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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

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

For the month of August, 2005

(Commission File No. 1-14862 )
 

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


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



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

Form 20-F ___X___       Form 40-F ______

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

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

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

Yes ______       No ___X___

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


  Braskem S.A. 
  Report of Independent Accountants 
  on Limited Reviews of 
  the Quarterly Information 
  June 30, 2005 

 

 



(A free translation of the original in Portuguese) Unaudited 
FEDERAL GOVERNMENT SERVICE   
BRAZILIAN SECURITIES COMMISSION (CVM) Corporate 
QUARTERLY INFORMATION (ITR) Legislation 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  June 30, 2005 

01 - IDENTIFICATION 
1 – CVM CODE
00482-0 
2 - COMPANY NAME 
BRASKEM S.A. 
3 - National Corporate Taxpayers' Registry (CNPJ)
42.150.391/0001-70 

Report of Independent Accountants on Limited Reviews 
 

Report of Independent Accountants
on Limited Reviews

To the Board of Directors and Stockholders
Braskem S.A.

1 We have carried out limited reviews of the accounting information included in the Quarterly Information (ITR) of Braskem S.A. for the quarters and periods ended June 30, 2005 and 2004 and March 31, 2005. This information is the responsibility of the Company’s management. The limited reviews of the quarterly information at June 30 and March 31, 2005 and June 30, 2004 of the jointly-controlled entity Politeno Indústria e Comércio S.A. and of the associated company Petroflex Indústria e Comércio S.A., which are recorded under the equity method, were conducted by other independent accountants. Our reviews, insofar as they relate to the amounts of these investments of R$ 234,812 thousand and R$ 220,994 thousand, at June 30 and March 31, 2005, respectively, and the profits generated by them, of R$ 37,451 thousand and R$ 27,024 thousand, respectively, at June 30, 2005 and 2004, is based solely on the reports of the other independent accountants.

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

3 Based on our limited reviews, and on the reports of other independent accountants on the limited reviews, we are not aware of any material modifications that should be made to the quarterly information referred to above in order that such information be stated in accordance with the accounting practices adopted in Brazil applicable to the preparation of quarterly information, consistent with the Brazilian Securities Commission (CVM) regulations.

1


4 As described in Notes 17(c) and 20 to the quarterly information, Braskem S.A. and certain subsidiaries are parties to significant lawsuits which seek exemption from payment of social contribution on net income and a lawsuit regarding the validity of Clause 4 of the Collective Labor Agreement of the Union of the Employees of Petrochemical, Plastic Chemicals and Related Companies of the state of Bahia (SINDIQU¥MICA). Based on the opinion of its outside legal advisors and Company management, no material losses are expected from these disputes. Accordingly, these financial statements do not include any provisions to cover the possible effects of these lawsuits.

5 Based on the decision of the Federal Supreme Court (STF), the management of the former indirect subsidiary OPP Química S.A., merged into Braskem S.A. in March 2003, recorded an Excise Tax (IPI) credit in the amount of R$ 1,030,125 thousand in the results for the year ended December 31, 2002. Although the National Treasury has filed an appeal of certain aspects of this decision, as described in Note 9(i), management has concluded, based on the opinion of its external legal advisors that this appeal cannot significantly alter the receivable recorded by the subsidiary.

6 The Company belongs to a group of companies comprising the Braskem Group and carries out financial and commercial transactions, in significant amounts, with its subsidiaries and other Group companies, under the conditions described in Note 8 to the quarterly information.

7 As described in Note 1(b) to the quarterly information, the Company and some of its subsidiaries are involved in a broad business and corporate restructuring process, as part of the overall restructuring of the Brazilian petrochemical industry, intended to give the industry a more adequate capital structure, greater profitability, competitiveness and economies of scale. The Company and some of its subsidiaries are being, and will continue to be, affected by economic and/or corporate changes resulting from this process, the outcome of which will determine how the operations of the Company and its subsidiaries will develop.

8 As described in Notes 11, 12, and 13 to the quarterly information statements, the Company and some of its subsidiaries recognized goodwill on the acquisition of investments based on the fair values of fixed assets and the expected future profitability of the investees. These goodwill balances are being amortized in accordance with the period of return defined in the independent valuation reports and the financial projections prepared by management. The maintenance of the goodwill balances, and the current amortization criteria in the financial statements of future years will depend upon the realization of the projected cash flows and income and expenses used by the valuers in determining the fair values, as well as the future profitability of the investees.

2


9 Our reviews were conducted for the purpose of issuing a report on the limited reviews of the quarterly information, referred to in the first paragraph, taken as a whole. The statement of cash flows, presented in the quarterly information, to provide supplementary information about the Company, is not a required part of the quarterly information. This information has been subjected to the review procedures described in paragraph 2 and we are not aware of any material modification to be made for it to be fairly presented in all material respects in relation to the quarterly information taken as a whole.

Salvador, July 29, 2005

PricewaterhouseCoopers  Marco Aurélio de Castro e Melo 
Auditores Independentes  Contador CRC 1SP153070/O-3 "S" BA 
CRC 2SP000160/O-5 "F" BA   

3


Braskem S.A.   
 
Parent Company Balance Sheets   
In thousands of reais  (A free translation of the original in Portuguese)
 

Assets    6/30/2005    3/31/2005 
     
    (Unaudited)   (Unaudited)
Current assets         
   Cash and cash equivalents    1,646,942    1,372,974 
   Marketable securities    420,179     
   Trade accounts receivable    1,299,320    1,515,352 
   Taxes recoverable    301,145    415,765 
   Inventories    1,266,302    1,184,172 
   Dividends and interest on capital        60,963 
   Securities receivable    20,230    20,230 
   Advances to suppliers    43,139    42,997 
   Other assets    36,993    32,593 
   Prepaid expenses    31,175    35,523 
     
 
    5,065,425    4,680,569 
     
 
Long-term assets         
   Trade accounts receivable    3,769    8,409 
   Related parties    529,162    647,329 
   Marketable securities    31,398    57,105 
   Judical and compulsory deposits    128,796    162,470 
   Deferred income tax    266,426    280,395 
   Taxes recoverable    349,141    179,981 
   Inventories    59,277    44,869 
   Other assets    1,104    1,054 
     
 
    1,369,073    1,381,612 
     
 
Permanent assets         
   Investments         
       Associated companies    2,191,119    2,172,501 
       Subsidiaries and jointly-controlled entities    86,078    59,435 
       Other investments    8,364    8,364 
   Property, plant and equipment    4,907,868    4,836,099 
   Deferred charges    2,023,100    2,109,777 
     
 
    9,216,529    9,186,176 
     
 
Total assets    15,651,027    15,248,357 
     

4


    6/30/2005    3/31/2005 
     
    (Unaudited)   (Unaudited)
Liabilities and shareholders' equity         
 
Current liabilities         
   Suppliers    2,629,131    2,385,812 
   Loans and financing    736,265    877,826 
   Debentures    10,036    19,907 
   Salaries and payroll charges    62,149    97,229 
   Taxes and social contributions payable    145,971    200,560 
   Interest on capital and dividends payable    532    184,091 
   Advances from customers    62,972    60,721 
   Insurance premiums payable        214 
   Other accounts payable    53,759    54,708 
     
 
    3,700,815    3,881,068 
     
 
Long-term liabilities         
   Suppliers    67,635    70,992 
   Loans and financing    3,364,555    3,522,408 
   Debentures    1,530,752    1,198,590 
   Related parties    221,289    270,502 
   Deferred taxes and contributions    93,943    8,968 
   Taxes and contributions payable    1,168,866    1,172,748 
   Provisions for capital deficiency of investments    454,152    509,653 
   Pension fund    58,606    58,606 
   Other accounts payable    52,074    53,739 
     
 
    7,011,872    6,866,206 
     
 
Deferred income         
   Negative goodwill on investments in subsidiary         
      companies    27,952    29,101 
     
 
Shareholders' equity         
   Capital    3,402,968    3,402,968 
   Capital reserves    392,343    374,903 
   Treasury shares    (1,905)   (1,905)
   Revenue reserves    489,185    489,185 
   Retained earnings    627,797    206,831 
     
 
    4,910,388    4,471,982 
     
 
Total liabilities and shareholders’ equity    15,651,027    15,248,357 
     

5


Braskem S.A.   
 
Parent Company Statements of Operations   
In thousands of reais  (A free translation of the original in Portuguese)
 

 

    4/1/05 to 6/30/05    1/1/05 to 6/30/05    4/1/04 to 6/30/04    1/1/04 to 6/30/04 
         
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
 
Gross sales                 
   Domestic market    3,159,540    6,402,907    2,805,518    5,148,973 
   Foreign market    680,229    1,415,784    479,385    833,521 
Deductions from gross sales                 
   Taxes, freights and return of sales    (911,090)   (1,827,653)   (763,105)   (1,377,063)
         
 
Net sales revenue    2,928,679    5,991,038    2,521,798    4,605,431 
   Cost of sales and services rendered    (2,337,396)   (4,640,766)   (1,907,910)   (3,448,125)
         
 
Gross profit    591,283    1,350,272    613,888    1,157,306 
         
 
Operating (expenses) income                 
   Selling    (56,635)   (114,208)   (62,349)   (97,128)
   General and administrative    (107,905)   (212,465)   (57,966)   (126,706)
   Directors' remuneration    (3,055)   (5,238)   (2,165)   (6,709)
   Investment in associated companies                 
     Equity in the results    53,159    73,056    36,159    102,547 
     Amortization of (goodwill) negative goodwill, net    (45,822)   (83,755)   (38,185)   (108,619)
     Foreign exchange variation    23,793    22,623    (22,137)   (24,481)
     Reversion for capital deficiency of subsidiaries    (1,017)   44,711    2,792    19,457 
     Other    (1,544)   (1,843)   1,849    1,403 
   Depreciation and amortization    (104,234)   (205,809)   (88,016)   (163,925)
   Financial expenses    351,131    64,062    (828,012)   (1,281,940)
   Financial income    (182,170)   (133,233)   134,422    224,041 
   Other operating income    11,720    21,087    17,318    27,157 
   Other operating expenses    2,196    (947)   (674)   (1,931)
         
 
    (60,383)   (531,959)   (906,964)   (1,436,834)
         

6


    4/1/05 to 6/30/05    1/1/05 to 6/30/05    4/1/04 to 6/30/04    1/1/04 to 6/30/04 
         
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
 
Operating income (loss)   530,900    818,313    (293,076)   (279,528)
   Non-operating income    415    415        3,518 
   Non-operating loss    (4,137)   (17,267)   (3,222)   (4,642)
         
 
    527,178    801,461    (296,298)   (280,652)
         
 
Income (loss) before income tax and                 
   social contribution                 
   Current income tax and social contribution    (7,268)   (53,735)   (2,245)   (9,439)
   Deferred income tax    (98,944)   (119,929)   148    295 
         
 
Net Income (loss) for the period    420,966    627,797    (298,395)   (289,796)
         
 
Net income (loss) per shares outstanding at the end                 
   of the period    1.16271    1.73397    (0.00390)   (0.00378)
         

7


Braskem S.A.   
 
Consolidated Balance Sheets   
In thousands of reais  (A free translation of the original in Portuguese)
 

 

Assets    6/30/2005    3/31/2005 
     
    (Unaudited)   (Unaudited)
Current assets         
   Cash and cash equivalents    2,281,906    1,791,567 
   Other investments    631,499    41,779 
   Trade accounts receivable    1,613,855    1,877,491 
   Taxes recoverable    379,475    518,177 
   Inventories    1,544,781    1,440,649 
   Related parties    530    547 
   Securities receivable    20,230    20,230 
   Advances to suppliers    50,744    35,777 
   Other assets    60,135    65,547 
   Prepaid expenses    33,803    41,972 
     
 
    6,616,958    5,833,736 
     
 
Long-term assets         
   Trade accounts receivable    6,220    12,093 
   Related parties    37,518    34,348 
   Other investments    8,627    58,835 
   Judical and compulsory deposits    167,265    200,893 
   Deferred income tax    268,954    282,538 
   Taxes recoverable    490,317    257,436 
   Inventories    62,352    47,579 
   Other assets    8,378    8,549 
     
 
    1,049,631    902,271 
     
 
Permanent assets         
   Investments         
       Subsidiaries and jointly-controlled entities    86,078    59,435 
       Other investments    34,679    34,675 
   Property, plant and equipment    5,472,046    5,402,973 
   Deferred charges    2,856,223    2,961,254 
     
 
    8,449,026    8,458,337 
     
 
Total assets    16,115,615    15,194,344 
     

8


    6/30/2005    3/31/2005 
     
    (Unaudited)   (Unaudited)
     
Liabilities and shareholders' equity         
 
Current liabilities         
   Suppliers    2,749,077    2,283,599 
   Loans and financing    876,839    1,147,479 
   Debentures    10,036    19,907 
   Salaries and payroll charges    73,779    108,810 
   Taxes and social contributions payable    235,865    271,259 
   Interest on capital and dividends payable    1,969    190,882 
   Advances from customers    65,854    64,875 
   Insurance premiums payable        1,725 
   Other accounts payable    81,796    85,729 
     
 
    4,095,215    4,174,265 
     
 
Long-term liabilities         
   Suppliers    67,635    70,992 
   Loans and financing    3,454,001    3,228,240 
   Debentures    1,530,752    1,198,590 
   Related parties    13,805    83,209 
   Deferred taxes and contributions    95,057    9,107 
   Taxes and contributions payable    1,350,717    1,347,463 
   Provisions for capital deficiency of investments    18,532    18,399 
   Pension fund    58,606    60,300 
   Other accounts payable    89,639    85,421 
     
 
    6,678,744    6,101,721 
     
 
Deferred income         
   Negative goodwill on investments in subsidiary         
        companies    91,125    92,273 
     
 
Minority interest    381,744    402,820 
     
 
Shareholders' equity         
   Capital    3,402,968    3,402,968 
   Capital reserves    392,342    374,903 
   Treasury shares    (15,015)   (15,015)
   Revenue reserves    454,727    454,727 
   Retained earnings    633,765    205,682 
     
 
    4,868,787    4,423,265 
     
 
Total liabilities and shareholders’ equity    16,115,615    15,194,344 
     

9


Braskem S.A.   
 
