as President and Chief Executive Officer of Embraer S.A. from 2007 to 2016, where he previously held the Company’s CEO since January 2013.positions of Executive Vice-President, Airline Market from 1998 to 2007, and Executive Vice-President, Planning and Organizational Development, from 1995 to 1998. Mr. Mannhardt joined our Company in April 2011 asCurado is anon-executive member of ourthe Board of Directors until December 2012.of Transocean Ltd (since 2013) and of ABB Ltd (since 2016). He was a senior partneris also Vice-Chairman of the ICC—International Chamber of Commerce (since 2013). Mr. Curado previously served asnon-executive Director of Iochpe-Maxion S.A. (from 2015 to 2017) and directorChairman of McKinsey & Co., a global management consulting firm, where he served from 1985the Brazilian Chapter of theBrazil-United States Business Council (from 2011 to 2012. Mr. Mannhardt has a master’s2016). He received his Bachelor of Science degree in aeronauticalMechanical-Aeronautical Engineering from theInstituto Tecnológico de Aeronáutica in Brazil in 1983 and aerospace engineeringan executive Masters in Business Administration from Technische Universität Berlin and holds additionally a degreethe University of São Paulo in business administration. Furthermore, Mr. Mannhardt holds a PhD in systems engineering and aeronautics from Technische Universität Berlin.1997.
André Pires de Oliveira Dias.Mr. Pires joined Ultrapar in July 2015 as Chief Financial and Investor Relations Officer. With over 25 years of experience in the financial and capital markets, Mr. Pires began his career in 1988 and held several positions in Brazil and in the United States in Banco Geral de Comércio, Montgomery Asset Management, Banco BBA Creditanstalt and BNP Paribas. He joined Gerdau S.A. in 2004 where he worked as a fund manager in Gerdau’s family office and as CFO in Gerdau Ameristeel in the United States. In 2013, Mr. Pires was appointed Executive Vice President of the Executive Committee of Gerdau and CFO, positions he held until 2015. Mr. Pires holds a bachelor degree in business administration with an emphasis in finance fromFundação Getulio Vargas and attended the Advanced Management Program at the University of Pennsylvania in the United States.
André Covre. Mr. Covre joined Ultrapar in September 2003 as Corporate Planning and Investor Relations Director. Mr. Covre has beenDirector and worked in such capacity until March 2007, when he assumed the position as the Company’s Chief Financial and Investor RelationsRelation Officer since March 2007.until July 2015. Since that date, Mr. Covre has been the Chief Executive Officer of Extrafarma, Ultrapar´s drugstore business. Mr. Covre has 25 years of experience in multiple management functions, including the field ofgeneral management, strategic and corporate development, growth and turnaround ventures, corporate governance, mergers & acquisitions and capital markets. Mr. Covre was the coordinator of the Capital Markets Committee of IBGC (Brazilian Institute of Corporate Governance from 2012 to 2015). From 2008 to 2010, Mr. Covre was the chairmanChairman and from 2010 to 2013 was vice-chairmanVice-Chairman of the Latin American Corporate Governance Roundtable’s Companies Circle, athe corporate governance development group in Latin America, supported by the Organization forof EconomicCo-operation and Development – OECD,(OECD), International Finance Corporation – IFC(IFC) and Global Corporate Governance Forum – GCGF, aiming at developing corporate governance in Latin America.(GCGF). Mr. Covre began his career with Unisys Corp. in the United States, was formerly the treasurer of Pepsi Cola Engarrafadora in Brazil and a director of ABN AMRO Capital in Amsterdam, a private equity and venture capital fund. Mr. Covre holds an MBA from INSEAD, in France, and a bachelor degree in government studies fromFundação Getulio Vargasin São Paulo.
João Benjamin Parolin. Mr. Parolin joined the Company in 1986, working in Oxiteno’s commercial department prior to assuming the position of Oxiteno’s Chief Operating Officer in 2007. Mr. Parolin formerly served as marketing manager from 1989 to 1992 and sales manager from 1992 to 2000. From 2000 to 2006, he held the sales director position at Oxiteno. Prior to joining Oxiteno, Mr. Parolin worked in the commercial area at Dow Química S.A. Mr. Parolin received a bachelor degree in chemical engineering fromEscola Politécnica da Universidade de São Paulo in 1980, a post-graduate degree in Marketing Administration atFundação Getulio Vargas and a master’s degree in business administration fromFundação Instituto de Administração – Universidade de São Paulo in 2003. As a complement to his academic background he attended the STC – Skills, Tools and Competences fromFundação Dom Cabral/J.L Kellogg Graduate School of Management (Northwestern University) in 2000 and the Advanced Management Program at Wharton University in 2005.
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Leocadio de Almeida Antunes Filho.Mr. Antunes has been an officer of Ultrapar since May 2008. He has held a number of positions at Ipiranga since 1987 when he joined as commercial officer at Fertisul S.A. and officer at Ipiranga Serrana Fertilizantes S.A. From 1993 to 2008, he served as an executive officer at CBPI and DPPI. Currently Mr. Antunes is Ipiranga’s Chief Operating Officer and is also a member of the Boardboard of Sindicom.Plural. Mr. Antunes is also a member of the Board of Directors of the Brazilian Petroleum Institute – IBP and of the Association for Convenience and Fuel Retailing – NACS. He earned a degree in Economics fromUniversidade Federal do Rio Grande do Sul and post graduate and a master’s degree in Agricultural Economics at University of Reading (UK) and University of London, respectively. Furthermore, he has completed the Advanced Executive Program, from J.L. Kellogg Graduate School of Management at Northwestern University.
Executive Officers
Frederico Pinheiro Fleury Curado(1)
André Pires de Oliveira Dias(2)
João Benjamin Parolin
Leocadio de Almeida Antunes Filho
André Covre
Pedro Jorge Filho.
Ricardo Isaac Catran
| (1) | Mr.
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| (2) | Mr. Pires assumed the position of Chief Financial and Investor Relations Officer in July 2015. See “Item 4.A. Information on the Company
|
Summarized below is information regarding the business experience, areas of experience and principal outside business interest of the current members of our Board of Directors and our senior management.
Board of Directors
Paulo Guilherme Aguiar Cunha. Mr. Cunha has been the Chairman of our Board of Directors since 1998 and was our Chief Executive Officer until January 2007. Mr. Cunha has been a member of the Board of Directors of Monteiro Aranha S.A. since 1997. Mr. Cunha joined Ultrapar in 1967 and was appointed Vice President in 1973 and Chief Executive Officer in 1981. Mr. Cunha has also been a member of the CMN – National Monetary Council, a member of the board of BNDESPAR, a subsidiary of BNDES, president of the Brazilian Association of Technical Standards – ABNT, a member of the consulting board of ABIQUIM and president of IBP, the Brazilian Petroleum Institute (Instituto Brasileiro de Petróleo). Mr. Cunha is a board member of the Superior Council of Economy and of the Consultative Council for Industry of FIESP, the state of São Paulo Industry Association andex-president of IEDI – Research Institution for the Industrial Development, where he currently is a member of the Board of Directors. Mr. Cunha is also a member of the board of Insper – IBMEC Business School and of Development Council of PUC – RJ, an educational institution. From 2008 to 2014, Mr. Cunha was a board member of the Superior Strategic Council of FIESP and of the board of IPT – Technological Research Institution from 2008 to 2012. Mr. Cunha received a degree in industrial mechanical engineering from PUC – Catholic University in Rio de Janeiro in 1962. Mr. Cunha also was a Professor of Engineering at the Catholic University and at the Federal University of Rio de Janeiro from 1963 to 1966.
Pedro Wongtschowski. Dr. Wongtschowski became an officer of Ultrapar in 1985, and CEO in January 2007, a position he held until December 2012. Currently, he serves as Vice-Chairman of Ultrapar’s Board of Directors. He is Chairman of the Board of the National Association for Research, Development and Engineering of Innovative Companies (Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras) and Chairman of the board of EMPRAPII (Empresa Brasileira de Pesquisa e Inovação Industrial). Since 2015, he is the Chairman of IEDI (Instituto de Estudos para o Desenvolvimento Industrial). Dr. Wongtschowski is a member of the Board of Directors of Embraer S.A., CTC (Centro de Tecnologia Canavieira) and othernon-profit-organizations. He is author orco-author of books related to the chemical industry. Dr. Wongtschowski is a Chemical Engineer, with MSc and PhD fromEscola Politécnica of the University of São Paulo.
Lucio de Castro Andrade Filho. Mr. Andrade Filho has been the Vice Chairman of our Board of Directors since 1998. He joined Ultrapar in 1977 and since then Mr. Andrade Filho has held a number of positions with Ultrapar’s subsidiaries in the LPG, logistics, engineering and chemicals segments, as well as serving as Ultrapar’s Vice President from 1982 to 2006. Mr. Andrade Filho was also the Chief Executive Officer of GLP –Qualidade Compartilhada, an LPG industry association and a member of the Board of Directors of the Brazilian Petroleum Institute. He has also been a member ofAssociação Arte Despertar, from 2005 to 2009. Mr. Andrade Filho received degrees in civil engineering and in administration from Mackenzie University in São Paulo in 1968 and 1972, respectively.
Jorge Marques de Toledo Camargo. Mr. Camargo joined us as a member of the Board of Directors in April 2015. He has been a member of the Board of Directors of Prumo Logística S.A. since 2014. Mr. Camargo has also been a member of the Board of Directors ofInstituto Brasileiro de Petróleo, Gás e Biocombustíveis since 2010, and in 2015, he became the President ofInstituto Brasileiro de Petróleo, Gás e Biocombustíveis. He has also been a senior consultant at McKinsey & Comp., Inc. since 2012, and a member of the Board of Directors of Mills Estruturas e Serviços de Engenharia S.A. since 2011. He was a member of the Board of Directors of Deepflex do Brasil Ltda. from 2010 to 2013 and a senior consultant of Statoil Brazil from 2010 to 2014. He has more than 35 years of experience in the oil industry. He graduated in geology from the University of Brasilia and obtained a master’s degree in geophysics from the University of Texas.
Nildemar Secches. Mr. Secches joined us in April 2002 as a member of our Board of Directors. Mr. Secches is a member of the Board of Directors of WEG S.A. and of Suzano Papel and Celulose. He was a member of the Board of Directors of Itaú Unibanco Holding S.A. from 2012 to 2017. From 2007 to 2013, he was the Chairman of the Board of Directors of Brasil Foods S.A. and from 1995 to 2008 he was the CEO of Empresas Perdigão S.A. From 1972 to 1990, Mr. Secches worked for National Bank for Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social – BNDES), serving as an Executive Officer from 1987 to 1990. From 1990 to 1994, Mr. Secches served as Chief Executive Officer of Grupo Iochpe-Maxion, where he is currently a member of the Board of Directors. Mr. Secches also previously held positions of Chief Executive Officer of ABEF – Brazilian Association of Chicken Producers and Exporters and vice-president of ABIPECS – Brazilian Association of Pork Producers and Exporters Industries. Mr. Secches received a degree in mechanical engineering from the University of São Paulo, a master’s degree in finance from PUC – Catholic University in Rio de Janeiro and a doctoral course in economics from the University of Campinas (in the state of São Paulo).
José Maurício Pereira Coelho. Mr. Coelho joined Ultrapar in April 2015 as a member of the Board of Directors. He currently is the President and CEO of BB Seguridade Participações S.A. He was the Vice-president of Financial Management and Investor Relations of Banco do Brasil S.A. from 2015 to 2017 (January) and a member of the Board of Directors of Grupo Neoenergia from 2009 to 2014. Mr. Coelho was also a member of the Board of Directors of the BB Securities LLC, New York, BB Securities Limited, London and BB Securities Asia Pte. Ltda., Singapore, from 2009 to 2015. He has also been a member of the Board of Directors of Cielo S.A since 2012. He obtained a degree in accounting fromFaculdade Unigranrio, Rio de Janeiro, in 1990. He has an MBA in Finance and Capital Markets, with specialization in Corporate Governance from FGV/RJ.
Olavo Egydio Monteiro de Carvalho. Mr. Monteiro de Carvalho joined our Company in December 2002 as a member of the Board of Directors. He is the Chairman of the Board of Directors of Monteiro Aranha S.A. and a member on the Board of Directors of Klabin S.A. He is also a member of the Board of the Municipal Development Advisory(Conselho Municipal do Desenvolvimento – COMUDES), partner of Geociclo Biotecnologia S.A., member of the of the Board of Directors of AgênciaRio-Negócios, an investment and promotion agency created to promote the economic and commercial development of Rio de Janeiro and was president ofAssociação Comercial do Rio de Janeiro until 2009. He holds a mechanical engineering degree from Technische Hochschule in Munich.
Alexandre Gonçalves Silva. Mr. Silva joined us in April 2015 as a member of the Board of Directors. Mr. Silva has been a member of the Board of Directors of Embraer S.A. since 2011, and in 2012, he became the Chairman of the Board of Directors of Embraer S.A. He has also been a member of the Board of Directors of Fibria Celulose S.A. since 2009, Companhia Nitro Química Brasileira since 2012 and Votorantim Cimentos since 2016. Mr. Silva was a member of the Board of Directors of Tecsis – Tecnologia e Sistemas Avançados from 2013 to 2016. He was also CEO of General Electric in Brazil from 2001 to 2007. He received a degree in industrial mechanical engineering from PUC – Catholic University in Rio de Janeiro in 1967.
Carlos Tadeu da Costa Fraga. Mr. Fraga joined us in April 2015 as a member of the Board of Directors. He has been a member of the Board of Directors of Açu Petróleo S.A. since 2017, MRO Logistics S.A. since 2016,Instituto Brasileiro de Petróleo, Gás e Biocombustíveis since 2016 and GranBio Investimentos S.A. since 2015. Mr. Fraga was a member of the Technological Park Council of theUniversidade Federal do Rio de Janeiro from 2006 to 2012. He was also a member of the Orientation Board ofInstituto de Pesquisas Tecnológicas de São Paulo from 2008 to 2012, and the Executive Manager of Exploration and Production of thePre-salt of Petrobras – Petróleo Brasileiro S.A. from 2012 to 2015 (February). He earned a degree in civil engineering from Federal University of Rio de Janeiro in 1980.
Executive Officers
Frederico Pinheiro Fleury Curado. Mr. Frederico P. F. Curado joined Ultrapar in October 2017 as Chief Executive Officer. Mr. Curado served as President and Chief Executive Officer of Embraer S.A. from 2007 to 2016, where he previously held the positions of Executive Vice-President, Airline Market from 1998 to 2007, and Executive Vice-President, Planning and Organizational Development, from 1995 to 1998. Mr. Curado is anon-executive member of the Board of Directors of Transocean Ltd (since 2013) and of ABB Ltd (since 2016). He is also Vice-Chairman of the ICC—International Chamber of Commerce (since 2013). Mr. Curado previously served asnon-executive Director of Iochpe-Maxion S.A. (from 2015 to 2017) and Chairman of the Brazilian Chapter of theBrazil-United States Business Council (from 2011 to 2016). He received his Bachelor of Science degree in Mechanical-Aeronautical Engineering from theInstituto Tecnológico de Aeronáutica in Brazil in 1983 and an executive Masters in Business Administration from the University of São Paulo in 1997.
André Pires de Oliveira Dias.Mr. Pires joined Ultrapar in July 2015 as Chief Financial and Investor Relations Officer. With over 25 years of experience in the financial and capital markets, Mr. Pires began his career in 1988 and held several positions in Brazil and in the United States in Banco Geral de Comércio, Montgomery Asset Management, Banco BBA Creditanstalt and BNP Paribas. He joined Gerdau S.A. in 2004 where he worked as a fund manager in Gerdau’s family office and as CFO in Gerdau Ameristeel in the United States. In 2013, Mr. Pires was appointed Executive Vice President of the Executive Committee of Gerdau and CFO, positions he held until 2015. Mr. Pires holds a bachelor degree in business administration with an emphasis in finance fromFundação Getulio Vargas and attended the Advanced Management Program at the University of Pennsylvania in the United States.
André Covre. Mr. Covre joined Ultrapar in 2003 as Corporate Planning and Investor Relations Director and worked in such capacity until March 2007, when he assumed the position as the Company’s Chief Financial and Investor Relation Officer until July 2015. Since that date, Mr. Covre has been the Chief Executive Officer of Extrafarma, Ultrapar´s drugstore business. Mr. Covre has 25 years of experience in multiple management functions, including general management, strategic and corporate development, growth and turnaround ventures, corporate governance, mergers & acquisitions and capital markets. From 2008 to 2010, Mr. Covre was the Chairman and from 2010 to 2013 was Vice-Chairman of the Latin American Corporate Governance Roundtable’s Companies Circle, the corporate governance development group in Latin America, supported by the Organization of EconomicCo-operation and Development (OECD), International Finance Corporation (IFC) and Global Corporate Governance Forum (GCGF). Mr. Covre began his career with Unisys Corp. in the United States, was formerly the treasurer of Pepsi Cola Engarrafadora in Brazil and a director of ABN AMRO Capital in Amsterdam, a private equity and venture capital fund. Mr. Covre holds an MBA from INSEAD, in France, and a bachelor degree in government studies fromFundação Getulio Vargas in São Paulo.
João Benjamin Parolin. Mr. Parolin joined the Company in 1986, working in Oxiteno’s commercial department prior to assuming the position of Oxiteno’s Chief Operating Officer in 2007. Mr. Parolin formerly served as marketing manager from 1989 to 1992 and sales manager from 1992 to 2000. From 2000 to 2006, he held the sales director position at Oxiteno. Prior to joining Oxiteno, Mr. Parolin worked in the commercial area at Dow Química S.A. Mr. Parolin received a bachelor degree in chemical engineering fromEscola Politécnica da Universidade de São Paulo in 1980, a post-graduate degree in Marketing Administration atFundação Getulio Vargas and a master’s degree in business administration fromFundação Instituto de Administração – Universidade de São Paulo in 2003. As a complement to his academic background he attended the STC – Skills, Tools and Competences fromFundação Dom Cabral/J.L Kellogg Graduate School of Management (Northwestern University) in 2000 and the Advanced Management Program at Wharton University in 2005.
Leocadio de Almeida Antunes Filho.Mr. Antunes has been an officer of Ultrapar since May 2008. He has held a number of positions at Ipiranga since 1987 when he joined as commercial officer at Fertisul S.A. and officer at Ipiranga Serrana Fertilizantes S.A. From 1993 to 2008, he served as an executive officer at CBPI and DPPI. Currently Mr. Antunes is Ipiranga’s Chief Operating Officer and is also a member of the board of Plural. Mr. Antunes is also a member of the Board of Directors of the Brazilian Petroleum Institute – IBP and of the Association for Convenience and Fuel Retailing – NACS. He earned a degree in Economics fromUniversidade Federal do Rio Grande do Sul and post graduate and a master’s degree in Agricultural Economics at University of Reading (UK) and University of London, respectively. Furthermore, he has completed the Advanced Executive Program, from J.L. Kellogg Graduate School of Management at Northwestern University.
Executive Officers
As of December 31, 2015, our Board of Executive Officers was comprised of a minimum of four and a maximum of eight members, including our Frederico Pinheiro Fleury Curado(1)
André Pires de Oliveira Dias(2)
MembersJoão Benjamin Parolin
Leocadio de Almeida Antunes Filho
André Covre
Pedro Jorge Filho
Ricardo Isaac Catran
| (1) | Mr. Curado assumed the position of
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| (2) | Mr. Pires assumed the position of Chief Financial and Investor Relations Officer in July 2015. See “Item 4.A. Information on the Company —
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Summarized below is information regarding the business experience, areas of experience and principal outside business interest of the current members of our Board of Directors and our senior management.
Board of Directors
Paulo Guilherme Aguiar Cunha. Mr. Cunha has been the Chairman of our Board of Directors since 1998 and was our Chief Executive Officer until January 2007. Mr. Cunha has been a member of the Board of Directors of Monteiro Aranha S.A. since 1997. Mr. Cunha joined Ultrapar in 1967 and was appointed Vice President in 1973 and Chief Executive Officer in 1981. Mr. Cunha has also been a member of the CMN – National Monetary Council, a member of the board of BNDESPAR, a subsidiary of BNDES, president of the Brazilian Association of Technical Standards – ABNT, a member of the consulting board of ABIQUIM and president of IBP, the Brazilian Petroleum Institute (Instituto Brasileiro de Petróleo). Mr. Cunha is a board member of the Superior Council of Economy and of the Consultative Council for Industry of FIESP, the state of São Paulo Industry Association andex-president of IEDI – Research Institution for the Industrial Development, where he currently is a member of the Board of Directors. Mr. Cunha is also a member of the board of Insper – IBMEC Business School and of Development Council of PUC – RJ, an educational institution. From 2008 to 2014, Mr. Cunha was a board member of the Superior Strategic Council of FIESP and of the board of IPT – Technological Research Institution from 2008 to 2012. Mr. Cunha received a degree in industrial mechanical engineering from PUC – Catholic University in Rio de Janeiro in 1962. Mr. Cunha also was a Professor of Engineering at the Catholic University and at the Federal University of Rio de Janeiro from 1963 to 1966.
Pedro Wongtschowski. Dr. Wongtschowski became an officer of Ultrapar in 1985, and CEO in January 2007, a position he held until December 2012. Currently, he serves as Vice-Chairman of Ultrapar’s Board of Directors. He is Chairman of the Board of the National Association for Research, Development and Engineering of Innovative Companies (Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras) and Chairman of the board of EMPRAPII (Empresa Brasileira de Pesquisa e Inovação Industrial). Since 2015, he is the Chairman of IEDI (Instituto de Estudos para o Desenvolvimento Industrial). Dr. Wongtschowski is a member of the Board of Directors of Embraer S.A., CTC (Centro de Tecnologia Canavieira) and othernon-profit-organizations. He is author orco-author of books related to the chemical industry. Dr. Wongtschowski is a Chemical Engineer, with MSc and PhD fromEscola Politécnica of the University of São Paulo.
Lucio de Castro Andrade Filho. Mr. Andrade Filho has been the Vice Chairman of our Board of Directors since 1998. He joined Ultrapar in 1977 and since then Mr. Andrade Filho has held a number of positions with Ultrapar’s subsidiaries in the LPG, logistics, engineering and chemicals segments, as well as serving as Ultrapar’s Vice President from 1982 to 2006. Mr. Andrade Filho was also the Chief Executive Officer of GLP –Qualidade Compartilhada, an LPG industry association and a member of the Board of Directors of the Brazilian Petroleum Institute. He has also been a member ofAssociação Arte Despertar, from 2005 to 2009. Mr. Andrade Filho received degrees in civil engineering and in administration from Mackenzie University in São Paulo in 1968 and 1972, respectively.
Jorge Marques de Toledo Camargo. Mr. Camargo joined us as a member of the Board of Directors in April 2015. He has been a member of the Board of Directors of Prumo Logística S.A. since 2014. Mr. Camargo has also been a member of the Board of Directors ofInstituto Brasileiro de Petróleo, Gás e Biocombustíveis since 2010, and in 2015, he became the President ofInstituto Brasileiro de Petróleo, Gás e Biocombustíveis. He has also been a senior consultant at McKinsey & Comp., Inc. since 2012, and a member of the Board of Directors of Mills Estruturas e Serviços de Engenharia S.A. since 2011. He was a member of the Board of Directors of Deepflex do Brasil Ltda. from 2010 to 2013 and a senior consultant of Statoil Brazil from 2010 to 2014. He has more than 35 years of experience in the oil industry. He graduated in geology from the University of Brasilia and obtained a master’s degree in geophysics from the University of Texas.
Nildemar Secches. Mr. Secches joined us in April 2002 as a member of our Board of Directors. Mr. Secches is a member of the Board of Directors of WEG S.A. and of Suzano Papel and Celulose. He was a member of the Board of Directors of Itaú Unibanco Holding S.A. from 2012 to 2017. From 2007 to 2013, he was the Chairman of the Board of Directors of Brasil Foods S.A. and from 1995 to 2008 he was the CEO of Empresas Perdigão S.A. From 1972 to 1990, Mr. Secches worked for National Bank for Economic and Social Development (Banco Nacional de Desenvolvimento Econômico e Social – BNDES), serving as an Executive Officer from 1987 to 1990. From 1990 to 1994, Mr. Secches served as Chief Executive Officer of Grupo Iochpe-Maxion, where he is currently a member of the Board of Directors. Mr. Secches also previously held positions of Chief Executive Officer of ABEF – Brazilian Association of Chicken Producers and Exporters and vice-president of ABIPECS – Brazilian Association of Pork Producers and Exporters Industries. Mr. Secches received a degree in mechanical engineering from the University of São Paulo, a master’s degree in finance from PUC – Catholic University in Rio de Janeiro and a doctoral course in economics from the University of Campinas (in the state of São Paulo).
José Maurício Pereira Coelho. Mr. Coelho joined Ultrapar in April 2015 as a member of the Board of Directors. He currently is the President and CEO of BB Seguridade Participações S.A. He was the Vice-president of Financial Management and Investor Relations of Banco do Brasil S.A. from 2015 to 2017 (January) and a member of the Board of Directors of Grupo Neoenergia from 2009 to 2014. Mr. Coelho was also a member of the Board of Directors of the BB Securities LLC, New York, BB Securities Limited, London and BB Securities Asia Pte. Ltda., Singapore, from 2009 to 2015. He has also been a member of the Board of Directors of Cielo S.A since 2012. He obtained a degree in accounting fromFaculdade Unigranrio, Rio de Janeiro, in 1990. He has an MBA in Finance and Capital Markets, with specialization in Corporate Governance from FGV/RJ.
Olavo Egydio Monteiro de Carvalho. Mr. Monteiro de Carvalho joined our Company in December 2002 as a member of the Board of Directors. He is the Chairman of the Board of Directors of Monteiro Aranha S.A. and a member on the Board of Directors of Klabin S.A. He is also a member of the Board of the Municipal Development Advisory(Conselho Municipal do Desenvolvimento – COMUDES), partner of Geociclo Biotecnologia S.A., member of the of the Board of Directors of AgênciaRio-Negócios, an investment and promotion agency created to promote the economic and commercial development of Rio de Janeiro and was president ofAssociação Comercial do Rio de Janeiro until 2009. He holds a mechanical engineering degree from Technische Hochschule in Munich.
Alexandre Gonçalves Silva. Mr. Silva joined us in April 2015 as a member of the Board of Directors. Mr. Silva has been a member of the Board of Directors of Embraer S.A. since 2011, and in 2012, he became the Chairman of the Board of Directors of Embraer S.A. He has also been a member of the Board of Directors of Fibria Celulose S.A. since 2009, Companhia Nitro Química Brasileira since 2012 and Votorantim Cimentos since 2016. Mr. Silva was a member of the Board of Directors of Tecsis – Tecnologia e Sistemas Avançados from 2013 to 2016. He was also CEO of General Electric in Brazil from 2001 to 2007. He received a degree in industrial mechanical engineering from PUC – Catholic University in Rio de Janeiro in 1967.
Carlos Tadeu da Costa Fraga. Mr. Fraga joined us in April 2015 as a member of the Board of Directors. He has been a member of the Board of Directors of Açu Petróleo S.A. since 2017, MRO Logistics S.A. since 2016,Instituto Brasileiro de Petróleo, Gás e Biocombustíveis since 2016 and GranBio Investimentos S.A. since 2015. Mr. Fraga was a member of the Technological Park Council of theUniversidade Federal do Rio de Janeiro from 2006 to 2012. He was also a member of the Orientation Board ofInstituto de Pesquisas Tecnológicas de São Paulo from 2008 to 2012, and the Executive Manager of Exploration and Production of thePre-salt of Petrobras – Petróleo Brasileiro S.A. from 2012 to 2015 (February). He earned a degree in civil engineering from Federal University of Rio de Janeiro in 1980.
Executive Officers
Frederico Pinheiro Fleury Curado. Mr. Frederico P. F. Curado joined Ultrapar in October 2017 as Chief Executive Officer. Mr. Curado served as President and Chief Executive Officer of Embraer S.A. from 2007 to 2016, where he previously held the positions of Executive Vice-President, Airline Market from 1998 to 2007, and Executive Vice-President, Planning and Organizational Development, from 1995 to 1998. Mr. Curado is anon-executive member of the Board of Directors of Transocean Ltd (since 2013) and of ABB Ltd (since 2016). He is also Vice-Chairman of the ICC—International Chamber of Commerce (since 2013). Mr. Curado previously served asnon-executive Director of Iochpe-Maxion S.A. (from 2015 to 2017) and Chairman of the Brazilian Chapter of theBrazil-United States Business Council (from 2011 to 2016). He received his Bachelor of Science degree in Mechanical-Aeronautical Engineering from theInstituto Tecnológico de Aeronáutica in Brazil in 1983 and an executive Masters in Business Administration from the University of São Paulo in 1997.
André Pires de Oliveira Dias.Mr. Pires joined Ultrapar in July 2015 as Chief Financial and Investor Relations Officer. With over 25 years of experience in the financial and capital markets, Mr. Pires began his career in 1988 and held several positions in Brazil and in the United States in Banco Geral de Comércio, Montgomery Asset Management, Banco BBA Creditanstalt and BNP Paribas. He joined Gerdau S.A. in 2004 where he worked as a fund manager in Gerdau’s family office and as CFO in Gerdau Ameristeel in the United States. In 2013, Mr. Pires was appointed Executive Vice President of the Executive Committee of Gerdau and CFO, positions he held until 2015. Mr. Pires holds a bachelor degree in business administration with an emphasis in finance fromFundação Getulio Vargas and attended the Advanced Management Program at the University of Pennsylvania in the United States.
André Covre. Mr. Covre joined Ultrapar in 2003 as Corporate Planning and Investor Relations Director and worked in such capacity until March 2007, when he assumed the position as the Company’s Chief Financial and Investor Relation Officer until July 2015. Since that date, Mr. Covre has been the Chief Executive Officer of Extrafarma, Ultrapar´s drugstore business. Mr. Covre has 25 years of experience in multiple management functions, including general management, strategic and corporate development, growth and turnaround ventures, corporate governance, mergers & acquisitions and capital markets. From 2008 to 2010, Mr. Covre was the Chairman and from 2010 to 2013 was Vice-Chairman of the Latin American Corporate Governance Roundtable’s Companies Circle, the corporate governance development group in Latin America, supported by the Organization of EconomicCo-operation and Development (OECD), International Finance Corporation (IFC) and Global Corporate Governance Forum (GCGF). Mr. Covre began his career with Unisys Corp. in the United States, was formerly the treasurer of Pepsi Cola Engarrafadora in Brazil and a director of ABN AMRO Capital in Amsterdam, a private equity and venture capital fund. Mr. Covre holds an MBA from INSEAD, in France, and a bachelor degree in government studies fromFundação Getulio Vargas in São Paulo.
João Benjamin Parolin. Mr. Parolin joined the Company in 1986, working in Oxiteno’s commercial department prior to assuming the position of Oxiteno’s Chief Operating Officer in 2007. Mr. Parolin formerly served as marketing manager from 1989 to 1992 and sales manager from 1992 to 2000. From 2000 to 2006, he held the sales director position at Oxiteno. Prior to joining Oxiteno, Mr. Parolin worked in the commercial area at Dow Química S.A. Mr. Parolin received a bachelor degree in chemical engineering fromEscola Politécnica da Universidade de São Paulo in 1980, a post-graduate degree in Marketing Administration atFundação Getulio Vargas and a master’s degree in business administration fromFundação Instituto de Administração – Universidade de São Paulo in 2003. As a complement to his academic background he attended the STC – Skills, Tools and Competences fromFundação Dom Cabral/J.L Kellogg Graduate School of Management (Northwestern University) in 2000 and the Advanced Management Program at Wharton University in 2005.
Leocadio de Almeida Antunes Filho.Mr. Antunes has been an officer of Ultrapar since May 2008. He has held a number of positions at Ipiranga since 1987 when he joined as commercial officer at Fertisul S.A. and officer at Ipiranga Serrana Fertilizantes S.A. From 1993 to 2008, he served as an executive officer at CBPI and DPPI. Currently Mr. Antunes is Ipiranga’s Chief Operating Officer and is also a member of the board of Plural. Mr. Antunes is also a member of the Board of Directors of the Brazilian Petroleum Institute – IBP and of the Association for Convenience and Fuel Retailing – NACS. He earned a degree in Economics fromUniversidade Federal do Rio Grande do Sul and post graduate and a master’s degree in Agricultural Economics at University of Reading (UK) and University of London, respectively. Furthermore, he has completed the Advanced Executive Program, from J.L. Kellogg Graduate School of Management at Northwestern University.
Pedro Jorge Filho. Mr. Jorge has been an officer of Ultrapar since April 2005. He has been with the Company since 1977 and has held a number of positions with the Company, including serving as an officer of Utingás and Director of Engineering and Marketing at Ultragaz. Mr. Jorge was also responsible for the Southeastern and Midwest regions. Mr. Jorge became Ultragaz’s Chief Operating Officer in 2003. He is an officer at Sindigás and at AIGLP (Associación Iberoamericana de Gás Licuado de Petróleo) and President at World LPG Association – Paris. Mr. Jorge is also the Chief Executive Officer of GLP –Qualidade Compartilhada, an LPG industry association. He earned a degree in Industrial and Chemical Engineering fromUniversidade Mackenzie. He also earned a certificate from the Advanced Management Program at INSEAD, in Fontainebleau, France in 1998, and from the program “HR’s – Contribution to Continuous Improvement” at Instituto IESE ofUniversidade de Navarra, in Barcelona, Spain in 1999.
Ricardo Isaac Catran.Mr. Catran has been an officer of Ultrapar since May 2010. He joined the Company in 1980 and since then has held a number of positions, including commercial officer of Transultra and Tequimar for the Northeast region. Mr. Catran became Ultracargo’s Chief Operating Officer in 2008. He earned a degree in civil engineering fromUniversidade Federal do Rio de Janeiro and post graduate degree in transport engineering from COPPE UFRJ (Instituto Alberto Luiz Coimbra dePós-Graduação e Pesquisa de Engenharia – Universidade Federal do Rio de Janeiro).
| B. | Compensation |
The purpose of our compensation policy and practices are (i) to align the interests between management and shareholders, based on the principle of sharing risks and returns, (ii) to converge individual goals to the Company’s strategy, and (iii) to recognize the contribution and retain professionals, based on market references. Following these principles, we adopted a differentiated and competitive compensation plan that includes the use of value creation metrics to establish variable compensation targets, differentiated benefits to executives and a stock ownership plan.
For the year ended December 31, 2017, the Company recognized aggregate compensation of our directors and executive officers of R$50.3 million in its financial statements, distributed as follows:
| Board of Directors | Executive Officers | Total | ||||||||||
| (in thousands of Reais, except for the number of members) | ||||||||||||
Number of members | 9.00 | 7.00 | ||||||||||
Annual fixed compensation | 6,552.0 | 21,814.7 | 28,366.7 | |||||||||
Salary | 4,916.0 | 11,449.7 | 16,365.7 | |||||||||
Direct and indirect benefits | 1,636.0 | 10,365.0 | 12,001.0 | |||||||||
Variable compensation | — | 10,651.4 | 10,651.4 | |||||||||
Short-term variable compensation | — | 17,110.0 | 17,110.0 | |||||||||
Long-term variable compensation | — | (6,458.6 | ) | (6,458.6 | ) | |||||||
Post-employment benefit | — | 1,096.0 | 1,096.0 | |||||||||
Benefits due to the interruption in the exercise of the position | — | 8,793.9 | 8,793.9 | |||||||||
Stock-based compensation | — | 1,398.5 | 1,398.5 | |||||||||
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Total compensation | 6,552.0 | 43,754.5 | 50,306.5 | |||||||||
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The table below shows the higher, lower and average individual compensation recognized in our financial statements for our directors and executive officers in 2017:
Body | Number of members | Highest individual compensation | Lowest individual compensation | Average individual compensation | ||||||||||||
| (in thousands of Reais, except for the number of members) | ||||||||||||||||
Board of Directors | 9.00 | 1,667.5 | 492.5 | 728.0 | ||||||||||||
Executive Officers | 7.00 | 9,355.0 | 3,851.0 | 6,171.4 | ||||||||||||
The main components of our management compensation plan are:
| • | Short-term variable compensation: an annual amount paid in order to align the interests of the executives with those of the Company. This amount is linked to (i) the businesses performance, which is measured through the Economic Value Added (EVA®) metric, and (ii) the achievement of annual individual goals established based on the strategic planning and focused on expansion, operational excellence projects, people development, market positioning, among others. |
In addition, a portion of the aggregated compensation is represented by the amortization of the shares granted to the executive officers under the Deferred Stock Plan (defined below). See “Item 6.D. Directors, Senior Management and Employees — Employees.”
On April 27, 2001, the annual general shareholders’ meeting approved a stock-based compensation plan to members of management and employees in executive positions in the Company. On November 26, 2003, the extraordinary general shareholders’ meeting approved certain amendments to the original plan of 2001 (the “Deferred Stock Plan”). In the Deferred Stock Plan, certain members of management of the Company have the voting and economic rights of shares and the ownership of these shares is retained by our subsidiaries. The Deferred Stock Plan provides for the transfer of the ownership of the shares to those eligible members of management after five to ten years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The total number of shares to be used for the Deferred Stock Plan is subject to the availability in treasury of such shares. It is incumbent on Ultrapar’s Board of Directors to select the members of management eligible for the plan and propose the number of shares in each case for approval by the Board of Directors. On December 31, 2017, the amount granted to the Company’s executives, including tax charges, totaled R$105.5 million. This amount is amortized over the vesting period of the Deferred Stock Plan, between five and seven years from the grant date. The amortization in 2017 in the amount of R$11.8 million was recognized as a general and administrative expense. The fair value of the awards were determined on the grant date based on the market value of the shares on the B3.
On April 19, 2017, our annual general shareholders’ meeting approved a new stock-based incentive plan (“Plan”) which establishes the terms and general conditions for granting common shares issued by the Company held as treasury stock which may or may not involve awarding usufruct over any portion thereof for subsequent transfer of ownership for periods from three to six years to officers or employees of the Company or its subsidiaries (“Participants”).
According to the terms of the Plan, a minimum of two different programs can be established. The first one establishes the granting of equity rights over the total amount of shares and the transference of property up to 6 (six) years, subjected to the maintenance of the relationship between the executive and the Company or its subsidiaries during such period. The second one establishes, among other requirements: (a) usufruct granting of equity rights over 50% (fifty percent) of the shares determined by the program for the participants; (b) the performance goals defined for the Company on which the property transfer of 50% (fifty percent) of the shares determined by the program is based, shares that are not granted in usufruct; and (c) 3 (three) tranches in a 5 (five) years vesting period. The mentioned financial goals are previously determined by the Board of Directors and for the plan established in 2017 return on invested capital (ROIC) goals have been defined.
The aggregate number of common shares to be used for the Plan is limited to 1% of our total capital stock on the date of approval of the Plan, corresponding to 5,564,051 common shares.
As of December 31, 2017, our Board of Directors approved our first restricted stock program and the first restricted stock and performance program, pursuant to which the participants appointed by the Board of Directors were granted unvested shares in the amount of R$18.5 million. In 2017, we recognized a general and administrative expense of R$0.8 million in connection with these programs.
The chart below sets forth a historical summary of the vested and unvested shares granted to the members of our board of Executive Officers as of December 31, 2017, by grating date:
Body | Statutory Officers | |||||||||||||||||||||||
Total number of members | 7 | |||||||||||||||||||||||
Number of compensated members | 1 | 2 | 4 | 1 | 3 | 2 | 1 | 1 | 1 | 1 | 1 | 2 | ||||||||||||
Granting Date(1) | 14-Dec-05 | 09-Nov-06 | 08-Oct-08 | 16-Dec-09 | 10-Nov-10 | 07-Nov-12 | 03-Feb-14 | 05-Mar-14 | 10-Dec-14 | 13-Mar-17 | 08-Nov-17 | 08-Nov-17 | ||||||||||||
Number of shares granted(2) | 20,000 | 133,600 | 496,000 | 40,000 | 140,000 | 70,000 | 150,000 | 38,400 | 100,000 | 100,000 | 120,000 | 7,126(3) | ||||||||||||
Period for the share effective ownership to be transferred Granting Date(1) | Nov-15 | Oct-16 | 1/3 in Sep-13 | 1/3 in Nov-14 | 1/3 in Oct-15 | 1/3 in Oct-17 | 1/3 in Jan-18 | 1/3 in Mar-19 | 1/3 in Dec-19 | 1/3 in Nov-22 | Oct-23 | 1/3 in Nov-20 | ||||||||||||
| 1/3 in Sep-14 | 1/3 in Nov-15 | 1/3 in Oct-16 | 1/3 in Oct-18 | 1/3 in Jan-19 | 1/3 in Mar-20 | 1/3 in Dec-20 | 1/3 in Nov-23 | 1/3 in Nov-20 | ||||||||||||||||
| 1/3 in Sep-15 | 1/3 in Nov-16 | 1/3 in Oct-17 | 1/3 in Oct-19 | 1/3 in Jan-20 | 1/3 in Mar-21 | 1/3 in Dec-21 | 1/3 in Nov-24 | 1/3 in Nov-24 | ||||||||||||||||
Price assigned to the shares granted (R$/share) | 8.21 | 11.62 | 9.99 | 20.75 | 26.78 | 42.90 | 50.64 | 52.15 | 50.64 | 67.99 | 77.14 | 77.14 | ||||||||||||
| (1) | Includes shares granted from 2004 to 2008 to certain officers who were not statutory officers at |
| (2) | The number and the price of shares granted were adjusted to reflect the stock split of the shares issued by the Company at a ratio of 1 existing share to 4 shares approved by extraordinary general meeting on February 10, 2011. |
| (3) | Subjected to the performance goals throughout the vesting period, the same amount of shares can be transferred to the Executive Directors as performance shares. The performance shares are not submitted to the grant of usufruct. |
The members of our Board of Directors are not eligible to the approved program.
For more information on our Deferred Stock Plan and Plan, please see Note 8(c) to our financial statements.
As of December 31, 2015, our fiscal council
| C. | Board Practices |
We are managed by our Board of Directors (Conselho de Administração) and by our Executive Officers (Diretoria). As of December 31, 2017, our Board of Directors elected at the annual general shareholders’ meeting held on April 19, 2017, consisted of nine members, all of them beingnon-executive members and six of whom are independent, according to the BrazilianNovo Mercado Listing Rules. Two members of the Board were executive officers until December 2006 and one member was an executive officer until December 2012. On April 19, 2017, the members of our Board of Directors were reelected for atwo-year term. Our Board of Directors must meet regularly every three months and extraordinarily whenever called by its chairman or by any two directors. During 2017, thirteen board meetings were held. Each meeting of the Board of Directors requires the majority of the directors to be present, including the chairman or the vice-chairman, before the meeting may commence. The vote of the majority of the members present is required for the approval of a resolution by the Board of Directors. In case of a tie, the chairman, or in the chairman’s absence, the vice chairman, will provide the casting vote. In case of urgency, the chairman of our Board of Directors may call a special meeting of the Board of Directors with a shorter notice period than the usual; provided, however, thattwo-thirds of board members are present in order to convene such special meeting. Among other responsibilities, the Board of Directors is responsible for (i) our general guidelines, (ii) electing and removing our executive officers, supervising their management and fixing their compensation, (iii) deliberating on the issuance of new shares, within the limits of our authorized capital, (iv) authorizing the distributions of dividends and interest on shareholders’ equity, (v) approving transactions with value exceeding three percent of our shareholders’ equity, (vi) approving our dissolution or merger and (vii) the appointment of independent registered public accounting firm, among other responsibilities. Pursuant to Brazilian law, each member of the Board of Directors must be elected by our shareholders at the general shareholders’ meeting.
Members of the Board of Directors are elected for a period of two years and may be reelected.
Our bylaws require that at least thirty percent of the members of our Board of Directors be independent directors, which exceeds the 20% required by theNovo Mercado segment regulation. In addition, our bylaws set forth that the election of the members of the Board of Directors must be made through the nomination of a slate of candidates, unless cumulative voting is requested. Only the following slates of candidates will be eligible; (i) those nominated by the Board of Directors; or (ii) those nominated by any shareholder or group of shareholders. See “Item 4.A. Information on the Company — History and Development of the Company – New corporate governance structure” and “Exhibit 1.1. — Bylaws of Ultrapar, dated as of April 19, 2017”.
When electing members to the Board of Directors, shareholders will be entitled to request, as required by law and our bylaws, the adoption of a cumulative voting process, provided that they do so within, at least, forty-eight hours in advance of the shareholders’ meeting. The minimum percentage of capital necessary for requesting the cumulative voting process is 5% of the shares. In the event the election has been conducted by cumulative voting, the removal of any member of the Board of Directors by the shareholders’ meeting shall entail the removal of the other members, giving rise to a new election. See “Exhibit 1.1. — Bylaws of Ultrapar, dated as of April 19, 2017”.
Executive Officers
As of December 31, 2017, our Board of Executive Officers was comprised of a minimum of four and a maximum of eight members, including our Chief Executive Officer.
Members of Board of Executive Officers are appointed for atwo-year term and can be reelected. For the dates on which our executive officers began holding their respective position, see “Item 6.A. Directors, Senior Management and Employees — Directors and Senior Management.”
Fiscal Council and Audit Committee Exemption
Brazilian Corporate Law requires us to establish a Fiscal Council (Conselho Fiscal), which may operate on a permanent ornon-permanent basis. According to the Brazilian Corporate Law, a Fiscal Council acting on anon-permanent basis is required to be formed when requested by 10% of voting shareholders in an annual general shareholders’ meeting. However, pursuant to CVM Instruction 324/00, in the case of Ultrapar, holders of 2% of the voting capital are entitled to request the installation of the Fiscal Council. The elected members of the Fiscal Council will remain in place only until the following annual general shareholders’ meeting, in which they may be reelected by our shareholders.
As set forth in our bylaws approved on June 28, 2011, our Fiscal Council, composed of 3 members, acts on anon-permanent basis and its current members will remain in office until the annual general shareholders’ meeting that will be held in 2018. Our management proposal submitted to our annual shareholders’ meeting to be held on April 11, 2018, includes the following individuals to serve as members of our Fiscal Council: Mr. Flavio Cesar Maia Luz, Mr. Geraldo Toffanello and Mr. William Bezerra Cavalcanti Filho. If elected these members will serve a term from April 2018 through April 2019. In addition, our bylaws provide for an audit committee as an ancillary body of the Board of Directors. In the event the Fiscal Council is installed in accordance with Brazilian Corporate Law, the Fiscal Council will operate as the audit committee during that mandate, exercising all the duties and in accordance with the requirements set forth in our bylaws, including with respect to its members. The audit committee will not operate in any fiscal year when a Fiscal Council is installed. See “Exhibit 1.1. —Bylaws of Ultrapar, dated as of April 19, 2017”. We currently have a Fiscal Council installed.
Currently, our Fiscal Council acts as an audit committee pursuant to the requirements of the Sarbanes-Oxley Act. Under Rule10A-3(c)(3) of the Exchange Act,non-U.S. issuers, including us, are exempt from the audit committee requirements of Section 303A of the NYSE Listed Company Manual if they establish, according to their local law or regulations, another body that acts as an audit committee.
The Fiscal Council is a separate corporate body independent of our management and our external independent registered public accounting firm. According to the Brazilian Corporate Law, the Fiscal Council must meet at least four times per year. Since its establishment, in July 2005, our Fiscal Council has been meeting on a regular basis, and in 2017, they held thirteen meetings. Our Fiscal Council is responsible for reviewing the accuracy and integrity of quarterly and annual financial statements in accordance with applicable accounting, internal control and auditing requirements and in compliance with the provisions of Brazilian Corporate Law; the forms of the CVM and requirements for listing on B3; the rules of the SEC and the requirements for listing on NYSE. Our Fiscal Council also (1) makes recommendations to our Board of Directors regarding the appointment, retention and oversight of our independent registered public accounting firm, (2) discusses matters related to interim and annual financial statements with the management of the Company and the independent registered public accounting firm, (3) reviews and evaluates the performance of internal auditing and (4) discusses matters related to effectiveness of the internal controls of the Company with management and independent registered public accounting firm. With the support of our Fiscal Council, the Company improved procedures for receiving, retaining and addressing complaints regarding accounting, internal control and auditing matters, including the submission of confidential, anonymous complaints from employees regarding questionable accounting or auditing matters. Our Fiscal Council may hire outside advisors to assist it with matters related to the course of their duties, and such expenses are covered by us. The members of our Fiscal Council are elected by our shareholders at the annual general shareholders’ meeting forone-year terms and are eligible for reelection. The terms of the members of our Fiscal Council expire at the next annual general shareholders’ meeting to be held in 2018. Under Brazilian Corporate Law, individuals who are members of our Board of Directors or our Board of Executive Officers or are employees or spouses or relatives of any member of our management are not eligible to serve on the Fiscal Council. To be eligible to serve on our Fiscal Council, a person must be a resident of Brazil and either a university graduate or has been a Company officer or Fiscal Council member of another Brazilian company for at least three years prior to election to our Fiscal Council.
On June 28, 2011, the extraordinary shareholders’ meeting approved the modification of the number of Fiscal Council members from five to three members. See “Item 4.A. Information on the Company — History and Development of the Company — New corporate governance structure” and “Exhibit 1.1. — Bylaws of Ultrapar, dated as of April 19, 2017”.
Notwithstanding the above, the new rules for theNovo Mercado segment determines that, not later than on the annual shareholders’ meeting of 2021, all companies listed in this segment must have an audit committee to advise the Board of Directors responsible for (i) issuing an opinion on the engagement or dismissal of independent outside auditors; (ii) appraising the company’s quarterly financial filings, interim financial statements, and annual financial statements; (iii) overseeing the activities of the company’s internal auditing and internal control departments; (iv) appraising and monitoring the company’s risk exposures; (v) appraising and monitoring the company’s internal policies, including its policy on related-party transactions, and recommending corrections or enhancements; (vi) having the means to receive and treat information onnon-compliance with the laws and regulations applicable to the company, and with its internal rules and codes, including provision for specific procedures to protect whistleblowers and assure the confidentiality of such information.
Also in accordance with the new rules for theNovo Mercado, said committee shall have (i) at least three members, of whom at least one must be an independent member of the Board of Director and one must have recognized experience in business accounting pursuant to the rules issued by the CVM regarding the registration and practice of independent auditing activities in the securities market; (ii) operational autonomy and its own budget approved by the Board to cover its operating costs and expenses; and (iii) its own bylaws, approved by the Board of Directors, with a detailed description of its functions and operating procedures, and a chairperson whose activities must be defined in its bylaws..
As mentioned above, companies listed inNovo Mercado will have until the general shareholders’ meeting of 2021 to fully comply with these requirements. See “Item 16.G. — Corporate Governance.”
On April 19, 2017, the annual general shareholders’ meeting approved compensation for Fiscal Council members of R$17,110 per month for each effective(non-alternate) member, except for the president of the Fiscal Council, whose compensation was set at R$18,500 per month.
As of December 31, 2017, our Fiscal Council consisted of three members and their respective alternate members, set forth on the following table:
Name | First Year of Appointment | |||
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On April 13, 2016, at the annual general shareholders’ meeting, the fiscal council members Flavio César Maia Luz (president) and Mario Probst were reelected, as well as
Márcio Augustus Ribeiro Paulo Cesar Pascontini and (alternate)
Geraldo Toffanello
Pedro Ozires Predeus as alternates of Mr. Luz, Mr. Probst and Mr. (alternate)
Nilson Martiniano Moreira respectively, the latter elected in replacement of Mr. Macedo. Summarized below is information regarding the business experience, areas of experience and principal outside business interests of the current members of our fiscal council.
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Flavio César Maia Luz. Mr. Luz has been our fiscal council president since 2005. Mr. Luz is a partner-officer at Doing Business Consultoria Empresarial Ltda, a business and corporate finance Company. He is also a member of the fiscal council at CTEEP S.A. and Itaúsa S.A. and a member of the Board of Directors of Senior Solutions S.A., of Ser Educacional S.A. and of Marcopolo S.A. Mr. Luz was corporate and finance vice-president of Cofra Latin America Ltda. – C&A Group from 2001 to 2010 and was Chief Executive Officer of Banco Ibi – C&A Group in 2009. From 1999 to 2001, Mr. Luz served as executive director and vice-president of the Board of Directors at Eletropaulo and as a member of the Board of Directors at Light S.A. From 1976 to 1998, Mr. Luz worked at Duratex, where he occupied the executive vice-president position from 1993 to 1998. Mr. Luz received a degree in civil engineering fromEscola Politécnica da Universidade de São Paulo and a post-graduate degree in business administration fromEscola de Administração de Empresas de São Paulo da Fundação Getulio Vargas. He also holds certificates of continuing education programs in Finance, Marketing and Mergers & Acquisitions, from Harvard Business School, Stanford University and Wharton Business School, respectively.Cesar Pascotini (alternate)
Mario Probst. Mr. Probst served as partner at KPMG Auditores Independentes from 1991 to 2004, and is currently retired. Mr. Probst was a member of the fiscal council at Odontoprev S.A. until
Nilson Martiniano Moreira. Mr. Moreira joined the Company in April 2016 as a member of fiscal council. He has been an officer of Banco do Brasil S.A. since 2007 and a member of fiscal council of Alelo – Companhia Brasileira de Soluções e Serviços S.A. since 2014. Mr. Moreira was also a member of fiscal council of Neoenergia from 2011
On April 19, 2017, at the annual general shareholders’ meeting, Flavio César Maia Luz (president), Geraldo Toffanello and Nilson Martiniano Moreira were elected, as well as Márcio Augustus Ribeiro, Pedro Ozires Predeus and Paulo Cesar Pascontini as alternates of Mr. Luz, Mr. Toffanello and Mr. Moreira, respectively. Mr. Toffanello was elected in replacement of Mr. Probst and the other members were reelected. Summarized below is information regarding the business experience, areas of experience and principal outside business interests of the current members of our Fiscal Council.
Flavio César Maia Luz. Mr. Luz has been our Fiscal Council president since 2005. Mr. Luz is a partner-officer at Doing Business Consultoria Empresarial Ltda, a business and corporate finance Company. He is also a member of the Fiscal Council at CTEEP S.A. and Itaúsa S.A. and a member of the Board of Directors of Ser Educacional S.A. and of Marcopolo S.A. Mr. Luz was corporate and finance vice-president of Cofra Latin America Ltda. – C&A Group from 2001 to 2010 and was Chief Executive Officer of Banco Ibi – C&A Group in 2009. From 1999 to 2001, Mr. Luz served as executive director and vice-president of the Board of Directors at Eletropaulo and as a member of the Board of Directors at Light S.A. From 1976 to 1998, Mr. Luz worked at Duratex, where he occupied the executive vice-president position from 1993 to 1998. Mr. Luz received a degree in civil engineering fromEscola Politécnica da Universidade de São Paulo and a post-graduate degree in business administration fromEscola de Administração de Empresas de São Paulo da Fundação Getulio Vargas. He also holds certificates of continuing education programs in Finance, Marketing and Mergers & Acquisitions, from Harvard Business School, Stanford University and Wharton Business School, respectively.
Geraldo Toffanello. Mr. Toffanello has been a member of our Fiscal Council since April 19, 2017. Mr. Toffanello is a member of the Fiscal Council of Gerdau S.A. and Metalúrgica Gerdau S.A. From 1998 to 2012, he worked as an accounting director of Gerdau S.A. He was a member of Fiscal Council of Dimed S.A. Distribuidora de Medicamentos and a member of the Board of Director of Puras FO from 2013 to 2015. Mr. Toffanello served as a member of the audit and accounting standards committee of ABRASCA –Associação Brasileira de Companhias Abertas (Brazilian Publicly Traded Companies Association) from 1995 and 2012 and a member of the council board of IFRS. He also is the founder of Luzes do Mundo Ltda. Mr. Toffanello received a degree in accounting fromFaculdade Porto-Alegrense de Ciências Contábeis e Administrativas and a postgraduate degree in accounting fromUniversidade Federal do Rio Grande do Sul.
Nilson Martiniano Moreira. Mr. Moreira joined the Company in April 2016 as a member of Fiscal Council. He has been an officer of Banco do Brasil S.A. since 2006 and a member of the Fiscal Council of Alelo – Companhia Brasileira de Soluções e Serviços S.A. since 2014. Mr. Moreira was also a member of the Fiscal Council of Neoenergia from 2010 to 2014, a member of the Fiscal Council ofCompanhia Brasileira de Soluções e Serviçosfrom 2013 to 2016 and a member of Board of Directors of BB Tecnologia e Serviços in 2014. He holds a bachelor degree in Economics from PUC –Pontificia Universidade Católica de Minas Gerais and an MBA from IBMEC –Instituto Brasileiro de Mercado de Capitais.
Corporate Governance
We are incorporated under the laws of Brazil and we are subject to Brazilian laws related to corporate governance. Under Brazilian Corporate Law, there are no legal requirements with respect to corporate governance regarding (i) the independence of our Board of Directors, (ii) meetings ofnon-management directors, (iii) the mandatory establishment and composition of certain board committees or (iv) the adoption and disclosure of corporate governance guidelines or codes of business conduct and ethics. As anon-U.S. issuer, we are exempt from adopting certain NYSE corporate governance requirements. However, we aim to ensure that best practices, recommendations and standards of corporate governance are employed in our functioning and operations. As of December 31, 2015,2017, we had adopted corporate governance practices, such as the requirement that at least 30% of the members of the Board of Directors be independent, the implementation of a code of ethics for Ultra S.A., senior officers and all employees, and the implementation of the compensationpeople and organization and audit committees. According to our bylaws, the fiscal councilFiscal Council will act on anon-permanent basis and will be installed when requested by our shareholders as set forth in Brazilian Corporate Law. We currently have a fiscal council installed. The audit committee will not operate in any fiscal year when a fiscal councilFiscal Council is installed. We currently have a Fiscal Council installed, which exercises all the duties provided for in the bylaws regarding the audit committee. See “Fiscal Council and Audit Committee Exemption” and “Description of the Audit Committee”.
In 2000, BM&FBOVESPAB3 introduced three special listing segments, known as Levels 1 and 2 of Differentiated Corporate Governance Practices andNovo Mercado, which seek to foster a secondary market for securities issued by Brazilian companies with securities listed on BM&FBOVESPA,B3, by requiring such companies to follow good practices of corporate governance. The listing segments were designed for the trading of shares issued by companies voluntarily abiding by corporate governance practices and disclosure requirements in addition to those already imposed by Brazilian law.Corporate Law. These rules generally increase shareholders’ rights and enhance the disclosure of information provided to shareholders.
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In October 2005, we entered into an agreement with BM&FBOVESPAB3 and have complied with the requirements to become a Level 1 Company, which is the entrance level of the Differentiated Corporate Governance Practices of BM&FBOVESPA.B3.
On June 28, 2011, the extraordinary general shareholders’ meeting and the special preferred shareholders’ meeting approved the conversion of each preferred share into one common voting share, the migration of Ultrapar toNovo Mercado segment of BM&FBOVESPAB3 and amendments to our bylaws. See “Exhibit 2.11 – Rules ofNovo Mercado.”
Our bylaws have provisions that exceed the listing requirements ofNovo Mercado. For example, according to the rules ofNovo Mercado the minimum percentage of independent members of the Board of Directors is set at 20%, while a minimum of 30% is required in our bylaws. Our bylaws also (i) establish (i) a mandatory tender offer tofor 100% of the Company’s shareholders in the event a shareholder, or a group of shareholders acting in concert, acquire or become holdersholder of 20% of the Company’s shares, excluding treasury shares, and (ii) creation ofcreate audit and compensationpeople and organization committees, as ancillary bodies of the Board of Directors. Our bylaws do not establish any limitation on voting rights, special treatment to current shareholders, public tender offers for a price above that of the acquisition price of shares or any other poison pill provisions, thus assuring the effectiveness of a majority shareholders’ approval on all matters to be deliberated. See “Item 4.A. History and Development of the Company –— New corporate governance structure” and “Exhibit 1.1. — Bylaws of Ultrapar, dated as of April 19, 2017.”
In addition, we highlight that new Listing Rules for theNovo Mercado were approved by the CVM in September 2017 and became effective as of January 31, 2014.”2, 2018.
Some of the modifications of theNovo Mercado Listing Rules may be adopted until the General Shareholders Meeting of 2021, which include: (i) obligation of setting up an Audit Committee (statutory or non statutory); (ii) structuring and disclosing a process of assessment of the Board of Directors, its committees and the executive officers; (iii) elaboration and disclosure of a Code of Conduct, as well as of a Compensation Policy, a Nomination Policy for the Board of Directors, its Committees and Executive Officer, a Risk Management Policy; a Related Party Transaction Policy and a Securities Trading Policy, all of them with minimum requirements.
On the other hand, other requirements set forth in the new rules of theNovo Mercado are already in force as of January 2, 2018, such as, among others:
| (i) | the disclosure of the resignation or dismissal of any member of the board of directors or statutory officer by means of a market notice or a notice of material fact issued not later than the business day following that on which the company is notified of the resignation or the dismissal is approved; |
| (ii) | the filing with B3, not after ten days after the end of each month, of a monthly report based on information provided by the controlling shareholder detailing the direct or indirect ownership of its shares by the controlling shareholder and related persons, on an individual and consolidated basis, including positions in derivatives and any other securities referenced to the stock issued by the company, including derivatives settled in cash; |
| (iii) | the disclosure of notices of material fact, information about dividends and other distributions in English simultaneously with the correspondent disclosure in Portuguese; |
| (iv) | holding a public presentation on the information disclosed in its quarterly earnings results or financial statements within five business days of their release; |
| (v) | the rules regarding the Board of Directors’ opinion on public tender offers whose notices are published after January 2, 2018; |
| (vi) | the rules regarding the transfer of the company’s control, delisting from theNovo Mercado and corporate reorganization in connection with events disclosed after January 2, 2018. |
Description of the Audit Committee
Our bylaws establish the audit committee as an ancillary body of the Board of Directors. The audit committee shall be comprised of three independent members, of whom at least two shall be external and independent members, all elected by the Board of Directors for aone-year term of office, with reelection being permitted for successive terms. The external and independent members of the audit committee shall not be a member of the Board of Directors of the Company or of its controlled companies and shall have knowledge or experience in auditing, controls, accounting, taxation or rules applicable to publicly-held companies, in so far as they refer to the adequate preparation of their financial statements. The audit committee shall (a) propose to the Board of Directors the nomination of the independent registered public accounting firm as well as their replacement; (b) review the management report and the financial statements of the Company and of its controlled companies, and provide the recommendations it deems necessary to the Board of Directors; (c) review the quarterly financial information and the periodic financial statements prepared by the Company; (d) assess the effectiveness and sufficiency of the internal control structure and of the internal and independent audit processes of the Company and of its controlled companies, including in relation to the provisions set forth in the Sarbanes-Oxley Act, submitting the recommendations it deems necessary for the improvement of policies, practices and procedures; (e) provide its opinion, upon request of the Board of Directors, with respect to the proposals of the management bodies, to be submitted to the shareholders’ meetings, relating to changes to the capital stock, issuance of debentures or warrants, capital budgets, dividend distribution, transformation, merger, amalgamation orspin-off; and (f) provide its opinion on the matters submitted to it by the Board of Directors, as well as on those matters it determines to be relevant. As determined in our bylaws, in the event the fiscal councilFiscal Council is establishedinstalled as set forth in Brazilian Corporate Law, the fiscal councilFiscal Council shall operate as the audit committee exercising all the duties provided for in our bylaws. The audit committee will not operate in any fiscal year when a fiscal councilFiscal Council is installed. As set forth by our bylaws, our fiscal councilFiscal Council will act on anon-permanent basis and its current members will remain in office until the annual general shareholders’ meeting that will be held in 2018. Our management proposal submitted to our annual shareholders’ meeting to be held on 2017.April 11, 2018, includes the following individuals to serve as members of our Fiscal Council: Mr. Flavio Cesar Maia Luz, Mr. Geraldo Toffanello and Mr. William Bezerra Cavalcanti Filho. If elected these members will serve a term from April 2018 through April 2019. See “Item 4.A. History and Development of the Company –— New corporate governance structure” and “Exhibit 1.1. — Bylaws of Ultrapar, dated as of January 31, 2014.April 19, 2017.”
Notwithstanding the above, the new rules for theNovo Mercado segment determines that, not later than on the annual shareholders’ meeting of 2021, all companies listed in this segment must have an audit committee to advise the Board of Directors responsible for (i) issuing an opinion on the engagement or dismissal of independent outside auditors; (ii) appraising the company’s quarterly financial filings, interim financial statements, and annual financial statements; (iii) overseeing the activities of the company’s internal auditing and internal control departments; (iv) appraising and monitoring the company’s risk exposures; (v) appraising and monitoring the company’s internal policies, including its policy on related-party transactions, and recommending corrections or enhancements; (vi) having the means to receive and treat information onnon-compliance with the laws and regulations applicable to the company, and with its internal rules and codes, including provision for specific procedures to protect whistleblowers and assure the confidentiality of such information.
Also in accordance with the new rules for theNovo Mercado, said committee shall have (i) at least three members, of whom at least one must be an independent member of the Board of Director and one must have recognized experience in business accounting pursuant to the rules issued by CVM regarding the registration and practice of independent auditing activities in the securities market; (ii) operational autonomy and its own budget approved by the Board to cover its operating costs and expenses; and (iii) its own bylaws, approved by the Board of Directors, with a detailed description of its functions and operating procedures; and (iv) a chairperson whose activities must be defined in its bylaws.
As mentioned above, companies listed in theNovo Mercado will have until the annual shareholders’ meeting of 2021 to fully comply with these requirements.
Description of the CompensationPeople and Organization Committee
Our bylaws establish the compensationpeople and organization committee as an ancillary body of the Board of Directors. The compensation committee shall be comprised of three members of the Board of Directors, two of which shall be independent directors. The compensationpeople and organization committee shall (a) pursuant to the proposal received from the Chief Executive Officer, propose to the Board of Directors and periodically revise the parameters and guidelines of a remuneration and benefits framework to directors, executive officers and senior employees of the Company and subsidiaries, and members of the committees and other governing bodies assisting the Board of Directors, (b) propose to the Board of Directors, pursuant to the proposal received from the Chief Executive Officer, the overall compensation of the directors and executive officers of the Company, which shall be submitted to the shareholders’ meeting; (c) ensure that the Company prepares itself adequately for the succession of its directors, executive officers and other key employees, particularly the Chief Executive Officer and the principal executive officers; and (d) carry out diligence and supervise the steps taken to ensure that the Company adopts a model of competence and leadership, attraction, retention and motivation in line with its strategic plans. As approved by the Annual and Extraordinary General Shareholders’ Meeting held on April 19, 2017, the denomination of such committee was modified from compensation committee to people and organization committee. In addition, the composition of such committee was modified from three members of the Board of Directors, two of which should be independent directors, to up to four members, of whom two shall be independent directors, and the others may be directors or not. See “Item 4.A. History and Development of the Company –— New corporate governance structure” and “Exhibit 1.1. — Bylaws of Ultrapar, dated as of January 31, 2014.April 19, 2017.”
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As set forth in our bylaws, the compensationThe people and organization committee was installed by the Board of Directors at the meeting held on November 9, 2011. As of December 31, 2017, Mr. Alexandre Gonçalves Silva, Mr. Nildemar Secches, Mr. Lucio de Castro Andrade Filho and Mr. Pedro Wongtschowski were appointed as members of the compensationpeople and organization committee onas appointed by the Board of Directors at the meeting held on May 6, 2015. The members10, 2017 for a term of our compensation committee shall maintain their positions upoffice that will be extended until the end of theirthe term of office of the Board of Directors elected in the meeting held on April 19, 2017. See “Exhibit 1.1. — Bylaws of Ultrapar, dated as Directors, on annual general shareholders’ meeting of April 19, 2017.”
Termination Agreements
Not applicable.
D. Employees
As of December 31, 2015,2017, we had 14,59716,448 employees. The following table sets forth our number of employees per line of business at the dates indicated:
| As of December 31, | As of December 31, | |||||||||||||||||||||||
| Number of employees | Number of employees | |||||||||||||||||||||||
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Ultragaz | 3,603 | 3,636 | 3,704 | 3,633 | 3,610 | 3,603 | ||||||||||||||||||
Ipiranga | 2,864 | 2,769 | 2,682 | 3,051 | 2,903 | 2,864 | ||||||||||||||||||
Oxiteno | 1,806 | 1,809 | 1,829 | 1,901 | 1,903 | 1,806 | ||||||||||||||||||
Ultracargo | 596 | 613 | 604 | 715 | 645 | 596 | ||||||||||||||||||
Extrafarma | 5,269 | 4,711 | — | 6,698 | 5,670 | 5,269 | ||||||||||||||||||
Others(1) | 459 | 440 | 416 | 450 | 442 | 459 | ||||||||||||||||||
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Ultrapar | 14,597 | 13,978 | 9,235 | 16,448 | 15,173 | 14,597 | ||||||||||||||||||
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| (1) | Includes corporate center personnel. |
Ultrapar’s employees are covered by collective agreements with the labor unions that represent different industry sectors: Ultragaz in the minerals trading and transportation sectors; Ipiranga in the fuel distribution sector; Oxiteno in the chemicals sector; Ultracargo in the storage sector; and Extrafarma in the retail pharmacy business. All agreements, signed between the companies and labor unions of each sector, addresses social, financial, labor union and labor relations issues.
In February 2001, our Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by Ultrapar and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev —Associação de Previdência Complementar, since August 2001. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring Companycompany provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s referencebase salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.5% and 1.0% of their respective contribution (including accumulated funds) in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective contribution (including accumulated funds) over a period of 5 to 25 years. The sponsoring Companycompany does not guarantee the amounts or the duration of the benefits received by each employee that retires. The total number of participating employees as of December 31, 20152017 was 8,903.
E. Share Ownership
138
In accordance with our bylaws, our common shares are our sole class of capital stock authorized and outstanding. They entitle their holders to voting rights on any matter. See “Item 6.B. Directors, Senior Management and Employees — Board Practices — Corporate Governance.”
On February 10, 2011, the extraordinary general shareholders’ meeting approved a stock split of the shares issued by Ultrapar, so that each share would be represented by four shares of the same class and type, with no modification in the shareholders’ financial position and interest in the Company. After the stock split, our numbers of preferred shares and common shares increased to 197,719,588 and 346,664,408, respectively.
In addition, on June 28, 2011, the extraordinary general shareholders’ meeting and the special preferred shareholders’ meeting approved the conversion of each preferred share issued by the Company into one common share with voting rights.
As of December 31, 2015,2016, following the Extrafarma Transaction and the shares issued to the former Extrafarma shareholders in connection therewith, Ultrapar’s capital stock was composed of 556,405,096 common voting shares.
The table below sets forth the number of our common shares beneficially owned by each of our directors and executive officers as of December 31, 2015,2017, including through their participation in Ultra S.A., and does not reflect changes to our capital stock subsequent to such date:
| Total | Total | |||||||||||||||
| Shares | % | Shares | % | |||||||||||||
Board of directors | ||||||||||||||||
Board of Directors | ||||||||||||||||
Paulo Guilherme Aguiar Cunha(1) | 15,730,616 | 2.8 | % | 15,730,616 | 2.8% | |||||||||||
Lucio de Castro Andrade Filho(1) | 5,568,164 | 1.0 | % | 5,568,164 | 1.0% | |||||||||||
Pedro Wongtschowski(1) | 2,368,987 | 0.4 | % | 2,368,987 | 0.4% | |||||||||||
Alexandre Gonçalves Silva | — | 0.0 | % | — | 0.0% | |||||||||||
Carlos Tadeu da Costa Fraga | — | 0.0 | % | — | 0.0% | |||||||||||
Jorge Marques de Toledo Camargo | — | 0.0 | % | — | 0.0% | |||||||||||
José Maurício Pereira Coelho | — | 0.0 | % | — | 0.0% | |||||||||||
Nildemar Secches(2) | 168,068 | 0.0 | % | 168,068 | 0.0% | |||||||||||
Olavo Egydio Monteiro de Carvalho | 4 | 0.0 | % | 4 | 0.0% | |||||||||||
Executive officers | ||||||||||||||||
Thilo Mannhardt | 150,001 | 0.0 | % | |||||||||||||
Frederico Pinheiro Fleury Curado(3) | 123,394 | 0.0% | ||||||||||||||
André Pires de Oliveira Dias | — | 0.0 | % | 103,732 | 0.0% | |||||||||||
André Covre(3) | 401,600 | 0.1 | % | 401,600 | 0.1% | |||||||||||
João Benjamin Parolin(3) | 280,000 | 0.1 | % | 232,000 | 0.0% | |||||||||||
Leocadio de Almeida Antunes Filho(3) | 300,000 | 0.1 | % | 300,000 | 0.1% | |||||||||||
Pedro Jorge Filho(3) | 339,900 | 0.1 | % | 339,900 | 0.1% | |||||||||||
Ricardo Isaac Catran(3) | 149,650 | 0.0 | % | 149,650 | 0.0% | |||||||||||
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Board of directors and executive officers | 25,456,990 | 4.6 | % | |||||||||||||
Board of Directors and executive officers | 25,486,115 | 4.6% | ||||||||||||||
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| |||||||||||||||
Total | 556,405,096 | 556,405,096 | ||||||||||||||
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| (1) | Individuals who beneficially own shares primarily through their participation in the holding company Ultra S.A. See “Item 7.A. Major Shareholders and Related Party Transactions — Major Shareholders.” |
| (2) | Individual who owns shares through an exclusive fund. |
| (3) | Executives who were granted shares through the Deferred Stock Plan. |
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| ITEM 7. | MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS |
| A. | Major Shareholders |
The table below shows the capital stock of Ultrapar as of December 31, 2015:2017:
| Total | Total | |||||||||||||||
| Shares | % | Shares | % | |||||||||||||
Shareholders | ||||||||||||||||
Ultra S.A. Participações | 119,760,601 | 22 | % | 119,760,601 | 22% | |||||||||||
Aberdeen Asset Management PLC(1) | 65,205,340 | 12 | % | |||||||||||||
Standard Life Aberdeen PLC(1) | 47,271,300 | 8% | ||||||||||||||
Parth do Brasil Participações(2) | 42,833,956 | 8 | % | 42,833,956 | 8% | |||||||||||
BlackRock, Inc. | 27,906,793 | 5% | ||||||||||||||
Others | 328,605,199 | 59 | % | 318,632,446 | 57% | |||||||||||
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Total | 556,405,096 | 100 | % | 556,405,096 | 100% | |||||||||||
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| (1) | Fund managers headquartered in |
| (2) | Parth do Brasil Participações Ltda. is controlled by Daisy Igel’s family. In November 2015, it was renamed from Parth Investments Company to Parth do Brasil Participações Ltda. |
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Ownership and Capital Structure of Ultra S.A. Participações
As of December 31, 2015,2017, Ultra S.A. owned 22% of Ultrapar’s voting shares. As of December 31, 2015,2016, the capital stock of Ultra S.A. was beneficially owned as follows:
| Common | Preferred | Total | Common | Preferred | Total | |||||||||||||||||||||||||||||||||||||||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||||||||||||||||||||||
Shareholders | ||||||||||||||||||||||||||||||||||||||||||||||||
Ana Maria Levy Villela Igel | 9,764,689 | 17 | % | 12,395,100 | 52 | % | 22,159,789 | 27 | % | 9,764,689 | 17% | 12,395,100 | 52% | 22,159,789 | 27% | |||||||||||||||||||||||||||||||||
Fabio Igel | 7,518,770 | 13 | % | 1,768,275 | 7 | % | 9,287,045 | 11 | % | 7,518,770 | 13% | 1,768,275 | 7% | 9,287,045 | 11% | |||||||||||||||||||||||||||||||||
Marcia Igel Joppert | 6,201,602 | 11 | % | 2,062,988 | 9 | % | 8,264,590 | 10 | % | 6,521,602 | 11% | 1,031,494 | 4% | 7,533,096 | 9% | |||||||||||||||||||||||||||||||||
Joyce Igel de Castro Andrade | 5,916,246 | 10 | % | 1,262,989 | 5 | % | 7,179,235 | 9 | % | 5,916,246 | 10% | 1,262,989 | 5% | 7,179,235 | 9% | |||||||||||||||||||||||||||||||||
Rogério Igel | 3,634,187 | 6 | % | 130,519 | 1 | % | 3,764,706 | 5 | % | 3,314,187 | 6% | 130,519 | 1% | 3,444,706 | 4% | |||||||||||||||||||||||||||||||||
Christy Participações Ltda | 4,049,199 | 7 | % | 4,990,444 | 21 | % | 9,039,643 | 11 | % | 4,049,199 | 7% | 4,990,444 | 21% | 9,039,643 | 11% | |||||||||||||||||||||||||||||||||
Others | 4,140,702 | 7 | % | 1,332,571 | 6 | % | 5,473,273 | 7 | % | 4,140,702 | 7% | 2,364,065 | 10% | 6,504,767 | 8% | |||||||||||||||||||||||||||||||||
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Total Shareholders | 41,225,395 | 72 | % | 23,942,886 | 100 | % | 65,168,281 | 80 | % | 41,225,395 | 72% | 23,942,886 | 100% | 65,168,281 | 80% | |||||||||||||||||||||||||||||||||
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| Common | Preferred | Total | Common | Preferred | Total | |||||||||||||||||||||||||||||||||||||||||||
| Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | Shares | % | |||||||||||||||||||||||||||||||||||||
Directors and officers | ||||||||||||||||||||||||||||||||||||||||||||||||
Paulo Guilherme Aguiar de Cunha | 10,654,109 | 19 | % | — | 0 | % | 10,654,109 | 13 | % | 10,654,109 | 19% | — | 0% | 10,654,109 | 13% | |||||||||||||||||||||||||||||||||
Lucio de Castro Andrade Filho | 3,775,470 | 7 | % | — | 0 | % | 3,775,470 | 5 | % | 3,775,470 | 7% | — | 0% | 3,775,470 | 5% | |||||||||||||||||||||||||||||||||
Pedro Wongtschowski | 1,606,301 | 3 | % | — | 0 | % | 1,606,301 | 2 | % | 1,606,301 | 3% | — | 0% | 1,606,301 | 2% | |||||||||||||||||||||||||||||||||
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Total Directors and Officers | 16,035,880 | 28 | % | — | 0 | % | 16,035,880 | 20 | % | 16,035,880 | 28% | — | 0% | 16,035,880 | 20% | |||||||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||||||||
Total | 57,261,275 | 100 | % | 23,942,886 | 100 | % | 81,204,161 | 100 | % | 57,261,275 | 100% | 23,942,886 | 100% | 81,204,161 | 100% | |||||||||||||||||||||||||||||||||
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All of the securities of Ultra S.A. are held in Brazil and there are 20 record holders of these securities in Brazil.