Consolidated Statements of Operations   
In thousands of reais  (A free translation of the original in Portuguese)
 

 

    4/1/05 to 6/30/05    1/1/05 to 6/30/05    4/1/04 to 6/30/04    1/1/04 to 6/30/04 
         
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
 
Gross sales                 
   Domestic market    3,430,840    7,023,852    3,103,711    5,750,124 
   Foreign market    746,089    1,577,923    772,291    1,221,699 
Deductions from gross sales                 
   Taxes, freights and return of sales    (951,613)   (1,993,173)   (820,564)   (1,535,265)
         
 
Net sales revenue    3,225,316    6,608,602    3,055,438    5,436,558 
   Cost of sales and services rendered    (2,497,103)   (4,999,310)   (2,336,581)   (4,098,775)
         
 
Gross profit    728,213    1,609,292    718,857    1,337,783 
         
 
Operating (expenses) income                 
   Selling    (83,141)   (150,563)   (69,005)   (115,001)
   General and administrative    (122,324)   (237,855)   (69,033)   (148,151)
   Directors' remuneration    (3,774)   (6,355)   (2,475)   (7,381)
   Investment in associated companies                 
     Equity in the results    6,506    17,383    3,179    8,226 
     Amortization of (goodwill) negative goodwill, net    (38,211)   (76,135)   (38,184)   (76,370)
     Foreign exchange variation    17,276    11,641    (13,516)   (14,627)
     Taxes incentives    9,057    18,654    10,438    21,290 
     Other    (1,325)   (1,174)   1,389    1,624 
   Depreciation and amortization    (99,326)   (198,172)   (86,506)   (158,555)
   Financial expenses    320,047    9,960    (875,231)   (1,344,539)
   Financial income    (185,677)   (129,544)   133,362    234,645 
   Other operating income    12,954    24,390    21,060    43,726 
   Other operating expenses    (1,536)   (6,704)   (669)   (2,759)
         
 
    (169,474)   (724,474)   (985,191)   (1,557,872)
         

10


         
    4/1/05 to 6/30/05    1/1/05 to 6/30/05    4/1/04 to 6/30/04    1/1/04 to 6/30/04 
         
    (Unaudited)   (Unaudited)   (Unaudited)   (Unaudited)
 
Operating income (loss)   558,739    884,818    (266,334)   (220,089)
   Non-operating income    17    2,649    2,012    4,047 
   Non-operating loss    (3,896)   (18,752)   (5,403)   (5,403)
 
Income (loss) before income tax and                 
    social contribution    554,860    868,715    (269,725)   (221,445)
         
   Current income tax and social contribution    (30,442)   (114,607)   (33,500)   (61,206)
   Deferred income tax    (98,944)   (119,706)   5,499    295 
         
 
Income (loss) before minority interest    425,474    634,402    (297,726)   (282,356)
 
   Minority interest    2,609    (637)   (7,480)   (12,805)
         
 
Net Income (loss) for the period    428,083    633,765    (305,206)   (295,161)
         

11


(A free translation of the original in Portuguese) Unaudited 
FEDERAL GOVERNMENT SERVICE   
BRAZILIAN SECURITIES COMMISSION (CVM) Corporate 
QUARTERLY INFORMATION (ITR) Legislation 
COMMERCIAL, INDUSTRIAL AND OTHER COMPANIES  June 30, 2005 

01 - IDENTIFICATION 
1 – CVM CODE
00482-0 
2 - COMPANY NAME 
BRASKEM S.A. 
3 - National Corporate Taxpayers' Registry (CNPJ)
42.150.391/0001-70 

04.01 - Notes to the Quarterly Information 
 

 

Amounts in thousands of reais, unless otherwise stated

1Operations

(a) Braskem S.A. ("Braskem" or the "Company") engages in manufacturing, selling, importing and exporting chemical and petrochemical products and fuels, as well as the production and supply of utilities such as steam, water, compressed air and electric power to the companies in the Camaçari Petrochemical Complex in Bahia, and the rendering of services to those companies.
The Company also invests in other companies, either as a partner or shareholder.

(b) Formation of Braskem

Since its inception on August 16, 2002, the Company has undergone a major corporate restructuring process, disclosed to the market through material event notices. The main events can be summarized as follows:

. The Extraordinary General Meeting held on January 12, 2004 approved the partial spin-off of Odebrecht Química S.A. ("Odequi") with the transfer and merger of the spun-off portion into Braskem. The spun-off assets corresponded to the entire interest of Odequi in Trikem S.A. ("Trikem"), corresponding to 64.43% and 41.02% of its voting and total capital, respectively. The amount of the spun-off portion of Odequi was R$ 1,082,648, according to the appraisal report issued by independent experts based on the balance sheet of Odequi at October 31, 2003. Because of the mentioned partial spin-off, 11,066,514 common shares of Odequi held by the Company were canceled.

. On January 15, 2004 the Shareholders approved the merger of Trikem into Braskem based on the book value of shareholders’ equity of the merged company at October 31, 2003, in the amount of R$ 656,040. The exchange ratio of Trikem shares for Braskem shares was determined by independent experts based on the respective net equities at market values as of October 31, 2003.

After the merger of Trikem the Company's capital increased by R$ 304,596 through the issue of 8,136,165,484 Class A preference shares, to R$ 2,192,018, divided into 25,730,061,841 common shares, 51,230,857,903 Class A preference shares, and 229,154,800 Class B preference shares (Note 19(a)).

12


. Under the Agreement for Purchase and Sale of Shares, dated February 3, 2004, the Company purchased all of the shares of COPENE MONÔMEROS ESPECIAIS S.A. ("MONÔMEROS") held by minority shareholders, becoming the owner of 100% of the shares of this subsidiary. The acquisition price totaled R$ 14,786, corresponding to the book value of the shares acquired at December 31, 2003.

On March 31, 2004, the Extraordinary General Meeting approved the merger of MONÔMEROS based on the appraisal report of the value of shareholders’ equity at December 31, 2003, in the amount of R$ 115,832. Changes in equity of MONÔMEROS during the first quarter of 2004 were taken to Braskem income under equity in the results.

. On December 14, 2004, the Board of Directors approved the use of 505,050,433 Class A preference shares of the Company, held in treasury, to be exchanged for 47,846,610 preferred shares issued by the subsidiary Polialden Petroquímica S.A. ("Polialden"). In this transaction, the Company recorded negative goodwill of R$ 28,842. The Brazilian Securities Commission (CVM) approved the exchange of stock outside the stock market or over-the-counter market.

. On December 15, 2004, the Company acquired from its subsidiary Braskem Overseas Inc. (“Overseas”), formerly Odequi Overseas Inc., 514,322 preference shares, representing 3.94% of the total capital of the subsidiary Odequi. Following the acquisition, the Company holds 100% of the capital of Odequi.

. In order to obtain a capital structure more appropriate for the operations of the subsidiary Braskem Importação e Exportação Ltda. (“Braskem Importação”), formerly OQPA Importação e Exportação Ltda., at December 31, 2004, the Company increased the capital of this subsidiary by R$ 99,215, with the issue of 99,215,010 quotas, by capitalizing the receivable held in current account in the amount of R$ 98,215 and R$ 1,000 from its own funds. This transaction generated: (i) goodwill of R$ 98,999, fully amortized; (ii) reversal of the provision for loss in investee for the same amount.

. The Extraordinary General Meeting, held on March 31, 2005, approved the merger of subsidiary Odequi, based on the appraisal report of the value of shareholders’ equity, issued by independent appraisers, at December 31, 2004, in the amount of R$ 1,340,749. The equity variations in the first quarter of 2005 were taken to Braskem income as equity in the results.

13


. On April 25, 2005, the Company increased the capital of Braskem Incorporated Limited (“Braskem Inc”), current corporate name of CPN Incorporated Limited (“CPN Inc”) by US$ 40.000 thousand (equal to R$ 101,400), from US$ 40.095 thousand to US$ 95 thousand, with the issue of 40,000,000 (quotas), by capital contribution in cash. This transaction generated: (i) goodwill of R$ 6,579, fully amortized; and (ii) reversal of the provision for loss in the investee of the same amount (Note 11(a)).

. The Extraordinary General Meeting held on May 30, 2005, approved a capital increase of Braskem Participações S.A. (“ Braskem Participações”), current corporate name of Copene Participações S.A., by R$ 266, with no issue of shares, by verifying the market value of Braskem Importação issued quotas.

The Company and its subsidiaries, as participants in the restructuring process of the Brazilian petrochemical industry, may be affected by economic and/or corporate aspects as a result of the outcome of this process.

(c) Initial Public Offer of Shares ("Global Offer")

On April 1, 2004, the Board of Directors approved the initial public offer of Class A preference shares in Brazil and overseas, through the increase in capital within the authorized capital limit.

On September 22 and 27, 2004, the Board of Directors approved the issues of 12,285,000,000 and 1,170,000,000 shares, respectively, in the amount of R$ 90.00 per thousand shares, to be subscribed in Brazil and US$ 31.38 per thousand shares, to be subscribed overseas.

Financial settlement occurred on September 28, 2004, after the payment of capital in the amount of R$ 1,210,950.

(d) Reverse-split of shares and split of American Depositary Shares ("ADS")

In order to improve negotiations and increase the liquidity of the Company’s shares, the Extraordinary General Meeting, held on March 31, 2005, approved the reverse split of shares, including all types and classes, in the proportion of 250 shares to each share. As a result, the ADS split was also approved, in the proportion of 2 ADS for each existing ADS.

14


Shareholders were given a 30-day period, as from April 5, 2005, to adjust their positions. After this date, the remaining share fractions were rounded and auctioned on the São Paulo Stock Exchange (“Bovespa”). The auction proceeds were transferred to the shareholders on a pro rata basis, through current account deposits.

As from May 16, 2005, the shares are quoted in unit batches and traded on Bovespa and the New York Stock Exchange (“NYSE”), as a reverse split and split of shares, respectively.

(e) Corporate governance

In February 2003, Braskem enrolled in Level 1 of Differentiated Corporate Governance of the Bovespa, which mainly commits the Company to improvements in providing information to the market and in the dispersion of shareholdings, and attained with the Global Offer (Note 1(c)) approximately 45% of the free float. In 2005, the Company intends to reach Level 2 of Bovespa’s Governance.

(f) Administrative Council for Economic Defense (CADE)

In accordance with Article 54, § 3 of Law 8,884/94, the concentration resulting from the change in control of Braskem was notified in a timely manner to the anti-trust authorities. In July 2002, the Secretariat for Economic Monitoring of the Finance Ministry (SEAE) issued a favorable opinion on the transaction. In May 2003, the favorable opinion of the Secretariat for Economic Rights (SDE) was published without any restrictions. The transaction was submitted for the review and analysis of the Administrative Council for Economic Defense (CADE), and in November 2003 CADE Prosecution Service also approved the transaction without any restrictions. In February 2004, the transaction was examined by the Federal Department of Public Prosecution, which also recommended the approval of the transaction. In September 2004, Braskem filed a request for the approval of the transaction on the grounds that the statute of limitation to judge the transaction had taken effect. In February 2005, CADE Prosecution Service issued an opinion disapproving this plea and, currently, in the absence of the minimum quorum required at CADE for appreciation of the matter, this claim is pending judgment by the CADE court.

2 Presentation of the financial statements

The financial statements were prepared in accordance with the accounting practices adopted in Brazil and also in compliance with the standards and procedures determined by the Brazilian Securities Commission (CVM).

The comparison between the financial statements for the six-month periods ended June 30, 2005 and 2004, must take into account the merger of Odequi (Note 1(b)), carried out on March 31, 2005.

15


3 Main accounting practices

(a) Use of estimates

In the preparation of the financial statements, it is necessary to use estimates to record certain assets, liabilities and transactions. The financial statements of the Company and its subsidiaries include, therefore, various estimates regarding the selection of the useful lives of property, plant and equipment, deferred charges amortization periods, as well as provisions for contingencies, income tax and other similar amounts.

(b) Determination of net income

Net income is determined on the accrual basis of accounting.

Sales revenues are recognized when the risk and product title are transferred to customers. This transfer occurs when the product is delivered to customers or carriers.

The provisions for income tax and Value-Added Tax on Sales and Services (ICMS) are recorded gross of the tax incentive portions, with the amounts related to tax exemption and reduction recorded in capital reserve.

Monetary and foreign exchange variations on assets and liabilities are classified in “Financial income” and “Financial expenses”, respectively.

In accordance with the requirements of CVM Deliberation 273/98 and Instruction 371/02, the deferred income tax is stated at probable realizable value, expected to occur as described in Note 17(b).

The Company has recognized in financial results for the year the market value of derivative contracts relating to liabilities indexed to foreign currency or international interest rates. At June 30, 2005, the Company had a derivative contract, totally related to a foreign loan (Note 14(f)), the market value of which is negative in R$ 30,492.

16


(c) Current assets and long-term receivables

Cash and cash equivalents comprise primarily cash deposits and marketable securities or investments maturing within 90 days (Note (4)).

Marketable securities are valued at the lower of cost or market, including accrued income earned to the balance sheet date. Derivative instruments are valued at their adjusted fair values, based on market quotations for similar instruments against future exchange and interest rates.

The allowance for doubtful accounts is set up at an amount considered sufficient to cover estimated losses on the realization of the receivables, taking into account the Company's loss experience, and includes amounts in litigation. For a better calculation of the doubtful accounts the Company analyzes, on a quarterly basis, the amounts and characteristics of trade accounts receivable.

Inventories are stated at average purchase or production cost, which is lower than replacement cost or realization value. Imports in transit are stated at the accumulated cost of each import. Inventories of consumable materials (“Warehouse”) are classified in current assets or long-term receivables, considering their history of consumption.

Deferred income tax is recognized upon favorable scenarios for its realization. Periodically, the amounts recorded are revalued in accordance with CVM Deliberation 273/98 and CVM Instruction 371/02.

Other assets are shown at realizable values, including, where applicable, accrued income and monetary variations, or at cost in the case of prepaid expenses.

(d) Permanent assets

These assets are stated at cost plus restatements for inflation through December 31, 1995 considering the following:

. Investments in subsidiaries, jointly-controlled entities and associated companies are accounted for on the equity method, plus unamortized goodwill/negative goodwill. Goodwill is calculated as the difference between the amount paid and the book value of net assets acquired. Goodwill is based on the appreciation of the assets and expected future profitability of the investees and is amortized over a period of up to 10 years. Goodwill in merged companies is transferred to property, plant and equipment and deferred charges, when based on asset appreciation and future profitability of the investees, respectively. Other investments are carried at the cost of acquisition.

17


. Property, plant and equipment is shown at acquisition or construction cost and, as from 1997, includes capitalized interest incurred during the construction or expansion of production capacity of the plants.

. Depreciation of property, plant and equipment is recorded on the straight-line basis at the rates mentioned in Note 12.

. Amortization of deferred charges is recorded over a period of up to ten years, as from the time benefits begin to accrue.

. Provisions are recorded for losses or adjustments to realizable value whenever future operating profit is not sufficient to absorb the depreciation or amortization of permanent assets.

. Programmed maintenance shutdowns are carried out at intervals from one to six years. Expenses that increase the useful lives of assets or result in higher production efficiency are recorded in deferred charges and amortized in production cost until the beginning of the next maintenance shutdown.

(e) Current and long-term liabilities

These are stated at known or estimated amounts, including accrued charges and monetary and exchange adjustments, as applicable.

The provision for loss in subsidiaries is recorded based on the net unsecured liabilities (excess of liabilities over assets) of these companies, and is recorded as a long-term liability against the equity results.

Defined benefit pension plans are accounted for based on the calculations made by independent actuaries, which in turn are based on assumptions provided by the Company.

18


The provisions are recorded based on (i) current legislation (even considering that this legislation is considered by management to be unconstitutional); (ii) the need to eliminate contingent gains upon credit offsetting resulting from litigation; and (iii) estimated payments of indemnities considered probable.

(f) Deferred income

Deferred income includes negative goodwill of merged companies, supported by the expected future profitability.

(g) Consolidated financial statements

The consolidated financial statements include the financial statements of the Company and its subsidiaries and jointly-controlled entities and Special-purpose Companies (“EPEs”) in which the Company has direct or indirect share control, as shown below:

            Interest in capital - % 
       
        Head office             
        (country)   Jun/05    Mar/05    Jun/04 
           
 
Subsidiaries                     
     Braskem Cayman Ltd. ("Cayman")   (i)   Cayman Isl.    100.00    100.00    100.00 
     Braskem Importação    (ii)   Brazil        100.00    100.00 
     Braskem Inc.    (iii)   Cayman Isl.    100.00    100.00    100.00 
     Braskem International Ltd. ("Braskem International")   (iv)   Bahamas    100.00    100.00    100.00 
     Braskem Participações        Brazil    100.00    100.00    100.00 
     Companhia Alagoas Industrial - ("CINAL")   (v)   Brazil    86.82    78.80    63.03 
     CPN Distribuidora de Combustíveis Ltda. ("CPN Distribuidora")       Brazil    100.00    100.00    100.00 
     CPP - Companhia Petroquímica Paulista ("CPP")       Brazil    90.71    90.71    90.71 
     Investimentos Petroquímicos Ltda. ("IPL")       Brazil    100.00    100.00    100.00 
     Lantana Trading Company Inc. ("Lantana")       Bahamas    100.00    100.00    100.00 
     Odequi    (vi) (vii)   Brazil            97.45 
     Overseas        Cayman Isl.    100.00    100.00    100.00 
     Polialden    (viii)   Brazil    63.68    63.68    56.27 
     Tegal Terminal de Gases Ltda. ("Tegal")       Brazil    90.79    90.79    90.79 
 
Jointly-controlled entities    (ix)                
     CETREL S.A. - Empresa de Proteção Ambiental ("CETREL")   (x)   Brazil    40.56    40.56    40.56 
     Codeverde Companhia de Desenvolvimento do Rio Verde ("CODEVERDE")       Brazil    35.52    35.49    35.49 
     COPESUL - Companhia Petroquímica do Sul ("Copesul")   (xi)   Brazil    29.46    29.46    23.67 
     Politeno Indústria e Comércio S.A. ("Politeno")   (xii)   Brazil    33.96    33.96    33.88 
 
Special-purpose companies    (xiii)                
     Chemical Fundo de Investimento em Direitos Creditórios                     
        (“Fundo Chemical”)   (xiv)   Brazil    10.79    10.79    10.80 
     CSAM Orion Fund Limited (“Orion”)       Cayman Isl.    100.00    100.00    100.00 
     Guardian Protected Cell Company (“Guardian”)       Guernsey    100.00    100.00     
     Sol Fundo de Aplicação em Quotas de Fundos de Investimento                     
       (“FIQ Sol”)       Brazil    100.00    100.00    100.00 

19


            Interest in capital - % 
       
        Head office             
        (country)   Jun/05    Mar/05    Jun/04 
           
Direct subsidiary of Odequi                     
     OPE Investimentos S.A. ("OPE Investimentos")   (xv)   Brazil            89.41 
 
Direct subsidiary of Polialden                     
     Polialden America Inc. ("Polialden America")       US    100.00    100.00    100.00 
 
Direct subsidiary of Braskem Participações                     
     Braskem Importação    (ii)   Brazil    100.00         
 
Direct subsidiary of Copesul                     
     COPESUL International Trading Inc.        Bahamas    100.00    100.00    100.00 

(i)      Braskem Cayman Ltd. is the new corporate name of CPC Cayman Ltd. (“CPC Cayman”).
(ii)      In May 2005, 100% of this investment was contributed as capital increase to Braskem Participações (Note 1(b)).
(iii)      Braskem Incorporated Ltd. is the new corporate name of CPN Incorporated Ltd. (“CPN Inc”).
(iv)      Braskem International Ltd. is the new corporate name of Odequi Investments Ltd. (“OIL”).
(v)      In February 2005, the Company acquired shares of CINAL held by Petrobras Química S.A. ("Petroquisa") and in June 2005, the Company increased its holding as a result of the redemption of Class “B” shares by this subsidiary.
(vi)      Company merged on March 31, 2005 (Note 1(b)).
(vii)      In June 2004, the consolidated interest (including interest held by subsidiary Overseas) in the capital of Odequi was equal to 100%.
(viii)      Increase in participation in December 2004, due to the exchange of shares with minority shareholders of Polialden (Note 1(b)).
(ix)      Investments were proportionally consolidated, as prescribed in CVM Instruction 247/96.
(x)      The consolidated interest (including interest held by Polialden) in the capital of CETREL is equal to 41.01%.
(xi)      Following the merger of Odequi, the direct interest in the capital of Copesul is equal to 29.46%.
(xii)      The jointly-controlled subsidiary Politeno issued new shares through the capitalization of the tax incentive reserve, increasing its interest in Braskem.
(xiii)      In August 2004, CVM issued Instruction 408/04 providing for the inclusion of EPEs in the consolidated financial statement of publicly-held companies. Subsequently, on February 25, 2005, CVM Circular Letter 01/2005 provided additional information to support the concept of activities subject to consolidation.
(xiv)      Interest corresponding to subordinated quotas held by Braskem.
(xv)      Merged into Odequi on November 1, 2004.
 

For comparison purposes, the consolidated statement of operations and cash flows for the six-month period ended June 30, 2004 were adjusted to reflect the EPEs consolidation.

In the consolidated financial statements, the intercompany investments and the equity in the results, as well as the intercompany assets, liabilities, income, expenses and unrealized gains arising from transactions between consolidated companies, were eliminated.

Minority interest in the equity and in the results of subsidiaries has been segregated in the consolidated balance sheet and statement of operations, respectively. Minority interest corresponds to the respective participations of CINAL, CPP, Polialden, Tegal and owners of the senior quotas of Chemical Fund.

Goodwill not eliminated on consolidation is reclassified to a specific account in permanent assets, in accordance with CVM Instruction 247/96. Negative goodwill is reclassified to "Deferred income".

As provided by CVM Instruction 247/96, Alclor Química de Alagoas Ltda. (“Alclor”), a wholly-owned Braskem subsidiary, is not consolidated as its activities have been discontinued.

20


For a better presentation of the consolidated financial statements, the cross-holding between the subsidiary Copene Participações and the Company, which arose from the corporate restructuring described in Note 1(b), was reclassified to treasury shares. Considering the reverse split of shares (Note 1(d)), the subsidiary Copene Participações now holds 580,331 common and 290,165 Class “A” preferred shares, representing 0.24% of the Company’s total capital.

The reconciliation between the parent company and consolidated shareholders’ equity and the net income for the period is as follows:

            Net income 
    Stockholders’ equity    (loss) for the period 
     
 
    Jun/05    Mar/05    Jun/05    Jun/04 
         
 
Parent company    4,910,388    4,471,982    627,797    (289,796)
 Cross-holding classified as treasury shares    (13,110)   (13,110)        
 Effects of EPEs consolidation                (3,207)
 Exclusion of profits in subsidiaries’ inventories    (2,039)   (8,126)   3,907    (4,219)
 Exclusion of gain on the sale of investment between related parties    (38,476)   (38,476)        
 Reversal of goodwill amortization relating to sale of investment                 
        between related parties    12,024    10,995    2,061    2,061 
         
 
Consolidated    4,868,787    4,423,265    633,765    (295,161)
         

21


4 Cash and cash equivalents

    Jun/05    Mar/05 
     
 
Cash and banks    97,678    82,234 
Financial investments         
   Domestic    748,482    538,901 
   Abroad    800,782    751,839 
     
 
Total    1,646,942    1,372,974 
     

The Company maintains cash and cash equivalents sufficient to cover: (i) working capital needs; (ii) investments anticipated in the business plan; and (iii) adverse conditions that may reduce the available funds.

Such funds are allocated in order to a: (i) have a return compatible with the maximum volatility determined by the investment and risk policy; (ii) obtain a high spread of the consolidated portfolio; (iii) avoid the credit risk arising from the concentration in few securities; and (iv) follow the market interest rate changes both in Brazil and abroad.

Accordingly, the Company invests in domestic and foreign funds. The domestic investments are mainly represented by quotas of a Braskem exclusive fund, which, in turn, holds quotas of domestic investment funds, such as fixed income investment funds, multiportfolio funds, investment fund quotas in credit rights, among others. Foreign investments mainly comprise an investment fund portfolio, regularly reassessed for risk by the Company. The fund amounts are highly liquid and are recorded at realizable values.

22


5 Marketable securities

    Jun/05    Mar/05 
     
 
Investment funds    420,179     
Shares of associated company held for sale        22,356 
Debenture with participation in profit    7,448    7,422 
Subordinated quotas of investment fund    23,950    25,551 
FINOR other securities        1,776 
     
 
Total    451,577    57,105 
 
Current    (420,179)    
     
 
Long-term    31,398    57,105 
     

Investment funds comprise a portfolio of foreign investment funds, the risk of which is regularly reassessed by the Company. These funds are recorded at realizable values.

As of March 2005, associated company shares for sale were equal to the net book value of shares issued by Borealis Brasil S.A. ("Borealis"), representing 20% of its total capital. In June 2005, the investment balance was transferred to “Associated companies” in permanent assets, as the decision to sell such shares is under review.

6 Trade accounts receivable

    Jun/05    Mar/05 
     
Customers         
   Domestic market    855,915    1,060,904 
   Foreign market    512,009    519,034 
Allowance for doubtful accounts    (64,835)   (56,177)
     
 
    1,303,089    1,523,761 
Long-term receivables    (3,769)   (8,409)
     
 
Current assets    1,299,320    1,515,352 
     

23


The Company has introduced an additional policy for realizing domestic trade accounts, by selling its receivables to Fundo Chemical (EPE mentioned in Note (3 (g)), which pays the Company earlier than the normal maturity of these customer receivables. At June 30, 2005, credit sold to Fundo Chemical amounted to R$ 216,026 (March 31, 2005 - R$ 218,169).

The changes in the allowance for doubtful accounts are as follows:

    Jun/05    Mar/05 
     
 
At the beginning of the period    46,201    46,201 
Additions classified as selling expenses    18,521    9,878 
Exchange variation    113    98 
     
 
At the end of the period    64,835    56,177 
     

7 Inventories

    Jun/05    Mar/05 
     
 
Finished products    679,183    615,686 
Work-in-process    57,015    53,823 
Raw materials, production inputs and packaging    265,297    271,098 
Warehouse (*)   268,420    247,821 
Advances to suppliers    48,339    37,191 
Imports in transit and others    7,325    3,422 
     
 
Total    1,325,579    1,229,041 
Long-term receivables (*)   (59,277)   (44,869)
     
 
Current assets    1,266,302    1,184,172 
     

(*)Based on its turnover, part of the maintenance materials inventory was reclassified as long-term.

Advances to suppliers and expenditures for imports in transit mainly relate to the acquisition of petrochemical naphtha, which is the main raw material of the Company.

24


8 Related parties

        Balances    Balances 
         
 
        Current    Long-term    Current    Long-term 
        assets    receivables    liabilities    liabilities 
           
 
 
        Trade            Other             
        account    Related        accounts            Related 
        receivables    parties    Suppliers    payable    Suppliers    Debentures    Parties 
                 
 
   Braskem Importação                                1,107 
   Braskem Inc.        145,416    347,945    223                 
   Braskem Participações                                1,271 
   Cayman        46,313    43,798                     
   CINAL                18,143                 
   CPN Distribuidora                                977 
   CPP    (i)       3,802                     
   IPL                                12 
   Lantana            92,141                     
   Polialden America                               
   Polialden        12,265        1,279                217,922 
   Tegal    (i)       2,422    114                 
 
Jointly-controlled entities                                 
   CETREL    (i)   136    4,225    672                 
   Copesul    (ii)   4,047        565,132                 
   Politeno        16,069                         
 
Associated company                                 
   Borealis        12,734                         
   Petroflex Indústria e Comércio S.A. ("Petroflex")   31,326                         
 
Related parties                                 
   ODBPAR Investimentos S.A. ("ODBPAR")   (iii)                       930,752     
   Construtora Norberto Odebrecht ("CNO")               2,374                 
   Petróleo Brasileiro S.A. ("Petrobras")           33,302    341,573        34,282         
   Petrobras Distribuidora S.A.                18,368        27,041         
   Other            1,527                     
                 
 
At June 30, 2005        268,315    529,162    947,878        61,323    930,752    221,289 
                 
 
At March 31, 2005        271,084    647,329    923,822    7,668    62,585    898,590    270,502 
                 

(ii)      Amounts stated under “Related parties”, in long-term receivables, refer to advances for future capital increase.
(iii)      The “Trade accounts receivable” balance includes an ICMS tax credit transferred to Copesul.
(iv)      Debentures issued by Braskem and held by ODBPAR (Note 15(b)).
 