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Shareholders’ Agreements
Ultra S.A.’s shareholders executed, on February 24, 2014, a new shareholders’ agreement which became effective as of that date and replaced the Ultra S.A. Shareholders’ Agreement executed on 2011. The Ultra S.A. shareholders agreement’s main terms are substantially related to (i) the decision process of Ultra S.A.’s vote at Ultrapar’s shareholders meetings and (ii) procedures to exchange any party’s shares in Ultra S.A. into shares of Ultrapar, provided that the party’s percentage held in our capital remains the same percentage held indirectly through his or her interest in Ultra S.A. The terms and conditions of the new shareholders’ agreement are substantially the same as the previous shareholder’s agreement among the same parties effective since 2011, except, mainly, for the replacement of previous meetings among the agreeing parties for extraordinary shareholders’ meetings of Ultra S.A. to decide upon the vote of Ultra S.A. regarding certain matters in general shareholders’ meetings of Ultrapar. The 2014 Shareholders’ Agreement will be valid for a five-year term and is renewable by a unanimous resolution. It can be terminated prior to the expiration of its term by a resolution of 80% of Ultra S.A. voting shares. Additionally, in line with the 2011 Shareholders’ Agreement, the following provisions remain:
See “Exhibit 2.13 – 2014 Ultra S.A. Shareholders’ Agreement, dated as of February 25, 2014.”
| B. | Related Party Transactions |
As of December 31, 2015,2017, Ultrapar is responsible for guarantees and securities provided to subsidiaries in the amount of R$4,370.09,588.0 million. This disclosure of related party transactions is provided for purposes of the rules governing Annual Reports on Form20-F and is not meant to suggest that these matters would be considered related party transactions under IFRS.
Utingás’ bylaws provide for each of its shareholders to use a proportion of Utingás’ total storage capacity equal to such shareholder’s proportionate ownership of Utingás. Accordingly, Ultragaz is entitled to use 4.34.2 thousand tons of LPG storage capacity at Utingás’ facilities, reflecting Ultragaz’s 57% ownership in Utingás. The amount of payments made by Ultragaz to Utingás in 20152017 with respect to the use of storage capacity at Utingás’ facilities totaled R$7.79.3 million.
The related parties’ transactions for financial statements purposes are transactions between the subsidiaries of the Ultrapar with joint ventures and associates companies, that are not eliminated in the consolidation of financial statements. The mainly related parties’ transactions refer to RPR and ConectCar. See Note 8.a) to our consolidated financial statements for a detailed breakdown of related party transactions as of December 31, 2015.2017.
| C. | Interests of Expert and Counsel |
Not applicable.
| ITEM 8. | FINANCIAL INFORMATION |
| A. | Consolidated Statements and Other Financial Information |
For our consolidated financial statements and notes thereto see “Item 18. Financial Statements.”
142
Dividends and Distribution Policy
Dividend policy
The bylaws of a Brazilian company may establish a minimum percentage of the profit that must be paid to shareholders as mandatory dividends. The amounts due as dividends may be paid as interest on net equity. Our bylaws provides for a mandatory distribution equal to 50% of the Distributable Amount“net profit” (as defined below).
Brazilian Corporate Law defines the “net profit” as the results of the relevant fiscal year, reduced by accumulated losses of prior fiscal years, provisions for income tax and social contribution on the net profit for such fiscal year, and amounts allocated to employees’ and management’s participation on the results in such fiscal year.
The amount available for distribution of dividends, referred to as the “Distributable Amount,” isUnder Brazilian Corporate Law, the net profit asmay be reduced or increased by the following:
Legal reserves. We are required to maintain a legal reserve to which we must allocate 5% of our net profit until the amount of our legal reserve equals 20% ofpaid-in capital. We are not required to make any allocations to the legal reserve for any fiscal year in which such reserve, when added to our capital reserves, exceeds 30% of our capital stock. Accumulated losses, if any, may be charged against the legal reserve. Other than that, the legal reserve can only be used to increase our capital.
Statutory reserves. Under Brazilian Corporate Law, any corporation may create statutory reserves, in which case it shall be provided in its respective bylaws. In this case, the bylaws must also indicate the reserve purpose, allocation criteria and maximum amount of reserve. As provided in our bylaws, we may allocate up to 45% of our net profit to an investment reserve, up to the limit of 100% of our capital stock.
Contingency reserves. Under Brazilian Corporate Law, our shareholders may decide, upon a proposal of our Board of Directors, to allocate a discretionary amount of our net profit to a contingency reserve for estimated future losses, which are deemed probable. The distributable amount may be further increased by the reversal of such reserve in the fiscal year when the reasons that justified the creation of such reserve cease to exist or in which the anticipated loss occurs. Accordingly, there is no specific percentage of net profit allocable to this type of reserve.
Unrealized profits reserves. Under Brazilian Corporate Law, when the mandatory dividend amount exceeds the realized net profits in a given fiscal year, our shareholders may elect, upon a proposal of our Board of Directors, to allocate some or all of the excess dividend amount to any unrealized profits reserve. Brazilian Corporate Law defines “realized” net profits as the amount by which the company’s net profits exceed the sum of (1) its net positive results, if any, from the equity method of accounting for earnings and losses of the company’s subsidiaries and certain of its affiliates and (2) the profits, gains or returns that will be received by the company after the end of the next fiscal year. The distributable amount is increased by the profits that were allocated to such reserve when they are realized.
Income tax exemption reserve. Under Brazilian Corporate Law, the portion of the net profit derived from donations or governmental incentives directed to investments, can be excluded of the Distributable Amount.
143
Retained profits reserve. Under Brazilian Corporate Law, our shareholders may decide to retain a discretionary amount of our net profits that is provided for in a budget approved in the general shareholders’ meeting, upon the proposal of its Board of Directors, for the expansion of our installations and other investment projects. After the conclusion of the relevant investments, we may retain the reserve until the shareholders approve the transfer of the reserve, in full or in part, to its capital or to the accumulated profits reserve. In accordance with Brazilian Corporate Law, if a project to which part of the reserve has been allocated has a term exceeding one year, the budget for such project must be approved by the general shareholders’ meeting each fiscal year through the conclusion of the project.
Brazilian Corporate Law provides that all statutory allocations of net profit, including the unrealized profits reserve and the reserve for investment projects, are subject to approval by the shareholders voting at a general shareholders’ meeting and may be used for capital increases or for the payment of dividends in subsequent years. The legal reserve is also subject to approval by the general shareholders’ meeting and may be transferred to capital or used to absorb losses, but is not available for the payment of dividends in subsequent years.
The balance for the profit reserve accounts, except for the contingency reserve and unrealized profits reserve, may not exceed the share capital. If this happens, our shareholders must determine whether the excess will be applied to pay in the subscribed and unpaid capital, to increase and pay in the subscribed stock capital or to distribute dividends.
The profits unallocated to the accounts mentioned above must be distributed as dividends.
A company is permitted to allocate to the unrealized profits reserves all income from equity gains in subsidiaries that are not distributed to the company in the form of cash dividends. When such gains are distributed to the company in the form of cash dividends, the company is required to reverse the reserve. See “Item 3.D. Key Information — Risk Factors — Risks Relating to the Shares and the American Depositary Shares.” In addition to the mandatory distribution, the Board of Directors may recommend to the shareholders the payment of interim distributions from other funds that are legally available for such purposes. Any payment of an interim dividend may be set off against the amount of the mandatory dividend distribution for that fiscal year.
As an alternative form of payment of dividends, Brazilian companies may distribute interest on capital, which payments may be treated by a company as a deductible expense for income and social contribution taxes purposes. Payments of interest on capital may be made at the discretion of our Board of Directors, subject to the approval of the holders of our common shares. Payments of interest attributed to shareholders’ equity, net of withholding tax, may be distributed as part of the minimum mandatory dividends, to the extent that it does not exceed the limits described below. This interest is calculated in accordance with the daily pro rata variation of the Brazilian government’s long-term interest rate, (TJLP), as determined by the Central Bank from time to time, and cannot exceed the greater of:
Under Brazilian Corporate Law, a company may suspend the mandatory distribution either in the form of dividends or payments of interest on capital if the shareholders at the general shareholders’ meeting determine, based on the Board of Directors’ proposal, which is reviewed by the fiscal council,Fiscal Council, that payment of the mandatory distribution for the preceding fiscal year would be inadvisable in light of the company’s financial condition. Our managers must report to the CVM such suspension within five days of the relevant general shareholders’ meeting. Under Brazilian law, mandatory distributions that are suspended and not offset against losses in future years must be paid as soon as the financial condition of the company permits.
We declare and pay dividends and/or interest on capital, pursuant to Brazilian Corporate Law and our bylaws. Our Board of Directors may approve the distribution of dividends and/or interest on capital, calculated based on our annual or semi-annualsemiannual financial statements or on financial statements relating to shorter periods. The amount of any distributions will depend on a series of factors, such as our financial condition, prospects, macroeconomic conditions, tariff adjustments, regulatory changes, growth strategies and other issues our Board of Directors and our shareholders may consider relevant.
144
The amount of retention of profits and investments reserve are free of distribution restrictions and totaled R$3.33.1 billion as of December 31, 2015 (R$2.8 billion as of December 31, 2014).2017.
For 20152017 and 2014,2016, we declared dividends to our shareholders in the amounts of R$871951 million and R$779907 million, respectively, corresponding to 58%60% and 62%58%, respectively, of our reported net income for each year, respectively.year.
We usually pay dividends twice a year – interim dividends are paid after the reporting of the second quarter financial statements and the remaining is paid after the reporting of the annual financial statements.
The following table sets forth the dividends per share distributed by us with respect to our capital stock in the past five years.
Dividend history
Year’s results | Common shares | Common shares | ||||||||||
| (in Reais per share) | (in US$ per share)(1) | (in Reais per share) | (in US$ per share)(1) | |||||||||
2011 | 0.98 | 0.59 | ||||||||||
2012 | 1.17 | 0.60 | ||||||||||
2013 | 1.37 | 0.58 | 1.37 | 0.58 | ||||||||
2014 | 1.42 | 0.53 | 1.42 | 0.53 | ||||||||
2015 | 1.60 | 0.44 | 1.60 | 0.44 | ||||||||
2016 | 1.67 | 0.52 | ||||||||||
2017 | 1.75 | 0.55 | ||||||||||
| (1) | The amounts inReais have been converted into dollars using the exchange rates at each respective payment date. |
Holders of our shares are entitled to receive dividends declared by us solely from the date of the subscription and/or acquisition of such shares.
Payment of dividends. Within the four months following the end of each fiscal year, our shareholders are required to hold an annual shareholders’ meeting to decide, among other things, on the allocation of our net profits with respect to the fiscal year ended immediately prior to the shareholders’ meeting and the payment of an annual dividend. Additionally, interim dividends may be declared by our Board of Directors. Under Brazilian Corporate Law, dividends are generally required to be paid within 60 days following the date the dividend was declared, unless a shareholders’ resolution sets forth another date of payment, which, in either case, must occur prior to the end of the fiscal year in which such dividend was declared. Unclaimed dividends revert to us three years after the date when we begin to pay such declared dividends.
Shareholders who are not residents of Brazil must register with the Central Bank to have dividends, sales proceeds or other amounts with respect to their shares eligible to be remitted in foreign currency outside of Brazil. The shares underlying the ADSs will be held in Brazil by the Custodian,Itaú Corretora de Valores S.A., as agent for the Depositary. For purposes of the registration requirement, the Depositary is deemed to be the stockholder of the shares underlying the ADSs. The Depositary will register such common shares with the Central Bank.
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Payments of cash dividends and distributions, if any, will be made in Brazilian currency to the Custodian on behalf of the Depositary. The Custodian will then convert such proceeds into U.S. dollars and will cause such U.S. dollars to be delivered to the Depositary for distribution to holders of ADSs. See “Description of American Depositary Receipts” in our Registration Statement filed on FormF-1, declared effective on April 12, 2005. In the event that the Custodian is unable to convert immediately the Brazilian currency received as dividends into U.S. dollars, the amount of U.S. dollars payable to holders of ADSs may be adversely affected by devaluations of the Brazilian currency that may occur before such dividends are converted and remitted. See “Item 3.A. Key Information — Selected Consolidated Financial Data — Exchange Rates” and “Item 3.D. Key Information — Risk factors — Risks Relating to Brazil.” Dividends in respect of the shares paid to shareholders who are not Brazilian residents, including holders of ADSs, are exempt from Brazilian withholding tax except for dividends declared based on profits generated prior to December 31, 1995. Distributions of interest attributable to shareholders’ equity are currently subject to withholding tax at a rate of 15%, or 25% in the case of a shareholder domiciled in a “tax haven”. See “Item 10.E. Additional Information — Taxation — Brazilian Tax Consequences.”
Legal proceedings
Provisions for tax, civil and labor risks. We are party to administrative proceedings and lawsuits in relation to tax, civil, environmental, regulatory, and labor matters that are incidental to the normal course of our business,business. Depending on the outcome of such administrative proceedings and lawsuits, penalties restricting rights may be applied against the Company or its subsidiaries. Proceedings are guaranteed by escrow accounts, and whenever applicable, the Company maintainswe maintain escrow deposits. The provisions for the losses related to thosethese suits are based inon the opinionassessment of our external legal advisors.
The table below demonstrates the legal departmentsbreakdown of the Companyprovisions by nature and its subsidiaries and also of its legal advisors, being estimated and updated by the administration.
The following chart summarizes our provisions by kind as of December 31, 2015 and December 31, 2014:movement (in millions):
Provisions | 2014 | Additions | Write-offs | Monetary restatement | 2015 | |||||||||||||||
| (in millions ofReais) | ||||||||||||||||||||
IRPJ and CSLL | 406.5 | — | — | 33.4 | 439.9 | |||||||||||||||
PIS and COFINS | 119.2 | — | — | 16.6 | 135.8 | |||||||||||||||
ICMS | 20.8 | — | (3.5 | ) | (0.7 | ) | 16.6 | |||||||||||||
Social security | 10.5 | 0.3 | (0.2 | ) | 0.9 | 11.5 | ||||||||||||||
Civil, environmental and regulatory claims | 58.3 | 6.7 | (4.9 | ) | 0.1 | 60.3 | ||||||||||||||
Labor litigation | 71.5 | 6.3 | (13.7 | ) | 1.2 | 65.4 | ||||||||||||||
Others | 0.6 | 0.0 | (0.0 | ) | 0.0 | 0.5 | ||||||||||||||
Total | 687.4 | 13.3 | (22.3 | ) | 51.5 | 730.0 | ||||||||||||||
Provisions | 2016 | Additions | Write- offs | Monetary restatement | Opening balance CBLSA | 2017 | ||||||||||||||||||
Income taxes and contribution on net profit | 473.5 | — | (2.2 | ) | 25.3 | 19.2 | 515.8 | |||||||||||||||||
PIS e COFINS | 141.1 | — | (109.5 | ) | 3.3 | — | 34.9 | |||||||||||||||||
ICMS | 17.1 | 1.9 | (7.8 | ) | 0.5 | 100.1 | 111.8 | |||||||||||||||||
IPI | — | — | — | — | 78.1 | 78.1 | ||||||||||||||||||
Civil, Environmental and Regulatory | 69.4 | 22.0 | (3.3 | ) | 0.3 | 0.9 | 89.3 | |||||||||||||||||
Labor | 65.2 | 24.0 | (11.9 | ) | 1.1 | 4.0 | 82.4 | |||||||||||||||||
Others | 13.6 | 0.6 | (1.4 | ) | 0.6 | 0.1 | 13.5 | |||||||||||||||||
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Total | 779.8 | 48.5 | (136.0 | ) | 31.2 | 202.4 | 925.8 | |||||||||||||||||
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Current | 52.7 | 64.6 | ||||||||||||||||||||||
Non-current | 727.1 | 861.2 | ||||||||||||||||||||||
Some of the provisions above involveconsist, in whole or in part, of escrow deposits. The balance of these escrow deposits in the amount of R$548.1 millionare as of December 31, 2015 (R$505.6 million as of December 31, 2014).follows (in millions):
| Year ended December 31, | ||||||||
| 2017 | 2016 | |||||||
Tax | 659.1 | 643.4 | ||||||
Labor | 71.1 | 70.4 | ||||||
Civil and others | 92.5 | 65.0 | ||||||
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Total – current asset | 822.7 | 778.8 | ||||||
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Social Security and tax provisions.On October 7, 2005, our subsidiaries CiaCia. Ultragaz and Bahiana were granted withfiled for and obtained a preliminary injunction issued in a writ of mandamus, which aims at recognizing their right to ascertainrecognize and offset PIS and COFINS credits uponon LPG purchases, and offset then against other taxes collectedlevied by the Brazilian Federal Revenue Service, speciallynotably IRPJ and CSLL. The preliminary decision was confirmed by the 1st instance decision, issueda trial court on May 16, 2008. GivenUnder the preliminary injunction, the subsidiaries made judicial escrow deposits in relationfor these debits which amounted to the debts discussed in such lawsuit (and registered the corresponding liability). The current amount of the judicial deposits is of R$422.7 million, updated to December 31, 2015 (R$388.7483.5 million as of December 31, 2014)2017 (R$ 457.9 million as of December 31, 2016). The 1st instance decision was revoked by the Court of Appeals onOn July 18, 2014, a second instance unfavorable decision was published and since then, the subsidiaries suspended the escrow deposits, and have been collectingstarted to pay income taxes from that date. In seeking to appeal the IRPJ and CSLL. In order to reassure their right of making escrow deposits,court decision, the subsidiaries filedpresented a writ of prevention thatwhich was defeateddismissed on December 30, 2014.The subsidiaries2014, and the Company appealed against suchthis decision on February 3, 2015. In what concernsAppeals were also presented to the merits of the case, the subsidiaries presented the relevant appeals before the Brazilian Superior Court of Justice and Brazilian Supreme Courtrespective higher courts (STJ and STF), but the final decision yet have not been issued. whose trials are pending.
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The subsidiaries Oxiteno S.A., Oxiteno Nordeste, CiaCia. Ultragaz, Tequimar, Tropical Transportes Ipiranga Ltda., EMCA, IPP and Extrafarma filed for a writpreliminary injunction seeking the deduction of mandamus seeking for the recognition of their right to deduct the ICMS from their PIS and COFINS tax basis.bases. On March 15, 2017, the Federal Supreme Court (STF) decided that the ICMS should not be included in the calculation of PIS and COFINS tax bases. Therefore, based on the advice of its legal advisors, on March 31, 2017, Oxiteno Nordeste and IPP obtainedreversed the right to ‘pay’ the challenged amounts into escrow deposits through an injunction, and recognized a corresponding provision in the amount of R$99.9109.5 million asin 2017.
We note, however, that it is possible for the STF to restrict the effects of December 31, 2015 (R$92.5 million as of December 31, 2014).the judgment or to decide that the effectiveness will be reached after its final decision or other time that may be fixed. Despite the favorable decision, until there is a final judgment, the proceedings may be reassessed, which could result in new provisions in the future.
Civil, environmental and regulatory provisions. CertainUltrapar and certain subsidiaries are engaged in lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former suppliers, as well as proceedings related to environmental issues. The company and its subsidiaries maintained total provisions of R$60.389.3 million as of December 31, 20152017 (R$58.369.4 million as of December 31, 2014)2016) for such lawsuits and administrative proceedings.
Labor provisions. The Company and its subsidiaries maintain provisions of R$65.482.4 million as of December 31, 20152017 (R$71.565.2 million as of December 31, 2014)2016) for labor litigation filed by former employees and by employees of our service providers mainly contesting thenon-payment of labor rights.
Contingent liabilities. The companyCompany and its subsidiaries are party intoto various tax, civil, environmental, regulatory and labor proceedings for which the risk of loss prognosis is evaluatedhas been classified as ‘possible’ (loss chances up to 50%)either “possible” or “remote” by theirourin-house legal departmentsdepartment and external advisors as well.advisors. Based on this assessment, those suitswe have nonot recorded provisions in the financial reports.for proceedings with either a possible or remote risk of loss, pursuant to applicable accounting standards. The total amount involved in these cases isproceedings for which the risk of loss was classified as possible was R$2.072.58 billion as of December 31, 2015.2017 (R$2.25 billion as of December 31, 2016).
Tax and social security contingent liabilities. The Company and its subsidiaries have tax and social security contingent liabilities of R$1.261.71 billion as of December 31, 2015,2017 (R$1.52 billion as statedof December 31, 2016), as further described below.
TheOur subsidiary IPP hasand its subsidiaries have assessments invalidating the offset of IPIexcise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI due tounder the protection of tax immunity. The non-provisioned amount of this contingency in 2015 wasis R$154.8 million.166.0 million as of December 31, 2017 (R$169.9 million as of December 31, 2016).
In addition, Ipiranga hasOur subsidiary IPP and its subsidiaries have legal proceedings related to ICMS matters.ICMS. The total amount involved as atof December 31, 2015,2017 in these proceedings, was R$509.6 million.618.8 million (R$626.4 million as of December 31, 2016). Such proceedings arise mostly due to (i) of the disregard of ICMS credits amounting to R$294.5307.3 million (R$283.4 million as of December 31, 2016), of which R$119.7121.9 million refers(R$113.9 million as of December 31, 2016) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; (ii) ofthe alleged non-paymentnonpayment in the amount of R$105.1 million;114.0 million (R$108.8 million as of December 31, 2016); and (iii) inventory differences in the amount of R$103.4149.2 million (R$147.0 million as of December 31, 2016) related to the leftovers or faults occurred in function ofdue to temperature changes or product handling,handling.
We and (iv) noncompliance of ancillary obligations in the amount of R$6.7 million.
The Company and itsour subsidiaries are party intoparties to administrative and judicial suits involving Income Tax, Social Security Contribution,income tax, social security contribution, PIS and COFINS, substantially about denials forof offset claims and credits disallowance which total amount is R$308.4645.9 million as of December 31, 2015.2017 (R$450.1 million as of December 31, 2016).
In the first quarter of 2017, our subsidiary IPP received a tax assessment related to the IRPJ and CSLL resulting from the supposedly undue amortization of the goodwill paid in connection with its acquisition of a subsidiary, in the amount of R$187.0 million as of December 31, 2017, which includes income taxes, interest and penalties. Management assessed the likelihood of the tax assessment, supported by the opinion of our legal advisors, as “possible”, and therefore did not recognize a provision for this assessment.
Civil, environmental and regulatory contingent liabilities. The Company and its subsidiaries have civil, environmental and regulatory contingent liabilities in the total amount of R$583.0593.4 million as of December 31, 2015,2017 (R$480.1 million as statedof December 31, 2016), as further described below.
TheOur subsidiary CiaCia. Ultragaz is party to an administrative proceeding before CADE (Conselho Administrativo de Defesa Econômica), the Brazilian antitrust authority, based on alleged anti-competitive practices in the State of Minas Gerais in 2001. In 2009, the CADE enteredrendered a decision against CiaCia. Ultragaz imposingand imposed a penalty of R$23.1 million. The imposition32.3 million as of the administrativeDecember 31, 2017 (R$31.3 million as of December 31, 2016). This decision was suspended by a court order and its merit is being judicially reviewed. Based
In 2016, subsidiary Cia. Ultragaz also became a party to two administrative proceedings filed by CADE relating to allegations of anti-competitive practices.
The first proceeding relates to anti-competitive practices in the State of Paraíba and other Northeast States and also involves our subsidiary Bahiana. Both companies signed a Cease and Desist Agreement (“Termo de Compromisso de Cessação de Prática” – TCC), which was approved by CADE on November 22, 2017 pursuant to which they agreed to pay a penalty of R$96.0 million, in 8 (eight) equal installments starting on the date corresponding to 180 (one hundred and eighty) days as from the publication of CADE’s approval. These installments will be adjusted on a semiannual bases by the SELIC. In addition, three employees and a former employee of Ultragaz also signed the TCC and agreed to pay R$1.1 million in fines.
The second proceeding relates to anti-competitive practices in the Federal District and surrounding, and involves only Cia. Ultragaz. Cia. Ultragaz signed a TCC with respect to this proceeding that was approved by CADE on September 6, 2017. Pursuant to the TCC, Cia. Ultragaz agreed to pay a penalty of R$2.2 million, in a single installment on the date corresponding to 180 (one hundred and eighty) days as from the date of publication of CADE’s approval. Two former employees of Ultragaz also signed TCC and agreed to pay R$50 thousand each in fines.
As a result of the TCCs described above, elementsthe proceeding against Cia. Ultragaz, Bahiana and onthe employees will be suspended until final decision by CADE Tribunal.
Our subsidiary IPP became a party to two administrative proceedings filed by CADE, relating to allegations of anti-competitive practices in the city of Joinville, State of Santa Catarina and the surroundings of the city of Belo Horizonte, State of Minas Gerais. As of December 31, 2017, no decision has been rendered in connection with these two administrative proceedings and no fine had been imposed to the subsidiary. Regarding the administrative proceeding related to the metropolitan region of Belo Horizonte, administrative areas of CADE recommended the conviction of 35 resellers and their respective owners, the resellers’ syndicate of Minas Gerais and 4 distributors, among which is IPP. Their recommendations arenon-binding. Both cases were submitted to the decision of CADE’s Tribunal. In both cases, supported by the opinion of itsexternal legal counsel that classified the managementprobability of the subsidiaryloss as “remote”, management did not recordrecognize a provision for this contingency.
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Additionally, certainCertain former shareholders of RPR, CBPI and DPPI filed two lawsuits in the States of São Paulo and Rio de Janeiro questioning the Share Exchange in connection with the acquisition of the Ipiranga Group in order to prevent the Company’s shareholders’ meeting that would deliberate on the Share Exchange from taking place. Decisions by administrative and judicial courts stated that there were no legal grounds for the request. Based on such administrative and court decisions, the Share Exchange was approved by the shareholders’ meeting of the companies on December 18, 2007. The lawsuit filed in the State of Rio de Janeiro terminated as a result of loss of interest to sue, due to the sale of the correspondent shareholding at Ultrapar. Regarding the lawsuit filed in the state of São Paulo, the former Ipiranga shareholders that filed the suit appealed against the decision issued and the court of appeals rejected this appeal and maintained the lower court’s decision. Nonetheless, such former shareholders filed a special appeal against such decision, which was also not admitted by the court of appeals. Against this specific decision onnon-admittance, they filed an interlocutory appeal to forcibly refer the case records to the Brazilian High Court of Justice, where both admission andthe merits of the special appeal was also denied. The former shareholders then filed a motion for clarification, which was also rejected by the High Court of Justice. Against both decisions, which respectively rejected the special appeal and the motion for clarification, they filed an extraordinary appeal, where both admission and merits will be judged. In 2011, a new lawsuit in the State of Rio de Janeiro was filed by some of these former shareholders, questioning aspects of the Share Exchange. ThisHowever, the High Court of Justice rendered a decision regarding a conflict of jurisdictions and ordered the remittance of this new lawsuit is still pending a lower court decision.to the State of São Paulo, where it will be judged. The Company has not recorded any provision for these lawsuits in its financial statements.
On November 29, 2016, a technical opinion was issued by the Operational Support Center for Execution (Centro de Apoio Operacional à Execução – CAEX), a technical body linked to the São Paulo State Public Prosecutor (“MPE”), presenting a proposal setting forth an estimate of monetary damages for the alleged environmental impact caused by the fire on April 2, 2015 at the Santos Terminal of the subsidiary Tequimar. This technical opinion isnon-binding, with no condemnatory or sanctioning nature, and will still be evaluated by the authorities and parties. The Company disagrees with the methodology and the assumptions adopted in the proposal and is negotiating an agreement with the MPE and the Brazilian Federal Public Prosecutor (“MPF”). Nevertheless, it is expected that the amounts eventually payable on the final MPE report may have a material impact on the Company’s financial statements, besides the amounts already recognized. In addition, Tequimar has been criminally indicted based on the recommendation of the MPF in relation to the same matters. Tequimar is awaiting for the formal court summons in connection with this indictment in order to take the necessary measures for its defense. For additional information, see Note 33 to our financial statements.
Labor contingent liabilities. The Company and its subsidiaries have labor contingent liabilities in the total amount of R$225.2273.7 million as of December 31, 2015,2017 (R$252.9 million as mentionedof December 31, 2016), as further described below.
In 1990, the Petrochemical Industry Labor Union (Sindiquímica), of which the employees of Oxiteno Nordeste and EMCA, companies located in the Camaçari Petrochemical Complex, are members, filed separate lawsuits against the subsidiaries demanding the compliance with the fourth section of the collective labor agreement, which provided for a salary adjustment in lieu of the salary policies practiced. In the same year, a collective labor dispute was also filed by the Union of Employers (SINPEQ) against Sindiquímica, requiring the recognition of the loss of effectiveness of such fourth section. IndividualThe decisions rendered on the individual claims which were rejected.favorable to the subsidiaries Oxiteno Nordeste and EMCA are final and unappealable. The collective bargain agreement is currentlylabor dispute remains pending trial by STF. In the second half of 2010, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquímica and reported the fact in the collective bargain agreementlabor dispute. Based onIn October 2015, Sindiquímica filed enforcement lawsuits against all Camaçari Petrochemical Complex companies that have not yet reached settlements, including Oxiteno Nordeste and EMCA.
Lubricants operation between IPP and Chevron.In the opinionprocess of establishing the joint venture between Chevron and subsidiary IPP, the companies agreed that each shareholder of the new company would be responsible for any claims arising out of any acts, facts or omissions prior to their legal advisors that reviewedformation. The liability provisions of the latest STF decisionChevron shareholder in the collective bargain agreement disputeamount of R$3.5 million are reflected in the consolidated financial statements, as well as the final judgementcontingent liabilities identified at the date of acquisition, whose provision amount of R$198.9 million was recognized as a business combination on December 1, 2017. The amount provisioned of Chevron’s liability recognized in the individual claims involvingbusiness combination will be reimbursed to subsidiary CBLSA in the subsidiaries Oxiteno Nordesteevent of losses and EMCA,an indemnity asset was hereby constituted in the management of such subsidiaries believed that it was not necessarysame amount, without the need to recognizeestablish a provision as of December 31, 2015.for uncollectible amounts.
Antitrust matters
Acquisition of American ChemicalAlesat Combustíveis S.A.. The acquisition of 100% of Ale and the shares of American Chemicalassets integrating its operation by OxitenoIpiranga was duly submitted to the antitrust authorities on June 18, 2012. A non-binding opinion ofSeptember 19, 2016. On February 1, 2017, the General Superintendence of CADE was issued on April 19, 2013 recommending disapproval ofanon-binding opinion objecting to the transaction. However, on November 20, 2013, the plenary session ofOn August 2, 2017, CADE voted unanimously to approverejected the transaction subject torelating the executionacquisition of a Performance Commitment Agreement (Termo de Compromisso de Desempenho), setting forth certain business conduct obligations in relation to the acquired company for a periodAle and any of five years asits assets comprising its operations. The contract was automatically terminated without any penalty from the date of the execution of the TCD.either party.
Acquisition of ExtrafarmaJoint Venture between Ipiranga and Chevron in the Lubricants Business in Brazil.. The merger of shares (incorporação de ações), of Extrafarma with Ultrapar, pursuantjoint venture between Ipiranga and Chevron to which Ultrapar acquired all ofcreate a company in the shares of Extrafarma and Extrafarma became our wholly-owned subsidiary,lubricants business in Brazil was duly submitted to the antitrust authorities on October 11, 2013.December 13, 2016. On October 25, 2013,February 9, 2017, the General Superintendence of CADE approvedissued an opinion for the approval of the transaction which closedwithout any restriction. On March 2, 2017, CADE issued a certificate attesting to the approval that was published on January 31, 2014.February 10, 2017.
Acquisition of Certain Assets of ServgáLiquigás Distribuidora S.A.The acquisition of certain assets100% of ServgáLiquigás Distribuidora de Gás S.A. by CiaCia. Ultragaz S.A. was submitted to the antitrust authorities on April 7, 2017. On August 28, 2017, the General Superintendence issued anon-binding opinion objecting to the transaction. On February 28, 2018, CADE rejected the transaction relating the acquisition of Liquigás. The contract was automatically terminated, pursuant to which Ultragaz paid a fine on March 13, 2018, in favor of Petrobras in the amount of R$286 million as per the terms of original sale and purchase agreement.
Acquisition of Terminal Exportador de Álcool de Santos Ltda. (“TEAS”).The acquisition of 100% of TEAS, currently owned by Raízen Energia S.A. and Raízen Araraquara Açúcar e Álcool Ltda., by Terminal Químico de Aratu S.A. – TEQUIMAR, was duly submitted to the antitrust authorities on October 22, 2015.January 31, 2018. On November 19, 2015,February 9, 2018, the General Superintendence of CADE approvedissued an opinion for the approval of the transaction which closedwithout any restriction. On March 2, 2018, CADE issued a certificate attesting to the approval that was published on December 5, 2015.February 10, 2018.
| B. | Significant Changes |
None.
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| ITEM 9. | THE OFFER AND LISTING |
| A. | Offer and Listing Details |
The table below sets forth, for the indicated periods, the high and low closing prices of the ADSs on NYSE, in U.S. dollars, and the shares on the São Paulo Stock Exchange, inReais:
| New York Stock Exchange | São Paulo Stock Exchange | New York Stock Exchange | São Paulo Stock Exchange | |||||||||||||||||||||||||||||||||||||||||||||
| High | Low | Volume(1) | High | Low | Volume(1) | High | Low | Volume(1) | High | Low | Volume(1) | |||||||||||||||||||||||||||||||||||||
| (in US$ per ADS) | (inReais per share)(2) | (in US$ per ADS) | (inReais per share)(2) | |||||||||||||||||||||||||||||||||||||||||||||
Year ended | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2011 | 18.70 | 14.83 | 350,892 | 32.50 | 23.54 | 879,910 | ||||||||||||||||||||||||||||||||||||||||||
December 31, 2012 | 24.02 | 17.75 | 496,314 | 49.00 | 32.01 | 812,998 | ||||||||||||||||||||||||||||||||||||||||||
December 31, 2013 | 27.73 | 21.39 | 339,862 | 60.20 | 45.28 | 972,171 | 27.73 | 21.39 | 339,862 | 60.20 | 45.28 | 972,171 | ||||||||||||||||||||||||||||||||||||
December 31, 2014 | 26.18 | 17.80 | 393,511 | 58.40 | 48.30 | 1,270,075 | 26.18 | 17.80 | 393,511 | 58.40 | 48.30 | 1,270,075 | ||||||||||||||||||||||||||||||||||||
December 31, 2015 | 24.50 | 15.25 | 554,041 | 73.85 | 49.00 | 1,576,482 | 24.50 | 15.25 | 554,041 | 73.85 | 49.00 | 1,576,482 | ||||||||||||||||||||||||||||||||||||
Year ended December 31, 2014 | ||||||||||||||||||||||||||||||||||||||||||||||||
December 31, 2016 | 24.48 | 13.14 | 594,273 | 79.05 | 54.35 | 1,356,563 | ||||||||||||||||||||||||||||||||||||||||||
December 31, 2017 | 25.00 | 20.14 | 523,628 | 79.79 | 63.78 | 1,285,665 | ||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2016 | ||||||||||||||||||||||||||||||||||||||||||||||||
First quarter | 24.13 | 20.99 | 343,811 | 54.91 | 50.05 | 1,245,149 | 19.62 | 13.14 | 580,529 | 71.00 | 54.35 | 1,563,085 | ||||||||||||||||||||||||||||||||||||
Second quarter | 26.18 | 23.34 | 304,209 | 58.40 | 52.60 | 1,158,987 | 22.01 | 18.75 | 532,337 | 73.71 | 65.95 | 1,305,471 | ||||||||||||||||||||||||||||||||||||
Third quarter | 25.61 | 21.12 | 361,089 | 57.75 | 51.10 | 1,215,078 | 24.48 | 20.62 | 617,573 | 79.05 | 69.05 | 1,188,995 | ||||||||||||||||||||||||||||||||||||
Fourth quarter | 22.18 | 17.80 | 561,209 | 56.00 | 48.30 | 1,459,760 | 23.23 | 19.14 | 646,830 | 73.40 | 65.19 | 1,384,751 | ||||||||||||||||||||||||||||||||||||
Year ended December 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||
Year ended December 31, 2017 | ||||||||||||||||||||||||||||||||||||||||||||||||
First quarter | 20.88 | 17.80 | 449,955 | 64.83 | 49.00 | 1,684,418 | 23.15 | 20.14 | 516,404 | 72.50 | 63.78 | 1,238,374 | ||||||||||||||||||||||||||||||||||||
Second quarter | 24.50 | 20.74 | 441,078 | 73.85 | 65.70 | 1,503,695 | 24.74 | 21.30 | 585,802 | 79.35 | 70.07 | 1,280,059 | ||||||||||||||||||||||||||||||||||||
Third quarter | 21.70 | 15.54 | 657,291 | 70.89 | 59.71 | 1,485,663 | 24.94 | 21.86 | 520,579 | 78.55 | 69.60 | 1,379,750 | ||||||||||||||||||||||||||||||||||||
Fourth quarter | 18.81 | 15.25 | 661,194 | 69.89 | 60.45 | 1,637,622 | 25.00 | 21.39 | 470,775 | 79.79 | 69.90 | 1,239,097 | ||||||||||||||||||||||||||||||||||||
Month ended | ||||||||||||||||||||||||||||||||||||||||||||||||
November 30, 2015 | 18.81 | 16.00 | 653,970 | 69.44 | 62.73 | 1,818,526 | ||||||||||||||||||||||||||||||||||||||||||
December 31, 2015 | 17.26 | 15.25 | 604,632 | 65.34 | 60.45 | 1,517,490 | ||||||||||||||||||||||||||||||||||||||||||
January 31, 2016 | 14.95 | 13.14 | 655,581 | 59.38 | 54.35 | 1,639,958 | ||||||||||||||||||||||||||||||||||||||||||
February 29, 2016 | 15.71 | 14.14 | 519,265 | 62.85 | 56.77 | 1,308,842 | ||||||||||||||||||||||||||||||||||||||||||
March 31, 2016 | 19.62 | 16.22 | 571,408 | 71.00 | 64.00 | 1,712,850 | ||||||||||||||||||||||||||||||||||||||||||
April 30, 2016 (through April 25) | 20.93 | 18.75 | 486,029 | 73.71 | 68.04 | 1,396,013 | ||||||||||||||||||||||||||||||||||||||||||
November 30, 2017 | 24.01 | 21.39 | 552,730 | 77.81 | 70.05 | 1,555,863 | ||||||||||||||||||||||||||||||||||||||||||
December 31, 2017 | 22.73 | 21.46 | 420,391 | 75.00 | 69.90 | 1,156,837 | ||||||||||||||||||||||||||||||||||||||||||
January 31, 2018 | 25.92 | 23.57 | 431,517 | 81.54 | 76.21 | 1,088,119 | ||||||||||||||||||||||||||||||||||||||||||
February 28, 2018 | 25.63 | 23.26 | 545,542 | 81.85 | 75.34 | 1,122,539 | ||||||||||||||||||||||||||||||||||||||||||
March 31, 2018 | 22.74 | 20.78 | 497,647 | 75.34 | 69.25 | 1,155,619 | ||||||||||||||||||||||||||||||||||||||||||
| (1) | Average daily — number of shares. |
| (2) | Common shares, with respect to any period on or after the Conversion, which was concluded on August 17, 2011, or preferred shares, with respect to any period prior to the Conversion. See “Item 4.A. Information on the Company — History and Development of the Company.” |
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The prices and volumes are retroactively adjusted for the stock split described under “Item 4.A. Information on the Company — History and Development of the Company.”
| B. | Plan of Distribution |
Not applicable.
| C. | Markets |
Our shares are listed on the São Paulo Stock Exchange under the ticker symbol “UGPA3” and the ADSs are listed on NYSE under the symbol “UGP”.
| D. | Selling Shareholders |
Not applicable.
| E. | Dilution |
Not applicable.
| F. | Expenses of the Issue |
Not applicable.
| ITEM 10. | ADDITIONAL INFORMATION |
| A. | Share Capital |
Not applicable.
| B. | Memorandum and Bylaws |
We are registered with the commercial registry of the state of São Paulo under the registration number 35,300,109,724. Pursuant to chapter I, article 3 of our bylaws, our main corporate purpose is the investment of our capital in the trade, industry and agriculture sectors and in companies providing services, through the subscription for or acquisition of shares or quotas in other companies.
General
Set forth below is a summary of selected significant provisions of our bylaws and the Brazilian Corporate Law, the rules and regulations of the CVM and theNovo Mercado listing segment of BM&FBOVESPAB3 regarding certain corporate matters in force since the completion of the Conversion. This description does not purport to be complete and is qualified by reference to our bylaws, Brazilian Corporate Law, the rules and regulations of the CVM and the rules of theNovo Mercado.
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In connection with the Conversion, at the extraordinary shareholders’ meeting and the special preferred shareholders’ meeting, both held on June 28, 2011, our shareholders approved (i) the conversion of all preferred shares into common shares at a ratio of one preferred share for one common share; (ii) changes to and consolidation of our bylaws; (iii) the Company’s adherence to the rules of theNovo Mercado of the BM&FBOVESPA;B3; and (iv) the confirmation that the new provisions related to the rights of all Company’s shareholders in the event of a sale of control of the Company, pursuant to its new bylaws and theNovo Mercado regulations, are equivalent to the provisions of the Ultra S.A. shareholders’ agreement dated as of March 22, 2000. Such decisions became effective on the date the shares issued by the Company were admitted to trade at theNovo Mercado of the BM&FBOVESPA.B3.
As a result of the Conversion, all preferred shares were converted into common shares. Therefore, certain rights granted to preferred shareholders by Brazilian law or our previous bylaws no longer apply, such as, for example, the priority in capital distribution in the event of our liquidation. Also, due to our new capital structure, other shareholders’ rights are currently not applicable, for instance, the right to separate elections for the Board of Directors and Fiscal Council. On the other hand, common shareholders are entitled to voting rights in any matter. See “Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds.”
Since our shares are listed on theNovo Mercado, we are required to comply with heightened requirements for corporate governance. In addition, we are not permitted to issue preferred shares or any shares with restricted voting rights while listed on theNovo Mercadopursuant to the rules of theNovo Mercado and our bylaws.
As of January 2, 2018, the new rules for Novo Mercado came into effect. Despite the fact that the Companies listed in this segment are registered to fully comply with the regulations until the general shareholders’ meeting of 2021, some obligations shall be applied, such as the proceedings required for the voluntary withdrawal from the Novo Mercado segment described below.
Description of Capital Stock
As of December 31, 20152017, our subscribed andpaid-in capital stock consisted of 556,405,096 common shares, all of which have equal voting and equity rights, with no par value.
Voting Rights
Each common share entitles its holder to one vote at the matters of the shareholders’ meetings, in accordance with the Brazilian Corporate Law, our bylaws and theNovo Mercado regulations. For more detailed information with respect to the voting rights of our common shares see our Form8-A filed with the SEC on August 15, 2011 in the section “Description of Capital Stock—Stock — Shareholders’ Meetings.”
Deregistration as Publicly-Held Company
We may only deregister as a publicly-held company if such deregistration is approved by a majority of the shareholders present at a shareholders’ meeting, and we, our controlling shareholders or a groupwhich shall be conditioned to: (i) the launching of controlling shareholders conduct a public tender offer for the acquisition of all of our outstanding shares in accordance with the provisions of Brazilian Corporate Law, the CVM rules and regulations, theNovo Mercado regulation and our bylaws by us, our controlling shareholders or a group of controlling shareholders and (ii) the acceptance of at least two thirds (2/3) of the shareholders representing the free float that show up at the tender offer auction (whether by selling its shares or expressly agreeing with the deregistration), in which case we would become a privately-held company. The price offered for such outstanding shares must at least correspond to the economicfair value of such shares as set forth in the respective appraisal report issued by a specialized institution paid forwith proven experience hired by the offeror.
The specialized institution must have proven experience and it must be independent with respect toofferor for the Company’s decision making power, our Board of Directors, our executive officers and any controlling shareholder. The institution will be chosen at the shareholders’ meeting from a list of three alternatives submitted by the Board of Directors. The institution will be chosen by a majority votepurposes of the shareholders representing the free float present at such shareholders’ meeting, not counting blank votes. The shareholders’ meeting, if convened on first call, must have shareholders representing at least 20% of the entire free float in attendance. If convened on second call, the shareholders’ meeting may have any number of shareholders representing the free float in attendance.tender offer.
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Shareholders holding at least 10ten percent of the free float of our shares may require our management to call a special shareholders’ meeting to determine whether to perform another valuation using the same or a different valuation method. This request must be made within 15 days following the disclosure of the price to be paid for the shares in the public tender offer. If the new valuation price is equal to or lower than the original valuation price, the shareholders making such request as well as those who vote in its favor must reimburse the Company for any costs incurred in preparing the new valuation.appraisal report. If the new valuation price is higher than the original valuation price, the offeror shall then decide whether to proceed with the public tender offer must be made atobserving the higher price.
If a transaction which results in our deregistration as publicly-held company is approved and there is no controlling shareholdersnew price or group of controlling shareholders, then the shareholders at the meeting approving such delisting will determine the persons responsible for launchingwithdraw the tender offer.offer, in which case the Company will continue to be registered as a publicly-held company.
Withdrawal from the Novo Mercado
We may at any time withdrawAccording to the CompanynewNovo MercadoListing Rules – applicable as of January 2, 2018 – the withdrawal from theNovo Mercado, pursuant may result from: (i) the controlling shareholders or the company’s decision; (ii) the violation of any the rules of theNovo Mercado; or (iii) the deregistration as publicly-held company.
The withdrawal, however, shall only occur after the launching of a public tender offer for the Company’s outstanding shares, which shall (i) follow, as applicable, the CVM regulation that rules that the mandatory tender offer for the deregistration as publicly-held company (including the abovementioned possibility to majority shareholder approvalrequest a second valuation report); and (ii) be launched at a fair price, as appointed in the appraisal report issued by a specialized institution with proven experience for the purposes of the tender offer; and (ii) be approved by at least one third (1/3) of the shareholders representing the free float that participate in the tender offer auction (whether by selling its shares or expressly agreeing with the withdrawal from theNovo Mercado).
The obligation to launch such public tender offer, however, may be waived by the majority of the shareholders representing the Company’s free float present at the shareholders’ meeting andconvened to resolve on that matter. Such shareholders’ meeting may be held on first call with 30-day prior notice to BM&FBOVESPA. the attendance of shareholders representing two thirds (2/3) of the free float or, on second call, with the attendance of any number of shareholders representing the free float.
The withdrawal from theNovo Mercadodoes not necessarily result in our deregistration as a publicly-held company on the BM&FBOVESPA.
Pursuant to our bylaws,If the withdrawal from theNovo Mercadoapproved by the shareholders’ present at a shareholders’ meeting, by the controlling shareholders or a group of controlling shareholders (including if the withdrawal is a result of the approval ofCompany participates in a corporate reorganization) will be conditioned uponreorganization involving the launchingtransfer of its shareholders’ base to a mandatory tender offer for the acquisition of our remaining shares by such shareholders at a price at least equal to the economic value of such shares as set forthcompany that is not listed in the respective valuation report issued by a specialized institution.
If there is no controlling shareholder, the shareholders who approve the withdrawal from theNovo Mercado, such resulting company or companies must apply for listing onNovo Mercado will determinewithin one hundred and twenty (120) days from the persons responsible for carrying outdate of the general shareholders meeting that approved the reorganization, unless the majority of the shareholders representing the Company’s free float present at such shareholders’ meeting agrees with thenon-listing of the resulting company.
Pursuant to the new rules of the Novo Mercado, the voluntary withdrawal shall be preceded by a public tender offer at fair market value. For the withdrawal to move forward, shareholders representing more than 1/3 of the outstanding shares shall need to accept the tender offer among those present ator expressly agree to delist without selling the shareholders’ meeting. If no such persons are determined, in case of a corporate reorganization in which the securities of the Company resulting from such reorganization are not admitted for trading in theNovo Mercado, the shareholders having voted in favor of the corporate reorganization shall carry out the referred offer.
If the Company is withdrawn from theNovo Mercado as a result of a violation of the rules of theNovo Mercado, the controlling shareholders will be required to carry out a tender offer for the remaining shares at a price that corresponds to at least the economic value of such shares as set forth in an appraisal report prepared by a specialized institution. If there are no controlling shareholders, the tender offer shall be carried out by those shareholders who voted in favor of the resolution that resulted in the violation of the rules of theNovo Mercado. If, however, the violation results from management action or fact, our management must call a shareholders’ meeting for the purpose of taking the necessary actions to remedy the breach of itsNovo Mercado obligations or to approve the delisting. In the event the shareholders approve the Company’s delisting from theNovo Mercado, the shareholders’ must determine the persons responsible for carrying out the public tender offer. The appointment of the institutions responsible for preparing reports as mentioned above will comply with the same procedures applicable to a going private transaction. See “—Deregistration as a Publicly-Held Company.”shares.
According to the rules of theNovo Mercado, in the event of a transfer of our shareholding control within 12twelve (12) months following our delisting from theNovo Mercado, the selling controlling shareholdersshareholder(s) and the acquirer must offer to acquire the remaining shares for the same price and terms offered to the selling controlling shareholders, adjusted for inflation.duly updated, or pay the difference, if any, between the tender offer price accepted by the former shareholders, duly updated, and the price obtained by the controlling shareholder in selling its shares.
If our shares are delisted from theNovo Mercado, we will not be permitted to rejoin theNovo Mercado for a period of two years after the delisting date, unless there is a change in the Company’s control following our delisting.
Sale of Control
In the event of a direct or indirect sale of the Company’s corporateshareholding control, through a single or series of transactions, the acquirer must conduct a public tender offer to buyfor all of the shares held by the remaining shareholders in order to ensure equal treatment of all shareholders (tag-along(tag-along right). Such right has been provided to Ultrapar’s shareholders since March 22, 2000, in accordance with the terms of the Ultra S.A. shareholders’ agreement signed on the same date, which has since then been rescinded and replaced by our bylaws. The tender offer is subject to applicable laws and regulations, our bylaws and the rules of theNovo Mercado.
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A public tender offer is also required when there is an assignment for consideration of share subscription rights or rights of other securities convertible into our shares, which results in the transfer of control of the Company. In such a case, the acquiring shareholder must (i) complete a public tender offer for the acquisition of our remaining shares on the same terms and conditions offered to the selling shareholder and (ii) according to our bylaws, reimburse the counterparties from whom it has acquired our shares on the stock exchange in thesix-month period preceding the transaction which resulted in a change in control. The reimbursement amount corresponds to the positive difference between the price paid to the selling shareholder in the transaction that resulted in a change of control and the adjusted price paid in the transactions carried out on the BM&FBOVESPAB3 during thissix-month period, as adjusted by the SELIC rate up until the payment date.
The acquirer of our corporate control, if applicable, must take all necessary measures to reconstitute the minimum 25% free float within six months of the acquisition.
The controlling shareholder may not transfer our shares heldset forth by it to the purchaser of control of the Company, and we may not register the transfer of such shares, if the purchaser fails to execute the terms of consent of the rules of theNovo Mercado andwithin eighteen months from the arbitration regulation established byfirst day ofnon-compliance with such requirement, which shall correspond to (i) 25% of our capital stock; or (ii) 15% of our capital stock, if the BM&FBOVESPA.average daily trading volume of our shares remains equal to or greater than R$25.0 million, considering the trades performed in the previous twelve months.
Acquisition of a Relevant Interest
Any person, regardless of whether he/she is a shareholder, which, on his/her own account or acting jointly with another person, acquires our shares, through a single transaction or a series of successive transactions, representing 20% or more of our capital stock, is required to make a tender offer for the acquisition of the shares held by the remaining shareholders at a price equal to the highest value per share paid by him/her in the preceding six months, adjusted pursuant to the SELIC rate. Such persons will not be required to carry out a public tender offer in the event they timely and cumulatively sell on a stock exchange the number of our shares that exceeds such thresholds, within 30 days from the date they provide notice to the Company of their intent to make such sales. In addition, the requirement to carry out a public tender offer will not apply in the event any shareholder or group of shareholders hold more than 50% of our capital stock at the time of acquisition of the relevant interest.
Public Tender Offers
A single public tender offer may be madelaunched for more than one of the purposes provided for in our bylaws, the rules of theNovo Mercado, Listing rules, the Brazilian Corporate Law or in the regulations issued by the CVM, provided that the procedures used inwhen conducting the unified public tender offer are compatible with all requirements of each distinctindividual public tender offer, the public tender offereesoffers do not suffer any damages and the authorization of the CVM is obtained, when required by the applicable law.
| C. | Material Contracts |
2014 Ultra S.A. Shareholders’ Agreement
Ultra S.A.’s shareholders executed, on February 24, 2014, a new shareholders’ agreement which became effective as of that date and replaced the Ultra S.A. shareholders’ agreement executed in April 2011. The Ultra S.A. shareholders agreement’s main terms are substantially related to (i) the decision process of Ultra S.A.’s vote at Ultrapar’s shareholders meetings and (ii) procedures to exchange shares in Ultra S.A. into shares of Ultrapar. The terms and conditions of the new shareholders’ agreement are substantially the same as the previous shareholder’s agreement among the same parties effective since 2011, except, mainly, for the replacement of preliminary meetings among the agreeing parties for extraordinary shareholders’ meetings of Ultra S.A. to decide upon the vote of Ultra S.A. regarding certain matters in general shareholders’ meetings of Ultrapar. The 2014 Shareholders’ Agreement will be valid for a five-year term and is renewable by a unanimous resolution. It can be terminated prior to the expiration of its term by a resolution of 80% of Ultra S.A. voting shares. See “Item 7.A. Major Shareholders and Related Party Transactions — Major Shareholders — Shareholders’ Agreements” and “Exhibit 2.13 – 2014 Ultra S.A. Shareholders’ Agreement, dated as of February 24, 2014.”
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Association and Other Covenants Agreement – Extrafarma
On September 30, 2013, Ultrapar, Extrafarma, Paulo Correa Lazera, Katia Correa Lazera, Pedro José Correa Lazera, Roberto Correa Lazera, Tania Lazera Lima Paes, Tereza Lazera Kemp and Sandra Correa Lazera, each individual being a former shareholder of Extrafarma entered into an Association and Other Covenants Agreement to effect the merger of shares (incorporação de ações) of Extrafarma with Ultrapar. See “Exhibit 4.17 – Summary of the Association and Other Covenants Agreement, dated September 30, 2013.”
Notes in the foreign market
In December 20, 2005,October 2016, the subsidiary LPGUltrapar International S.A. issued US$250 million in notes in the international market in the principal amount of US$750 million, with the aimmaturity in October 2026 and interest rate of lengthening the Company’s debt profile, financing possible acquisitions and other corporate purposes.5.25% per annum, with interest payable semiannually. The issue price was 98.097% of its face value. The notes had a coupon of 7.3% per annum paid semiannually. The notes were settledare jointly and unconditionally guaranteed by LPG at their maturity date.Ultrapar and by the subsidiary IPP.
BNDES
Ultrapar has financing from BNDES (Brazilian National Development Bank) for some of its investments. As of December 31, 2015,2017, such line of credit with BNDES totaled R$1.6 billion, of which R$0.40.3 billion had been drawn down.
The loans under this credit agreement bear mainly an annual interest of TJLP plus an additional rate that varies according to each subsidiary. The credit line agreement contains certain financial ratio covenants and limits on permitted usages of the borrowed amounts (which are limited to certain fixed asset and working capital expenditures). In addition, the subsidiaries may redeem the debt prior to the maturity date, but will be subject to the payment of certain premiums.
Debentures
In December 2012, the subsidiary IPP made its first issuance of R$600 million in public debentures, which maturematured in November 2017 and bearbore interest at 107.9% of CDI, with principal due at maturity. The proceeds from this issuance were used for general corporate purposes, in order to strengthen its cash position and lengthen its debt profile, providing greater financial flexibility. The debentures were settled by the Company on the maturity date.
In January 2014, the subsidiary IPP made its second issuance of R$800 million in public debentures, which mature in December 2018 and bear interest at 107.9% of CDI, with principal due at maturity. The proceeds from this issuance were used to lengthen its debt profile, providing greater financial flexibility.
In March 2015, Ultrapar completed its fifth issuance of R$800 million in public debentures, which mature in a single seriesMarch 2018 and bear interest at 108.25% of 800 simple, nonconvertible into shares, unsecured debentures.CDI, with principal due at maturity. The proceeds of the issuance were used to redeem 800 debentures from the fourth issuance, at the final maturity date. The termsdebentures were settled by the Company on the maturity date.
In May 2016, the subsidiary IPP made its fourth issuance of R$500 million in public debentures, which mature in May 2021 and bear interest at 105.0% of CDI, with annual amortization, beginning in May 2019. The proceeds from this issuance were used in the purchase of ethanol by the subsidiary IPP.
In April 2017, the subsidiary IPP carried out its fifth issuance of R$1,012.5 million in debentures, are substantiallyin two single series of R$660.1 million and R$352.4 million, which mature in April 2022 and April 2024 and bear interest at 95.0% of CDI and IPCA + 4.68% per year, respectively. Both series have principal due at maturity. The proceeds from this issuance has been used exclusively for the samepurchase of those ofethanol.
In July 2017, the subsidiary IPP made its fourth issuance exceptof R$1,500 million in public debentures, which mature in July 2022 and bear interest at 105.0% of CDI, with annual amortization, beginning in July 2021. The proceeds from this issuance were used to lengthen its debt profile, providing greater financial flexibility.
In October 2017, the subsidiary IPP carried out its seventh issuance of R$944.1 million in debentures, in two single series of R$730.4 million and R$213.7 million, which mature in October 2022 and October 2024 and bear interest at 95.0% of CDI and IPCA + 4.33% per year, respectively. Both series have principal due at maturity. The proceeds from this issuance has been used exclusively for the maturity date, which is March 16, 2018.purchase of ethanol.
For more information on our debentures, see “Item 5.B. Operating and Financial Review and Prospects — Liquidity and Capital Resources — Indebtedness.”
Banco do Brasil
Our subsidiary IPP entered into several loan agreements with Banco do Brasil S.A. to finance the marketing, processing or manufacturing of agricultural goods (particularly ethanol). The loan agreements contain certain financial penalties for failure to make required payments, limits on permitted usages of the borrowed amounts (which are linked to certain agricultural products expenditures) and loan acceleration clauses. In addition, these agreements contain cross default clauses, requiring the principal and accrued interest to be paid in full for certain events.
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For further detail on financial instruments of Ultrapar and its subsidiaries, see Note 3031 to our consolidated financial statements and “Item 4.A. Information on the Company5.B. Operating and Financial Review and Prospects — HistoryLiquidity and Development of the CompanyCapital Resources — Recent Developments.Indebtedness.”
Other material contracts are described in other sections of this report
For information regarding our contract with Braskem relating to the supply of ethylene, see “Item 4.B. Information on the Company — Business Overview — Petrochemicals and Chemicals — Oxiteno — Raw materials” and “Item 5.F. Operating and Financial Review and Prospects — Tabular Disclosure of Contractual Obligations.”
| D. | Exchange Controls |
There are no restrictions on ownership of our common shares by individual or legal entities domiciled outside Brazil. However, the right to convert dividend payments and proceeds from the sale of our shares into foreign currency and to remit such amounts abroad is subject to restrictions under foreign investment legislation, which generally require, among other things, that the relevant investment be registered with the Central Bank andand/or the CVM.CVM, as the case may be.
Foreign investors may register their investment in our shares under Law 4,131, dated as of September 3, 1962, as amended, or Resolution 4,373, dated as of September 29, 2014 (which replaced Resolution 2,689, dated of January 26, 2000). Registration under Resolution 4,373 affords favorable tax treatment tonon-Brazilian investors who are not residents in a “tax haven” jurisdiction (i.e. countries that do not impose income tax or where the maximum income tax rate is lower than 20%), as defined by Brazilian tax laws.
Resolution 4,373 provides that foreign investors may invest in financial and capital markets in Brazil, including by means of the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers.
Under Annex I of Resolution 4,373, investments ofnon-Brazilian investors shall be made in Brazil pursuant toin accordance with the same instruments and operational modalities available to the investors residentresiding or domiciled in Brazil. The definition ofnon-Brazilian investor includes individuals, legal entities, funds and other collective investment entities, resident,residing, domiciled or headquartered abroad.
Pursuant to Annex I of Resolution 4,373, among the requirements applicable to the investment of anon-Brazilian investor in the Brazilian financial and capital marker,market, such investor must:
Securities and other financial assets held bynon-Brazilian investors pursuant to Annex I Resolution 4,373 must be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank or the CVM, or be registered with clearing houses or other entities that provide services of registration, clearing and settlement duly licensed by the Brazilian Central Bank or the CVM. In the case of Depositary Receipts (DRs), the record must be made by the Brazilian custodian entity on behalf of the foreign depositary institution.
Annex II of Resolution 4,373 of the National Monetary Council provides for the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers. The ADS program was approved by the CVM prior to the issuance of the ADSs.
For purposes of the mandatory registration with the Central Bank of Brazil of foreign investments in the Brazilian financial and capital markets, Resolution 4,373 expressly provides that simultaneous foreign exchange transactions (i.e. without effective transfer of funds) shall be required in specific situations, including (i) conversion of credits held by foreign investors in Brazil into foreign investment in Brazilian companies;companies in the financial and capital markets; (ii) transfer of investments made in depositary receipts into foreign direct investments (or investimento externo direto) or investments in the Brazilian financial and capital markets;markets under Annex I of Resolution. 4,373; and (iii) transfer of investments in the Brazilian financial and capital markets under Annex I of Resolution. 4,373 into foreign direct investments.
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In addition, Resolution 4,373 does not allow foreign investors to perform investments outside of organized markets, except as expressly authorized by the CVM through specific regulation.regulation or according to the exceptions provided in CVM Rule 560/15. Pursuant to CVM Rule 560/15, the exceptions for investments outside of organized markets include subscription, stock bonus, initial purchase offers and the exercise of put options due to initial purchase offers, among others.
Foreign investors must be registered with the Brazilian internalInternal Revenue Service (“Receita Federal”) pursuant to the Nominative Instruction 1,470,1,634, dated as of May 30, 2014.6, 2016 and Nominative Instruction 1,548, dated as of February 13, 2015. This registration process is undertaken by the investor’s legal representative in Brazil.
Resolution 4,373 provides that foreign investors may invest in the financial and capital markets in Brazil, including by means of the issuance of depositary receipts in foreign markets in respect of shares of Brazilian issuers.
The right to convert dividend payments and proceeds from the sale of our shares into foreign currency and to remit such amounts outside Brazil is subject to restrictions under foreign investment legislation which generally requires, among other things, that the relevant investment be registered with the Central Bank. Restrictions on the remittance of foreign capital abroad could hinder or prevent the custodian for the shares represented by ADSs, or holders who have exchanged ADSs for shares, from converting dividends, distributions Bank and/or the proceeds from any sale of shares,CVM, as the case may be, intobe. A foreign investor holder of shares may experience delays in obtaining a foreign investor registration, which may delay remittances outside Brazil and adversely affect the amount, in U.S. dollars, and remitting such U.S. dollars abroad. Delays in, or refusal to, grantingreceived by the required government approval for conversions of Brazilian currency payments and remittances abroad could adversely affect holders of ADSs.foreign investor holder.
We have obtained a certificate of registration in the name of The Bank of New York, the depositary. Pursuant to this certificate, the custodian and the depositary are able to convert dividends and other distributions with respect to the shares represented by ADSs into foreign currency and to remit the proceeds outside Brazil. If a holder exchanges ADSs for shares, such holder may continue to rely on the depositary’s certificate of capital registration for only five business days after such exchange. After that, such holder must seek to register its investment directly with the Central Bank. Thereafter, unlessUnless the holder has registered its investment with the Central Bank, such holder may not convert into foreign currency and remit outside Brazil the proceeds from the disposition of, or distributions with respect to, such shares. Such holder generally will be subject to less favorable Brazilian tax treatment than a holder of ADSs.
As from
Since 2005, the National Monetary Council has enacted new regulations allowing, subject to certain procedures and specific regulatory provisions, the purchase and sale of foreign currency and the international transfer ofReais by a person or legal entity, without limitation of the amount involved, provided that the transaction is legal and has economic grounds (as evidenced by documents presented by the Brazilian person or legal entity)entity to the financial institution executing the purchase and sale of foreign currency or the international transfer ofReais).
Under Brazilian law, whenever there is a serious imbalance in Brazil’s balance of payments or reasons to foresee a serious imbalance, the Brazilian government may impose temporary restriction on the remittance of foreign currency abroad and on the conversion of Brazilian currency into foreign currencies. Such restrictions may hinder or prevent the custodian or holders who have exchanged ADSs for underlying shares from converting distributions or the proceeds from any sale of such shares, as the case may be, into U.S. dollars and remitting such U.S. dollars abroad.
| E. | Taxation |
This description does not purport to be a comprehensive description of all of the tax considerations that may be relevant to any particular investor, including tax considerations that arise from rules of general application to all taxpayers or to certain classes of investors or that are generally assumed to be known by investors.
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This summary is based upon tax laws of Brazil and the United States as of the date of this annual report, which are subject to change, possibly with retroactive effect, and to differing interpretations. Investors who hold our shares and ADSs should consult their own tax advisors as to the Brazilian, United StatesU.S. or other tax considerations relating to the ownership and disposition of shares or ADSs, including, in particular, the effect of any non U.S.non-U.S., state or local tax laws.
The tax considerations described below do not take into account the effects of a possible future bilateral income tax treaty between Brazil and the United States. We cannot assure you as to whether or when an income tax treaty will enter into force or how it will affect U.S. Holders (as defined below) of our shares or ADSs.
This summary does not address any tax issues that affect solely the Company, such as deductibility of expenses.
Brazilian Tax Consequences
General. The following discussion summarizes the main Brazilian tax considerations relating to the ownership and disposal of our shares or ADSs, as the case may be, by a holder that is not domiciled in Brazil for purposes of Brazilian taxation and, in the case of shares, has registered its investment in such securities with the Central Bank as a direct investment (in each case, a “Non-Brazilian“Non-Brazilian Holder”). The following discussion does not address all of the Brazilian tax considerations applicable to any particularNon-Brazilian Holder. Therefore, eachNon-Brazilian Holder should consult his or her own tax advisors concerning the Brazilian tax considerations relating to an investment in our shares or ADSs.
Provisory Measure No. 627 enacted on November 11, 2013 that was converted into the Law No. 12,973 enacted on May 13, 2014 established new rules that may potentially impactregarding the withholding tax exemption available on the payment of dividends and interest on capital related to the period from 2009 to 2014. For the purposes of the fiscal year of 2014, the Company was not required to follow the rules settled by Law No. 12,973, but within the fiscal year of 2015 the rules of the Law No. 12,973 were followed and theircapital. The legislation had no material impact, was not material, as foreseen by the tax consultants in the20-F form in the previous year.
Taxation of dividends. Dividends paid by us, including stock dividends and other dividends paid in property, to the depositary in respect of the shares, or to aNon-Brazilian Holder in respect of shares, are currently exempted from withholding tax in Brazil to the extent that the dividends are paid out of profits as of January 1, 1996. Dividends relating to profits generated prior to January 1, 1996 may be subject to Brazilian withholding income tax at varying rates, depending on the year the profits were generated.
Interpretation of the Discussion on the Definition of “Favorable Tax Jurisdiction”.On June 4, 2010, Brazilian tax authorities enacted Normative Instruction 1,037 listing (i) the countries and jurisdictions considered as favorable tax jurisdiction or where local legislation does not allow access to information related to the shareholding composition of legal entities to their ownership or to the identity of the effective beneficiary of the income attributed tonon-residents, or “tax haven” jurisdictions, and (ii) the privileged tax regimes, whose definition is provided by Law No. 11,727, dated as of June 23, 2008. Although we believe that the best interpretation of the current tax legislation could lead to the conclusion that the above mentioned “privileged tax regime” concept should apply solely for purposes of Brazilian transfer pricing, thin capitalization and controlled foreign company rules, we cannot assure you whether subsequent legislation or interpretations by the Brazilian tax authorities regarding the definition of a “privileged tax regime” provided by Law No. 11,727/08 will also apply to aNon-Brazilian Holder on payments potentially made by a Brazilian source.
Moreover, on November 28, 2014, due to the enactment of Ordinance No. 488, the definition of a favorable tax jurisdiction, for the purposes described above, was changed from jurisdictions where there is no income tax, or the income tax applicable rate is inferior to 20%, to jurisdictions where there is no income tax, or the income tax applicable rate is inferior to 17%. Due to this change, (if the listingcountry is aligned with the international standards of Normative Instruction No. 1,037 may soon be updated.fiscal transparency defined by Brazilian legislation).
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We recommend prospective investors consult their own tax advisors from time to time to verify any possible tax consequences arising of Normative Ruling No. 1,037/10 and Law No. 11,727/08. If the Brazilian tax authorities determine that the concept of “privileged tax regime” provided by Law No. 11,727/08 will also apply to aNon-Resident Holder on payments potentially made by a Brazilian source, the withholding income tax applicable to such payments could be assessed at a rate up to 25%.
Payments of interest on capital.Law No. 9,249, dated as of December 26, 1995, permits Brazilian corporations to make distributions to shareholders of interest on capital, or interest attributed to shareholders’ equity.
These distributions may be paid in cash and such payments represent a deductible expense from the payer’s corporate income tax and social contribution tax basis. This interest is limited to the daily pro rata variation of the Federal Government’s long-term interest rate, as determined by the Central Bank from time to time, and cannot exceed the greater of:
Any payment of interest on capital to shareholders (including holders of ADSs in respect of shares) is subject to a withholding income tax at a rate of 15%, or 25% if theNon-Brazilian Holder is domiciled in a “tax haven” jurisdiction (“Tax Haven Holder”). These payments may be included, net of withholding income taxes, as part of any mandatory dividend.
Under the Decree 8,426 of 2014 the payment of interest on capital are also subjected to PIS and COFINS at a rate of 9.25%.
To the extent that payments of interest on capital are included as part of a mandatory dividend, we are required to distribute an additional amount to ensure that the net amount received by shareholders, after payment of the applicable withholding income tax, is at least equal to the mandatory dividend.
Distributions of interest on net equity to foreign holders may be converted into U.S. dollars and remitted outside Brazil, subject to applicable exchange controls, to the extent that the investment is registered with the Central Bank.
We cannot assure you if our Board of Directors will determine that future distributions should be made by means of dividends or interest on capital.
Taxation of gains. According to Law No. 10,833, dated as of December 29, 2003, the gains recognized on a disposal of assets located in Brazil, such as our shares, by aNon-Brazilian Holder, are subject to withholding income tax in Brazil. This rule is applicable regardless of whether the disposal is conducted in Brazil or abroad and/or if the disposal is or is not made to an individual or entity resident or domiciled in Brazil.
As a general rule, capital gains realized as a result of a disposal transaction are the positive difference between the amount realized on the disposal of the shares and the respective acquisition cost.
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Capital gains realized byNon-Brazilian Holders on the disposal of shares sold on the Brazilian stock exchange (which includes the transactions carried out on the organizedover-the-counter market):
Any other gains realized on the disposal of shares that are sold on the Brazilian stock exchange or on the organizedover-the-counter market:
In the cases above, if the gains are related to transactions conducted on the Braziliannon-organizedover-the-counter market with intermediation, the withholding income tax of 0.005% shall also be applicable on the gross proceeds and can be offset against any income tax due on the capital gain.
Any exercise of preemptive rights relating to shares will not be subject to Brazilian income tax. Gains realized by aNon-Brazilian Holder on the disposal of preemptive rights will be subject to Brazilian income tax according to the same rules applicable to disposal of shares.
There can be no assurance that the current favorable tax treatment of Registered Holders will continue in the future.
Furthermore, according to the general rules set forth in Law No. 13,259/2016, any other gains on the disposal of shares (out of the Brazilian stock exchange and qualified under Law No. 4131/62) are subject to income tax at a progressive rate from 15% to 22.5% or 25% if the resident is located in alow-tax jurisdiction or Tax Heaven.
Sale of ADS and shares by U.S.non-Brazilian Holders to othernon-residents in Brazil
Pursuant to Section 26 of Law No. 10,833, published on December 29, 2003, the sale of property located in Brazil involvingnon-resident investors is subject to Brazilian income tax as of February 1, 2004. Our understanding is that ADSs do not qualify as property located in Brazil and, thus, should not be subject to the Brazilian withholding tax. Insofar as the regulatory norm referred to in Section 26 is recent and generic and since, at the present time, no definitive jurisprudence provided by Brazilian Superior Courts has been established with respect to this matter, we are unable to assure the final outcome of such discussion.
Gains on the exchange of ADS for shares
Although there is no clear regulatory guidance, the exchange of ADSs for shares should not be subject to Brazilian income tax.Non-Brazilian Holders may exchange their ADSs for the underlying shares, sell the shares on a Brazilian stock exchange and remit abroad the proceeds of the sale within five business days from the date of exchange (in reliance on the depositary’s electronic registration). For further information, see “Item 10. Additional Information — Taxation — Brazilian Tax Consequences — Taxation of Bonds and Securities Transactions (IOF/Bonds).” Our understanding is that the exchange of ADSs for the underlying shares and sale of shares within the period mentioned above by aNon-Brazilian Holder that (i) is a Registered Holder and (ii) is not a Tax Haven Holder, should not be subject to the withholding income tax.
Upon receipt of the underlying shares in exchange for ADSs,Non-Brazilian Holders may also elect to register with the Central Bank the U.S. dollar value of such shares as a foreign portfolio investment under the rules of the Brazilian Monetary Counsel, which will entitle them to the tax treatment referred above in connection with Registered Holders.
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Alternatively, theNon-Brazilian Holder is also entitled to register with the Central Bank the U.S. dollar value of such shares as a foreign direct investment under Law No. 4,131/62, in which case the respective sale would be subject to the tax treatment ofNon-Brazilian Holders that are not Registered Holders.
Gains on the exchange of shares for ADS
The deposit of shares in exchange for the ADSs may be subject to Brazilian income tax on capital gains if the amount previously registered with the Central Bank as a foreign investment in shares (direct investment registered under Law No. 4,131/62) or, in the case of Registered Holders, the acquisition cost of the shares, as the case may be, is lower than:
The difference between the amount previously registered, or the acquisition cost, as the case may be, and the average price of the shares, calculated as set forth above, is considered a capital gain subject to income tax at a rate of 15%, or 25% for Tax Haven Holders.
Taxation of Foreign Exchange Transactions (IOF/Exchange).IOF/Exchange is imposed on the conversion ofReais into foreign currency and on the conversion of foreign currency intoReais. In the case of the settlement of foreign exchange transactions for the flow of capital into the country, made by foreign investors, for transactions in the financial and capital markets, the applicable rate is 0%. The Brazilian Federal Government is permitted to increase the rate at any time, up to 25%. However, any increase in rates only applies to future transactions.
Taxation of Bonds and Securities Transactions: (IOF/Bonds).. Law No. 8,894, dated as of June 21, 1994, created the IOF/Bonds, which may be imposed on any transaction involving bonds and securities, even if the transaction includes Brazilian stock, futures or commodities exchange. The Federal Supreme Court of Brazil recently decided that the transfer of shares shall be taxed1taxed by IOF/Bonds. The current rate of IOF/Bonds with respect to transactions of shares is 0%. Regarding the ADSs, under the Decree No. 8,165, from December 23, 2013 which amended the Decree No. 6,306, from December 14, 2007, the IOF/Bonds rate applicable to the transfer of shares listed on the Brazilian stock exchange, with the specific purpose of guaranteeing the issuance of depositary receipts in the foreign market, is currently 0%. The Brazilian government may increase the rate up to 1.5% per day during the terms of the securities, but only with respect to future transactions relating to shares or ADSs.
Other Brazilian TaxesTaxes.. Some Brazilian states impose gift and inheritance tax on gifts or bequests made by individuals or entities not domiciled or residing in Brazil to individuals or entities domiciled or residing within such states. There are no Brazilian stamp, issue, registration, or similar taxes or duties payable by holders of shares or ADSs.
U.S. Federal Income Tax Considerations
The following is a discussion of U.S. federal income tax considerations relating to the ownership and disposition of our shares or ADSs, but it does not purport to be a comprehensive description of all the tax considerations that may be relevant to U.S. Holders (as defined below) of our shares or ADSs. The discussion applies only to a U.S. Holder (as defined below) that holds our shares or ADSs as capital assets (generally, for investment purposes) for U.S. federal income tax purposes and does not address all the U.S. federal income tax considerations that may be relevant to a holder in light of its particular circumstances or to holders subject to special rules, such as dealers and traders in securities or currencies, financial institutions, insurance companies,tax-exempt entities, real estate investment trusts, regulated investment companies, persons that own, or have owned directly, indirectly or constructively, 10% or more of our voting shares for U.S. federal income tax purposes, persons holding our shares or ADSs as part of a hedging transaction, wash sale, straddle, conversion transaction or other integrated transaction for U.S. federal income tax purposes, persons entering into a “constructive sale” with respect to our shares or ADSs for U.S. federal income tax purposes, persons that have a functional currency for U.S. federal income tax purposes other than the U.S. dollar, persons liable for the alternative minimum tax, certain former citizens or long-term residents of the United States, persons who acquired our shares or ADSs pursuant to the exercise of any employee stock option or otherwise as compensation, or entities or arrangements classified as partnerships for U.S. federal income tax purposes and their partners.
compensation.
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Moreover, this discussion does not address the U.S. federal estate and gift tax, Medicare contribution or alternative minimum tax considerations relating to the acquisition, ownership or disposition of our shares or ADSs. U.S. Holders should consult their own tax advisors with respect to the U.S. federal, state, local andnon-U.S. tax considerations relating to the acquisition, ownership and disposition of our shares or ADSs.
This discussion is based on the Internal Revenue Code, of 1986, as amended (the “Code”), administrative pronouncements, judicial decisions and final, temporary and proposed U.S. Treasury regulations, in each case as in effect and available on the date hereof. All of the foregoing are subject to change (possibly on a retroactive basis), or differing interpretations, which could affect the U.S. federal income tax considerations described herein. There can be no assurance that the IRS or a court will not take a contrary position with respect to any U.S. federal income tax considerations described below. In addition, this discussion assumes that each obligation provided for in or otherwise contemplated by the Deposit Agreement and any other related document will be performed in accordance with its terms.
For purposes of this discussion, a “U.S. Holder” is a beneficial owner of our shares or ADSs that is for U.S. federal income tax purposes (i) a citizen or individual resident of the United States, (ii) a corporation, or other entity taxable as a corporation, created or organized under the laws of the United States or any political subdivision thereof, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust, (1) if such trust has validly elected to be treated as a U.S. person for U.S. federal income tax purposes, or (2) if (1) a court within the United States is able to exercise primary supervision over its administration and (2) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.
If a partnership, or any other entity or arrangement treated as a partnership for U.S. federal tax income tax purposes, holds shares or ADSs, the U.S. federal income tax treatment of a partner in such partnership will generally will depend on the status of the partner and on the activities of the partnership. Partnerships holding our shares or ADSs and partners in such partnerships should consult their own tax advisors as to the particular U.S. federal income tax consequences of acquiring, owning and disposing of theour shares or ADSs.
U.S. Holders should consult their own tax advisors with regard to the application of the U.S. federal income tax laws to their particular situations as well as any tax consequences arising under the laws of any non-U.S., state and local tax jurisdiction.
Ownership of ADSs in general
In general, U.S. Holders of ADSs will be treated for U.S. federal income tax purposes as owners of the shares underlying the ADSs. Accordingly, no gain or loss will be recognized if a U.S. Holder exchanges ADSs for the underlying shares represented by those ADSs or exchanges the underlying shares represented by those ADSs for ADSs.
Taxation of distributions
Subject to the discussion below under “— Passive foreign investment company”, the gross amount of any distributions made to a U.S. Holder on our shares or ADSs, before reduction for any Brazilian taxes, including withholding taxes attributable to interest on equity, will be includable as ordinary dividend income on the day on which the dividends are actually or constructively received by a U.S. Holder to the extent paid out of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. A distribution in excess of our current andor accumulated earnings and profits will be treated as anon-taxable return of capital to the extent of the U.S. Holder’s adjusted basis in theour shares or ADSs and as a capital gain to the extent it exceeds the U.S. Holder’s basis. We do not maintain calculations of our earnings and profits under U.S. federal income tax principles. Therefore, U.S. Holders should expect that distributions by us will generally will be treated as dividends to U.S. Holders for U.S. federal income tax purposes.
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SubjectAnon-corporate U.S. Holder will be subject to tax at the lower capital gain tax rate applicable limitations, dividendsto “qualified dividend income”, provided that certain conditions are satisfied, including that (1) our shares or ADSs, as applicable, are readily tradable on an established securities market in the United States, (2) we are neither a PFIC nor treated as such with respect to a U.S. Holder (as discussed below) for the taxable year in which the dividend was paid toand the preceding taxable year, and (3) certain non-corporate U.S. Holdersholding period requirements are met. Although no assurance may be eligiblegiven, we believe that our ADSs are readily tradable on the New York Stock Exchange, which is an established securities market in the United States. There can be no assurance, however, that our ADSs will be considered readily tradable on an established securities market in the United States in later years. Because we do not expect that our shares will be listed on an established securities market in the United States, we do not expect that dividends we pay on our shares will meet the conditions required for the preferentialreduced tax rate currently applicable to certain “qualified dividend income” received by individuals, and dividends paid to corporate U.S. Holders will not be eligible for the dividends-received-deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations.rate.
Dividends paid to U.S. Holders inReais will be includable in income in a U.S. dollar amount based on the exchange rate in effect on the date of actual or constructive receipt whether or not converted into U.S. dollars at that time. If dividends received inReais are converted into U.S. dollars on the day they are actually or constructively received, the U.S. Holder will generally will not be required to recognize foreign currency gain or loss in respect of the dividend income. Assuming the payment is not converted at that time, the U.S. Holder will have a tax basis inReais equal to that U.S. dollar amount, which will be used to measure gain or loss from subsequent changes in exchange rates. Any gain or loss that a U.S. Holder recognizes on a subsequent conversion ofReais into U.S. dollars (or other disposition) will generally will be U.S. source ordinary income or loss for U.S. foreign tax credit purposes.
Dividends on our shares or ADSs received by a U.S. Holder will generally will be treated as foreign source income and will generally constitute passive category income for U.S. foreign tax credit purposes. Subject to certain conditions and limitations under U.S. federal income tax law concerning credits or deductions fornon-U.S. taxes and certain exceptions for short-term and hedged positions, a Brazilian withholding tax imposed on dividends would be treated as a foreign income tax eligible for credit against a U.S. Holder’s U.S. federal income tax liability (or at a U.S. Holder’s election may be deducted in computing taxable income if the U.S. Holder has elected to deduct all foreign income taxes for the taxable year). The limitation on foreign income taxes eligible for the U.S. foreign tax credit is calculated separately with respect to specific “baskets” of income. The rules with respect to foreign tax credits are complex and U.S. Holders should consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
Taxation of sale, exchange or other disposition of shares or ADSs
Subject to the discussion below under “— Passive foreign investment company”, a U.S. Holder will generally will recognize gain or loss on the sale, exchange or other disposition of a share or ADS in an amount equal to the difference between the amount realized (including the gross amount of the proceeds before the reduction of any Brazilian tax) on such sale, exchange or other disposition and the U.S. Holder’s adjusted tax basis in thesuch share or ADS. Subject to the discussion below under “— Passive foreign investment company”, gain or loss on the sale, exchange or other disposition of a share or ADS will be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder held thesuch share or ADS for more than one year. Gain or loss recognized by a U.S. Holder will generally will be treated as U.S. source gain or loss for U.S. foreign tax credit purposes, as the case may be. An individual U.S. Holder may be entitled to preferential rates of taxation for net long-term capital gains; however, the deductibility of capital losses is subject to limitations under the Code.
A U.S. Holder’s initial tax basis of our shares or ADSs will be the U.S. dollar value of the purchase price determined on the date of purchase. If theour shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. Holder (or, if it elects, an accrual basis U.S. Holder) will determine the U.S. dollar value of the cost of such shares or ADSs by translating the amount paid at the spot rate of exchange on the settlement date of the purchase. The conversion of U.S. dollars toReais and the immediate use of that currency to purchase shares or ADSs will generally will not result in taxable gain or loss for a U.S. Holder.
A U.S. Holder that receivesReais upon a sale, exchange or other disposition of our shares or ADSs will realize an amount equal to the U.S. dollar value of theReais on the date of sale, exchange, or other disposition. If theour shares or ADSs are treated as traded on an “established securities market,” a cash basis U.S. Holder (or, if it elects, an accrual basis U.S. Holder) will determine the U.S. dollar value of the amount realized by translating the amount received at the spot rate of exchange on the settlement date of the sale.sale, exchange or other disposition. A U.S. Holder will have a tax basis in theReais received equal to that U.S. dollar amount. Any gain or loss realized by a U.S. Holder on a subsequent conversion ofReais into U.S. dollars (or other disposition) will generally will be U.S. source ordinary income or loss for U.S. foreign tax credit purposes.
If any gain from the sale, exchange or exchangeother disposition of our shares or ADSs is subject to Brazilian tax, U.S. Holders may not be able to credit such taxes against their U.S. federal income tax liability under the U.S. foreign tax credit limitations of the Code since such gain will generally would be U.S. source income, unless such tax can be credited (subject to applicable limitations) against tax due on other income treated as derived from foreign sources. Alternatively, the U.S. Holder may take a deduction for the Brazilian income tax if such holder does not take a credit for any foreign income tax during the taxable year. The rules with respect to foreign tax credits are complex and U.S. Holders should consult their own tax advisors regarding the availability of the foreign tax credit under their particular circumstances.
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Passive foreign investment company
In general, certain adverse consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which the U.S. Holder holds our shares or ADSs. Anon-U.S. corporation will be classified as a PFIC for U.S. federal income tax purposes in any taxable year in which, after applying certain look-through rules, either (i) at least 75 percent of its gross income consists of passive income,“passive income”, such as dividends, interest, rents, royalties and certain gains, or (ii) at least 50 percent of the average quarterly value of its gross assets is attributable to assets that produce passive income or are held for the production of passive income.
We must make a separate determination each year as to whether we are a PFIC. Based on a review of our gross income and assets, the manner in which we currently operate our business, the current market price of our shares, and the current interpretation of the PFIC provisions in the Code, we believe that we were not a PFIC for U.S. federal income tax purposes for the 20142017 taxable year. However, the determination as to whether we will beare a PFIC for any taxable year is based on the application of complex U.S. federal income tax rules, which are subject to differing interpretations, depends upon the composition of a company’s income and assets and the market value of its assets from time to time, and is not made until after the end of a taxable year. Consequently, there can be no assurance that we will not be considered a PFIC for the current taxable year or any subsequent taxable year.
If we wereare a PFIC for any taxable year during which a U.S. Holder heldholds our shares or ADSs, a U.S. Holder of our shares or ADSs may be subject to imputed interest charges and other generally adverse tax consequences with respect to any gain from the sale, exchange or other taxable disposition of, and certain excess distributions“excess distributions” with respect to, theour shares or ADSs. Distributions received in a taxable year that are greater than 125 percent of the average annual distributions received during the shorter of (i) the three preceding taxable years or (ii) a U.S. Holder’s holding period for the shares or ADSs will be treated as excess distributions.“excess distributions”. Under these special tax rules: (i) the(A) any excess distributiondistributions or gain will be allocated ratably to each day in the U.S. Holder’s holding period for the shares or ADSs, (ii)(B) the amount allocated to the taxable year of disposition, and any taxable year prior to the first taxable year in which we are a PFIC, will be treated as ordinary income, and (iii)(C) the amount allocated to each other taxable yearyears that we were a PFIC will be subject to tax at the highest tax rate applicable to ordinary income in effect for such taxpayer for each such earlier taxable year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
If we wereare a PFIC infor any taxable year and provided certain requirements were met,during which a U.S. Holder mightholds our shares or ADSs and any of ournon-U.S. subsidiaries is also a PFIC, such U.S. Holder would be abletreated as owning a proportionate amount (by value) of the shares of the lower-tier PFIC and would be subject to makethe rules described above on certain distributions by such lower-tier PFIC and a mark-to-market electiondisposition of shares of such lower-tier PFIC even though such U.S. Holder would generally not receive the proceeds of those distributions or dispositions. U.S. Holders should consult their tax advisors regarding the application of the PFIC rules to any of our subsidiaries.
If a company that could alleviateis a PFIC provides certain of theinformation to U.S, Holders, a U.S. Holder can then avoid certain adverse tax consequences described above. Aabove by making a “qualified electing fund” election to be taxed currently on its proportionate share of the PFIC’s ordinary income and net capital gains. However, a qualified electing fund election wouldwill not be available to U.S. Holders because we do not intend to provide the necessary information to allow U.S. Holders to make such an election for any tax year in which we wereare a PFIC.
Alternatively, a U.S. Holder of “marketable stock” in a PFIC may make amark-to-market election with respect to such stock. Marketable stock is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange (such as the New York Stock Exchange) or other market as defined in applicable U.S. Treasury regulations. We believe that our shares and ADSs qualify as being regularly traded on a qualified exchange, but no assurances may be given in this regard. If a U.S. Holder makes this election, such holder will generally (i) include as income for each taxable year the excess, if any, of the fair market value of our shares or ADSs held at the end of the taxable year over the adjusted tax basis of such shares or ADSs and (ii) deduct as a loss the excess, if any, of the adjusted tax basis of our shares or ADSs over the fair market value of such shares or ADSs held at the end of the taxable year, but only to the extent of the amount previously included in income as a result of themark-to-market election. The U.S. Holder’s adjusted tax basis in our shares or ADSs would be adjusted to reflect any income or loss resulting from themark-to-market election. If a U.S. Holder makes amark-to-market election in respect of a corporation classified as a PFIC and such corporation ceases to be classified as a PFIC, such holder will not be required to take into account the gain or loss described above during any period that such corporation is not classified as a PFIC.
Because amark-to-market election cannot be made for any lower-tier PFICs that we may own, a U.S. Holder may continue to be subject to the PFIC rules with respect to such holder’s indirect interest in any investments held by us that are treated as an equity interest in a PFIC for U.S. federal income tax purposes.
U.S. Holders should consult their own tax advisors regarding the tax consequences that would arise if we were treated as a PFIC for U.S. federal income tax purposes, any applicable information reporting requirements, andincluding the possibility of making amark-to-market election in order to alleviate certain of these tax consequences. election.
Foreign tax credit for Brazilian taxes
Any Brazilian IOF/Exchange Tax imposed on a purchase of our shares or ADSs or IOF/Bonds Tax imposed on a transaction (as discussed above under “Brazilian Tax Consequences”) will not be treated as a creditable foreign tax for U.S. federal income tax purposes. U.S. Holders should consult their own tax advisors regarding the tax consequences of these Brazilian taxes.
InformationCertain reporting and backup withholding requirementrequirements
Payment of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and to backup withholding unless (1) the holder is a corporation or other tax exempt recipient or (2) in the case of backup withholding, the holder provides a correct taxpayer identification number and certifies that such holder is not subject to backup withholding.
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Backup withholding is not an additional tax. A holder may be entitled to a refund or credit of any amounts withheld under the backup withholding rules against its U.S. federal income tax liability, provided the required information is furnished to the Internal Revenue Service (“IRS”) in a timely manner.
In addition, certainCertain U.S. Holders are required to report to the IRS information relating to an interest in theour shares or ADSs, subject to exceptions (including an exception for shares or ADSs held in accounts maintained by certain financial institutions), by attaching a complete IRS Form 8938, Statement of Specified Foreign Financial Assets, with its tax return for each year in which it held an interest in theour shares or ADSs. If a U.S. Holder holds our shares or ADSs in any year in which we are treated as a PFIC with respect to such U.S. Holder, the U.S. Holder will be required to file IRS Form 8621 U.S. Holders are urged toshould consult their own tax advisors regarding the effect, if any,application of thisthe U.S. information reporting requirement onrules to their acquisition, ownership and disposition of the shares orparticular circumstances.
THE PRECEDING DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS INTENDED FOR GENERAL INFORMATION ONLY AND DOES NOT CONSTITUTE TAX ADVICE. U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS AS TO THE U.S. FEDERAL, STATE, LOCAL ANDNON-U.S. TAX CONSEQUENCES TO THEM OF AN INVESTMENT IN OUR SHARES OR ADSs.
| F. | Dividends and Paying Agents |
Not applicable.
| G. | Statement by Experts |
Not applicable.
| H. | Documents on Display |
Statements contained in this annual report as to the contents of any contract or other document referred to are not necessarily complete, and each of these statements is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit hereto. A copy of the complete annual report including the exhibits and schedules filed herewith may be inspected without charge at the public reference facilities maintained by the SEC at, 100 F Street, N.E., Washington, D.C. 20549. Such reports and other information may also be inspected at the offices of NYSE, 11 Wall Street, New York, New York 10005, on which ADSs are listed. In addition, the SEC maintains a website that contains information filed electronically with the SEC, which can be accessed over the Internet at http://www.sec.gov.
We are subject to the information and periodic reporting requirements of the Securities Exchange Act of 1934 as amended, and, in accordance therewith, file periodic reports and other information with the SEC. However, as a foreign private issuer, we are exempt from the rules under the Exchange Act relating to the furnishing and content of proxy statements and relating to short-swing profits reporting and liability.
We furnish to The Bank of New York, as depositary, copies of all reports we are required to file with the SEC under the Exchange Act, including our annual reports in English, containing a brief description of our operations and our audited annual consolidated financial statements which are prepared in accordance with IFRS. In addition, we are required under the Deposit Agreement to furnish the depositary with copies of English translations to the extent required under the rules of the SEC of all notices of meetings of holders of preferred shares and other reports and communications that are generally made available to holders of common shares. Under certain circumstances, the depositary will arrange for the mailing, at our expense, of these notices, other reports and communications to all ADS holders.
We also file financial statements and other periodic reports with the CVM located as Sete de Setembro Street, 111, Rio de Janeiro, Brazil,20050-901. In addition, the CVM maintains a website that contains information in Portuguese filed electronically with the CVM, which can be accessed over the internet at http:// www.cvm.gov.br.
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| I. | Subsidiary Information |
Not applicable.
| ITEM 11. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The main risks to which the company is exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by Ultrapar’s management model. Economic/financial risks primarily reflect default of customers credit quality, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the company and by their counterparties. These risks are managed through control policies, specific strategies, and establishment of limits.
The Company has a conservative policy for the management of resources, financial instruments and risks approved by its Board of Directors (the “Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of business, including expansions. The main financial risks considered in the Policy are risks associated with currencies, interest rates, credit and selection of financial instruments. Governance of the management of financial risks and financial instruments follows the segregation of duties below:
| • | Implementation of the management of financial assets, instruments and risks is the responsibility of the financial area, through its treasury department, with the assistance of the tax and accounting departments; |
| • | Supervision and monitoring of compliance with the principles, guidelines and standards of the Policy is the responsibility of the Risk and Investment Committee composed of members of the company’s executive board (“Committee”). The Committee holds regular meetings and is in charge, among other responsibilities, of discussing and monitoring the financial strategies, existing exposures, and significant transactions involving investment, fundraising, or risk mitigation. The Committee monitors the risk standards established by the Policy through a monitoring map on a monthly basis; |
| • | Changes in the Policy, orrevisions of its standards are subject to the approval of Board of Directors of Ultrapar; |
| • | Continuous enhancement of the Policy is the joint responsibility of the Board of Directors, the Committee, and the financial area; and |
| • | The internal audit departmentaudits the compliance with the requirements of the Policy. |
Currency risk
Most business operations of Ultrapar are located in Brazil and, therefore, the reference currency for risk management is theReal. Currency risk management is guided by neutrality of currency exposures and considers the transactional, accounting, and operational risks of Ultrapar and its exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency and the short-term flow of net sales in foreign currency of Oxiteno.
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The Company uses exchange rate hedging instruments (especially between theReal and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts and disbursements in foreign currency and net investments in foreign operations. Therefore, hedge is used in order to reduce the effects of changes in exchange rates on the Company’s income and cash flows inReais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts and disbursements in foreign currency to which they are related. Assets and liabilities in foreign currencies are stated below, translated intoReais as of December 31, 20152017 and 2014:2016:
Assets and liabilities in foreign currency
In millions ofReais | 2015 | 2014 | 2017 | 2016 | ||||||||||||
Assets in foreign currency | ||||||||||||||||
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) | 147.8 | 594.9 | 236.4 | 423.9 | ||||||||||||
Foreign trade receivables, net of allowance for doubtful accounts | 188.8 | 190.3 | ||||||||||||||
Foreign trade receivables, net of allowance for doubtful accounts and advances to foreign customers | 214.9 | 323.4 | ||||||||||||||
Net investments in foreign subsidiaries (except cash, cash equivalents, financial investments, trade receivables, financing and payables) | 611.4 | 507.3 | 930.0 | 600.9 | ||||||||||||
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| 948.0 | 1,292.5 | 1,381.3 | 1,348.2 | |||||||||||||
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Liabilities in foreign currency | ||||||||||||||||
Financing in foreign currency | (2,630.3 | ) | (1,867.2 | ) | ||||||||||||
Financing in foreign currency gross of transaction costs and negative goodwill | (4,416.2 | ) | (4,736.3 | ) | ||||||||||||
Payables arising from imports, net of advances to foreign suppliers | (64.4 | ) | (70.6 | ) | (173.1 | ) | (57.1 | ) | ||||||||
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| (2,694.7 | ) | (1,937.8 | ) | (4,589.3) | (4,793.4) | |||||||||||
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Foreign currency hedging instruments | 2,667.2 | 783.3 | 1,777.6 | 2,206.4 | ||||||||||||
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Net asset position — Total | 920.5 | 138.0 | ||||||||||||||
Net asset (liability) position – Total | (1,430.4 | ) | (1,238.8 | ) | ||||||||||||
Net asset (liability) position – Income statement effect | (26.1 | ) | 24.8 | |||||||||||||
Net asset (liability) position – Shareholders’ equity effect | (1,404.3 | ) | (1,263.6 | ) | ||||||||||||
Sensitivity analysis of assets and liabilities in foreign currency
The table below shows the effect of exchange rate changes on different scenarios, based on the net assetliability position of R$920.51,430.4 million in foreign currency.
In millions of BrazilianReais | Scenario I | Scenario II | Scenario III | Scenario I | Scenario II | Scenario III | ||||||||||||||||||||||
| Risk | 10% | 25% | 50% | Risk | 10% | 25% | 50% | |||||||||||||||||||||
(1) Income statement effect | Real devaluation | (7.7 | ) | (19.4 | ) | (38.7 | ) | Real devaluation | (2.6 | ) | (6.5 | ) | (13.0 | ) | ||||||||||||||
(2) Shareholders’ equity effect | 99.8 | 249.5 | 499.0 | (140.4 | ) | (351.1 | ) | (702.2 | ) | |||||||||||||||||||
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(1) + (2) | Net effect | 92.1 | 230.1 | 460.3 | Net effect | (143.0 | ) | (357.6 | ) | (715.2 | ) | |||||||||||||||||
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(3) Income statement effect | Real appreciation | 7.7 | 19.4 | 38.7 | Real appreciation | 2.6 | 6.5 | 13.0 | ||||||||||||||||||||
(4) Shareholders’ equity effect | (99.8 | ) | (249.5 | ) | (499.0 | ) | 140.4 | 351.1 | 702.2 | |||||||||||||||||||
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(3) + (4) | Net effect | (92.1 | ) | (230.1 | ) | (460.3 | ) | Net effect | 143.0 | 357.6 | 715.2 | |||||||||||||||||
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Gains (losses) directly recognized inThe shareholders’ equity ineffect refers to cumulative translation adjustments are due toof changes in the exchange rate on equity of foreign subsidiaries. See Note 30subsidiaries (see Notes 2.r and 23.g—Cumulative Translation Adjustments to our consolidated financial statements.statements), net investments hedge in foreign entities, cash flow hedge of firm commitment and highly probable transaction (see Note 2.c and Hedge Accounting to our consolidated financial statements).
Sensitivity analysis of currency derivative instruments
The Company uses derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments, the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.
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For the sensitivity analysis of foreign exchange hedging instruments, management adopted as a likely scenario theReal/U.S. dollar exchange rates at maturity of each swap, projected by U.S. dollar futures contracts quoted on BM&FBOVESPAB3 as of December 31, 2015.28, 2017. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$5.495.83 in the likely scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of theRealagainst the likely scenario, according to the risk to which the hedged item is exposed.
Based on the balances of the hedging instruments and hedged items as of December 31, 2015,29, 2017, the exchange rates were replaced, and the changes between the new balance inReaisand the balance inReais as of December 31, 201529, 2017 were calculated in each of the three scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:
| Risk | Scenario I (Likely) | Scenario II | Scenario III | Risk | Scenario I (Likely) | Scenario II | Scenario III | |||||||||||||||||||||||
| (In millions ofReais) | (In millions ofReais) | |||||||||||||||||||||||||||||
Currency swaps receivable in U.S. dollars | ||||||||||||||||||||||||||||||
(1) U.S. dollar /Real swaps | Dollar appreciation | 578.4 | 1,392.8 | 2,207.1 | Dollar appreciation | 198.1 | 690.4 | 1,182.7 | ||||||||||||||||||||||
(2) Debts/firm commitments in dollars | (578.4 | ) | (1,392.8 | ) | (2,207.1 | ) | ||||||||||||||||||||||||
(2) Debts/firm commitments in U.S. dollars | (198.1 | ) | (690.4 | ) | (1,182.7 | ) | ||||||||||||||||||||||||
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(1)+(2) | Net Effect | 0.0 | 0.0 | 0.0 | Net Effect | 0.0 | 0.0 | 0.0 | ||||||||||||||||||||||
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(3)Real / U.S. Dollar swaps | Dollar devaluation | (0.7 | ) | 7.2 | 15.1 | |||||||||||||||||||||||||
(3)Real/ U.S. dollar swaps | Dollar devaluation | (0.1 | ) | 7.5 | 15.1 | |||||||||||||||||||||||||
(4) Gross margin of Oxiteno | 0.7 | (7.2 | ) | (15.1 | ) | 0.1 | (7.5 | ) | (15.1 | ) | ||||||||||||||||||||
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(3)+(4) | Net Effect | 0.0 | 0.0 | 0.0 | Net Effect | — | — | — | ||||||||||||||||||||||
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For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais, the Company used the futures curve of the DI x Pre contract quoted on B3 as of December 28, 2017 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenariopre-fixed interest rate.
Based on the three scenarios of interest rates in BrazilianReais, we estimated the values of our debt and hedging instruments according to the risk which is being hedged (variations in thepre-fixed interest rates in BrazilianReais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The result is shown in the table below:
| Risk | Scenario I (Likely) | Scenario II | Scenario III | |||||||||||||
| (In millions ofReais) | ||||||||||||||||
Interest rate swap (in Brazilian Reais) – Debentures –CRA | ||||||||||||||||
(1) Fixed rate swap—CDI | Decrease in Pre-fixed rate | 13.7 | 95.3 | 192.2 | ||||||||||||
(2) Fixed rate debt | (13.7 | ) | (95.3 | ) | (192.2 | ) | ||||||||||
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Interest Rate Risk
Ultrapar adopts prudent policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of Ultrapar are primarily held in transactions linked to the CDI. Our borrowings primarily relate to financings from Banco do Brasil S.A., BNDES and other development agencies, debentures, notes in the foreign credit markets and other borrowings in foreign currency. Ultrapar does not actively manage risks associated with changes in the level of interest rates and attempts to maintain its financial interest assets and liabilities at floating rates. As of December 31, 2015, the Company had interest rate derivative financial instruments linked to domestic loans, swapping the fixed interest rate of certain debts to floating interest rate (CDI). See Notes 4, 14 and 3031 to our consolidated financial statements.
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The table below provides information as of December 31, 20152017 about our debt obligations in foreign currency and inReais that are subject to variable and fixed rates of interest. The table summarizes information on instruments and transactions that are sensitive to foreign currency exchange rates and interest rates:
| Principal by year of maturity(1) | Weighted average interest rate | Principal by year of maturity(1) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Weighted average interest rate | Fair value | Book value | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 and thereafter | Fair value | Book value | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 and thereafter | |||||||||||||||||||||||||||||||||||||||||||||||||||||
| (in millions ofReais) | (in millions ofReais) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
R$ borrowings | 6.2% | 190.7 | 205.8 | 78.6 | 44.0 | 35.4 | 23.5 | 13.6 | 10.7 | 5.9% | 88.2 | 90.0 | 37.8 | 25.6 | 15.7 | 11.0 | 0.0 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the CDI | 106.1% of the CDI | 5,391.9 | 5,520.9 | 431.2 | 2,009.3 | 2,019.1 | 1,061.3 | — | — | | 104.6% of the CDI |
| 7,983.8 | 7,987.3 | 2,105.7 | 1,668.1 | 495.1 | 1,245.5 | 2,472.8 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the TJLP | 2.5% | 394.8 | 420.8 | 154.5 | 114.0 | 72.1 | 59.9 | 16.2 | 4.0 | 2.5% | 301.6 | 301.9 | 155.3 | 82.0 | 37.1 | 13.6 | 10.0 | 3.9 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
U.S. dollar borrowings | 2.1% | 1,015.1 | 1,016.1 | 350.2 | 353.5 | 309.8 | 2.4 | 0.2 | — | 4.8% | 2,924.9 | 2,895.0 | 397.5 | (3.4 | ) | (5.6 | ) | (6.1 | ) | 59.9 | 2,452.7 | |||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the LIBOR | 1.0% | 1,585.3 | 1,587.1 | 19.5 | 864.3 | 703.2 | — | — | — | 1.5% | 1,416.9 | 1,418.5 | 557.2 | 32.3 | 330.4 | 32.8 | 465.7 | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the IGP-M | 5.6% | 45.5 | 45.5 | 2.1 | 2.1 | 2.2 | 2.3 | 2.4 | 34.5 | 5.6% | 48.5 | 48.5 | 2.7 | 2.7 | 2.8 | 3.0 | 3.2 | 34.2 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the SELIC | 2.2% | 30.4 | 30.9 | 4.4 | 6.4 | 6.5 | 6.5 | 6.1 | 1.0 | 2.8% | 100.4 | 100.3 | 52.0 | 21.4 | 20.7 | 4.3 | 1.7 | 0.1 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the MX$ | 8.5% | 27.0 | 27.0 | 27.0 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the MX$+ TIIE | 1.0% | 27.1 | 27.1 | 27.1 | — | — | — | — | — | 1.5% | 3.4 | 3.4 | 3.4 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Borrowings indexed to the Bs | 24.0% | 0.6 | 0.6 | 0.6 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Borrowings indexed to the IPCA | 4.6% | 554.4 | 554.4 | 10.3 | (1.7 | ) | (1.7 | ) | (1.7 | ) | (1.7 | ) | 550.9 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subtotal | 8,680.8 | 8,854.2 | 1,067.7 | 3,393.6 | 3,148.3 | 1,155.8 | 38.6 | 50.2 | 13,449.7 | 13,426.8 | 3,349.5 | 1,826.9 | 894.6 | 1,302.5 | 3,011.6 | 3,041.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Unrealized losses on swaps transactions | 47.4 | 47.4 | 30.1 | — | 17.3 | — | — | — | 163.7 | 163.7 | 154.2 | — | — | — | 4.8 | 4.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total | 8,728.2 | 8,901.6 | 1,097.9 | 3,393.6 | 3,165.6 | 1,155.8 | 38.6 | 50.2 | 13,613.5 | 13,590.6 | 3,503.7 | 1,826.9 | 894.6 | 1,302.5 | 3,016.4 | 3,046.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| (1) | Figures include interest accrued through December 31, |
For sensitivity analysis of hedging instruments for interest rates inReais, the Company used the futures curve of DI x Pre contract on BM&FBOVESPA as of December 30, 2015 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenario pre-fixed interest rate.
Based on the three scenarios of interest rates inReais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in the pre-fixed interest rates inReais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The results are shown in the table below:
| Risk | Scenario I (likely) | Scenario II | Scenario III | |||||||||||
| (In millions ofReais) | ||||||||||||||
Interest rate swap (in R$) | ||||||||||||||
(1) Fixed rate swap – CDI | Decrease in Pre- fixed rate | — | 0.2 | 0.6 | ||||||||||
(2) Fixed rate financing | — | (0.2 | ) | (0.6 | ) | |||||||||
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(1)+(2) | Net effect | — | (0.0 | ) | (0.0 | ) | ||||||||
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See Notes 4, 14 and 30 to our consolidated financial statements for a discussion of the accounting policies for derivative instruments and information with respect to financial instruments.
Credit risk
The financial instruments that would expose the Company to credit risks of the counterparty are basically represented by cash and cash equivalents, financial investments, hedging instruments and trade receivables.
Customer credit risk —– Such risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and customers credit risks are additionallyalso mitigated by diversification of sales. As of December 31, 2015,2017, the allowance for doubtful accounts on their trade receivables recorded for Ipiranga, Ultragaz, Extrafarma, Oxiteno and Ultracargo were R$151.9238.7 million, R$28.139.0 million, R$5.44.9 million, R$12.410.8 million and R$3.02.2 million, respectively. In addition, as of December 31, 2015,2017, no single customer or group accounts for more than 10% of total revenue.
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Credit risk of financial institutions —– Such risk results from the inability of financial institutions to comply with their financial obligations to the Company due to insolvency. The Company regularly conducts a credit review of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volumes of cash and cash equivalents, financial investments, and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterparties.
Government credit risk —– The Company’s Policy allows investments in government securities from countries classified as investment grade AAA or Aaa by specialized credit rating agencies and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.
Liquidity risk
The Company main sources of liquidity derive from (i) cash, cash equivalents and financial investments, (ii) cash generated from operations and (iii) financing. The Company believes that these sources are sufficient to satisfy its current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt and payment of dividends.
The Company periodically examines opportunities for acquisitions and investments. The Company considers different types of investments, either directly, through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases or through a combination of these methods.
The Company believes it has sufficient working capital to satisfy its current needs. The gross indebtedness due over the next twelve months totals R$1,515.73,809.9 million, including estimated interests on loans. Furthermore, the investment plan for 20162017 totals R$1,809.42,676.5 million. In 2015,2017, the Company had R$3,506.26,285.5 million in cash, cash equivalents and short-term financial investments (for quantitative information, see Notes 4 and 14)14 to our consolidated financial statements).
For further information on financial liabilities as of December 31, 2015,2017, see Note 3031 to our consolidated financial statements.
Capital management
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, and the net debt/EBITDA, interest coverage and indebtedness/equity ratios. Net debt is composed of cash, cash equivalents and financial investments (see Note 4 to our consolidated financial statements) and loans, including debentures (see Note 14 to our consolidated financial statements). The Company can change its capital structure depending on economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Selection and use of financial instruments
In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company are intended to preserve value and liquidity.
The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections, and are subject to risk management. In accordance with the Policy, the Company can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company useuses the term “hedging instruments” to refer to derivative financial instruments.
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As mentioned in the section “Risk Management and Financial Instruments – Governance”, the Committee monitors compliance with the risk standards established by the Policy through a risk map, including the use of hedging instruments, on a monthly basis. In addition, the internal audit department verifies the compliance with the requirements of the Policy.
The table below summarizes the position of hedging instruments entered by the Company:
Hedging instruments | Counterparty | Maturity | Notional amount(1) | Fair value | Amounts receivable | Amounts payable | Maturity | Notional amount(1) | Fair value | Amounts receivable | Amounts payable | |||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2015 | 2014 | 2015 | 2017 | 2016 | 2017 | 2016 | 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||
| R$ million | R$ million | R$ million | R$ million | R$ million | R$ million | R$ million | R$ million | |||||||||||||||||||||||||||||||||||||||||||||||||||
a –Exchange rate swaps receivable in U.S. dollars | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in U.S. dollars (LIBOR) | Bradesco, BTMU, Itaú, JP | US$ | 350.0 | US$ | 290.0 | 1,364.4 | 761.8 | 1,364.4 | — | US$300.0 | US$350.0 | 984.3 | 1,149.7 | 984.3 | — | |||||||||||||||||||||||||||||||||||||||||||
Receivables in U.S. dollars (Fixed) | Morgan, | Jan 2016 to | US$ | 334.5 | US$ | 50.6 | 1,335.1 | 136.6 | 1,335.1 | — | | Jan 2018 to Oct 2026 |
| US$956.6 | US$1,062.4 | 823.1 | 1,084.6 | 823.1 | — | |||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rate | Santander, Scotiabank | Nov 2018 | US$ | (684.5) | US$ | (340.6) | (2,225.1) | (749.1) | — | 2,225.1 | US$(1,256.6) | US$(1,412.4) | (1,877.4) | (2,181.6) | — | 1,877.4 | ||||||||||||||||||||||||||||||||||||||||||
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Total result | — | — | 474.4 | 149.3 | 2,699.5 | 2,225.1 | — | — | (70.0) | 52.7 | 1,807.4 | 1,877.4 | ||||||||||||||||||||||||||||||||||||||||||||||
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b.1 and b.2 – Exchange rate swaps payable in U.S. dollars + COUPON | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
b – Exchange rate swaps payable in U.S. dollars + COUPON | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in CDI interest rates | Bradesco, Citibank, | US$ | 7.9 | US$ | 42.9 | 30.6 | 114.2 | 30.6 | — | | Jan 2018 to Apr 2018 |
| US$9.1 | US$8.5 | 29.9 | 28.3 | 29.9 | — | ||||||||||||||||||||||||||||||||||||||||
Payables in U.S. dollars (Fixed) | Itaú, Santander | Jan 2016 to | US$ | (7.9) | US$ | (42.9) | (32.3) | (115.6) | — | 32.3 | US$(9.1) | US$(8.5) | (29.8) | (27.9) | — | 29.8 | ||||||||||||||||||||||||||||||||||||||||||
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Total result | Mar 2016 | — | — | (1.7) | (1.4) | 30.6 | 32.3 | — | — | 0.1 | 0.4 | 29.9 | 29.8 | |||||||||||||||||||||||||||||||||||||||||||||
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c – Interest rate swaps in R$ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in fixed interest rate | Itaú | Mar 2016 to | R$ | 27.5 | R$ | 327.5 | 27.4 | 532.0 | 27.4 | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in fixed interest rate + IPCA | Oct 2024 | R$566.1 | — | 583.3 | — | 583.3 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rate | Aug 2016 | R$ | (27.5) | R$ | (327.5) | (27.8) | (486.1) | — | 27.8 | R$(566.1) | — | (586.6) | — | — | 586.6 | |||||||||||||||||||||||||||||||||||||||||||
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Total result | — | — | (0.4) | 45.9 | 27.4 | 27.8 | — | — | (3.3) | — | 583.3 | 586.6 | ||||||||||||||||||||||||||||||||||||||||||||||
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d – Exchange rate swaps receivable in Euros | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in Euros (Fixed) | — | — | € | 0.2 | — | 0.5 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rate | — | € | (0.2) | — | (0.5) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
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Total result | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Total gross result | 472.3 | 193.8 | 2,757.5 | 2,285.2 | (73.2) | 53.1 | 2,420.6 | 2,493.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Income tax | (86.0) | (36.7) | (86.0) | — | (4.7) | (36.9) | (4.7) | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Total net result | 386.3 | 157.1 | 2,671.5 | 2,285.2 | (77.9) | 16.2 | 2,415.9 | 2,493.8 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Positive result (see Note 4) | 433.7 | 164.5 | 85.8 | 218.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Negative result (see Note 14) | (47.4) | (7.4) | (163.7) | (202.3) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | In millions. Currency as indicated. |
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All transactions mentioned above were properly registered with CETIP S.A. (the Brazilianover-the-counter clearing house).
Hedging instruments existing in 20152017 are described below, according to their category, risk, and hedging strategy:
a –– Hedging against foreign exchange exposure of liabilities in foreign currency — The purpose of these contracts is (i) to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments inReais linked to CDI and (ii) change a financial investment linked to the CDI and given as guarantee to loan in U.S. dollars, into a financial investment linked to U.S. dollars. The tables below present our position in this category of swaps as of December 31, 2015:2017:
| Maturity | Maturity | |||||||||||||||
Swap | 2016 | 2017 and thereafter | 2018 | 2019 and thereafter | ||||||||||||
Notional amount of swaps (in millions ofReais)(1) | 642.4 | 663.8 | 673.4 | 2,490.9 | ||||||||||||
Notional amount of swaps (in millions of dollars) | 164.5 | 170.0 | 203.6 | 753.0 | ||||||||||||
Average receiving rate | US$ + 0.08% | US$ + 2.50% | US$ + 1.01% | US$ + 5.58% | ||||||||||||
Average payment rate | 82.09% of the CDI | 100.59% of the CDI | 79.10% of the CDI | 72.70% of the CDI | ||||||||||||
| (1) | Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, |
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Swap | 2018 | 2019 and thereafter | ||||||
Notional amount of swaps (in millions ofReais)(1) | 463.1 | 529.3 | ||||||
Notional amount of swaps (in millions of dollars) | 140.0 | 160.0 | ||||||
Average receiving rate | US$ + LIBOR + 1.10% | US$ + LIBOR + 1.46% | ||||||
Average payment rate | 101.98% of the CDI | 105.33% of the CDI | ||||||
| (1) | Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, |
b –Hedging against foreign exchange exposure of operations — The purpose of these contracts is to make the exchange rate of the revenues of subsidiaries Oleoquímica, Oxiteno S.A. and Oxiteno Nordeste equal to the exchange rate of the cost of their main raw materials during their operating cycles. The table below presents our position in this category of swaps as of December 31, 2015:
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Swap | Maturity | |||
Notional amount of swaps (in millions ofReais)(1) | ||||
Notional amount of swaps (in millions of dollars) | ||||
Average receiving rate | ||||
Average payment rate | US$ | |||
| (1) | Notional amount converted according to the commercial selling rate reported by the Central Bank (PTAX) as of December 31, |
c –Hedging against thefixed interest rate fixed+ IPCA in local financing Brazilian Reais— The purpose of these contractsthis contract is to convert thechange fixed interest rate on financing contracted+ IPCA of debentures issued in Brazilian Reais from fixed into floating. to floating interest. The table below presents our position onin this category of swaps as of December 31, 2015:2017.
Swap | Maturity | |||
Notional amount of swaps (in millions ofReais)(1) | ||||
Notional amount of swaps (in millions of dollars) | ||||
Average receiving rate | ||||
Average payment rate | ||||
Hedge accounting
The Company tests,uses derivative andnon-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, thetheir effectiveness, of its derivatives, as well as the changes in their fair values. value.
Fair value hedge
The Company and its subsidiaries designates as fair value hedges certain derivative financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in BrazilianReais and U.S. dollars.
In 2015,2017, the notional amount of foreign exchange hedging instruments designated as fair value hedge totaled US$440.0320.0 million. In 2015,2017, a gainloss of R$285.3143.4 million related to the result of hedging instruments, a lossgain of R$4.616.5 million related to the fair value adjustment of debt, and a loss of R$403.24.1 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operation into 102.5%102.7% of CDI (see Note 14.c.1 to our consolidated financial statements).
In 2017, the notional amount of interest rate hedging instruments designated as fair value hedges totaled R$566.1 million. In 2017, a loss of R$3.3 million related to the result of hedging instruments, a gain of R$19.1 million related to the fair value adjustment of debt, and a loss of R$18.5 million related to the financial expense of the debt were recognized in the income statements, causing the average effective cost of the operations to be 95.2% of CDI.
Cash flow hedge
The Company and its subsidiaries designates as cash flow hedge of firm commitment and highly probable transactions, derivative financial instruments to hedge “firm commitments” andnon-derivative financial instruments to hedge “highly probable future transactions”, so as to hedge against fluctuations arising from changes in exchange rate.
In 2015,2017, the notional amount of exchange rate hedging instruments of firm commitments designated as cash flow hedgehedges totaled US$151.4115.0 million and a gainloss of R$120.245.4 million was recognized throughin the income statement. In 2015,2017, the balanceunrealized gain of “Other comprehensive income” wasis R$6.3 million.5.3 million, net of deferred income and social contribution taxes.
In 2015,2017, the notional amount of foreign exchange ratehedging instruments for highly probable future transactions designated as fair value hedge, related to notes in the foreign market totaled US$570.0 million. In 2017, the unrealized loss of “Other comprehensive income” is R$30.5 million, net of deferred income and social contribution taxes.
Net investment hedge in foreign entities
The Company and its subsidiaries designates as net investment hedge in foreign entities notes in the foreign market, for hedging net investment hedge in foreign entities, to offset changes in exchange rates.
In 2017, the balance of foreign exchange hedging instruments designated as hedges of net investmentinvestments hedge in foreign operation relatingentities, related to part of the portion of investments made in entities which have functional currency different fromis other than the BrazilianReal was zero., totaled US$113.0 million. In 2015, a2017, the unrealized loss of “Other comprehensive income” is R$31.36.2 million, was recorded.net of deferred income and social contribution taxes. The effects of exchange rate changes on investments and the hedging instrument effectsinstruments were offset in shareholders’ equity.
In 2015, the notional amount of interest rate hedging instruments totaled R$27.5 million referring to the principal of the pre-fixed loans in BrazilianReais. In 2015, a gain of R$2.0 million related to the result of hedging instruments, a loss of R$0.9 million related to the fair value adjustment of debt, and a loss of R$25.0 million related to the accrued interest rate of the debt were recognized in the income statement, transforming the average effective cost of the operations into 88.8% of CDI.
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| ITEM 12. | DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES |
| A. | Debt securities |
Not applicable.
| B. | Warrants and Rights |
Not applicable.
| C. | Other Securities |
Not applicable.
| D. | American Depositary Shares |
In the United States, our common shares are traded in the form of ADSs. Each of our ADSs represents one common share of Ultrapar, issued by The Bank of New York Mellon, as depositary, pursuant to a deposit agreement, dated July 22, 1999, as amended and restated on May 5, 2005, on January 26, 2011 and on August 15, 2011. The depositary’s principal executive office is located at One Wall Street, New York, NY 10286.
Fees and expenses
The following table summarizes the fees and expenses payable by holders of ADSs:
Persons depositing or withdrawing shares must pay: | For | |
| $5.00 (or less) per 100 ADSs (or portion of 100 ADSs) | (i) Issuance of ADSs, including issuances resulting from a distribution of shares or rights or other property (ii) Cancellation of ADSs for the purpose of withdrawal, including if the Deposit Agreement terminates
| |
$ | Any cash distribution | |
A fee equivalent to the fee that would be payable if securities distributed to you had been shares and the shares had been deposited for issuance of ADSs | Distribution of securities to holders of deposited securities which are distributed by the depositary to ADS holders | |
| Registration or transfer fees | Transfer and registration of shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw shares | |
| Expenses of the depositary | (i) Cable, telex and facsimile transmissions (ii) Converting foreign currency to U.S. dollars | |
Taxes and other governmental charges the depositary or the custodian have to pay on any ADS or share underlying an ADS, for example, stock transfer taxes, stamp duty or withholding taxes | As necessary | |
Any charges incurred by the depositary or its agents for servicing the deposited securities | As necessary |
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Payment of taxes
The depositary may deduct the amount of any taxes owed from any payments to investors who hold ADSs. It may also sell deposited securities, by public or private sale, to pay any taxes owed. Investors who hold ADSs will remain liable if the proceeds of the sale are not sufficient to pay the taxes. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to investors who hold ADSs any proceeds, or send to investors who hold ADSs any property, remaining after it has paid the taxes.
Reimbursement of fees
The Bank of New York Mellon, as depositary, has agreed to reimburse us for expenses we incur that are related to establishment and maintenance expenses of the ADS program. The depositary has agreed to reimburse us for our continuing annual stock exchange listing fees. The depositary has also agreed to pay the standardout-of-pocket maintenance costs for the ADRs, which consist of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of United States federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls.
Reimbursement of fees incurred in 20152017
From January 1, 20152017 until December 31, 2015,2017, Ultrapar received from the depositary US$643,934,59,081, net of withholding taxes, for continuing annual stock exchange listing fees, standardout-of-pocket maintenance costs for the ADSs (consisting of the expenses of postage and envelopes for mailing annual and interim financial reports, printing and distributing dividend checks, electronic filing of U.S. Federal tax information, mailing required tax forms, stationery, postage, facsimile, and telephone calls), any applicable performance indicators relating to the ADR facility, underwriting fees and legal fees.
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| ITEM 13. | DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES |
None.
| ITEM 14. | MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS |
Not applicable.
| ITEM 15. | CONTROLS AND PROCEDURES |
(a) Disclosure Controls and Procedures
| (a) | Disclosure Controls and Procedures |
As of December 31, 2015,2017, under management’s supervision and with its participation, including our Chief Executive Officer and Chief Financial Officer, we performed an evaluation of our disclosure controls and procedures for the period relating to the information contained in this 20F report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that (a) our disclosure controls and procedures were effective as of December 31, 20152017 to enable the company to record, process, summarize, and report information required to be included in the reports that it files or submits under the Securities Exchange Act of 1934, within the time periods required and (b) our disclosure controls and procedures were also effective as of December 31, 20152017 to ensure that information required to be disclosed in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.
(b) Management’s Annual Report on Internal Control over Financial Reporting
| (b) | Management’s Annual Report on Internal Control over Financial Reporting |
The Management of Ultrapar Participações S.A. (the “Company”) is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules13a-15(f) and15d-15(f) under the Securities Exchange Act of 1934.
The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our Chief Executive Officer, or CEO and Chief Financial Officer, or CFO, and effected by our Board of Directors, Management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the Company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of inherent limitations of internal control over financial reporting, including the possibility of collusion or improper Management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 20152017 based on the criteria established in the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on such assessment and criteria, Management has concluded that the Company’s internal controls over financial reporting are effective as of December 31, 2015.2017.
On December 1, 2017, the Company concluded the joint venture process of CBLSA. Due to the timing of this process, we have excluded CBLSA from our evaluation of the effectiveness of internal control over financial reporting. CBLSA’s financial statements constitute approximately 3.4% and 1.7% of net and total assets, respectively, 1.0% of net revenue from sales and services, and-1.5% of net income of the consolidated financial statements amounts as of and for the year ended December 31, 2017.
The Company’s independent registered public accounting firm Deloitte Touche Tohmatsufor the year ended December 31, 2017, KPMG Auditores Independentes, audited the Company’s internal controls over financial reporting as of December 31, 2017, and their report, dated April 29, 20166, 2018 and included herein, expressed an unqualified opinion.
(c) Report of the Independent Registered Public Accounting Firm on Internal Control over Financial Reporting
| (c) | Report of the Independent Registered Public Accounting Firm on Internal Control over Financial Reporting |
The Report of independent registered public accounting firm on internal control over financial reporting issued by our independent registered public accounting firm,Deloitte Touche TohmatsuKPMG Auditores Independentes(“Deloitte”KPMG”), is presented below.
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and Board of Directors and Shareholders of
Ultrapar Participações S.A.
São Paulo – SP – BrazilOpinions on the consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of Ultrapar Participações S.A. (the Company) as of December 31, 2017, the related consolidated income statement, comprehensive income, changes in shareholders’ equity and cash flows for the year ended December 31, 2017, and the related notes. We also have audited the Company’s internal control over financial reporting of Ultrapar Participações S.A. and subsidiaries (the “Company”) as of December 31, 2015,2017, based on criteria established in the Internal Control—Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission—COSO. Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired Chevron Brasil Lubrificantes S.A. during 2017, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, Chevron Brasil Lubrificantes S.A.’ internal control over financial reporting associated with total assets of R$793,910 and total revenues of R$830,515 included in the consolidated financial statements of the Company as of and for the year ended December 31, 2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Chevron Brasil Lubrificantes S.A.
Basis for Opinions
The Company’s Managementmanagement is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s annual report on internal control over financial reporting appearing under Item 15 of the Company’s Annual Report on Internal Control over Financial Reporting.Form 20-F. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audit.audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our auditaudits in accordance with the standards of the Public Company Accounting Oversight Board—PCAOB (United States).PCAOB. Those standards require that we plan and perform the auditaudits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, andrisk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit providesaudits provide a reasonable basis for our opinion.opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s Board of Directors, Management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that:that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of Managementmanagement and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, of internal control over financial reporting including the possibility of collusion or improper Management override of controls, material misstatements due to error or fraud may not be preventedprevent or detected on a timely basis.detect misstatements. Also, projections of any evaluation of effectiveness of the internal control over financial reporting to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control—Integrated Framework (2013) issued by COSO./S/ KPMG Auditores Independentes
KPMG Auditores Independentes
We have also audited, in accordance withserved as the standards of the PCAOB (United States), the consolidated financial statements as of and for the three years ended December 31, 2015 of the Company and our report, dated April 29, 2016, expressed an unqualified opinion on those financial statements.
/S/ DELOITTE TOUCHE TOHMATSU
Auditores IndependentesCompany’s auditor since 2017.
São Paulo Brazil– SP
April 29, 2016
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(d) Changes in Internal Control over Financial Reporting
| (d) | Changes in Internal Control over Financial Reporting |
There were no changes in our internal control over financial reporting for the year ended December 31, 20152017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 16. | [RESERVED] |
| ITEM 16A. | AUDIT COMMITTEE FINANCIAL EXPERT |
Our fiscal councilFiscal Council acts as an audit committee pursuant to the requirements of the Sarbanes-Oxley Act. Under Rule10A-3(c)(3) of the Exchange Act,non-U.S. issuers, such as Ultrapar, are exempt from the audit committee requirements of Section 303A of the NYSE Listed Company Manual if they establish, according to their local law or regulations, another body that acts as an audit committee. See “Item 6.C. Directors, Senior Management and Employees — Board Practices.”
Ultrapar has determined that it will not appoint an audit committee financial expert, as Brazilian law does not require a fiscal councilFiscal Council member to have the same attributes of such a financial expert. However, the Company believes that its fiscal councilFiscal Council members have broad commercial experience and extensive business leadership, having held various roles in accountancy, financial management and supervision, treasury and corporate finance. For example, one member of the Company’s fiscal council isFiscal Council served as a former partner of a major audit firm.board member at the CPC (Accounting Pronouncements Committee) and at the IFRS. In addition, other members of the Company’s fiscal councilFiscal Council have served as the chief financial officer of major Brazilian companies and as a member of the board of executive officers in a major Brazilian bank. We believe that there is a broad and suitable mix of business and financial experience on the fiscal council.Fiscal Council.
Notwithstanding the above, ourOur bylaws provides for an audit committee to be appointed by the Board of Directors which will only be installed during the periods when the fiscal councilFiscal Council is not installed. See “Item 6. Directors, senior management and employees reference — Board Practices — Fiscal Council and Audit Committee Exemption.” We currently have a fiscal council installed.Fiscal Council installed, which exercises all the duties provided for in the bylaws regarding the audit committee.
Notwithstanding the above, the newNovo Mercado Listing Rules, in force as of January, 2018, determines that, not later than on the annual shareholders’ meeting of 2021, all companies listed in this segment must have an audit committee, responsible for (i) issuing an opinion on the engagement or dismissal of independent outside auditors; (ii) appraising the company’s quarterly financial filings, interim financial statements, and annual financial statements; (iii) overseeing the activities of the company’s internal auditing and internal control departments; (iv) appraising and monitoring the company’s risk exposures; (v) appraising and monitoring the company’s internal policies, including its policy on related-party transactions, and recommending corrections or enhancements; (vi) having the means to receive and treat information onnon-compliance with the laws and regulations applicable to the company, and with its internal rules and codes, including provision for specific procedures to protect whistleblowers and assure the confidentiality of such information.
Also in accordance with the new rules forNovo Mercado, said committee shall have (i) at least three members, of whom at least one must be an independent member of the Board of Director and at least one of whom must have recognized experience in business accounting pursuant to the rules issued by the CVM regarding the registration and practice of independent auditing activities in the securities market; (ii) operational autonomy and its own budget approved by the Board to cover its operating costs and expenses; and (iii) its own bylaws, approved by the Board of Directors, with a detailed description of its functions and operating procedures, and a chairperson whose activities must be defined in its bylaws.
As mentioned above, companies listed in this segment will have up to the annual shareholders’ meeting to be held on 2021 to fully comply with these requirements.
| ITEM 16B. | CODE OF ETHICS |
In 2004, we established a code of ethics which covered (i) the Board of Directors; (ii) the whole executive boardExecutive Board (including the Chief Executive Officer and the Chief Financial Officer); (iii) the fiscal councilFiscal Council of Ultrapar; (iv) the Board of Directors and executive boardExecutive Board of its subsidiaries; and (v) remaining bodies with technical or advisory functions that are directly subordinated to the Board of Directors, to the executive boardExecutive Board or to the fiscal committee of Ultrapar. Our code of ethics was amended on June 17, 2009 to (i) improve certain existing items of the code by including examples of acceptable or unacceptable behavior and clarifying the language to avoid misunderstanding of such items and (ii) improve access to the channel for reportingnon-compliance with the code. On July 31, 2013, we amended our Code of Ethics in order to increase the number of permanent members of the Conduct Committee from three to four members. On September 17, 2014, we reviewed our code of ethics. On December 13, 2017, our Board of Directors approved a new Code of Ethics.Ethics, in force from March 1, 2018 onwards. For the complete amended Code of Ethics please see our6-K furnished to the SEC on April 30, 2015.March 1, 2018. The objective of this code is (i) to reduce the subjectivity of personal interpretations of ethical principles; (ii) to be a formal and institutional benchmark for the professional conduct of the employees, including the ethical handling of actual or apparent conflicts of interests, becoming a standard for the internal and external relationship of Ultrapar with its stakeholders, namely: shareholders, clients, employees, partners, suppliers, service providers, labor unions, competitors, society, government and the communities in which it operates; and (iii) to ensure that the daily concerns with efficiency, competitiveness and profitability do not override ethical behavior.
Also, in 2014, we approved the Anti-Corruptionanti-corruption and Relationshiprelationship with Public Officers Policy,public officers policy, applicable to shareholders, employees of the Company, third parties and business partners when representing or acting on behalf of the Company. On December 13, 2017, our Board of Directors approved a new Anti-Corruption and Relationship with Public Officers Policy, in force from March 1, 2018 onwards. This policy consolidates the guidelines for corruption prevention to be adopted in the relationship with public officers to protect the integrity and transparency of our businesses.
On September 21, 2016, our Board of Directors approved the Antitrust Policy applicable to employees of the Company, third parties and business partners. This policy establishes guidelines in addition to our Code of Ethics for anti-competitive practices.
On the same date, the Company approved the Conflict of Interests Policy applicable to employees of the Company, third parties and business partners when representing or acting on behalf of the Company. This policy provides for standard behaviors and professional conduct of the employees, including the ethical handling of actual or apparent conflicts of interests.
You can obtain a copy of our Code of Ethics and of our Anti-Corruption and Relationship with Public Officers Policy, free of charge, at our website (www.ultra.com.br), or by requesting a copy from the Investor Relations Department (e-mail:(e-mail: invest@ultra.com.br).
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| ITEM 16C. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The relationship with our independent registered public accounting firm in respect to the contracting of services unrelated to the external audit is based on principles that preserve the independence of the independent registered public accounting firm. Our Board of Directors approves our financial statements, the performance by our independent registered public accounting firm of audit and permissiblenon-audit services, and associated fees, supported by our fiscal council,Fiscal Council, which acts as an audit committee pursuant to the requirements of the Sarbanes-Oxley Act. See “Item 6.C. Directors, Senior Management and Employees — Board Practices — Fiscal Council and Audit Committee Exemption” for more information about the responsibilities of the fiscal council.Fiscal Council. Our consolidated financial statements for the yearsyear ended December 31, 2015 and 20142017 were audited by the independent registered public accounting firm Deloitte.KPMG Auditores Independentes. Our consolidated financial statements for the year ended December 31, 2016 were audited by the independent registered public accounting firm Deloitte Touche Tohmatsu Auditores Independentes.
The following table describes the total amount billed to us by DeloitteKPMG Auditores Independentes for services performed in 20152017 and 2014by Deloitte Touche Tohmatsu Auditores Independentes for services performed in 2016 and the respective compensation for these services.
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| (in thousands of Reais) | (in thousands of Reais) | |||||||||||||||
Audit Fees | 5,753.8 | 4,513.3 | 5,780.0 | 5,745.9 | ||||||||||||
Audit Related Fees | — | — | 120.0 | 623.9 | ||||||||||||
Tax Fees | 131.2 | 126.7 | — | 145.1 | ||||||||||||
All Other Fees | — | — | — | — | ||||||||||||
|
| |||||||||||||||
Total Consolidated Audit Fees | 5,885.0 | 4,640.0 | 5,900.0 | 6,514.9 | ||||||||||||
|
| |||||||||||||||
“Audit Fees” are the aggregate fees billed by our independent registered public accounting firmsfirm for the audit of our consolidated and annual financial statements, reviews of interim financial information and attestation services that are provided in connection with statutory and regulatory filings or engagements.
“Audit Related Fees 2016” are fees related to a comfort letter provided by Deloitte Touche Tohmatsu Auditores Independentes in connection with the offering of US$750 million notes in the international market by subsidiary Ultrapar International S.A. in October 2016. See “Item 5.B. Operating and Financial Review and Prospect — Liquidity and Capital Resources — Indebtedness.”
“Audit Related Fees 2017” are fees related to report of Ipiranga Lubrificantes provided by KPMG Auditores Independentes in connection with the joint venture of Ipiranga and Chevron. History and Development of the Company.”
“Tax Fees” are fees charged by Deloitte Touche Tohmatsu Auditores Independentes related to tax compliance services.
ForPre-Approval Policies and Procedures
Pursuant to our Fiscal Council internal rules, services rendered by our independent auditors must bepre-approved by the years ended December 31, 2015 and 2014, Ultrapar and its subsidiaries did not contract for any service from their independent registered public accounting firmFiscal Council. All services exceeding R$250 thousand threshold should be approved by our Fiscal Council, provided that was not directly linkedthese are permitted services as stated in the Fiscal Council internal rules. In addition, permitted services up to the auditing of financial statements.R$250 thousand threshold arepre-approved, and should be informed to the Fiscal Council in the subsequent meeting.
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| ITEM 16D. | EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES |
Our fiscal councilFiscal Council meets the requirements for exemption from audit committee independence pursuant to the requirements of the Sarbanes-Oxley Act. Under Rule10A-3(c)(3) of the Exchange Act,non-U.S. issuers, such as Ultrapar, are exempt from the audit committee independence requirements of Section 303A of the NYSE Listed Company Manual if they establish, according to their local law or regulations, another body that meets certain requirements. See “Item 6.C. Directors, Senior Management and Employees — Board Practices — Fiscal Council and Audit Committee Exemption.”
The fiscal councilFiscal Council currently in office meets the following requirements of the general exemption contained in Rule10A-3(c)(3):
Ultrapar’s reliance on Rule10A-3(c)(3) does not, in its opinion, materially adversely affect the ability of its fiscal councilFiscal Council to act independently and to satisfy the other requirements of Rule10A-3.
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| ITEM 16E. | PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS |
In December 2014,We did not purchase any share issued by the Board of Directors approved a share repurchase program with a 12-month term under which we can acquire our own shares at market price and hold themCompany in treasury for subsequent sale or cancellation. The maximum number of shares that may be repurchased is 6,500,000 shares. The total shares repurchased through December 31, 2015 under this program, were 6,143,200 shares, as follows:2016.
Period | Total number of shares repurchased | Average price per share in Reais | Total number of shares repurchased as part of publicly announced plans or programs | Maximum number of shares that may yet be repurchased under the plans or program | ||||||||||||
January 1, 2015 – January 31, 2015 | 864,200 | 50.97 | 864,200 | 5,635,800 | ||||||||||||
February 1, 2015 – February 28, 2015 | 275,000 | 54.84 | 1,139,200 | 5,360,800 | ||||||||||||
March 1, 2015 – March 31, 2015 | 715,000 | 60.09 | 1,854,200 | 4,645,800 | ||||||||||||
April 1, 2015 – April 30, 2015 | 275,000 | 65.97 | 2,129,200 | 4,370,800 | ||||||||||||
May 1, 2015 – May 31, 2015 | 440,000 | 71.56 | 2,569,200 | 3,930,800 | ||||||||||||
June 1, 2015 – June 30, 2015 | 220,000 | 68.48 | 2,789,200 | 3,710,800 | ||||||||||||
July 1, 2015 – July 31, 2015 | 385,000 | 66.22 | 3,174,200 | 3,325,800 | ||||||||||||
August 1, 2015 – August 31, 2015 | 495,000 | 62.36 | 3,669,200 | 2,830,800 | ||||||||||||
September 1, 2015 – September 30, 2015 | 1,048,000 | 64.86 | 4,717,200 | 1,782,800 | ||||||||||||
October 1, 2015 – October 31, 2015 | 552,000 | 68.32 | 5,269,200 | 1,230,800 | ||||||||||||
November 1, 2015 – November 30, 2015 | 782,000 | 66.88 | 6,051,200 | 448,800 | ||||||||||||
December 1, 2015 – December 31, 2015 | 92,000 | 63.89 | 6,143,200 | 356,800 | ||||||||||||
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Total shares repurchased during 2015 | 6,143,200 | 63.00 | 6,143,200 | 356,800 | ||||||||||||
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| ITEM 16F. | CHANGE IN REGISTRANT’S INDEPENDENT PUBLIC ACCOUNTING FIRM |
Not applicable.
| ITEM 16G. | CORPORATE GOVERNANCE |
Under the rules of the NYSE, foreign private issuers are subject to a more limited set of corporate governance requirements than are U.S. domestic issuers. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (i) we must satisfy the requirements of Exchange Act Rule 10A–3 relating to audit committees; (ii) our Chief Executive Officer must promptly notify the NYSE after any executive officer becomes aware of any material noncompliance with the applicable NYSE rules; (iii) we must provide the NYSE with annual and interim written affirmations; and (iv) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards.
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The significant differences between our corporate governance practices and the NYSE corporate governance standards are as follows:
Independence of Directors
NYSE rules require that a majority of the Board of Directors must consist of independent directors as defined under NYSE rules. Under Brazilian Corporate Law, we are not required to have a majority of independent directors.
The Brazilian Corporate Law requires that our directors be elected by our shareholders at a general shareholders’ meeting. According to the rules ofNovo Mercado, at least 20% of the members of the Board of Directors, and as of the annual shareholders’ meeting to be held in 2021, not fewer than two of its members must meet the independence requirements as established set forthunder these rules. Furthermore, according to our bylaws, at least 30% of the members of the Board of Directors must be independent.
The Brazilian Corporate Law requiresnew rules for theNovo Mercado segment, in force as of January 2, 2018, established that ourthe companies listed in this segment will have up to the annual shareholders’ meeting to be held in 2021 to adopt new requirements to assure the independence of the members of the Board of Directors, based on their relationship with the company, its direct or indirect controlling shareholder (if applicable), its directors and its executive officers; and subsidiaries, affiliates and joint ventures.
According to these new requirements – to be elected by our shareholdersadopted not later than April 2021 – a board member will not be considered independent if he/she (i) is the direct or indirect controlling shareholder of the company; (ii) has his/her voting rights at the board meetings bound to a shareholders’ agreement regarding matters related to the company; (iii) is a spouse, partner or direct or collateral first/second-degree relative of the controlling shareholder or of any executive officer of the company or the controlling shareholder; (iv) was an employee or executive officer of the company or its controlling shareholder in the past three years.
Furthermore, the new rules of theNovo Mercado establish that when deciding whether Board members are independent, some situations must be analyzed in order to verify whether they entail loss of independence due to the characteristics, magnitude and extent of the relationship, as follows: (i) “are they a first/second-degree relative of the controlling shareholder or of any executive officer of the company or the controlling shareholder?”; (ii) “have they been an employee or executive officer the company’s subsidiaries, affiliates or joint ventures in the past three years?”; (iii) “do they have a business relationship with the company, its controlling shareholder, or a subsidiary, affiliate or joint venture?”; (iv) “do they hold a position in a firm or entity that has a business relationship with the company or with its controlling shareholder, whereby they have decision-making power regarding the activities of the firm or entity?”; (v) “do they receive any compensation from the company, its controlling shareholder, or a subsidiary, affiliate or joint venture other than the compensation relating to their position as a member of the board of directors or committees of the company, its controlling shareholder, or its subsidiaries, affiliates and joint ventures, excluding income from shares in the company and benefits from supplementary pension plans?”.
Once such new requirements are adopted, the general shareholders’ meeting. meeting shall then be entitled to decide whether a person nominated as member of the Board of Director is independent and may base its decision (i) on a declaration submitted to the Board of Directors in which the nominee attests and justify his/her compliance with the independence requirements or (ii) on the opinion of the Board of Director expressed in management’s proposal to the general shareholders meeting that elects directors and officers regarding the candidate’s compliance ornon-compliance with the independence criteria.
As of December 31, 2015,2017, our Board of Directors consisted of nine members, six of whom wereare independentnon-executive members and three are shareholders of Ultra S.A. Two of these threenon-independent board members were executive officers of Ultrapar until December 2006 and one of them was executive officer of Ultrapar until December 2012. On April 19, 2017, the members of our Board of Directors were reelected for atwo-year term of office. See “Item 6.C. Directors, Senior Management and Employees — Board Practices” and “Exhibit 1.1 — Bylaws of Ultrapar, dated as of January 31, 2014.”April 19, 2017”.
No member of the Board has any material relationship with the Company, either directly or as a partner or officer of an organization that has relationship with Ultrapar, except for their interest as shareholders of Ultrapar, when applicable.applicable, as mentioned above. The Brazilian Corporate Law, the rules ofNovo Mercado Listing rules and the CVM establish rules relating to the qualification of the members of our Board of Directors and our executive officers, including their compensation, duties and responsibilities. We believe these rules provide adequate assurances that our directors are independent according to the independence tests established by the NYSE.
Executive Sessions
NYSE rules require that thenon-management directors must meet at regularly scheduled executive sessions without management present. Such provision does not apply to Ultrapar given that none of our directors is currently an executive officer of the Company.
Committees
NYSE rules require that U.S. domestic listed companies have a nominating/corporate governance committee and a compensation committee composed entirely of independent directors and governed by a written charter addressing the committee’s purpose and responsibilities. Under the Brazilian Corporate Law, we are not required to have a nominating committee, a corporate governance committee or a compensation committee. OurNotwithstanding, our bylaws provides for a compensation and an audit committee, as ancillary bodies of the Board of Directors. As approved by the Annual and Extraordinary General Shareholders’ Meeting held on April 19, 2017, the denomination of the “compensation committee” was modified to “people and organization committee”. In addition, the composition of such committee was modified from three members – of the Board of Directors, two of which should be independent directors – to up to four members – of whom two shall be independent directors, and the others may or not be directors. See “Item 4.A. History and Development of the Company – New corporate governance structure”, “Item 6.C. Directors, Senior Management and Employees — Board Practices” and “Exhibit 1.1 — Bylaws of Ultrapar, dated as of January 31, 2014”April 19, 2017”.