25


                Transactions 
   
        Raw materials,         
    Product    service & utilities    Financial    Financial 
    Sales    purchases    income    expenses 
         
 
   Braskem Importação                91 
   Braskem Inc.    649,695    40,647    11,927     
   Braskem Participações                95 
   Cayman    67,259        1,667     
   CINAL        26,524         
   Lantana            1,339     
   Polialden America    13             
   Polialden    210,607    13,261        23,588 
   Tegal        7,614    39    12 
 
Jointly-controlled entities                 
   CETREL    790    11,905         
   Copesul    1,819    1,359,459    68    1,910 
   Politeno    536,933             
 
Associated company                 
   Borealis    66,947             
   Petroflex    225,103             
 
Related parties                 
   ODBPAR                62,882 
   CNO        25,112         
   Petrobras        2,052,229    1,837     
   Petrobras Distribuidora        71,685         
   Other            105     
         
 
At June 30, 2005    1,759,166    3,608,436    16,982    87,778 
         
 
At June 30, 2004    1,276,822    3.384.056    31,908    36,138 
         

“Trade accounts receivable” and “Suppliers” include the balances resulting from transactions with related parties, arising mainly from the following sales and purchases of goods and services:

Sales of Braskem :

Company    Products/inputs 
   
Braskem Inc.    Basic petrochemicals 
Polialden    Ethylene and utilities 
Politeno    Ethylene and utilities 

26


Purchases of Braskem:

Company    Products/inputs/services 
   
CINAL    Utilities, treatment and incineration of waste 
Copesul    Ethylene, propane and utilities 
Petrobras    Naphtha 
Petrobras Distribuidora    Fuel 
Braskem Inc.    Naphtha 
CNO    Construction and maintenance services 
Tegal    Gas storage services 

Transactions with related parties are carried out at normal market prices and conditions, considering the following:

. The price of ethylene results from a process that shares the margin with the second generation companies of the petrochemical sector. This process consists of allocating the gross margin in proportion to the return on investments. The prices charged for the other products are established based on several market factors, including international ones.

. The price of naphtha supplied by Petrobras is negotiated with the Company and the petrochemical companies using as a benchmark the European market prices. During the first half of 2005, the Company also imported naphtha at a volume equivalent to 36% of its consumption (1st half of 2004 – 34%).

The related parties balance includes current account balances, as follows:

Participating companies    Annual financial charges    Jun/05    Mar/05 
       
 
   Long-term receivables             
       Braskem Inc.    US$ exchange variation + 8.30%    347,945    452,789 
       Cayman    US$ exchange variation + 10.05%    43,798    50,335 
       Lantana    US$ exchange variation + 3.80%    92,141    101,060 
 
 
   Long-term liabilities             
       Polialden    100% of CDI    217,922    267,120 

27


The current accounts are used by the Company and its direct and indirect subsidiaries to centralize available cash in a central pool for settlement of their obligations. Financial charges on remittances and balances of the pool of funds are agreed upon by the account holders, considering the costs of funds charged to the individual participants by financial institutions, so that such charges are paid/transferred to the Company.

9 Taxes recoverable

    Jun/05    Mar/05 
     
 
Excise Tax - IPI    60,842    50,591 
Value-added Tax on Sales and Services (ICMS)   400,736    361,085 
Social Integration Program (PIS) – Decree Laws 2,445 and         
2,449/88    50,634    50,634 
Income tax and social contribution    31,173    34,273 
Income Tax on Net Income – ILL    56,517    53,725 
Finsocial    14,221    14,221 
Other    36,163    31,217 
     
 
    650,286    595,746 
     
 
Current assets    (301,145)   (415,765)
     
 
Long-term receivables    349,141    179,981 
     

(i) Zero-rate IPI

In the 1st trimester of 2005, the Company concluded the offset operation of the amount of IPI tax credit from acquisition of raw materials and inputs that are exempt from IPI, not subject to IPI taxation or taxed at a zero rate, when related to transactions involving the establishments of absorbed company OPP Química S.A. (“OPP Química”), located in the State of Rio Grande do Sul. This credit was granted on a claim lodged in July 2000, when OPP Química filed a lawsuit for full applicability of the non-cumulative principle for this tax to the establishments mentioned.

28


On December 19, 2002, the Federal Supreme Court (STF), based on past determinations of its Full Bench, entertained an extraordinary appeal lodged by the National Treasury and affirmed the decision of the Regional Federal Court (TRF), 4th Circuit, recognizing the entitlement to an IPI tax credit from said acquisitions during a 10-year period prior to the filing date, plus monetary restatement and accrual of interest at the SELIC benchmark rate until actual use of these credits.

The STF determination was challenged by the National Treasury via special appeal known as "agravo regimental", which is pending judgment by the Second Panel of the STF. In this special appeal, the National Treasury is no longer challenging the company’s entitlement to the IPI tax credit itself, but rather alleging some inaccuracies in the court determination as to non-taxed inputs and raw materials, the restatement of tax credits, and the respective calculation rate.

According to the opinion of the Company’s legal advisors, however, all these aspects have already been settled in the STF and TRF decisions favorably to OPP Química, or even in the STF full-bench precedents. For this reason, the special appeal referred to above poses no risk of changes in OPP Química’s entitlement to the tax credit, even though the STF itself is revisiting this matter in a similar lawsuit involving another taxpayer (this judgment is currently on hold).

In December 2002, OPP Química posted this undue tax at R$ 1,030,125, which was offset by the Company with IPI itself and other federal tax debts. Similar lawsuits involving the purchase of inputs and raw materials that are exempt, non-taxed or taxed at a zero rate have also been filed by the Company’s branches located in the States of São Paulo, Bahia and Alagoas (Note 16(ii)).

(ii) ICMS recoverable

Braskem increased its accumulated ICMS credit, basically on account of the high export volumes and product sales with deferred tax credit. Company management is taking steps to maximize the use of this credit, and no material losses are expected at present. Considering management projections with respect to the realization of such credits, R$ 160,906 was classified in long-term receivables as of June 30, 2005.

29


10 Judicial and compulsory deposits – Long-term receivables

    Jun/05    Mar/05 
     
 
Judicial deposits         
   PIS/COFINS (Note 16 (iii))   48,669    78,302 
   Education contribution and INSS    25,057    24,269 
   Work accident insurance    14,080    14,080 
   Labor claims    11,416    10,972 
   Dividends    8,074    8,074 
   Other    9,402    10,948 
 
Compulsory deposit (Eletrobrás)   12,098    15,825 
     
 
    128,796    162,470 
     

30


11 Investments

(a) Information on investments

    Number of shares or quotas    Interest in 
    held (thousand)   Capital (%)
     
 
    Jun/05    Mar/05    Jun/05    Mar/05 
         
 
Subsidiaries                 
     Braskem Importação (Note 1(b))       252,818        100.00 
     Braskem Inc. (Note 1(b))   40,095    95    100.00    100.00 
     Braskem International        100.00    100.00 
     Braskem Participações    8,499,997    8,499,997    100.00    100.00 
     Cayman    900    900    100.00    100.00 
     CINAL    130,446    134,585    86.82    78.80 
     CPN Distribuidora    354    354    100.00    100.00 
     CPP    4,666    4,666    90.71    90.71 
     IPL (*)   974    974    100.00    100.00 
     Lantana        100.00    100.00 
     Overseas (*)       100.00    100.00 
     Polialden    410,904    410,904    63.68    63.68 
     Tegal    21,938    21,938    90.79    90.79 
 
Jointly-controlled entities                 
     CETREL    456    456    40.56    40.56 
     CODEVERDE(**)   9,639    9,533    35.52    35.49 
     Copesul    44,255    44,255    29.46    29.46 
     Politeno    22,466,167    22,466,167    33.96    33.96 
 
Associated companies                 
     Borealis    18,949    18,949    20.00    20.00 
     Petroflex    141,597    141,597    20.12    20.12 
     Rionil    3,061    3,061    33.33    33,33 
     Sansuy    271    271    20.00    20.00 

(*)      Number of shares or quotas in units.
(**)      Capital increase of Braskem through capitalization of AFAC, on May 1, 2005, in the amount of R$ 382.
 

31


Information on investments (continued)

            Adjusted shareholders’ 
    Net income (loss)   equity (unsecured 
    for the period, adjusted    liabilities)
     
 
    Jun/05    Jun/04    Jun/05    Mar/05 
         
 
Subsidiaries                 
     Braskem Importação        (46,181)       253 
     Braskem Inc.    (13,031)   (22,134)   85,935    (6,579)
     Braskem International    69,070    20,473    (207,004)   (240,815)
     Braskem Participações    36    (643)   22,614    22,222 
     Cayman    (188)   (2,960)   184,476    209,979 
     CINAL    (3,237)   1,165    79,562    88,583 
     CPN Distribuidora            3,542    3,542 
     CPP            5,144    5,144 
     IPL            12    12 
     Lantana    (79,539)   (62,771)   (27,551)   (17,917)
     Odequi        21,736         
     Overseas    (2,877)   (7,009)   (201,064)   (225,944)
     Polialden    3,282    29,044    460,792    469,484 
     Tegal    (1,364)   (3,379)   17,755    18,575 
 
Jointly-controlled entities                 
     CETREL    4,124    (3,026)   61,940    58,336 
     CODEVERDE            42,814    41,810 
     Copesul    350,976    225,899    1,353,930    1,371,787 
     Politeno    45,126    41,393    511,950    489,243 
 
Associated companies                 
     Borealis    2,667    5,878    103,359    111,778 
     Petroflex    69,037    40,058    302,937    272,592 
     Rionil    (193)   242    5,572    5,758 
     Sansuy    (1,589)   (870)   16,074    16,435 

32


(b) Information on subsidiaries’ investments

    Number of shares of quotas    Interest in 
    held (thousand)   capital (%)
     
    Jun/05    Mar/05    Jun/05    Mar/05 
         
Braskem Participações                 
     Braskem Importação    252,818        100.00     
 
Polialden                 
     Polialden América (*)   40    40    100.00    100.00 
 
(*) Number of shares in units.                 
 
 
    Adjusted net income (loss)   Adjusted 
    for the period    shareholders’ erquity 
     
    Jun/05    Jun/04    Jun/05    Mar/05 
         
Odequi                 
   OPE Investimentos        15,693         
 
Braskem Participações                 
   Braskem Importação    76        294     
 
Polialden                 
   Polialden America    2,020    602    3,852    3,849 

33


(c) Investment activity of subsidiaries and jointly-controlled entities

    Subsidiaries and jointly-controlled entities 
   
 
    Jun/05 
   
 
    Braskem        Braskem         
    Importação    Braskem Inc.    Participações    Cayman    CETREL(*)
           
 
At January 1    218    5,591    22,312    208,548    29,639 
Addition (write-off) through acquisition of shares/ capital                     
contribution    (266)   101,400    266         
Equity in the results    48    (6,365)   36    (188)   2,167 
Amortization of (goodwill)/negative goodwill        (6,579)           (401)
Exchange variation of foreign investment        (8,112)       (23,884)    
           
 
At the end of the period        85,935    22,614    184,476    31,405 
           
 
Goodwill (negative goodwill) on investments (i)                   6,280 
           

    Subsidiaries and jointly-owned entities 
   
 
    Jun/05 
   
 
    CINAL    Copesul    Lantana    Odequi    Polialden 
           
 
At January 1    50,781    468,119    58,712    1,340,056    654,144 
Addition (write-off) through acquisition of shares/ capital                     
contribution    15,841                 
Addition/(write-off) through capital increase/ merger/ spin-                    
off        103,065        (1,340,906)    
Redemption of shares    (2,288)                
Dividends        (48,864)            
Equity in the results    (3,019)   98,847    (58,057)   156    2,453 
Amortization of (goodwill)/negative goodwill    (433)   (15,106)       694    (31,518)
Exchange variation on foreign investment            (655)        
Other    (515)                
           
 
At the end of the period    60,367    606,061            625,079 
           
 
Goodwill (negative goodwill) on investments (i)   (8,711)   207,186            331,643 
           

            Subsidiaries and jointly-owned entities 
   
 
                Jun/05    Mar/05 
   
 
        Politeno    Other    Total    Total 
         
 
At January 1        553,770    31,414    3,423,304    3,423,304 
Addition (write-off) through capital contribution/ acquisition of shares            382    117,623    15,843 
Addition/(write-off) through capital increase/merger/spin-off                (1,237,841)   (1,237,841)
Redemption of shares                (2,288)    
Dividends                (48,864)    
Equity in the results        20,823    (1,227)   55,674    9,020 
Gain (loss) on investments        416    11    427    415 
Amortization of (goodwill)/negative goodwill        (30,375)   (37)   (83,755)   (37,933)
Exchange variation on foreign investment                (32,651)   209 
Other              (510)   (516)
         
 
At the end of the period        544,634    30,548    2,191,119    2,172,501 
         
 
Goodwill (negative goodwill) on investments (i)       370,770    (1,500)   905,668    944,884 
         

34


    Associated companies 
   
 
    Jun/05    Mar/05 
     
 
    Borealis    Petroflex    Rionil    Sansuy    Total    Total 
             
At January 1        50,840    1,960    2,891    55,691    55,691 
Transfer of investment    22,138                22,138     
Equity in the results    533    16,628    (103)   324    17,382    10,877 
Dividends    (2,000)   (7,133)           (9,133)   (7,133)
             
At the end of the period    20,671    60,335    1,857    3,215    86,078    59,435 
             
 
Goodwill (negative goodwill) on investments        (614)           (614)   (614)
             

(*) Equity in the results, in the amount of R$ 2,167, includes equity in the results for the month of December of 2004, totaling R$ 494.

(i) The goodwill amounts are based on the expected future profitability and amortized in up to ten years, according to results projections prepared by independent experts, annually reviewed. In the consolidated financial statements, these goodwill amounts are presented as deferred assets and negative goodwill amounts as deferred income, pursuant to CVM Instruction 247/96.

Provision for loss on investments

    Provision for loss on investments – Long-term liabilities 
   
 
                    Jun/05    Mar/05 
     
    Braskem                     
    International    Lantana    Overseas    Other    Total    Total 
             
 
At January 1    311,783        223,821        535,604    535,604 
Provision increase/(reversal)                        
     Operating result    (69,070)   21,482    2,877        (44,711)   (45,728)
     Non-operating result                13,154    13,154    13,154 
     Exchange variation on shareholders’                         
         equity    (35,709)   6,069    (25,634)       (55,274)   1,379 
     Other                5,379    5,379    5,244 
               
 
At the end of the period    207,004    27,551    201,064    18,533    454,152    509,653 
               

35


(d) Information on the main investees with operating activities

Copesul

COPESUL is engaged in the manufacture, sale, import and export of chemical, petrochemical and fuel products and the production and supply of utilities, as well as providing various services used by the companies in the Triunfo Petrochemical Complex in the State of Rio Grande do Sul and management of logistic services related to its waterway and terrestrial terminals. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.

Polialden

Polialden is engaged in the manufacture, processing, sale, import and export and any other activities related to the production or sale of high-density polyethylene and other chemical and petrochemical products. The main raw material for all of its products is ethylene, which is supplied by Braskem. Polialden operates an industrial plant in Camaçari - Bahia. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.

Politeno

Politeno is engaged in the manufacture, processing, direct or indirect sale, consignment, export, import and transportation of polyethylene and by-products, as well as the participation in other companies. The main raw material for all of its products is ethylene, which is supplied by Braskem. Politeno operates an industrial plant in Camaçari - Bahia. Goodwill on this investment, based on future profitability, will be amortized up to August 2011.