Alexandre Gonçalves Silva, Lucio de Castro Andrade Filho, Nildemar Secches and Pedro Wongtschowski, who are also members of the Board of Directors elected on the Annual and Extraordinary General Shareholders Meeting held on April 2015,2017 (being both Alexandre Gonçalves Silva and Nildemar Secches independent directors), are members of our compensationpeople and organization committee. The membersTheir current term of office in such committee shall maintain their positions up to the end ofmatch with their term of office asat the Board of Directors on(until the annual general shareholders’ meeting of 2017.held on April 2019.
Fiscal Council and Audit Committee
U.S. domestic listed companies must have an audit committee with a minimum of three independent directors who are financially literate and who satisfy the independence requirements of Rule 10A–3 of the Securities Exchange Act of 1934 (the “Exchange Act”), with a written charter addressing the committee’s purpose and responsibilities.
However, as the Brazilian Corporate Law requires the establishment of a corporate body whose duties are similar to those established by the Exchange Act (the fiscal council)Fiscal Council), we may be exempt from the requirements of Rule 10A–3 if we satisfy the conditions of Rule 10A–3(c)(3) of the Exchange Act.
181
Our fiscal councilIn this sense, our Fiscal Council currently in office satisfies the requirements of Rule 10A–3(c)(3) of the Exchange Act. Our fiscal councilFiscal Council consists of three members and their respective alternate members, and it is a separate corporate body independent from our management. The members of our fiscal councilFiscal Council are elected by our shareholders at the annual general shareholders’ meeting forone-year term and are eligible for reelection. Under the Brazilian Corporate Law, individuals who are members of the Board of Directors or are executive officers or employees or spouses or relatives of any member of the Company’s management are not eligible to serve on the fiscal council.Fiscal Council.
Our fiscal councilFiscal Council acts on anon-permanent basis. In addition, our bylaws establish an audit committee as an ancillary body of the Board of Directors. As determined by our bylaws, in the event the fiscal councilFiscal Council is established as set forth in the Brazilian Corporate Law, the fiscal councilFiscal Council shall operate as the audit committee exercising all the duties provided for in our bylaws as required of the audit committee, and with respect to its members, subjectthey shall be subjected to all the requirements and limitations provided for by law.the Brazilian Corporate Law. The audit committee will not operate in any fiscal year when a fiscal councilFiscal Council is installed. See “Item 4.A. History and Development of the Company –— New corporate governance structure” and “Exhibit 1.1 — Bylaws of Ultrapar, dated as of January 31, 2014”April 19, 2017”.
Additionally, according to the new Listing Rules forNovo Mercado, the companies listed in this segment will have until the annual shareholders’ meeting of 2021 to have an audit committee (statutory or non statutory) responsible for (i) issuing an opinion on the engagement or dismissal of independent outside auditors; (ii) appraising the company’s quarterly financial filings, interim financial statements, and annual financial statements; (iii) overseeing the activities of the company’s internal auditing and internal control departments; (iv) appraising and monitoring the company’s risk exposures; (v) appraising and monitoring the company’s internal policies, including its policy on related-party transactions, and recommending corrections or enhancements; and (vi) having the means to receive and treat information onnon-compliance with the laws and regulations applicable to the company, and with its internal rules and codes, including provision for specific procedures to protect whistleblowers and assure the confidentiality of such information.
For more information, see “Item 6.C. Directors, Senior Management and Employees — Board Practices — Fiscal Council and Audit Committee Exemption” and “Exhibit 1.1 — Bylaws of Ultrapar, dated as of January 31, 2014”.April 19, 2017.”
Shareholder Approval of Equity Compensation Plans
NYSE rules require that equity compensation plans for U.S. domestic listed companies be subject to shareholder approval, with limited exceptions. In November 2003, our shareholders approved the Deferred Stock Plan. In accordance with the Deferred Stock Plan, the Board of Directors determines the eligible participants and the number of shares to which each participant shall have rights. See “Item 6.B. Directors, Senior Management and Employees — Compensation”.Compensation.” At the annual general shareholders’ meeting held on April 19, 2017, our shareholders approved a new stock-based incentive plan for our employees and executives.
Corporate Governance Guidelines
NYSE rules require that U.S. domestic listed companies adopt and disclose corporate governance guidelines. We have adopted corporate governance guidelines set out by our Board of Directors or required by the Brazilian Corporate Law, the CVM and BM&FBOVESPAB3 and which we believe are consistent with best practices, such as the 100% tag along rights to all shareholders, the implementationestablishment and disclosure of a code of ethics, and the adoption of the Policy of Disclosure of Material Acts or Facts, which deals with the public disclosure of all relevant information and the trading of shares issued by Ultrapar as per CVM Instruction No. 358.358, and the adoption of Anti-Corruption and Relationship with Public Officers Policy.
Since June 28, 2011, we have been listed on theNovo Mercado segment of BM&FBOVESPA.B3. According to the rules ofNovo Mercado the minimum percentage of independent members of the Board of Directors is set at 20%, and as of the annual shareholders meeting to be held in 2021, also not less than two of its members, while a minimum of 30% is required in our bylaws.
Our bylaws also (i) establish (i) a mandatory tender offer tofor 100% of the Company’s shareholders in the event a shareholder, or a group of shareholders acting in concert, acquire or become holder of 20% of the Company’s shares, excluding treasury shares, and (ii) creation ofcreate an audit and compensationa people and organization committees, as ancillary bodies of the Board of Directors. Our bylaws do not establish any limitation on voting rights, special treatment to current shareholders, public tender offers for a price above that of the acquisition price of shares or any other poison pill provisions, thus assuring the effectiveness of a majority shareholders’ approval on all matters to be deliberated. See “Item 4.A. History and Development of the Company –— New corporate governance structure” and “Exhibit 1.1 — Bylaws of Ultrapar, dated as of January 31, 2014”April 19, 2017”.
In addition, as mentioned above, on September 2017, new rules forNovo Mercado were approved by the CVM. Some of the modifications of theNovo Mercado Rules include: (i) obligations of setting up an audit committee (statutory or non statutory); (ii) structuring and disclosing a process of assessment of the Board of Directors, its committees and executive officers; (iii) elaboration and disclosure of a Code of Conduct, as well as of a Compensation Policy, a Nomination Policy for the Board of Directors, its Committees and Executive Officer, a Risk Management Policy; a Related Party Transaction Policy and Securities Trading Policy, all of them with minimum requirements. Companies listed in this segment will have until the General Shareholders Meeting of 2021 to fully comply with these new obligations.
Code of Business Conduct and Ethics
NYSE rules require that U.S. domestic listed companies adopt and disclose a code of business conduct and ethics for directors, officers and employees. In 2004, we established a code of ethics, which was amended on September 17, 2014.2014 and on December 17, 2017. For the complete amended code of ethics please see our 6K furnished to the SEC on September 18, 2014.March 1, 2018. The main objectives of this code is (i) to reduce the subjectivity of personal interpretations of ethical principles; and (ii) to be a formal and institutional benchmark for the professional conduct of our employees, including the ethical handling of actual or apparent conflicts of interests, becoming a standard for the internal and external relationship of the Company with its stakeholders. See “Item 16.B. — Code of Ethics”.
182
| ITEM 16H. | MINE SAFETY DISCLOSURE |
Not applicable.
| ITEM 17. | FINANCIAL STATEMENTS |
We have responded to Item 18 in lieu of responding to this Item.
| ITEM 18. | FINANCIAL STATEMENTS |
We file the following consolidated financial statements together with the reports of independent registered public accountants firms, as part of this annual report:
| F-3 | ||||
Consolidated balance sheets as of December 31, | F-6 | |||
Consolidated income statements for the years ended December 31, | F-8 | |||
| F-9 | ||||
| F-10 | ||||
| F-13 | ||||
| F-15 |
| ITEM 19. | EXHIBITS |
We are filing the following documents as part of this Annual Report Form 20F:
183
184
185
There are certain promissory notes and other instruments and agreements with respect to long-term debt of our Company omitted from the exhibits filed with or incorporated by reference into this annual report, none of which authorizes securities in a total amount that exceeds 10% of the total assets of our Company. See “Item 5.B. Operating and Financial Review and Prospect — Liquidity and Capital Resources — Indebtedness.” We hereby agree to furnish to the SEC copies of any such omitted promissory notes or other instruments or agreements as the Commission requests.
186
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all requirements for filing on Form20-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ULTRAPAR PARTICIPAÇÕES S.A. | ||||||
| By: | /S/ | |||||
| Name: | ||||||
| Title: | Chief Executive Officer | |||||
Date: April | By: | /S/ | ||||
| Name: | André Pires de Oliveira Dias | |||||
| Title: | Chief Financial and Investor Relations Officer | |||||
Consolidated
Financial Statements
for the Year Ended
December 31, 20152017 and
Report of Independent Registered
Public Accounting Firm
Deloitte Touche TohmatsuKPMG Auditores Independentes
F-1
Ultrapar Participações S.A. and Subsidiaries
Consolidated Financial Statements
for the YearsYear Ended December 31, 2015 and 2014
Table of Contents
| F-3 | – F-5 | |||
| F-6 – F-7 | ||||
| F-8 | ||||
| F-9 | ||||
| F-10 –F-12 | ||||
| F-13 –F-14 | ||||
| F-15 –F-95 |
F-2
Report of Independent Registered Public Accounting Firm
To the Shareholders and Board of Directors of
Ultrapar Participações S.A.
Opinions on the consolidated Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheet of Ultrapar Participações S.A. (the Company) as of December 31, 2017, the related consolidated income statement, comprehensive income, changes in shareholders’ equity and cash flows for the year ended December 31, 2017, and the related notes. We also have audited the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of its operations and its cash flows for the year ended December 31, 2017, in conformity with International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company acquired Chevron Brasil Lubrificantes S.A. during 2017, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2017, Chevron Brasil Lubrificantes S.A.’ internal control over financial reporting associated with total assets of R$ 793,910 and total revenues of R$ 830,515 included in the consolidated financial statements of the Company as of and for the year ended December 31, 2017. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Chevron Brasil Lubrificantes S.A.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s annual report on internal control over financial reporting appearing under Item 15 of the Company’s Annual Report onForm 20-F. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ KPMG Auditores Independentes
We have served as the Company’s auditor since 2017.
São Paulo – SP
April 06, 2018
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Ultrapar Participações S.A.
São Paulo - SP - Paulo—SP—Brazil
We have audited the accompanying consolidated balance sheetssheet of Ultrapar Participações S.A. and subsidiaries (the “Company”) as of December 31, 2015 and 2014,2016, and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows for each of the threetwo years in the period ended December 31, 2015.2016. These financial statements are the responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board - Board—PCAOB (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of Ultrapar Participações S.A. and subsidiaries as of December 31, 2015 and 2014,2016, and the results of their operations and their cash flows for each of the threetwo years in the period ended December 31, 2015,2016, in conformity with International Financial Reporting Standards - Standards—IFRS, issued by the International Accounting Standards Board - Board—IASB.
We have also audited, in accordance with the standards of the PCAOB (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission - COSO, and our report, dated April 29, 2016, expressed an unqualified opinion on the Company’s internal control over financial reporting.
/S/s/ DELOITTE TOUCHE TOHMATSU
Auditores Independentes
São Paulo, Brazil
April 29, 201628, 2017
F-3
Ultrapar Participações S.A. and Subsidiaries
Balance Sheets
as of December 31, 20152017 and 20142016
(In thousands of Brazilian Reais)
Assets | Note | 2015 | 2014 | |||||||
Current assets | ||||||||||
Cash and cash equivalents | 4 | 2,702,893 | 2,827,369 | |||||||
Financial investments | 4 | 803,304 | 1,441,813 | |||||||
Trade receivables, net | 5 | 3,167,164 | 2,604,101 | |||||||
Inventories, net | 6 | 2,495,237 | 1,925,002 | |||||||
Recoverable taxes, net | 7 | 628,778 | 593,462 | |||||||
Dividends receivable | 2,710 | — | ||||||||
Other receivables | 29,787 | 43,342 | ||||||||
Prepaid expenses, net | 10 | 81,476 | 67,268 | |||||||
|
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|
| |||||||
Total current assets | 9,911,349 | 9,502,357 | ||||||||
Non-current assets | ||||||||||
Financial investments | 4 | 466,965 | 130,940 | |||||||
Trade receivables, net | 5 | 152,239 | 143,806 | |||||||
Related parties | 8.a | 490 | 10,858 | |||||||
Deferred income and social contribution taxes | 9.a | 558,993 | 462,573 | |||||||
Recoverable taxes, net | 7 | 135,449 | 75,404 | |||||||
Escrow deposits | 20.a | 740,835 | 696,835 | |||||||
Other receivables | 16,507 | 5,832 | ||||||||
Prepaid expenses, net | 10 | 146,664 | 131,228 | |||||||
|
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|
| |||||||
| 2,218,142 | 1,657,476 | |||||||||
Investments | ||||||||||
In joint-ventures | 11.a | 79,377 | 54,508 | |||||||
In associates | 11.b | 21,537 | 13,143 | |||||||
Other | 2,814 | 2,814 | ||||||||
Property, plant, and equipment, net | 12 | 5,438,895 | 5,091,971 | |||||||
Intangible assets, net | 13 | 3,293,935 | 3,158,113 | |||||||
|
|
|
| |||||||
| 8,836,558 | 8,320,549 | |||||||||
Total non-current assets | 11,054,700 | 9,978,025 | ||||||||
|
|
|
| |||||||
Total assets | 20,966,049 | 19,480,382 | ||||||||
|
|
|
| |||||||
Assets | Note | 2017 | 2016 | |||||||||
Current assets | ||||||||||||
Cash and cash equivalents | 4 | 5,002,004 | 4,274,158 | |||||||||
Financial investments and hedging instruments | 4 | 1,283,498 | 1,412,587 | |||||||||
Trade receivables and reseller financing, net | 5 | 4,337,118 | 3,502,322 | |||||||||
Inventories, net | 6 | 3,491,879 | 2,761,207 | |||||||||
Recoverable taxes, net | 7 | 881,584 | 541,772 | |||||||||
Dividends receivable | 11,137 | 8,616 | ||||||||||
Other receivables | 44,025 | 20,573 | ||||||||||
Trade receivables – insurer’s indemnification | 33 | — | 366,678 | |||||||||
Prepaid expenses, net | 10 | 150,046 | 123,883 | |||||||||
|
|
|
| |||||||||
Total current assets | 15,201,291 | 13,011,796 | ||||||||||
Non-current assets | ||||||||||||
Financial investments and hedging instruments | 4 | 84,426 | 15,104 | |||||||||
Trade receivables and reseller financing, net | 5 | 329,991 | 227,085 | |||||||||
Related parties | 8.a | 490 | 490 | |||||||||
Deferred income and social contribution taxes | 9.a | 545,611 | 417,344 | |||||||||
Recoverable taxes, net | 7 | 313,242 | 182,617 | |||||||||
Escrow deposits | 20.a | 822,660 | 778,770 | |||||||||
Indemnity asset – business combination | 20.c | 202,352 | — | |||||||||
Other receivables | 7,918 | 2,678 | ||||||||||
Prepaid expenses, net | 10 | 346,886 | 222,518 | |||||||||
|
|
|
| |||||||||
Total long term assets | 2,653,576 | 1,846,606 | ||||||||||
Investments | ||||||||||||
In joint-ventures | 11.a | 122,061 | 116,142 | |||||||||
In associates | 11.b | 25,341 | 22,731 | |||||||||
Other | 2,792 | 2,814 | ||||||||||
Property, plant, and equipment, net | 12 | 6,607,788 | 5,787,982 | |||||||||
Intangible assets, net | 13 | 3,727,473 | 3,371,599 | |||||||||
|
|
|
| |||||||||
| 10,485,455 | 9,301,268 | |||||||||||
Totalnon-current assets | 13,139,031 | 11,147,874 | ||||||||||
|
|
|
| |||||||||
Total assets | 28,340,322 | 24,159,670 | ||||||||||
|
|
|
| |||||||||
The accompanying notes are an integral part of the financial statements.
F-4
Ultrapar Participações S.A. and Subsidiaries
Balance Sheets
as of December 31, 20152017 and 20142016
(In thousands of Brazilian Reais)
Liabilities | Note | 2015 | 2014 | Note | 2017 | 2016 | ||||||||||||||||
Current liabilities | ||||||||||||||||||||||
Loans | 14 | 1,048,098 | 2,554,730 | |||||||||||||||||||
Loans and hedging instruments | 14 | 1,819,766 | 1,821,398 | |||||||||||||||||||
Debentures | 14.g | 47,372 | 884,900 | 14.g | 1,681,199 | 651,591 | ||||||||||||||||
Finance leases | 14.i | 2,385 | 2,734 | 14.i | 2,710 | 2,615 | ||||||||||||||||
Trade payables | 15 | 1,460,532 | 1,279,502 | 15 | 2,155,498 | 1,709,653 | ||||||||||||||||
Salaries and related charges | 16 | 404,313 | 294,579 | 16 | 388,118 | 362,718 | ||||||||||||||||
Taxes payable | 17 | 168,804 | 138,835 | 17 | 225,829 | 171,033 | ||||||||||||||||
Dividends payable | 22.g | 298,791 | 218,375 | 23.h | 338,845 | 320,883 | ||||||||||||||||
Income and social contribution taxes payable | 216,883 | 134,399 | 86,836 | 139,981 | ||||||||||||||||||
Post-employment benefits | 18.b | 13,747 | 11,419 | 18.b | 30,059 | 24,940 | ||||||||||||||||
Provision for asset retirement obligation | 19 | 5,232 | 4,598 | 19 | 4,799 | 4,563 | ||||||||||||||||
Provision for tax, civil, and labor risks | 20.a | 45,322 | 64,169 | 20.a | 64,550 | 52,694 | ||||||||||||||||
Trade payables – customers and third parties’ indemnification | 33 | 72,216 | 99,863 | |||||||||||||||||||
Other payables | 97,492 | 80,392 | 125,150 | 102,714 | ||||||||||||||||||
Deferred revenue | 21 | 24,420 | 23,450 | 21 | 18,413 | 22,300 | ||||||||||||||||
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|
|
| |||||||||||||||||||
Total current liabilities | 3,833,391 | 5,692,082 | 7,013,988 | 5,486,946 | ||||||||||||||||||
Non-current liabilities | ||||||||||||||||||||||
Loans | 14 | 5,561,401 | 3,489,586 | |||||||||||||||||||
Loans and hedging instruments | 14 | 6,113,545 | 6,800,135 | |||||||||||||||||||
Debentures | 14.g | 2,198,843 | 1,398,952 | 14.g | 3,927,569 | 2,095,290 | ||||||||||||||||
Finance leases | 14.i | 43,509 | 44,310 | 14.i | 45,805 | 46,101 | ||||||||||||||||
Related parties | 8.a | 4,372 | 4,372 | 8.a | 4,185 | 4,272 | ||||||||||||||||
Subscription warrants – indemnification | 3.a | 112,233 | 92,072 | |||||||||||||||||||
Deferred income and social contribution taxes | 9.a | 266,004 | 152,847 | 9.a | 38,524 | 7,645 | ||||||||||||||||
Provision for tax, civil, and labor risks | 20.a | 684,660 | 623,272 | |||||||||||||||||||
Post-employment benefits | 18.b | 112,848 | 108,372 | 18.b | 207,464 | 119,811 | ||||||||||||||||
Provision for asset retirement obligation | 19 | 69,484 | 66,204 | 19 | 59,975 | 73,001 | ||||||||||||||||
Provision for tax, civil, and labor risks | 20.a; 20.c | 861,246 | 727,088 | |||||||||||||||||||
Deferred revenue | 21 | 12,896 | 12,510 | |||||||||||||||||||
Subscription warrants – indemnification | 22 | 171,459 | 153,429 | |||||||||||||||||||
Other payables | 94,139 | 74,009 | 162,834 | 74,884 | ||||||||||||||||||
Deferred revenue | 21 | 11,036 | 7,709 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total non-current liabilities | 9,158,529 | 6,061,705 | 11,605,502 | 10,114,166 | ||||||||||||||||||
Shareholders’ equity | ||||||||||||||||||||||
Share capital | 22.a | 3,838,686 | 3,838,686 | 23.a; 23.f | 5,171,752 | 3,838,686 | ||||||||||||||||
Equity instrument granted | 23.b | 536 | — | |||||||||||||||||||
Capital reserve | 22.c | 546,607 | 547,462 | 23.d | 549,778 | 552,038 | ||||||||||||||||
Revaluation reserve | 22.d | 5,590 | 5,848 | |||||||||||||||||||
Treasury shares | 23.c | (482,260 | ) | (483,879 | ) | |||||||||||||||||
Revaluation reserve on subsidiaries | 23.e | 4,930 | 5,339 | |||||||||||||||||||
Profit reserves | 22.e | 3,801,999 | 3,169,704 | 23.f | 3,760,079 | 4,466,392 | ||||||||||||||||
Treasury shares | 22.b | (490,881 | ) | (103,018 | ) | |||||||||||||||||
Additional dividends to the minimum mandatory dividends | 22.g | 157,162 | 188,976 | |||||||||||||||||||
Valuation adjustments | 2.c; 2.o; 22.f | 18,953 | 7,149 | | 2.c; 2.o; 23.g | | 159,643 | (23,987 | ) | |||||||||||||
Cumulative translation adjustments | 2.c; 2.r; 22.f | 66,925 | 43,192 | 2.c; 2.r; 23.g | 53,061 | 7,519 | ||||||||||||||||
Additional dividends to the minimum mandatory dividends | 23.h | 163,742 | 165,515 | |||||||||||||||||||
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|
|
| |||||||||||||||||||
Shareholders’ equity attributable to: | ||||||||||||||||||||||
Shareholders of the Company | 7,945,041 | 7,697,999 | 9,381,261 | 8,527,623 | ||||||||||||||||||
Non-controlling interests in subsidiaries | 29,088 | 28,596 | 339,571 | 30,935 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total shareholders’ equity | 7,974,129 | 7,726,595 | 9,720,832 | 8,558,558 | ||||||||||||||||||
|
|
|
| |||||||||||||||||||
Total liabilities and shareholders’ equity | 20,966,049 | 19,480,382 | 28,340,322 | 24,159,670 | ||||||||||||||||||
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| |||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
F-5
Ultrapar Participações S.A. and Subsidiaries
Income Statements
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais, except earnings per share)
| Note | 2015 | 2014 | 2013 | Note | 2017 | 2016 | 2015 | |||||||||||||||||||||||
Net revenue from sales and services | 23 | 75,655,274 | 67,736,298 | 60,940,246 | 24 | 80,007,422 | 77,352,955 | 75,655,274 | ||||||||||||||||||||||
Cost of products and services sold | 24 | (68,933,702 | ) | (62,304,631 | ) | (56,165,382 | ) | 25 | (72,735,781 | ) | (70,342,723 | ) | (68,933,702 | ) | ||||||||||||||||
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|
|
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| |||||||||||||||||||||||||
Gross profit | 6,721,572 | 5,431,667 | 4,774,864 | 7,271,641 | 7,010,232 | 6,721,572 | ||||||||||||||||||||||||
Operating income (expenses) | ||||||||||||||||||||||||||||||
Selling and marketing | 24 | (2,516,561 | ) | (2,158,659 | ) | (1,756,376 | ) | 25 | (2,885,311 | ) | (2,651,501 | ) | (2,516,561 | ) | ||||||||||||||||
General and administrative | 24 | (1,321,341 | ) | (1,130,303 | ) | (1,012,316 | ) | 25 | (1,576,528 | ) | (1,445,859 | ) | (1,321,341 | ) | ||||||||||||||||
Gain on disposal of property, plant and equipment and intangibles | 25 | 27,276 | 36,978 | 40,280 | ||||||||||||||||||||||||||
Gain (loss) on disposal of property, plant and equipment and intangibles | 26 | (2,242 | ) | (6,134 | ) | 27,276 | ||||||||||||||||||||||||
Other operating income, net | 26 | 50,584 | 106,914 | 97,581 | 27 | 59,360 | 198,972 | 50,584 | ||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit of joint ventures and associates | 2,961,530 | 2,286,597 | 2,144,033 | |||||||||||||||||||||||||||
Operating income before financial income (expenses) and share of profit (loss) of joint ventures and associates | 2,866,920 | 3,105,710 | 2,961,530 | |||||||||||||||||||||||||||
Financial income | 27 | 426,429 | 366,009 | 240,562 | 28 | 585,101 | 513,243 | 426,429 | ||||||||||||||||||||||
Financial expenses | 27 | (1,129,767 | ) | (811,416 | ) | (578,167 | ) | 28 | (1,059,397 | ) | (1,355,819 | ) | (1,129,767 | ) | ||||||||||||||||
|
|
| ||||||||||||||||||||||||||||
Financial result, net | (474,296 | ) | (842,576 | ) | (703,338 | ) | ||||||||||||||||||||||||
Share of profit (loss) of joint ventures and associates | 11 | (10,884 | ) | (16,489 | ) | (4,993 | ) | 11 | 20,673 | 7,476 | (10,884 | ) | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||
Income before income and social contribution taxes | 2,247,308 | 1,824,701 | 1,801,435 | 2,413,297 | 2,270,610 | 2,247,308 | ||||||||||||||||||||||||
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|
|
| |||||||||||||||||||||||||
Income and social contribution taxes | ||||||||||||||||||||||||||||||
Current | 9.b | (801,959 | ) | (615,148 | ) | (534,481 | ) | 9.b; 9c | (922,458 | ) | (800,497 | ) | (719,523 | ) | ||||||||||||||||
Deferred | 9.b | (14,813 | ) | (21,745 | ) | (90,996 | ) | 9.b | 83,029 | 100,505 | (14,813 | ) | ||||||||||||||||||
Tax incentives | 9.b; 9.c | 82,436 | 63,405 | 52,755 | ||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||
| (734,336 | ) | (573,488 | ) | (572,722 | ) | (839,429 | ) | (699,992 | ) | (734,336 | ) | |||||||||||||||||||
Net income for the year | 1,512,972 | 1,251,213 | 1,228,713 | 1,573,868 | 1,570,618 | 1,512,972 | ||||||||||||||||||||||||
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|
|
|
|
| |||||||||||||||||||||||||
Net income for the year attributable to: | ||||||||||||||||||||||||||||||
Shareholders of the Company | 1,503,466 | 1,241,563 | 1,225,143 | 1,574,306 | 1,561,585 | 1,503,466 | ||||||||||||||||||||||||
Non-controlling interests in subsidiaries | 9,506 | 9,650 | 3,570 | (438 | ) | 9,033 | 9,506 | |||||||||||||||||||||||
Earnings per share (based on weighted average number of shares outstanding) – R$ | ||||||||||||||||||||||||||||||
Basic | 28 | 2.7649 | 2.2753 | 2.2938 | 29 | 2.9056 | 2.8844 | 2.7649 | ||||||||||||||||||||||
Diluted | 28 | 2.7433 | 2.2592 | 2.2840 | 29 | 2.8847 | 2.8626 | 2.7433 | ||||||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
F-6
Ultrapar Participações S.A. and Subsidiaries
Statements of Comprehensive Income
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais)
| Note | 2015 | 2014 | 2013 | |||||||||||
Net income for the year attributable to shareholders of the Company | 1,503,466 | 1,241,563 | 1,225,143 | |||||||||||
Net income for the year attributable to non-controlling interests in subsidiaries | 9,506 | 9,650 | 3,570 | |||||||||||
|
|
|
|
|
| |||||||||
Net income for the year | 1,512,972 | 1,251,213 | 1,228,713 | |||||||||||
|
|
|
|
|
| |||||||||
Items that are subsequently reclassified to profit or loss: | ||||||||||||||
Fair value adjustments of financial instruments | 2.c; 22.f | 7,733 | 46 | (18 | ) | |||||||||
Cumulative translation adjustments, net of hedge of net investments | 2.c; 2.r; 22.f | 23,733 | 5,116 | 25,455 | ||||||||||
Items that are not subsequently reclassified to profit or loss: | ||||||||||||||
Actuarial gains of post-employment benefits | 2.o; 22.f | 4,071 | 1,675 | 18,063 | ||||||||||
|
|
|
|
|
| |||||||||
Total comprehensive income for the year | 1,548,509 | 1,258,050 | 1,272,213 | |||||||||||
|
|
|
|
|
| |||||||||
Total comprehensive income for the year attributable to shareholders | 1,539,003 | 1,248,400 | 1,268,641 | |||||||||||
Total comprehensive income for the year attributable to non-controlling interest in subsidiaries | 9,506 | 9,650 | 3,572 | |||||||||||
| Note | 2017 | 2016 | 2015 | |||||||||||||
Net income for the year attributable to shareholders of the Company | 1,574,306 | 1,561,585 | 1,503,466 | |||||||||||||
Net income for the year attributable tonon-controlling interests in subsidiaries | (438 | ) | 9,033 | 9,506 | ||||||||||||
|
|
|
|
|
| |||||||||||
Net income for the year | 1,573,868 | 1,570,618 | 1,512,972 | |||||||||||||
|
|
|
|
|
| |||||||||||
Items that are subsequently reclassified to profit or loss: | ||||||||||||||||
Fair value adjustments of financial instruments of subsidiaries, net | 2.c; 23.g | (4,016 | ) | (33,653 | ) | 11,042 | ||||||||||
Fair value adjustments of financial instruments of joint ventures, net | 2.c; 23.g | 3,535 | (1,014 | ) | (3,309 | ) | ||||||||||
Cumulative translation adjustments, net of hedge of net investments in foreign operations and income and social contribution taxes | 2.c; 2.r; 23.g | 45,542 | (59,406 | ) | 23,733 | |||||||||||
Items that are not subsequently reclassified to profit or loss: | ||||||||||||||||
Actuarial gains (losses) of post-employment benefits of subsidiaries, net | 2.o; 23.g | (23,856 | ) | (8,647 | ) | 4,071 | ||||||||||
Actuarial gains (losses) of post-employment benefits of joint ventures, net | 2.o; 23.g | 544 | 374 | — | ||||||||||||
|
|
|
|
|
| |||||||||||
Total comprehensive income for the year | 1,595,617 | 1,468,272 | 1,548,509 | |||||||||||||
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|
|
|
|
| |||||||||||
Total comprehensive income for the year attributable to shareholders of the Company | 1,601,290 | 1,459,239 | 1,539,003 | |||||||||||||
Total comprehensive income for the year attributable tonon-controlling interest in subsidiaries | (5,673 | ) | 9,033 | 9,506 | ||||||||||||
The accompanying notes are an integral part of the financial statements.
F-7
Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais, except dividends per share)Reais)
| Profit reserve | Cumulative other comprehensive income | Shareholders’ equity attributable to: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Capital reserve | Revaluation reserve of subsidiaries | Legal reserve | Investments statutory reserve | Retention of profits | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Treasury shares | Additional dividends to the minimum mandatory dividends | Shareholders of the Company | Non-controlling interests in subsidiaries | Consolidated shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31,2012 | 3,696,773 | 20,246 | 6,713 | 273,842 | 617,641 | 1,333,066 | (12,615 | ) | 12,621 | — | (114,885 | ) | 147,195 | 5,980,597 | 25,481 | 6,006,078 | ||||||||||||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | — | — | 1,225,143 | — | — | 1,225,143 | 3,570 | 1,228,713 | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of available for sale financial instruments | 2.c; 20.f | — | — | — | — | — | — | (18 | ) | — | — | — | — | (18 | ) | — | (18 | ) | ||||||||||||||||||||||||||||||||||||||||
Actuarial gains of post-employment benefits, net | 2.o; 20.f | — | — | — | — | — | — | 18,061 | — | — | — | — | 18,061 | 2 | 18,063 | |||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries | 2.r; 20.f | — | — | — | — | — | — | — | 25,455 | — | — | — | 25,455 | — | 25,455 | |||||||||||||||||||||||||||||||||||||||||||
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Total comprehensive income for the year | — | — | — | — | — | — | 18,043 | 25,455 | 1,225,143 | — | — | 1,268,641 | 3,572 | 1,272,213 | ||||||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries | 20.d | — | — | (606 | ) | — | — | — | — | — | 606 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 20.d | — | — | — | — | — | — | — | — | (139 | ) | — | — | (139 | ) | — | (139 | ) | ||||||||||||||||||||||||||||||||||||||||
Transfer to investments reserve | — | — | — | — | 467 | — | — | — | (467 | ) | — | — | | — | | — | — | |||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders’ Meeting | 20.g | — | — | — | — | — | — | — | — | — | — | (147,195 | ) | (147,195 | ) | — | (147,195 | ) | ||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable to non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (4,295 | ) | (4,295 | ) | ||||||||||||||||||||||||||||||||||||||||||
Prescribed dividends of non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | 4,097 | 4,097 | ||||||||||||||||||||||||||||||||||||||||||||
Proposed dividends of non-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (1,930 | ) | (1,930 | ) | ||||||||||||||||||||||||||||||||||||||||||
Allocation of net income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | 20.e;20.g | — | — | — | 61,257 | — | — | — | — | (61,257 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Interim dividends (R$ 0.66 per share of the Company) | 20.g | — | — | — | — | — | — | — | — | (354,032 | ) | — | — | (354,032 | ) | — | (354,032 | ) | ||||||||||||||||||||||||||||||||||||||||
Proposed dividends (R$ 0.71 per share of the Company) | 20.g | — | — | — | — | — | — | | — | | — | (389,495 | ) | — | 161,584 | (227,911 | ) | — | (227,911 | ) | ||||||||||||||||||||||||||||||||||||||
Retention of profits | 20.e;20.g | — | — | — | — | 420,359 | — | — | — | (420,359 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
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Balance as of December 31, 2013 | 3,696,773 | 20,246 | 6,107 | 335,099 | 1,038,467 | 1,333,066 | 5,428 | 38,076 | — | (114,885 | ) | 161,584 | 6,519,961 | 26,925 | 6,546,886 | |||||||||||||||||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
| Profit reserves | Shareholders’ equity attributable to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Capital reserve | Revaluation reserve on subsidiaries | Legal reserve | Investments statutory reserve | Retention of profits | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Treasury shares | Additional dividends to the minimum mandatory dividends | Shareholders of the Company | Non-controlling interests in subsidiaries | Consolidated shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of December, 31 2014 | 3,838,686 | 547,462 | 5,848 | 397,177 | 1,439,461 | 1,333,066 | 7,149 | 43,192 | — | (103,018 | ) | 188,976 | 7,697,999 | 28,596 | 7,726,595 | |||||||||||||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | — | — | 1,503,466 | — | — | 1,503,466 | 9,506 | 1,512,972 | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of financial instruments, net of income taxes | 2.c; 23.g | — | — | — | — | — | — | 7,733 | — | — | — | — | 7,733 | — | 7,733 | |||||||||||||||||||||||||||||||||||||||||||
Actuarial gains of post-employment benefits, net of income taxes | 2.o; 23.g | — | — | — | — | — | — | 4,071 | — | — | — | — | 4,071 | — | 4,071 | |||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries, including the effect of net investments hedge | 2.c; 2.r; 23.g | — | — | — | — | — | — | — | 23,733 | — | — | — | 23,733 | — | 23,733 | |||||||||||||||||||||||||||||||||||||||||||
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| |||||||||||||||||||||||||||||||
Total comprehensive income for the year | — | — | — | — | — | — | 11,804 | 23,733 | 1,503,466 | — | — | 1,539,003 | 9,506 | 1,548,509 | ||||||||||||||||||||||||||||||||||||||||||||
Acquisition of own shares to be held in treasury | 23.c | — | (855 | ) | — | — | — | — | — | — | — | (387,863 | ) | — | (388,718 | ) | — | (388,718 | ) | |||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries | 23.e | — | — | (258 | ) | — | — | — | — | — | 258 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 23.e | — | — | — | — | — | — | — | — | (120 | ) | — | — | (120 | ) | — | (120 | ) | ||||||||||||||||||||||||||||||||||||||||
Transfer to investments reserve | — | — | — | — | 138 | — | — | — | (138 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends attributable tonon-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (2,757 | ) | (2,757 | ) | ||||||||||||||||||||||||||||||||||||||||||
Acquisition ofnon-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (9 | ) | (9 | ) | ||||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable tonon-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (6,248 | ) | (6,248 | ) | ||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders’ Meeting | 23.h | — | — | — | — | — | — | — | — | — | — | (188,976 | ) | (188,976 | ) | — | (188,976 | ) | ||||||||||||||||||||||||||||||||||||||||
Allocation of net income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | 23.f; 23.h | — | — | — | 75,173 | — | — | — | — | (75,173 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Interim dividends (R$ 0.80 per share of the Company) | 23.h | — | — | — | — | — | — | — | — | (436,842 | ) | — | — | (436,842 | ) | — | (436,842 | ) | ||||||||||||||||||||||||||||||||||||||||
Proposed dividends (R$ 0.80 per share of the Company) | 23.h | — | — | — | — | — | — | — | — | (434,467 | ) | — | 157,162 | (277,305 | ) | — | (277,305 | ) | ||||||||||||||||||||||||||||||||||||||||
Retention of profits | 23.f; 23.h | — | — | — | — | 556,984 | — | — | — | (556,984 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
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Balance as of December, 31 2015 | 3,838,686 | 546,607 | 5,590 | 472,350 | 1,996,583 | 1,333,066 | 18,953 | 66,925 | — | (490,881 | ) | 157,162 | 7,945,041 | 29,088 | 7,974,129 | |||||||||||||||||||||||||||||||||||||||||||
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F-8The accompanying notes are an integral part of the financial statements.
Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais, except dividends per share)Reais)
| Profit reserve | Cumulative other comprehensive income | Shareholders’ equity attributable to: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Capital reserve | Revaluation reserve of subsidiaries | Legal reserve | Investments statutory reserve | Retained earnings reserve | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Treasury shares | Additional dividends to the minimum mandatory dividends | Shareholders of the Company | Non–controlling interests in subsidiaries | Consolidated shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||
Balance as of December, 31 2013 | 3,696,773 | 20,246 | 6,107 | 335,099 | 1,038,467 | 1,333,066 | 5,428 | 38,076 | — | (114,885) | 161,584 | 6,519,961 | 26,925 | 6,546,886 | ||||||||||||||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | — | — | 1,241,563 | — | — | 1,241,563 | 9,650 | 1,251,213 | ||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of financial instruments | 2.c; 22.f | — | — | — | — | — | — | 46 | — | — | — | — | 46 | — | 46 | |||||||||||||||||||||||||||||||||||||||||||
Actuarial gains of post–employment benefits, net | 2.o; 22.f | — | — | — | — | — | — | 1,675 | — | — | — | — | 1,675 | — | 1,675 | |||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries | 2.c, 2.r; 22.f | — | — | — | — | — | — | — | 5,116 | — | — | — | 5,116 | — | 5,116 | |||||||||||||||||||||||||||||||||||||||||||
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Total comprehensive income for the year | — | — | — | — | — | — | 1,721 | 5,116 | 1,241,563 | — | — | 1,248,400 | 9,650 | 1,258,050 | ||||||||||||||||||||||||||||||||||||||||||||
Increase in share capital | 3.a; 22.a | 141,913 | — | — | — | — | — | — | — | — | — | — | 141,913 | — | 141,913 | |||||||||||||||||||||||||||||||||||||||||||
Capital surplus on subscription of shares | 3.a; 22.c | — | 498,812 | — | — | — | — | — | — | — | — | — | 498,812 | — | 498,812 | |||||||||||||||||||||||||||||||||||||||||||
Share issue costs | 22.c | — | (2,260 | ) | — | — | — | — | — | — | — | — | — | (2,260) | — | (2,260 | ) | |||||||||||||||||||||||||||||||||||||||||
Sale of treasury shares | — | 30,664 | — | — | — | — | — | — | — | 11,867 | — | 42,531 | — | 42,531 | ||||||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries | 22.d | — | — | (259 | ) | — | — | — | — | — | 259 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 22.d |
| — |
| — | — | — | — | — | — | — | (32) | — | — | (32) | — | (32 | ) | ||||||||||||||||||||||||||||||||||||||||
Transfer to investments reserve | — | — | — | — | 227 | — | — | — | (227) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Dividends attributable to non–controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (2,714 | ) | (2,714 | ) | ||||||||||||||||||||||||||||||||||||||||||
Acquisition of non–controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (106 | ) | (106 | ) | ||||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable to non–controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (5,159 | ) | (5,159 | ) | ||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders’ Meeting | 22.g | — | — | — | — | — | — | — | — | — | — | (161,584) | (161,584) | — | (161,584 | ) | ||||||||||||||||||||||||||||||||||||||||||
Allocation of net income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | 22.e; 22.g | — | — | — | 62,078 | — | — | — | — | (62,078) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Interim dividends (R$ 0.71 per share of the Company) | 22.g | — | — | — | — | — | — | — | — | (389,554) | — | — | (389,554) | — | (389,554 | ) | ||||||||||||||||||||||||||||||||||||||||||
Proposed dividends (R$ 0.71 per share of the Company) | 22.g | — | — | — | — | — | — | — | — | (389,164) | — | 188,976 | (200,188) | — | (200,188 | ) | ||||||||||||||||||||||||||||||||||||||||||
Retention of profits | 22.e; 22.g | — | — | — | — | 400,767 | — | �� | — | (400,767) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
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Balance as of December, 31 2014 | 3,838,686 | 547,462 | 5,848 | 397,177 | 1,439,461 | 1,333,066 | 7,149 | 43,192 | — | (103,018) | 188,976 | 7,697,999 | 28,596 | 7,726,595 | ||||||||||||||||||||||||||||||||||||||||||||
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| Profit reserve | Shareholders’ equity attributable to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Capital reserve | Treasury shares | Revaluation reserve on subsidiaries | Legal reserve | Investments statutory reserve | Retention of profits | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Additional dividends to the minimum mandatory dividends | Shareholders of the Company | Non-controlling interests in subsidiaries | Consolidated shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2015 | 3,838,686 | 546,607 | (490,881 | ) | 5,590 | 472,350 | 1,996,583 | 1,333,066 | 18,953 | 66,925 | — | 157,162 | 7,945,041 | 29,088 | 7,974,129 | |||||||||||||||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | — | — | — | 1,561,585 | — | 1,561,585 | 9,033 | 1,570,618 | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of available for sale, net of income taxes | 2.c; 23.g | — | — | — | — | — | — | — | (34,667 | ) | — | — | — | (34,667 | ) | — | (34,667 | ) | ||||||||||||||||||||||||||||||||||||||||||
Actuarial losses of post-employment benefits, net of income taxes | 2.o; 23.g | — | — | — | — | — | — | — | (8,273 | ) | — | — | — | (8,273 | ) | — | (8,273 | ) | ||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries, including the effect of net investments hedge | 2.c;2.r; 23.g | — | — | — | — | — | — | — | — | (59,406 | ) | — | — | (59,406 | ) | — | (59,406 | ) | ||||||||||||||||||||||||||||||||||||||||||
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Total comprehensive income for the year | — | — | — | — | — | — | — | (42,940 | ) | (59,406 | ) | 1,561,585 | — | 1,459,239 | 9,033 | 1,468,272 | ||||||||||||||||||||||||||||||||||||||||||||
Sale of treasury shares | 8.c; 23.c | — | 5,431 | 7,002 | — | — | — | — | — | — | — | — | 12,433 | — | 12,433 | |||||||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries | 23.e | — | — | — | (251 | ) | — | — | — | — | — | 251 | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 23.e | — | — | — | — | — | — | — | — | — | (42 | ) | — | (42 | ) | — | (42 | ) | ||||||||||||||||||||||||||||||||||||||||||
Expired dividends | — | — | — | — | — | — | — | — | — | 9,868 | — | 9,868 | — | 9,868 | ||||||||||||||||||||||||||||||||||||||||||||||
Transfer to investments reserve | — | — | — | — | — | 10,077 | — | — | — | (10,077 | ) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable tonon-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (7,186 | ) | (7,186 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders’ Meeting | 23.h | — | — | — | — | — | — | — | — | — | — | (157,162 | ) | (157,162 | ) | — | (157,162 | ) | ||||||||||||||||||||||||||||||||||||||||||
Allocation of net income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | 23.f;23.h | — | — | — | — | 78,078 | — | — | — | — | (78,078 | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Interim dividends (R$ 0.80 per share of the Company) | 23.h | — | — | — | — | — | — | — | — | — | (434,619 | ) | — | (434,619 | ) | — | (434,619 | ) | ||||||||||||||||||||||||||||||||||||||||||
Proposed dividends (R$ 0.87 per share of the Company) | 23.h | — | — | — | — | — | — | — | — | — | (472,650 | ) | 165,515 | (307,135 | ) | — | (307,135 | ) | ||||||||||||||||||||||||||||||||||||||||||
Retention of profits | 23.f;23.h | — | — | — | — | — | 576,238 | — | — | — | (576,238 | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
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Balance as of December 31, 2016 | 3,838,686 | 552,038 | (483,879 | ) | 5,339 | 550,428 | 2,582,898 | 1,333,066 | (23,987 | ) | 7,519 | — | 165,515 | 8,527,623 | 30,935 | 8,558,558 | ||||||||||||||||||||||||||||||||||||||||||||
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F-9
The accompanying notes are an integral part of the financial statements.
Ultrapar Participações S.A. and Subsidiaries
Statements of Changes in Shareholders’ Equity
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais, except dividends per share)Reais)
| Profit reserve | Cumulative other comprehensive income | Shareholders’ equity attributable to: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Capital reserve | Revaluation reserve on subsidiaries | Legal Reserve | Investments statutory reserve | Retained earnings reserve | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Treasury shares | Additional dividends to the minimum mandatory dividends | Shareholders of the Company | Non–controlling interests in subsidiaries | Consolidated shareholders’ equity | ||||||||||||||||||||||||||||||||||||||||||||||
Balanceas of December, 312014 | 3,838,686 | 547,462 | 5,848 | 397,177 | 1,439,461 | 1,333,066 | 7,149 | 43,192 | — | (103,018 | ) | 188,976 | 7,697,999 | 28,596 | 7,726,595 | |||||||||||||||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | — | — | 1,503,466 | — | — | 1,503,466 | 9,506 | 1,512,972 | ||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of financial instruments | 2.c; 22.f | — | — | — | — | — | — | 7,733 | — | — | — | — | 7,733 | — | 7,733 | |||||||||||||||||||||||||||||||||||||||||||||
Actuarial gains of post–employment benefits, net | 2.o; 22.f | — | — | — | — | — | — | 4,071 | — | — | — | — | 4,071 | — | 4,071 | |||||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries hedge of net investments in foreign operation | 2.c; 2.r; 22.f | — | — | — | — | — | — | — | 23,733 | — | — | — | 23,733 | — | 23,733 | |||||||||||||||||||||||||||||||||||||||||||||
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Total comprehensive income for the year | — | — | — | — | — | — | 11,804 | 23,733 | 1,503,466 | — | — | 1,539,003 | 9,506 | 1,548,509 | ||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of own shares to held in treasury | 22.b | — | (855 | ) | — | — | — | — | — | — | — | (387,863 | ) | — | (388,718 | ) | — | (388,718 | ) | |||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries | 22.d | — | — | (258 | ) | — | — | — | — | — | 258 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 22.d | — | — | — | — | — | — | — | — | (120 | ) | — | — | (120 | ) | — | (120 | ) | ||||||||||||||||||||||||||||||||||||||||||
Transfer to investments reserve | — | — | — | — | 138 | — | — | — | (138 | ) | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Dividends attributable to non–controlling interests | — | — | — |
| — |
| — | — | — | — | — | — | — | — | (2,757 | ) | (2,757 | ) | ||||||||||||||||||||||||||||||||||||||||||
Acquisition of non–controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (9 | ) | (9 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable to non–controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | (6,248 | ) | (6,248 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders’ Meeting | 22.g | — | — | — | — | — | — | — | — | — | — | (188,976 | ) | (188,976 | ) | — | (188,976 | ) | ||||||||||||||||||||||||||||||||||||||||||
Allocation of net income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | 22.e; 22.g | — | — | — | 75,173 | — | — | — | — | (75,173 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Interim dividends (R$ 0.80 per share of the Company) | 22.g | — | — | — | — | — | — | — | — | (436,842 | ) | — | — | (436,842 | ) | — | (436,842 | ) | ||||||||||||||||||||||||||||||||||||||||||
Proposed dividends (R$ 0.80 per share of the Company) | 22.g | — | — | — | — | — | — | — | — | (434,467 | ) | — | 157,162 | (277,305 | ) | — | (277,305 | ) | ||||||||||||||||||||||||||||||||||||||||||
Retention of profits | 22.e; 22.g | — | — | — | — | 556,984 | — | — | — | (556,984 | ) | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
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Balanceas of December, 312015 | 3,838,686 | 546,607 | 5,590 | 472,350 | 1,996,583 | 1,333,066 | 18,953 | 66,925 | — | (490,881 | ) | 157,162 | 7,945,041 | 29,088 | 7,974,129 | |||||||||||||||||||||||||||||||||||||||||||||
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| Profit reserve | Shareholders’ equity attributable to: | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve on subsidiaries | Legal reserve | Investments statutory reserve | Retention of profits | Valuation adjustments | Cumulative translation adjustments | Retained earnings | Additional dividends to the minimum mandatory dividends | Shareholders of the Company | Non-controlling interests in subsidiaries | Consolidated shareholders’ equity | |||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2016 | 3,838,686 | — | 552,038 | (483,879 | ) | 5,339 | 550,428 | 2,582,898 | 1,333,066 | (23,987 | ) | 7,519 | — | 165,515 | 8,527,623 | 30,935 | 8,558,558 | |||||||||||||||||||||||||||||||||||||||||||||||
Net income for the year | — | — | — | — | — | — | — | — | — | — | 1,574,306 | — | 1,574,306 | (438 | ) | 1,573,868 | ||||||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value adjustments of available for sale, net of income taxes | 2.c; 23.g | — | — | — | — | — | — | — | — | (481 | ) | — | — | — | (481 | ) | — | (481 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Actuarial losses of post-employment benefits, net of income taxes | 2.o; 23.g | — | — | — | — | — | — | — | — | (18,077 | ) | — | — | — | (18,077 | ) | (5,235 | ) | (23,312 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Currency translation of foreign subsidiaries, including the effect of net investments hedge | | 2.c;2.r; 23.g | | — | — | — | — | — | — | — | — | — | 45,542 | — | — | 45,542 | — | 45,542 | ||||||||||||||||||||||||||||||||||||||||||||||
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Total comprehensive income for the year | — | — | — | — | — | — | — | — | (18,558 | ) | 45,542 | 1,574,306 | — | 1,601,290 | (5,673 | ) | 1,595,617 | |||||||||||||||||||||||||||||||||||||||||||||||
Capital increase with reserves | 23.f | 1,333,066 | — | — | — | — | — | — | (1,333,066 | ) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Equity instrument granted | 23.b | — | 536 | — | — | — | — | — | — | — | — | — | — | 536 | — | 536 | ||||||||||||||||||||||||||||||||||||||||||||||||
Sale of treasury shares | 8.c; 23.c | — | — | 3,114 | 3,685 | — | — | — | — | — | — | — | — | 6,799 | — | 6,799 | ||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of treasury shares | 8.c; 23.c | — | — | (5,374 | ) | (2,066 | ) | — | — | — | — | — | — | — | — | (7,440 | ) | — | (7,440 | ) | ||||||||||||||||||||||||||||||||||||||||||||
Realization of revaluation reserve of subsidiaries | 23.e | — | — | — | — | (409 | ) | — | — | — | — | — | 409 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Income and social contribution taxes on realization of revaluation reserve of subsidiaries | 23.e | — | — | — | — | — | — | — | — | — | — | (96 | ) | — | (96 | ) | — | (96 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Expired dividends | — | — | — | — | — | — | — | — | — | — | 3,029 | — | 3,029 | — | 3,029 | |||||||||||||||||||||||||||||||||||||||||||||||||
Transfer to investments reserve | — | — | — | — | — | — | 3,342 | — | — | — | (3,342 | ) | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Additional dividends attributable tonon-controlling interests | — | — | — | — | — | — | — | — | — | — | — | — | — | (8,730 | ) | (8,730 | ) | |||||||||||||||||||||||||||||||||||||||||||||||
Approval of additional dividends by the Shareholders’ Meeting | 23.h | — | — | — | — | — | — | — | — | — | — | — | (165,515 | ) | (165,515 | ) | — | (165,515 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Non-controlling interests added due to business combination | 3.c | — | — | — | — | — | — | — | — | — | — | — | — | — | 182,603 | 182,603 | ||||||||||||||||||||||||||||||||||||||||||||||||
Non-controlling interests changes – CBLSA | 3.c; 23.g | — | — | — | — | — | — | — | — | 202,188 | — | — | — | 202,188 | 140,436 | 342,624 | ||||||||||||||||||||||||||||||||||||||||||||||||
Allocation of net income: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Legal reserve | 23.f;23.h | — | — | — | — | — | 78,716 | — | — | — | — | (78,716 | ) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Interim dividends (R$ 0.85 per share of the Company) | 23.h | — | — | — | — | — | — | — | — | — | — | (461,868 | ) | — | (461,868 | ) | — | (461,868 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Proposed dividends (R$ 0.90 per share of the Company) | 23.h | — | — | — | — | — | — | — | — | — | — | (489,027 | ) | 163,742 | (325,285 | ) | — | (325,285 | ) | |||||||||||||||||||||||||||||||||||||||||||||
Retention of profits | 23.f;23.h | — | — | — | — | — | — | 544,695 | — | — | — | (544,695 | ) | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
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Balance as of December 31, 2017 | 5,171,752 | 536 | 549,778 | (482,260 | ) | 4,930 | 629,144 | 3,130,935 | — | 159,643 | 53,061 | — | 163,742 | 9,381,261 | 339,571 | 9,720,832 | ||||||||||||||||||||||||||||||||||||||||||||||||
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F-10The accompanying notes are an integral part of the financial statements.
Ultrapar Participações S.A. and Subsidiaries
Statements of Cash Flows—Flows – Indirect Method
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais)
| Note | 2015 | 2014 | 2013 | Note | 2017 | 2016 | 2015 | |||||||||||||||||||||||||
Cash flows from operating activities | ||||||||||||||||||||||||||||||||
Net income for the year | 1,512,972 | 1,251,213 | 1,228,713 | 1,573,868 | 1,570,618 | 1,512,972 | ||||||||||||||||||||||||||
Adjustments to reconcile net income to cash provided by operating activities | ||||||||||||||||||||||||||||||||
Share of loss (profit) of joint ventures and associates | 11 | 10,884 | 16,489 | 4,993 | 11 | (20,673 | ) | (7,476 | ) | 10,884 | ||||||||||||||||||||||
Depreciation and amortization | 12;13 | 1,002,647 | 887,827 | 778,937 | 12; 13 | 1,175,951 | 1,103,538 | 1,002,647 | ||||||||||||||||||||||||
PIS and COFINS credits on depreciation | 12;13 | 12,146 | 12,667 | 12,368 | 12; 13 | 13,134 | 12,581 | 12,146 | ||||||||||||||||||||||||
Asset retirement obligation | 19 | (3,949 | ) | (4,026 | ) | (5,435 | ) | 19 | (15,432 | ) | (2,785 | ) | (3,949 | ) | ||||||||||||||||||
Interest, monetary, and foreign exchange rate variations | 1,582,579 | 964,788 | 612,095 | 854,671 | 763,793 | 1,582,579 | ||||||||||||||||||||||||||
Deferred income and social contribution taxes | 9.b | 14,813 | 21,745 | 90,996 | 9.b | (83,029 | ) | (100,505 | ) | 14,813 | ||||||||||||||||||||||
Gain on disposal of property, plant and equipment and intangibles | 25 | (27,276 | ) | (36,978 | ) | (40,280 | ) | |||||||||||||||||||||||||
Others | 13,313 | 3,924 | (172 | ) | ||||||||||||||||||||||||||||
Dividends received from subsidiaries and joint-ventures | 3,417 | 2,039 | 4,319 | |||||||||||||||||||||||||||||
(Gain) loss on disposal of property, plant and equipment and intangibles | 26 | 2,242 | 6,134 | (27,276 | ) | |||||||||||||||||||||||||||
Other provisions and adjustments | (868 | ) | (6,515 | ) | 13,313 | |||||||||||||||||||||||||||
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| 3,499,864 | 3,339,383 | 4,118,129 | ||||||||||||||||||||||||||||||
(Increase) decrease in current assets | ||||||||||||||||||||||||||||||||
Trade receivables | 5 | (615,381 | ) | (212,325 | ) | (8,357 | ) | 5 | (665,145 | ) | (326,695 | ) | (615,381 | ) | ||||||||||||||||||
Inventories | 6 | (615,390 | ) | (184,339 | ) | (298,930 | ) | 6 | (605,757 | ) | (262,993 | ) | (615,390 | ) | ||||||||||||||||||
Recoverable taxes | 7 | (60,141 | ) | (106,778 | ) | (2,016 | ) | 7 | (334,217 | ) | 87,006 | (60,141 | ) | |||||||||||||||||||
Other receivables | 13,555 | (8,209 | ) | 1,102 | ||||||||||||||||||||||||||||
Dividends received from joint-ventures and associates | 29,411 | 7,925 | 3,417 | |||||||||||||||||||||||||||||
Insurance and other receivables | 358,682 | (309,725 | ) | 13,555 | ||||||||||||||||||||||||||||
Prepaid expenses | 10 | (14,209 | ) | 8,116 | (11,366 | ) | 10 | (23,016 | ) | (39,980 | ) | (14,209 | ) | |||||||||||||||||||
Increase (decrease) in current liabilities | ||||||||||||||||||||||||||||||||
Trade payables | 15 | 181,030 | 192,061 | (328,785 | ) | 15 | 412,393 | 249,121 | 181,030 | |||||||||||||||||||||||
Salaries and related charges | 16 | 109,734 | (19,614 | ) | 45,128 | 16 | 7,149 | (41,595 | ) | 109,734 | ||||||||||||||||||||||
Taxes payable | 17 | 29,969 | 19,086 | 8,649 | 17 | 34,707 | 2,229 | 29,969 | ||||||||||||||||||||||||
Income and social contribution taxes | 504,495 | 437,068 | 350,813 | 783,663 | 567,286 | 504,495 | ||||||||||||||||||||||||||
Post-employment benefits | 18.b | — | (503 | ) | 1,887 | 18.b | 5,119 | 11,193 | — | |||||||||||||||||||||||
Provision for tax, civil, and labor risks | 20.a | (18,847 | ) | (5,137 | ) | 19,792 | 20.a | 11,857 | 7,372 | (18,847 | ) | |||||||||||||||||||||
Other payables | 29,235 | (20,972 | ) | 36,587 | ||||||||||||||||||||||||||||
Insurance and other payables | (33,955 | ) | 56,811 | 29,235 | ||||||||||||||||||||||||||||
Deferred revenue | 21 | 970 | 568 | (323 | ) | 21 | (3,887 | ) | (2,120 | ) | 970 | |||||||||||||||||||||
(Increase) decrease in non-current assets | ||||||||||||||||||||||||||||||||
Trade receivables | 5 | (8,433 | ) | (19,328 | ) | 13,031 | 5 | (102,905 | ) | (74,846 | ) | (8,433 | ) | |||||||||||||||||||
Recoverable taxes | 7 | (60,045 | ) | (38,039 | ) | 11,705 | 7 | (130,200 | ) | (47,168 | ) | (60,045 | ) | |||||||||||||||||||
Escrow deposits | (44,000 | ) | (80,639 | ) | (81,183 | ) | (39,795 | ) | (37,935 | ) | (44,000 | ) | ||||||||||||||||||||
Other receivables | (10,675 | ) | 802 | 2,221 | (4,356 | ) | 13,829 | (10,675 | ) | |||||||||||||||||||||||
Prepaid expenses | 10 | (15,437 | ) | 461 | (18,153 | ) | 10 | (116,735 | ) | (65,847 | ) | (15,437 | ) | |||||||||||||||||||
Increase (decrease) in non-current liabilities | ||||||||||||||||||||||||||||||||
Post-employment benefits | 18.b | 10,868 | 9,521 | 8,283 | 18.b | 13,209 | (40 | ) | 10,868 | |||||||||||||||||||||||
Provision for tax, civil, and labor risks | 20.a | 61,388 | (11,959 | ) | 18,751 | 20.a | (68,193 | ) | 42,428 | 61,388 | ||||||||||||||||||||||
Other payables | 20,130 | (10,814 | ) | (21,839 | ) | 87,950 | (19,255 | ) | 20,130 | |||||||||||||||||||||||
Deferred revenue | 21 | 3,327 | (1,425 | ) | (719 | ) | 21 | 385 | 1,474 | 3,327 | ||||||||||||||||||||||
Income and social contribution taxes paid | (422,010 | ) | (416,594 | ) | (312,126 | ) | (836,808 | ) | (644,188 | ) | (422,010 | ) | ||||||||||||||||||||
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Net cash provided by operating activities | 3,201,679 | 2,650,696 | 2,120,686 | 2,279,420 | 2,513,670 | 3,201,679 | ||||||||||||||||||||||||||
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The accompanying notes are an integral part of the financial statements.
F-11
Ultrapar Participações S.A. and Subsidiaries
Statements of Cash Flows—Flows – Indirect Method
For the years ended December 31, 2015, 20142017, 2016 and 20132015
(In thousands of Brazilian Reais)
| Note | 2015 | 2014 | 2013 | Note | 2017 | 2016 | 2015 | |||||||||||||||||||||||||
Cash flows from investing activities | ||||||||||||||||||||||||||||||||
Financial investments, net of redemptions | 573,446 | (305,123) | (156,917 | ) | 60,859 | (163,625 | ) | 573,446 | ||||||||||||||||||||||||
Cash and cash equivalents of acquired subsidiaries | 3.a | — | 9,123 | — | ||||||||||||||||||||||||||||
Acquisition of subsidiaries, net | — | — | (6,033 | ) | ||||||||||||||||||||||||||||
Acquisition of subsidiary, net of cash acquired | 3.c | 59,863 | — | — | ||||||||||||||||||||||||||||
Acquisition of property, plant, and equipment | 12 | (803,503 | ) | (705,936) | (661,215 | ) | 12 | (1,262,558 | ) | (1,015,199 | ) | (803,503 | ) | |||||||||||||||||||
Acquisition of intangible assets | 13 | (609,600 | ) | (608,881) | (542,936 | ) | 13 | (801,971 | ) | (651,171 | ) | (609,600 | ) | |||||||||||||||||||
Capital increase in joint ventures | 11.b | (41,080 | ) | (28,500) | (24,945 | ) | 11.a | (16,000 | ) | (47,281 | ) | (41,080 | ) | |||||||||||||||||||
Capital reduction to associates | 11.b | — | — | 1,500 | ||||||||||||||||||||||||||||
Proceeds from disposal of property, plant and equipment and intangibles | 25 | 78,941 | 99,087 | 102,646 | 26 | 47,670 | 28,500 | 78,941 | ||||||||||||||||||||||||
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Net cash used in investing activities | (801,796 | ) | (1,540,230) | (1,287,900 | ) | (1,912,137 | ) | (1,848,776 | ) | (801,796 | ) | |||||||||||||||||||||
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Cash flows from financing activities | ||||||||||||||||||||||||||||||||
Loans and debentures | ||||||||||||||||||||||||||||||||
Proceeds | 14 | 2,384,589 | 1,815,562 | 1,446,024 | 14 | 4,510,694 | 3,676,874 | 2,384,589 | ||||||||||||||||||||||||
Repayments | 14 | (2,824,543 | ) | (925,356) | (760,626 | ) | 14 | (2,462,200 | ) | (812,520 | ) | (2,824,543 | ) | |||||||||||||||||||
Interest paid | 14 | (855,190 | ) | (639,122) | (548,497 | ) | 14 | (769,740 | ) | (1,057,580 | ) | (855,190 | ) | |||||||||||||||||||
Payments of financial lease | 14.i | (5,174 | ) | (5,545) | (4,348 | ) | 14.i | (5,191 | ) | (5,016 | ) | (5,174 | ) | |||||||||||||||||||
Dividends paid | (831,654 | ) | (783,021) | (711,410 | ) | (940,250 | ) | (873,270 | ) | (831,654 | ) | |||||||||||||||||||||
Acquisition of non-controlling interests of subsidiaries | (9 | ) | (106) | — | — | — | (9 | ) | ||||||||||||||||||||||||
Acquisition of own shares to hold in treasury | (388,718 | ) | — | — | ||||||||||||||||||||||||||||
Share issue costs | 22.c | — | (2,260) | — | ||||||||||||||||||||||||||||
Acquisition of own shares to be held in treasury | — | — | (388,718 | ) | ||||||||||||||||||||||||||||
Related parties | — | 500 | — | 8.a | 7,036 | (100 | ) | — | ||||||||||||||||||||||||
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Net cash used in financing activities | (2,520,699 | ) | (539,348) | (578,857 | ) | |||||||||||||||||||||||||||
Net cash provided by (used in) financing activities | 340,349 | 928,388 | (2,520,699 | ) | ||||||||||||||||||||||||||||
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Effect of exchange rate changes on cash and cash equivalents in foreign currency | (3,660 | ) | (19,818) | 1,026 | 20,214 | (22,017 | ) | (3,660 | ) | |||||||||||||||||||||||
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Increase (decrease) in cash and cash equivalents | (124,476 | ) | 551,300 | 254,955 | ||||||||||||||||||||||||||||
Increase (decrease) in cash and cash equivalents | 727,846 | 1,571,265 | (124,476 | ) | ||||||||||||||||||||||||||||
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Cash and cash equivalents at the beginning of the year | 4 | 2,827,369 | 2,276,069 | 2,021,114 | 4 | 4,274,158 | 2,702,893 | 2,827,369 | ||||||||||||||||||||||||
Cash and cash equivalents at the end of the year | 4 | 2,702,893 | 2,827,369 | 2,276,069 | 4 | 5,002,004 | 4,274,158 | 2,702,893 | ||||||||||||||||||||||||
Additional information—transactions that do not affect cash and cash equivalents: | ||||||||||||||||||||||||||||||||
Extrafarma acquisition – capital increase and subscription warrants | 3.a | — | 719,926 | — | ||||||||||||||||||||||||||||
Extrafarma acquisition – gross debt assumed on the closing date | 3.a | — | 207,911 | — | ||||||||||||||||||||||||||||
The accompanying notes are an integral part of the financial statements.
F-12
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
1. Operations
Ultrapar Participações S.A. (“Ultrapar” or “Company”), is apublicly-traded company headquartered at the Brigadeiro Luis Antônio Avenue, 1343 in the city of Săo Paulo – SP, Brazil.
The Company engages in the investment of its own capital in services, commercial, and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates in the segments of liquefied petroleum gas—LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga”), production and marketing of chemicals (“Oxiteno”), and storage services for liquid bulk (“Ultracargo”), and as from January 31, 2014, retail distribution of pharmaceutical, hygiene, beauty, and skincare products, through Imifarma Produtos Farmacêuticos e Cosméticos S.A. (“Extrafarma”) – see Note 3.a.. For further information about segments see Note 29.30.
2. Presentation of Financial Statements and Summary of Significant Accounting Policies
The Company’s consolidated financial statements were prepared in accordance with the International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).
All relevant specific information of the financial statements, and only this information, is being presented and correspond to that used by the Company’s and its subsidiaries’ Management.
The presentation currency of the Company’s consolidated financial statements is the Brazilian Real (“R$”), which is the Company’s functional currency.
The Company and its subsidiaries applied the accounting policies described below were applied by the Company and its subsidiaries in a consistent manner for all years presented in the consolidated financial statements.
a. Recognition of Income
Revenue is measured at the fair value of the consideration received or receivable, net of sales returns, discounts, and other deductions, if applicable.
Revenue from sales of fuels and lubricants is recognized when the products are delivered to gas stations and to large consumers. Revenue from sales of LPG is recognized when the products are delivered to customers at home, to independent dealers and to industrial and commercial customers. Revenue from sales of pharmaceuticals is recognized when the products are delivered to end user customers in own drugstores and when the products are delivered to independent resellers. Revenue from sales of chemical products is recognized when the products are delivered to industrial customers, depending of the freight mode of delivery. The revenue provided from storage services is recognized as services are performed.
Costs of products sold and services provided include goods (mainly fuels, lubricants, LPG, and pharmaceutical products), raw materials (chemicals and petrochemicals) and production, distribution, storage, and filling costs.
b. Cash and Cash Equivalents
Includes cash, banks deposits, and short-term, highly-liquid investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value. See Note 4 for further details on cash and cash equivalents of the Company and its subsidiaries.
F-13
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Financial Assets
In accordance with International Accounting Standards (“IAS”) 32, IAS 39, and IFRS 7, the financial assets of the Company and its subsidiaries are classified in accordance with the following categories:
The Company and its subsidiaries use derivative financial instruments for hedging purposes, applying the concepts described below:
F-14
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
For further detail on financial instruments of the Company and its subsidiaries, see Notes 4, 14, and 30.Note 31.
d. Trade Receivables
Trade receivables are recognized at the amount invoiced, adjusted to present value if applicable, and includes all direct taxes attributable to the Company and its subsidiaries.invoiced. An allowance for doubtful accounts is recorded based on estimated losses and is set at an amount deemed by management to be sufficient to cover any probable loss on realization of trade receivables (see Notes 5 and 30—31—Customer Credit Risk).
e. Inventories
Inventories are stated at the lower of acquisition cost or net realizable value (see Note 6). The cost value of inventory is measured using the weighted average cost and includes the costs of acquisition and processing directly and indirectly related to the units produced based on the normal capacity of production. Estimates of net realizable value are based on the average selling prices at the end of the reporting period, net of applicable direct selling expenses. Subsequent events related to the fluctuation of prices and costs are also considered, if relevant. If net realizable values are below inventory costs, a provision corresponding to this difference is recognized. Provisions are also made for obsolescence of products, materials, or supplies that (i) do not meet the Company and its subsidiaries’ specifications, (ii) have exceeded their expiration date, or (iii) are consideredslow-moving inventory. This classification is made by management with the support of its industrial and operations teams.
f. Investments
Investments in associates and joint ventures are accounted for under the equity method of accounting in the individual and consolidated financial statements (see Note 11).
An associate is an investment, in which an investor has significant influence, that is, has the power to participate in the financial and operating decisions of the investee but does not exercise control.
A joint venture is an investment in which the shareholders have the right to net assets on behalf of a joint control. Joint control is the agreement which establish that decisions about the relevant activities of the investee require the consent from the parties that share control.
Other investments are stated at acquisition cost less provision for losses, unless the loss is considered temporary.
F-15
Ultrapar Participações S.A.g. Property, Plant, and SubsidiariesEquipment
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Property, plant, and equipment is recognized at acquisition or construction cost, including financial charges incurred on property, plant, and equipment under construction (see Note 12), as well as maintenance costs resulting from scheduled plant outages and estimated costs to remove, to decommission, or to restore assets (see Notes 2.m and 19)., less accumulated depreciation and, when applicable, less provision for losses.
Depreciation is calculated using the straight-line method, over the periods mentioned in Note 12, taking into account the estimated useful lives of the assets, which are reviewed annually.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Leasehold improvements are depreciated over the shorter of the lease contract term and useful life of the property.
h. Leases
Certain lease contracts transfer substantially all the risks and benefits associated with the ownership of an asset to the Company and its subsidiaries. These contracts are characterized as finance leases, and assets thereunder are capitalized at lease commencement at their fair value or, if lower, present value of the minimum lease payments under the contracts. The items recognized as assets are depreciated and amortized using the lower of the straight-line method over the lower of the useful lives applicable to each group of assets or the contract terms, as mentioned in Notes 12 and 13. Financial charges under the finance lease contracts are allocated to profit or loss over the lease contract term, based on the amortized cost and the effective interest rate method of the related lease obligation (see Note 14.i).
There are lease transactions where the risks and benefits associated with the ownership of the asset are not transferred and where there is no purchase option, or the purchase option at the end of the contract is equivalent to the market value of the leased asset. Payments made under an operating lease contract are recognized as cost or expense in the income statement on astraight-line basis over the term of the lease contract (see Note 31.c)32.c).
i. Intangible Assets
Intangible assets include assets acquired by the Company and its subsidiaries from third parties, according to the criteria below (see Note 13):
The Company and its subsidiaries have not recognized intangible assets that were generated internally. The Company and its subsidiaries have goodwill and brands acquired in business combinations, which are evaluated as intangible assets with indefinite useful life (see Note 13 items i and vi).
j. Other Assets
Other assets are stated at the lower of cost and realizable value, including, if applicable, interest earned, monetary changes and changes in exchange rates incurred or less a provision for loss and, if applicable, adjustment to present value (see Note 2.u).
F-16
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
k. Financial Liabilities
The Company and its subsidiaries’ financial liabilities include trade payables and other payables, loans, debentures, finance leases and derivative financial instruments. Financial liabilities are classified as “financial liabilities at fair value through profit or loss” or “financial liabilities at amortized cost”. The financial liabilities at fair value through profit or loss refer to derivative financial instruments, subscription warrants, and financial liabilities designated as hedged items in a fair value hedge relationship upon initial recognition (see Note 2.c – Fair Value Hedge). The financial liabilities at amortized cost are stated at the initial transaction amount plus related charges and transaction costs, net of amortization.amortization and transaction costs. The charges are recognized in profit or loss using the effective interest rate method.
Transaction costs incurred and directly attributable to the activities necessary for contracting loans or for issuing bonds, as well as premiums and discounts upon issuance of debentures and other debt, are allocated to the instrument and amortized to profit or loss over its term, using the effective interest rate method (see Note 14.j). Transaction costs incurred
l. Income and directly attributable to the issue of shares or other equity instruments are recognized in equity and are not amortized.Social Contribution Taxes on Income
Current and deferred income tax (“IRPJ”) and social contribution on net income tax (“CSLL”) are calculated based on their current rates, considering the value of tax incentives. Taxes are recognized based on the rates of IRPJ and CSLL provided for by the laws enacted on the last day of the reporting period.financial statements. The current rates in Brazil are 25% for income tax and 9% for social contribution on net income tax. For further details about recognition and realization of IRPJ and CSLL, see Note 9.
For purposes of disclosure, deferred tax assets were offset against the deferred tax liability, income tax and social contribution, in the same taxable entity and the same taxation authority.
m. Provision for Asset Retirement Obligation – Fuel Tanks
The Company and its subsidiaries have the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain period. The estimated cost of the obligation to remove these fuel tanks is recognized as a liability when the tanks are installed. The estimated cost is recognized in property, plant, and equipment and depreciated over the respective useful lives of the tanks. The amounts recognized as a liability are monetarily restated using the National Consumer Price Index—IPCAIndex (“IPCA”) until the respective tank is removed (see Note 19). An increase in the estimated cost of the obligation to remove the tanks could result in negative impact in future results. The estimated removal cost is reviewed and updated annually or when there is significant change in its amount and change in the estimated costs are recognized in income statements when they become known.
n. Provisions for Tax, Civil, and Labor Risks
A provision for tax, civil and labor risks is recognized for quantifiable risks, when the chance of loss ismore-likely-than-not in the opinion of management and internal and external legal counsel, and the amounts are recognized based on the evaluation of the outcomes of the legal proceedings (see Note 20 items a,b)20).
o. Post-Employment Benefits
Post-employment benefits granted and to be granted to employees, retirees, and pensioners are based on an actuarial calculation prepared by an independent actuary and reviewed by management, using the projected unit credit method (see Note 18.b). The actuarial gains and losses are recognized in cumulative other comprehensive income in the “Valuation adjustments” and presented in the statement of shareholders’ equity. Past service cost is recognized in the income statement.
p. Other Liabilities
Other liabilities are stated at known or measurable amounts plus, if applicable, related charges, monetary restatement, and changes in exchange rates incurred. When applicable, other liabilities are recognized at present value, based on interest rates that reflect the term, currency, and risk of each transaction.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
q. Foreign Currency Transactions
Foreign currency transactions carried out by the Company or its subsidiaries are remeasured into their functional currency at the exchange rate prevailing at the date of each transaction. Outstanding monetary assets and liabilities of the Company and its subsidiaries are translated using the exchange rate at the enddate of the reporting period. The effect of the difference between those exchange rates is recognized in profit or loss until the conclusion of each transaction.
F-17
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidatedr. Basis for Translation of Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)Foreign Subsidiaries
Assets and liabilities of the foreign subsidiaries, denominated in currencies other than that of the Company (functional currency: Brazilian Real), which have administrative autonomy, are translated using the exchange rate at the end of the reporting period.year. Revenues and expenses are translated using the average exchange rate of each year and shareholders’ equity is translated at the historichistorical exchange rate of each transaction affecting shareholders’ equity. Gains and losses resulting from changes in these foreign investments are directly recognized in shareholders’ equity in cumulative other comprehensive income in the “cumulative translation adjustments” and will be recognized in profit or loss if these investments are disposed of. The balance in cumulative other comprehensive income and presented in the shareholders’ equity as cumulative translation adjustments net of the exchange rate effect of hedge of net investments, in 20152017 was a gain of R$ 66,92553,061 (gain of R$ 43,1927,519 in 2014).2016)—see Note 23.g—Cumulative Translation Adjustments.
The foreign subsidiaries with functional currency different from the Company and which have administrative autonomy are listed below:
Subsidiary | Functional currency | Location | ||
Oxiteno México S.A. de C.V. | Mexican Peso | Mexico | ||
Oxiteno Servicios Corporativos S.A. de C.V. | Mexican Peso | Mexico | ||
Oxiteno Servicios Industriales de C.V. | Mexican Peso | Mexico | ||
Oxiteno USA LLC | U.S. Dollar | United States | ||
Oxiteno | ||||
| U.S. Dollar | Uruguay | ||
Oxiteno Andina, C.A.(ii) | Bolivar | Venezuela |
The subsidiary Oxiteno Uruguay S.A. (“Oxiteno Uruguay”) determined its functional currency as the U.S. dollar (“US$”), as its sales, purchases of goods, and financing activities are performed substantially in this currency.
According to IAS 29, Venezuela is classified as a hyperinflationary economy. As a result, the financial information of Oxiteno Andina, C.A. (“Oxiteno Andina”) was adjusted by the Venezuelan Consumer Price Index.
| (i) | The subsidiary Oxiteno Uruguay S.A. (“Oxiteno Uruguay”) determined its functional currency as the U.S. dollar (“US$”), as its inventory sales, purchases of raw material inputs, and financing activities are performed substantially in this currency. |
| (ii) | According the definition and general guidance of IAS 29, the characteristics of the economic environment of Venezuela indicate that this country is a hyperinflationary economy. As a result, the financial information of Oxiteno Andina, C.A. (“Oxiteno Andina”) was adjusted by the Venezuelan Consumer Price Index. |
On February 10, 2015,May 19, 2017, the Venezuelan Central Bank issued Foreign Exchange Regulation No. 3338, altering the Venezuelan foreign exchange markets and regulating the legally recognized types of exchange rates:
| a) |
| b) |
Due to the political and economic situation in Venezuela, the Company’s management reassesseduses the DICOM exchange rate used in the translation of financial statementstranslation.
Ultrapar Participações S.A. and changed, on December 31, 2015, the rate from SICAD to SIMADI, dueSubsidiaries
Notes to the fact that currently this exchange rate is the one that most closely matches the best expressionConsolidated Financial Statements
(In thousands of the Venezuelan economy. Thus, on December 31, 2015, the amounts in Bolivar have been translated to the U.S. dollar at the exchange rate of SIMAD and subsequently translated into Brazilian Reais, using the official exchange rate published by the Central Bank of Brazil.unless otherwise stated)
Assets and liabilities of the other foreign subsidiaries, which do not have administrative autonomy, are considered an extension of the activities of their parent company and are translated using the exchange rate at the end of the reporting period. Gains and losses resulting from changes in these foreign investments are directly recognized as financial income or loss. The gain recognized in income in 20152017 amounted to R$ 6,2437,368 (R$ 2,9063,425 gain in 20142016 and R$ 4,8456,243 gain in 2013)2015).
F-18
Ultrapar Participações S.A.s. Use of Estimates, Assumptions and SubsidiariesJudgments
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The preparation of the financial statements requires the use of estimates, assumptions, and judgments for the accounting of certain assets, liabilities, and income. Therefore, the Company’s and subsidiaries’ management use the best information available at the time of preparation of the financial statements, as well as the experience of past and current events, also considering assumptions regarding future events. The financial statements therefore include estimates, assumptions, and judgments related mainly to determining the fair value of financial instruments (Notes 2.c, 2.k, 4, 14 and 30)31), the determination of the allowance for doubtful accounts (Notes 2.d, 5 and 30)31), the determination of provisions for losses of inventories (Notes 2.e and 6), the determination of deferred income taxes amounts (Notes 2.l and 9), the determination of control in subsidiaries (Notes 2.r and 3), the determination of joint control in joint venture (Notes 2.f and 11.a), the determination of significant influence in associates (Notes 2.f and 11.b), the determination of exchange rate used to translation of Oxiteno Andina’ financial statements (Notesinformation (Note 2.r), the useful lives of property, plant, and equipment (Notes 2.g and 12), the useful lives of intangible assets, and the determination of the recoverable amount of goodwill (Notes 2.i and 13), provisions for assets retirement obligations (Notes 2.m and 19), provisions for tax, civil, and labor risks (Notes 2.n and 20 items a,b)20), estimates for the preparation of actuarial reports (Notes 2.o and 18.b) and the determination of fair value of subscription warrants – indemnification (Notes 3.a22 and 30)31). The actual result of the transactions and information may differ from their estimates.
t. Impairment of Assets
The Company and its subsidiaries review, at least annually,every report period, the existence of any indication that an asset may be impaired.impaired and annually test intangible assets with indefinite useful life. If there is an indication, the Company and its subsidiaries estimate the recoverable amount of the asset. Assets that cannot be evaluated individually are grouped in the smallest group of assets that generate cash flow from continuous use and that are largely independent of cash flows of other assets (cash generating units -“CGU”“CGU”). The recoverable amount of assets or CGUs corresponds to the greater of their fair value net of applicable direct selling costs and their value in use.
The fair value less costs of disposal is determined by the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, net of costs of removing the asset, and direct incremental costs to bring an asset into condition for its sale, legal costs, and taxes.
To assess the value in use, the Company and its subsidiaries consider the projections of future cash flows, trends, and outlooks, as well as the effects of obsolescence, demand, competition, and other economic factors. Such cash flows are discounted to their present values using the discount rate before tax that reflects market conditions for the period of impairment testing and the specific risks of the asset or CGU being evaluated. In cases where the expected discounted future cash flows are less than their carrying amount, an impairment loss is recognized for the amount by which the carrying value exceeds the fair value of these assets. Losses for impairment of assets are recognized in profit or loss. In case goodwill has been allocated to a CGU, the recognized losses are first allocated to reduce the corresponding goodwill. If the goodwill is not enough to absorb such losses, the surplus is allocated to the assets on apro-rata basis. An impairment of goodwill cannot be reversed. For other assets, impairment losses may be reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if the impairment had not been recognized.
No impairment was recognized in the years presentedpresent year (see Note 13.i).
Some and for the year ended December 31, 2015. For the year ended December 31, 2016, the Company recognized an impairment loss in the amount of the Company’s subsidiaries recognized a present value adjustmentR$ 2,114, which correspond to Tax on Goods and Services (“ICMS”, the Brazilian VAT) credit balancesR$ 1,695 related to property, plant,goodwill and equipment (CIAP). Because recovery of these credits occurs over a 48 month period, the present value adjustment reflects, in the financial statements, the time value of the ICMS creditsR$ 419 related to be recovered. The balance of these adjustment to present value totaled R$ 109 in 2015 (R$ 279 in 2014).other intangible assets, from subsidiary Oxiteno Andina.
The Company and its subsidiaries reviewed all items classified as non-current and, when relevant, current assets and liabilities, and did not identify the need to recognize other present value adjustments.
F-19
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
u. Adjustment to Present Value
The Company and its subsidiaries reviewed all items classified asnon-current and, when relevant, current assets and liabilities. No recognition of present value adjustments that would have relevant effects were identified.
v. Business Combination
A business combination is accounted applying the acquisition method. The cost of the acquisition is measured based on the consideration transferred and to be transferred, measured at fair value at the acquisition date. In a business combination, the assets acquired and liabilities assumed are measured in order to classify and allocate them accordingly to the contractual terms, economic circumstances and relevant conditions on the acquisition date. Thenon-controlling interest in the acquired is measured at fair value or based on its interest in identifiable net assets acquired. Goodwill is measured as the excess of the consideration transferred and to be transferred over the fair value of net assets acquired (identifiable assets and liabilities assumed, net). After the initial recognition, goodwill is measured at cost less any accumulated impairment losses. For impairment testing purposes, goodwill is allocated to the Company’s operating segments. When the cost of the acquisition is lower than the fair value of net assets acquired, a gain is recognized directly in the income statement. Costs related to the acquisition are recorded in the income statement when incurred.
x. Statements of Cash Flows Indirect Method
The Company and its subsidiaries prepared its individual and consolidated statements of cash flows in accordance with IAS 7—Cash Flow Statement. The Company and its subsidiaries present the interest paid on loans and debentures in financing activities. The Company and its subsidiaries present financial investments on a net basis of interest income in the investment activities.
y. Adoption of the Pronouncements Issued by the IASB
The following standards, amendments, and interpretations to IFRS were issued by the IASB which are effective as of December 31, 2017:
date | ||||
• IAS 7 – Disclosure Initiative – Amendments to IAS 7: clarifications made by the IASB related to liabilities arising from financing activities (see Note 14.a). | 2017 | |||
• IAS 12 – Recognition of Deferred Tax Assets for Unrealised Losses – Amendments to IAS 12: clarifications made by the | 2017 | |||
The following standards, amendments, and interpretations to IFRS were issued by the IASB but are not yet effective and were not adopted as of December 31, 2015:2017:
| Effective date | ||||
• IFRS | 2018 | |||
• IFRS 15—Revenue from contracts with customers: establish the principles of nature, amount, timing and uncertainty of revenue and cash flow arising from a contract with a customer. | 2018 | |||
• IFRS 16—Lease: requires lessees record, in the financial statements, a liability reflecting future payments of a lease and the right to use an asset for the lease contracts, except for certain short-term leases and low asset value contracts. The criteria for recognition and measurement of leases in the financial statements of lessors are substantially maintained. | 2019 | |||
The Company is assessing the potential effects of these standards.
These financial statements were authorized for issue by the Board of Officers on April 29, 2016.
F-20
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The Company and its subsidiaries did not adopt in advance these IFRS in their financial statements for the year ended December 31, 2017.
The Company and its subsidiaries disclosed the relevant information, known or reasonably estimated to the possible impacts on the adoption of IFRS 9 and 15 that were available in the preparation of these financial statements, and are subject to change until the first complete financial statements with the initial adoption are disclosed in 2018.
| (1) | IFRS 9 adoption—Financial instruments: |
| a) | Classification and measurement of financial instruments: |
The Company and its subsidiaries evaluated the classification and measurement of financial instruments and, based on its business model, preliminarily concluded that the most part of the financial investments will be classified as measured at fair value through other comprehensive income, except for funds that will be classified as measured at fair value through profit or loss and financial investments given as collateral for loans that will be classified as amortized cost.
The Company and its subsidiaries do not expect material impacts resulting from these changes.
| b) | Expected credit losses |
The Company and its subsidiaries assessed the expected credit losses on trade receivables, taking into account, at the initial recognition of the contract, the expected losses for the next 12 months and for the useful life of the contract when the deterioration or improvement of customers’ credit quality.
The Company and its subsidiaries evaluated the impact of this change and the previously amount indicates an additional allowance for doubtful accounts in the amount of R$ 173,314, which effect of R$ 121,563 recognized in the opening balance in the retained earnings. The deferred IRPJ and CSLL effect will be recognized on the amounts above.
| c) | Derivative financial instruments |
The Company and its subsidiaries have not identified impacts arising from this change and are evaluating the adoption of IFRS 9 or the permanence of the application of IAS 39.
The Company and its subsidiaries are evaluating the practical implementation from the initial adoption of IFRS 9 to conclude whether the retrospective or prospective adoption will be made.
| (2) | IFRS 15 adoption—Revenue recognition from contracts with customers: |
The Company and its subsidiaries evaluated all the stages for the recognition of their revenues from contracts with customers and based on their diagnosis did not identify material measurement impacts resulting from the adoption of this standard.
In relation to the presentation in the income statement, the Company and its subsidiaries evaluated that certain expenses that are currently been allocated as selling and marketing expenses, after the adoption of IFRS15, will be presented as a reduction of revenue, substantially the amortization expenses of exclusive contracts to operate Ipiranga service stations. In 2017 the amortization recognized as selling and marketing expenses was R$ 463,049.
The Company and its subsidiaries are evaluating the practical implementation of the initial adoption of IFRS 15 to conclude whether the retrospective or prospective adoption will be made.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the estimate impacts of the IFRS 9 and 15 adoption:
As of December 31, 2017 | ||||||||||||||||
Balance sheet | As disclosed | IFRS 9 (1) adoption | IFRS 15 (2) adoption | After adoption IFRS 9 and 15 | ||||||||||||
Current assets | 15,201,291 | (173,314 | ) | — | 15,027,977 | |||||||||||
Non-current assets | 13,139,031 | — | — | 13,139,031 | ||||||||||||
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Total assets | 28,340,322 | (173,314 | ) | — | 28,167,008 | |||||||||||
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Current liabilities | 7,013,988 | — | — | 7,013,988 | ||||||||||||
Non-current liabilities | 11,605,502 | (58,927 | ) | — | 11,546,575 | |||||||||||
Shareholder’s equity | 9,720,832 | (114,387 | ) | — | 9,606,445 | |||||||||||
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Total liabilities and shareholders’ equity | 28,340,322 | (173,314 | ) | — | 28,167,008 | |||||||||||
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Income statements | ||||||||||||||||
Net revenue from sales and services | 80,007,422 | — | (463,049 | ) | 79,544,373 | |||||||||||
Cost of products and services sold | (72,735,781 | ) | — | — | (72,735,781 | ) | ||||||||||
Selling and marketing expenses | (2,885,311 | ) | (51,751 | ) | 463,049 | (2,474,013 | ) | |||||||||
General and administrative expenses | (1,576,528 | ) | — | — | (1,576,528 | ) | ||||||||||
Financial result, net | (474,296 | ) | — | — | (474,296 | ) | ||||||||||
Income tax and social contribution | (839,429 | ) | 17,595 | — | (821,834 | ) | ||||||||||
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Net income for the year | 1,573,868 | (34,156 | ) | — | 1,539,712 | |||||||||||
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Earnings per share—basic | 2.9056 | (0.0630 | ) | — | 2.8426 | |||||||||||
Earnings per share—diluted | 2.8847 | (0.0626 | ) | — | 2.8221 | |||||||||||
In relation to leases—IFRS 16, the Company and its subsidiaries are quantifying the potential effects of this pronouncement, and it is expected to have a relevant impact on the recognition of the right of use and debt related to lease contracts of the land and building of service stations, drugstores and stores given the number of lease agreements the Company has in place. The Company is evaluating the transition options that it will apply upon the adoption of the new standard. See Note 32.c for additional information regarding Company’s lease agreements.
z. Authorization for Issuance of the Financial Statements
These financial statements were authorized for issue by the Board of Officers on April 06, 2018.
| 3. | Principles of Consolidation, |
| a) | Principles of Consolidation |
The consolidated financial statements were prepared following the basic principles of consolidation established by IFRS 10. Investments of one company in another, balances of asset and liability accounts, and revenues transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies.Non-controlling interests in subsidiaries are presented within consolidated shareholders’ equity and net income.
Consolidation of a subsidiary begins when the parent company obtains direct or indirect control over a company and ceases when the parent company loses control of a company. Income and expenses of a subsidiary acquired are included in the consolidated income statement and other comprehensive income from the date the parent company gains the control. Income and expenses of a subsidiary, in which the parent company loses control, are included in the consolidated income statement and other comprehensive income until the date the parent company loses control.
When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
F-21
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| b) | Investments in Subsidiaries |
The consolidated financial statements include the following direct and indirect subsidiaries:
| % interest in the share | % interest in the share | |||||||||||||||||||||||||||||||||||||||
| 12/31//2015 | 12/31/2014 | 2017 | 2016 | |||||||||||||||||||||||||||||||||||||
| Control | Control | Control | Control | |||||||||||||||||||||||||||||||||||||
| Location | Segment | Direct control | Indirect control | Direct control | Indirect control | Location | Segment | Direct control | Indirect control | Direct control | Indirect control | |||||||||||||||||||||||||||||
Ipiranga Produtos de Petróleo S.A. | Brazil | Ipiranga | 100 | — | 100 | — | Brazil | Ipiranga | 100 | — | 100 | — | ||||||||||||||||||||||||||||
am/pm Comestíveis Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Centro de Conveniências Millennium Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Icorban—Correspondente Bancário Ltda.(*) | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Icorban—Correspondente Bancário Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Ipiranga Trading Limited | Virgin Islands | Ipiranga | — | 100 | — | 100 | Virgin Islands | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Tropical Transportes Ipiranga Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Ipiranga Imobiliária Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Ipiranga Logística Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oil Trading Importadora e Exportadora Ltda. | Brazil | Ipiranga | — | 100 | — | 100 | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Chevron Brasil Lubrificantes S.A. (see Note 3.c) | Brazil | Ipiranga | — | 56 | — | — | ||||||||||||||||||||||||||||||||||
Ipiranga Lubrificantes S.A. (see Note 3.c) | Brazil | Ipiranga | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Integra Frotas Ltda.(1) | Brazil | Ipiranga | — | 100 | — | — | ||||||||||||||||||||||||||||||||||
Companhia Ultragaz S.A. | Brazil | Ultragaz | — | 99 | — | 99 | Brazil | Ultragaz | — | 99 | — | 99 | ||||||||||||||||||||||||||||
Ultragaz Comercial Ltda.(2) | Brazil | Ultragaz | — | 100 | — | — | ||||||||||||||||||||||||||||||||||
Bahiana Distribuidora de Gás Ltda. | Brazil | Ultragaz | — | 100 | — | 100 | Brazil | Ultragaz | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Utingás Armazenadora S.A. | Brazil | Ultragaz | — | 57 | — | 57 | Brazil | Ultragaz | — | 57 | — | 57 | ||||||||||||||||||||||||||||
LPG International Inc. | Cayman Islands | Ultragaz | — | 100 | — | 100 | Cayman Islands | Ultragaz | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Imaven Imóveis Ltda. | Brazil | Others | — | 100 | — | 100 | Brazil | Others | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Isa-Sul Administração e Participações Ltda. (b) | Brazil | Ipiranga | — | — | 99 | 1 | ||||||||||||||||||||||||||||||||||
Imifarma Produtos Farmacêuticos e Cosméticos S.A. (b) | Brazil | Extrafarma | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Imifarma Produtos Farmacêuticos e Cosméticos S.A. | Brazil | Extrafarma | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Oxiteno S.A. Indústria e Comércio | �� | Brazil | Oxiteno | 100 | — | 100 | — | Brazil | Oxiteno | 100 | — | 100 | — | |||||||||||||||||||||||||||
Oxiteno Nordeste S.A. Indústria e Comércio | Brazil | Oxiteno | — | 99 | — | 99 | Brazil | Oxiteno | — | 99 | — | 99 | ||||||||||||||||||||||||||||
Oxiteno Argentina Sociedad de Responsabilidad Ltda. | Argentina | Oxiteno | — | 100 | — | 100 | Argentina | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. | Brazil | Oxiteno | — | 100 | — | 100 | Brazil | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Uruguay S.A. | Uruguay | Oxiteno | — | 100 | — | 100 | Uruguay | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Barrington S.L. | Spain | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Barrington S.L.(3) | Spain | Oxiteno | — | — | — | 100 | ||||||||||||||||||||||||||||||||||
Oxiteno México S.A. de C.V. | Mexico | Oxiteno | — | 100 | — | 100 | Mexico | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Servicios Corporativos S.A. de C.V. | Mexico | Oxiteno | — | 100 | — | 100 | Mexico | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Servicios Industriales S.A. de C.V. | Mexico | Oxiteno | — | 100 | — | 100 | Mexico | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno USA LLC | United States | Oxiteno | — | 100 | — | 100 | United States | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Global Petroleum Products Trading Corp. | Virgin Islands | Oxiteno | — | 100 | — | 100 | Virgin Islands | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Overseas Corp. | Virgin Islands | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Oxiteno Overseas Corp.(4) | Virgin Islands | Oxiteno | — | — | — | 100 | ||||||||||||||||||||||||||||||||||
Oxiteno Andina, C.A. | Venezuela | Oxiteno | — | 100 | — | 100 | Venezuela | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Europe SPRL | Belgium | Oxiteno | — | 100 | — | 100 | Belgium | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Colombia S.A.S | Colombia | Oxiteno | — | 100 | — | 100 | Colombia | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Oxiteno Shanghai Trading LTD. | China | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Oxiteno Shanghai LTD. | China | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||||||||
Empresa Carioca de Produtos Químicos S.A. | Brazil | Oxiteno | — | 100 | — | 100 | Brazil | Oxiteno | — | 100 | — | 100 | ||||||||||||||||||||||||||||
Ultracargo—Operações Logísticas e Participações Ltda. | Brazil | Ultracargo | 100 | — | 100 | — | Brazil | Ultracargo | 100 | — | 100 | — | ||||||||||||||||||||||||||||
Terminal Químico de Aratu S.A. – Tequimar | Brazil | Ultracargo | — | 99 | — | 99 | ||||||||||||||||||||||||||||||||||
Terminal Químico de Aratu S.A.—Tequimar | Brazil | Ultracargo | — | 99 | — | 99 | ||||||||||||||||||||||||||||||||||
Ultrapar International S.A. | Luxembourg | Others | 100 | — | 100 | — | ||||||||||||||||||||||||||||||||||
SERMA—Ass. dos usuários equip. proc. de dados | Brazil | Others | — | 100 | — | 100 | Brazil | Others | — | 100 | — | 100 | ||||||||||||||||||||||||||||
| percentages in the table above are rounded. |
| (1) | The main objective of Integra Frotas Ltda. is the management of fleets and fuel supplies. |
| (2) | Ultragaz Comercial Ltda. may concentrate some activities currently executed by its quotaholders. |
| (3) | In |
| (4) | In April 2017, in order to |
The percentages in the table above are rounded.
F-22
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
a) Business Combination – Acquisition
| c) | Conclusion of the business combination with Chevron Brasil Lubrificantes S.A. |
On August 4, 2016, the Company through its subsidiary Ipiranga Produtos de Petróleo S.A. (“IPP”) entered into an agreement with Chevron Brasil Lubrificantes Ltda. (“Chevron”) to create a new company in the lubricants market. Under this agreement, the company will be formed by Ipiranga’s and Chevron’s lubricants operations in Brazil. Ipiranga and Chevron will hold 56% and 44%, respectively, of Extrafarma
the new company’s capital. On January 31, 2014, Extrafarma becameFebruary 9, 2017, this transaction was approved without restrictions through an opinion issued by the General Superintendence (“SG”) of the Brazilian Antitrust Authority (“CADE”). The decision of the SG was published in the Brazilian Federal Official Gazette on February 10, 2017. On March 2, 2017, CADE issued a wholly-ownedcertificate approving the decision published on February 10, 2017. On August 1, 2017, IPP segregated the lubricants business to the subsidiary of Ultrapar,Ipiranga Lubrificantes S.A. (“IpiLubs”) and the operating contracts were signed. On December 1, 2017, the transaction was concluded, through the mergercontribution of IpiLubs to Chevron Brasil Lubrificantes S.A. (“CBLSA”) and consequently IPP obtains direct control of CBLSA.
The Company is in the total shares issued by Extrafarma. As a result, 12,021,100 new ordinary, nominative, book-entry shares with no parprocess of measuring the fair value of assets and liabilities acquired, and, consequently, the resulting goodwill. The purchase price allocation is preliminary as the Company were issued, totaling anis in the process of obtaining additional information regarding certain intangible assets and therefore the provisional amounts of these assets may increase which will lead to a decrease in equitygoodwill. The Company, supported by a third party company specialized in valuations, estimated the preliminary amount for the purchase price allocation and calculated the temporary goodwill in the amount of R$ 640,725.123,673. The Company also issued subscription warrants – working capital of up to 801,409 shares, equivalent to R$ 42,138. On December 31, 2014, the Company determined that it had a receivable in the amount of R$ 12,222 due to the adjustment of working capital, recognizing in “Other receivables” in current assets. In 2015, the final agreement of working capital and net debt was formalized in the amount of R$ 26,006, and the Company recognized a revenue of R$ 13,784 in “other operating income” (see Note 26). In addition, 7 subscription warrants – indemnification were issued, corresponding to up to 3,205,622 shares. The shares of the subscription warrants – indemnification may be exercised from 2020 onwards and are adjusted according to the changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair valuepreliminary goodwill is measured based on the share pricesynergy between the lubricant operations of Ultrapar (UGPA3)CBLSA and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends until that date. As of December 31, 2015, the subscription warrants – indemnification were represented by 2,011,766 shares and amounted R$ 112,233 (in 2014 were represented by 2,002,773 and totaled R$ 92,072). This transaction did not affect the Company’s cash flow.IpiLubs.
The purchase price is presented below:
| ||||
| ||||
| ||||
| ||||
| ||||
The purchase price intable below summarizes the amount of R$ 719,926 was allocated among the identifiedpreliminary assets acquired and liabilities assumed measured at fair value. The goodwillas of R$ 661,553 is substantiated relatedthe acquisition date, subject to the Company’s entry into the pharmaceutical retailcustomary final adjustments of purchase price allocation and wholesale markets in Brazil and by Extrafarma bringing a significant initial scale, an excellent networkcalculation of drugstores as a starting point and specific knowledge and expertise of the market sector. The deductible tax basis of goodwill is R$ 780,239. During the process of identification of assets and liabilities, intangible assets which were not previously recognized in the acquired entity’s books were also taken into account, as shown below:goodwill:
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
| ||||||||||||
Current assets | Current liabilities | |||||||||
Cash and cash equivalents | 73,316 | Trade payables | 33,453 | |||||||
Trade receivables | 157,016 | Salaries and related charges | 18,251 | |||||||
Inventories | 112,998 | Taxes payable | 20,089 | |||||||
Recoverable taxes | 5,595 | Other payables | 28,743 | |||||||
Other receivables | 15,497 | |||||||||
|
|
|
| |||||||
| 364,422 | 100,536 |
Non-current assets | Non-current liabilities | |||||||||
Related parties | 7,077 | Provision for tax, civil, and labor risks | 202,352 | |||||||
Indemnity asset | 202,352 | Deferred income and social contribution taxes | 3,300 | |||||||
Escrow deposits | 4,095 | Post-employment benefits | 44,478 | |||||||
Other receivables | 5,257 | |||||||||
Property, plant, and equipment | 172,526 | |||||||||
Intangible assets | 9,944 | |||||||||
|
|
|
| |||||||
| 401,251 | 250,130 | |||||||||
|
|
|
|
Total assets acquired | 765,673 | Total liabilities assumed | 350,666 | |||||||
|
|
|
| |||||||
Preliminary goodwill | 123,673 | Participation of non-controlling interests | 182,603 | |||||||
|
| |||||||||
Total assets acquired and preliminary goodwill | 889,346 | Preliminary consideration transferred | 356,077 |
F-23
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the fair value of assets acquired and liabilities assumed ascalculation of the acquisition date:provisional goodwill is shown below:
Current assets | Current liabilities | |||||||||
Cash and cash equivalents | 9,123 | Loans(1) | 179,818 | |||||||
Trade receivables | 65,104 | Trade payables | 118,769 | |||||||
Inventories | 154,937 | Salaries and related charges | 16,539 | |||||||
Recoverable taxes | 12,385 | Income and social contribution taxes payable | 3,150 | |||||||
Other | 5,109 | Deferred revenue | 5,152 | |||||||
|
| |||||||||
| 246,658 | Other | 6,316 | ||||||||
|
| |||||||||
| 329,744 | ||||||||||
Non-current assets | Non-current liabilities | |||||||||
Property, plant, and equipment | 48,838 | Loans(1) | 28,093 | |||||||
Intangible assets | 135,636 | Provision for tax, civil and labor risks | 65,517 | |||||||
Deferred income and social contribution taxes | 56,408 | Other | 7,097 | |||||||
|
| |||||||||
Escrow deposits | 1,284 | 100,707 | ||||||||
Goodwill | 661,553 | |||||||||
|
| |||||||||
| 903,719 | Total liabilities assumed | 430,451 | ||||||||
|
| |||||||||
Total assets acquired and goodwill | 1,150,377 | Purchase price | 719,926 | |||||||
|
|
|
| |||||||
Temporary consideration transferred | 356,077 | |||
Total assets acquired | 765,673 | |||
(-) Total liabilities assumed | (350,666 | ) | ||
(-)Non-controlling interest | (182,603 | ) | ||
Temporary goodwill | 123,673 | |||
The acquisition costs related to lawyersFor further details of property, plant, and consultants were recognized as administrative expensesequipment and represent approximately 2%intangible assets acquired, see Notes 12 and 13, respectively, and of the transaction amount. Additionally, the Company recognized in shareholders’ equity, reducing the capital reserve, the amount of R$ 2,260 of expenses with lawyersprovision for tax, civil, and external audit related to transaction costs for the issuance of shares to the shareholders of Extrafarma.labor risks, see Note 20.c.
The following summary presents the Company’s consolidatedpro forma information for 2014,2017, as if the acquisition had been completed at the beginning of thatthis year. Thepro forma information is only presented for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition actually been made at such date, neithernor is anit necessarily indicative of future operating results:
Net revenue from sales and services | ||||
Operating income | ||||
Net income for the year | ||||
Earnings per share basic—whole R$ (see Note | ||||
Earnings per share diluted—whole R$ (see Note | ||||
| d) | Unrealized Acquisition |
F-24On June 12, 2016, the Company through its subsidiary IPP entered into a sale and purchase agreement for the acquisition of 100% of Alesat Combustíveis S.A. (“ALE”) and the assets comprising its operations. The total transaction amount was R$ 2,168 million, which would be reduced by ALE’s net debt as of December 31, 2015 and is subject to working capital and net debt adjustments on the closing date of the transaction. On August 3, 2016, the Extraordinary General Shareholders’ Meeting (“EGM”) of Ultrapar approved the transaction. The closing of the acquisition was subject to certain usual conditions precedent in transactions of similar nature, mainly the approval by CADE. On August 2, 2017, the Court of Appeals of CADE voted the transaction and despite all the efforts endeavored by the applicants throughout the analysis of the Concentration Act and the negotiations conducted with the Court of Appeals, the Court blocked the transaction. The contract is automatically resolved without any penalty from either party.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
On December 10, 2014, the Company4. Cash and the wholly-subsidiary Ipiranga Produtos de Petróleo S.A. (“IPP”), approved a capital increase in Isa-Sul Administração e Participações Ltda. (“Isa-Sul”), in the amount of R$ 995,696 with the issuance of 995,696,000 new shares. All shares were subscribedCash Equivalents and paid up with ordinary shares of Extrafarma held by the Company. After this reorganization, the Company became the direct parent company of Isa-Sul and Isa-Sul became the parent company of Extrafarma.Financial Investments
On October 31, 2015, the Company increased the capital of IPP in the amount of R$ 986,886 with the capital contribution of 995,696,017 shares issued by Isa-Sul. After this step, Isa-Sul became a direct subsidiary of IPP and Extrafarma became an indirect subsidiary of IPP. On December 1, 2015, Isa-Sul was merged by its subsidiary Extrafarma with equity fully incorporated at book-value. After this reorganization, the Extrafarma became the subsidiary of IPP and Isa-Sul was extinguished.
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of first-rate financial institutions linked to the Interbank Certificate of Deposit (“CDI”),CDI, in repurchase agreement and in short term investments funds, whose portfolio comprised exclusively of Brazilian Federal Government bonds; (ii) outside Brazil, in certificates of deposit of first-rate financial institutions;institutions and in short term investments funds, whose portfolio comprised of Federal Government bonds; and (iii) in currency and interest rate hedging instruments.
The financial assets were classified in Note 30,31, according to their characteristics and intention of the Company and its subsidiaries.
The balance of cash, cash equivalents and financial investments amounted to R$ 3,973,1626,369,928 in 20152017 (R$ 4,400,122 in 2014)5,701,849 as of December 31, 2016) and are distributed as follows:
Cash and cash equivalents are considered: (i) cash and bank deposits, and(ii) highly-liquid short-termhighly-liquidshort-term investments that are readily convertible into a known amount of cash and are subject to an insignificant risk of change in value.
| 2015 | 2014 | |||||||
Cash and bank deposits | ||||||||
In local currency | 92,160 | 47,426 | ||||||
In foreign currency | 99,856 | 85,870 | ||||||
Financial investments considered cash equivalents | ||||||||
In local currency | ||||||||
Fixed-income securities | 2,497,903 | 2,690,638 | ||||||
In foreign currency | ||||||||
Fixed-income securities | 12,974 | 3,435 | ||||||
|
|
|
| |||||
Total cash and cash equivalents | 2,702,893 | 2,827,369 | ||||||
|
|
|
| |||||
F-25
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2017 | 2016 | |||||||
Cash and bank deposits | ||||||||
In local currency | 73,128 | 47,177 | ||||||
In foreign currency | 74,798 | 66,141 | ||||||
Financial investments considered cash equivalents | ||||||||
In local currency | ||||||||
Fixed-income securities | 4,821,605 | 3,837,807 | ||||||
In foreign currency | ||||||||
Fixed-income securities | 32,473 | 323,033 | ||||||
|
|
|
| |||||
Total cash and cash equivalents | 5,002,004 | 4,274,158 | ||||||
|
|
|
| |||||
The financial investments of the Company and its subsidiaries, which are not classified as cash and cash equivalents, are distributed as follows:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Financial investments | ||||||||||||||||
In local currency | ||||||||||||||||
Fixed-income securities and funds | 801,587 | 902,683 | 1,153,040 | 1,174,458 | ||||||||||||
In foreign currency | ||||||||||||||||
Fixed-income securities and funds | 35,013 | 505,574 | 129,131 | 34,775 | ||||||||||||
Currency and interest rate hedging instruments(a) | 433,669 | 164,496 | 85,753 | 218,458 | ||||||||||||
|
|
|
| |||||||||||||
Total financial investments | 1,270,269 | 1,572,753 | 1,367,924 | 1,427,691 | ||||||||||||
|
|
|
| |||||||||||||
Current | 803,304 | 1,441,813 | 1,283,498 | 1,412,587 | ||||||||||||
|
| |||||||||||||||
Non-current | 466,965 | 130,940 | 84,426 | 15,104 | ||||||||||||
|
| |||||||||||||||
| (a) | Accumulated gains, net of income tax (see Note |
F-26
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
5. Trade Receivables and Reseller Financing
The composition of trade receivables and reseller financing is as follows:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Domestic customers | 2,971,019 | 2,424,756 | 4,057,752 | 3,315,783 | ||||||||||||
Reseller financing—Ipiranga | 350,119 | 310,062 | ||||||||||||||
Reseller financing – Ipiranga(i) | 675,236 | 466,277 | ||||||||||||||
Foreign customers | 199,081 | 191,533 | 229,701 | 180,679 | ||||||||||||
(-) Allowance for doubtful accounts | (200,816 | ) | (178,444 | ) | (295,580 | ) | (233,332 | ) | ||||||||
|
|
|
| |||||||||||||
Total | 3,319,403 | 2,747,907 | 4,667,109 | 3,729,407 | ||||||||||||
|
|
|
| |||||||||||||
Current | 3,167,164 | 2,604,101 | 4,337,118 | 3,502,322 | ||||||||||||
|
| |||||||||||||||
Non-current | 152,239 | 143,806 | 329,991 | 227,085 | ||||||||||||
|
| |||||||||||||||
Reseller financing is provided for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market.
| (i) | Reseller financing is provided for renovation and upgrading of service stations, purchase of products, and development of the automotive fuels and lubricants distribution market. |
The breakdown of trade receivables, gross of allowance for doubtful accounts, is as follows:
| Past due | ||||||||||||||||||||||||||||
| Total | Current | less than 30 days | 31-60 days | 61-90 days | 91-180 days | more than 180 days | ||||||||||||||||||||||
2015 | 3,520,219 | 3,080,681 | 113,136 | 22,834 | 13,473 | 30,411 | 259,684 | |||||||||||||||||||||
2014 | 2,926,351 | 2,515,782 | 128,778 | 25,479 | 12,457 | 23,542 | 220,313 | |||||||||||||||||||||
| Past due | ||||||||||||||||||||||||||||
| Total | Current | less than 30 days | 31-60 days | 61-90 days | 91-180 days | more than 180 days | ||||||||||||||||||||||
2017 | 4,962,689 | 4,102,549 | 200,939 | 46,491 | 48,197 | 87,812 | 476,701 | |||||||||||||||||||||
2016 | 3,962,739 | 3,326,934 | 167,790 | 44,152 | 23,738 | 60,150 | 339,975 | |||||||||||||||||||||
Movements in the allowance for doubtful accounts are as follows:
Balance | ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| 178,444 | |||
Additions | 44,380 | |||
Write-offs | (22,008 | ) | ||
|
| |||
Balance | 200,816 | |||
Additions | 48,402 | |||
Write-offs | (15,886 | ) | ||
Balance on 12/31/2016 | 233,332 | |||
Opening balance CBL S.A. (see Note 3.c) | 6,733 | |||
Additions | 66,427 | |||
Write-offs | (10,912 | ) | ||
Balance on 12/31/2017 | 295,580 | |||
|
|
For further information about allowance for doubtful accounts see Note 3031 – Customer credit risk.
F-27
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
6. Inventories
The composition of inventories is as follows:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||||||||||||||||||||||||||||||||||
| Cost | Provision for losses | Net balance | Cost | Provision for losses | Net balance | Cost | Provision for losses | Net balance | Cost | Provision for losses | Net balance | |||||||||||||||||||||||||||||||||||||
Fuels, lubricants and greases | 1,622,054 | (3,074 | ) | 1,618,980 | 1,317,042 | (2,851 | ) | 1,314,191 | ||||||||||||||||||||||||||||||||||||||||
Finished goods | 400,994 | (7,649 | ) | 393,345 | 345,255 | (7,849 | ) | 337,406 | 485,407 | (18,495 | ) | 466,912 | 425,335 | (19,801 | ) | 405,534 | ||||||||||||||||||||||||||||||||
Work in process | 1,723 | — | 1,723 | 986 | — | 986 | 1,637 | — | 1,637 | 2,011 | — | 2,011 | ||||||||||||||||||||||||||||||||||||
Raw materials | 257,700 | (1,026 | ) | 256,674 | 193,726 | (2,661 | ) | 191,065 | 492,029 | (1,835 | ) | 490,194 | 246,974 | (1,147 | ) | 245,827 | ||||||||||||||||||||||||||||||||
Liquefied petroleum gas (LPG) | 58,875 | (5,761 | ) | 53,114 | 41,616 | (5,761 | ) | 35,855 | 102,031 | (5,761 | ) | 96,270 | 71,466 | (5,761 | ) | 65,705 | ||||||||||||||||||||||||||||||||
Fuels, lubricants, and greases | 1,205,598 | (729 | ) | 1,204,869 | 907,466 | (619 | ) | 906,847 | ||||||||||||||||||||||||||||||||||||||||
Consumable materials and other items for resale | 103,013 | (9,259 | ) | 93,754 | 81,662 | (3,594 | ) | 78,068 | 160,024 | (5,380 | ) | 154,644 | 138,610 | (7,619 | ) | 130,991 | ||||||||||||||||||||||||||||||||
Pharmaceutical, hygiene, and beauty products | 303,603 | (9,568 | ) | 294,035 | 272,864 | (25,841 | ) | 247,023 | 415,956 | (2,447 | ) | 413,509 | 352,187 | (9,985 | ) | 342,202 | ||||||||||||||||||||||||||||||||
Advances to suppliers | 171,726 | — | 171,726 | 103,124 | — | 103,124 | ||||||||||||||||||||||||||||||||||||||||||
Purchase for future delivery(1) | 222,808 | — | 222,808 | 228,871 | — | 228,871 | ||||||||||||||||||||||||||||||||||||||||||
Properties for resale | 25,997 | — | 25,997 | 24,628 | — | 24,628 | 27,032 | (107 | ) | 26,925 | 25,982 | (107 | ) | 25,875 | ||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||
| 2,529,229 | (33,992 | ) | 2,495,237 | 1,971,327 | (46,325 | ) | 1,925,002 | 3,528,978 | (37,099 | ) | 3,491,879 | 2,808,478 | (47,271 | ) | 2,761,207 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||
| (1) | Refers to ethanol, biodiesel and advance of fuels. |
Movements in the provision for losses are as follows:
| ||||||||
| ||||||||
| ||||||||
Balance | ||||||||
| ||||||||
| ||||||||
| ||||||||
on 12/31/2014 |
| |||||||
| 46,325 | |||||||
Additions to net realizable value adjustment | 2,003 | |||||||
Reversals of obsolescence and other losses | (14,336 | ) | ||||||
|
| |||||||
Balance | 33,992 | |||||||
Additions to net realizable value adjustment | 12,393 | |||||||
Additions of obsolescence and other losses | 886 | |||||||
Balance on 12/31/2016 | 47,271 | |||||||
Reversals to net realizable value adjustment | (6,713 | ) | ||||||
Reversals of obsolescence and other losses | (3,459 | ) | ||||||
Balance on 12/31/2017 | 37,099 | |||||||
|
| |||||||
The breakdown of provisions for losses related to inventories is shown in the table below:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Net realizable value adjustment | 14,137 | 12,134 | 19,817 | 26,530 | ||||||||||||
Obsolescence and other losses | 19,855 | 34,191 | 17,282 | 20,741 | ||||||||||||
|
|
|
| |||||||||||||
Total | 33,992 | 46,325 | 37,099 | 47,271 | ||||||||||||
|
|
|
| |||||||||||||
F-28
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
7. Recoverable Taxes
Recoverable taxes are substantially represented by credits of State VAT (ICMS)Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (COFINS), Social Integration Program (PIS), Income Tax (IRPJ), and Social Contribution (CSLL).
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
IRPJ and CSLL | 197,890 | 182,602 | ||||||||||||||
ICMS | 350,325 | 296,747 | 580,630 | 459,255 | ||||||||||||
Provision for ICMS losses(1) | (64,891 | ) | (67,657 | ) | (72,076 | ) | (68,683 | ) | ||||||||
PIS and COFINS | 248,254 | 207,694 | 348,333 | 109,552 | ||||||||||||
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina and Oxiteno Uruguay | 22,791 | 40,035 | ||||||||||||||
Excise tax—IPI | 4,542 | 4,157 | ||||||||||||||
IRPJ and CSLL | 295,172 | 195,276 | ||||||||||||||
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno Andina, Oxiteno Uruguay and Ultrapar International | 27,180 | 22,121 | ||||||||||||||
Others | 5,316 | 5,288 | 15,587 | 6,868 | ||||||||||||
|
|
|
| |||||||||||||
Total | 764,227 | 668,866 | 1,194,826 | 724,389 | ||||||||||||
|
|
|
| |||||||||||||
Current | 628,778 | 593,462 | 881,584 | 541,772 | ||||||||||||
|
| |||||||||||||||
Non-current | 135,449 | 75,404 | 313,242 | 182,617 | ||||||||||||
|
| |||||||||||||||
| (1) | The provision for ICMS losses relates to tax credits that the subsidiaries believe will not be utilized or offset in the future based on its |
Balance | ||||
| ||||
| ||||
| ||||
| ||||
| 67,657 | |||
Write-offs, additions and reversals, net | (2,766 | ) | ||
|
| |||
Balance | 64,891 | |||
Additions, write-offs and reversals, net | 3,792 | |||
Balance on 12/31/2016 | 68,683 | |||
Additions, write-offs and reversals, net | 3,393 | |||
Balance on 12/31/2017 | 72,076 | |||
|
|
F-29
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
8. Related Parties
a. Related Parties
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this note. The balances and transactions between the Company and its subsidiaries with other related parties are disclosed below:
| Loans | Commercial transactions | Loans | Commercial transactions | |||||||||||||||||||||||||||||
| Assets | Liabilities | Receivables(1) | Payables(1) | Assets | Liabilities | Receivables(1) | Payables(1) | |||||||||||||||||||||||||
Oxicap Indústria de Gases Ltda. | — | — | — | 1,506 | — | — | — | 1,489 | ||||||||||||||||||||||||
Química da Bahia Indústria e Comércio S.A. | — | 3,046 | — | — | — | 2,946 | — | — | ||||||||||||||||||||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. | — | — | 12,553 | 6,562 | — | — | 1,067 | 31 | ||||||||||||||||||||||||
Refinaria de Petróleo Riograndense S.A. | — | — | — | 23,784 | — | — | — | 22,199 | ||||||||||||||||||||||||
Others | 490 | 1,326 | — | — | 490 | 1,239 | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total in 2015 | 490 | 4,372 | 12,553 | 31,852 | ||||||||||||||||||||||||||||
Total in 2017 | 490 | 4,185 | 1,067 | 23,719 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| Loans/AFAC | Commercial transactions | Loans | Commercial transactions | |||||||||||||||||||||||||||||
| Assets | Liabilities | Receivables(1) | Payables(1) | Assets | Liabilities | Receivables(1) | Payables(1) | |||||||||||||||||||||||||
Oxicap Indústria de Gases Ltda. | 10,368 | (2) | — | — | 1,061 | — | — | — | 1,534 | |||||||||||||||||||||||
Química da Bahia Indústria e Comércio S.A. | — | 3,046 | — | — | — | 2,946 | — | — | ||||||||||||||||||||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. | — | — | 10,499 | 1,494 | — | — | 7,259 | 5,820 | ||||||||||||||||||||||||
Refinaria de Petróleo Riograndense S.A. | — | — | — | 18,186 | ||||||||||||||||||||||||||||
Others | 490 | 1,326 | — | — | 490 | 1,326 | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
Total in 2014 | 10,858 | 4,372 | 10,499 | 2,555 | ||||||||||||||||||||||||||||
Total in 2016 | 490 | 4,272 | 7,259 | 25,540 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||
| (1) | Included in “trade receivables” and “trade payables,” respectively. |
| Commercial transactions | Commercial transactions | |||||||||||||||
| Sales and services | Purchases | Sales and services | Purchases | |||||||||||||
Oxicap Indústria de Gases Ltda. | 6 | 12,353 | ||||||||||||||
Oxicap Indústria de Gases Ltda | 6 | 18,108 | ||||||||||||||
Refinaria de Petróleo Riograndense S.A. | — | 615,014 | — | 1,004,030 | ||||||||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. | 18,205 | — | 7,239 | 859 | ||||||||||||
|
|
|
| |||||||||||||
Total in 2015 | 18,211 | 627,367 | ||||||||||||||
Total in 2017 | 7,245 | 1,022,997 | ||||||||||||||
|
|
|
| |||||||||||||
| Commercial transactions | Commercial transactions | |||||||||||||||
| Sales and services | Purchases | Sales and services | Purchases | |||||||||||||
Oxicap Indústria de Gases Ltda. | 6 | 12,725 | 6 | 18,079 | ||||||||||||
Refinaria de Petróleo Riograndense S.A. | — | 59,162 | — | 958,007 | ||||||||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. | 18,887 | — | 13,329 | 1,424 | ||||||||||||
|
|
|
| |||||||||||||
Total in 2014 | 18,893 | 71,887 | ||||||||||||||
Total in 2016 | 13,335 | 977,510 | ||||||||||||||
|
|
|
| |||||||||||||
F-30
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Commercial transactions | ||||||||
| Sales | Purchases | |||||||
Oxicap Indústria de Gases Ltda. | 6 | 12,371 | ||||||
Refinaria de Petróleo Riograndense S.A. | — | 30,607 | ||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. | 10,161 | — | ||||||
|
|
|
| |||||
Total in 2013 | 10,167 | 42,978 | ||||||
|
|
|
| |||||
| Commercial transactions | ||||||||
| Sales and services | Purchases | |||||||
Oxicap Indústria de Gases Ltda. | 6 | 12,353 | ||||||
Refinaria de Petróleo Riograndense S.A. | — | 615,014 | ||||||
ConectCar Soluções de Mobilidade Eletrônica S.A. | 18,205 | — | ||||||
|
|
|
| |||||
Total in 2015 | 18,211 | 627,367 | ||||||
|
|
|
| |||||
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on similar market prices and terms with customers and suppliers with comparable operational performance. The above operations related to ConectCar Soluções de Mobilidade Eletrônica S.A. (“ConectCar”) refer to the adhesion to Ipiranga’s marketing plan and services provided. Borrowing agreements are for an indeterminate period and do not contain interest clauses. In the opinion of the Company and its subsidiaries’ management, transactions with related parties are not subject to credit risk, which is why no allowance for doubtful accounts or collateral is provided. Collateral provided by the Company in loans of subsidiaries and affiliates are mentioned in Note 14.k). Intercompany loans are contracted in light of temporary cash surpluses or deficits of the Company, its subsidiaries, and its associates.
b. Key executives
The Company’s compensation strategy combines short and long-term elements, following the principles of alignment of interests and of maintaining a competitive compensation, and is aimed at retaining key officers and remunerating them adequately according to their attributed responsibilities and the value created to the Company and its shareholders.
Short-term compensation is comprised of: (a) fixed monthly compensation paid with the objective of rewarding the executive’s experience, responsibility, and his/her position’s complexity, and includes salary and benefits such as medical coverage,check-up, life insurance, and others; (b) variable compensation paid annually with the objective of aligning the executive’s and the Company’s objectives, which is linked to: (i) the business performance measured through its economic value creation and (ii) the fulfillment of individual annual goals that are based on the strategic plan and are focused on expansion and operational excellence projects, people development and market positioning, among others. In addition, the chief executive officer isin office until October 2, 2017 was entitled to additional long term variable compensation, relating towhich was terminated with the Company’s shares’ performance between 2013 and 2018, reflectingsuccession of the target of more than doubling the share value ofchief executive officer announced by the Company in 5 years.June, 2017. Further details about the Deferred Stock Plan are contained in Note 8.c) and aboutpost-employment benefits in Note 18.b).
The Company and its subsidiaries recognized expenses for compensation of its key executives (Company’s directors and executive officers) as shown below:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Short-term compensation | 37,759 | 30,187 | 28,041 | 45,477 | 40,306 | 37,759 | ||||||||||||||||||
Stock compensation | 6,126 | 5,462 | 3,642 | 1,399 | 5,427 | 6,126 | ||||||||||||||||||
Post-employment benefits | 2,936 | 3,660 | 2,599 | 1,096 | 3,336 | 2,936 | ||||||||||||||||||
Termination benefit | 8,794 | — | — | |||||||||||||||||||||
Long-term compensation | 2,302 | 1,684 | — | (6,459 | ) | 2,473 | 2,302 | |||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 49,123 | 40,993 | 34,282 | 50,307 | 51,542 | 49,123 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
F-31
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Deferred Stock Plan
On April 27, 2001, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a benefit plan to members of management and employees in executive positions in the Company and its subsidiaries. On November 26, 2003, the Extraordinary General Shareholders’ MeetingEGM approved certain amendments to the original plan of 2001 (the “Deferred Stock Plan”). In the Deferred Stock Plan, certain members of management of the Company and its subsidiaries have the usufruct of voting and economic rights of shares and the ownership of these shares is retained by the subsidiaries of the Company. The Deferred Stock Plan provides for the transfer of the ownership of the shares to those eligible members of management after five to tenseven years from the initial concession of the rights subject to uninterrupted employment of the participant during the period. The total number of shares to be used for the Deferred Stock Plan is subject to the availability in treasury of such shares. It is incumbent on Ultrapar’s executive officers to select the members of management eligible for the plan and propose the number of shares in each case for approval by the Board of Directors. The fair value of the awards were determined on the grant date based on the market value of the shares on the BM&FBOVESPAB3 S.A. – Brasil, Bolsa, de Valores, Mercadorias e FuturosBalcão (“BM&FBOVESPA”B3”), the Brazilian Securities, Commodities and Futures Exchange and the amounts are amortized between five and tento seven years from the grant date.
The table below summarizes shares granted to the Company and its subsidiaries’ management:
Grant date | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | Accumulated recognized grant costs | Accumulated unrecognized grant costs | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | Accumulated recognized grant costs | Accumulated unrecognized grant costs | ||||||||||||||||||||||||||||||||||||
March 13, 2017 | 100,000 | 2022 to 2024 | 67.99 | 9,378 | (1,327 | ) | 8,051 | |||||||||||||||||||||||||||||||||||||||||
March 4, 2016 | 190,000 | 2021 to 2023 | 65.43 | 17,147 | (5,339 | ) | 11,808 | |||||||||||||||||||||||||||||||||||||||||
December 9, 2014 | 590,000 | 2019 to 2021 | 50.64 | 41,210 | (7,583 | ) | 33,627 | 570,000 | 2019 to 2021 | 50.64 | 39,814 | (20,849 | ) | 18,965 | ||||||||||||||||||||||||||||||||||
March 5, 2014 | 83,400 | 2019 to 2021 | 52.15 | 5,999 | (1,868 | ) | 4,131 | 83,400 | 2019 to 2021 | 52.15 | 5,999 | (3,906 | ) | 2,093 | ||||||||||||||||||||||||||||||||||
February 3, 2014 | 150,000 | 2018 to 2020 | 55.36 | 11,454 | (4,513 | ) | 6,941 | |||||||||||||||||||||||||||||||||||||||||
November 7, 2012 | 320,000 | 2017 to 2019 | 42.90 | 19,098 | (10,347 | ) | 8,751 | 199,998 | 2017 to 2019 | 42.90 | 18,309 | (15,937 | ) | 2,372 | ||||||||||||||||||||||||||||||||||
December 14, 2011 | 120,000 | 2016 to 2018 | 31.85 | 5,272 | (3,656 | ) | 1,616 | 40,000 | 2016 to 2018 | 31.85 | 5,272 | (5,042 | ) | 230 | ||||||||||||||||||||||||||||||||||
November 10, 2010 | 173,336 | 2015 to 2017 | 26.78 | 9,602 | (8,319 | ) | 1,283 | — | 2015 to 2017 | 26.78 | 9,602 | (9,602 | ) | — | ||||||||||||||||||||||||||||||||||
December 16, 2009 | 83,328 | 2014 to 2016 | 20.75 | 7,155 | (6,843 | ) | 312 | |||||||||||||||||||||||||||||||||||||||||
October 8, 2008 | — | 2013 to 2015 | 9.99 | 8,090 | (8,090 | ) | — | |||||||||||||||||||||||||||||||||||||||||
November 9, 2006 | 207,200 | 2016 | 11.62 | 3,322 | (3,045 | ) | 277 | |||||||||||||||||||||||||||||||||||||||||
December 14, 2005 | — | 2015 | 8.21 | 1,060 | (1,060 | ) | — | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||
| 1,727,264 | 112,262 | (55,324 | ) | 56,938 | 1,183,398 | 105,521 | (62,002 | ) | 43,519 | |||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||
In 2015,2017, the amortization in the amount of R$ 16,93511,752 (R$ 12,28918,372 in 20142016 and R$ 9,72916,935 in 2013)2015) was recognized as a general and administrative expense.
The table below summarizes the changes of number of shares granted:
Balance | ||||
| ||||
Shares granted on March | ||||
| ||||
Shares vested and transferred | ( | ) | ||
|
| |||
Balance | ||||
Shares | ||||
| ( | ) | ||
Shares vested and transferred | (273,341 | ) | ||
|
| |||
Balance | ||||
|
|
In addition, on April 19, 2017, Ultrapar’s Shareholders approved a new incentive plan based on shares (“Plan”), which establishes the general terms and conditions for the concession of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, to directors or employees of the Company or its subsidiaries under its direct or indirect control.
F-32
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Management may be appointed to participate in this new plan (statutory or designated, except members of the Board of Directors of the Company) or employees in executive positions of the Company or its subsidiaries under its direct or indirect control (“Participants”), subject to the provisions of each program. The Board of Directors or the Personnel and Organization Committee, appointed to advise them on the administration of the Plan (“Committee”), as the case may be, shall indicate, through the incentive programs in shares (“Program”), the Participants that will have the usufruct on the shares issued by the Company and the concession of shares issued by the Company. As a result of the Plan, common shares representing at most 1% of the Company’s share capital may be delivered to the Participants, which corresponds, at the date of approval of this Plan, to 5,564,051 common shares.
The Board of Directors approved the 1st Restricted stock program and the 1st Restricted stock and performance program, as follows:
Program | Grant date | Balance of number of shares granted | Vesting period | Market price of shares on the grant date (in R$ per share) | Total grant costs, including taxes | Accumulated recognized grant costs | Accumulated unrecognized grant costs | |||||||
Restricted | October 1, 2017 | 120,000 | 2023 | 76.38 | 12,642 | (527) | 12,115 | |||||||
Restricted and Performance | November 8, 2017 | 46,270 | 2020 to 2022 | 76.38 | 5,901 | (257) | 5,644 | |||||||
|
|
|
| |||||||||||
| 166,270 | 18,543 | (784) | 17,759 | |||||||||||
|
|
|
|
In 2017, a general and administrative expense in the amount of R$ 784 was recognized in relation to the Plan.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
9. Income and Social Contribution Taxes
a. Deferred Income and Social Contribution Taxes
The Company and its subsidiaries recognize deferred tax assets and liabilities which are not subject to the statute of limitations, resulting from tax loss carryforwards, temporary differences, negative tax bases and revaluation of property, plant, and equipment, among others. Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Assets—Deferred income and social contribution taxes on: | ||||||||||||||||
Provision for impairment of assets | 41,428 | 55,527 | 47,592 | 46,254 | ||||||||||||
Provisions for tax, civil, and labor risks | 140,707 | 128,365 | 145,767 | 163,096 | ||||||||||||
Provision for post-employment benefits | 42,297 | 40,729 | 81,199 | 54,185 | ||||||||||||
Provision for differences between cash and accrual basis | 989 | 457 | 40,755 | 18,452 | ||||||||||||
Goodwill | 33,894 | 48,162 | 14,234 | 17,823 | ||||||||||||
Business combination – fiscal basis vs. accounting basis of goodwill | 72,691 | 68,458 | 74,972 | 68,064 | ||||||||||||
Provision for asset retirement obligation | 22,418 | 21,116 | 19,111 | 23,419 | ||||||||||||
Other provisions | 145,336 | 59,802 | 146,002 | 136,463 | ||||||||||||
Tax losses and negative basis for social contribution carryforwards (d) | 59,233 | 39,957 | 201,471 | 78,682 | ||||||||||||
|
|
|
| |||||||||||||
Total | 558,993 | 462,573 | 771,103 | 606,438 | ||||||||||||
|
|
|
| |||||||||||||
Offset the liabilities balance | (225,492 | ) | (189,094 | ) | ||||||||||||
|
| |||||||||||||||
Net balance of assets | 545,611 | 417,344 | ||||||||||||||
|
| |||||||||||||||
Liabilities—Deferred income and social contribution taxes on: | ||||||||||||||||
Revaluation of property, plant, and equipment | 2,887 | 3,009 | 2,109 | 2,640 | ||||||||||||
Lease | 4,426 | 4,948 | 3,361 | 3,899 | ||||||||||||
Provision for differences between cash and accrual basis | 184,951 | 77,266 | 44,440 | 59,264 | ||||||||||||
Provision for goodwill/negative goodwill | 17,794 | 11,183 | 131,811 | 74,895 | ||||||||||||
Business combination – fair value of assets | 47,110 | 49,181 | 45,414 | 46,202 | ||||||||||||
Temporary differences of foreign subsidiaries | 2,855 | 5,097 | 955 | 2,290 | ||||||||||||
Other provisions | 5,981 | 2,163 | 35,926 | 7,549 | ||||||||||||
|
|
|
| |||||||||||||
Total | 266,004 | 152,847 | 264,016 | 196,739 | ||||||||||||
|
|
|
| |||||||||||||
Offset the assets balance | (225,492 | ) | (189,094 | ) | ||||||||||||
|
| |||||||||||||||
Net balance of liabilities | 38,524 | 7,645 | ||||||||||||||
|
| |||||||||||||||
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| 2017 | 2016 | 2015 | ||||||||||
Initial balance | 409,699 | 292,989 | 309,726 | |||||||||
Deferred IRPJ and CSLL recognized in income of the year | 83,029 | 100,505 | (14,813 | ) | ||||||||
Deferred IRPJ and CSLL recognized in other comprehensive income | 13,389 | 18,938 | (2,250 | ) | ||||||||
Deferred IRPJ and CSLL recognized in business combination | (610 | ) | — | — | ||||||||
Others | 1,580 | (2,733 | ) | 326 | ||||||||
|
|
|
|
|
| |||||||
Final balance | 507,087 | 409,699 | 292,989 | |||||||||
|
|
|
|
|
| |||||||
F-33
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| 2015 | 2014 | 2013 | ||||||||||
Initial balance | 309,726 | 274,633 | 384,407 | |||||||||
Deferred IRPJ and CSLL recognized in income of the year | (14,813 | ) | (21,745 | ) | (90,996 | ) | ||||||
Deferred IRPJ and CSLL recognized in comprehensive income of the year | (2,250 | ) | (863 | ) | (9,304 | ) | ||||||
Deferred IRPJ and CSLL recognized in business combinations | — | 56,408 | (8,365 | ) | ||||||||
Others | 326 | 1,293 | (1,109 | ) | ||||||||
|
|
|
|
|
| |||||||
Final balance | 292,989 | 309,726 | 274,633 | |||||||||
|
|
|
|
|
| |||||||
The estimated recovery of deferred tax assets relating to IRPJ and CSLL is stated as follows:
Up to 1 | ||||
From 1 to 2 | ||||
From 2 to 3 | ||||
From 3 to 5 | ||||
From 5 to 7 | ||||
From 7 to 10 | ||||
|
| |||
Total of deferred tax assets relating to IRPJ and CSLL | ||||
|
|
F-34
Ultrapar Participações S.A.The technical study on Extrafarma’s projection of taxable profits for the realization of deferred tax assets was reviewed by the Fiscal Council on February 20, 2018 and Subsidiaries
Notes toapproved by the Consolidated Financial Statements
(In thousandsCompany’s Board of Brazilian Reais, unless otherwise stated)
Directors on February 21, 2018, taking into account implementation of the actions proposed by the subsidiary’s management, among them, the operational restructuring and the expansion of stores.
b. Reconciliation of Income and Social Contribution Taxes
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Income before taxes and share of profit (loss) of joint ventures, and associates | 2,258,192 | 1,841,190 | 1,806,428 | |||||||||||||||||||||
Income (loss) before taxes and share of profit (loss) of joint ventures, and associates | 2,392,624 | 2,263,134 | 2,258,192 | |||||||||||||||||||||
Statutory tax rates—% | 34 | 34 | 34 | 34 | 34 | 34 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Income and social contribution taxes at the statutory tax rates | (767,785 | ) | (626,005 | ) | (614,185 | ) | (813,492 | ) | (769,466 | ) | (767,785 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Adjustments to the statutory income and social contribution taxes: | ||||||||||||||||||||||||
Nondeductible expenses(i) | (70,540 | ) | (26,519 | ) | (24,793 | ) | (105,017 | ) | (57,961 | ) | (70,540 | ) | ||||||||||||
Nontaxable revenues(ii) | 3,753 | 2,596 | 6,569 | 19,084 | 7,561 | 3,753 | ||||||||||||||||||
Adjustment to estimated income(iii) | 12,926 | 13,638 | 6,050 | 10,844 | 14,218 | 12,926 | ||||||||||||||||||
Interest on equity(iv) | — | — | (218 | ) | (550 | ) | (364 | ) | — | |||||||||||||||
Other adjustments | 4,874 | (603 | ) | 1,100 | 1,104 | 7,108 | 4,874 | |||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Income and social contribution taxes before tax incentives | (816,772 | ) | (636,893 | ) | (625,477 | ) | (888,027 | ) | (798,904 | ) | (816,772 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Tax incentives—SUDENE | 82,436 | 63,405 | 52,755 | 48,598 | 98,912 | 82,436 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Income and social contribution taxes in the income statement | (734,336 | ) | (573,488 | ) | (572,722 | ) | (839,429 | ) | (699,992 | ) | (734,336 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Current | (801,959 | ) | (615,148 | ) | (534,481 | ) | (922,458 | ) | (800,497 | ) | (719,523 | ) | ||||||||||||
Deferred | (14,813 | ) | (21,745 | ) | (90,996 | ) | 83,029 | 100,505 | (14,813 | ) | ||||||||||||||
Tax incentives—SUDENE | 82,436 | 63,405 | 52,755 | |||||||||||||||||||||
Effective IRPJ and CSLL rates—% | 32.5 | 31.1 | 31.7 | |||||||||||||||||||||
Effective IRPJ and CSLL rates -% | 35.0 | 30.9 | 32.5 | |||||||||||||||||||||
| (i) | Nondeductible expenses consist of certain expenses that cannot be deducted for tax purposes under applicable tax legislation, such as expenses with fines, donations, gifts, losses of assets, negative effects of foreign subsidiaries and certain provisions; |
| (ii) | Nontaxable revenues consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes and the reversal of certain provisions; |
| (iii) | Brazilian tax law allows for an alternative method of taxation for companies that generated gross revenues of up to R$ 78 million in their previous fiscal year. Certain subsidiaries of the Company adopted this alternative form of taxation, whereby income and social contribution taxes are calculated on a basis equal to 32% of operating revenues, as opposed to being calculated based on the effective taxable income of these subsidiaries. The adjustment to estimated income represents the difference between the taxation under this alternative method and the income and social contribution taxes that would have been paid based on the effective statutory rate applied to the taxable income of these |
| (iv) | Interest on equity is an option |
F-35
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c. Tax Incentives—SUDENE
The following subsidiaries are entitled to federal tax benefits providing for IRPJ reduction under the program for development of northeastern Brazil operated by the SuperintendencySuperintendence for the Development of the Northeast (“SUDENE”):
Subsidiary | Units | Incentive—% | Expiration | |||||||
Oxiteno Nordeste S.A. Indústria e Comércio | Camaçari plant | 75 | 2016 | |||||||
Bahiana Distribuidora de Gás Ltda. | Caucaia base(1) | 75 | 2012 | |||||||
| Mataripe base(2) | 75 | 2024 | ||||||||
| Aracaju base | 75 | 2017 | ||||||||
| Suape base | 75 | 2018 | ||||||||
Terminal Químico de Aratu S.A.—Tequimar | Suape terminal | 75 | 2020 | |||||||
| Aratu terminal | 75 | 2022 | ||||||||
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. | Camaçari plant | 75 | 2021 | |||||||
On December 30, 2014, Terminal Químico de Aratu S.A.—Tequimar (“Tequimar”) filed a request at SUDENE requiring the income tax reduction incentive, due to the implementation of the Itaqui Terminal in São Luis—Maranhão.
Subsidiary | Units | Incentive—% | Expiration | |||||||
Bahiana Distribuidora de Gás Ltda. | Aracaju base(1) | 75 | 2017 | |||||||
| Suape base | 75 | 2018 | ||||||||
| Mataripe base | 75 | 2024 | ||||||||
| Caucaia base | 75 | 2025 | ||||||||
Terminal Químico de Aratu S.A. – Tequimar | Suape terminal | 75 | 2020 | |||||||
| Aratu terminal | 75 | 2022 | ||||||||
| Itaqui terminal | 75 | 2025 | ||||||||
Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. | Camaçari plant | 75 | 2021 | |||||||
Oxiteno Nordeste S.A. Indústria e Comércio | Camaçari plant(2) | 75 | 2026 | |||||||
Empresa Carioca de Produtos Químicos S.A. | Camaçari plant(3) | 75 | 2026 | |||||||
| (1) |
| (2) | On April 10, 2017 the subsidiary requested to SUDENE the extension of recognition of the tax |
| modernizations realized in Camaçari plant. Due to |
| (3) | On June 12, 2017 the subsidiary Empresa Carioca de Produtos Químicos S.A. (“EMCA”) filed a request at SUDENE requiring the 75% income tax reduction incentive for its Camaçari plant – Bahia, due to modernizations on the plant. SUDENE approved the 75% income tax reduction until 2026 through an appraisal report issued on August 29, 2017. On September 21, 2017, the constitutive benefit appraisal report was forwarded to the RFB for approval within a term of 120 days. As a result of the expiration of the statutes of limitation for the RFB to approve the constitutive benefit appraisal report, the income tax reduction was recognized by the subsidiary in the income statement in 2017, in the total amount of R$ 1,842 with retroactive effect to January 2017. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
On July 3, 2017, the subsidiary Bahiana Distribuidora de Gás Ltda. (“Bahiana”), filed a request at SUDENE requiring the 75% income tax reduction incentive, due to productive unit implementation for its Juazeiro plant – Bahia. SUDENE approved the incentive until 2026 through an appraisal report issued on November 7, 2017. The constitutive benefit appraisal report was forwarded to the RFB, on November 27, 2017, for approval within a term of 120 days.
d. Income and Social Contribution Taxes Carryforwards
In 2015,2017, certain subsidiaries of the Company had tax loss carryforwards related to income tax (IRPJ) of R$ 190,359598,183 (R$ 126,624236,956 in 2014)2016) and negative basis of CSLL of R$ 129,368576,949 (R$ 92,232216,036 in 2014)2016), whose compensations are limited to 30% of taxable income in a given tax year, which do not expire. Based on these values, the Company and its subsidiaries recognized deferred income and social contribution tax assets in the amount of R$ 59,233201,471 in 20152017 (R$ 39,95778,682 in 2014)2016).
10. Prepaid expenses
F-36
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2017 | 2016 | |||||||
Rents(1) | 329,421 | 196,944 | ||||||
Advertising and publicity | 67,321 | 37,833 | ||||||
Deferred Stock Plan, net (see Note 8.c) | 37,591 | 44,719 | ||||||
Insurance premiums | 39,629 | 46,896 | ||||||
Software maintenance | 8,237 | 12,478 | ||||||
Other prepaid expenses | 14,733 | 7,531 | ||||||
|
|
|
| |||||
| 496,932 | 346,401 | |||||||
|
|
|
| |||||
Current | 150,046 | 123,883 | ||||||
Non-current | 346,886 | 222,518 | ||||||
| 2015 | 2014 | |||||||
Rents | 114,439 | 99,285 | ||||||
Deferred Stock Plan, net (see Note 8.c) | 45,889 | 61,183 | ||||||
Advertising and publicity | 25,195 | 6,103 | ||||||
Insurance premiums | 24,644 | 20,295 | ||||||
Software maintenance | 8,937 | 6,790 | ||||||
Purchases of meal and transportation tickets | 1,757 | 1,559 | ||||||
Taxes and other prepaid expenses | 7,279 | 3,281 | ||||||
|
|
|
| |||||
| 228,140 | 198,496 | |||||||
|
|
|
| |||||
Current | 81,476 | 67,268 | ||||||
|
|
|
| |||||
Non-current | 146,664 | 131,228 | ||||||
|
|
|
| |||||
11. Investments
F-37a. Joint Ventures
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The Company holds an interest in Refinaria de Petróleo Riograndense (“RPR”), which is primarily engaged in oil refining.
The subsidiary Ultracargo—Ultracargo – Operações Logísticas e Participações Ltda. (“Ultracargo Participações”) holds an interest in União Vopak —Armazé– Armazéns Gerais Ltda. (“União Vopak”), which is primarily engaged in liquid bulk storage in the port of Paranaguá.
The subsidiary IPP holds an interest in ConectCar, established in November 2012, which is primarily engaged in electronic payment of tolls parking and fuel. ConectCar, formed in November 2012 currently operatesparking in the States of Alagoas, Bahia, Ceará, Espírito Santo, Goiás, Maranhão, Mato Grosso, Mato Grosso do Sul, Minas Gerais, Paraná, Pernambuco, Rio de Janeiro, Rio Grande do Sul, Santa Catarina, and São Paulo and Distrito Federal, and in the Distrito Federal.electronic fuel payment segment throughout the Brazilian territory.
These investments are accounted for under the equity method of accounting based on their financial statements as of December 31, 2015.2017.