36


CETREL

The activities of CETREL are to supervise, coordinate, operate and monitor environmental protection systems; carry out research in the environmental control area and in the recycling of waste and other materials recoverable from industrial and urban emissions; monitor the levels of environmental pollution of air quality, water resources and other vital elements; perform environmental diagnostics; prepare and implement projects of environmental engineering solutions; develop and install environmental management systems and those relating to quality, laboratory analyses, training, environmental education and also specification, monitoring and intermediation in the acquisition of materials of environmental protection systems. Goodwill on this investment, based on future profitability, will be amortized up to July 2013.

CINAL

CINAL is engaged in the implementation of the Basic Industrial Nucleus of the Alagoas Chlorinechemical Complex and the production and sale of goods and several services, such as steam, industrial water, industrial waste treatment and incineration of organochlorine waste for the companies located in the mentioned Industrial Nucleus, as shareholders and users.

In February 2005, through an Agreement for Purchase and Sale of Shares, entered into with Petroquisa, the Company purchased 23,465,165 shares, representing 13.74% of CINAL capital, in the amount of R$ 13,402. This operation resulted in a goodwill of R$ 433, which was fully amortized due to the lack of economic support.

The CINAL Special Shareholders’ Meeting held in April 2005 resolved to fully and definitely redeem the company’s preferred class “B” shares for their book value, with no capital reduction. As a result, the Company received a reimbursement of R$ 2,288, corresponding to 4,139 thousand shares, while its percentage holding in CINAL’s total capital increased by 8.02% .

37


12 Property, plant and equipment

    Jun/05    Mar/05    Annual 
       
                    depreciation 
        Accumulated            rates 
    Cost    depreciation    Net    Net    (%)
           
 
Land    21,264        21,264    21,264     
Buildings and improvements    817,117    (351,782)   465,335    470,051    2 to 10 
Machinery, equipment and facilities    6,017,458    (2,333,288)   3,684,170    3,743,253    3.33 to 20 
Mines and wells    26,016    (21,784)   4,232    4,436    4 to 10 
Furniture and fixtures    35,281    (31,059)   4,222    4,473    10 
Information technology    49,125    (41,688)   7,437    8,289    20 
Construction in progress    710,733        710,733    573,573     
Other    21,113    (10,638)   10,475    10,760    Up to 20 
           
 
    7,698,107    (2,790,239)   4,907,868    4,836,099     
           

Construction in progress relates principally to projects for operating improvements to increase the useful life of the industrial units, machinery and equipment, as well as programs in the areas of health, technology and security.

At June 30, 2005, property, plant and equipment includes the appreciation, in the form of goodwill, of the assets arising from merged companies (Note 1(b)), transferred in conformity with CVM Instruction 319/99, in the amount of R$ 908,408 (March 31, 2005 - R$ 923,184).

38


13 Deferred charges

    Jun/05    Mar/05 
     
 
Costs         
   Pre-operating expenses    216,513    216,417 
   Rights to manufacturing processes    43,130    53,313 
   Organization and implementation expenses    232,645    241,482 
   Expenditures for structured operations    329,351    329,956 
   Goodwill on merged investments    1,709,297    1,709,297 
   Expenditures for programmed stoppages    506,673    504,863 
   Research and development    64,396    64,596 
   Catalysts and other    100,635    103,820 
     
 
    3,202,640    3,223,744 
Accumulated amortization    (1,179,540)   (1,113,967)
     
 
    2,023,100    2,109,777 
     

The goodwill on merged investments is based on future profitability and is being amortized in up to ten years, according to the appraisal reports issued by independent experts. The recording of this goodwill in deferred charges is in conformity with CVM Instruction 319/99.

At programmed dates, which vary from one to six years, the Company stops production, totally or partially, to carry out inspection and maintenance. The costs associated with each stoppage are deferred and amortized to cost of production up to the beginning of the next corresponding stoppage.

39


15 Loans and financing

    Annual financial charges    Jun/05    Mar/05 
       
Foreign currency             
   Eurobonds    Note 14 (a)   1,321,633    1,088,962 
   Advances on export contracts    US$ exchange variation + interest of 3.30% to 3.85%        52,972 
   Export prepayment    Note 14 (b)   769,986    926,157 
   Médium-Term Notes    Note 14 (c)   1,436,235    1,634,979 
   Raw material financing    Jun/05 – US$ exchange variation + interest of 1.30%    63,443    170,757 
    to 2,50% above LIBOR (i)        
    Mar/05 – US$ exchange variation + interest of 1.30%         
    to 3.70% above LIBOR         
   Permanent assets financing    US$ exchange variation + interest of 3.88% above    22,035    30,570 
    LIBOR         
    US$ exchange variation + fixed interest of 6.49% to    18,718    21,344 
    7.14%         
Local currency             
   Working capital    US$ exchange variation + interest of 4.50%        11,114 
   FINAME    Fixed interest of 10.50% + fixed restatement (TJLP)   679    805 
    (ii) - Note 14(d)        
   BNDES    Fixed interest of 6.50% to 12.60% + fixed restatement    79,017    94,619 
    (TJLP and UMBNDES) (iii) - Note 14(d)        
   BNB    Fixed interest of 11.81% - Note 14(d)   48,797    48,812 
   FINEP    Fixed restatement – TJLP – Note 14 (d)   10,070     
   Acquisition of shares    Note 14 (e)   187,987    182,042 
   Financing of projects    Note 14 (f)   142,220    137,101 
       
 
        4,100,820    4,400,234 
Less: Current liabilities        (736,265)   (877,826)
       
Long-term liabilities        3,364,555    3,522,408 
       

(ii)      LIBOR = London Interbank Offered Rate
(iii)      TJLP = Long-term Interest Rate
(iv)      UMBNDES = BNDES monetary unit
 

40


(a) Eurobonds

In October 1996, OPP Petroquímica (merged into OPP Química in December 2002) issued Eurobonds amounting to US$ 100,000 thousand, falling due in October 2004 and with annual interest of 11%, paid semiannually. This transaction was settled upon maturity.

In June 1997, the Company issued Eurobonds amounting to US$ 150,000 thousand falling due in June 2007, and with annual interest of 9%, paid semiannually in June and December of each year. The Eurobonds balance at June 30, 2005 amounts to US$ 150,186 thousand – R$ 353,001 (March 31, 2005 - US$ 153,562 thousand - R$ 409,428).

In July 1997, the merged company Trikem issued Eurobonds in the amount of US$ 250,000 thousand, falling due in July 2007 and with annual interest of 10.625%, paid semiannually in January and July of each year. These notes grant to Trikem the exclusive right to repurchase the Eurobonds on July 24 of each year as from July 2002. The Eurobonds balance at June 30, 2005 totals US$ 261,510 thousand - R$ 614,654 (March 31, 2005 – US$ 254,870 thousand – R$ 679,534). In July 2005, the Company renegotiated the transaction interest rate to 9.375% per annum (p.a.), and the maturity date to 2015.

In June 2005, the Company issued Eurobonds in the amount of US$ 150,000 thousand, with no stated maturity (Perpetual Eurobonds), bearing annual interest of 9.75%, payable on a quarterly basis from September 2005 onwards. The securities can be fully repurchased, at the option of the Company, as from June 17, 2010, provided that investors are given a minimum 30-day notice. At June 30, 2005, the balance amounts to US$ 150,604 thousand - R$ 353,978.

(b) Prepayment of exports

The merged company Trikem received an advance of US$ 100,000 thousand made by a foreign customer in August 1997. This advance bears annual interest of 12% and the balance was settled in October 2004.

41


On December 28, 2001, the Company obtained funds in the amount of US$ 250,000 thousand as prepayment of exports. This loan was placed in two tranches. The first tranche, in the amount of US$ 80,000 thousand, has a settlement term up to December 2004 and is subject to interest of 4.25% p.a. plus 3 month LIBOR, payable on a quarterly basis and was fully amortized upon maturity. The second tranche, in the amount of US$ 170,000 thousand, has a settlement term up to December 2006, was also fully amortized in December 2004, and is subject to interest of 5.25% p.a. plus 3 month LIBOR, payable on a quarterly basis.

In December 2002, the merged company OPP Química received an advance from a foreign customer, in the amount of US$ 97,200 thousand, with annual interest of 3.75%, plus semiannual LIBOR, in addition to the exchange variation. In November 2004, the Company renegotiated the charges, reducing the spread to 1.25% per annum. This contract will be settled through shipments made up to June 2006. The balance due at June 30, 2005 is US$ 32,269 thousand - R$ 75,844 (March 31, 2005 - US$ 32,744 thousand - R$ 87,302).

In June 2004, the Company obtained funds in the amount of US$ 200,000 thousand as prepayment of exports divided in two tranches. The first tranche, in the amount of US$ 145,000 thousand, has a settlement term up to December 2007 and is subject to interest of 3.5% per annum plus 6-month LIBOR, payable semiannually. The second tranche, in the amount of US$ 55,000 thousand, has a settlement term up to June 2009 and is subject to interest of 4.5% per annum plus 6 month LIBOR, payable semiannually through June 2009. In June 2005, the two tranches were consolidated, falling due in June 2009 and bearing interest at 1.45% p.a. above LIBOR, payable semiannually. The balance of such transactions at June 30, 2005 amounts to US$ 200,704 thousand - R$ 471,734 (March 31, 2005 - US$ 203,861 thousand - R$ 543,534).

In August 2004, the Company obtained funds in the amount of US$ 50,000 thousand as prepayment of exports. In addition to the foreign exchange variation, these funds bear annual interest of 3% plus 6-month LIBOR up to January 2005 and 3-month LIBOR as from that date up to the final maturity, in October 2006. This contract will be amortized with exports between July 2004 and October 2006. The balance of this operation, as of June 30, 2005, is US$ 37,948 thousand - R$ 89,194 (March 31, 2005- US$ 44,226 thousand - R$ 117,916).

42


The Company has also other prepayments of export operations, the outstanding balance of which amounts to US$ 56,677 thousand – R$ 133,214 at June 30, 2005 (March 31, 2005 - US$ 66,539 thousand - R$ 177,405). These transactions will be settled at various dates through January 2008. In addition to the exchange variation, the amounts bear annual interest at 1.55% to 3.00% above LIBOR.

(c) Medium-Term Notes ("MTN") program

In July 2003, Braskem implemented a MTN Program of US$ 500,000 thousand. On December 16, 2003, the Company’s Board of Directors authorized an increase in the total of the program to US$ 1 billion and an extension in term from five to ten years.

MTN issues and balance at June 30, 2005 are shown below:

            US$ thousand    R$ thousand 
         
Issues    Interest    Maturity    Jun/05    Mar/05    Jun/05    Mar/05 
         
2nd Tranche    9.25%    10/28/2005    65,000    65,000    152,776    173,303 
3rd Tranche    12.50%    11/05/2008    275,000    275,000    646,360    733,205 
4th Tranche    11.75%    01/22/2014    250,000    250,000    587,600    666,550 
             
 
            590,000    590,000    1,386,736    1,573,058 
             
 
    Interest accrued            49,499    61,921 
           
 
    Balance at June 30            1,436,235    1,634,979 
           

(d) FINAME, BNDES, BNB and FINEP

These loans relate to various transactions aiming at increasing production capacity, as well as environmental programs, operating control centers, laboratory and waste treatment stations. Principal and charges are payable monthly up to June 2016.

(e) Acquisition of shares

This loan refers to the acquisition from BNDESPAR of one billion shares of Copene Participações, made in September 2001, by the merged company Nova Camaçari Participações S.A. (“Nova Camaçari”). The loan principal is payable in full in August 2006. The principal bears interest of 4% p.a. and TJLP, due annually as from August 2002.

43


(f) Project financing

In March 2005, the Company obtained a loan in Japanese currency with Nippon Export and Investment Insurance ("NEXI"), in the amount of YEN 5,256,500 thousand – R$ 136,496, to finance several investment projects, including the Program “Braskem +”. This loan bears annual interest of 0.95% above the Tokyo Interbank Rate (Tibor) plus exchange variation, payable semiannually.

Principal will be paid in 11 installments as from March 2007, and final maturity will occur in March 2012. The financing contract comprises an insurance that guarantees 95% of commercial risks and 97.5% of political risks.

In March 2005, as an integral part of its risk management policy (Note 21), the Company signed a swap contract in the total amount of this debt, changing the annual financial charges to 101.59% of CDI. The swap contract was signed with a prime foreign bank and its maturity, currencies, rates and amounts are perfectly matched to the debt contract. The result of this contract is recorded in financial income (expenses), in “Derivative transactions” (Note 22).

(g) Repayment and guarantee schedule

Long-term loans mature as follows:

        Jun/05    Mar/05 
       
 
2006        354,617    551,864 
2007        1,190,169    1,347,097 
2008        720,980    809,612 
2009        50,034    48,204 
2010 and thereafter        1,048,755    765,631 
       
 
        3,364,555    3,522,408 
       

In the case of short-term loans, the Company has given security such as trade bills receivable and promissory notes.

Long-term loans are secured by liens on fixed assets, shares, shareholders endorsements, bank guarantees and promissory notes. Certain long-term operations are guaranteed by Surety Bonds and mortgages of the Company's industrial plants.

44


15 Debentures

(a) 10th public issue

On October 1, 2001, the Company carried out the issue and sale of two series of the 10th issue of non-convertible debentures, being 4,108 of the 1st series and 2,142 of the 2nd series, totaling R$ 625,000.

In January 2004, the Company redeemed 2,289 debentures of the 1st series and 945 debentures of the 2nd series, while the rest of both series was redeemed on September 30, 2004. All such debentures were cancelled.

(b) 1st private issue

On May 31, 2002, the merged company OPP Produtos Petroquímicos S.A. ("OPP PP") issued 59,185 convertible debentures. These debentures were fully purchased by Odebrecht S.A., which subsequently transferred their title to ODBPAR. These debentures have the following characteristics:

    Single series 
   
 
Unit face value:    R$ 10.00 
Final maturity date:    July 31, 2007 
Remuneration:    TJLP variation, plus interest of 5% p.a. 

ODBPAR has the option to convert these debentures into Class "A" preferred shares at any time. The payment of the principal and interest will only occur on their final maturity date. There is no partial or total redemption clause allowing payments before this date. At June 30, 2005, the transaction balance amounts to R$ 930,752 (March 31, 2005 – R$ 898,590).

45


(c) 11th public issue

The Company's Extraordinary Shareholders’ Meeting held on November 19, 2003 approved the 11th public issue of debentures, not convertible into shares. On December 1, 2003, a single series of 12,000 thousand debentures was issued in the total amount of R$ 1.2 billion, with subscriptions on January 16 and February 2, 2004. Their characteristics are as follows:

    Single series 
   
 
Unit face value:    R$ 100.00 
Final maturity date:    December 1, 2007 
Repayment of face value:    36 monthly equal and successive installments as from 
    January 1, 2005 
Remuneration:    CDI + interest of 4.5% p.a. 
Payment of remuneration:    1st day of each month, as from January 2004 

On November 3, 2004, the Company carried out the early redemption of all debentures of this issue, as permitted by Clause 5.19 of the Deed of Issue. After redemption the debentures were cancelled.