Balances and changes in joint ventures are as follows:
| Movements in investments | ||||||||||||||||
| Uniăo Vopak | RPR | ConectCar | Total | |||||||||||||
Balance in 2012 | 5,714 | 19,759 | 2,736 | 28,209 | ||||||||||||
Capital increase | — | — | 24,945 | 24,945 | ||||||||||||
Share of profit (loss) of joint ventures | 1,302 | 4,780 | (11,962 | ) | (5,880 | ) | ||||||||||
Dividends received | (1,100 | ) | (1,788 | ) | — | (2,888 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Balance in 2013 | 5,916 | 22,751 | 15,719 | 44,386 | ||||||||||||
Capital increase | — | — | 28,500 | 28,500 | ||||||||||||
Valuation adjustments | — | 1,375 | — | 1,375 | ||||||||||||
Share of profit (loss) of joint ventures | 181 | (50 | ) | (18,747 | ) | (18,616 | ) | |||||||||
Dividends received | (1,137 | ) | — | — | (1,137 | ) | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Balance in 2014 | 4,960 | 24,076 | 25,472 | 54,508 | ||||||||||||
Capital increase | — | — | 37,080 | 37,080 | ||||||||||||
Advance for Future Capital Increase | — | — | 4,000 | 4,000 | ||||||||||||
Valuation adjustments | — | 1,535 | — | 1,535 | ||||||||||||
Share of profit (loss) of joint ventures | 699 | 8,248 | (23,234 | ) | (14,287 | ) | ||||||||||
Dividends received | (1,114 | ) | (2,345 | ) | — | (3,459 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Balance in 2015 | 4,545 | 31,514 | 43,318 | 79,377 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
F-38
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in joint ventures are as follows:
| Movements in investments | ||||||||||||||||
| União Vopak | RPR | ConectCar | Total | |||||||||||||
Balance on 12/31/2014 | 4,960 | 24,076 | 25,472 | 54,508 | ||||||||||||
Capital increase | — | — | 37,080 | 37,080 | ||||||||||||
Advance for Future Capital Increase | — | — | 4,000 | 4,000 | ||||||||||||
Valuation adjustments | — | 1,535 | — | 1,535 | ||||||||||||
Share of profit (loss) of joint ventures | 699 | 8,248 | (23,234 | ) | (14,287 | ) | ||||||||||
Dividends | (1,114 | ) | (2,345 | ) | — | (3,459 | ) | |||||||||
|
|
|
|
|
|
|
| |||||||||
Balance on 12/31/2015 | 4,545 | 31,514 | 43,318 | 79,377 | ||||||||||||
Capital increase | — | — | 47,281 | 47,281 | ||||||||||||
Valuation adjustments | — | (2,935 | ) | — | (2,935 | ) | ||||||||||
Dividends and interest on equity (gross) | — | (12,915 | ) | — | (12,915 | ) | ||||||||||
Share of profit (loss) of joint ventures | (27 | ) | 29,745 | (24,384 | ) | 5,334 | ||||||||||
|
|
|
|
|
|
|
| |||||||||
Balance on 12/31/2016 | 4,518 | 45,409 | 66,215 | 116,142 | ||||||||||||
Capital increase | — | — | 16,000 | 16,000 | ||||||||||||
Valuation adjustments | — | 4,079 | — | 4,079 | ||||||||||||
Dividends and interest on equity (gross) | — | (30,959 | ) | — | (30,959 | ) | ||||||||||
Share of profit (loss) of joint ventures | 1,578 | 36,210 | (20,989 | ) | 16,799 | |||||||||||
|
|
|
|
|
|
|
| |||||||||
Balance on 12/31/2017 | 6,096 | 54,739 | 61,226 | 122,061 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
The table below presents the full amounts of balance sheets and income statements of joint ventures:
| 2015 | 2017 | |||||||||||||||||||||||
| Uniăo Vopak | RPR | ConectCar | União Vopak | RPR | ConectCar | |||||||||||||||||||
Current assets | 3,360 | 234,094 | 59,599 | 7,110 | 389,022 | 90,242 | ||||||||||||||||||
Non-current assets | 7,300 | 114,123 | 85,195 | 6,627 | 128,417 | 132,785 | ||||||||||||||||||
Current liabilities | 1,570 | 176,134 | 62,158 | 1,210 | 297,762 | 100,564 | ||||||||||||||||||
Non-current liabilities | — | 77,172 | — | 336 | 54,821 | 12 | ||||||||||||||||||
Shareholders’ equity | 9,090 | 94,911 | 82,636 | 12,191 | 164,856 | 122,451 | ||||||||||||||||||
Net revenue from sales and services | 12,026 | 974,807 | 18,410 | 15,260 | 5,067,950 | 33,935 | ||||||||||||||||||
Costs and operating expenses | (10,198 | ) | (926,392 | ) | (89,431 | ) | ||||||||||||||||||
Costs, operating expenses and income | (10,852 | ) | (4,876,389 | ) | (100,444 | ) | ||||||||||||||||||
Net financial income and income and social contribution taxes | (430 | ) | (20,768 | ) | 24,553 | (1,252 | ) | (82,498 | ) | 24,530 | ||||||||||||||
Net income (loss) | 1,398 | 27,647 | (46,468 | ) | 3,156 | 109,063 | (41,979 | ) | ||||||||||||||||
Number of shares or units held | 29,995 | 5,078,888 | 94,579,500 | 29,995 | 5,078,888 | 169,860,500 | ||||||||||||||||||
% of capital held | 50 | 33 | 50 | 50 | 33 | 50 | ||||||||||||||||||
The percentages in the table above are rounded.
| 2014 | ||||||||||||
| Uniăo Vopak | RPR | ConectCar | ||||||||||
Current assets | 2,762 | 160,789 | 38,852 | |||||||||
Non-current assets | 8,066 | 102,738 | 53,236 | |||||||||
Current liabilities | 908 | 101,083 | 41,143 | |||||||||
Non-current liabilities | — | 89,935 | — | |||||||||
Shareholders’ equity | 9,920 | 72,509 | 50,945 | |||||||||
Net revenue from sales and services | 10,490 | 233,308 | 9,981 | |||||||||
Costs and operating expenses | (10,114 | ) | (232,634 | ) | (66,797 | ) | ||||||
Net financial income and income and social contribution taxes | (14 | ) | (825 | ) | 19,323 | |||||||
Net income (loss) | 362 | (151 | ) | (37,493 | ) | |||||||
Number of shares or units held | 29,995 | 5,078,888 | 57,500,000 | |||||||||
% of capital held | 50 | 33 | 50 | |||||||||
The percentages in the table above are rounded.
| 2013 | ||||||||||||
| Uniăo Vopak | RPR | ConectCar | ||||||||||
Current assets | 3,814 | 115,968 | 26,585 | |||||||||
Non-current assets | 9,358 | 98,407 | 25,301 | |||||||||
Current liabilities | 1,340 | 46,973 | 20,448 | |||||||||
Non-current liabilities | — | 98,883 | — | |||||||||
Shareholders’ equity | 11,832 | 68,519 | 31,438 | |||||||||
Net revenue from sales and services | 12,632 | 200,328 | 4,146 | |||||||||
Costs and operating expenses | (8,954 | ) | (191,860 | ) | (40,319 | ) | ||||||
Net financial income and income and social contribution taxes | (1,074 | ) | (4,505 | ) | 12,248 | |||||||
Net income (loss) | 2,604 | 3,963 | (23,925 | ) | ||||||||
Number of shares or units held | 29,995 | 5,078,888 | 50,000,000 | |||||||||
% of capital held | 50 | 33 | 50 | |||||||||
The percentages in the table above are rounded.
F-39
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2016 | ||||||||||||
| União Vopak | RPR | ConectCar | ||||||||||
Current assets | 4,228 | 286,916 | 93,634 | |||||||||
Non-current assets | 6,383 | 116,931 | 116,243 | |||||||||
Current liabilities | 700 | 198,619 | 77,448 | |||||||||
Non-current liabilities | 876 | 68,467 | — | |||||||||
Shareholders’ equity | 9,035 | 136,761 | 132,429 | |||||||||
Net revenue from sales and services | 12,030 | 1,490,516 | 30,058 | |||||||||
Costs, operating expenses and income | (12,430 | ) | (1,361,551 | ) | (105,800 | ) | ||||||
Net financial income and income and social contribution taxes | 346 | (39,379 | ) | 26,974 | ||||||||
Net income (loss) | (54 | ) | 89,586 | (48,768 | ) | |||||||
Number of shares or units held | 29,995 | 5,078,888 | 145,860,500 | |||||||||
% of capital held | 50 | 33 | 50 | |||||||||
| 2015 | ||||||||||||
| União Vopak | RPR | ConectCar | ||||||||||
Current assets | 3,360 | 234,094 | 59,599 | |||||||||
Non-current assets | 7,300 | 114,123 | 85,195 | |||||||||
Current liabilities | 1,570 | 176,134 | 62,158 | |||||||||
Non-current liabilities | — | 77,172 | — | |||||||||
Shareholders’ equity | 9,090 | 94,911 | 82,636 | |||||||||
Costs, operating expenses and income | (10,198 | ) | (926,392 | ) | (89,431 | ) | ||||||
Net financial income and income and social contribution taxes | (430 | ) | (20,768 | ) | 24,553 | |||||||
Net income (loss) | 1,398 | 27,647 | (46,468 | ) | ||||||||
Number of shares or units held | 29,995 | 5,078,888 | 94,579,500 | |||||||||
% of capital held | 50 | 33 | 50 | |||||||||
The percentages in the table above are rounded.
b. Associates
Subsidiary IPP holds an interest in Transportadora Sulbrasileira de Gás S.A., which is primarily engaged in natural gas transportation services.
Subsidiary Oxiteno S.A. Indústria e Comércio (“Oxiteno S.A”) holds an interest in Oxicap Indústria de Gases Ltda. (“Oxicap”), which is primarily engaged in the supply of nitrogen and oxygen for its shareholders in the Mauá petrochemical complex.
Subsidiary Oxiteno Nordeste S.A. Indústria e Comércio (“Oxiteno Nordeste”) holds an interest in Química da Bahia Indústria e Comércio S.A., which is primarily engaged in manufacturing, marketing, and processing of chemicals. The operations of this associate are currently suspended.
Subsidiary CompanhiaCia. Ultragaz S.A. (“Cia. Ultragaz”) holds an interest in Metalúrgica Plus S.A., which is primarily engaged in the manufacture and trading of LPG containers. The operations of this associate are currently suspended.
Subsidiary IPP holds an interest in Plenogás Distribuidora de Gás S.A., which is primarily engaged in the marketing of LPG. The operations of this associate are currently suspended.
The investment of subsidiary Oxiteno S.A. in the associate Oxicap is accounted for under the equity method of accounting based on its financial information as of November 30, 2015,2017, while the other associates are valued based on the financial statements in 2015.as of 2017.
Balances and changes in associates are as follows:
| Movements in investments | ||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Total | ||||||||||||||||
Balance in 2012 | 7,014 | 2,020 | 3,636 | — | 12,670 | |||||||||||||||
Capital reduction | (1,500 | ) | — | — | — | (1,500 | ) | |||||||||||||
Share of profit (loss) of associates | 764 | 124 | (1 | ) | — | 887 | ||||||||||||||
Dividends received | (316 | ) | — | — | — | (316 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Balance in 2013 | 5,962 | 2,144 | 3,635 | — | 11,741 | |||||||||||||||
Dividends received | (725 | ) | — | — | — | (725 | ) | |||||||||||||
Share of profit of associates | 975 | 946 | 41 | 165 | 2,127 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Balance in 2014 | 6,212 | 3,090 | 3,676 | 165 | 13,143 | |||||||||||||||
Capital increase | — | 10,368 | (1) | — | — | 10,368 | ||||||||||||||
Dividends received | (1,924 | ) | (3,453 | ) | — | — | (5,377 | ) | ||||||||||||
Share of profit (loss) of associates | 1,455 | 1,995 | 8 | (55 | ) | 3,403 | ||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Balance in 2015 | 5,743 | 12,000 | 3,684 | 110 | 21,537 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
F-40
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in associates are as follows:
| Movements in investments | ||||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | Total | |||||||||||||||||
Balance on 12/31/2014 | 6,212 | 3,090 | 3,676 | 165 | — | 13,143 | ||||||||||||||||
Capital increase | — | 10,368(1) | — | — | — | 10,368 | ||||||||||||||||
Dividends | (1,924 | ) | (3,453) | — | — | — | (5,377 | ) | ||||||||||||||
Share of profit (loss) of associates | 1,455 | 1,995 | 8 | (55 | ) | — | 3,403 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance on 12/31/2015 | 5,743 | 12,000 | 3,684 | 110 | — | 21,537 | ||||||||||||||||
Dividends | (948 | ) | — | — | — | — | (948 | ) | ||||||||||||||
Share of profit (loss) of associates | 1,206 | 981 | (6 | ) | (39 | ) | — | 2,142 | ||||||||||||||
Balance on 12/31/2016 | 6,001 | 12,981 | 3,678 | 71 | — | 22,731 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Dividends | (865 | ) | — | — | — | (399 | ) | (1,264 | ) | |||||||||||||
Share of profit (loss) of associates | 1,212 | 1,477 | (60 | ) | 269 | 976 | 3,874 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
Balance on 12/31/2017 | 6,348 | 14,458 | 3,618 | 340 | 577 | 25,341 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
| ||||||||||||
| (1) | In 2015, Oxicap’s shareholders realized a capital increase and Oxiteno S.A. reduced its stake from 25% to 15% approximately. |
The table below presents the full amounts of balance sheets and income statements of associates:
| 2015 | 2017 | |||||||||||||||||||||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | |||||||||||||||||||||||||||||||
Current assets | 5,175 | 13,390 | 73 | 759 | 691 | 11,218 | 45,061 | 67 | 175 | 505 | ||||||||||||||||||||||||||||||
Non-current assets | 18,773 | 79,203 | 10,403 | 1,681 | 2,830 | 16,464 | 74,612 | 10,278 | 1,695 | 2,821 | ||||||||||||||||||||||||||||||
Current liabilities | 644 | 8,682 | — | 403 | 101 | 1,960 | 12,338 | — | 422 | 93 | ||||||||||||||||||||||||||||||
Non-current liabilities | 332 | 4,371 | 3,109 | 1,708 | 1,777 | 332 | 7,920 | 3,110 | 427 | 1,500 | ||||||||||||||||||||||||||||||
Shareholders’ equity | 22,972 | 79,540 | 7,367 | 329 | 1,643 | 25,390 | 99,424 | 7,235 | 1,021 | 1,733 | ||||||||||||||||||||||||||||||
Net revenue from sales and services | 10,628 | 42,799 | — | — | — | 10,522 | 52,709 | — | — | — | ||||||||||||||||||||||||||||||
Costs, operating expenses, and income | (4,703 | ) | (14,050 | ) | (34 | ) | (172 | ) | 1,792 | |||||||||||||||||||||||||||||||
Costs, operating expenses and income | (5,649 | ) | (40,769 | ) | (90 | ) | 673 | 628 | ||||||||||||||||||||||||||||||||
Net financial income and income and social contribution taxes | (7 | ) | (9,973 | ) | 49 | 8 | 14 | — | (2,144 | ) | (31 | ) | 179 | 15 | ||||||||||||||||||||||||||
Net income (loss) for the year | 5,918 | 18,776 | 15 | (164 | ) | 1,806 | ||||||||||||||||||||||||||||||||||
Net income (loss) | 4,873 | 9,796 | (121 | ) | 852 | 643 | ||||||||||||||||||||||||||||||||||
Number of shares or units held | 20,124,996 | 1,987 | 1,493,120 | 3,000 | 1,384,308 | 20,124,996 | 1,987 | 1,493,120 | 3,000 | 1,384,308 | ||||||||||||||||||||||||||||||
% of capital held | 25 | 15 | 50 | 33 | 33 | 25 | 15 | 50 | 33 | 33 | ||||||||||||||||||||||||||||||
The percentages in the table above are rounded.
| 2014 | ||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | ||||||||||||||||
Current assets | 5,832 | 12,434 | 103 | 923 | 231 | |||||||||||||||
Non-current assets | 19,978 | 77,199 | 10,358 | 1,682 | 2,830 | |||||||||||||||
Current liabilities | 632 | 2,771 | — | 403 | 80 | |||||||||||||||
Non-current liabilities | 332 | 74,502 | 3,109 | 1,708 | 3,144 | |||||||||||||||
Shareholders’ equity | 24,846 | 12,360 | 7,352 | 494 | (163 | ) | ||||||||||||||
Net revenue from sales and services | 8,525 | 32,972 | — | — | — | |||||||||||||||
Costs, operating expenses, and income | (4,543 | ) | (27,174 | ) | (45 | ) | 344 | 442 | ||||||||||||
Net financial income and income and social contribution taxes | (84 | ) | (2,013 | ) | 127 | 990 | (13 | ) | ||||||||||||
Net income for the period | 3,898 | 3,785 | 82 | 1,334 | 429 | |||||||||||||||
Number of shares or units held | 20,124,996 | 156 | 1,493,120 | 3,000 | 1,384,308 | |||||||||||||||
% of capital held | 25 | 25 | 50 | 33 | 33 | |||||||||||||||
The percentages in the table above are rounded.
F-41
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2013 | ||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | ||||||||||||||||
Current assets | 4,482 | 19,507 | 85 | 555 | 3 | |||||||||||||||
Non-current assets | 20,449 | 73,767 | 10,085 | 331 | 2,926 | |||||||||||||||
Current liabilities | 749 | 11,019 | — | 17 | 62 | |||||||||||||||
Non-current liabilities | 332 | 73,681 | 2,901 | 1,708 | 3,459 | |||||||||||||||
Shareholders’ equity | 23,850 | 8,574 | 7,269 | (839 | ) | (592 | ) | |||||||||||||
Net revenue from sales and services | 6,794 | 31,458 | — | — | — | |||||||||||||||
Costs, operating expenses, and income | (3,665 | ) | (30,629 | ) | (30 | ) | (159 | ) | 276 | |||||||||||
Net financial income and income and social contribution taxes | (74 | ) | (335 | ) | 28 | 1 | 12 | |||||||||||||
Net income (loss) for the year | 3,055 | 494 | (2 | ) | (158 | ) | 288 | |||||||||||||
Number of shares or units held | 20,124,996 | 156 | 1,493,120 | 3,000 | 1,384,308 | |||||||||||||||
% of capital held | 25 | 25 | 50 | 33 | 33 | |||||||||||||||
| 2016 | ||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | ||||||||||||||||
Current assets | 7,524 | 28,358 | 220 | 169 | 1,178 | |||||||||||||||
Non-current assets | 17,570 | 70,034 | 10,246 | 1,682 | 2,821 | |||||||||||||||
Current liabilities | 759 | 7,125 | 1 | 21 | 53 | |||||||||||||||
Non-current liabilities | 332 | 5,226 | 3,109 | 1,616 | 1,667 | |||||||||||||||
Shareholders’ equity | 24,003 | 86,041 | 7,356 | 214 | 2,279 | |||||||||||||||
Net revenue from sales and services | 9,955 | 52,751 | — | — | — | |||||||||||||||
Costs, operating expenses and income | (5,194 | ) | (39,539 | ) | (60 | ) | (189 | ) | 574 | |||||||||||
Net financial income and income and social contribution taxes | 63 | (6,837 | ) | 49 | (19 | ) | 68 | |||||||||||||
Net income (loss) | 4,824 | 6,375 | (11 | ) | (208 | ) | 642 | |||||||||||||
Number of shares or units held | 20,124,996 | 1,987 | 1,493,120 | 3,000 | 1,384,308 | |||||||||||||||
% of capital held | 25 | 15 | 50 | 33 | 33 | |||||||||||||||
| 2015 | ||||||||||||||||||||
| Transportadora Sulbrasileira de Gás S.A. | Oxicap Indústria de Gases Ltda. | Química da Bahia Indústria e Comércio S.A. | Metalúrgica Plus S.A. | Plenogás Distribuidora de Gás S.A. | ||||||||||||||||
Current assets | 5,175 | 13,390 | 73 | 759 | 691 | |||||||||||||||
Non-current assets | 18,773 | 79,203 | 10,403 | 1,681 | 2,830 | |||||||||||||||
Current liabilities | 644 | 8,682 | — | 403 | 101 | |||||||||||||||
Non-current liabilities | 332 | 4,371 | 3,109 | 1,708 | 1,777 | |||||||||||||||
Shareholders’ equity | 22,972 | 79,540 | 7,367 | 329 | 1,643 | |||||||||||||||
Net revenue from sales and services | 10,628 | 42,799 | — | — | — | |||||||||||||||
Costs, operating expenses and income | (4,703 | ) | (14,050 | ) | (34 | ) | (172 | ) | 1,792 | |||||||||||
Net financial income and income and social contribution taxes | (7 | ) | (9,973 | ) | 49 | 8 | 14 | |||||||||||||
Net income (loss) | 5,918 | 18,776 | 15 | (164 | ) | 1,806 | ||||||||||||||
Number of shares or units held | 20,124,996 | 1,987 | 1,493,120 | 3,000 | 1,384,308 | |||||||||||||||
% of capital held | 25 | 15 | 50 | 33 | 33 | |||||||||||||||
The percentages in the table above are rounded.
F-42
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 12. | Property, Plant, and Equipment |
Balances and changes in property, plant, and equipment are as follows:
| Weighted average useful life (years) | Balance in 2014 | Additions | Depreciation | Transfer | Write-offs and disposals | Effect of foreign currency exchange rate variation | Balance in 2015 | Weighted average useful life (years) | Balance on 12/31/2016 | Additions | Depreciation | Transfer | Write-offs and disposals | Effect of foreign currency exchange rate variation | Opening balance CBLSA | Balance on 12/31/2017 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Land | — | 476,107 | 45,843 | — | 3,077 | (4,947 | ) | 4,079 | 524,159 | — | 520,575 | 4,319 | — | 16,039 | (969) | 4,574 | 34,636 | 579,174 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Buildings | 31 | 1,275,728 | 14,521 | — | 86,725 | (4,060 | ) | 9,689 | 1,382,603 | 30 | 1,440,204 | 10,677 | — | 95,630 | (12,409) | 32,998 | 72,767 | 1,639,867 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Leasehold improvements | 11 | 631,342 | 17,825 | — | 55,615 | (3,599 | ) | — | 701,183 | 9 | 796,521 | 13,819 | — | 116,698 | (14,494) | 11 | — | 912,555 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | 13 | 3,909,475 | 99,038 | — | 108,286 | (12,300 | ) | (112,660 | ) | 3,991,839 | 12 | 4,225,056 | 130,154 | — | 105,060 | (16,069) | 277,730 | — | 4,721,931 | |||||||||||||||||||||||||||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | 14 | 2,096,563 | 121,746 | — | 81,386 | (17,233 | ) | — | 2,282,462 | 13 | 2,429,079 | 131,134 | — | 78,568 | (29,935) | — | 112,229 | 2,721,075 | ||||||||||||||||||||||||||||||||||||||||||||||||||
LPG tanks and bottles | 12 | 494,691 | 83,608 | — | 2,777 | (39,725 | ) | — | 541,351 | 11 | 619,511 | 59,598 | — | (1,149) | (34,263) | — | — | 643,697 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vehicles | 7 | 244,467 | 21,883 | — | 11,358 | (18,341 | ) | (591 | ) | 258,776 | 7 | 271,133 | 28,428 | — | 6,948 | (21,055) | 1,841 | — | 287,295 | |||||||||||||||||||||||||||||||||||||||||||||||||
Furniture and utensils | 9 | 156,115 | 14,198 | — | 4,888 | (440 | ) | (4,066 | ) | 170,695 | 9 | 204,550 | 35,078 | — | 10,775 | (834) | 10,756 | 6,169 | 266,494 | |||||||||||||||||||||||||||||||||||||||||||||||||
Construction in progress | — | 372,974 | 373,774 | — | (337,967 | ) | (2,550 | ) | 31,302 | 437,533 | — | 523,285 | 766,775 | — | (386,198) | (4) | 10,192 | 14,950 | 929,000 | |||||||||||||||||||||||||||||||||||||||||||||||||
Advances to suppliers | — | 19,527 | 10,685 | — | (18,095 | ) | — | 8 | 12,125 | — | 96,423 | 61,536 | — | (48,722) | — | 2,930 | — | 112,167 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Imports in progress | — | 59 | 1,959 | — | (817 | ) | — | — | 1,201 | — | 58 | 1,182 | — | (450) | — | (4) | — | 786 | ||||||||||||||||||||||||||||||||||||||||||||||||||
IT equipment | 5 | 239,930 | 24,255 | — | 1,124 | (4,810 | ) | 186 | 260,685 | 5 | 288,705 | 42,638 | — | 3,095 | (1,081) | 170 | 19,495 | 353,022 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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| 9,916,978 | 829,335 | — | (1,643 | ) | (108,005 | ) | (72,053 | ) | 10,564,612 | 11,415,100 | 1,285,338 | — | (3,706) | (131,113) | 341,198 | 260,246 | 13,167,063 | |||||||||||||||||||||||||||||||||||||||||||||||||||
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Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buildings | (565,308 | ) | — | (40,766 | ) | 15 | 1,919 | 12,309 | (591,831 | ) | (632,908) | — | (46,795) | 130 | 5,535 | (28,365) | (22,005) | (724,408) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Leasehold improvements | (313,647 | ) | — | (48,132 | ) | 1 | 2,661 | — | (359,117 | ) | (412,449) | — | (71,660) | (166) | 8,624 | — | — | (475,651) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | (2,158,390 | ) | — | (234,792 | ) | (240 | ) | 9,005 | 143,173 | (2,241,244 | ) | (2,474,504) | — | (258,068) | (139) | 10,174 | (257,629) | — | (2,980,166) | |||||||||||||||||||||||||||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | (1,164,074 | ) | — | (116,010 | ) | — | 9,287 | — | (1,270,797 | ) | (1,383,069) | — | (144,884) | (29) | 26,907 | — | (44,731) | (1,545,806) | ||||||||||||||||||||||||||||||||||||||||||||||||||
LPG tanks and bottles | (231,001 | ) | — | (34,392 | ) | (136 | ) | 16,295 | — | (249,234 | ) | (276,414) | — | (45,838) | 130 | 16,157 | — | — | (305,965) | |||||||||||||||||||||||||||||||||||||||||||||||||
Vehicles | (90,004 | ) | — | (15,769 | ) | 369 | 12,126 | 821 | (92,457 | ) | (101,082) | — | (21,740) | 80 | 12,365 | (1,823) | — | (112,200) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Furniture and utensils | (105,483 | ) | — | (10,050 | ) | — | 323 | 4,951 | (110,259 | ) | (120,747) | — | (15,128) | (9) | 594 | (9,275) | (4,010) | (148,575) | ||||||||||||||||||||||||||||||||||||||||||||||||||
IT equipment | (189,859 | ) | — | (16,872 | ) | (7 | ) | 3,667 | (722 | ) | (203,793 | ) | (220,421) | — | (24,481) | 148 | 991 | (121) | (16,975) | (260,859) | ||||||||||||||||||||||||||||||||||||||||||||||||
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| (4,817,766 | ) | — | (516,783 | ) | 2 | 55,283 | 160,532 | (5,118,732 | ) | (5,621,594) | — | (628,594) | 145 | 81,347 | (297,213) | (87,721) | (6,553,630) | |||||||||||||||||||||||||||||||||||||||||||||||||||
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Provision for losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advances to suppliers | — | (83 | ) | — | — | — | — | (83 | ) | (83) | — | — | — | — | — | — | (83) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Land | (197 | ) | — | — | — | — | — | (197 | ) | (197) | (104) | — | — | 197 | — | — | (104) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Leasehold improvements | (462 | ) | — | — | — | 2 | (199 | ) | (659 | ) | (560) | (10) | — | — | 14 | (8) | — | (564) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | (5,895 | ) | (1,137 | ) | — | — | 2,964 | (671 | ) | (4,739 | ) | (4,347) | (397) | — | — | 45 | (25) | — | (4,724) | |||||||||||||||||||||||||||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | — | (1,342 | ) | — | — | 36 | — | (1,306 | ) | (336) | — | — | — | 167 | — | — | (169) | |||||||||||||||||||||||||||||||||||||||||||||||||||
IT equipment | (683 | ) | — | — | — | 683 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Furniture and utensils | (4 | ) | (1 | ) | — | — | 4 | — | (1 | ) | (1) | — | — | — | — | — | — | (1) | ||||||||||||||||||||||||||||||||||||||||||||||||||
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| (7,241 | ) | (2,563 | ) | — | — | 3,689 | (870 | ) | (6,985 | ) | (5,524) | (511) | — | — | 423 | (33) | — | (5,645) | ||||||||||||||||||||||||||||||||||||||||||||||||||
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Net amount | 5,091,971 | 826,772 | (516,783 | ) | (1,641 | ) | (49,033 | ) | 87,609 | 5,438,895 | 5,787,982 | 1,284,827 | (628,594) | (3,561) | (49,343) | 43,952 | 172,525 | 6,607,788 | ||||||||||||||||||||||||||||||||||||||||||||||||||
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F-43
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance in 2013 | Additions | Depreciation | Transfer | Write- offs and disposals | Opening balance of Extrafarma(1) | Effect of foreign currency exchange rate variation | Balance in 2014 | Weighted average useful life (years) | Balance on 12/31/2015 | Additions | Depreciation | Transfer | Write- offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2016 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Land | — | 458,619 | 6,586 | — | 16,126 | (6,668 | ) | — | 1,444 | 476,107 | — | 524,159 | 157 | — | 218 | (202) | (3,757) | 520,575 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Buildings | 30 | 1,219,746 | 8,781 | — | 53,395 | (11,189 | ) | — | 4,995 | 1,275,728 | 30 | 1,382,603 | 11,597 | — | 68,989 | (281) | (22,704) | 1,440,204 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Leasehold improvements | 11 | 549,841 | 9,104 | — | 51,047 | (1,634 | ) | 23,023 | (39 | ) | 631,342 | 9 | 701,183 | 11,109 | — | 87,312 | (3,078) | (5) | 796,521 | |||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | 13 | 3,745,901 | 81,454 | — | 77,810 | (6,957 | ) | 6,365 | 4,902 | 3,909,475 | 13 | 3,991,839 | 117,157 | — | 164,883 | (10,209) | (38,614) | 4,225,056 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | 14 | 1,939,720 | 103,387 | — | 76,431 | (22,975 | ) | — | — | 2,096,563 | 14 | 2,282,462 | 113,162 | — | 56,213 | (22,758) | — | 2,429,079 | ||||||||||||||||||||||||||||||||||||||||||||||||||
LPG tanks and bottles | 12 | 460,596 | 85,958 | — | — | (51,863 | ) | — | — | 494,691 | 11 | 541,351 | 107,582 | — | 1,435 | (30,857) | — | 619,511 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Vehicles | 8 | 213,635 | 25,207 | — | 18,642 | (18,668 | ) | 5,554 | 97 | 244,467 | 7 | 258,776 | 25,882 | — | 5,559 | (18,575) | (509) | 271,133 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Furniture and utensils | 9 | 126,758 | 13,094 | — | 2,116 | (1,030 | ) | 14,923 | 254 | 156,115 | 10 | 170,695 | 27,319 | — | 8,955 | (1,315) | (1,104) | 204,550 | ||||||||||||||||||||||||||||||||||||||||||||||||||
Construction in progress | — | 302,076 | 328,034 | — | (266,699 | ) | (1,150 | ) | 6,752 | 3,961 | 372,974 | — | 437,533 | 487,651 | — | (384,335) | (535) | (17,029) | 523,285 | |||||||||||||||||||||||||||||||||||||||||||||||||
Advances to suppliers | — | 27,558 | 26,320 | — | (32,100 | ) | (2,251 | ) | — | — | 19,527 | — | 12,125 | 102,465 | — | (13,781) | — | (4,386) | 96,423 | |||||||||||||||||||||||||||||||||||||||||||||||||
Imports in progress | — | 130 | 1,723 | — | (1,690 | ) | — | — | (104 | ) | 59 | — | 1,201 | 8,007 | — | (8,895) | — | (255) | 58 | |||||||||||||||||||||||||||||||||||||||||||||||||
IT equipment | 5 | 206,286 | 25,830 | — | 714 | (1,556 | ) | 8,683 | (27 | ) | 239,930 | 5 | 260,685 | 27,574 | — | 3,448 | (1,561) | (1,441) | 288,705 | |||||||||||||||||||||||||||||||||||||||||||||||||
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| 9,250,866 | 715,478 | — | (4,208 | ) | (125,941 | ) | 65,300 | 15,483 | 9,916,978 | 10,564,612 | 1,039,662 | — | (9,999) | (89,371) | (89,804) | 11,415,100 | ||||||||||||||||||||||||||||||||||||||||||||||||||||
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Accumulated depreciation: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Buildings | (533,776 | ) | — | (37,671 | ) | (26 | ) | 6,171 | — | (6 | ) | (565,308 | ) | (591,831) | — | (43,778) | 13 | 151 | 2,537 | (632,908) | ||||||||||||||||||||||||||||||||||||||||||||||||
Leasehold improvements | (269,598 | ) | — | (40,367 | ) | (280 | ) | 1,146 | (4,585 | ) | 37 | (313,647 | ) | (359,117) | — | (55,913) | 339 | 2,235 | 7 | (412,449) | ||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | (1,939,238 | ) | — | (226,811 | ) | 312 | 5,875 | (1,756 | ) | 3,228 | (2,158,390 | ) | (2,241,244) | — | (242,419) | 3,099 | 9,536 | (3,476) | (2,474,504) | |||||||||||||||||||||||||||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | (1,066,425 | ) | — | (115,095 | ) | 2 | 17,444 | — | — | (1,164,074 | ) | (1,270,797) | — | (130,613) | — | 18,341 | — | (1,383,069) | ||||||||||||||||||||||||||||||||||||||||||||||||||
LPG tanks and bottles | (221,321 | ) | — | (29,653 | ) | — | 19,973 | — | — | (231,001 | ) | (249,234) | — | (40,941) | — | �� | 13,761 | — | (276,414) | |||||||||||||||||||||||||||||||||||||||||||||||||
Vehicles | (87,860 | ) | — | (12,509 | ) | — | 12,922 | (2,503 | ) | (54 | ) | (90,004 | ) | (92,457) | — | (19,991) | — | 11,234 | 132 | (101,082) | ||||||||||||||||||||||||||||||||||||||||||||||||
Furniture and utensils | (93,246 | ) | — | (9,449 | ) | (3 | ) | 902 | (3,624 | ) | (63 | ) | (105,483 | ) | (110,259) | — | (11,146) | 5 | 868 | (215) | (120,747) | |||||||||||||||||||||||||||||||||||||||||||||||
IT equipment | (173,942 | ) | — | (13,206 | ) | (37 | ) | 1,417 | (3,994 | ) | (97 | ) | (189,859 | ) | (203,793) | — | (19,225) | (3) | 1,488 | 1,112 | (220,421) | |||||||||||||||||||||||||||||||||||||||||||||||
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| (4,385,406 | ) | — | (484,761 | ) | (32 | ) | 65,850 | (16,462 | ) | 3,045 | (4,817,766 | ) | (5,118,732) | — | (564,026) | 3,453 | 57,614 | 97 | (5,621,594) | |||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Provision for losses: | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advances to suppliers | (83) | — | — | — | — | — | (83) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Land | (197 | ) | — | — | — | — | — | — | (197 | ) | (197) | — | — | — | — | — | (197) | |||||||||||||||||||||||||||||||||||||||||||||||||||
Leasehold improvements | — | (459 | ) | — | — | — | — | (3 | ) | (462 | ) | (659) | (4) | — | — | — | 103 | (560) | ||||||||||||||||||||||||||||||||||||||||||||||||||
Machinery and equipment | (5,027 | ) | (1,451 | ) | — | — | 592 | — | (9 | ) | (5,895 | ) | (4,739) | (281) | — | — | 325 | 348 | (4,347) | |||||||||||||||||||||||||||||||||||||||||||||||||
IT equipment | (6 | ) | (677 | ) | — | — | — | — | — | (683 | ) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | (1,306) | — | — | — | 970 | — | (336) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Furniture and utensils | (5 | ) | — | — | — | 1 | — | — | (4 | ) | (1) | — | — | — | — | — | (1) | |||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| (5,235 | ) | (2,587 | ) | — | — | 593 | — | (12 | ) | (7,241 | ) | (6,985) | (285) | — | — | 1,295 | 451 | (5,524) | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net amount | 4,860,225 | 712,891 | (484,761 | ) | (4,240 | ) | (59,498 | ) | 48,838 | 18,516 | 5,091,971 | 5,438,895 | 1,039,377 | (564,026) | (6,546) | (30,462) | (89,256) | 5,787,982 | ||||||||||||||||||||||||||||||||||||||||||||||||||
|
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|
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| ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Construction in progress relates substantially to expansions and renovations of industrial facilities and terminals and construction and upgrade of service stations and fuel distribution bases.
Advances to suppliers of property, plant, and equipment relate basically to manufacturing of equipment for expansion of plants, terminals and bases, modernization of service stations, and acquisition of real estate.
F-44
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2014 | Additions | Depreciation | Transfer | Write-offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2015 | |||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||
Land | — | 476,107 | 45,843 | — | 3,077 | (4,947) | 4,079 | 524,159 | ||||||||||||||||||||||||
Buildings | 31 | 1,275,728 | 14,521 | — | 86,725 | (4,060) | 9,689 | 1,382,603 | ||||||||||||||||||||||||
Leasehold improvements | 11 | 631,342 | 17,825 | — | 55,615 | (3,599) | — | 701,183 | ||||||||||||||||||||||||
Machinery and equipment | 13 | 3,909,475 | 99,038 | — | 108,286 | (12,300) | (112,660) | 3,991,839 | ||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | 14 | 2,096,563 | 121,746 | — | 81,386 | (17,233) | — | 2,282,462 | ||||||||||||||||||||||||
LPG tanks and bottles | 12 | 494,691 | 83,608 | — | 2,777 | (39,725) | — | 541,351 | ||||||||||||||||||||||||
Vehicles | 7 | 244,467 | 21,883 | — | 11,358 | (18,341) | (591) | 258,776 | ||||||||||||||||||||||||
Furniture and utensils | 9 | 156,115 | 14,198 | — | 4,888 | (440) | (4,066) | 170,695 | ||||||||||||||||||||||||
Construction in progress | — | 372,974 | 373,774 | — | (337,967) | (2,550) | 31,302 | 437,533 | ||||||||||||||||||||||||
Advances to suppliers | — | 19,527 | 10,685 | — | (18,095) | — | 8 | 12,125 | ||||||||||||||||||||||||
Imports in progress | — | 59 | 1,959 | — | (817) | — | — | 1,201 | ||||||||||||||||||||||||
IT equipment | 5 | 239,930 | 24,255 | — | 1,124 | (4,810) | 186 | 260,685 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| 9,916,978 | 829,335 | — | (1,643) | (108,005) | (72,053) | 10,564,612 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Accumulated depreciation: | ||||||||||||||||||||||||||||||||
Buildings | (565,308) | — | (40,766) | 15 | 1,919 | 12,309 | (591,831) | |||||||||||||||||||||||||
Leasehold improvements | (313,647) | — | (48,132) | 1 | 2,661 | — | (359,117) | |||||||||||||||||||||||||
Machinery and equipment | (2,158,390) | — | (234,792) | (240) | 9,005 | 143,173 | (2,241,244) | |||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | (1,164,074) | — | (116,010) | — | 9,287 | — | (1,270,797) | |||||||||||||||||||||||||
LPG tanks and bottles | (231,001) | — | (34,392) | (136) | 16,295 | — | (249,234) | |||||||||||||||||||||||||
Vehicles | (90,004) | — | (15,769) | 369 | 12,126 | 821 | (92,457) | |||||||||||||||||||||||||
Furniture and utensils | (105,483) | — | (10,050) | — | 323 | 4,951 | (110,259) | |||||||||||||||||||||||||
IT equipment | (189,859) | — | �� | (16,872) | (7) | 3,667 | (722) | (203,793) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| (4,817,766) | — | (516,783) | 2 | 55,283 | 160,532 | (5,118,732) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Provision for losses: | ||||||||||||||||||||||||||||||||
Advances to suppliers | — | (83) | — | — | — | — | (83) | |||||||||||||||||||||||||
Land | (197) | — | — | — | — | — | (197) | |||||||||||||||||||||||||
Leasehold improvements | (462) | — | — | — | 2 | (199) | (659) | |||||||||||||||||||||||||
Machinery and equipment | (5,895) | (1,137) | — | — | 2,964 | (671) | (4,739) | |||||||||||||||||||||||||
Automotive fuel/lubricant distribution equipment and facilities | — | (1,342) | — | — | 36 | — | (1,306) | |||||||||||||||||||||||||
IT equipment | (683) | — | 683 | — | — | |||||||||||||||||||||||||||
Furniture and utensils | (4) | (1) | — | — | 4 | — | (1) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| (7,241) | (2,563) | — | — | 3,689 | (870) | (6,985) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net amount | 5,091,971 | 826,772 | (516,783) | (1,641) | (49,033) | 87,609 | 5,438,895 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
BalancesConstruction in progress relates substantially to expansions, renovations, construction and changes in intangibleupgrade of industrial facilities, terminals, stores, service stations and distribution bases.
Advances to suppliers is related basically to manufacturing of assets are as follows:for expansion of plants, terminals, stores, bases, and acquisition of real estate.
| Weighted average useful life (years) | Balance in 2014 | Additions | Amortization | Transfer | Write- offs and disposals | Effect of foreign currency exchange rate variation | Balance in 2015 | |||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||
Goodwill (i) | — | 1,456,179 | — | — | — | — | — | 1,456,179 | ||||||||||||||||||||||||
Software (ii) | 5 | 451,936 | 82,612 | — | 453 | (59 | ) | 4,580 | 539,522 | |||||||||||||||||||||||
Technology (iii) | 5 | 32,617 | — | — | — | — | — | 32,617 | ||||||||||||||||||||||||
Commercial property rights (iv) | 10 | 31,881 | 4,994 | — | — | (287 | ) | — | 36,588 | |||||||||||||||||||||||
Distribution rights (v) | 5 | 2,762,985 | 515,502 | — | — | — | — | 3,278,487 | ||||||||||||||||||||||||
Brands (vi) | — | 105,458 | — | — | 2 | — | 15,484 | 120,944 | ||||||||||||||||||||||||
Others (vii) | 4 | 38,606 | 6,492 | — | (79 | ) | — | 1,932 | 46,951 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| 4,879,662 | 609,600 | — | 376 | (346 | ) | 21,996 | 5,511,288 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||||||
Software | (303,780 | ) | — | (44,346 | ) | — | 59 | (2,693 | ) | (350,760 | ) | |||||||||||||||||||||
Technology | (29,471 | ) | — | (1,785 | ) | — | — | — | (31,256 | ) | ||||||||||||||||||||||
Commercial property rights | (14,545 | ) | — | (2,643 | ) | — | 209 | — | (16,979 | ) | ||||||||||||||||||||||
Distribution rights | (1,366,128 | ) | — | (433,869 | ) | (2,992 | ) | — | — | (1,802,989 | ) | |||||||||||||||||||||
Others | (7,625 | ) | — | (7,821 | ) | 96 | — | (19 | ) | (15,369 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| (1,721,549 | ) | — | (490,464 | ) | (2,896 | ) | 268 | (2,712 | ) | (2,217,353 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net amount | 3,158,113 | 609,600 | (490,464 | ) | (2,520 | ) | (78 | ) | 19,284 | 3,293,935 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| Weighted average useful life (years) | Balance in 2013 | Additions | Amortization | Transfer | Write- offs and disposals | Opening balance of Extrafarma(1) | Effect of foreign currency exchange rate variation | Balance in 2014 | ||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||||||
Goodwill (i) | — | 794,626 | — | — | — | — | 661,553 | — | 1,456,179 | |||||||||||||||||||||||||||
Software (ii) | 5 | 353,637 | 73,994 | — | 16,379 | (456 | ) | 7,817 | 565 | 451,936 | ||||||||||||||||||||||||||
Technology (iii) | 5 | 32,436 | 181 | — | — | — | — | — | 32,617 | |||||||||||||||||||||||||||
Commercial property rights (iv) | 11 | 16,334 | 1,838 | — | — | — | 13,709 | — | 31,881 | |||||||||||||||||||||||||||
Distribution rights (v) | 4 | 2,213,573 | 532,461 | — | (190 | ) | (205 | ) | 17,346 | — | 2,762,985 | |||||||||||||||||||||||||
Brands (vi) | — | 29,048 | — | — | — | — | 72,523 | 3,887 | 105,458 | |||||||||||||||||||||||||||
Others (vii) | 9 | 16,475 | 407 | — | (10,294 | ) | — | 31,953 | 65 | 38,606 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| 3,456,129 | 608,881 | — | 5,895 | (661 | ) | 804,901 | 4,517 | 4,879,662 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||||||||||
Software | (261,693 | ) | — | (36,780 | ) | (3,922 | ) | 455 | (1,416 | ) | (424 | ) | (303,780 | ) | ||||||||||||||||||||||
Technology | (27,690 | ) | — | (1,782 | ) | — | — | — | 1 | (29,471 | ) | |||||||||||||||||||||||||
Commercial property rights | (5,515 | ) | — | (2,742 | ) | 8 | — | (6,296 | ) | — | (14,545 | ) | ||||||||||||||||||||||||
Distribution rights | (992,022 | ) | — | (367,681 | ) | (6,536 | ) | 111 | — | — | (1,366,128 | ) | ||||||||||||||||||||||||
Others | (454 | ) | — | (7,164 | ) | — | — | — | (7 | ) | (7,625 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| (1,287,374 | ) | — | (416,149 | ) | (10,450 | ) | 566 | (7,712 | ) | (430 | ) | (1,721,549 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Net amount | 2,168,755 | 608,881 | (416,149 | ) | (4,555 | ) | (95 | ) | 797,189 | 4,087 | 3,158,113 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
F-45
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balances and changes in intangible assets are as follows:
| Weighted average useful life (years) | Balance on 12/31/2016 | Additions | Amortization | Transfer | Write- offs and disposals | Effect of foreign currency exchange rate variation | Opening balance CBLSA | Balance on 12/31/2017 | ||||||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||||||
Goodwill(i) | — | 1,454,484 | — | — | — | — | — | 123,673 | 1,578,157 | |||||||||||||||||||||||||||
Software(ii) | 5 | 641,691 | 207,703 | — | 2,447 | (1,193 | ) | 2,431 | — | 853,079 | ||||||||||||||||||||||||||
Technology(iii) | 5 | 32,617 | — | — | — | — | — | — | 32,617 | |||||||||||||||||||||||||||
Commercial property rights(iv) | 10 | 43,258 | 13,837 | — | (68 | ) | (1,958 | ) | — | — | 55,069 | |||||||||||||||||||||||||
Distribution rights(v) | 6 | 3,651,316 | 580,011 | — | — | — | — | 42,052 | 4,273,379 | |||||||||||||||||||||||||||
Brands(vi) | — | 112,936 | — | — | — | — | 607 | — | 113,543 | |||||||||||||||||||||||||||
Others(vii) | 4 | 39,172 | 420 | — | — | — | 922 | — | 40,514 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| 5,975,474 | 801,971 | — | 2,379 | (3,151 | ) | 3,960 | 165,725 | 6,946,358 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||||||||||
Software | (396,702 | ) | — | (59,579 | ) | (5 | ) | 1,191 | (1,704 | ) | — | (456,799 | ) | |||||||||||||||||||||||
Technology | (32,469 | ) | — | (72 | ) | — | — | — | — | (32,541 | ) | |||||||||||||||||||||||||
Commercial property rights | (19,568 | ) | — | (3,689 | ) | 8 | 1,957 | — | — | (21,292 | ) | |||||||||||||||||||||||||
Distribution rights | (2,131,826 | ) | — | (500,488 | ) | (12,635 | ) | — | — | (32,108 | ) | (2,677,057 | ) | |||||||||||||||||||||||
Others | (23,310 | ) | — | (7,883 | ) | — | — | (3 | ) | — | (31,196 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| (2,603,875 | ) | — | (571,711 | ) | (12,632 | ) | 3,148 | (1,707 | ) | (32,108 | ) | (3,218,885 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
| 3,371,599 | 801,971 | (571,711 | ) | (10,253 | ) | (3 | ) | 2,253 | 133,617 | 3,727,473 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||||
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Weighted average useful life (years) | Balance on 12/31/2015 | Additions | Amortization | Transfer | Write- offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2016 | |||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||
Goodwill(i) | — | 1,456,179 | — | — | — | (1,695 | ) | — | 1,454,484 | |||||||||||||||||||||||
Software(ii) | 5 | 539,522 | 99,734 | 7,601 | (7 | ) | (5,159 | ) | 641,691 | |||||||||||||||||||||||
Technology(iii) | 5 | 32,617 | — | — | — | — | — | 32,617 | ||||||||||||||||||||||||
Commercial property rights(iv) | 10 | 36,588 | 7,303 | — | (633 | ) | — | 43,258 | ||||||||||||||||||||||||
Distribution rights(v) | 5 | 3,278,487 | 543,527 | — | (170,698 | ) | — | — | 3,651,316 | |||||||||||||||||||||||
Brands(vi) | — | 120,944 | — | — | — | — | (8,008 | ) | 112,936 | |||||||||||||||||||||||
Others(vii) | 4 | 46,951 | 607 | — | (5,960 | ) | (980 | ) | (1,446 | ) | 39,172 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| 5,511,288 | 651,171 | — | (169,057 | ) | (3,315 | ) | (14,613 | ) | 5,975,474 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||||||
Software | (350,760 | ) | — | (49,380 | ) | (2 | ) | 7 | 3,433 | (396,702 | ) | |||||||||||||||||||||
Technology | (31,256 | ) | — | (1,213 | ) | — | — | — | (32,469 | ) | ||||||||||||||||||||||
Commercial property rights | (16,979 | ) | — | (3,148 | ) | — | 559 | — | (19,568 | ) | ||||||||||||||||||||||
Distribution rights | (1,802,989 | ) | — | (493,348 | ) | 164,511 | — | — | (2,131,826 | ) | ||||||||||||||||||||||
Others | (15,369 | ) | — | (7,835 | ) | (83 | ) | — | (23 | ) | (23,310 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| (2,217,353 | ) | — | (554,924 | ) | 164,426 | 566 | 3,410 | (2,603,875 | ) | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| 3,293,935 | 651,171 | (554,924 | ) | (4,631 | ) | (2,749 | ) | (11,203 | ) | 3,371,599 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| Weighted average useful life (years) | Balance on 12/31/2014 | Additions | Amortization | Transfer | Write- offs and disposals | Effect of foreign currency exchange rate variation | Balance on 12/31/2015 | |||||||||||||||||||||||||
Cost: | ||||||||||||||||||||||||||||||||
Goodwill(i) | — | 1,456,179 | — | — | — | — | — | 1,456,179 | ||||||||||||||||||||||||
Software(ii) | 5 | 451,936 | 82,612 | — | 453 | (59 | ) | 4,580 | 539,522 | |||||||||||||||||||||||
Technology(iii) | 5 | 32,617 | — | — | — | — | — | 32,617 | ||||||||||||||||||||||||
Commercial property rights(iv) | 10 | 31,881 | 4,994 | — | — | (287 | ) | — | 36,588 | |||||||||||||||||||||||
Distribution rights(v) | 5 | 2,762,985 | 515,502 | — | — | — | — | 3,278,487 | ||||||||||||||||||||||||
Brands(vi) | — | 105,458 | — | — | 2 | — | 15,484 | 120,944 | ||||||||||||||||||||||||
Others(vii) | 4 | 38,606 | 6,492 | — | (79 | ) | — | 1,932 | 46,951 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| 4,879,662 | 609,600 | — | 376 | (346 | ) | 21,996 | 5,511,288 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Accumulated amortization: | ||||||||||||||||||||||||||||||||
Software | (303,780 | ) | — | (44,346 | ) | — | 59 | (2,693 | ) | (350,760 | ) | |||||||||||||||||||||
Technology | (29,471 | ) | — | (1,785 | ) | — | — | — | (31,256 | ) | ||||||||||||||||||||||
Commercial property rights | (14,545 | ) | — | (2,643 | ) | — | 209 | — | (16,979 | ) | ||||||||||||||||||||||
Distribution rights | (1,366,128 | ) | — | (433,869 | ) | (2,992 | ) | — | — | (1,802,989 | ) | |||||||||||||||||||||
Others | (7,625 | ) | — | (7,821 | ) | 96 | — | (19 | ) | (15,369 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
| (1,721,549 | ) | — | (490,464 | ) | (2,896 | ) | 268 | (2,712 | ) | (2,217,353 | ) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||||||
Net amount | 3,158,113 | 609,600 | (490,464 | ) | (2,520 | ) | (78 | ) | 19,284 | 3,293,935 | ||||||||||||||||||||||
|
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| |||||||||||||||||||
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
i)The Company hasbalance of the goodwill is tested annually for impairment and presents the following balances of goodwill:balances:
| Segment | 2015 | 2014 | Segment | 2017 | 2016 | |||||||||||||||||||
Goodwill on the acquisition of: | ||||||||||||||||||||||||
Extrafarma | Extrafarma | 661,553 | 661,553 | Extrafarma | 661,553 | 661,553 | ||||||||||||||||||
Ipiranga | Ipiranga | 276,724 | 276,724 | Ipiranga | 276,724 | 276,724 | ||||||||||||||||||
Uniăo Terminais | Ultracargo | 211,089 | 211,089 | |||||||||||||||||||||
União Terminais | Ultracargo | 211,089 | 211,089 | |||||||||||||||||||||
CBLSA | Ipiranga | 123,673 | — | |||||||||||||||||||||
Texaco | Ipiranga | 177,759 | 177,759 | Ipiranga | 177,759 | 177,759 | ||||||||||||||||||
Oxiteno Uruguay | Oxiteno | 44,856 | 44,856 | Oxiteno | 44,856 | 44,856 | ||||||||||||||||||
Temmar | Ultracargo | 43,781 | 43,781 | Ultracargo | 43,781 | 43,781 | ||||||||||||||||||
DNP | Ipiranga | 24,736 | 24,736 | Ipiranga | 24,736 | 24,736 | ||||||||||||||||||
Repsol | Ultragaz | 13,403 | 13,403 | Ultragaz | 13,403 | 13,403 | ||||||||||||||||||
Others | 2,278 | 2,278 | Oxiteno | 583 | 583 | |||||||||||||||||||
|
|
|
| |||||||||||||||||||||
| 1,456,179 | 1,456,179 | 1,578,157 | 1,454,484 | |||||||||||||||||||||
|
|
|
| |||||||||||||||||||||
On December 31, 2015,2017, the Company tested the balances of goodwill shown in the table above for impairment. The determination of value in use involves assumptions, judgments, and estimates of cash flows, such as growth rates of revenues, costs and expenses, estimates of investments and working capital, and discount rates. The assumptions about growth projections and future cash flows are based on the Company’s business plan of its operating segments, as well as comparable market data, and represent management’s best estimate of the economic conditions that will exist over the economic life of the various CGUs, to which goodwill is related. The mainkey-assumptions used by the Company to calculate the value in use are described below:
ThePeriod of evaluation: the evaluation of the value in use is calculated for a period of five years (except the Extrafarma segment), after which we calculate the perpetuity, considering the possibility of carrying the business on indefinitely. For the Extrafarma segment, a period of 10 years was used due to its expansion plan and considering a three-yearsfour-years period to maturity of new stores.
OnDiscount and real growth rates: on December 31, 2015,2017, the discount and real growth rates used to extrapolate the projections ranged from 10.3%9.6% to 17.1% (except discount rate of Oxiteno Andina of 43.5%)12.7% and from 0% to 1% p.a., respectively, depending on the CGU analyzed. For the subsidiary Oxiteno Andina, due to the macroeconomic scenario in Venezuela, the discount rate used was 803.8%.
Revenue from sales and services, costs and expenses, and gross margin: for 2018, the budget prepared by management and approved by the Board of Directors was considered. In subsequent periods, the Company considers the forecast of the general inflation or price index predicted in the contracts.
Opening of new commercial points (investments): for 2018, the budget prepared by the management and approved by the Board of Directors was considered. In subsequent periods, the Company considers the expansion plans of each business unit, which also considers the commercial establishments closed in the previously years.
The goodwill impairment tests and net assets of the Company and its subsidiaries did not result in the recognition of lossesimpairment for the year ended December 31, 2015.2017. The Company assessed a sensitivity analysis of discount and growth rate of perpetuity, due to their significant impact on cash flows and value in use. An increase of 0.5 percentage points in the discount rate or a decrease of 0.5 percentage points in the growth rate of the perpetuity of the cash flow of each business segment would not result in the recognition of impairment.
| ii)Software includes user licenses and costs for the implementation of the various systems used by the Company and its subsidiaries, such as: integrated management and control, financial management, foreign trade, industrial automation, operational and storage management, accounting information, and other systems. |
F-46iii) The subsidiaries Oxiteno S.A., Oxiteno Nordeste and Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. (“Oleoquímica”) recognize as technology certain rights of use held by them. Such licenses include the production of ethylene oxide, ethylene glycols, ethanolamines, glycol ethers, ethoxylates, solvents, fatty acids from vegetable oils, fatty alcohols, and specialty chemicals, which are products that are supplied to various industries.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
iv) Commercial property rights include those described below:
v) Distribution rights refer mainly to exclusive rights disbursements as provided in Ipiranga’s agreements with resellers and large customers. Exclusive rights disbursements are recognized when paid and recognized as selling expenses in the income statement according to the conditions established in the agreement which is reviewed as per the changes occurred in the agreements.
vi) Brands are represented by the acquisition cost of the ‘am/pm’ brand in Brazil and of the Extrafarma brand.
vii) Other intangibles refer mainly to the loyalty program “Clube Extrafarma”.
The amortization expenses were recognized in the financial statements as shown below:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Inventories and cost of products and services sold | 11,522 | 8,916 | 11,534 | 29,344 | 14,593 | 11,522 | ||||||||||||||||||
Selling and marketing | 436,253 | 370,828 | 298,786 | 484,609 | 492,973 | 436,253 | ||||||||||||||||||
General and administrative | 42,689 | 36,405 | 30,511 | 57,758 | 47,358 | 42,689 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| 490,464 | 416,149 | 340,831 | 571,711 | 554,924 | 490,464 | |||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
F-47
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Loans, Debentures, and Finance Leases |
| a. | Composition |
Description | 2015 | 2014 | Index/Currency | Weighted average financial charges 2015—% p.a. | Maturity | 2017 | 2016 | Index/Currency | Weighted average financial charges 12/31/2017 –% p.a. | Maturity | ||||||||||||||||||||||||||||
Foreign currency – denominated loans: | ||||||||||||||||||||||||||||||||||||||
Notes in the foreign market (b)(*) | 2,454,142 | 2,412,112 | US$ | +5.3 | 2026 | |||||||||||||||||||||||||||||||||
Foreign loan (c.1)(*) | 1,111,721 | 603,002 | US$ + LIBOR(i) | +0.7 | 2017 to 2018 | 788,794 | 942,456 | US$ + LIBOR (i) | +1.0 | 2018 to 2022 | ||||||||||||||||||||||||||||
Foreign loan (c.1)(*) | 576,645 | — | US$ | +2.1 | 2017 to 2018 | 298,927 | 332,650 | US$ + LIBOR (i) | +1.9 | 2018 | ||||||||||||||||||||||||||||
Foreign loan (c.2) (c.3) (c.4) | 397,586 | 158,039 | US$ + LIBOR(i) | +1.4 | 2017 to 2018 | |||||||||||||||||||||||||||||||||
Advances on foreign exchange contracts | 222,478 | 184,057 | US$ | +1.5 | < 351 days | |||||||||||||||||||||||||||||||||
Foreign loan (c.2, c.3 and c.4) | 259,015 | 486,451 | US$ | +2.2 | 2018 | |||||||||||||||||||||||||||||||||
Financial institutions (e) | 330,755 | 195,021 | US$ + LIBOR (i) | +2.5 | 2019 to 2022 | |||||||||||||||||||||||||||||||||
Financial institutions (e) | 142,779 | 113,873 | US$ | +2.8 | 2016 to 2017 | 106,745 | 109,859 | US$ | +2.8 | 2018 to 2022 | ||||||||||||||||||||||||||||
Financial institutions (e) | 77,800 | 53,254 | US$ + LIBOR(i) | +2.0 | 2016 to 2017 | 27,048 | 24,586 | MX$ (ii) | +8.5 | 2018 | ||||||||||||||||||||||||||||
Foreign currency advances delivered | 50,132 | 25,409 | US$ | +1.3 | < 60 days | 26,080 | 32,582 | US$ | +2.2 | < 54 days | ||||||||||||||||||||||||||||
Advances on foreign exchange contracts | 44,515 | 111,066 | US$ | +2.4 | < 92 days | |||||||||||||||||||||||||||||||||
BNDES (d) | 4,460 | 7,137 | US$ | +6.4 | 2018 to 2020 | |||||||||||||||||||||||||||||||||
Financial institutions (e) | 27,110 | 32,343 | MX$ + TIIE(ii) | +1.0 | 2016 | 3,382 | 9,569 | MX$ + TIIE (ii) | +1.5 | 2018 | ||||||||||||||||||||||||||||
BNDES (d) | 24,057 | 33,160 | US$ | +6.0 | 2016 to 2020 | |||||||||||||||||||||||||||||||||
Notes in the foreign market (b) | — | 664,078 | US$ | |||||||||||||||||||||||||||||||||||
Financial institutions (e) | 593 | 435 | Bs$ (vii) | +24.0 | 2018 | |||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
Subtotal | 2,630,308 | 1,867,215 | ||||||||||||||||||||||||||||||||||||
Subtotal foreign currency | 4,344,456 | 4,663,924 | ||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
Brazilian Reais – denominated loans: | ||||||||||||||||||||||||||||||||||||||
Debentures—Ipiranga (g.1, g.2, g.4 and g.6) | 2,836,741 | 1,914,498 | CDI | 105.8 | 2018 to 2022 | |||||||||||||||||||||||||||||||||
Banco do Brasil – floating rate (f) | 3,115,752 | 2,873,622 | CDI | 105.0 | 2016 to 2019 | 2,794,272 | 2,956,547 | CDI | 107.3 | 2018 to 2021 | ||||||||||||||||||||||||||||
Debentures—IPP (g.2 and g.3) | 1,413,101 | 1,409,540 | CDI | 107.9 | 2017 to 2018 | |||||||||||||||||||||||||||||||||
Debentures—5th issuance (g.4) | 833,114 | — | CDI | 108.3 | 2018 | |||||||||||||||||||||||||||||||||
Debentures—5th issuance (g.3) | 817,654 | 832,383 | CDI | 108.3 | 2018 | |||||||||||||||||||||||||||||||||
Debentures – CRA (g.5) | 1,380,852 | — | CDI | 95.0 | 2022 | |||||||||||||||||||||||||||||||||
Debentures – CRA (g.5)(*) | 554,402 | — | IPCA | +4.6 | 2024 | |||||||||||||||||||||||||||||||||
BNDES (d) | 409,339 | 530,983 | TJLP(iii) | +2.7 | 2016 to 2021 | 206,423 | 307,593 | TJLP (iii) | +2.4 | 2018 to 2023 | ||||||||||||||||||||||||||||
Export Credit Note – floating rate (h) | 158,648 | — | CDI | 101.5 | 2018 | 157,749 | 158,753 | CDI | 101.5 | 2018 | ||||||||||||||||||||||||||||
BNDES (d) | 69,422 | 71,430 | SELIC (vi) | +2.3 | 2018 to 2023 | |||||||||||||||||||||||||||||||||
BNDES EXIM | 62,754 | 62,084 | TJLP (iii) | +3.5 | 2018 | |||||||||||||||||||||||||||||||||
Finance leases(i) | 48,515 | 48,566 | IGP-M (v) | +5.6 | 2018 to 2031 | |||||||||||||||||||||||||||||||||
FINEP | 35,611 | 48,667 | R$ | +4.0 | 2018 to 2022 | |||||||||||||||||||||||||||||||||
FINEP | 32,682 | 34,613 | TJLP (iii) | +1.0 | 2018 to 2023 | |||||||||||||||||||||||||||||||||
Banco do Nordeste do Brasil | 66,096 | 85,068 | R$ | +8.5 | 2016 to 2021 | 28,136 | 47,120 | R$ | +8.5 | 2018 to 2021 | ||||||||||||||||||||||||||||
FINEP | 61,724 | 74,774 | R$ | +4.0 | 2016 to 2021 | |||||||||||||||||||||||||||||||||
BNDES EXIM | 30,850 | 28,056 | SELIC (vi) | +3.9 | 2018 | |||||||||||||||||||||||||||||||||
BNDES (d) | 49,681 | 62,581 | R$ | +4.6 | 2016 to 2022 | 26,270 | 40,309 | R$ | +5.6 | 2018 to 2022 | ||||||||||||||||||||||||||||
Finance leases (i) | 45,480 | 45,883 | IGP-M(iv) | +5.6 | 2016 to 2031 | |||||||||||||||||||||||||||||||||
BNDES (d) | 30,878 | — | SELIC(vi) | +2.2 | 2016 to 2021 | |||||||||||||||||||||||||||||||||
Export Credit Note (h)(*) | 27,039 | 25,744 | R$ | +8.0 | 2016 | |||||||||||||||||||||||||||||||||
FINEP | 11,174 | 9,078 | TJLP(iii) | -1.4 | 2016 to 2023 | |||||||||||||||||||||||||||||||||
Working capital loans Extrafarma – fixed rate (i) | 1,160 | 3,445 | R$ | +10.3 | 2016 | |||||||||||||||||||||||||||||||||
Floating finance leases (i) | 319 | 475 | CDI | +2.8 | 2016 to 2017 | |||||||||||||||||||||||||||||||||
FINAME | 255 | 484 | TJLP(iii) | +5.6 | 2016 to 2022 | 56 | 80 | TJLP (iii) | +5.7 | 2018 to 2022 | ||||||||||||||||||||||||||||
Fixed finance leases (i) | 95 | 686 | R$ | +15.4 | 2016 to 2017 | — | 41 | |||||||||||||||||||||||||||||||
Banco do Brasil – fixed rate (f)(*) | — | 503,898 | ||||||||||||||||||||||||||||||||||||
Debentures—4th issuance (g.1) | — | 874,312 | ||||||||||||||||||||||||||||||||||||
Floating finance leases(i) | — | 109 | ||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
Subtotal | 6,223,855 | 6,500,573 | ||||||||||||||||||||||||||||||||||||
Subtotal Brazilian Reais | 9,082,389 | 6,550,849 | ||||||||||||||||||||||||||||||||||||
|
|
|
| |||||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | 47,445 | 7,424 | ||||||||||||||||||||||||||||||||||||
Total foreign currency and Brazilian Reais | 13,426,845 | 11,214,773 | ||||||||||||||||||||||||||||||||||||
Currency and interest rate hedging | 163,749 | 202,357 | ||||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||
Total | 8,901,608 | 8,375,212 | 13,590,594 | 11,417,130 | ||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||
Current | 1,097,855 | 3,442,364 | 3,503,675 | 2,475,604 | ||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||
Non-current | 7,803,753 | 4,932,848 | 10,086,919 | 8,941,526 | ||||||||||||||||||||||||||||||||||
|
| |||||||||||||||||||||||||||||||||||||
| (*) | These transactions were designated for hedge accounting (see Note |
| (**) | Accumulated losses (see Note 31). |
| (i) | LIBOR = London Interbank Offered Rate. |
| (ii) | MX$ = Mexican Peso; TIIE = the Mexican interbank balance interest rate. |
| (iii) | TJLP (Long-term Interest Rate) = set by the National Monetary Council, TJLP is the basic financing cost of Banco Nacional de Desenvolvimento Econômico e Social (“BNDES”), the Brazilian Development Bank. On December 31, |
| (iv) | Contract linked to the rate of FNE (Northeast Constitutional Financing Fund) fund whose purpose is to promote the development of the industrial sector, managed by Banco do Nordeste do Brasil. On December 31, 2017, the FNE interest rate was 10% p.a. FNE grants a discount of 15% on the interest rate for timely payments. |
| (v) | IGP-M = General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation. |
| SELIC = basic interest rate set by the Brazilian Central Bank. |
| (vii) | Bs$ = Bolívar. |
F-48
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The changes in loans, debentures and finance leases are shown below:
Balance on 12/31/2016 | 11,214,773 | |||
New loans and debentures with cash effect | 4,510,694 | |||
Interest accrued | 925,421 | |||
Principal payment and financial leases | (2,467,391 | ) | ||
Interest payment | (769,740 | ) | ||
Monetary variation | 37,937 | |||
Change in fair value | (24,849 | ) | ||
Balance on 12/31/2017 | 13,426,845 | |||
The long-term consolidated debt had the following principal maturity schedule:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
From 1 to 2 years | 3,393,586 | 571,991 | 1,826,907 | 3,203,383 | ||||||||||||
From 2 to 3 years | 3,165,603 | 2,390,747 | 894,640 | 1,699,009 | ||||||||||||
From 3 to 4 years | 1,155,809 | 894,301 | 1,302,450 | 693,993 | ||||||||||||
From 4 to 5 years | 38,585 | 1,006,869 | 3,016,406 | 554,162 | ||||||||||||
More than 5 years | 50,170 | 68,940 | 3,046,516 | 2,790,979 | ||||||||||||
|
|
|
| |||||||||||||
| 7,803,753 | 4,932,848 | 10,086,919 | 8,941,526 | |||||||||||||
|
|
|
| |||||||||||||
As provided in IAS 39, the transaction costs and issuance premiums associated with debt issuance by the Company and its subsidiaries were added to their financial liabilities, as shown in Note 14.j).
The Company’s management entered into hedging instruments against foreign exchange and interest rate variations for a portion of its debt obligations (see Note 30)31).
In December 2005, the subsidiary LPG International Inc. (“LPG Inc.”) issued US$ 250 million in notes in the foreign market, maturing in December 2015, with interest rate of 7.3% p.a., paid semiannually. The notes were guaranteed by the Company and its subsidiary Oxiteno S.A.
The notes were settled by LPG Inc. on the maturity date.
F-49
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| b. | Notes in the Foreign Market |
On October 6, 2016, the subsidiary Ultrapar International S.A. (“Ultrapar International”) issued US$ 750 million in notes in the foreign market, maturing in October 2026, with interest rate of 5.25% p. a., paid semiannually. The issue price was 98.097% of the face value of the note. The notes were guaranteed by the Company and its subsidiary IPP. The Company has designated hedge relationships for this transaction (see Note 31 – Hedge accounting: cash flow hedge and net investment hedge in foreign entities).
As a result of the issuance of the notes in the foreign market, the Company and its subsidiaries are required to perform certain obligations, including:
The Company and its subsidiaries are in compliance with the levels of covenants required by this debt. The restrictions imposed on the Company and its subsidiaries are customary in transactions of this nature and have not limited their ability to conduct their business to date.
| c. | Foreign Loans |
1) The subsidiary IPP has foreign loans in the amount of US$ 440320 million. IPP also contracted hedging instruments with floating interest rate in U.S. dollar and exchange rate variation, changing the foreign loans charges, on average, to 102.1%102.9% of CDI (see Note 30)31). IPP designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss. The foreign loans are secured by the Company.
The foreign loans have the maturity distributed as follows:
Maturity | US$ (million) | Cost in % of CDI | ||||||
Mar/17 | 70.0 | 99.5 | ||||||
Sep/17 | 150.0 | 103.7 | ||||||
Jul/18 | 60.0 | 103.0 | ||||||
Sep/18 | 80.0 | 101.5 | ||||||
Nov/18(*) | 80.0 | 101.4 | ||||||
|
|
|
| |||||
Total/average cost | 440.0 | 102.1 | ||||||
|
|
|
| |||||
Maturity | US$(million) | Cost in % of CDI | ||
Jul/18 | 60.0 | 103.0 | ||
Sep/18 | 80.0 | 101.5 | ||
Nov/18 | 80.0 | 101.4 | ||
Jun/22 | 100.0 | 105.0 | ||
|
| |||
Total / average cost | 320.0 | 102.9 | ||
|
|
2) The subsidiary Oxiteno Overseas Corp. (“Oxiteno Overseas”) has a foreign loan in the amount of US$ 60 million with maturity in January 2017 and interest of LIBOR + 1.0% p.a., paid semiannually. The Company, through its subsidiary Cia. Ultragaz, contracted hedging instruments with floating interest rates in dollar and exchange rate variation, changing the foreign loan charge to 94.0% of CDI (see Note 30). The foreign loan is guaranteed by the Company and its subsidiary Oxiteno S.A.
3) The subsidiary LPG International Inc. has a foreign loan in the amount of US$ 30 million with maturity in December 2018 and interest rate of LIBOR + 1.85% p.a, paid quarterly. The foreign loan is guaranteed by the Company and its subsidiary IPP.
4) The subsidiary Global Petroleum Products Trading Corporation has a foreign loan in the amount of US$ 12 million with maturity in December 2018 and interest rate of LIBOR + 1.85% p.a,p.a., paid quarterly. The foreign loan is guaranteed by the Company and its subsidiary IPP.
During these contracts, the Company shall maintain the following financial ratios, calculated based on its audited consolidated financial statements:
The Company is in compliancecomplies with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transaction and have not limited their ability to conduct their business to date.
F-50
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
3) The subsidiary GPPTC had a foreign loan in the amount of US$ 12 million with maturity in December 2018 and interest rate of LIBOR + 1.85% p.a., paid quarterly. The foreign loan was guaranteed by the Company and its subsidiary IPP. The subsidiary settled the loan in advance in December 2017.
4) The subsidiary GPPTC has a foreign loan in the amount of US$ 60 million with maturity on June 22, 2020 and interest of LIBOR + 2.0% p.a., paid quarterly. The Company, through the subsidiary Cia. Ultragaz, contracted hedging instruments subject to floating interest rates in dollar and exchange rate variation, changing the foreign loan charge to 105.9% of CDI. The foreign loan is guaranteed by the Company and its subsidiary Oxiteno Nordeste.
| d. | BNDES |
The Company and its subsidiaries have financing from BNDES for some of their investments and for working capital.
During the term of these agreements, the Company must maintain the following capitalization and current liquidity levels, as determined in the annual consolidated audited balance sheet:
The Company is in compliancecomplies with the levels of covenants required by these loans. The restrictions imposed on the Company and its subsidiaries are usual for this type of transaction and have not limited their ability to conduct their business to date.
| e. | Financial Institutions |
The subsidiaries Oxiteno Mexico S.A. de C.V., Oxiteno USA LLC (“Oxiteno USA”), Oxiteno Uruguay and Oxiteno UruguayAndina have loans to finance investments and working capital.
The subsidiary Oxiteno USA has a loan agreement in the amount of US$40 million, due in February 2021 and bearing interest of LIBOR + 3% p.a., paid quarterly. The loan is guaranteed by the Company and the subsidiary Oxiteno Nordeste and the proceeds of this loan are being used to fund the construction of a new alkoxylation plant in the state of Texas.
The subsidiary Oxiteno USA has a loan in the notional amount of US$20 million, due in September 2020, with interest of LIBOR + 3% p.a., paid quarterly. The loan is guaranteed by the Company and the subsidiary Oxiteno S.A.
In October 2017, the subsidiary Oxiteno USA contracted a loan agreement in the amount of US$ 40 million, due in October 2022 and bearing interest of LIBOR + 1.73% pa, paid quarterly. The proceeds of this loan are being used to fund the construction of a new alkoxylation plant in the state of Texas. The loan is guaranteed by the Company.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
f. Banco do Brasil
The subsidiary IPP has floating interest rate loans with Banco do Brasil to finance the marketing, processing, or manufacturing of agricultural goods (ethanol).
The subsidiary IPP renegotiated loans with Banco do Brasil, which would mature in February 2015, in the notional amount of R$ 333 million, changing the maturities to July 2017 and January 2018, with floating interest rate of 106% of CDI.
The subsidiary IPP renegotiated loans with Banco do Brasil, which would mature in May 2015, in the notional amount of R$ 200 million, changing the maturities to November 2017 and April 2018, with floating interest rate of 107% of CDI.
These loans mature, as follows (including(accrued interest until December 31, 2015)2017):
Maturity | ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
| ||||
|
| |||
Total | ||||
|
| |||
F-51
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| g. | Debentures |
| 1) | In |
Face value unit: | R$ | |
| ||
| ||
| ||
| ||
|
The debentures were settled by the Company on the maturity date.
| ||
Final maturity: | November 16, 2017 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | 107.9% of CDI | |
Payment of interest: | Semiannually | |
Reprice: | Not applicable |
The debentures were settled by the Company on the maturity date.
| In January 2014, the subsidiary IPP made its second issuance of public debentures, in a single series of 80,000 simple, nominative, registered debentures, nonconvertible into shares |
Face value unit: | R$10,000.00 | |
Final maturity: | December 20, 2018 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | 107.9% of CDI | |
Payment of interest: | Semiannually | |
Reprice: | Not applicable |
| In March 2015, the Company made its fifth issuance of debentures, in a single series of 80,000 simple, nonconvertible into shares, unsecured debentures, |
Face value unit: | R$10,000.00 | |
Final maturity: | March 16, 2018 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | 108.25% of CDI | |
Payment of interest: | Semiannually | |
Reprice: | Not applicable |
The resources of the issuance were used to manage liquidity of the issuer, in order to strengthen its cash and lengthen its debt profile, providing greater financial flexibility.
F-52
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 4) | In May 2016, the subsidiary IPP made its fourth issuance of public debentures, in one single series of 500 simple, nominative, registered debentures, nonconvertible into shares and unsecured, which main characteristics are as follows: |
Face value unit: | R$1,000,000.00 | |
Final maturity: | May 25, 2021 | |
Payment of the face value: | Annual as from May 2019 | |
Interest: | 105.0% of CDI | |
Payment of interest: | Semiannually | |
Reprice: | Not applicable |
| 5) | In April 2017, the subsidiary IPP carried out its fifth issuance of debentures, in two single series of 660,139 and 352,361, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Eco Consult – Consultoria de Operações Financeiras Agropecuárias Ltda. The proceeds from this issuance has been used exclusively for the purchase of ethanol. |
The debentures were later assigned and transferred to Eco Securitizadora de Direitos Creditórios do Agronegócio S.A. that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
Face value unit: | R$1,000.00 | |
Final maturity: | April 18, 2022 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | 95% of CDI | |
Payment of interest: | Semiannually | |
Reprice: | Not applicable |
Face value unit: | R$1,000.00 | |
Final maturity: | April 15, 2024 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | IPCA + 4.7% | |
Payment of interest: | Annually | |
Reprice: | Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 93.9% of CDI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
| 6) | In July 2017, the subsidiary IPP made its sixth issuance of public debentures, in one single series of 1,500,000 simple, nonconvertible into shares and unsecured debentures, which main characteristics are as follows: |
Face value unit: | R$1,000.00 | |
Final maturity: | July 28, 2022 | |
Payment of the face value: | Annual as from July 2021 | |
Interest: | 105.0% of CDI | |
Payment of interest: | Annually | |
Reprice: | Not applicable |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 7) | In October 2017, the subsidiary IPP carried out its seventh issuance of debentures in the amount of R$ 944,077, in two single series of 730,384 and 213,693, simple, nonconvertible into shares, nominative, book-entry and unsecured debentures. The debentures have been subscribed by Vert Companhia Securitizadora. The proceeds from this issuance has been used exclusively for the purchase of ethanol. |
The debentures were later assigned and transferred to Vert Créditos Ltda, that acquired these agribusiness credit rights with the purpose to bind the issuance of Certificates of Agribusiness Receivables (CRA). The financial settlement occurred on November 1, 2017. The debentures have an additional guarantee from Ultrapar and the main characteristics of the debentures are as follows:
Face value unit: | R$1,000.00 | |
Final maturity: | October 24, 2022 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | 95% of CDI | |
Payment of interest: | Semiannually | |
Reprice: | Not applicable |
Face value unit: | R$1,000.00 | |
Final maturity: | October 24, 2024 | |
Payment of the face value: | Lump sum at final maturity | |
Interest: | IPCA + 4.33% | |
Payment of interest: | Annually | |
Reprice: | Not applicable |
The subsidiary IPP contracted hedging instruments subjected to IPCA variation, changing the debentures charges linked to IPCA to 97.3% of CDI. IPP designated these hedging instruments as fair value hedges; therefore, debentures and hedging instruments are both measured at fair value from inception, with changes in fair value recognized through profit or loss.
The debentures have maturity dates distributed as shown below (accrued interest until December 31, 2017).
Maturity | ||||
Mar/2018 | 817,654 | |||
Dec/2018 | 801,026 | |||
May/2021 | 499,012 | |||
Apr/2022 | 656,009 | |||
Jul/2022 | 1,536,704 | |||
Oct/2022 | 724,841 | |||
Apr/2024 | 350,873 | |||
Oct/2024 | 203,530 | |||
Total | 5,589,649 | |||
| h. | Export Credit Note |
The subsidiary Oxiteno Nordeste has export credit note contracts in the amounts of R$ 17.5 million and R$ 10.0 million, with maturities in March and August 2016, respectively, and fixed interest rate of 8% p.a., paid quarterly. In May 2015, the subsidiary Oxiteno Nordeste contracted an export credit notecontract in the amount of R$ 156.8 million, with maturity in May 2018, and floating interest rate of 101.5% of CDI, paid quarterly.
For
Ultrapar Participações S.A. and Subsidiaries
Notes to the fixed interest rate contracts, the subsidiary Oxiteno Nordeste contracted interest hedging instruments, thus converting the fixed rates for these loans into 88.8%Consolidated Financial Statements
(In thousands of CDI (see Note 30). Oxiteno Nordeste designated these hedging instruments as a fair value hedge; therefore, loans and hedging instruments are both measured at fair value from inception. Changes in fair value are recognized in profit or loss.Brazilian Reais, unless otherwise stated)
i. Finance Leases
The subsidiary Cia. Ultragaz has a finance lease contract related to LPG bottling facilities, maturing in April 2031.
Subsidiary Extrafarma hashad finance lease contracts related to IT equipment, software, and vehicles, with terms between 24 to 60 months.term of 48 months, ended in 2017.
The amounts of equipment and intangible assets, net of depreciation and amortization, and the amounts of the corresponding liabilities are shown below:
| 2015 | ||||||||||||||||||||
| LPG bottling facilities | IT equipment and software | Vehicles | Furniture, machinery and equipment | Total | ||||||||||||||||
Equipment and intangible assets, net of depreciation and amortization | 19,890 | 438 | 95 | — | 20,423 | |||||||||||||||
Financing (present value) | 45,480 | 396 | 18 | — | 45,894 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Current | 2,107 | 260 | 18 | — | 2,385 | |||||||||||||||
Non-current | 43,373 | 136 | — | — | 43,509 | |||||||||||||||
| 2014 | ||||||||||||||||||||
| LPG bottling facilities | IT equipment and software | Vehicles | Furniture, machinery and equipment | Total | ||||||||||||||||
Equipment and intangible assets, net of depreciation and amortization | 24,720 | 883 | 1,483 | 1,283 | 28,369 | |||||||||||||||
Financing (present value) | 45,883 | 874 | 163 | 124 | 47,044 | |||||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Current | 1,950 | 515 | 145 | 124 | 2,734 | |||||||||||||||
Non-current | 43,933 | 359 | 18 | — | 44,310 | |||||||||||||||
F-53
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2017 | 2016 | |||||||
| LPG bottling facilities | LPG bottling facilities | Software | Total | |||||
Equipment and intangible assets, net of depreciation and amortization | 15,732 | 17,078 | 223 | 17,301 | ||||
Financing (present value) | 48,515 | 48,566 | 150 | 48,716 | ||||
|
|
|
| |||||
Current | 2,710 | 2,465 | 150 | 2,615 | ||||
Non-current | 45,805 | 46,101 | — | 46,101 | ||||
The future disbursements (installments) assumed under these contracts are presented below:
| 2015 | ||||||||||||||||
| LPG bottling facilities | IT equipment and software | Vehicles | Total | |||||||||||||
Up to 1 year | 4,371 | 287 | 18 | 4,676 | ||||||||||||
From 1 to 2 years | 4,371 | 155 | — | 4,526 | ||||||||||||
From 2 to 3 years | 4,371 | — | — | 4,371 | ||||||||||||
From 3 to 4 years | 4,371 | — | — | 4,371 | ||||||||||||
From 4 to 5 years | 4,371 | — | — | 4,371 | ||||||||||||
More than 5 years | 45,165 | — | — | 45,165 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
Total | 67,020 | 442 | 18 | 67,480 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||
| 2014 | 2017 | 2016 | ||||||||||||||||||||||||||||||
| LPG bottling facilities | IT equipment and software | Vehicles | Furniture and utensils | Total | LPG bottling facilities | LPG bottling facilities | Software | Total | ||||||||||||||||||||||||
Up to 1 year | 4,238 | 566 | 155 | 123 | 5,082 | 5,113 | 4,876 | 156 | 5,032 | |||||||||||||||||||||||
From 1 to 2 years | 4,238 | 288 | 18 | — | 4,544 | 5,113 | 4,876 | — | 4,876 | |||||||||||||||||||||||
From 2 to 3 years | 4,238 | 155 | — | — | 4,393 | 5,113 | 4,876 | — | 4,876 | |||||||||||||||||||||||
From 3 to 4 years | 4,238 | — | — | — | 4,238 | 5,113 | 4,876 | — | 4,876 | |||||||||||||||||||||||
From 4 to 5 years | 4,238 | — | — | — | 4,238 | 5,113 | 4,876 | — | 4,876 | |||||||||||||||||||||||
More than 5 years | 48,024 | — | — | — | 48,024 | 42,611 | 45,516 | — | 45,516 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
Total | 69,214 | 1,009 | 173 | 123 | 70,519 | 68,176 | 69,896 | 156 | 70,052 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
| ||||||||||||||||||||||||
The above amounts include Services Tax (“ISS”) payable on the monthly installments, except for disbursements for the LPG bottling facilities.
j. Transaction Costs
F-54
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Transaction costs incurred in issuing debt were deducted from the value of the related financial instruments and are recognized as an expense according to the effective interest rate method, as follows:
| Effective rate of transaction costs (% p.a.) | Balance in 2014 | Incurred cost | Amortization | Balance in 2015 | ||||||||||||||||
Banco do Brasil (f) | 0.3 | 14,474 | 600 | (3,191 | ) | 11,883 | ||||||||||||||
Foreign Loans (c) | 0.3 | 3,016 | 3,151 | (1,518 | ) | 4,649 | ||||||||||||||
Debentures (g) | 0.0 | 2,157 | 958 | (1,314 | ) | 1,801 | ||||||||||||||
Notes in the foreign market (b) | 0.2 | 1,309 | — | (1,309 | ) | — | ||||||||||||||
Other | 0.5 | 318 | 367 | (140 | ) | 545 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total |
| 21,274 | 5,076 | (7,472 | ) | 18,878 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
| Effective rate of transaction costs (% p.a.) | Balance in 2013 | Incurred cost | Amortization | Balance in 2014 | ||||||||||||||||
Banco do Brasil (f) | 0.4 | 19,797 | — | (5,323 | ) | 14,474 | ||||||||||||||
Foreign Loans (c) | 0.3 | 504 | 3,140 | (628 | ) | 3,016 | ||||||||||||||
Debentures (g) | 0.2 | 4,730 | 1,422 | (3,995 | ) | 2,157 | ||||||||||||||
Notes in the foreign market (b) | 0.2 | 2,309 | — | (1,000 | ) | 1,309 | ||||||||||||||
Other | 0.1 | 412 | 30 | (124 | ) | 318 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
Total |
| 27,752 | 4,592 | (11,070 | ) | 21,274 | ||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||
The amount to be appropriated to profit or loss in the future is as follows:
| Up to 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | More than 5 years | Total | ||||||||||||||||||||||
Banco do Brasil (f) | 2,894 | 3,473 | 3,881 | 1,635 | — | — | 11,883 | |||||||||||||||||||||
Foreign Loans (c) | 2,425 | 1,459 | 765 | — | — | — | 4,649 | |||||||||||||||||||||
Debentures (g) | 644 | 716 | 441 | — | — | — | 1,801 | |||||||||||||||||||||
Other | 190 | 222 | 71 | 45 | 16 | 1 | 545 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total | 6,153 | 5,870 | 5,158 | 1,680 | 16 | 1 | 18,878 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
| Effective rate of transaction costs (% p.a.) | Balance on 12/31/2016 | Incurred cost | Amortization | Balance on 12/31/2017 | ||||||||||||||
Notes in the foreign market (14.b) | 0.0 | 16,612 | — | (1,314 | ) | 15,298 | ||||||||||||
Banco do Brasil (14.f) | 0.2 | 12,182 | — | (4,117 | ) | 8,065 | ||||||||||||
Debentures (14.g) | 0.2 | 6,835 | 42,388 | (4,514 | ) | 44,709 | ||||||||||||
Foreign loans (14.c) | 0.2 | 2,211 | 563 | (1,561 | ) | 1,213 | ||||||||||||
Other | 0.2 | 1,952 | 1,418 | (569 | ) | 2,801 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total | 39,792 | 44,369 | (12,075 | ) | 72,086 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||
F-55
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Effective rate of transaction costs (% p.a.) | Balance on 12/31/2015 | Incurred cost | Amortization | Balance on 12/31/2016 | ||||||||||||||
Banco do Brasil (14.f) | 0.2 | 11,883 | 3,529 | (3,230 | ) | 12,182 | ||||||||||||
Foreign Loans (14.c) | 0.2 | 4,649 | — | (2,438 | ) | 2,211 | ||||||||||||
Debentures (14.g) | 0.1 | 1,801 | 6,407 | (1,373 | ) | 6,835 | ||||||||||||
Notes in the foreign market (14.b) | 0.0 | — | 16,821 | (209 | ) | 16,612 | ||||||||||||
Other | 0.2 | 545 | 2,079 | (672 | ) | 1,952 | ||||||||||||
|
|
|
|
|
|
|
| |||||||||||
Total | 18,878 | 28,836 | (7,922 | ) | 39,792 | |||||||||||||
|
|
|
|
|
|
|
| |||||||||||
The amount to be appropriated to profit or loss in the future is as follows:
| Up to 1 year | 1 to 2 years | 2 to 3 years | 3 to 4 years | 4 to 5 years | More than 5 years | Total | ||||||||||||||||||||||
Notes in the foreign market (14.b) | 1,388 | 1,464 | 1,546 | 1,632 | 1,723 | 7,545 | 15,298 | |||||||||||||||||||||
Banco do Brasil (14.f) | 4,628 | 2,317 | 599 | 385 | 136 | — | 8,065 | |||||||||||||||||||||
Debentures (14.g) | 9,151 | 9,069 | 9,110 | 8,971 | 5,798 | 2,610 | 44,709 | |||||||||||||||||||||
Foreign loans (14.c) | 931 | 171 | 111 | — | — | — | 1,213 | |||||||||||||||||||||
Other | 642 | 831 | 710 | 354 | 264 | — | 2,801 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
Total | 16,740 | 13,852 | 12,076 | 11,342 | 7,921 | 10,155 | 72,086 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||||
k. Guarantees
The financings are guaranteed by collateral in the amount of R$ 52,31266,337 in 20152017 (R$ 50,57056,570 in 2014)2016) and by guarantees and promissory notes in the amount of R$ 4,369,9779,587,971 in 20152017 (R$ 3,779,4507,069,482 in 2014)2016).
In addition, the Company and its subsidiaries offer collateral in the form of letters of credit for commercial and legal proceedings in the amount of R$ 187,551237,537 in 20152017 (R$ 173,644215,988 in 2014)2016) and guarantees related to raw materials imported by the subsidiary IpirangaIPP in the amount of R$ 133,15481,046 in 2015.2017 (R$ 59,316 in 2016).
Some subsidiaries of Oxiteno issue collateral to financial institutions in connection with the amounts owed by some of their customers to such institutions (vendor financing). If a subsidiary is required to make any payment under these collaterals, this subsidiary may recover the amount paid directly from its customers through commercial collection. The maximum amount of future payments related to these collaterals is R$ 27,1068,224 in 20152017 (R$ 26,68430,764 in 2014)2016), with maturities of up to 213212 days. As ofUntil December 31, 2015,2017, the subsidiaries did not have losses in connection with these collaterals. The fair value of collaterals recognized in current liabilities as other payables is R$ 656205 in 20152017 (R$ 646743 in 2014)2016), which is recognized as profit or loss as customers settle their obligations with the financial institutions.
Some financing agreements of the Company and its subsidiaries have cross default clauses that require them to pay the debt assumed in case of default of other debts equal to or greater than US$ 15 million. As of December 31, 2015, there was no event of default of the debts of the Company and its subsidiaries.
| 2015 | 2014 | |||||||
Domestic suppliers | 1,390,204 | 1,196,876 | ||||||
Foreign suppliers | 70,328 | 82,626 | ||||||
|
|
|
| |||||
| 1,460,532 | 1,279,502 | |||||||
|
|
|
| |||||
The Company’s subsidiaries acquire oil based fuels and LPG from Petróleo Brasileiro S.A.—Petrobras and its subsidiaries and ethylene from Braskem S.A. These suppliers control almost all of the markets for these products in Brazil. The Company’s subsidiaries depend on the ability of those suppliers to deliver products in a timely manner and at acceptable prices and terms. The loss of any major supplier or a significant reduction in product availability from these suppliers could have a significant adverse effect on the Company and its subsidiaries. The Company and its subsidiaries believe that their relationship with suppliers is satisfactory.
F-56
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2015 | 2014 | |||||||
Provisions on payroll | 149,818 | 128,181 | ||||||
Profit sharing, bonus and premium | 201,579 | 108,632 | ||||||
Social charges | 43,782 | 44,747 | ||||||
Salaries and related payments | 6,993 | 10,904 | ||||||
Benefits | 1,558 | 1,617 | ||||||
Others | 583 | 498 | ||||||
|
|
|
| |||||
| 404,313 | 294,579 | |||||||
|
|
|
| |||||
| 2017 | 2016 | |||||||
Domestic suppliers | 1,973,668 | 1,620,388 | ||||||
Foreign suppliers | 181,830 | 89,265 | ||||||
|
|
|
| |||||
| 2,155,498 | 1,709,653 | |||||||
|
|
|
| |||||
Some Company’s subsidiaries acquire oil based fuels and LPG from Petrobras and its subsidiaries and ethylene from Braskem S.A. These suppliers control almost all of the markets for these products in Brazil.
16. Salaries and Related Charges
| 2017 | 2016 | |||||||
Provisions on salaries | 179,120 | 162,216 | ||||||
Profit sharing, bonus and premium | 125,006 | 140,504 | ||||||
Social charges | 64,524 | 49,812 | ||||||
Others | 19,468 | 10,186 | ||||||
|
|
|
| |||||
| 388,118 | 362,718 | |||||||
|
|
|
| |||||
17. Taxes Payable
| 2017 | 2016 | |||||||
ICMS | 131,125 | 105,160 | ||||||
PIS and COFINS | 27,065 | 25,287 | ||||||
PERT(*) | 19,584 | — | ||||||
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno USA, Oxiteno Andina and Oxiteno Uruguay | 17,992 | 16,148 | ||||||
ISS | 11,211 | 8,074 | ||||||
Others | 18,852 | 16,364 | ||||||
|
|
|
| |||||
| 225,829 | 171,033 | |||||||
|
|
|
| |||||
Ultrapar Participações S.A. and Subsidiaries
| 2015 | 2014 | |||||||
ICMS | 111,107 | 93,761 | ||||||
Value-Added Tax (IVA) of subsidiaries Oxiteno Mexico, Oxiteno USA, Oxiteno Andina and Oxiteno Uruguay | 26,342 | 14,822 | ||||||
PIS and COFINS | 11,165 | 11,922 | ||||||
ISS | 6,976 | 6,304 | ||||||
IPI | 4,949 | 3,858 | ||||||
National Institute of Social Security (INSS) | 3,309 | 2,991 | ||||||
Income Tax Withholding (IRRF) | 2,418 | 2,267 | ||||||
Others | 2,538 | 2,910 | ||||||
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| 168,804 | 138,835 | |||||||
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Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
18. Employee Benefits and Private Pension Plan
a. ULTRAPREV- Associaçăo de Previdência Complementar
In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and each of its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev—Associaçăão de Previdência Complementar (“Ultraprev”), since August 2001. Under the terms of the plan, every year each participating employee chooses his or her basic contribution to the plan. Each sponsoring company provides a matching contribution in an amount equivalent to each basic contribution, up to a limit of 11% of the employee’s reference salary, according to the rules of the plan. As participating employees retire, they may choose to receive either (i) a monthly sum ranging between 0.5% and 1.0% of their respective accumulated fund in Ultraprev or (ii) a fixed monthly amount which will exhaust their respective accumulated fund over a period of 5 to 25 years. The sponsoring company does not guarantee thetake responsibility for guaranteeing amounts or the duration of the benefits received by each employee that retires.the retired employee. In 2015,2017, the Company and its subsidiaries contributed R$ 22,21624,819 (R$ 19,78423,261 in 20142016 and R$ 17,87622,216 in 2013)2015) to Ultraprev, which is recognized as expense in the income statement. The total number of participating employees as of December 31, 2015in 2017 was 8,9038,322 active participants and 169245 retired participants. In addition, Ultraprev had 2827 former employees receiving benefits under the rules of a previous plan whose reserves are fully constituted.
b. Post-employment Benefits
F-57
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The Company and its subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees.
The amounts related to such benefits were determined based on a valuation conducted by an independent actuary and reviewed by management as of December 31, 20152017 and are recognized in the financial statements in accordance with IAS 19 R2011.
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Health and dental care plan | 24,869 | 28,521 | 99,767 | 32,826 | ||||||||||||
FGTS Penalty | 59,517 | 50,881 | 81,831 | 64,654 | ||||||||||||
Bonus | 28,835 | 25,288 | 40,254 | 32,815 | ||||||||||||
Life insurance | 13,374 | 15,101 | 15,671 | 14,456 | ||||||||||||
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Total | 126,595 | 119,791 | 237,523 | 144,751 | ||||||||||||
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| |||||||||||||
Current | 13,747 | 11,419 | 30,059 | 24,940 | ||||||||||||
Non-current | 112,848 | 108,372 | 207,464 | 119,811 | ||||||||||||
| (1) | Only Ipiranga and, in 2017, also to CBLSA. |
Changes in the present value of the provision for post-employment benefits are as follows:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Opening balance | 119,791 | 111,296 | 144,751 | 126,595 | ||||||||||||
Current service cost | 6,395 | 2,594 | 7,664 | 3,636 | ||||||||||||
Interest cost | 13,681 | 12,718 | 15,754 | 14,538 | ||||||||||||
Actuarial (gains) losses from changes in actuarial assumptions | (6,288 | ) | (455 | ) | 36,120 | 11,818 | ||||||||||
Benefits paid directly by Company and its subsidiaries | (6,984 | ) | (6,362 | ) | (11,368 | ) | (10,971 | ) | ||||||||
Opening balance CBL S.A. (see Note 3.c) | 44,478 | — | ||||||||||||||
Exchange rate from foreign subsidiaries | 124 | (865 | ) | |||||||||||||
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Ending balance | 126,595 | 119,791 | 237,523 | 144,751 | ||||||||||||
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| |||||||||||||
The expense of the year is presented below:
| 2015 | 2014 | 2013 | ||||||||||
Health and dental care plan | 3,291 | 3,699 | 3,550 | |||||||||
FGTS Penalty | 10,445 | 6,740 | 5,893 | |||||||||
Bonus | 4,352 | 3,159 | 3,043 | |||||||||
Life insurance | 1,683 | 1,714 | 1,617 | |||||||||
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| |||||||
Total | 19,771 | 15,312 | 14,103 | |||||||||
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F-58
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The expense of the year is presented below:
| 2017 | 2016 | 2015 | ||||||||||
Health and dental care plan | 164 | 3,065 | 3,291 | |||||||||
FGTS Penalty | 14,828 | 9,068 | 10,445 | |||||||||
Bonus | 6,883 | 4,455 | 4,352 | |||||||||
Life insurance | 1,543 | 1,586 | 1,683 | |||||||||
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| |||||||
Total | 23,418 | 18,174 | 19,771 | |||||||||
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Significant actuarial assumptions adopted include:
Economic factors
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
| % p.a. | % p.a. | % p.a. | % p.a. | |||||||||||||
Discount rate for the actuarial obligation at present value | 12.71 | 11.82 | 9.51 | 11.46 | ||||||||||||
Average projected salary growth rate | 8.98 | 8.38 | 8.38 | 8.90 | ||||||||||||
Inflation rate (long term) | 5.0 | 5.2 | 4.50 | 5.00 | ||||||||||||
Growth rate of medical services | 9.20 | 9.41 | 8.68 | 9.20 | ||||||||||||
Demographic factors
Sensitivity analysis
The significant actuarial assumptions to determine the provision for post-employment benefits are: discount rate, wage and medical costs increases. The following sensitivity analyses on December 31, 20152017 were determined based on reasonably possible changes of assumptions occurring at the reporting date of the financial statements, keeping all other assumptions constant.
Assumption | Change in assumptions | Increase in liability | Change in assumptions | Decrease in liability | Change in assumptions | Decrease in liability | Change in assumptions | Increase in liability | ||||||||||||||||||||||||
Discount rate | increase by 1.0 p.p | 6,794 | decrease by 1.0 p.p | 7,742 | increase by 1.0 p.p | 10,237 | decrease by 1.0 p.p | 11,690 | ||||||||||||||||||||||||
Wage growth rate | increase by 1.0 p.p | 578 | decrease by 1.0 p.p | 534 | decrease by 1.0 p.p | 2,807 | increase by 1.0 p.p | 3,103 | ||||||||||||||||||||||||
Medical services growth rate | increase by 1.0 p.p | 2,759 | decrease by 1.0 p.p | 2,342 | decrease by 1.0 p.p | 3,837 | increase by 1.0 p.p | 4,413 | ||||||||||||||||||||||||
The sensitivity analysis presented may not represent the real change in the post-employment benefits obligation, since it is unlikely that changes occur in just one assumption alone, considering that some of these assumptions may be correlated.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Inherent risks related to post-employment benefits
Interest rate risk: a long-term interest rate is used to calculate the present value of post-employment liabilities. A reduction in this interest rate will increase the corresponding liability.
Growth wageWage growth risk: the present value of the liability is calculated using as reference the wages of the plan participants, projected with the average nominal wage growth rate. An increase in the real wages of plan participants will increase the corresponding liability.
Medical costs growth risk: the present value of the liability is calculated using as reference the medical cost by age based on actual healthcare costs, projected based on the growth rate of medical services costs. An increase in the real medical costs will increase the corresponding liability.
19. Provision for Asset Retirement Obligation – Fuel Tanks
F-59
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The provision corresponds to the legal obligation to remove Ipiranga’s underground fuel tanks located at Ipiranga-branded service stations after a certain use period (see Note 2.m).
Changes in the provision for asset retirement obligation are as follows:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Initial balance | 70,802 | 69,661 | 70,411 | 77,564 | 74,716 | 70,802 | ||||||||||||||||||
Additions (new tanks) | 625 | 709 | 715 | 537 | 483 | 625 | ||||||||||||||||||
Expense with tanks removed | (3,949 | ) | (4,026 | ) | (5,435 | ) | (15,432 | ) | (2,785 | ) | (3,949 | ) | ||||||||||||
Accretion expense | 7,238 | 4,458 | 3,970 | 2,105 | 5,150 | 7,238 | ||||||||||||||||||
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Final balance | 74,716 | 70,802 | 69,661 | 64,774 | 77,564 | 74,716 | ||||||||||||||||||
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| |||||||||||||||||||
Current | 5,232 | 4,598 | 3,449 | 4,799 | 4,563 | 5,232 | ||||||||||||||||||
Non-current | 69,484 | 66,204 | 66,212 | 59,975 | 73,001 | 69,484 | ||||||||||||||||||
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
20. Provisions, Contingencies and Commitments
a. Provisions for tax, civil, and labor risks
The Company and its subsidiaries are parties in tax, civil, environmental, regulatory, and labor disputes at the administrative and judiciary levels, which, when applicable, are backed by escrow deposits. Provisions for losses are estimated and updated by Management based on the opinion of the Company’s legal department and its external legal advisors.
The table below demonstrates the breakdown of provisions by nature and its movement:
Provisions | Balance in 2014 | Additions | Write-offs | Monetary restatement | Balance in 2015 | Balance on 12/31/2016 | Additions | Write-offs | Monetary restatement | Opening balance CBL S.A. | Balance on 12/31/2017 | |||||||||||||||||||||||||||||||||
IRPJ and CSLL (a.1.1) | 406,478 | — | — | 33,445 | 439,923 | 473,490 | — | (2,163 | ) | 25,285 | 19,217 | 515,829 | ||||||||||||||||||||||||||||||||
PIS and COFINS (a.1.2) | 119,237 | — | — | 16,581 | 135,818 | 141,112 | — | (109,463 | ) | 3,278 | — | 34,927 | ||||||||||||||||||||||||||||||||
ICMS | 20,829 | — | (3,503 | ) | (726 | ) | 16,600 | 17,099 | 1,864 | (7,795 | ) | 533 | 100,083 | 111,784 | ||||||||||||||||||||||||||||||
Social security | 10,483 | 317 | (212 | ) | 867 | 11,455 | ||||||||||||||||||||||||||||||||||||||
Civil, environmental and regulatory claims (a.2.1) | 58,336 | 6,689 | (4,860 | ) | 128 | 60,293 | 69,350 | 22,026 | (3,269 | ) | 330 | 859 | 89,296 | |||||||||||||||||||||||||||||||
Labor litigation (a.3.1) | 71,516 | 6,335 | (13,653 | ) | 1,190 | 65,388 | 65,162 | 23,973 | (11,899 | ) | 1,145 | 4,044 | 82,425 | |||||||||||||||||||||||||||||||
IPI | — | — | — | — | 78,067 | 78,067 | ||||||||||||||||||||||||||||||||||||||
Other | 562 | 7 | (88 | ) | 24 | 505 | 13,569 | 634 | (1,401 | ) | 584 | 82 | 13,468 | |||||||||||||||||||||||||||||||
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Total | 687,441 | 13,348 | (22,316 | ) | 51,509 | 729,982 | 779,782 | 48,497 | (135,990 | ) | 31,155 | 202,352 | 925,796 | |||||||||||||||||||||||||||||||
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| ||||||||||||||||||||||||||||||||||
Current | 64,169 | 45,322 | 52,694 | 64,550 | ||||||||||||||||||||||||||||||||||||||||
Non-current | 623,272 | 684,660 | 727,088 | 861,246 | ||||||||||||||||||||||||||||||||||||||||
Some of the tax provisions above involve, in whole or in part, escrow deposits.
Balances of escrow deposits are as follows:
| 2017 | 2016 | |||||||
Tax matters | 659,062 | 643,423 | ||||||
Labor litigation | 71,074 | 70,392 | ||||||
Civil and other | 92,524 | 64,955 | ||||||
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| |||||
Total –non-current assets | 822,660 | 778,770 | ||||||
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| |||||
a.1)Provisions for Tax Matters and Social Security
a.1.1) On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed for and obtained a preliminary injunction to recognize and offset PIS and COFINS credits on LPG purchases, against other taxes levied by the RFB, notably IRPJ and CSLL. The decision was confirmed by a trial court on May 16, 2008. Under the preliminary injunction, the subsidiaries made escrow deposits for these debits which amounted to R$ 483,485 as of December 31, 2017 (R$ 457,868 as of December 31, 2016). On July 18, 2014, a second instance unfavorable decision was published and the subsidiaries suspended the escrow deposits, and started to pay income taxes from that date. To revert the court decision, the subsidiaries presented a writ of prevention which was dismissed on December 30, 2014, and the subsidiaries appealed this decision on February 3, 2015. Appeals were also presented to the respective higher courts (STJ and STF) whose final trial are pending.
a.1.2) The subsidiaries Oxiteno S.A., Oxiteno Nordeste, Cia. Ultragaz, Tequimar, Tropical Transportes Ipiranga Ltda., EMCA, IPP and Extrafarma filed for a preliminary injunction seeking the deduction of ICMS from their PIS and COFINS tax bases. On March 15, 2017, in a decision with general repercussion, the Federal Supreme Court (STF) decided that the ICMS does not make up the calculation of PIS and COFINS tax bases. Therefore, supported by its legal advisors, on March 31, 2017, Oxiteno Nordeste and IPP reversed the provision in the amount of R$ 548,150109,463 in 2015 (R$ 505,6502017.
The Company emphasizes that it is possible for the STF to restrict the effects of the judgment or to decide that the effectiveness will be reached after its final decision or other time that may be fixed. Despite the favorable context, until there is effective final decision, the causes may be reassessed, which could result in 2014).the recognition of new provisions in the future.
F-60
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
a.2) Provisions for Civil, Environmental and Regulatory Claims
a.2.1) The Company and its subsidiaries maintained provisions for lawsuits and administrative proceedings, mainly derived from contracts entered into with customers and former services providers, as well as proceedings related to environmental and regulatory issues in the amount of R$ 89,296 as of December 31, 2017 (R$ 69,350 as of December 31, 2016).
a.3) Provisions for Labor Matters
a.3.1) The Company and its subsidiaries maintained provisions of R$ 82,425 as of December 31, 2017 (R$ 65,162 as of December 31, 2016) for labor litigation filed by former employees and by employees of our service providers mainly contesting thenon-payment of labor rights.
b. Contingent Liabilities (Possible)
The Company and its subsidiaries have other pending administrative and legal proceedings ofare parties in tax, civil, environmental, regulatory, and labor nature, which are individually less relevant, and were estimated by their legal counselclaims whose loss prognosis is assessed as having possible and/or remote risks (proceedings whose chance of loss is 50% or less). A such, the related potential losses were not provided for by the Company and its subsidiariesCompany’s legal departments based on the opinion of its external legal advisors and, based on this assessment, these opinions. The Company and its subsidiaries are also litigating for recovery of taxes and contributions, whichclaims were not recognized in the financial statements due to their contingent nature.statements. The estimated amount of this contingency is R$ 2,069,516 in 2015.2,576,583 as of December 31, 2017 (R$ 2,252,637 as of December 31, 2016).
b.1) Contingent Liabilities for Tax Matters and Social Security
The Company and its subsidiaries have contingent liabilities for tax matters and social security in the amount of R$ 1,261,396 in 2015,1,709,435 as of December 31, 2017 (R$ 1,519,658 as of December 31, 2016), mainly represented by:
b.1.1) The subsidiary IPP and its subsidiaries have assessments invalidating the offset of excise tax (“IPI”) credits in connection with the purchase of raw materials used in the manufacturing of products which sales are not subject to IPI under the protection of tax immunity. The amount of this contingency is R$ 166,003 as of December 31, 2017 (R$ 169,889 as of December 31, 2016).
b.1.2) The subsidiary IPP and its subsidiaries have legal proceedings related to ICMS. The total amount involved in these proceedings, was R$ 618,774 as of December 31, 2017 (R$ 626,393 as of December 31, 2016). Such proceedings arise mostly of the disregard of ICMS credits amounting to R$ 307,255 (R$ 283,367 as of December 31, 2016), of which R$ 121,891 (R$ 113,889 as of December 31, 2016) refer to proportional reversal requirement of ICMS credits related to the acquisition of hydrated alcohol; of allegednon-payment in the amount of R$ 113,999 (R$ 108,786 as of December 31, 2016); and inventory differences in the amount of R$ 149,171 (R$ 147,031 as of December 31, 2016) related to the leftovers or faults due to temperature changes or product handling.
b.1.3) The Company and its subsidiaries are parties to administrative and judicial suits involving Income Tax, Social Security Contribution, PIS and COFINS, substantially about denials of offset claims and credits disallowance which total amount is R$ 645,868 as of December 31, 2017 (R$ 450,120 as of December 31, 2016), mainly represented by:
b.1.3.1) In the first quarter of 2017, the subsidiary IPP received a tax assessment related to the IRPJ and CSLL resulting from the supposedly undue amortization of the goodwill paid on acquisition of a subsidiary, in the amount of R$ 187,027 as of December 31, 2017, which includes the amount of the income taxes, interest and penalty. Management assessed the likelihood of the tax assessment, supported by the opinion of its legal advisors, as “possible”, and therefore did not recognize a provision for this contingent liability.
F-61
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b.2) Contingent Liabilities for Civil, Environmental and Regulatory Claims
The Company and its subsidiaries have contingent liabilities for civil, environmental and regulatory claims in the amount of R$ 582,960 in 2015,593,437, totaling 2,783 lawsuits as of December 31, 2017 (R$ 480,065, totaling 2,329 lawsuits as of December 31, 2016), mainly represented by:
The Company and its subsidiaries have contingent liabilities for labor mattersmerit is being judicially reviewed.
b.2.2) In 2016, the subsidiary Cia. Ultragaz became party to two administrative proceedings filed by CADE, related to allegations of anti-competitive practices: i) one of the proceedings relate to practices in the State of Paraíba and other Northeast States, in which the subsidiary Bahiana is part along with Cia. Ultragaz. On this proceeding, Cia. Ultragaz and Bahiana signed a Cessation Commitment Agreement (TCC) with CADE, approved on November 22, 2017, in the amount of R$ 225,16095,987, to be paid in 8 (eight) equal installments updated semiannualy by SELIC, with maturity of the first one in 180 (one hundred and eighty) days from the date of publication of the approval. Three employees and one former employee signed TCC in the total amount of R$ 1,100. With the TCC, the administrative proceeding will be suspended in relation to the Cia. Ultragaz and Bahiana until final decision.; ii) the second proceeding relate to practices in the Federal District and around, in which only Cia. Ultragaz is part. On this proceeding, Cia. Ultragaz signed a TCC with CADE, approved on September 6, 2017, in the amount of R$ 2,154, to be paid in a single installment, with maturity in 180 (one hundred and eighty) days from the date of publication of the approval. Two former employees signed TCC in the amount of R$ 50 each. With the TCC, the administrative proceeding will be suspended in relation to the Cia. Ultragaz until final decision.
b.2.3) The subsidiary IPP became party to two administrative proceedings filed by CADE, related to allegations of anti-competitive practices in the city of Joinville, State of Santa Catarina and around the city of Belo Horizonte, State of Minas Gerais. As of December 31, 2017, as a result of these administrative proceedings, no fine had been imposed to the subsidiary. Supported by the opinion of external legal counsel that classified the probability of loss as “remote”, Management did not recognize a provision for this contingency as of December 31, 2017.
b.2.4) On November 29, 2016, a technical opinion was issued by the Operational Support Center for Execution (Centro de Apoio Operacional à Execução—CAEX), a technical body linked to the São Paulo State Public Prosecutor (“MPE”), presenting a proposal of compensation for the alleged environmental damages caused by the fire on April 2nd, 2015 mainly represented by:at the Santos Terminal of the subsidiary Tequimar. This technical opinion isnon-binding, with no condemnatory or sanctioning nature, and will still be evaluated by the authorities and parties. The subsidiary disagrees with the methodology and the assumptions adopted in the proposal and is negotiating an agreement with the MPE and the Brazilian Federal Public Prosecutor (“MPF”), and currently there is no civil lawsuit filed on the matter. The negotiations relate toin natura repair of the any damages. In case of adverse conclusion of the negotiations with the MPE and MPF, the payments related to the project costs may affect the future Company’s financial statements, in addition to the amounts already recognized. In addition, the MPF denounced the subsidiary Tequimar in the criminal sphere, which shall wait for the court summons in order to take the necessary measures for its defense. For more information see Note 33.
F-62
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b.3) Contingent Liabilities for Labor Matters
The Company and its subsidiaries have contingent liabilities for labor matters in the amount of R$ 273,711, totaling 1,899 lawsuits as of December 31, 2017 (R$ 252,914, totaling 1,484 lawsuits as of December 31, 2016), mainly represented by:
b.3.1) In 1990, the Petrochemical Industry Labor Union (Sindiquímica), of which the employees of Oxiteno Nordeste and EMCA, companies located in the Camaçari Petrochemical Complex, are members, filed separate lawsuits against the subsidiaries demanding the compliance with the fourth section of the collective labor agreement, which provided for a salary adjustment in lieu of the salary policies practiced. In the same year, a collective labor dispute was also filed by the Union of Employers (SINPEQ) against Sindiquímica, requiring the recognition of the loss of effectiveness of such fourth section. The decisions rendered on the individual claims which were favorable to the subsidiaries Oxiteno Nordeste and EMCA are final and unappealable. The collective labor dispute remains pending trial by STF. In 2010, some companies in the Camaçari Petrochemical Complex signed an agreement with Sindiquímica and reported the fact in the collective labor dispute. In October 2015, Sindiquímica filed enforcement lawsuits against all Camaçari Petrochemical Complex companies that have not yet made settlements, including Oxiteno Nordeste and EMCA.
c. Lubricants operation between IPP and Chevron
In the process of transaction of the lubricants operation in Brazil between Chevron and subsidiary IPP (see Note 3.c), it was agreed that each shareholder is responsible for any claims arising out of acts, facts or omissions prior to the transaction. The liability provisions of the Chevron shareholder in the amount of R$ 3,452 are reflected in the consolidation of these financial statements, as well as the contingent liabilities identified in the date of acquisition, whose provision amount of R$ 198,900 was recognized as a business combination on December 1, 2017. The amounts of provisions of Chevron’s liability recognized in the business combination will be reimbursed to subsidiary CBLSA in the event of losses and an indemnity asset was hereby constituted in the same amount, without the need to establish a provision for uncollectible amounts.
21. Deferred Revenue
The Company’s subsidiaries have recognized the following deferred revenue:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
‘am/pm’ and Jet Oil franchising upfront fee | 16,988 | 14,785 | 19,537 | 18,620 | ||||||||||||
Loyalty program “Km de Vantagens” | 10,569 | 10,025 | 9,134 | 13,062 | ||||||||||||
Loyalty program “Clube Extrafarma” | 7,899 | 6,349 | 2,638 | 3,128 | ||||||||||||
|
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|
| |||||||||||||
| 35,456 | 31,159 | 31,309 | 34,810 | |||||||||||||
|
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|
| |||||||||||||
Current | 24,420 | 23,450 | 18,413 | 22,300 | ||||||||||||
Non-current | 11,036 | 7,709 | 12,896 | 12,510 | ||||||||||||
Loyalty Programs
Subsidiary Ipiranga has a loyalty program called Km de Vantagens (www.kmdevantagens.com.br) under which registered customers are rewarded with points when they buy products at Ipiranga service stations or at its partners. The customers may exchange these points, during the period of one year, for discounts on products and services offered by Ipiranga and its partners. Points received by Ipiranga’s customers that may be used with the partner Multiplus Fidelidade and for discounts of fuel in Ipiranga’s website (www.postoipiranganaweb.com.br) and are considered part ofdiscounted from sales revenue.
Subsidiary Extrafarma has a loyalty program called Clube Extrafarma (www.clubeextrafarma.com.br) under which registered customers are rewarded with points when they buy products at its drugstore chain. The customers may exchange these points, during the period of one year,six months, for prizes offered bydiscounts in products at its partners. Points received by Extrafarma’s customers may be used with the partner Multiplus Fidelidade and asdrugstore chain, recharge credit on a mobile phone, and prizes offered by partners Multiplus Fidelidade and Ipiranga, through Km de Vantagens. Points received by Extrafarma’s customers are considered part ofdiscounted from sales revenue.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Deferred revenue is estimated based on the fair value of the points granted, considering the value of the prizes and the expected redemption of points. Deferred revenue is recognized in profit or loss when the points are redeemed, on which occasion the costs incurred are also recognized. Deferred revenue of unredeemed points is also recognized in profit or loss when the points expire.
Franchising Upfront Fee
am/pm is the convenience stores chain of the Ipiranga service stations. Ipiranga ended in 20152017 with 1,9092,414 stores (1,708(2,165 stores in 2014)2016). Jet Oil is Ipiranga’s lubricant-changing and automotive service specialized network. Ipiranga ended in 20152017 with 1,4661,735 stores (1,337(1,594 stores in 2014)2016). The franchising upfront fee received by Ipiranga is deferred and recognized in profit or loss on the straight-line accrual basis throughout the terms of the agreements with the franchisees.
| 22. | Subscription warrants – indemnification |
F-63
Ultrapar Participações S.A.Because of the association between the Company and Subsidiaries
NotesExtrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 3,205,622 shares of the Company. The subscription warrants – indemnification may be exercised beginning 2020 by the former shareholders of Extrafarma and are adjusted according to the Consolidated Financial Statements
(changes in the amounts of provisions for tax, civil, and labor risks and contingent liabilities related to the period prior to January 31, 2014. The subscription warrants – indemnification’s fair value is measured based on the share price of Ultrapar (UGPA3) and is reduced by the dividend yield until 2020, since the exercise is possible only from 2020, and they are not entitled to dividends until that date. In thousands2017, the subscription warrants – indemnification were represented by 2,415,848 shares and amounted to R$ 171,459 (as of Brazilian Reais, unless otherwise stated)December 31, 2016, they were represented by 2,394,825 and totaled R$ 153,429). Due to the final adverse decision of some of these lawsuits, on December 31, 2017, the maximum number of shares that could be issued related to the subscription warrants – indemnification was up to 3,035,499 (3,059,579 shares as of December 31, 2016). For further information on Extrafarma’s acquisition, see Note 3.a to the financial statements of the Company filed on February 17, 2016.
22. Shareholders’ Equity
| 23. | Shareholders’ Equity |
| a. | Share Capital |
The Company is a publicly traded company listed on BM&FBOVESPAB3 in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (NYSE) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”. As ofOn December 31, 2015,2017, the subscribed andpaid-in capital stock consists of 556,405,096 common shares with no par value and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
The price of the shares issued by the Company as of December 31, 2015,2017, on BM&FBOVESPAB3 was R$ 60.45.
On January 31, 2014, the Extraordinary Shareholders’ Meetings of Ultrapar and Extrafarma approved the issuance of 12,021,100 new ordinary, nominative, book-entry shares with no par value of the Company, increasing its capital stock by R$ 141,913, resulting in a total capital stock of R$ 3,838,686 represented by 556,405,096 shares. For further information, see Note 3.a).75.00.
As of December 31, 2015,2017, the Company is authorized to increase capital up to the limit of 800,000,000 common shares, without amendment to the Bylaws, by resolution of the Board of Directors.
As of December 31, 2015,2017, there were 29,385,49728,935,260 common shares outstanding abroad in the form of ADRs (31,714,297(28,944,097 shares as of December 31, 2014)2016).
| b. | Equity instrument granted |
On April 19, 2017, a new share-based incentive plan was approved, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 8.c).
| c. | Treasury Shares |
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with the Brazilian Securities and Exchange Commission (“CVM”) Instructions 10, of February 14, 1980 and 268, of November 13, 1997.
On December 10, 2014, the Board of Directors approved Ultrapar’s Shares Repurchase Program (“Share Repurchase Program 2014/15”), with maximum period for the acquisition of 365 days, from December 12, 2014 and maximum acquisition number of 6,500,000 common shares. The Company acquired in the Share Repurchase Program 2014/15, 6,143,200 common shares at an average cost of R$ 63.07 per share.cancelled.
As of December 31, 2015, 13,321,3562017, 13,041,356 common shares (7,148,156 in 2014)(13,131,356 as of December 31, 2016) were held in the Company’s treasury, acquired at an average cost of R$ 36.8536.98 per share (R$ 14.42 in 2014)36.85 as of December 31, 2016).
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Capital Reserve |
The capital reserve reflects the gain on the transfer of shares at market price to be held in treasury by the Company’s subsidiaries, at an average price of R$ 26.09 per share. Such shares were used in the Deferred Stock Plan granted to executives of thesethe subsidiaries of the Company, as mentioned in Note 8.c).
As a resultBecause of the issuance of 12,021,100 new shares occurred on January 31,Extrafarma’s association in 2014, the Company recognized an increase in the capital reserves in the amount of R$ 498,812, due to the difference between the value attributable to share capital and the market value of the Ultrapar shares on the date of issue. For further information, see Note 3.a). In addition,issue, deducted by R$ 2,260 related to the Company incurred costs directly attributable to issuing new shares in the amount of R$ 2,260, reducing the capital reserve amount.
F-64
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Revaluation Reserve |
The revaluation reserve reflects the revaluation of assets of subsidiaries and is based on depreciation,write-off, or disposal of the revalued assets of the subsidiaries, as well as the tax effects recognized by these subsidiaries.
| Profit Reserves |
Legal Reserve
Under Brazilian Corporate Law, the Company is required to appropriate 5% of net annual earnings to a legal reserve, until the balance reaches 20% of capital stock. This reserve may be used to increase capital or absorb losses, but may not be distributed as dividends.
Retention of Profits
Reserve recognized in previous fiscal years and used for investments contemplated in a capital budget, mainly for expansion, productivity, and quality, acquisitions and new investments, in accordance with Article 196 of Brazilian Corporate Law. In compliance with Article 199 of the Brazilian Corporate Law, on April 19, 2017 the OEGM deliberated the excess of the profit reserves in relation to share capital, increasing the share capital in the amount of R$ 1,333,066, related to the retained earnings reserve.
Investments Reserve
In compliance with Article 194 of the Brazilian Corporate Law and Article 55.c) of the Bylaws this reserve is aimed to protect the integrity of the Company’s assets and to supplement its capital stock, in order to allow new investments to be made. As provided in its Bylaws, the Company may allocate up to 45% of net income to the investments reserve, up to the limit of 100% of the share capital.
The amounts of retention of profits and investments reserve areis free of distribution restrictions and totaled R$ 3,329,649 in 2015 (R$ 2,772,527 in 2014).3,130,935 as of December 31, 2017.
Valuation Adjustments
The differences between the fair value and amortized cost of financial investments classified as available for sale are recognized directly in equity as valuation adjustments. The gains and losses recognized in the shareholders’ equity are reclassified to profit or loss in case the financial instruments are prepaid.
Actuarial gains and losses relating to post-employment benefits, calculated based on a valuation conducted by an independent actuary, are recognized in shareholders’ equity under the title “valuation adjustments”. Actuarial gains and losses recorded in equity are not reclassified to profit or loss in subsequent periods.
Gains and losses on the hedging instruments of exchange rate related to firm commitment of exchange rateand highly probable transactions designated as cash flows hedges are recorded in shareholders’ equity as “valuation adjustments”. Gains and losses are reclassified to initial cost ofnon-financial assets.
The Company recognizes in this item the effect of changes in thenon-controlling interest in subsidiaries that do not result in loss of control. This amount corresponds to the difference between the amount by which thenon-controlling interest was adjusted and the fair value of the consideration received or paid and represents a transaction with shareholders.
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Cumulative Translation Adjustments
The change in exchange rates on assets, liabilities, and income of foreign subsidiaries that have (i) functional currency other than the presentation currency of the Company, and (ii) an independent administration and (iii) notes in the foreign market (see Note 31—net investment hedge in foreign entities), is directly recognized in the shareholders’ equity. This accumulated effect is reflected in profit or loss as a gain or loss only in case of disposal orwrite-off of the investment.
Balance and changes in valuation adjustments and cumulative translation adjustments of the Company are as follows:
F-65
| Valuation adjustments | ||||||||||||||||||||||||
| Fair value of cash flow hedging instruments | Fair value of financial instruments classified as available for sale | Actuarial gains (losses) of post- employment benefits | Non-controlling shareholders interest change | Total | Cumulative translation adjustment | |||||||||||||||||||
Balance on 12/31/2014 | — | 51 | 7,098 | — | 7,149 | 43,192 | ||||||||||||||||||
Translation of foreign subsidiaries, net of income tax | — | — | — | — | — | 23,733 | ||||||||||||||||||
Changes in fair value | 6,261 | 1,472 | — | — | 7,733 | — | ||||||||||||||||||
Actuarial gains of post-employment benefits | — | — | 6,321 | — | 6,321 | — | ||||||||||||||||||
Income and social contribution taxes on actuarial gains | — | — | (2,250 | ) | — | (2,250 | ) | — | ||||||||||||||||
Balance on 12/31/2015 | 6,261 | 1,523 | 11,169 | — | 18,953 | 66,925 | ||||||||||||||||||
Translation of foreign subsidiaries, net of income tax | — | — | — | — | — | (59,406 | ) | |||||||||||||||||
Changes in fair value | (46,470 | ) | (1,523 | ) | — | — | (47,993 | ) | — | |||||||||||||||
Income and social contribution taxes on fair value | 13,326 | — | — | — | 13,326 | — | ||||||||||||||||||
Actuarial losses of post-employment benefits | — | — | (12,435 | ) | — | (12,435 | ) | — | ||||||||||||||||
Income and social contribution taxes on actuarial losses | — | — | 4,162 | — | 4,162 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance on 12/31/2016 | (26,883 | ) | — | 2,896 | — | (23,987 | ) | 7,519 | ||||||||||||||||
Translation of foreign subsidiaries, net of income tax | — | — | — | — | — | 45,542 | ||||||||||||||||||
Changes in fair value of hedge instruments | (2,550 | ) | — | — | — | (2,550 | ) | — | ||||||||||||||||
Difference between the fair value of the consideration received or paid and the variation in thenon-controlling shareholders interest | — | — | — | 202,188 | 202,188 | — | ||||||||||||||||||
Income and social contribution taxes on fair value | 2,069 | — | — | — | 2,069 | — | ||||||||||||||||||
Actuarial losses of post-employment benefits | — | — | (27,658 | ) | — | (27,658 | ) | — | ||||||||||||||||
Income and social contribution taxes on actuarial losses | — | — | 9,581 | — | 9,581 | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
| |||||||||||||
Balance on 12/31/2017 | (27,364 | ) | — | (15,181 | ) | 202,188 | 159,643 | 53,061 | ||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
| |||||||||||||
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Balance and changes in other comprehensive income of the Company are as follows:
| Valuation adjustments | ||||||||||||||||||||
| Fair value of cash flow hedging instruments | Fair value of financial instruments classified as available for sale | Actuarial gains of post- employment benefits | Total | Cumulative translation adjustment | ||||||||||||||||
Balance in 2012 | — | 23 | (12,638 | ) | (12,615 | ) | 12,621 | |||||||||||||
Translation of foreign subsidiaries, including the exchange rate effect of hedge of investments | — | — | — | — | 25,455 | |||||||||||||||
Changes in fair value | — | (18 | ) | — | (18 | ) | — | |||||||||||||
Actuarial gain of post-employment benefits | — | — | 27,365 | 27,365 | — | |||||||||||||||
Income and social contribution taxes on actuarial gains | — | — | (9,304 | ) | (9,304 | ) | — | |||||||||||||
Balance in 2013 | — | 5 | 5,423 | 5,428 | 38,076 | |||||||||||||||
Translation of foreign subsidiaries, including the exchange rate effect of hedge of investments | — | — | — | — | 5,116 | |||||||||||||||
Changes in fair value | — | 46 | — | 46 | — | |||||||||||||||
Actuarial gain of post-employment benefits | — | — | 2,538 | 2,538 | — | |||||||||||||||
Income and social contribution taxes on actuarial gains | — | — | (863 | ) | (863 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Balance in 2014 | — | 51 | 7,098 | 7,149 | 43,192 | |||||||||||||||
Translation of foreign subsidiaries, including the exchange rate effect of hedge of investments | — | — | — | — | 23,733 | |||||||||||||||
Changes in fair value | 6,261 | 1,472 | — | 7,733 | — | |||||||||||||||
Actuarial gain of post-employment benefits | — | — | 6,321 | 6,321 | — | |||||||||||||||
Income and social contribution taxes on actuarial gains | — | — | (2,250 | ) | (2,250 | ) | — | |||||||||||||
|
|
|
|
|
|
|
|
|
| |||||||||||
Balance in 2015 | 6,261 | 1,523 | 11,169 | 18,953 | 66,925 | |||||||||||||||
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F-66
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Dividends and Allocation of Net Income |
The shareholders are entitled, under the Bylaws, to a minimum annual dividend of 50% of adjusted net income calculated in accordance with Brazilian Corporate Law. The dividends and interest on equity in excess of the obligation established in the Bylaws are recognized in shareholders’ equity until they are approved by the Shareholders.Shareholders approve them. The proposed dividends payable as of December 31, 20142016 in the amount of R$ 389,164472,650 (R$ 0.710.87 – seventy oneeighty seven cents of Brazilian Real per share), were approved by the Board of Directors on February 25, 2015,22, 2017, and paid as ofbeginning March 13, 2015, having been10, 2017, being ratified inat the Annual General Shareholders’ MeetingOEGM on April 15, 2015.19, 2017. On August 5, 2015,9, 2017, the Board of Directors approved the anticipation of 2015 dividends of 2017, in the amount of R$ 436,842461,868 (R$ 0.80–0.85 – eighty five cents of Brazilian Real per share), paid as from August 21, 2015.25, 2017. The proposed dividends payable as of December 31, 20152017 in the amount of R$ 434,467489,027 (R$ 0.800.90 – eightyninety cents of Brazilian Real per share), were approved by the Board of Directors on February 17, 2016,21, 2018, and will be paid as frombeginning March 4, 2016.
The proposed dividends reflected in the financial statements of the Company, subject to approval of shareholders at a General Meeting, are as follows:12, 2018.
Net income for the year attributable to shareholders of Ultrapar | ||||
| ||||
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| |||
| ||||
Minimum mandatory dividends | ||||
Interim dividends paid (R$ | ( | ) | ||
|
| |||
Mandatory dividends payable – Current liabilities | ||||
Additional dividends to the minimum mandatory dividends – shareholders’ equity | ||||
|
| |||
Dividends payable (R$ | ||||
Legal reserve | 78,716 | |||
Statutory investments reserve | ||||
F-67
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
23. Revenue from Sale and Services
| 24. | Net Revenue from Sale and Services |
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Gross revenue from sale | 77,463,652 | 69,088,648 | 62,054,471 | 82,134,879 | 79,361,004 | 77,463,652 | ||||||||||||||||||
Gross revenue from services | 568,556 | 578,205 | 546,159 | 728,590 | 621,823 | 568,556 | ||||||||||||||||||
Sales taxes | (2,011,860 | ) | (1,628,483 | ) | (1,393,073 | ) | (1,936,077 | ) | (1,929,288 | ) | (2,011,860 | ) | ||||||||||||
Discounts and sales returns | (360,777 | ) | (302,915 | ) | (267,714 | ) | (927,557 | ) | (703,305 | ) | (360,777 | ) | ||||||||||||
Deferred revenue (see Note 21) | (4,297 | ) | 843 | 403 | 7,587 | 2,721 | (4,297 | ) | ||||||||||||||||
|
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|
|
|
| |||||||||||||||||||
Net revenue from sales and services | 75,655,274 | 67,736,298 | 60,940,246 | 80,007,422 | 77,352,955 | 75,655,274 | ||||||||||||||||||
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24. Expenses by Nature
| 25. | Expenses by Nature |
The Company presents its expenses by function in the consolidated income statement and presents below its expenses by nature:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Raw materials and materials for use and consumption | 67,763,793 | 61,308,509 | 55,158,800 | 71,521,652 | 69,173,511 | 67,763,793 | ||||||||||||||||||
Personnel expenses | 1,950,776 | 1,619,830 | 1,393,115 | 2,231,556 | 2,042,985 | 1,950,776 | ||||||||||||||||||
Freight and storage | 1,134,388 | 1,003,462 | 975,904 | 1,117,467 | 1,077,552 | 1,134,388 | ||||||||||||||||||
Depreciation and amortization | 1,002,647 | 887,827 | 778,937 | 1,175,951 | 1,103,538 | 1,002,647 | ||||||||||||||||||
Advertising and marketing | 177,336 | 182,674 | 169,235 | 192,441 | 200,011 | 177,336 | ||||||||||||||||||
Services provided by third parties | 255,750 | 223,632 | 156,730 | 351,227 | 318,746 | 255,750 | ||||||||||||||||||
Lease of real estate and equipment | 143,677 | 122,130 | 83,311 | 196,970 | 164,740 | 143,677 | ||||||||||||||||||
Other expenses | 343,237 | 245,529 | 218,042 | 410,356 | 359,000 | 343,237 | ||||||||||||||||||
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|
| |||||||||||||||||||
Total | 72,771,604 | 65,593,593 | 58,934,074 | 77,197,620 | 74,440,083 | 72,771,604 | ||||||||||||||||||
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| |||||||||||||||||||
Classified as: | ||||||||||||||||||||||||
Cost of products and services sold | 68,933,702 | 62,304,631 | 56,165,382 | 72,735,781 | 70,342,723 | 68,933,702 | ||||||||||||||||||
Selling and marketing | 2,516,561 | 2,158,659 | 1,756,376 | 2,885,311 | 2,651,501 | 2,516,561 | ||||||||||||||||||
General and administrative | 1,321,341 | 1,130,303 | 1,012,316 | 1,576,528 | 1,445,859 | 1,321,341 | ||||||||||||||||||
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| |||||||||||||||||||
Total | 72,771,604 | 65,593,593 | 58,934,074 | 77,197,620 | 74,440,083 | 72,771,604 | ||||||||||||||||||
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| |||||||||||||||||||
Research and development expenses are recognized in the income statements and amounted to R$ 55,836 in 2017 (R$ 50,129 in 2016 and R$ 41,368 in 2015 (R$ 36,956 in 2014 and R$ 29,052 in 2013)2015).
F-68
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Gain (loss) on Disposal of Property, Plant and Equipment and Intangibles |
The gain or loss is determined as the difference between the selling price and residual book value of the investment, property, plant, and equipment, or intangible asset disposed of. In 2015,2017, the gainloss was R$ 27,276 (gain2,242 (loss of R$ 36,9786,134 in 20142016 and gain of R$ 40,28027,276 in 2013)2015), represented primarily from disposal of property, plant, and equipment.
| Other Operating Income, Net |
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Commercial partnerships(1) | 21,646 | 46,140 | 28,689 | 52,731 | 59,761 | 50,763 | ||||||||||||||||||
Merchandising(2) | 58,275 | �� | 37,177 | 41,956 | 53,870 | 38,851 | 29,158 | |||||||||||||||||
Loyalty program(3) | 22,455 | 13,305 | 28,189 | 26,419 | 19,411 | 22,455 | ||||||||||||||||||
Adjustment of working capital and net debt—Extrafarma acquisition (see Note 3.a) | 13,784 | — | — | |||||||||||||||||||||
Ultracargo—fire accident in Santos (see Note 32) | (92,192 | ) | — | — | ||||||||||||||||||||
Ultracargo – fire accident in Santos(4) | (39,080 | ) | 76,443 | (92,192 | ) | |||||||||||||||||||
Reversal of provision – ICMS from PIS and COFINS tax bases (see Note 20.a.1.2) | 49,152 | — | — | |||||||||||||||||||||
TCC – Cia. Ultragaz e Bahiana(5) | (85,819 | ) | — | — | ||||||||||||||||||||
Compensation of undue use of Ultratecno brand | 16,000 | — | — | — | — | 16,000 | ||||||||||||||||||
Adjustment of working capital and net debt – Extrafarma acquisition(6) | — | — | 13,784 | |||||||||||||||||||||
Others | 10,616 | 10,292 | (1,253 | ) | 2,087 | 4,506 | 10,616 | |||||||||||||||||
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Other operating income, net | 50,584 | 106,914 | 97,581 | 59,360 | 198,972 | 50,584 | ||||||||||||||||||
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| (1) | Refers to contracts with service providers and suppliers which establish trade agreements for convenience stores and gas stations. |
| (2) | Refers to contracts with suppliers of convenience stores, which establish, among other agreements, promotional campaigns. |
| Refers to sales of “Km de Vantagens” to partners of the loyalty program. Revenue is recognized at the time that the partners transfer the points to their customers. |
| (4) | For more information about the fire accident in Ultracargo, see Note 33. |
| (5) | For more information about the Cessation Commitment Agreement of the subsidiaries Cia. Ultragaz and Bahiana, see Notes 20.b.2.2 and 28. |
| (6) | For further information on Extrafarma’s acquisition, see Note 3.a. to the financial statements of the Company filed on February 17, 2016. |
F-69
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Financial Income (Expense) |
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Financial income: | ||||||||||||||||||||||||
Interest on financial investments | 341,739 | 298,977 | 178,275 | 475,460 | 404,080 | 341,739 | ||||||||||||||||||
Interest from customers | 81,374 | 63,090 | 58,182 | 105,773 | 103,976 | 81,374 | ||||||||||||||||||
Other financial income | 3,316 | 3,942 | 4,105 | 3,868 | 5,187 | 3,316 | ||||||||||||||||||
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| 426,429 | 366,009 | 240,562 | 585,101 | 513,243 | 426,429 | |||||||||||||||||||
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| |||||||||||||||||||
Financial expenses: | ||||||||||||||||||||||||
Interest on loans | (666,791 | ) | (526,707 | ) | (354,151 | ) | (672,102 | ) | (777,424 | ) | (666,791 | ) | ||||||||||||
Interest on debentures | (308,290 | ) | (255,419 | ) | (124,908 | ) | (385,009 | ) | (374,125 | ) | (308,290 | ) | ||||||||||||
Interest on finance leases | (4,023 | ) | (5,883 | ) | (5,816 | ) | (4,991 | ) | (7,839 | ) | (4,023 | ) | ||||||||||||
Bank charges, financial transactions tax, and other charges | (46,966 | ) | (20,512 | ) | (43,499 | ) | (91,614 | ) | (74,761 | ) | (46,966 | ) | ||||||||||||
Exchange variation, net of gains and losses with derivative instruments | (71,384 | ) | (1,365 | ) | (40,654 | ) | 72,869 | (69,854 | ) | (71,384 | ) | |||||||||||||
Changes in subscription warranty—indemnification (see Note 3.a) | (21,154 | ) | (649 | ) | — | |||||||||||||||||||
Reversal of provision – ICMS from PIS and COFINS tax bases (see Note 20.a.1.2) | 43,411 | — | — | |||||||||||||||||||||
Changes in subscription warranty—indemnification (see Note 22) | (20,360 | ) | (42,615 | ) | (21,154 | ) | ||||||||||||||||||
TCC monetary restatement – Bahiana (see Notes 20.b.2.2 and 27) | (13,509 | ) | — | — | ||||||||||||||||||||
Monetary restatement of provisions, net, and other financial expenses | (11,159 | ) | (881 | ) | (9,139 | ) | 11,908 | (9,201 | ) | (11,159 | ) | |||||||||||||
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|
|
| |||||||||||||||||||
| (1,129,767 | ) | (811,416 | ) | (578,167 | ) | (1,059,397 | ) | (1,355,819 | ) | (1,129,767 | ) | |||||||||||||
|
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| |||||||||||||||||||
Financial income (expense) | (703,338 | ) | (445,407 | ) | (337,605 | ) | (474,296 | ) | (842,576 | ) | (703,338 | ) | ||||||||||||
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| 29. | Earnings per Share |
F-70The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a deferred stock plan and subscription warrants—indemnification, as mentioned in Notes 8.c and 22, respectively.
| Basic Earnings per Share | 2017 | 2016 | 2015 | |||||||||
Net income for the year of the Company | 1,574,306 | 1,561,585 | 1,503,466 | |||||||||
Weighted average shares outstanding (in thousands) | 541,813 | 541,391 | 543,775 | |||||||||
Basic earnings per share –R$ | 2.9056 | 2.8844 | 2.7649 | |||||||||
| Diluted Earnings per Share | 2017 | 2016 | 2015 | |||||||||
Net income for the year of the Company | 1,574,306 | 1,561,585 | 1,503,466 | |||||||||
Weighted average shares outstanding (in thousands), including deferred stock plan and subscription warrants—indemnification | 545,740 | 545,509 | 548,054 | |||||||||
Diluted earnings per share –R$ | 2.8847 | 2.8626 | 2.7433 | |||||||||
| Weighted Average Shares Outstanding (in thousands) | 2017 | 2016 | 2015 | |||||||||
Weighted average shares outstanding for basic per share calculation | 541,813 | 541,391 | 543,775 | |||||||||
Dilution effect | ||||||||||||
Subscription warrants—indemnification | 2,395 | 2,267 | 2,161 | |||||||||
Deferred Stock Plan | 1,532 | 1,851 | 2,118 | |||||||||
|
|
|
|
|
| |||||||
Weighted average shares outstanding for diluted per share calculation | 545,740 | 545,509 | 548,054 | |||||||||
|
|
|
|
|
| |||||||
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has subscription warrants—indemnification and a deferred stock plan, as mentioned in Notes 3.a) and 8.c), respectively.
Basic Earnings per Share | 2015 | 2014 | 2013 | |||||||||
Net income for the period of the Company | 1,503,466 | 1,241,563 | 1,225,143 | |||||||||
|
|
|
|
|
| |||||||
Weighted average shares outstanding (in thousands) | 543,775 | 545,679 | 534,114 | |||||||||
Basic earnings per share –R$ | 2.7649 | 2.2753 | 2.2938 | |||||||||
|
|
|
|
|
| |||||||
Diluted Earnings per Share | 2015 | 2014 | 2013 | |||||||||
Net income for the period of the Company | 1,503,466 | 1,241,563 | 1,225,143 | |||||||||
|
|
|
|
|
| |||||||
Weighted average shares outstanding (in thousands), including deferred stock plan and subscription warrants—indemnification | 548,054 | 549,552 | 536,412 | |||||||||
Diluted earnings per share –R$ | 2.7433 | 2.2592 | 2.2840 | |||||||||
|
|
|
|
|
| |||||||
Weighted Average Shares Outstanding (in thousands) | 2015 | 2014 | 2013 | |||||||||
Weighted average shares outstanding for basic per share calculation: | 543,775 | 545,679 | 534,114 | |||||||||
Dilution effect | ||||||||||||
Subscription warrants—indemnification | 2,161 | 1,832 | — | |||||||||
Deferred Stock Plan | 2,118 | 2,041 | 2,298 | |||||||||
|
|
|
|
|
| |||||||
Weighted average shares outstanding for diluted per share calculation: | 548,054 | 549,552 | 536,412 | |||||||||
|
|
|
|
|
| |||||||
F-71
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Segment Information |
The Company operates five main business segments: gas distribution, fuel distribution, chemicals, storage and as from January 31, 2014, drugstores. The gas distribution segment (Ultragaz) distributes LPG to residential, commercial, and industrial consumers, especially in the South, Southeast, and Northeast regions of Brazil. The fuel distribution segment (Ipiranga) operates the distribution and marketing of gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants and related activities throughout all the Brazilian territory. The chemicals segment (Oxiteno) produces ethylene oxide and its main derivatives and fatty alcohols, which are raw materials used in the home and personal care, agrochemical, paints, varnishes, and other industries. The storage segment (Ultracargo) operates liquid bulk terminals, especially in the Southeast and Northeast regions of Brazil. The drugstores segment (Extrafarma) trades pharmaceutical, hygiene, and beauty products through its own drugstore chain in the states of Amapá, Bahia, Ceará, Maranhão, Pará, Paraiba,Paraíba, Pernambuco, Piauí, Rio Grande do Norte, and São Paulo.Paulo, Sergipe and Tocantins. The segments shown in the financial statements are strategic business units supplying different products and services. Intersegment sales are at prices similar to those that would be charged to third parties.