(d) 12th public issue

The Extraordinary Shareholders’ Meeting held on June 15, 2004 approved the issue of 3,000 debentures, non-convertible into shares, totaling R$ 300,000. The debentures were subscribed and paid up on September 29, 2004, and have the following characteristics:

    Single series 
   
 
Unit face value:    R$ 100.00 
Final maturity date:    June 1, 2009 
Repayment of face value:    Single installment on the final maturity date 
Remuneration:    117% of CDI 
Payment of remuneration:    Semiannually as from December 2004 

To guarantee the compliance with the obligations of these debentures, the Company set up a pledge on pre-indexed credit rights. At June 30, 2005, the transaction balance is R$ 305,313 (March 31, 2005 – R$ 319,907)

46


(e) 13th public issue

The Board of Directors, at a meeting held on April 13, 2005, approved the issue of 30,000 simple, non-convertible, unsecured debentures, in a single series, for a total of R$ 300,000. These debentures were subscribed and paid up on June 30, 2005 and have the following characteristics:

    Single series 
   
 
Unit face value:    R$ 10,000.00 
Final maturity date:    June 1, 2010 
Repayment of face value:    Single installment upon maturity 
Remuneration:    104.10% of CDI 
Payment of remuneration:    Semiannually, as from December 1, 2005 

The transaction balance amounts to R$ 304,723 as of June 30, 2005.

(f) The Company's debentures can be summarized as follows:

    Jun/05    Mar/05 
     
 
As of January 1    1,172,839    1,172,839 
   Financial charges    99,118    45,658 
   Issue    300,000     
   Amortization    (31,169)    
     
 
At the end of the period    1,540,788    1,218,497 
 
Less: Current liabilities    (10,036)   (19,907)
     
 
Long-term liabilities    1,530,752    1,198,590 
     

47


16 Taxes and contributions payable – Long-term liabilities

        Jun/05    Mar/05 
       
 
IPI credits offset             
   IPI – export credit    (i)   482,924    472,447 
   IPI – zero rate    (ii)   291,047    282,138 
   IPI – consumable materials and property, plant             
        and equipment        36,018    35,183 
 
Other taxes and contributions payable             
   PIS/COFINS - Law 9,718/98    (iii)   279,336    302,587 
   Education contribution, SAT and INSS        30,843    30,055 
   PAES-Law 10,684/03    (iv)   46,428    48,067 
   Other        2,270    2,271 
       
 
        1,168,866    1,172,748 
       

The Company has brought suit against some changes in Brazilian tax law, defending – among other claims – its entitlement to Manufactured Products Tax (IPI) credits originating from the purchase of goods and from product exports. As for contingent IPI credits, which had been offset against several federal tax debts, the Company posted them as liabilities to avoid contingent gains, and provided for interest on these liabilities at the SELIC benchmark rate. The Company has not recorded tax credits that may be viewed as realizable contingent assets.

48


(i) IPI Tax credit on exports (Crédito-Prêmio)

This refers to lawsuits for court recognition of the IPI credit ("crédito-prêmio") introduced by Decree-law 491/69 as an incentive to manufactured product exports.

The Company and absorbed company Nitrocarbono filed a motion for writ of mandamus in September 2003, and the resulting court decision granted an entitlement to these credits for a five-year period preceding the filing date, which may be offset against all taxes administered by the Federal Revenue Office. The Federal Government lodged an appeal, which is pending judgment by the TRF, 1st Circuit.

OPP Química obtained a court decision holding the case partially valid, authorizing this absorbed company to offset such tax credit against federal tax debts for the units located in Rio Grande do Sul. This decision was overturned by the TRF, 4th Circuit. Special and extraordinary appeals were then lodged by the Company, and are pending judgment by the Superior Court of Justice (STJ) and the Federal Supreme Court (STF), respectively.

Absorbed company Trikem, in its São Paulo unit, filed a motion for writ of mandamus on these same grounds. This case is pending judgment by first-instance courts.

Absorbed companies OPP Química and Trikem, in their Bahia industrial units, filed a civil action on these same grounds. The case was held invalid, and the Company appealed this unfavorable decision. This appeal is pending judgment by the TRF, 1st Circuit.

Absorbed company Trikem, in its Alagoas units, filed a motion for writ of mandamus over this same matter. A mandamus was granted and entitlement to this tax credit on exports was granted for a 10-year period prior to the filing date. The TRF, 5th Circuit upheld this favorable decision, but reduced this time span to five years. Special and extraordinary appeals lodged against this ruling are pending judgment by the STJ and STF, respectively.

The outside legal counsel of the Company believe that the chances of success with respect to the IPI tax credit ("crédito-prêmio") itself and the effects of monetary restatement (recovery of understated inflation indexes, monetary restatement and accrual of the SELIC benchmark rate) are good, despite the unfavorable rulings recently rendered by the STJ.

49


(ii) IPI – Zero Rate

The incorporated companies OPP Química and Trikem have filed legal actions in the States of São Paulo, Bahia and Alagoas, claiming IPI tax credits from the purchase of raw materials and inputs that are exempt, non-taxed or taxed at a zero rate.

An injunctive relief was denied to the lawsuit underway in São Paulo, but the TRF, 3rd Circuit granted staying effects and recognized the Company’s entitlement to said tax credit. A first-instance decision is pending.

The TRF, 1st Circuit found for the lawsuit lodged in Bahia, and the Federal Government filed special and extraordinary appeals against such decision. The special appeal was not accepted cognized by both the TRF and the STJ, and the extraordinary appeal is pending judgment by the STF.

Finally, the Alagoas case was held valid by the TRF, 5th Circuit, but a formal defect in this judgment caused the STJ to remand the case to the TRF for the correction of this defect. The case is at the STJ pending judgment on the Company’s motion to clarify.

(iii) PIS/COFINS - Law 9,718/98

The Company has brought a number of lawsuits to challenge the constitutionality of the changes deriving from Law 9,718/98, which, in practice, increased the value of PIS and COFINS contributions as from February 1999, as described below:

•  COFINS – Its rate escalated from 2% to 3%, and the tax base was expanded to reach nearly every corporate income beyond the sale of goods and services; 
 
•  PIS – expansion of the tax base as in COFINS. 

50


As for the period after December 2002 (when Law 10,637/02 came into effect), all discussions over the constitutionality of the PIS tax base (Law 9,718/98) became void, due to the new non-cumulative system adopted for this tax. Similarly, after February 2004, when Law 10,833/03 came into force, the discussions over the COFINS tax base became void as well. As from such dates, the Company started paying these contributions as prescribed by proper legislation, without prejudice to claims related to past periods.

As court disputes still hold valid for the period while Law 9,718/98 was in effect, the status of each case is as follows:

. The Company brought a lawsuit alleging that the COFINS tax base expansion in March 1999 was unconstitutional. An injunctive relief only authorized a judicial deposit of the amount under dispute. A writ of mandamus was eventually granted, but the TRF, 1st Circuit overturned the first-instance decision. The Company lodged an extraordinary appeal, which is pending judgment by the STF. Judicial deposits relating to the COFINS tax base expansion were made up to January 2004 amounting to R$ 39,085.

. The Company filed a motion for writ of mandamus challenging the constitutionality of the PIS tax base expansion in March 1999. A writ of mandamus was issued, but the TRF, 1st Circuit overturned this decision. The Company lodged an extraordinary appeal with the STF. As this appeal was not cognized by the TRF, 1st Circuit, the Company lodged an interlocutory appeal that is pending judgment by the STF.

. The Company filed a lawsuit for non-payment of COFINS at a rate of 3%, in October 2001. A writ of mandamus was rejected, and the Company appealed this decision, which is pending judgment by the TRF, 1st Circuit.

. Absorbed companies OPP Química and Trikem brought a lawsuit together with other companies, challenging the lawfulness and constitutionality of the COFINS tax base expansion. This case was held valid, and the Federal Government appealed this decision. The case is pending judgment by the TRF, 1st Circuit. In August 2003, absorbed company Trikem opted for voluntary dismissal of the case as regards the tax rate increase, and qualified for PAES (Note 16(iv)) for payment of its tax liabilities in installments.

51


. Absorbed companies OPP Química and Trikem, along with other companies, filed a motion for writ of mandamus challenging the lawfulness and constitutionality of the PIS tax base expansion in July 1999. A writ of mandamus was entered, but the TRF, 1st Circuit overturned this decision. An extraordinary appeal lodged against this ruling is pending judgment by the STF. After distribution of the extraordinary appeal, an incidental motion for writ of prevention was lodged at the STF to stay payment of PIS at the expanded tax base. The writ of prevention was granted, and the extraordinary appeal is pending judgment.

Based on those court orders, OPP Química was released from paying or depositing any amounts relating to the tax increases introduced by Law 9,718/98 up to its merger into the Company. Besides the increase in the COFINS rate, in which there was a motion for partial voluntary dismissal of the action, absorbed company Trikem is in the same situation as OPP Química.

Finally, it should be noted that the Full Bench of STF restarted its judgment on the COFINS tax base increase introduced by Law 9,718/98, and the chances of success have substantially improved after the favorable opinions cast by the STF justices so far.

(iv) Special Installment Program (PAES) - Law 10,684/03

Federal Law No. 10,684 was published on May 30, 2003, instituting the PAES program which offers taxpayers that are delinquent with the Federal Revenue Office or the National Treasury Attorney’s Office (whether past-due tax liabilities have already been acknowledged or are being challenged in court) the possibility of paying their overdue debts as at February 28, 2003 in up to 180 monthly successive installments.

Among other benefits, this legislation provides for a 50% reduction in the default fine as well as the adoption of the Long-Term Interest Rate (TJLP) for restatement of installments (replacing the SELIC rate, which is usually higher).

52


In August 2003, absorbed company Trikem opted to file for voluntary dismissal of its lawsuit against the COFINS rate increase, thus qualifying for the more favorable payment conditions under the PAES program. The amount due is being paid in 120 monthly installments, and this option was confirmed upon payment of the first installment on August 31, 2003. On June 30, 2005 the outstanding debt is R$ 53,529, being R$ 7,101 in current liabilities and R$ 46,428 in long-term liabilities (March 31, 2005 – R$ 54,622, being R$ 6,555 in current liabilities and R$ 48,067 in long-term liabilities).

18 Income tax and social contribution on net income

(b) Current taxes

    Jun/05    Jun/04 
     
 
Income (loss) before income tax    801,461    (280,652)
     
 
Adjustments to income (loss) for the period         
 Permanent additions    21,441    8,039 
 Temporary additions    132,327    131,892 
 Permanent exclusions    (99,103)   (119,257)
 Temporary exclusions    (547,440)   (50,076)
     
 
Taxable income (loss) before offset of tax losses    308,686    (310,054)
 Offset of tax losses (30%)   (92,606)    
     
 
Taxable income (loss) for the period    216,080    (310,054)
     
 
Income tax (15%) and additional (10%)   54,008     
 
Income tax expenses from changes in net assets         
derived from the merger of:         
 Trikem        1,283 
 Other    (273)   8,156 
     
 
    (273)   9,439 
     
 
Income tax expense    53,735    9,439 
     

From the income tax expense, R$ 46,381 is covered by the exemption/ reduction benefit (Note 18(a)) (1st half of 2004 - R$ 427).

53


(b) Deferred income tax

(i) Composition of deferred income tax

In accordance with the requirements of CVM Deliberation 273/98, which approves IBRACON pronouncement on the recognition of income tax, as well as CVM Instruction 371/02, the Company records the following deferred income tax balances:

Breakdown of deferred income tax:    Jun/05    Mar/05 
     
 
Tax losses for offset    446,520    459,642 
Goodwill amortized in books on investments in         
   merged companies    159,960    164,358 
Goodwill amortized in books on permanent investments    620,588    668,655 
Temporarily nondeductible expenses    1,213,616    1,241,131 
     
 
Calculation basis of deferred income tax assets    2,440,684    2,533,786 
     
 
Deferred income tax determined (25%)   610,171    633,447 
 
Unrecorded portion of deferred income tax assets    (343,745)   (353,052)
     
 
Deferred income tax assets    266,426    280,395 
     
 
Changes:         
 
Opening balance for the period    301,527    301,527 
   Write-off of deferred income tax on tax losses    (23,309)   (20,032)
   Addition (write-off) of deferred income tax on amortized goodwill         
        on merged companies    (2,200)   (1,100)
   Deferred income tax on temporary provisions    (9,592)    
     
 
Closing balance for the period    266,426    280,395 
     
 
Deferred income tax liabilities:         
 
Opening balance for the period    (9,115)   (9,115)
Deferred income tax on unrealized         
   exchange variations    (85,122)    
Realization of deferred income tax    294    147 
     
 
Closing balance for the period    (93,943)   (8,968)
     
 
Deferred income tax in net income    (119,929)   (20,985)
     

54


Deferred income tax assets and liabilities, arising from tax losses and temporary differences, are recognized in the books taking into consideration the probable realization of these assets and liabilities, based on the projection of deferred income prepared based on internal assumptions and future economic scenarios which therefore may change.

(ii) Estimated deferred income tax assets realization period

In addition to the positive results arising from the corporate restructuring (Note 1(b), the Company prepared, for the base date December 31, 2004, the plan with the expected future taxable income based on projections and feasibility studies essentially based on price, exchange rate, interest rate, market growth assumptions, as well as other variables relevant to the Company's performance, considered in the Company’s business plan which points out the following estimates, as realization of deferred income tax assets on tax losses and temporary differences:

Expected annual realization of deferred income tax on tax losses:

2005    95,860 
2006    39,078 
   
 
    134,938 
   

Expected realization of deferred income tax on temporary differences:

Based on taxable income generation projections, calculated for the base date December 31, 2004, the realization estimate of deferred income tax assets balance related to goodwill amortized in the books on investments in merged companies, considering the tax realization projection over ten years, will be as follows:

55


2005    4,383 
2006    4,383 
2007    4,383 
2008    4,383 
2009    4,935 
2010    4,935 
2011    4,906 
2012    2,623 
2013    1,055 
2014    1,054 
   
 
    37,040 
   

The portion of goodwill on investments in merged companies amortized in the books, the realization of which will be made over a period greater than 10 years (December 31, 2004 - R$ 20,596), as well as goodwill amortized in the books on permanent investments (December 31, 2004 - R$ 629,572) was not considered in the recognition of deferred income tax assets, the tax realization of which over the coming ten years is uncertain.