The main financial information of each of the Company’s segments are stated as follows:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Net revenue from sales and services: | ||||||||||||||||||||||||
Ultragaz | 4,621,242 | 4,091,273 | 3,982,300 | 6,069,340 | 5,365,524 | 4,621,242 | ||||||||||||||||||
Ipiranga | 65,349,812 | 58,830,055 | 53,384,116 | 67,730,856 | 66,407,305 | 65,349,812 | ||||||||||||||||||
Oxiteno | 4,082,479 | 3,413,620 | 3,277,839 | 3,957,584 | 3,700,703 | 4,082,479 | ||||||||||||||||||
Ultracargo | 315,510 | 346,477 | 332,070 | 438,360 | 355,412 | 315,510 | ||||||||||||||||||
Extrafarma | 1,336,255 | 1,101,310 | (1) | — | 1,869,466 | 1,578,210 | 1,336,255 | |||||||||||||||||
Others(2) | 45,244 | 40,005 | 37,146 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
| 80,065,606 | 77,407,154 | 75,705,298 | ||||||||||||||||||||||
Others(1) | 50,752 | 45,504 | 45,244 | |||||||||||||||||||||
Intersegment sales | (95,268 | ) | (86,442 | ) | (73,225 | ) | (108,936 | ) | (99,703 | ) | (95,268 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 75,655,274 | 67,736,298 | 60,940,246 | 80,007,422 | 77,352,955 | 75,655,274 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Intersegment sales: | ||||||||||||||||||||||||
Ultragaz | 3,027 | 3,222 | 1,300 | 2,217 | 2,942 | 3,027 | ||||||||||||||||||
Ipiranga | — | — | — | 964 | — | — | ||||||||||||||||||
Oxiteno | 2,576 | 1,459 | 871 | 919 | 2,519 | 2,576 | ||||||||||||||||||
Ultracargo | 44,395 | 41,998 | 33,940 | 54,174 | 48,941 | 44,395 | ||||||||||||||||||
Extrafarma | — | — | — | — | — | — | ||||||||||||||||||
Others(2) | 45,270 | 39,763 | 37,114 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
| 58,274 | 54,402 | 49,998 | ||||||||||||||||||||||
Others(1) | 50,662 | 45,301 | 45,270 | |||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 95,268 | 86,442 | 73,225 | 108,936 | 99,703 | 95,268 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Net revenue from sales and services, excluding intersegment sales: | ||||||||||||||||||||||||
Ultragaz | 4,618,215 | 4,088,051 | 3,981,000 | 6,067,123 | 5,362,582 | 4,618,215 | ||||||||||||||||||
Ipiranga | 65,349,786 | 58,830,055 | 53,384,116 | 67,729,892 | 66,407,305 | 65,349,786 | ||||||||||||||||||
Oxiteno | 4,079,903 | 3,412,161 | 3,276,968 | 3,956,665 | 3,698,184 | 4,079,903 | ||||||||||||||||||
Ultracargo | 271,115 | 304,479 | 298,130 | 384,186 | 306,471 | 271,115 | ||||||||||||||||||
Extrafarma | 1,336,255 | 1,101,310 | (1) | — | 1,869,466 | 1,578,210 | 1,336,255 | |||||||||||||||||
Others(2) | — | 242 | 32 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
| 80,007,332 | 77,352,752 | 75,655,274 | ||||||||||||||||||||||
Others(1) | 90 | 203 | — | |||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 75,655,274 | 67,736,298 | 60,940,246 | 80,007,422 | 77,352,955 | 75,655,274 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
F-72
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Operating income: | ||||||||||||||||||||||||
Operating income (expense): | ||||||||||||||||||||||||
Ultragaz | 213,895 | 168,964 | 147,034 | 269,125 | 288,449 | 213,895 | ||||||||||||||||||
Ipiranga | 2,154,606 | 1,700,879 | 1,574,677 | 2,415,534 | 2,383,585 | 2,154,606 | ||||||||||||||||||
Oxiteno | 579,541 | 264,246 | 308,589 | 140,262 | 308,177 | 579,541 | ||||||||||||||||||
Ultracargo | (16,058 | ) | 117,339 | 108,865 | 74,880 | 127,904 | (16,058 | ) | ||||||||||||||||
Extrafarma | 4,985 | 16,946 | (1) | — | (36,854 | ) | (5,577 | ) | 4,985 | |||||||||||||||
Others(2) | 24,561 | 18,223 | 4,868 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
| 2,862,947 | 3,102,538 | 2,936,969 | ||||||||||||||||||||||
Others(1) | 3,973 | 3,172 | 24,561 | |||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 2,961,530 | 2,286,597 | 2,144,033 | 2,866,920 | 3,105,710 | 2,961,530 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Share of profit of joint-ventures and associates: | ||||||||||||||||||||||||
Share of profit (loss) of joint-ventures and associates: | ||||||||||||||||||||||||
Ultragaz | (55 | ) | 165 | — | 1,245 | (39 | ) | (55 | ) | |||||||||||||||
Ipiranga | (21,779 | ) | (17,772 | ) | (11,198 | ) | (19,777 | ) | (23,178 | ) | (21,779 | ) | ||||||||||||
Oxiteno | 2,003 | 987 | 123 | 1,417 | 975 | 2,003 | ||||||||||||||||||
Ultracargo | 699 | 181 | 1,302 | 1,578 | (27 | ) | 699 | |||||||||||||||||
Others(2) | 8,248 | (50 | ) | 4,780 | ||||||||||||||||||||
|
|
| ||||||||||||||||||||||
| (15,537 | ) | (22,269 | ) | (19,132 | ) | |||||||||||||||||||
Others(1) | 36,210 | 29,745 | 8,248 | |||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | (10,884 | ) | (16,489 | ) | (4,993 | ) | 20,673 | 7,476 | (10,884 | ) | ||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Financial income | 426,429 | 366,009 | 240,562 | |||||||||||||||||||||
Financial expenses | (1,129,767 | ) | (811,416 | ) | (578,167 | ) | ||||||||||||||||||
|
|
| ||||||||||||||||||||||
Financial result, net | (474,296 | ) | (842,576 | ) | (703,338 | ) | ||||||||||||||||||
Income before income and social contribution taxes | 2,247,308 | 1,824,701 | 1,801,435 | 2,413,297 | 2,270,610 | 2,247,308 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Additions to property, plant, and equipment and intangible assets: | ||||||||||||||||||||||||
Additions to property, plant, and equipment and intangible assets (excluding intersegment account balances): | ||||||||||||||||||||||||
Ultragaz | 251,463 | 214,305 | 179,862 | 244,187 | 248,627 | 251,463 | ||||||||||||||||||
Ipiranga | 921,634 | 880,502 | 836,176 | 1,077,318 | 911,927 | 921,634 | ||||||||||||||||||
Oxiteno | 136,314 | 115,986 | 141,122 | 466,967 | 291,294 | 136,314 | ||||||||||||||||||
Ultracargo | 24,463 | 28,565 | 38,905 | 105,028 | 81,166 | 24,463 | ||||||||||||||||||
Extrafarma | 80,813 | 57,188 | (1) | — | 171,183 | 140,454 | 80,813 | |||||||||||||||||
Others(2) | 24,248 | 27,813 | 15,636 | |||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
| 2,064,683 | 1,673,468 | 1,414,687 | ||||||||||||||||||||||
Others(1) | 22,626 | 17,365 | 24,248 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total additions to property, plant, and equipment and intangible assets (see Notes 12 and 13) | 1,438,935 | 1,324,359 | 1,211,701 | 2,087,309 | 1,690,833 | 1,438,935 | ||||||||||||||||||
Asset retirement obligation – fuel tanks (see Note 19) | (625 | ) | (709 | ) | (715 | ) | (537 | ) | (483 | ) | (625 | ) | ||||||||||||
Capitalized borrowing costs | (25,207 | ) | (8,833 | ) | (6,835 | ) | (22,243 | ) | (23,980 | ) | (25,207 | ) | ||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total investments in property, plant, and equipment and intangible assets (cash flow) | 1,413,103 | 1,314,817 | 1,204,151 | 2,064,529 | 1,666,370 | 1,413,103 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Depreciation and amortization charges: | ||||||||||||||||||||||||
Ultragaz | 143,207 | 136,413 | 133,489 | |||||||||||||||||||||
Ipiranga | 612,727 | 528,987 | 454,156 | |||||||||||||||||||||
Oxiteno | 158,261 | 138,501 | 131,857 | |||||||||||||||||||||
Ultracargo | 41,668 | 49,372 | 47,349 | |||||||||||||||||||||
Extrafarma | 23,744 | 12,843 | (1) | — | ||||||||||||||||||||
Others(2) | 23,040 | 21,711 | 12,086 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
Total | 1,002,647 | 887,827 | 778,937 | |||||||||||||||||||||
|
|
| ||||||||||||||||||||||
Depreciation and amortization charges: | ||||||||||||
Ultragaz | 182,833 | 158,193 | 143,207 | |||||||||
Ipiranga | 716,831 | 695,664 | 612,727 | |||||||||
Oxiteno | 153,110 | 149,716 | 158,261 | |||||||||
Ultracargo | 47,669 | 43,356 | 41,668 | |||||||||
Extrafarma | 60,856 | 42,666 | 23,744 | |||||||||
|
|
|
|
|
| |||||||
| 1,161,299 | 1,089,595 | 979,607 | ||||||||||
Others(1) | 14,652 | 13,943 | 23,040 | |||||||||
|
|
|
|
|
| |||||||
Total | 1,175,951 | 1,103,538 | 1,002,647 | |||||||||
|
|
|
|
|
|
F-73
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Total assets (excluding intersegment account balances): | ||||||||||||||||
Ultragaz | 2,195,314 | 2,701,673 | 2,438,113 | 2,308,686 | ||||||||||||
Ipiranga | 11,292,350 | 9,138,758 | 15,410,667 | 11,663,289 | ||||||||||||
Oxiteno | 4,148,716 | 4,229,501 | 6,562,360 | 6,354,788 | ||||||||||||
Ultracargo | 1,283,613 | 1,382,969 | 1,394,087 | 1,535,815 | ||||||||||||
Extrafarma | 1,570,024 | 602,409 | 1,950,000 | 1,719,524 | ||||||||||||
Others(2) | 476,033 | 1,425,072 | ||||||||||||||
|
| |||||||||||||||
| 27,755,227 | 23,582,102 | |||||||||||||||
Others(1) | 585,095 | 577,568 | ||||||||||||||
|
|
|
| |||||||||||||
Total | 20,966,049 | 19,480,382 | 28,340,322 | 24,159,670 | ||||||||||||
|
|
|
| |||||||||||||
| (1) |
| Composed of the parent company Ultrapar (including goodwill of certain acquisitions) and subsidiaries Serma—Associação dos Usuários de Equipamentos de Processamento de Dados e Serviços Correlatos (“Serma”) and Imaven Imóveis Ltda. |
Geographic Area Information
The fixed and intangible assets of the Company and its subsidiaries are located in Brazil, except those related to Oxiteno’ plants abroad, as shown below:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
United States of America(1) | 201,286 | 137,470 | ||||||||||||||
United States of America(*) | 511,912 | 264,478 | ||||||||||||||
Mexico | 140,759 | 107,554 | 109,034 | 103,051 | ||||||||||||
Uruguay | 79,408 | 55,855 | 65,876 | 67,251 | ||||||||||||
Venezuela | 4,364 | 18,763 | 22,480 | 5,989 | ||||||||||||
|
| |||||||||||||||
| 709,302 | 440,769 | |||||||||||||||
|
| |||||||||||||||
| The increase |
The Company generatessubsidiaries generate revenue from operations in Brazil, Mexico, United Stated of America, Uruguay and Venezuela, as well as from exports of products to foreign customers, as disclosed below:
| 2015 | 2014 | 2013 | 2017 | 2016 | 2015 | |||||||||||||||||||
Net revenue: | ||||||||||||||||||||||||
Brazil | 74,337,803 | 66,798,903 | 59,963,359 | 78,763,771 | 76,283,061 | 74,337,803 | ||||||||||||||||||
Mexico | 215,141 | 138,651 | 134,241 | 190,205 | 183,124 | 215,141 | ||||||||||||||||||
Uruguay | 33,873 | 33,782 | 37,938 | |||||||||||||||||||||
Venezuela | 158,020 | 73,390 | 207,008 | 54,788 | 25,393 | 158,020 | ||||||||||||||||||
Uruguay | 37,938 | 32,293 | 37,014 | |||||||||||||||||||||
Other Latin American countries | 392,748 | 324,612 | 295,723 | 427,875 | 448,814 | 392,748 | ||||||||||||||||||
United States of America and Canada | 166,277 | 152,384 | 136,666 | 292,709 | 158,280 | 166,277 | ||||||||||||||||||
Far East | 190,160 | 58,684 | 45,808 | 72,469 | 57,662 | 190,160 | ||||||||||||||||||
Europe | 101,931 | 89,370 | 73,624 | 119,097 | 97,261 | 101,931 | ||||||||||||||||||
Others | 55,256 | 68,011 | 46,802 | 52,635 | 65,578 | 55,256 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Total | 75,655,274 | 67,736,298 | 60,940,246 | 80,007,422 | 77,352,955 | 75,655,274 | ||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||
Sales to the foreign market are made substantially by the Oxiteno segment.
F-74
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Risks and Financial Instruments |
Risk Management and Financial Instruments—Governance
The main risks to which the Company and its subsidiaries are exposed reflect strategic/operational and economic/financial aspects. Operational/strategic risks (including, but not limited to, demand behavior, competition, technological innovation, and material changes in the industry structure) are addressed by the Company’s management model. Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company and its subsidiaries and their counterparties. These risks are managed through control policies, specific strategies, and the establishment of limits.
The Company has a conservative policy for the management of resources, financial instruments, and risks approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are risks associated with currencies, interest rates, credit, and selection of financial instruments. Governance of the management of financial risks and financial instruments follows the segregation of duties below:
| • | Implementation of the management of financial assets, instruments, and risks is the responsibility of the financial area, through its treasury department, with the assistance of the tax and accounting departments. |
| • | Supervision and monitoring of compliance with the principles, guidelines, and standards of the Policy is the responsibility of the Risk and Investment Committee, which is composed of members of the Company’s Executive Board (“Committee”). The Committee holds regular meetings and is in charge, among other responsibilities, of discussing and monitoring the financial strategies, existing exposures, and significant transactions involving investment, fundraising, or risk mitigation. The Committee monitors the risk standards established by the Policy through a monitoring map on a monthly basis. |
| • | Changes in the Policy orrevisions of its standards are subject to the approval of the Board of Directors of Ultrapar. |
| • | Continuous improvement of the Policy is the joint responsibility of the Board of Directors, the Committee, and the financial area. |
| • | The internal audit departmentaudits the compliance with the requirements of the Policy. |
F-75
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Currency Risk
Most transactions of the Company, andthrough its subsidiaries, are located in Brazil and, therefore, the reference currency for risk management is the Brazilian Real. Currency risk management is guided by neutrality of currency exposures and considers the transactional, accounting, and operational risks of the Company and its subsidiaries and their exposure to changes in exchange rates. The Company considers as its main currency exposures the assets and liabilities in foreign currency and the short-term flow of net sales in foreign currency of Oxiteno.
The Company and its subsidiaries use exchange rate hedging instruments (especially between the Brazilian Real and the U.S. dollar) available in the financial market to protect their assets, liabilities, receipts, and disbursements in foreign currency and net investments in foreign operations. Hedge is used in order to reduce the effects of changes in exchange rates on the Company´s income and cash flows in Brazilian Reais within the exposure limits under its Policy. Such foreign exchange hedging instruments have amounts, periods, and rates substantially equivalent to those of assets, liabilities, receipts, and disbursements in foreign currencies to which they are related. Assets and liabilities in foreign currencies are stated below, translated into Brazilian Reais in 2015 and 2014:Reais:
Assets and Liabilities in Foreign Currencies
In millions of Brazilian Reais | 2015 | 2014 | ||||||
Assets in foreign currency | ||||||||
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) | 147.8 | 594.9 | ||||||
Foreign trade receivables, net of allowance for doubtful accounts | 188.8 | 190.3 | ||||||
Net investments in foreign subsidiaries (except cash, cash equivalents, financial investments, trade receivables, financing, and payables) | 611.4 | 507.3 | ||||||
|
|
|
| |||||
| 948.0 | 1,292.5 | |||||||
|
|
|
| |||||
Liabilities in foreign currency | ||||||||
Financing in foreign currency | (2,630.3 | ) | (1,867.2 | ) | ||||
Payables arising from imports, net of advances to foreign suppliers | (64.4 | ) | (70.6 | ) | ||||
|
|
|
| |||||
| (2,694.7 | ) | (1,937.8 | ) | |||||
|
|
|
| |||||
Foreign currency hedging instruments | 2,667.2 | 783.3 | ||||||
|
|
|
| |||||
Net asset position – Total | 920.5 | 138.0 | ||||||
F-76
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Assets and Liabilities in Foreign Currencies
| 2017 | 2016 | |||||||
In millions of BrazilianReais | ||||||||
Assets in foreign currency | ||||||||
Cash, cash equivalents and financial investments in foreign currency (except hedging instruments) | 236.4 | 423.9 | ||||||
Foreign trade receivables, net of allowance for doubtful accounts and advances to foreign customers | 214.9 | 323.4 | ||||||
Net investments in foreign subsidiaries (except cash, cash equivalents, financial investments, trade receivables, financing, and payables) | 930.0 | 600.9 | ||||||
|
|
|
| |||||
| 1,381.3 | 1,348.2 | |||||||
|
|
|
| |||||
Liabilities in foreign currency | ||||||||
Financing in foreign currency, gross of transaction costs and discount | (4,416.2 | ) | (4,736.3 | ) | ||||
Payables arising from imports, net of advances to foreign suppliers | (173,1 | ) | (57.1 | ) | ||||
|
|
|
| |||||
| (4,589.3 | ) | (4,793.4 | ) | |||||
|
|
|
| |||||
Foreign currency hedging instruments | 1,777.6 | 2,206.4 | ||||||
|
|
|
| |||||
Net asset (liability) position – Total | (1,430.4 | ) | (1,238.8 | ) | ||||
Net asset (liability) position – Income statement effect | (26.1 | ) | 24.8 | |||||
Net asset (liability) position – Shareholders’ equity effect | (1,404.3 | ) | (1,263.6 | ) | ||||
Sensitivity Analysis of Assets and Liabilities in Foreign Currency
The table below shows the effect of exchange rate changes in different scenarios, based on the net assetliability position of R$ 920.51,430.4 million in foreign currency:
| Risk | Scenario I | Scenario II | Scenario III | |||||||||||||||||||||||||||
| 10% | 25% | 50% | ||||||||||||||||||||||||||||
In millions of Brazilian Reais | ||||||||||||||||||||||||||||||
| Risk | Scenario I | Scenario II | Scenario III | |||||||||||||||||||||||||||
| 10% | 25% | 50% | ||||||||||||||||||||||||||||
(1) Income statement effect | Real devaluation | (7.7 | ) | (19.4 | ) | (38.7 | ) | Real devaluation | (2.6 | ) | (6.5 | ) | (13.0 | ) | ||||||||||||||||
(2) Shareholders’ equity effect | 99.8 | 249.5 | 499.0 | (140.4 | ) | (351.1 | ) | (702.2 | ) | |||||||||||||||||||||
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(1) + (2) | Net effect | 92.1 | 230.1 | 460.3 | Net effect | (143.0 | ) | (357.6 | ) | (715.2 | ) | |||||||||||||||||||
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(3) Income statement effect | Real appreciation | 7.7 | 19.4 | 38.7 | Real appreciation | 2.6 | 6.5 | 13.0 | ||||||||||||||||||||||
(4) Shareholders’ equity effect | (99.8 | ) | (249.5 | ) | (499.0 | ) | 140.4 | 351.1 | 702.2 | |||||||||||||||||||||
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(3) + (4) | Net effect | (92.1 | ) | (230.1 | ) | (460.3 | ) | Net effect | 143.0 | 357.6 | 715.2 | |||||||||||||||||||
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Gains (losses) directly recognized inThe shareholders’ equity ineffect refers to cumulative translation adjustments are due toof changes in the exchange rate on equity of foreign subsidiaries (see Notes 2.r and 22.f—23.g—Cumulative Translation Adjustments), net investments hedge in foreign entities, cash flow hedge of firm commitment and highly probable transaction (see Note 2.c and Hedge Accounting below).
F-77
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Interest Rate Risk
The Company and its subsidiaries adopt conservative policies for borrowing and investing financial resources and for capital cost minimization. The financial investments of the Company and its subsidiaries are primarily held in transactions linked to the CDI, as set forth in Note 4. Borrowings primarily relate to financing from Banco do Brasil, BNDES, and other development agencies, as well as debentures and borrowings in foreign currency, as shown in Note 14.
The Company does not actively manage risks associated with changes in the level of interest rates and attempts to maintain its financial interest assets and liabilities at floating rates. As of December 31, 2015, the Company and its subsidiaries had interest rate derivative financial instruments linked to domestic loans, in which the Company swapped the fixed interest rate of certain debts to floating interest rates (CDI).
The table below shows the financial assets and liabilities exposed to floating interest rates in 2015 and 2014:rates:
In millions of Brazilian Reais
| Note | 2017 | 2016 | ||||||||||
CDI | ||||||||||||
Cash equivalents | 4 | 4,821.6 | 3,837.8 | |||||||||
Financial investments | 4 | 1,153.0 | 1,174.5 | |||||||||
Asset position of foreign exchange hedging instruments—CDI | 31 | 29.9 | 28.3 | |||||||||
Loans and debentures | 14 | (7,987.3 | ) | (5,862.3 | ) | |||||||
Liability position of foreign exchange hedging instruments—CDI | 31 | (1,877.4 | ) | (2,181.6 | ) | |||||||
Liability position of fixed interest instruments—CDI | 31 | (586.6 | ) | — | ||||||||
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Net liability position in CDI | (4,446.8 | ) | (3,003.3 | ) | ||||||||
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TJLP | ||||||||||||
Loans –TJLP | 14 | (301.9 | ) | (404.4 | ) | |||||||
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Net liability position in TJLP | (301.9 | ) | (404.4 | ) | ||||||||
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LIBOR | ||||||||||||
Asset position of foreign exchange hedging instruments—LIBOR | 31 | 984.3 | 1,149.7 | |||||||||
Loans—LIBOR | 14 | (1,418.5 | ) | (1,470.1 | ) | |||||||
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Net liability position in LIBOR | (434.2 | ) | (320.4 | ) | ||||||||
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TIIE | ||||||||||||
Loans—TIIE | 14 | (3.4 | ) | (9.6 | ) | |||||||
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Net liability position in TIIE | (3.4 | ) | (9.6 | ) | ||||||||
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SELIC | ||||||||||||
Loans – SELIC | 14 | (100.3 | ) | (99.5 | ) | |||||||
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Net liability position in SELIC | (100.3 | ) | (99.5 | ) | ||||||||
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Total net liability position exposed to floating interest | (5,286.6 | ) | (3,837.2 | ) | ||||||||
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In millions of Brazilian Reais | ||||||||||||
| Note | 2015 | 2014 | ||||||||||
CDI | ||||||||||||
Cash equivalents | 4 | 2,497.9 | 2,690.6 | |||||||||
Financial investments | 4 | 801.6 | 902.7 | |||||||||
Asset position of foreign exchange hedging instruments—CDI | 30 | 30.6 | 114.2 | |||||||||
Loans and debentures | 14 | (5,520.9 | ) | (5,157.9 | ) | |||||||
Liability position of foreign exchange hedging instruments—CDI | 30 | (2,225.1 | ) | (749.6 | ) | |||||||
Liability position of hedging instruments from pre-fixed interest to CDI | 30 | (27.8 | ) | (486.1 | ) | |||||||
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Net liability position in CDI | (4,443.7 | ) | (2,686.1 | ) | ||||||||
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TJLP | ||||||||||||
Loans—TJLP | 14 | (420.8 | ) | (540.5 | ) | |||||||
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Net liability position in TJLP | (420.8 | ) | (540.5 | ) | ||||||||
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LIBOR | ||||||||||||
Asset position of foreign exchange hedging instruments—LIBOR | 30 | 1,364.4 | 761.8 | |||||||||
Loans—LIBOR | 14 | (1,587.1 | ) | (814.3 | ) | |||||||
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Net liability position in LIBOR | (222.7 | ) | (52.5 | ) | ||||||||
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TIIE | ||||||||||||
Loans—TIIE | 14 | (27.1 | ) | (32.3 | ) | |||||||
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Net liability position in TIIE | (27.1 | ) | (32.3 | ) | ||||||||
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SELIC | ||||||||||||
Loans—SELIC | 14 | (30.9 | ) | — | ||||||||
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Net liability position in SELIC | (30.9 | ) | — | |||||||||
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Total net liability position exposed to floating interest | (5,145.2 | ) | (3,311.4 | ) | ||||||||
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F-78
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Sensitivity Analysis of Floating Interest Rate Risk
The table below shows the incremental expenses and income that would be recognized in financial income in 2015,2017, due to the effect of floating interest rate changes in different scenarios:scenarios.
For sensitivity analysis of floating interest rate risk, the Company used the accumulated amount of the reference indexes (CDI, TJLP, LIBOR, TIIE and SELIC) as a base scenario up to December 31, 2017. Scenarios I, II and III were based on of 10%, 25% and 50% variation, respectively, in the floating interest rate of the base scenario:
In millions of Brazilian Reais
In millions of Brazilian Reais | ||||||||||||||||||||||||||||||
| Risk | Scenario I | Scenario II | Scenario III | Risk | Scenario I | Scenario II | Scenario III | |||||||||||||||||||||||
| 10% | 25% | 50% | 10% | 25% | 50% | |||||||||||||||||||||||||
Exposure of interest rate risk | ||||||||||||||||||||||||||||||
Interest effect on cash equivalents and financial investments | Increase in CDI | 33.6 | 84.0 | 168.1 | Increase in CDI | 47.3 | 118.1 | 236.3 | ||||||||||||||||||||||
Foreign exchange hedging instruments (assets in CDI) effect | Increase in CDI | 2.1 | 5.2 | 10.4 | Increase in CDI | 0.2 | 0.5 | 1.0 | ||||||||||||||||||||||
Interest effect on debt in CDI | Increase in CDI | (71.1 | ) | (177.7 | ) | (355.4 | ) | Increase in CDI | (67.2 | ) | (168.0 | ) | (336.0 | ) | ||||||||||||||||
Interest rate hedging instruments (liabilities in CDI) effect | Increase in CDI | (20.1 | ) | (50.1 | ) | (100.1 | ) | Increase in CDI | (38.6 | ) | (94.2 | ) | (186.7 | ) | ||||||||||||||||
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Incremental expenses | (55.5 | ) | (138.6 | ) | (277.0 | ) | (58.3 | ) | (143.6 | ) | (285.4 | ) | ||||||||||||||||||
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Interest effect on debt in TJLP | Increase in TJLP | (3.0 | ) | (7.4 | ) | (14.8 | ) | Increase in TJLP | (2.3 | ) | (5.6 | ) | (11.3 | ) | ||||||||||||||||
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Incremental expenses | (3.0 | ) | (7.4 | ) | (14.8 | ) | (2.3 | ) | (5.6 | ) | (11.3 | ) | ||||||||||||||||||
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Foreign exchange hedging instruments (assets in LIBOR) effect | Increase in LIBOR | 0.3 | 0.7 | 1.5 | Increase in LIBOR | 1.4 | 3.4 | 6.8 | ||||||||||||||||||||||
Interest effect on debt in LIBOR | Increase in LIBOR | (0.4 | ) | (0.9 | ) | (1.9 | ) | Increase in LIBOR | (1.7 | ) | (4.4 | ) | (8.7 | ) | ||||||||||||||||
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Incremental expenses | (0.1 | ) | (0.2 | ) | (0.4 | ) | (0.3 | ) | (1.0 | ) | (1.9 | ) | ||||||||||||||||||
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Interest effect on debt in TIIE | Increase in TIIE | (0.1 | ) | (0.3 | ) | (0.7 | ) | Increase in TIIE | (0.0 | ) | (0.1 | ) | (0.2 | ) | ||||||||||||||||
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Incremental expenses | (0.1 | ) | (0.3 | ) | (0.7 | ) | (0.0 | ) | (0.1 | ) | (0.2 | ) | ||||||||||||||||||
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Interest effect on debt in SELIC | Increase in SELIC | (0.2 | ) | (0.4 | ) | (0.8 | ) | Increase in SELIC | (1.0 | ) | (2.5 | ) | (4.9 | ) | ||||||||||||||||
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Incremental expenses | (0.2 | ) | (0.4 | ) | (0.8 | ) | (1.0 | ) | (2.5 | ) | (4.9 | ) | ||||||||||||||||||
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F-79
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Credit Risks
The financial instruments that would expose the Company and its subsidiaries to credit risks of the counterparty are basically represented by cash and bank deposits, financial investments, hedging instruments (see Note 4), and trade receivables.receivables (see Note 5).
Credit risk of financial institutions—institutions—Such risk results from the inability of financial institutions to comply with their financial obligations to the Company and its subsidiaries due to insolvency. The Company and its subsidiaries regularly conduct a credit review of the institutions with which they hold cash and cash equivalents, financial investments, and hedging instruments through various methodologies that assess liquidity, solvency, leverage, portfolio quality, etc. Cash and cash equivalents, financial investments, and hedging instruments are held only with institutions with a solid credit history, chosen for safety and soundness. The volume of cash and cash equivalents, financial investments, and hedging instruments are subject to maximum limits by each institution and, therefore, require diversification of counterparties.
Government credit risk—The Company’s policy allows investments in government securities from countries classified as investment grade AAA or Aaa by specialized credit rating agencies and in Brazilian government bonds. The volume of such financial investments is subject to maximum limits by each country and, therefore, requires diversification of counterparties.
Customer credit risk—risk—Such risks are managed by each business unit through specific criteria for acceptance of customers and their credit rating and are additionally mitigated by the diversification of sales. No single customer or group accounts for more than 10% of total revenue.
The Company maintained the following allowances for doubtful accounts on trade receivables:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||
Ipiranga | 151,921 | 136,104 | 238,697 | 182,252 | ||||||||||||
Ultragaz | 28,136 | 24,140 | 39,034 | 33,804 | ||||||||||||
Oxiteno | 12,412 | 4,522 | 10,755 | 10,856 | ||||||||||||
Extrafarma | 5,376 | 11,067 | 4,922 | 3,449 | ||||||||||||
Ultracargo | 2,971 | 2,611 | 2,172 | 2,971 | ||||||||||||
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Total | 200,816 | 178,444 | 295,580 | 233,332 | ||||||||||||
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F-80
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Liquidity Risk
The Company and its subsidiaries’ main sources of liquidity derive from (i) cash, cash equivalents, and financial investments, (ii) cash generated from operations and (iii) financing. The Company and its subsidiaries believe that these sources are sufficient to satisfy their current funding requirements, which include, but are not limited to, working capital, capital expenditures, amortization of debt, and payment of dividends.
The Company and its subsidiaries periodically examine opportunities for acquisitions and investments. They consider different types of investments, either directly, through joint ventures, or through associated companies, and finance such investments using cash generated from operations, debt financing, through capital increases, or through a combination of these methods.
The Company and its subsidiaries believe to have enough working capital and sources of financing to satisfy their current needs. The gross indebtedness due over the next twelve months totals R$ 1,515.73,809.9 million, including estimated interests on loans.loans (for quantitative information, see Note 14). Furthermore, the investment plan for 20162018 totals R$ 1,8092,676 million. As of December 31, 2015,2017, the Company and its subsidiaries had R$ 3,506.26,285.5 million in cash, cash equivalents, and short-term financial investments (for quantitative information, see Notes 4 and 14)Note 4).
The table below presents a summary of financial liabilities as of December 31, 20152017 to be settled by the Company and its subsidiaries, listed by maturity. The amounts disclosed in this table are the contractual undiscounted cash outflows, and, therefore, these amounts may be different from the amounts disclosed on the balance sheet as of December 31, 2015.2017.
In millions of Brazilian Reais | ||||||||||||||||||||||||||||||||||||||||
| In millions of BrazilianReais | ||||||||||||||||||||||||||||||||||||||||
Financial liabilities | Total | Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | ||||||||||||||||||||||||||||||
Loans including future contractual interest(1) (2) | 11,111.8 | 1,515.7 | 7,578.1 | 1,949.1 | 68.9 | |||||||||||||||||||||||||||||||||||
Loans including future contractual interest(1)(2) | 16,571.3 | 3,809.9 | 3,514.4 | 4,968.0 | 4,279.0 | |||||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments(3) | 369.7 | 184.6 | 185.1 | — | — | 422.2 | 145.2 | 136.6 | 113.4 | 27.0 | ||||||||||||||||||||||||||||||
Trade payables | 1,460.5 | 1,460.5 | — | — | — | 2,155.5 | 2,155.5 | — | — | — | ||||||||||||||||||||||||||||||
| (1) | To calculate the estimated interest on loans some macroeconomic assumptions were used, including averaging for the period the following: (i) CDI of |
| (2) | Includes estimated interest payments on short-term and long-term loans until the payment date. |
| (3) | The currency and interest rate hedging instruments were estimated based on projected U.S dollar futures contracts and the futures |
F-81
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Capital Management
The Company manages its capital structure based on indicators and benchmarks. The key performance indicators related to the capital structure management are the weighted average cost of capital, net debt / EBITDA, interest coverage, and indebtedness / equity ratios. Net debt is composed of cash, cash equivalents, and financial investments (see Note 4) and loans, including debentures (see Note 14). The Company can change its capital structure depending on the economic and financial conditions, in order to optimize its financial leverage and capital management. The Company seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Selection and Use of Financial Instruments
In selecting financial investments and hedging instruments, an analysis is conducted to estimate rates of return, risks involved, liquidity, calculation methodology for the carrying value and fair value, and a review is conducted of any documentation applicable to the financial instruments. The financial instruments used to manage the financial resources of the Company and its subsidiaries are intended to preserve value and liquidity.
The Policy contemplates the use of derivative financial instruments only to cover identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). The risks identified in the Policy are described in the above sections, and are subject to risk management. In accordance with the Policy, the Company and its subsidiaries can use forward contracts, swaps, options, and futures contracts to manage identified risks. Leveraged derivative instruments are not permitted. Because the use of derivative financial instruments is limited to the coverage of identified risks, the Company and its subsidiaries use the term “hedging instruments” to refer to derivative financial instruments.
As mentioned in the section “Risk Management and Financial Instruments – Governance”, the Committee monitors compliance with the risk standards established by the Policy through a risk map, including the use of hedging instruments, on a monthly basis. In addition, the internal audit department verifies the compliance with the requirements of the Policy.
F-82
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The table below summarizes the position of hedging instruments entered into by the Company and its subsidiaries:
| Notional amount(1) | Fair value | Amounts receivable | Amounts payable | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Hedging instruments | Counterparty | Maturity | Notional amount(1) | Fair value | Amounts receivable | Amounts payable | Maturity | 2017 | 2016 | 2017 | 2016 | 2017 | ||||||||||||||||||||||||||||||||||||||||||||||
| 2015 | 2014 | 2015 | 2014 | 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| R$ million | R$ million | R$ million | R$ million | R$ million | R$ million | R$ million | R$ million | |||||||||||||||||||||||||||||||||||||||||||||||||||
a –Exchange rate swaps receivable in U.S. dollars | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in U.S. dollars (LIBOR) | Bradesco, BTMU, Itaú, JP | US$ | 350.0 | US$ | 290.0 | 1,364.4 | 761.8 | 1,364.4 | — | | Jan 2018 to Oct 2026 | | US$ | 300.0 | US$ | 350.0 | 984.3 | 1,149.7 | 984.3 | — | ||||||||||||||||||||||||||||||||||||||
Receivables in U.S. dollars (Fixed) | Morgan, | Jan 2016 to | US$ | 334.5 | US$ | 50.6 | 1,335.1 | 136.6 | 1,335.1 | — | US$ | 956.6 | US$ | 1,062.4 | 823.1 | 1,084.6 | 823.1 | — | ||||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rate | Santander, Scotiabank | Nov 2018 | US$ | (684.5) | US$ | (340.6) | (2,225.1) | (749.1) | — | 2,225.1 | US$ | (1,256.6 | ) | US$ | (1,412.4 | ) | (1,877.4 | ) | (2,181.6 | ) | — | 1,877.4 | ||||||||||||||||||||||||||||||||||||
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Total result | — | — | 474.4 | 149.3 | 2,699.5 | 2,225.1 | — | — | (70.0 | ) | 52.7 | 1,807.4 | 1,877.4 | |||||||||||||||||||||||||||||||||||||||||||||
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b.1 and b.2 – Exchange rate swaps payable in U.S. dollars + COUPON | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
b – Exchange rate swaps payable in U.S. dollars + COUPON | | Jan 2018 to Apr 2018 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in CDI interest rates | Bradesco, Citibank, | US$ | 7.9 | US$ | 42.9 | 30.6 | 114.2 | 30.6 | — | US$ | 9.1 | US$ | 8.5 | 29.9 | 28.3 | 29.9 | — | |||||||||||||||||||||||||||||||||||||||||
Payables in U.S. dollars (Fixed) | Itaú, Santander | Jan 2016 to | US$ | (7.9) | US$ | (42.9) | (32.3) | (115.6) | — | 32.3 | US$ | (9.1 | ) | US$ | (8.5 | ) | (29.8 | ) | (27.9 | ) | — | 29.8 | ||||||||||||||||||||||||||||||||||||
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Total result | Mar 2016 | — | — | (1.7) | (1.4) | 30.6 | 32.3 | — | — | 0.1 | 0.4 | 29.9 | 29.8 | |||||||||||||||||||||||||||||||||||||||||||||
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c – Interest rate swaps in R$ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in fixed interest rate | Itaú | Mar 2016 to | R$ | 27.5 | R$ | 327.5 | 27.4 | 532.0 | 27.4 | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rate | Aug 2016 | R$ | (27.5) | R$ | (327.5) | (27.8) | (486.1) | — | 27.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
c – Interest rate swaps in Brazilian Reais | | Oct 2024 | | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in fixed interest rates + IPCA | R$ | 566.1 | — | 583.3 | — | 583.3 | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rates | R$ | (566.1 | ) | — | (586.6 | ) | — | — | 586.6 | |||||||||||||||||||||||||||||||||||||||||||||||||
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Total result | — | — | (0.4) | 45.9 | 27.4 | 27.8 | — | — | (3.3 | ) | — | 583.3 | 586.6 | |||||||||||||||||||||||||||||||||||||||||||||
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d – Exchange rate swaps receivable in Euros | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Receivables in Euros (Fixed) | — | — | € | 0.2 | — | 0.5 | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||
Payables in CDI interest rate | — | € | (0.2) | — | (0.5) | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total result | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||||
Total gross result | 472.3 | 193.8 | 2,757.5 | 2,285.2 | (73.2 | ) | 53.1 | 2,420.6 | 2,493.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
Income tax | (86.0) | (36.7) | (86.0) | — | (4.7 | ) | (36.9 | ) | (4.7 | ) | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Total net result | 386.3 | 157.1 | 2,671.5 | 2,285.2 | (77.9 | ) | 16.2 | 2,415.9 | 2,493.8 | |||||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||||||||||||||
Positive result (see Note 4) | 433.7 | 164.5 | 85.8 | 218.5 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Negative result (see Note 14) | (47.4) | (7.4) | (163.7 | ) | (202.3 | ) | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| (1) | In million. Currency as indicated. |
All transactions mentioned above were properly registered with CETIP S.A.
Hedging instruments existing as of December 31, 20152017 are described below, according to their category, risk, and hedging strategy:
a—a – Hedging against foreign exchange exposure of liabilities in foreign currency—The purpose of these contracts is (i) to offset the effect of the change in exchange rates of debts or firm commitments in U.S. dollars by converting them into debts or firm commitments in Brazilian Reais linked to CDI, (ii) firm commitments in U.S. dollars, changing them into debts or firm commitments in Reais indexed to the CDI and (iii) change a financial investment linked to the CDI and given as a guarantee to a loan in the U.S. dollar into a financial investment linked to the U.S. dollar. As of December 31, 2015,2017, the Company and its subsidiaries had outstanding swap contracts totaling US$ 684.51,256.6 million in notional amount with a liability position, on average of 95.7%81.5% of CDI, of which US$ 334.5223.6 million, on average, had an asset position at US$ + 1.31%1.17% p.a. and, US$ 350.0300.0 million had an asset position at US$ + LIBOR + 0.85%1.29% p.a. and US$ 733.0 million in interest rate swap with an asset position at US$ + 5.65% p.a. This amount includes US$ 440.0320.0 million related to the fair value of hedging instruments of Ipiranga’Ipiranga’s debt (see Notes 14.c and “hedge accounting” below) and US$ 151.4115.0 million related to hedging instruments of cash flow of firm commitment (see “hedge accounting” below).
F-83
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
b.1—b – Hedging against foreign exchange exposure of operations—The purpose of these contracts is to make the exchange rate of the revenues of subsidiaries Oleoquímica, Oxiteno S.A. and Oxiteno Nordeste equal to the exchange rate of the cost of their main raw materials during their operating cycles. As of December 31, 2015,2017, these swap contracts totaled US$ 7.99.1 million and, on average, had an asset position at 75.7%57.4% of CDI and a liability position at US$ + 0.0% p.a.
b.2—
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
c – Hedging against foreign exchange exposure of net investmentsfixed interest rate + IPCA in foreign operations—Brazilian Reais – The purpose of these contractsthis contract is to minimize the effectchange fixed interest rate + IPCA of exchange variation of investments in foreign subsidiaries with functional currencies different from the functional currency of the Company, turning them into investmentsdebentures issued in Brazilian Reais.Reais to floating interest. As of December 31, 2015, the Company and its subsidiaries had no2017 this swap contracts.
c—Hedging against the interest rate fixed in local financing—The purpose of these contracts is to convert the interest rate on financing contracted in Brazilian Reais from fixed into floating. As of December 31, 2015 these swap contractscontract totaled R$ 27.5566.1 million of notional amount, corresponding to the principal amount of relatedthe debt and on average had an asset position at 8.0%4.55% p.a. + IPCA and a liability position at 88.8%95.2% of CDI.
d—Hedging against the foreign currency exchange exposure of liabilities—The purpose of these contracts is offset the effect of exchange variation of debts or firm commitments in euro, turning them into debts or firm commitments in Reais indexed to the CDI. As of December 31, 2015, the Company and its subsidiaries had no swap contracts.
Hedge Accounting
The Company and its subsidiaries use derivative andnon-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, thetheir effectiveness, of their derivatives, as well as the changes in their fair value.
Fair value hedge
The Company and its subsidiaries designate as fair value hedges certain derivative financial instruments used to offset the variations in interest and exchange rates, which are based on the market value of financing contracted in Brazilian Reais and U.S. dollars.
On December 31, 2015,2017, the notional amount of foreign exchange hedging instruments designated as fair value hedge totaled US$ 440.0320.0 million. In 2015,2017, a gainloss of R$ 285.3143.4 million related to the result of hedging instruments, a lossgain of R$ 4.616.5 million related to the fair value adjustment of debt, and a loss of R$ 403.24.1 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operation into 102.5%102.7% of CDI (see Note 14.c.1).
On December 31, 2015,2017, the notional amount of interest rate hedging instruments designated as fair value hedges totaled R$ 566.1 million. As of December 31, 2017, a loss of R$ 3.3 million related to the result of hedging instruments, a gain of R$ 19.1 million related to the fair value adjustment of debt, and a loss of R$ 18.5 million related to the financial expense of the debt were recognized in the income statements, transforming the average effective cost of the operations into 95.2% of CDI.
Cash flow hedge
The Company and its subsidiaries designate, as cash flow hedge of firm commitment and highly probable transactions, derivative financial instruments to hedge “firm commitments” andnon-derivative financial instruments to hedge “highly probable future transactions”, to hedge against fluctuations arising from changes in exchange rate.
On December 31, 2017, the notional amount of exchange rate hedging instruments of firm commitments designated as cash flow hedges totaled US$ 151.4115.0 million, and a gainloss of R$ 120.245.4 million was recognized throughin the income statement. On December 31, 2015,2017, the balanceunrealized gain of “Other comprehensive income” is R$ 6.3 million.5.3 million (loss of R$ 13.8 million on December 31, 2016), net of deferred income and social contribution taxes.
On December 31, 2015,2017, the notional amount of foreign exchange ratehedging instruments for highly probable future transactions designated as fair value hedge, related to notes in the foreign market totaled US$ 570.0 million. On December 31, 2017, the unrealized loss of “Other comprehensive income” is R$ 30.5 million (loss of R$ 12.1 million on December 31, 2016), net of deferred income and social contribution taxes.
Net investment hedge in foreign entities
The Company and its subsidiaries designate, as net investment hedge in foreign entities, notes in the foreign market, for hedging net investment in foreign entities, to offset changes in exchange rates.
On December 31, 2017, the balance of foreign exchange hedging instruments designated as hedgesnet investments hedge in foreign entities, related to part of net investment in a foreign operation relating to the portion of investments made in entities which have functional currency different fromis other than the Brazilian Real, was zero. In 2015, atotaled US$ 113.0 million. On December 31, 2017, the unrealized loss of “Other comprehensive income” is R$ 31.36.2 million was recorded.(loss of R$ 2.8 million on December 31, 2016), net of deferred income and social contribution taxes. The effects of exchange rate changes on investmentinvestments and the hedging instrument effectsinstruments were offset in shareholders’ equity.
On December 31, 2015, the notional amount of interest rate hedging instruments totaled R$ 27.5 million, referring to the principal of the pre-fixed loans in Brazilian Reais. In 2015, a gain of R$ 2.0 million related to the result of hedging instruments, a loss of R$ 0.9 million related to the fair value adjustment of debt, and a loss of R$ 25.0 million related to the accrued interest rate of the debt were recognized in the income statement, transforming the average effective cost of the operations into 88.8% of CDI.
F-84
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Gains (losses) on Hedging Instruments
The following tables summarize the value of gains (losses) recognized, which affected the shareholders’ equity and income in 2015, 2014 and 2013 of the Company and its subsidiaries:
| R$ million | ||||||||
| 2015 | ||||||||
| Profit or loss | Equity | |||||||
a – Exchange rate swaps receivable in U.S. dollars (i) (ii) | (143.1 | ) | 6.3 | |||||
b – Exchange rate swaps payable in U.S. dollars (ii) | (2.2 | ) | (31.3 | ) | ||||
c – Interest rate swaps in R$ (iii) | 1.1 | — | ||||||
|
|
|
| |||||
Total | (144.2 | ) | (25.0 | ) | ||||
|
|
|
| |||||
| R$ million | ||||||||
| 2017 | ||||||||
| Profit or loss | Equity | |||||||
a – Exchange rate swaps receivable in U.S. dollars(i)(ii) | (72.1 | ) | 5.3 | |||||
b – Exchange rate swaps payable in U.S. dollars(ii) | 3.2 | — | ||||||
c – Interest rate swaps in R$(iii) | 15.9 | — | ||||||
d –Non-derivative financial instruments(iv) | (104.2 | ) | (36.7 | ) | ||||
|
|
|
| |||||
Total | (157.2 | ) | (31.4 | ) | ||||
|
|
|
| |||||
| R$ million | ||||||||
| 2014 | ||||||||
| Profit or loss | Equity | |||||||
a – Exchange rate swaps receivable in U.S. dollars (i) (ii) | (51.2 | ) | — | |||||
b – Exchange rate swaps payable in U.S. dollars (ii) | 6.6 | (7.3 | ) | |||||
c – Interest rate swaps in R$ (iii) | 13.3 | — | ||||||
|
|
|
| |||||
Total | (31.3 | ) | (7.3 | ) | ||||
|
|
|
| |||||
| R$ million | ||||||||
| 2016 | 2016 | |||||||
| Profit or loss | Equity | |||||||
a – Exchange rate swaps receivable in U.S. dollars(i)(ii) | (177.0 | ) | (13.8 | ) | ||||
b – Exchange rate swaps payable in U.S. dollars(ii) | 9.2 | — | ||||||
c – Interest rate swaps in R$(iii) | (0.5 | ) | — | |||||
d –Non-derivative financial instruments(iv) | (28.5 | ) | (14.9 | ) | ||||
|
|
|
| |||||
Total | (196.8 | ) | (28.7 | ) | ||||
|
|
|
| |||||
| R$ million | ||||||||
| 2015 | ||||||||
| Profit or loss | Equity | |||||||
a – Exchange rate swaps receivable in U.S. dollars(i)(ii) | (143.1 | ) | 6.3 | |||||
b – Exchange rate swaps payable in U.S. dollars(ii) | (2.2 | ) | (31.3 | ) | ||||
c – Interest rate swaps in R$(iii) | 1.1 | — | ||||||
|
|
|
| |||||
Total | (144.2 | ) | (25.0 | ) | ||||
|
|
|
| |||||
| (i) | ||||||||
| ||||||||
| (ii) | Considers the designation effect of foreign exchange hedging. |
| (iii) | Considers the designation effect of interest rate hedging in Brazilian Reais. |
| (iv) | ||||||||
| ||||||||
| ||||||||
| ||||||||
| the foreign market. |
The table above: (i) does not consider the effect of exchange rate variation of exchange swaps receivable in U.S. dollars when this effect is offset in the gain or loss of the hedged item (debt/ firm commitments), (ii) considers the designation effect of foreign exchange hedging and (iii) considers the designation effect of interest rate hedging in Brazilian Reais.
F-85
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Fair Value of Financial Instruments
The fair values and the carrying values of the financial instruments, including currency and interest rate hedging instruments, in 2015 and 2014, are stated below:
| 2015 | 2014 | 2017 | 2016 | |||||||||||||||||||||||||||||||||||||||||||
| Category | Note | Carrying value | Fair value | Carrying value | Fair value | Category | Note | Carrying value | Fair value | Carrying value | Fair value | |||||||||||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and cash equivalents | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and bank deposits | Loans and receivables | 4 | 192,016 | 192,016 | 133,296 | 133,296 | Loans and receivables | 4 | 147,926 | 147,926 | 113,318 | 113,318 | ||||||||||||||||||||||||||||||||||
Financial investments in local currency | Measured at fair value through profit or loss | 4 | 2,497,903 | 2,497,903 | 2,690,638 | 2,690,638 | | Measured at fair value through profit or loss | | 4 | 4,821,605 | 4,821,605 | 3,837,807 | 3,837,807 | ||||||||||||||||||||||||||||||||
Financial investments in foreign currency | Measured at fair value through profit or loss | 4 | 12,974 | 12,974 | 3,435 | 3,435 | | Measured at fair value through profit or loss | | 4 | 32,473 | 32,473 | 323,033 | 323,033 | ||||||||||||||||||||||||||||||||
Financial investments | ||||||||||||||||||||||||||||||||||||||||||||||
Financial investments: | ||||||||||||||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Available for sale | 4 | 68,742 | 68,742 | 113,640 | 113,640 | ||||||||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Available for sale | 4 | 790,969 | 790,969 | 892,065 | 892,065 | | Measured at fair value through profit or loss | | 4 | 1,076,849 | 1,076,849 | 1,053,369 | 1,053,369 | ||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Held to maturity | 4 | 10,618 | 10,618 | 10,618 | 10,618 | Held to maturity | 4 | 7,449 | 7,449 | 7,449 | 7,449 | ||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in foreign currency | Available for sale | 4 | 35,013 | 35,013 | 505,574 | 505,574 | Available for sale | 4 | 129,131 | 129,131 | 34,775 | 34,775 | ||||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | Measured at fair value through profit or loss | 4 | 433,669 | 433,669 | 164,496 | 164,496 | | Measured at fair value through profit or loss | | 4 | 85,753 | 85,753 | 218,458 | 218,458 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
Total | 3,973,162 | 3,973,162 | 4,400,122 | 4,400,122 | 6,369,928 | 6,369,928 | 5,701,849 | 5,701,849 | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||
Financing | Measured at fair value through profit or loss | 14 | 1,715,405 | 1,715,405 | 1,132,644 | 1,132,644 | | Measured at fair value through profit or loss | | 14 | 1,047,809 | 1,047,809 | 1,428,907 | 1,428,907 | ||||||||||||||||||||||||||||||||
Financing | Measured at amortized cost | 14 | 4,846,649 | 4,686,178 | 4,904,248 | 4,878,005 | | Measured at amortized cost | | 14 | 6,740,872 | 6,761,907 | 6,990,269 | 6,881,085 | ||||||||||||||||||||||||||||||||
Debentures | Measured at amortized cost | 14 | 2,246,215 | 2,233,313 | 2,283,852 | 2,281,353 | | Measured at amortized cost | | 14 | 5,035,247 | 5,037,072 | 2,746,881 | 2,746,915 | ||||||||||||||||||||||||||||||||
Debentures | | Measured at fair value through profit or loss | | 14 | 554,402 | 554,402 | — | — | ||||||||||||||||||||||||||||||||||||||
Finance leases | Measured at amortized cost | 14 | 45,894 | 45,894 | 47,044 | 47,044 | | Measured at amortized cost | | 14 | 48,515 | 48,515 | 48,716 | 48,716 | ||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | Measured at fair value through profit or loss | 14 | 47,445 | 47,445 | 7,424 | 7,424 | | Measured at fair value through profit or loss | | 14 | 163,749 | 163,749 | 202,357 | 202,357 | ||||||||||||||||||||||||||||||||
Subscription warrants – indemnification | Measured at fair value through profit or loss | 3.a | 112,233 | 112,233 | 92,072 | 92,072 | | Measured at fair value through profit or loss | | 22 | 171,459 | 171,459 | 153,429 | 153,429 | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
Total | 9,013,841 | 8,840,468 | 8,467,284 | 8,438,542 | 13,762,053 | 13,784,913 | 11,570,559 | 11,461,409 | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
F-86
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The fair value of financial instruments, including currency and interest hedging instruments, was determined as follows:
The fair value of other financial investments and financing was determined using calculation methodologies commonly used formark-to-market reporting, which consist of calculating future cash flows associated with each instrument adopted and adjusting them to present value at the market rates as of December 31, 20152017 and 2014.2016. For some cases where there is no active market for the financial instrument, the Company and its subsidiaries can use quotes provided by the transaction counterparties.
The interpretation of market information on the choice of calculation methodologies for the fair value requires considerable judgment and estimates to obtain a value deemed appropriate to each situation. Consequently, the estimates presented do not necessary indicate the amounts that may be realizable in the current market.
Financial instruments were classified as loans and receivables or financial liabilities measured at amortized cost, except (i) all exchange rate and interest rate hedging instruments, which are measured at fair value through profit or loss, (ii) financial investments classified as measured at fair value through profit or loss, (iii) financial investments that are classified as available for sale, which are measured at fair value through other comprehensive income (see Note 4), (iv) loans and financing measured at fair value through profit or loss (see Note 14), (v) guarantees to customers that have vendor arrangements (see Note 14.k), which are measured at fair value through profit or loss, and (vi) subscription warrants – indemnification, which are measured at fair value through profit or loss (see Note 3.a)22). The financial investments classified asheld-to-maturity are measured at amortized cost. Cash, banks, and trade receivables are classified as loans and receivables. Trade payables and other payables are classified as financial liabilities measured at amortized cost.
F-87
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Fair Value Hierarchy of Financial Instruments
The financial instruments are classified in the following categories:
| (a) | Level 1—prices negotiated (without adjustment) in active markets for identical assets or liabilities; |
| (b) | Level 2—inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
| (c) | Level 3—inputs for the asset or liability which are not based on observable market variables (unobservable inputs). |
The table below shows a summary of the financial assets and financial liabilities measured at fair value in the Company’s and its subsidiaries in 2015 and 2014:subsidiaries:
| Category | Note | 2015 | Level 1 | Level 2 | Level 3 | Category | Note | 2017 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and banks | | Loans and receivables | | 4 | 192,016 | 192,016 | — | — | Loans and receivables | 4 | 147,926 | 147,926 | — | — | ||||||||||||||||||||||||||||||||
Financial investments in local currency | | Measured at fair value through profit or loss | | 4 | 2,497,903 | 2,497,903 | — | — | Measured at fair value through profit or loss | 4 | 4,821,605 | 4,821,605 | — | — | ||||||||||||||||||||||||||||||||
Financial investments in foreign currency | | Measured at fair value through profit or loss | | 4 | 12,974 | 12,974 | — | — | Measured at fair value through profit or loss | 4 | 32,473 | 32,473 | — | — | ||||||||||||||||||||||||||||||||
Financial investments | ||||||||||||||||||||||||||||||||||||||||||||||
Financial investments: | ||||||||||||||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Available for sale | 4 | 68,742 | 68,742 | — | — | ||||||||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Available for sale | 4 | 790,969 | 790,969 | — | — | Measured at fair value through profit or loss | 4 | 1,076,849 | 1,076,849 | — | — | ||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Held to maturity | 4 | 10,618 | 10,618 | — | — | Held to maturity | 4 | 7,449 | 7,449 | — | — | ||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in foreign currency | Available for sale | 4 | 35,013 | 25,615 | 9,398 | — | Available for sale | 4 | 129,131 | 40,556 | 88,575 | — | ||||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | | Measured at fair value through profit or loss | | 4 | 433,669 | — | 433,669 | — | Measured at fair value through profit or loss | 4 | 85,753 | — | 85,753 | — | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
Total | 3,973,162 | 3,530,095 | 443,067 | — | 6,369,928 | 6,195,600 | 174,328 | — | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
Financial liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||
Financing | | Measured at fair value through profit or loss | | 14 | 1,715,405 | — | 1,715,405 | — | Measured at fair value through profit or loss | 14 | 1,047,809 | — | 1,047,809 | — | ||||||||||||||||||||||||||||||||
Financing | | Measured at amortized cost | | 14 | 4,686,178 | — | 4,686,178 | — | Measured at amortized cost | 14 | 6,761,907 | 2,523,643 | 4,238,264 | — | ||||||||||||||||||||||||||||||||
Debentures | | Measured at amortized cost | | 14 | 2,233,313 | — | 2,233,313 | — | Measured at amortized cost | 14 | 5,037,072 | — | 5,037,072 | — | ||||||||||||||||||||||||||||||||
Debentures | Measured at fair value through profit or loss | 14 | 554,402 | — | 554,402 | — | ||||||||||||||||||||||||||||||||||||||||
Finance leases | | Measured at amortized cost | | 14 | 45,894 | — | 45,894 | — | Measured at amortized cost | 14 | 48,515 | — | 48,515 | — | ||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | | Measured at fair value through profit or loss | | 14 | 47,445 | — | 47,445 | — | Measured at fair value through profit or loss | 14 | 163,749 | — | 163,749 | — | ||||||||||||||||||||||||||||||||
Subscription warrants – indemnification(1) | | Measured at fair value through profit or loss | | 3.a | 112,233 | — | 112,233 | — | Measured at fair value through profit or loss | 22 | 171,459 | — | 171,459 | — | ||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
Total | 8,840,468 | — | 8,840,468 | — | 13,784,913 | 2,523,643 | 11,261,270 | — | ||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
| |||||||||||||||||||||||||||||||||||||||
F-88
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Category | Note | 2014 | Level 1 | Level 2 | Level 3 | Category | Note | 2016 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||
Financial assets: | ||||||||||||||||||||||||||||||||||||||||||||||
Cash equivalents | ||||||||||||||||||||||||||||||||||||||||||||||
Cash and banks | | Loans and receivables | | 4 | 133,296 | 133,296 | — | — | Loans and receivables | 4 | 113,318 | 113,318 | — | — | ||||||||||||||||||||||||||||||||
Financial investments in local currency | | Measured at fair value through profit or loss | | 4 | 2,690,638 | 2,690,638 | — | — | Measured at fair value through profit or loss | 4 | 3,837,807 | 3,837,807 | — | — | ||||||||||||||||||||||||||||||||
Financial investments in foreign currency | | Measured at fair value through profit or loss | | 4 | 3,435 | 3,435 | — | — | Measured at fair value through profit or loss | 4 | 323,033 | 323,033 | — | — | ||||||||||||||||||||||||||||||||
Financial investments | ||||||||||||||||||||||||||||||||||||||||||||||
Financial investments: | ||||||||||||||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Available for sale | 4 | 113,640 | 113,640 | — | — | ||||||||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Available for sale | 4 | 892,065 | 892,065 | — | — | Measured at fair value through profit or loss | 4 | 1,053,369 | 1,053,369 | — | — | ||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in local currency | Held to maturity | 4 | 10,618 | 10,618 | — | — | Held to maturity | 4 | 7,449 | 7,449 | — | — | ||||||||||||||||||||||||||||||||||
Fixed-income securities and funds in foreign currency | Available for sale | 4 | 505,574 | 146,782 | 358,792 | — | Available for sale | 4 | 34,775 | 32,167 | 2,608 | — | ||||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | | Measured at fair value through profit or loss | | 4 | 164,496 | — | 164,496 | — | Measured at fair value through profit or loss | 4 | 218,458 | — | 218,458 | — | ||||||||||||||||||||||||||||||||
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Total | 4,400,122 | 3,876,834 | 523,288 | — | 5,701,849 | 5,480,783 | 221,066 | — | ||||||||||||||||||||||||||||||||||||||
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Financial liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||
Financing | | Measured at fair value through profit or loss | | 14 | 1,132,644 | — | 1,132,644 | — | Measured at fair value through profit or loss | 14 | 1,428,907 | — | 1,428,907 | — | ||||||||||||||||||||||||||||||||
Financing | | Measured at amortized cost | | 14 | 4,878,005 | 707,281 | 4,170,724 | — | Measured at amortized cost | 14 | 6,881,085 | 2,338,920 | 4,542,165 | — | ||||||||||||||||||||||||||||||||
Debentures | | Measured at amortized cost | | 14 | 2,281,353 | — | 2,281,353 | — | Measured at amortized cost | 14 | 2,746,915 | — | 2,746,915 | — | ||||||||||||||||||||||||||||||||
Finance leases | | Measured at amortized cost | | 14 | 47,044 | — | 47,044 | — | Measured at amortized cost | 14 | 48,716 | — | 48,716 | — | ||||||||||||||||||||||||||||||||
Currency and interest rate hedging instruments | | Measured at fair value through profit or loss | | 14 | 7,424 | — | 7,424 | — | Measured at fair value through profit or loss | 14 | 202,357 | — | 202,357 | — | ||||||||||||||||||||||||||||||||
Subscription warrants – indemnification(1) | | Measured at fair value through profit or loss | | 3.a | 92,072 | — | 92,072 | — | Measured at fair value through profit or loss | 22 | 153,429 | — | 153,429 | — | ||||||||||||||||||||||||||||||||
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Total | 8,438,542 | 707,281 | 7,731,261 | — | 11,461,409 | 2,338,920 | 9,122,489 | — | ||||||||||||||||||||||||||||||||||||||
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| (1) | Refers to subscription warrants issued by the Company in the Extrafarma acquisition. |
The fair value of trade receivables and trade payables are classified as level 2.
Sensitivity Analysis
The Company and its subsidiaries use derivative financial instruments only to hedge against identified risks and in amounts consistent with the risk (limited to 100% of the identified risk). Thus, for purposes of sensitivity analysis of market risks associated with financial instruments, the Company analyzes the hedging instrument and the hedged item together, as shown on the charts below.
For the sensitivity analysis of foreign exchange hedging instruments, management adopted as a likely scenario the Real/U.S. dollar exchange rates at maturity of each swap, projected by U.S dollar futures contracts quoted on BM&FBOVESPAB3 as of December 31, 2015.28, 2017. As a reference, the exchange rate for the last maturity of foreign exchange hedging instruments is R$ 5.495.83 in the likely scenario. Scenarios II and III were estimated with a 25% and 50% additional appreciation or depreciation of the Brazilian Real against the likely scenario, according to the risk to which the hedged item is exposed.
F-89
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
Based on the balances of the hedging instruments and hedged items as of December 31, 2015,29, 2017, the exchange rates were replaced, and the changes between the new balance in Brazilian Reais and the original balance in Brazilian Reais as of December 31, 201529, 2017 were calculated in each of the three scenarios. The table below shows the change in the values of the main derivative instruments and their hedged items, considering the changes in the exchange rate in the different scenarios:
| Risk | Scenario I (likely) | Scenario II | Scenario III | Risk | Scenario I (likely) | Scenario II | Scenario III | |||||||||||||||||||||||
Currency swaps receivable in U.S. dollars | ||||||||||||||||||||||||||||||
(1) U.S. Dollar / Real swaps | Dollar | 578,420 | 1,392,762 | 2,207,105 | Dollar | 198,138 | 690,432 | 1,182,726 | ||||||||||||||||||||||
(2) Debts/firm commitments in dollars | appreciation | (578,426 | ) | (1,392,789 | ) | (2,207,152 | ) | appreciation | (198,130 | ) | (690,415 | ) | (1,182,700 | ) | ||||||||||||||||
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(1)+(2) | Net effect | (6 | ) | (27 | ) | (47 | ) | Net effect | 8 | 17 | 26 | |||||||||||||||||||
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Currency swaps payable in U.S. dollars | ||||||||||||||||||||||||||||||
(3) Real / U.S. Dollar swaps | Dollar | (728 | ) | 7,189 | 15,107 | Dollar | (97 | ) | 7,486 | 15,069 | ||||||||||||||||||||
(4) Gross margin of Oxiteno | devaluation | 728 | (7,189 | ) | (15,107 | ) | devaluation | 97 | (7,486 | ) | (15,069 | ) | ||||||||||||||||||
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(3)+(4) | Net effect | — | — | — | Net effect | — | — | — | ||||||||||||||||||||||
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For sensitivity analysis of hedging instruments for interest rates in Brazilian Reais, the Company used the futures curve of the DI x Pre contract quoted on BM&FBOVESPAB3 as of December 30, 201528, 2017 for each of the swap and debt (hedged item) maturities, to determine the likely scenarios. Scenarios II and III were estimated based on a 25% and 50% deterioration, respectively, of the likely scenariopre-fixed interest rate.
Based on the three scenarios of interest rates in Brazilian Reais, the Company estimated the values of its debt and hedging instruments according to the risk which is being hedged (variations in thepre-fixed interest rates in Brazilian Reais), by projecting them to future value at the contracted rates and bringing them to present value at the interest rates of the estimated scenarios. The resultsresult are shown in the table below:
| Risk | Scenario I (likely) | Scenario II | Scenario III | |||||||||||
Interest rate swap (in R$) | ||||||||||||||
(1) Fixed rate swap—CDI | Decrease in | — | 250 | 553 | ||||||||||
(2) Fixed rate financing | Pre-fixed rate | — | (250 | ) | (553 | ) | ||||||||
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(1)+(2) | Net effect | — | — | — | ||||||||||
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| Risk | Scenario I (likely) | Scenario II | Scenario III | |||||||||||||
Interest rate swap (in Brazilian Reais) – Debentures—CRA | ||||||||||||||||
(1) Fixed rate swap—CDI | Decrease in | 13,691 | 95,292 | 192,204 | ||||||||||||
(2) Fixed rate debt | Pre-fixed rate | (13,691 | ) | (95,292 | ) | (192,204 | ) | |||||||||
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(1) + (2) | Net effect | — | — | — | ||||||||||||
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F-90
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Commitments |
| a. | Contracts |
Subsidiary Tequimar has agreements with CODEBA and Complexo Industrial Portuário Governador Eraldo Gueiros, in connection with its port facilities in Aratu and Suape, respectively. Such agreements establish a minimum cargo movement of products, as shown below:
Port | Minimum movement in tons per year | Maturity | Minimum movement in tons per year | Maturity | ||||||||
Aratu | 100,000 | 2016 | 397,000 | 2031 | ||||||||
Aratu | 900,000 | 2022 | 900,000 | 2022 | ||||||||
Suape | 250,000 | 2027 | 250,000 | 2027 | ||||||||
Suape | 400,000 | 2029 | 400,000 | 2029 | ||||||||
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of December 31, 2015,2017, these rates were R$ 6.99 per ton for Aratu and R$ 2.90 per ton for Suape. The subsidiary has met the minimum cargo movement required since the beginning of the contractual agreements.
Subsidiary Oxiteno Nordeste has a supply agreement with Braskem S.A. which establishes a minimum annually consumption level of ethylene, calculated quarterly, and conditions for the supply of ethylene until 2021. The minimum purchase commitment clause provided for a minimum annual consumption of 190 thousand tons and a maximum of 205 thousand tons in 2015. The minimum purchase commitment and the actual demand accumulated to December 31, 2015 and 2014, expressed in tons of ethylene, are shown below.2017. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 40% ofbased on the current ethylene price for the quantity not purchased. TheAccording to contractual conditions and tolerances, there are no material issues regarding the minimum purchase commitment for the 4th quarter of 2015 was revised to adapt the interests of Braskem S.A. and of Oxiteno Nordeste, with no pending issues.
| Minimum purchase commitment(*) | Accumulated demand (actual) | |||||||||||||||
In tons of ethylene | 2015 | 2014 | 2015 | 2014 | ||||||||||||
1st quarter | 37,743 | 52,048 | 44,352 | 52,196 | ||||||||||||
2nd quarter | 46,596 | 48,450 | 51,112 | 48,450 | ||||||||||||
3rd quarter | 47,890 | 51,225 | 48,507 | 51,225 | ||||||||||||
4th quarter | 47,890 | 53,353 | 41,950 | �� | 53,353 | |||||||||||
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Total | 180,119 | 205,076 | 185,921 | 205,224 | ||||||||||||
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F-91
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
commitment.
Subsidiary Oxiteno S.A. has a supply agreement with Braskem S.A., valid until 2023, which establishes and regulates the conditions for supply of ethylene to Oxiteno based on the international market for this product. The minimum purchase is 22,050 tons of ethylene semiannually. The minimum purchase commitment and the actual demand accumulated to December 31, 2015 and 2014, expressed in tons of ethylene, are shown below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 30% ofbased on the current ethylene price for the quantity not purchased. In agreement with Braskem S.A., in the fisrt semester of 2015 the ethylene volume acquired jointly by Oxiteno S.AAccording to contractual conditions and Oxiteno Nordeste was considered for minimum purchase commitment purposes. Thus, the subsidiary mettolerances, there are no material issues regarding the minimum purchase required in the agreement.
| Minimum purchase commitment(*) | Accumulated demand (actual) | |||||||||||||||
In tons of ethylene | 2015 | 2014 | 2015 | 2014 | ||||||||||||
1st semester | 20,101 | 22,050 | 17,669 | 22,085 | ||||||||||||
2nd semester | 17,376 | 17,017 | 19,482 | 17,169 | ||||||||||||
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Total | 37,477 | 39,067 | 37,151 | 39,254 | ||||||||||||
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F-92
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| b. | Insurance Coverage in Subsidiaries |
The Company maintains appropriate insurance policies with the objective of covering several risks to which it is exposed, including loss of profits, losses and damage from fire, lightning, explosion of any kind, gale, aircraft crash, electric damage, and other risks, covering the industrial plants and distribution bases and branches of all subsidiaries. The maximum compensation values based on the risk analysis of maximum possible losses of certain locations are shown below:
| Maximum compensation value(*) | ||||
Oxiteno | US$ | 1,142 | ||
Ipiranga | R$ | 924 | ||
Ultracargo | R$ | 740 | ||
Ultragaz | R$ | 150 | ||
Extrafarma | R$ | 160 |
| (*) | In millions. In accordance with policy conditions. |
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
The General Liability Insurance program covers the Company and its subsidiaries with a maximum aggregate coverage of US$ 400 million against losses caused to third parties as a result of accidents related to commercial and industrial operations and/or distribution and sale of products and services.
The Company maintains liability insurance policies for directors and executive officers (D&O) to indemnify the members of the Board of Directors, fiscal council and executive officers of Ultrapar and its subsidiaries (“Insured”) in the total amount of US$ 5080 million, which cover any of the Insured liabilities resulting from wrongful acts, including any act or omission committed or attempted, except if the act, omission or the claim is consequence of gross negligence or willful misconduct.
In addition, group life and personal accident, health and national and international transportation and other insurance policies are also maintained.
The coverage and limit of the insurance policies are based on a careful study of risks and losses conducted by independent insurance advisors. The type of insurance is considered by management to be sufficient to cover potential losses based on the nature of the business conducted by the companies.
F-93
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| c. | Operating Lease Contracts |
Subsidiaries Cia. Ultragaz, Bahiana, Tequimar, Serma, and Oxiteno S.A. have operating lease contracts for the use of IT equipment. These contracts have terms offrom 36 and 45to 48 months. The subsidiaries have the option to purchase the assets at a price equal to the fair market price on the date of option, and management does not intend to exercise such option. Subsidiaries Cia. Ultragaz and Bahiana have operating lease contracts related to vehicles in their fleet. These contracts have terms of 24 to 60 months and there is no purchase option. The future disbursements (installments), assumed under these contracts, amount approximately to:
| Up to 1 year | Between 1 and 5 years | More than 5 years | Total | |||||||||||||
2015 | 19,212 | 29,319 | — | 48,531 | ||||||||||||
| Up to 1 year | Between 1 and 5 years | More than 5 years | Total | |||||||||||||
2017 | 38,321 | 62,832 | — | 101,153 | ||||||||||||
The subsidiaries IPP, Extrafarma, and Cia. Ultragaz have operating lease contracts related to land and building of service stations, drugstores, and stores, respectively. The future disbursements and receipts (installments), arising from these contracts, amount approximately to:
| Up to 1 year | Between 1 and 5 years | More than 5 years | Total | |||||||||||||||
2015 | payable | 95,476 | 271,286 | 140,179 | 506,941 | |||||||||||||
| receivable | (48,913 | ) | (150,594 | ) | (73,221 | ) | (272,728 | ) | ||||||||||
| Up to 1 year | Between 1 and 5 years | More than 5 years | Total | |||||||||||||||
2017 | payable | 167,733 | 530,744 | 444,582 | 1,143,059 | |||||||||||||
| receivable | (60,705 | ) | (178,696 | ) | (128,307 | ) | (367,708 | ) | ||||||||||
The expense recognized in 20152017 for operating leases was R$ 100,522160,465 (R$ 72,969101,330 in 20142016 and R$ 41,013100,522 in 2013)2015), net of sublease income.
F-94
Ultrapar Participações S.A. and Subsidiaries
Notes to the Consolidated Financial Statements
(In thousands of Brazilian Reais, unless otherwise stated)
| Ultracargo – Fire |
OnIn April 2, 2015, part of the storage facilitiesa fire occurred in six ethanol and gasoline tanks operated by Ultracargo in Santos, in the State of São Paulo, endured a nine-day fire accident surrounding six ethanol and gasoline tanks. The six tankswhich represented 4% of Ultracargo’sthe subsidiary’s overall capacity in Brazil as of December 31, 2014. There were no casualtiesThe Civil and Federal Police investigated the cause of such accident and its impacts, are still being investigated, includingand concluded that it is not possible to determine the extentcause of operational losses, damagethe accident and neither to assets, potential environmental damages (see Note 20.b.2.2)individualize active or passive conduct related to the cause, and other liabilities and reputational harm. The Company maintains insurance policies to cover certain risks to whichthere was no criminal charge against either individual or the subsidiaries are exposed (see Note 31.b).
On April 9, 2015,subsidiary, by both authorities. Notwithstanding that, the Santos municipal government suspended Ultracargo’s activities in that city. Ultracargo’s operations in Santos comprise two separate areas. On April 27, 2015,Brazilian Federal Public Prosecutor denounced the municipal government granted Ultracargo the authorization to resume its operationssubsidiary Tequimar in the criminal sphere, which shall wait for the court summons in order to take the necessary measures for its defense.
The decommissioning stage of the affected area notwere completed. In June 2017, the licensing required for the return to operation of 67.5 thousands cubic meters from the total of 150 thousands cubic meters affected by the accident as publishedfire was obtained. The remaining tanks continue to be paralyzed and in the Santos Official Gazette (Diário Oficial de Santos). The operations corresponding to 185 thousand cubic meters capacity, or 22.5%process of Ultracargo’s overall capacity in Brazil, are still suspended.recovery for subsequent licensing and start of operation.
Ultracargo started the implementation of the decommissioning plan, which is the removal of equipments and structures of the terminal affected by the fire. This process will allow the experts of the Criminalistics Institute to conclude their work and the assessment to determine the causes of the incident.
According to its services contracts with clients, Ultracargo has the obligation to hire insurance coverage and any indemnification will be paid by the insurer, according to the respective insurer’s analysis and processing terms for the insurance adjustment. Therefore, Ultracargo has not accrued any indemnification obligation to customers asAs of December 31, 2015. The amounts pleaded by customers relating to losses of assets and certain logistics costs as of December 31, 2015 total R$ 164,892. Such amounts are covered by2016, the insurance and their adjustment process is underway. Its completion and the indemnification payments from insurers to clients or to Ultracargo are subject to the conclusion of the Criminalistics Institute assessment, and are not expected to materially affect the results of the Company.
In addition, lawsuits and extrajudicial claims for third-party indemnification, claiming damages, presented until the date of these financial statements, will be entitled to insurance coverage and are being analyzed by the insurers. The amounts of contingent liabilities relating to lawsuits and extrajudicial claims is R$ 93,691 and R$ 33,582, respectively.
Finally, Ultracargo pleaded advances related to expenses with rescue/containment and business interruption, which are being adjusted by the insurers, in the amounts of R$ 50,818 and R$ 40,453, respectively. The Company has not recognized such contingent assets as of December 31, 2015.
In March 2016, Ultracargo received advances relating to certain rescue and containment expenses from the insurersreceivable in the amount of R$ 29,751. Additionally, in March 2016, Ultracargo paid advances366,678 and indemnities to a customercustomers and third parties in the amount of R$ 30,000.
Ultrapar (Company)99,863 were recognized. In the first quarter of 2017, Ultracargo received the full amount from the insurers. As of December 31, 2017, the indemnities to customers and Oxiteno S.A. (a wholly-owned subsidiarythird parties remaining amount is R$ 72,216. In addition, as of Ultrapar) were guarantors of LPG Inc. obligation in connection with the issuance of registered notes. The guarantees were fullDecember 31, 2017, there are contingent liabilities not recognized related to lawsuits and unconditional and were joint and several. Until 2014, the Company presented, pursuant to Rule 3-10 of Regulation S-X, condensed consolidated financial information of the issuer, guarantors and non-guarantor subsidiaries.
As disclosedextrajudicial lawsuits in the Note 14.b)amount of R$ 88,075 and R$ 25,852 (R$ 96,408 and R$ 16,637 as of December 31, 2016), the Notes in the Foreign Market were settled by LPG Inc. on the maturity date, December 2015. Thus, the Company is not presenting the condensed consolidated financial information of the issuer, guarantors and non-guarantor subsidiaries.respectively.
| 34. | Subsequent |
LoanAcquisition under approval
On January 30, 2018, the Company through its subsidiary Tequimar entered into a sale and purchase agreement for the acquisition of 100% of the quotas of TEAS Terminal Exportador de Álcool de Santos Ltda. (“TEAS”), owned by Raízen Energia S.A. and Raízen Araraquara Açúcar e Álcool Ltda., which had already been operated by the subsidiary Tequimar in the Port of Santos. The purchase price of the acquisition was R$ 103 million. The closing of the acquisition is subject to certain usual conditions precedent in transactions of similar nature, mainly the approval by CADE. On February 14, 2018, this transaction was approved without restrictions through an opinion issued by the General Superintendence of CADE. The parties must wait 15 days for the approval to be formally validated.
Issuance of Debentures
In February 2016, Oxiteno USA entered2018, the Company made its sixth issuance of debentures in a single series of 1,725,000, simple,non-convertible into shares, nominative, book-entry and unsecured debentures with a loan agreementpar value of R$ 1,000.00, final maturity in the amount of US$40 million, due in February 20215 years (lump sum at final maturity) and bearing interest of LIBOR + 3% p.a., paid quarterly. The loan is guaranteed by Ultrapar and the subsidiary Oxiteno Nordeste and the proceeds105.25% of this loan will be used to fund the construction of a new alcoxylation plant in the state of Texas.CDI.
F-95