As regards temporarily nondeductible expenses, deferred income tax was recognized only on expenses recorded with respect to taxes challenged in courts (December 31, 2004 - R$ 253,542) and other operating nondeductible provisions (December 31, 2004 - R$ 264,654). The nondeductible provisions recorded on permanent investments and other provisions (December 31, 2004 - R$ 742,822), the tax realization of which over the coming ten years is uncertain, were not considered in the calculation basis of deferred income tax assets. It is estimated that the balance of deferred income tax arising from other temporary provisions (December 31, 2004 - R$ 129,549) will be realized within up to ten years, also based on Company projections and the expected outcome of tax matters being discussed in courts.

It should also be pointed out that the assets recorded are limited to amounts the offset of which is supported by taxable income projections, brought to present value, realized by the Company within up to ten years, also considering the limitation of the offset of tax losses to 30% of income for the year before income tax and income tax exemption and income tax reduction benefits.

56


As the income tax taxable basis does not arise only from the income that can be generated but also untaxed revenues, nondeductible expenses, tax incentives, and other variables, there is no direct relation between the Company’s net income and income tax results. Accordingly, the expected use of tax credits must not be taken as an indication of the Company’s future net income.

(iii) Deferred income tax on exchange variations

Pursuant to Article 30 of Provisional Measure 2,158-35/00, the Company records taxes on exchange variations on credit rights and liabilities in foreign currency on the cash basis.

(c) Social Contribution of net income (CSL)

In view of the discussions over the constitutionality of Law 7,689/88, the Company and its absorbed companies OPP Química and Trikem filed a civil lawsuit against payment of CSL.

The TRF, 1st Circuit had expressly recognized the unconstitutionality of this tax, and the decisions favorable to the Company and its absorbed companies became final and conclusive. However, the Federal Government filed a rescission action against the decisions on the Company’s and Trikem’s lawsuits, on the argument that – after the final decision favorable to those companies – the Full Bench of STF declared the constitutionality of this tax except for 1988. As the Federal Government did not file a rescission action in the case of OPP Química, the first final and conclusive decision remained in force.

The rescission action filed by the Federal Government was held valid in the first and second instances, but tax payments are still on hold. Currently, appeals to the rescission action are pending judgment by the STF and STJ .

Based on the referred STF decision, the Federal Revenue Office has issued tax infraction notices against the Company and its absorbed companies, and administrative defenses have been filed against such notices.

57


Based on the opinion of its outside legal counsel, the Company believes that the following is likely to occur: (i) the courts will eventually release the Company from paying this tax; and (ii) even if the rescission action is held valid, it cannot be applied retrospectively to enactment of the law, the reason why the Company has created no provisions for this tax.

If retrospective collection is required (contrary to the opinion of the Company’s outside legal counsel), the Company believes that the possibility of imposing a fine is remote. Accordingly, the amount payable, restated based on Brazil’s SELIC benchmark rate, would be R$ 552,000 (March 31, 2005 – R$ 534,000), net of fine.

18 Tax incentives

(a) Corporate income tax (IRPF)

From calendar year 2002 through 2011, the Company is entitled to reduce by 75% the income tax on the profit from the sale of basic petrochemicals and utilities. The polyethylene and PVC plants at Camaçari are entitled to this same tax benefit up to 2011 and 2013, respectively. The PVC plant in Alagoas is exempt from income tax on the results of its industrial operations until 2008.

Productions of caustic soda, chloride and ethylene dichloride enjoy the benefit of the decrease of 75% of the income tax rate, up to 2012.

At the end of each year, in the case of taxable profit resulting from the benefited operations, the amount of the income tax exemption or reduction is credited to a capital reserve, which can only be used to increase capital or absorb losses. For the 1st half of 2005, the incentive covered R$ 46,381 (1st half of 2004 – R$ 427) of the income tax payable by the Company.

On 14, December 2004, the Board of Directors approved the appropriation of R$ 463,281 from the tax incentive reserve to absorb accumulated losses.

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(b) Value-added tax (ICMS)

The Company has ICMS tax incentives granted by the State of Rio Grande do Sul, through the Company Operation Fund - FUNDOPEM, with the purpose of fostering the implementation and expansion of industrial facilities in the State. This incentive is determined based on approved projects and percentages of the amounts of tax payments expected. The amount for the first half of 2005 was R$ 1,180 (no incentive was calculated for the first half of 2004).

19 Shareholders’ equity

(a) Capital

At June 30, 2005, subscribed and paid-up capital is R$ 3,402,968 and comprises 120,860,099 common, 240,860,206 Class A preference and 803,366 Class B preference shares, all nominative and with no par value. On that date, authorized capital comprised 488,000,000 shares, of which 175,680,000 are common, 307,440,000 are Class A preference, and 4,880,000 are Class B preference shares.

In January 2004, due to the merger of Trikem (Note 1(b)), capital was increased by R$ 304,596, through the issue of 8,136,165,484 Class A preference shares, totaling R$ 2,192,018.

In September 2004, in accordance with the Global Offer (Note 1(c)), the Company increased its capital in the amount of R$ 1,210,950, through the issue of 13,455,000,000 Class A preference shares, at the price of R$ 90.00 per thousand shares in Brazil and US$ 31.38 overseas. Accordingly, capital totaled R$ 3,402,968.

On January 15, 2004, in order to maintain the minimum limit related to the proportion between common and preference shares, in accordance with Brazilian Corporate Law, before the merger of Trikem, the conversion of 121,948,261 Class A preference shares into common shares was approved at the Extraordinary General Meeting. Accordingly, on September 17, 2004, before the conpletion of the Global Offer, the conversion of 4,484,963,007 Class A preference shares into common shares was approved at the Extraordinary General Meeting.

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From September 2004 to March 2005, in accordance with Article 6 of the by-laws, the conversion of 28,313,178 Class B preference shares into 14,156,589 Class A preference shares was carried out. Accordingly, at March 31, 2005, before the approval of the reverse split (Note 1(d)), capital comprised 30,215,024,848 common shares, 60,215,051,485 Class A preference shares and 200,841,622 Class B preference shares.

For the period ended June 30, 2004, earnings (loss) per share was determined based on the total number of shares then issued. Taking into consideration the share reverse split approved on March 31, 2005, loss per share would be R$ 0,9386.

(b) Share rights

Preference shares are not convertible into common shares and do not carry voting rights, but they have priority to a minimum non-cumulative annual dividend of 6%, depending on the availability of income for distribution. Only Class A preference shares have equal participation with the common shares in the remaining income, and this right exists only after the payment of dividends to the holders of preference shares. Class A preference shares also have equal rights with the common shares to receive stock dividends arising from the capitalization of other reserves. Class B preference shares, subsequent to the expiration of the period of non-transferability established in special legislation, may be converted into Class A preference shares at any time, at the ratio of two Class B preference shares for one Class A preference share.

In the event of liquidation of the Company, the Class A and B preference shares have priority to capital reimbursement.

All shareholders are assured an annual dividend of not less than 25% of the net income of each year, calculated in accordance with Brazilian Corporate Law.

As set forth in the Memorandum of Understanding and Shareholders' Agreement, the Company must distribute dividends of a percentage not less than 50% of available net income of each year, as long as the remaining reserves are sufficient to support efficient operations and business development.

Pursuant to the Eurobonds and MTN contract terms (Notes 14(a) and (c)), the payment of dividends, interest on capital or any other profit sharing amounts is limited to 50% of net income for the year, or 6% of the face value of Class A and B preference shares, whichever is higher.

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(c) Treasury shares

At the end of the period, treasury stock comprised 467,347 class A preference shares.

(d) Appropriation of net income

In accordance with the Company’s by-laws, net income for the year, adjusted as provided by Law 6.404/76, will be appropriated as follows: (i) 5% for constitution of the legal reserve, not exceeding 20% of capital; (ii) 25% for payment of non-cumulative mandatory dividends, observing the legal and statutory advantages of the preference shares. When the priority dividend amount paid to the preference shares is equal to or higher than 25% of the net income for the year, calculated in accordance with Article 202 of Brazilian Corporate Law, the full payment of the mandatory dividend is carried out. If there is a remaining mandatory dividend after the payment of the priority dividend, it will be used as follows: i) in the payment to common shares of a dividend up to the limit of the priority dividend of preference shares; ii) if there is a remaining balance in the distribution of an additional dividend to common shares and Class A preference shares, under the same conditions, so as each common share or preference share of this class receives the same dividend.

At the Ordinary General Meeting held on March 31, 2005, the appropriation of R$ 204,178 of net income for the year was approved, as follows: (i) R$ 170,000 distributed as interest on capital as approved by the Administrative Council meeting held on December 14, 2004 and by the Board of Directors’ meeting held on December 31, 2004; and (ii) R$ 34,178 as dividends. The payment of interest on capital and dividends started on April 12, 2005.

Interest on capital was determined based on the shareholding position at December 31, 2004, applying such amount to priority and manadatory dividends for 2004, as prescribed by Law 9,249/95 and Article 44, § 6 of the by-laws.

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(e) Statement of changes in shareholders’ equity

        Capital reserves    Revenue reserves        Retained     
             
                            earnings     
        Tax            Retention    Treasury    (accumulated     
    Capital    incentives    Other    Legal    of profits    shares    deficit)   Total 
                 
 
 
January 1, 2005    3,402,968    344,225    557    34,634    454,551    (1,905)       4,235,030 
 
Tax incentives        47,561                        47,561 
Net income for the period                            627,797    627,797 
                 
 
June 30, 2005    3,402,968    391,786    557    34,634    454,551    (1,905)   627,797    4,910,388 
                 

20 Contingencies

(a) Collective bargaining agreement

The Petrochemical, Plastics, Chemicals and Related Companies Employees Union in the State of Bahia (SINDIQU¥MICA) and the Employers’ Association of the Petrochemical and Synthetic Resins Industries in the State of Bahia (SINPEQ) are disputing in court the validity of a wage and salary indexation clause contained in the collective bargaining agreement ("convenção coletiva de trabalho"), given the matter of public policy involved, namely, the adoption of an economic plan in 1990 that put a limit on wage adjustments. The Company ran plants in the region in 1990, and is a member of SINPEQ. The employees’ labor union seeks retrospective adjustment of wages and salaries. In December 2002, the STF entertained an appeal from SINPEQ and affirmed an erstwhile decision from the Superior Labor Court (TST), determining that an economic policy legislation should prevail over collective bargaining agreements and, as such, no adjustment was due. SINDIQUIMICA appealed this decision. In June 2003, after two STF justices had rendered an unfavorable opinion, judgment was suspended. It was reinstated in May 31, 2005, when the appeal was rejected by unanimous opinion. This decision is pending publication.

Based on the opinion of the Company’s outside legal counsel, Management believes in a favorable outcome for the companies, and no amount was thus provided for in connection with this case.

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(b) Preference shareholders

Some holders of Class “B” preferred shares issued by the Company under a tax incentive program claim that they are entitled to profit distribution on a par with the holders of common and Class “A” preferred shares. One of these lawsuits was found against the Company, which prompted Braskem to file a rescission action to vacate such unfavorable ruling; as a result, the courts entered an injunctive relief staying the enforcement of this award until a final and conclusive decision was eventually rendered in the rescission action. On December 11, 2003, the Bahia State Court of Justice held Braskem’s rescission action fully valid, vacating the erstwhile judgment handed down by this same court and rejecting the pleadings of shareholders on account of an express breach of special laws. In June 2004, the shareholders filed a special appeal ("recurso especial") at the Superior Court of Justice (STJ), but it was not cognized by resolution of the Chief Justice of the Bahia State Court of Justice in November 2004; as a result, the shareholders appealed this decision once again at the STJ. In June 2005, a decision not accepting of the shareholders’ appeal was published, and this new decision was also appealed. The Company’s legal counsel believes that the chances of success in this case are high, notably because the Company’s stance is backed by legal opinions from renowned jurists and by court rulings on this specific issue.

(c) Other litigation of the Company

The Company figures as defendant in civil lawsuits filed by a former caustic soda distributor, totaling R$ 172,890 on June 30, 2005 (March 31, 2005 - R$ 170,701). This former distributor seeks redress of damages caused by the Company’s alleged non-fulfillment of the distributor agreement. In reliance on the opinion of outside legal counsel sponsoring the Company in these lawsuits, the Management believes that the cases are likely to be rejected, and for this reason the respective sums have not been provided for.

In the 2nd trimester of 2005, the Petrochemical and Chemicals Companies Employees Union in Triunfo (RS) and Camaçari (BA) lodged labor actions claiming overtime payment. On those lawsuits it has been filed the proper defense and the Management does not expect any loss by the end of its judgment.

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As of June 30, 2005, the Company figures as respondent in approximately 1,210 labor claims, including those mentioned above, totaling circa R$ 126,618 (March 31, 2005 - R$ 53,645). Based on the opinion of outside legal counsel, most of these labor claims are likely to be held favorably to the Company and, for this reason, no amounts were provided for in this respect. The cases labeled as a probable loss have been provided for at R$ 7,930 by the Company.

21 Financial instruments

(a) Risk management

Since the Company operates in the national and international markets, obtaining funds for its operations and investments, it is exposed to market risks mainly arising from changes in the foreign exchange and interest rates. The bank accounts, financial investments and other accounts receivable are subject to credit risk. The Company has developed policies and procedures for risk evaluation, report preparation and mathematical models for the monitoring of these risks and possible use of derivatives to decrease these risks.

To cover the exposure to market risk, the Company utilizes various types of currency hedges, some involving the use of cash and others not. The most common types which use cash, as adopted by the Company, are financial applications abroad (Certificates of deposit, securities in U.S. dollars, foreign mutual funds, time deposits and overnight deposits) and put and call options. The types of currency hedge which do not involve the use of cash are swaps of foreign currency for CDI and forwards.

To hedge its exposure to exchange and interest risks arising from loan and financing agreements, the Company adopted, at December 31, 2001, the following methodology: hedging of the principal and interest (on a consolidated basis), falling due in the next 12 months in, at least, (i) 60% of the debt linked to exports (trade finance), except for Advances on Exchange Contracts ("ACCs") of up to six months and Advances on Export Contracts ("ACEs"); and (ii) 75% of the debt not linked to exports (non-trade finance).

(b) Exposure to foreign exchange risks

The Company has long-term loans and financing to finance its operations, including cash flows and project financing. Part of the long-term loans is denominated in foreign currencies (Note 14).

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(c) Exposure to interest rate risks

The Company is exposed to interest rate risks on its debt. The debt in foreign currency, bearing floating interest rates, is mainly subject to LIBOR variation, while the domestic debt, bearing floating interest rates, is mainly subject to fluctuations in the Long-term Interest Rate (TJLP) and the Interbank Deposit Certificate (CDI) rate and IGPM inflation index.

(d) Exposure to commodities risks

The Company is exposed to fluctuations in the price of several petrochemical commodities, especially its main raw material, naphtha. Since the Company seeks to transfer to its own selling prices the effect of price changes in its raw material, arising from changes in the naphtha international quotation, no financial instruments were used to hedge the prices of this commodity, nor for the other petrochemical commodities sold by Braskem.

(e) Exposure to credit risk

The operations that subject the Company to concentration of credit risk are mainly bank accounts, financial investments and other accounts receivable, exposing the Company to the risk of the financial institution involved. In order to manage the credit risk, the Company keeps its bank accounts and financial investments with large financial institutions.

In relation to customer credit risk, the Company protects itself by performing detailed analyses before granting credit and by obtaining real and personal guarantees, when necessary.

(f) Market value

To determine the estimated market value of financial instruments, the Company uses reserve transaction quotations or public information available in the financial market, as well as valuation methodologies generally accepted and utilized by counterparties. These estimates do not necessarily guarantee that such operations could be realized in the market at the indicated amounts. The use of different market information and/or valuation methodologies could have a significant effect on the estimated market value.

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22 Financial income (expenses)

    Jun/05    Jun/04 
     
 
Financial income (expenses)        
Interest income    53,689    85,844 
Exchange variation results, net    370,016    (425,195)
Interest on financing/vendor    (239,364)   (361,431)
Financing monetary variation    (112,937)   (231,769)
Monetary and interest variation on taxes and suppliers    (72,465)   (50,437)
Taxes on financial transactions    (49,091)   (64,687)
Financial rebates    (12,327)   (17,393)
Other    (6,692)   7,169 
     
 
    (69,171)   (1,057,899)
     

23 Other operating income (expenses), net

    Jun/05    Jun/04 
     
 
Income (expenses)        
   Rental of installations    12,938    9,976 
   Sale of sundry materials    5,290    11,926 
   Other operating income (expenses), net    1,912    3,324 
     
 
    20,140    25,226 
     

24 Insurance Coverage

The Company has a broadly-based risk management program designed to provide cover and protection for all assets, as well as possible losses caused by production stoppages, through an "all risks" insurance policy. This policy establishes the amount for maximum probable damage, considered sufficient to cover possible losses, taking into account the nature of the Company’s activities and the advice of insurance consultants. At June 30, 2005, insurance coverage for inventories, property, plant and equipment, and loss of profits of the Company amounts to R$ 4,457,773 per claim, while the total of insured assets amounts to R$ 10,160,217.

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25 Shares Traded Abroad - NYSE and LATIBEX

(a) American Depositary Shares (ADS) Program

The Company's ADSs are traded on the New York Stock Exchange (NYSE) with the following characteristics:

. Type of shares: Class A preference.
. Each ADS represents 2 shares, traded under the symbol “BAK”.
. Foreign Depositary Bank: The Bank of New York (“BONY”) – New York branch.
. Brazilian Custodian Bank: Banco Itaú S.A.

(b) LATIBEX

The Company's Class A preference shares are traded on LATIBEX, the market for Latin American Companies quoted in Euros at the Madrid Stock Exchange. The shares are traded under the symbol "XBRK" and the Brazilian Custodian Bank is Itaú S.A. LATIBEX has adjusted and altered the process for quotation and trading to comply with the new standards that adopted by Bovespa. Accordingly, as from May 16, 2005, the shares will be traded in units.

26 Private pension plans

The actuarial obligations relating to the pension and retirement plans are accrued in conformity with the procedures established by CVM Deliberation 371 of December 13, 2000.

The formation of Braskem involved the integration of six sponsoring companies and three different pension plans managed by Fundação PETROBRAS de Seguridade Social - PETROS ("PETROS"), PREVINOR - Associação de Previdência Privada ("PREVINOR") and ODEPREV - Odebrecht Previdência ("ODEPREV"). In addition to sponrosing different private pension plans, the Company has approximately 800 employees who do not participate in company-sponsored pension plans, as no new benefits were granted to employees since the inception of the Company.

Management ceased to provide benefits to new employees in order to devise a single, legitimate solution for all participants, with a view to protecting the plan participants’ financial assets.

Experts engaged by the Company recommended the following solution, currently in the implementation stage:

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· Set up ODEPREV as the sole supplementary pension plan sponsored by the Company, available to all employees, at their option;

· Offer to those employees who do not participate in PETROS and PREVINOR plans the option to participate in ODEPREV, retroactively to August 16, 2002.

In early June 2005, the Company communicated to PETROS and PREVINOR its intended withdrawal as a sponsor effective June 30, 2005. As a result, the entities must prepare the actuarial calculations required to define participants reserves and any amounts to be contributed by the Company in order to settle prior pension plan commitments. Following the completion of actuarial calculations, the proposed withdrawal as a sponsor will be submitted to the approval of the National Superintendency for Supplementary Pension Plans (PREVIC), a Social Security Ministry department in charge of regulating and inspecting private pension plans.

Benefits to retired employees and pensioners will continue to be paid on a regular basis up to completion of the process.

(a) ODEPREV

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

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The Board of Trustees of ODEPREV defines each year, in advance, the parameters for contributions to be made by the participants and the sponsoring companies. With regard to the payment of benefits under the Optional Plan, the obligation of ODEPREV is limited to the total value of the quotas held by its participants and, to comply with the regulations for a defined-contribution plan, it will not be able to require any obligation or responsibility on the part of the sponsoring company to assure minimum levels of benefits to the participants who retire.

Currently, the active participants in ODEPREV total 1,114 (March 31, 2005 – 1,122).

During the first half of 2005, sponsor’s and employees’ contributions amounted to R$ 2,923 (1st half of 2004 - R$ 2,177), and R$ 4,149 (1st half of 2004 - R$ 2,423), respectively.

(b) PETROS

Until June 30, 2005, the Company had a defined benefit plan for former COPENE and CQR – Companhia Química do Recôncavo employees. The plan was managed by PETROS and its main objectives were to: (i) supplement retirement benefits provided by the Government, and (ii) implement social assistance programs with the support of the sponsoring companies. The sponsoring companies and their employees pay monthly contributions to PETROS based on the employees' compensation.

In accordance with CVM Deliberation 371/2000, which approved NPC 26 of IBRACON - "Accounting for Employee Benefits", this pension plan was recently subject to an actuarial valuation in November 30, 2004. This actuarial valuation showed that the present value of liabilities exceeds the fair value of the plan assets by R$ 58,606. This amount is recorded in long-term liabilities under "Private pension plans”.

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The amounts determined as of November 30, 2004 are as follows:

1 Present value of actuarial obligation at the end of the period     
   Benefits to be granted (active employees)   96,279 
   Benefits granted (retired employees and pensioners)   236,700 
   
 
    332,979 
2 Fair value of plan assets at the end of the period    277,646 
   
 
3 Present value of obligations in excess of assets (1) - (2)   55,333 
 
4 Unrecognized net actuarial gain    3,273 
   
 
Net actuarial liability (3) + (4)   58,606 
   
 
Net expenses for the next 12 months     
   Service cost    7,279 
   Interest cost – benefits to be granted (active employees)   10,880 
   Interest cost – benefits granted (retired employees and pensioners)   25,610 
   Expected return of plan assets    (30,789)
   Expected contributions of participants    (3,947)
   
 
    9,033 
   

Currently, the active and inactive participants in PETROS are as follows:

    Jun/05    Mar/05 
     
 
Active    743    755 
Inactive    795    793 
     
 
Total participants    1,538    1,548 
     

Based on the actuarial report, additional information on the pension plan managed by PETROS is as follows:

Type of plan    Defined benefit 
   
 
Method of actuarial valuation    All regulatory benefits 
Mortality table    GAM-71 
Disability    Álvaro Vindas 
Discount rate applied to the actuarial obligations    6% p.a. 
Rate of return expected on plan assets    6% p.a. 

During the first half of 2005, sponsor’s and participants’ contributions to the plan totaled R$ 2,841 (1st half of 2004 - R$ 3,009), and R$ 1,791 (1st half of 2004 - R$ 1,849), respectively.

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(c) PREVINOR

Until June 30, 2005, the Company had a defined contribution plan from employees from Nitrocarbono S.A. (“Nitrocarbono”) and Proppet S.A. (“Proppet”), managed by PREVINOR.

The principal objective of PREVINOR is to supplement retirement benefits provided by the Government. For this purpose, PREVINOR receives monthly contributions from the sponsors and participants, calculated actuarially based on the employees' monthly compensation.

In conformity with CVM Deliberation 371/2000, which approved NPC 26 of IBRACON - "Accounting for Employee Benefits", the pension plan sponsored by the Company was recently subject to an actuarial valuation in November 30, 2004. This actuarial valuation showed that the fair value of plan assets exceeds the present value of benefit liabilities by R$ 55. Since the rules of the defined-contribution plan do not state that this amount can be used to reduce future contributions of sponsors or be reimbursed, the Company did not record these assets.

Currently, the active and inactive participants in PREVINOR are as follows:

    Jun/05    Mar/05 
     
 
Active    235    240 
Inactive    26    27 
     
 
Total participants    261    267 
     

During the first half of 2005, sponsor’s and participants’ contributions to the plan totaled R$ 621 (1st half of 2004 - R$ 529), and R$ 354 (1st half of 2004- R$ 296), respectively.

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27 Raw material purchase commitments

At June 30, 2005, the Company has contractual commitments with Petrobras and Copesul to purchase raw material in the form of contracted demand. Based on these contracts and the average purchase prices for the raw materials in June 2005, these contractual commitments are estimated at R$ 16,826,830, as follows:

Year        Tons    R$ 
     
 
2005        1,807,100    2,305,412 
2006        3,614,200    4,610,824 
2007        3,437,600    4,170,135 
2008        3,261,000    3,729,445 
2009 and thereafter        796,500    2,011,014 
       
 
        12,916,400    16,826,830 
       

In addition to this, the Company has contracts for consumption of electric energy for its industrial plants located in the States of Alagoas, Bahia and Rio Grande do Sul. The minimum contractual commitment for consumption amounts to approximately R$ 102,300. 

*           *           *

 

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Supplementary information

Statement of cash flows for the first semester of 2005 and 2004,

        Parent company        Consolidated 
     
 
    Jun/05    Jun/04    Jun/05    Jun/04 
         
 
Net income (loss) for the period    627,797    (289,796)   633,765    (295,161)
Adjustments to net income (loss) reconciliation                 
   Depreciation, amortization and depletion    408,171    330,749    443,229    363,142 
   Amortization of goodwill (negative goodwill), net    83,755    108,619    76,135    76,370 
   Interests in subsidiary and associated companies    (73,056)   (102,547)   (17,383)   (8,226)
   Reversal (provision) for loss on investments    (44,711)   (19,457)       (2)
   Tax incentives            (18,654)   (21,290)
   Exchange variation on investments    (22,623)   24,481    (11,641)   14,627 
   Gains (losses) on interests in investments and other    2,293    (990)   1,788    (1,544)
   Gains (losses) on permanent asset disposals    12    (11)   1,272    481 
   Interest and monetary and exchange variations, net    (23,529)   940,089    (39,934)   977,261 
   Minority interest            637    12,805 
   Deferred income tax    119,929    (295)   119,706    (295)
   Other    5,152    (3,505)   2,494    (8,153)
         
 
    1,083,190    987,337    1,191,414    1,110,015 
 
Effect of mergers of investments      24,993         
 
Financial cash effects    125,011    62,780    119,835    84,112 
         
 
Cash generation before changes in                 
   operating working capital    1,208,203    1,075,110    1,311,249    1,194,127 
         
 
Changes in operationg working capital                 
   Trade accounts receivable    (18,921)   (79,496)   36,199    (292,975)
   Financial instruments        (4,056)       (4,075)
   Inventories    (26,693)   (139,891)   (32,076)   (162,125)
   Taxes recoverable    (80,618)   113,144    (92,114)   109,125 
   Prepaid expenses    19,543    48,448    19,529    49,840 
   Dividends receivables    151,276    49,176    9,133    1,075 
   Other receivables    (19,024)   (22,174)   (61,738)   (18,296)
   Suppliers    347,720    267,286    531,954    425,914 
   Taxes, charges and contributions    (17,766)   40,726    (15,314)   54,914 
   Tax incentives    47,561    427    66,400    23,306 
   Advances from customers    47,283    (28,783)   28,111    (142,432)
   Other payables    (66,529)   (232,231)   (40,511)   (225,064)
         
 
Operational cash generation before financial effects    1,592,035    1,087,686    1,760,822    1,013,334 
 
Exclusion of financial cash effects    (125,011)   (62,780)   (119,835)   (84,112)
         
 
Operational cash generation    1,467,024    1,024,906    1,640,987    929,222 
         

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    Parent company        Consolidated 
     
 
    Jun/05    Jun/04    Jun/05    Jun/04 
         
 
   Resources from the sale of investments        1,657        1,657 
   Changes in other investments        15,874        (76,452)
   Increase in investment    (117,240)   (14,787)   (15,841)   (14,880)
   Increase in property, plant and equipment    (210,828)   (90,807)   (242,769)   (114,110)
   Increase to deferred assets    (84,188)   (321,318)   (87,598)   (357,099)
         
 
Net cash used in investing activities    (412,256)   (409,381)   (346,206)   (560,884)
         
 
   Short-term debt                 
       Funds raised    160,844    1,147,334    395,074    1,370,222 
       Payments    (1,300,636)   (2,330,769)   (1,530,857)   (2,613,807)
   Long-term debt                 
       Funds raised    910,774    1,601,304    1,315,094    1,954,742 
       Payments            (21,991)   (5,624)
   Related parties                 
       Funds raised    252,860    (117,050)   1,885    31,790 
       Payments    (363,705)   (51,612)   (115,799)   (25,455)
   Dividends paid to shareholders and minority interest    (203,931)   (2)   (210,172)   95,661 
   Other            (11,218)   6,757 
         
 
Net cash provided by financing activities    (543,794)   249,205    (177,984)   814,286 
         
 
Increase (decrease) in cash and marketable securities    510,974    864,730    1,116,797    1,182,623 
         
 
 
Represented by                 
   Cash and marketable securities, at the beginning of the year    1,556,147    423,791    1,796,608    707,239 
   Cash and marketable securities, at the end of the period    2,067,121    1,288,521    2,913,405    1,889,862 
         
 
Increase (decrease) in cash and marketable securities    510,974    864,730    1,116,797    1,182,623 
         

74


SIGNATURES

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

Date: August 17, 2005

  BRASKEM S.A.
 
 
  By:      /s/      Paul Elie Altit
 
    Name: Paul Elie Altit
    Title: Chief Financial Officer