ULTRAPAR HOLDINGS INC

Foreign Filer Report • May 10, 2005

6-K 1 may0505_6k.htm

Form 6-K

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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

For the month of May, 2005

Commission File Number: 001-14950

| ULTRAPAR
HOLDINGS INC. (Translation
of Registrant’s Name into English) |
| --- |
| Avenida
Brigadeiro Luis Antonio, 1343, 9º Andar São Paulo, SP, Brazil 01317-910 (Address
of Principal Executive Offices) |

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

Form 20-F X Form 40-F

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

Yes No X

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

Yes No X

Indicate by check mark whether by furnishing the information contained in this Form, the Registrant 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): N/A

*********** MARKER PAGE="sheet: 1; page: 1"

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM		SEQUENTIAL PAGE NUMBER
1.	Information and
results for the first quarter 2005, May 04, 2005	3

*********** MARKER PAGE

ITEM 1

ULTRAPAR PARTICIPAÇÕES S.A. (BOVESPA:UGPA4/NYSE: UGP)

INFORMATION AND RESULTS FOR THE FIRST QUARTER 2005 (São Paulo, Brazil, May 4, 2005)

ULTRAPAR’S NET EARNINGS SOAR 60% IN THE FIRST QUARTER OF 2005 AS A RESULT OF NEW CONTRACTS / CLIENTS AND STRENGTH OF THE BRAZILIAN ECONOMY

| Ø | ULTRAPAR’S EBITDA
AMOUNTED TO R$ 168.2 MILLION IN 1Q05, AN INCREASE OF 23% COMPARED
TO THE SAME PERIOD OF LAST YEAR |
| --- | --- |
| Ø | NET EARNINGS IN 1Q05 AMOUNTED
TO R$ 100.8 MILLION, UP 60% COMPARED TO 1Q04 |

“It is with great satisfaction that we completed Ultrapar's share offering in the last few days, confirming our commitment to the capital markets, and today we announce 1Q05 results with a 60% increase in net earnings. The performance achieved in this quarter reflects our balanced business mix and their conduction in accordance with each individual pace. We continue to maintain consistent and growing earnings, benefiting from the new clients won and the growth in the Brazilian economy, although such growth was not as broad-based in this quarter.”

Paulo G. A. Cunha – CEO

Ultrapar Participações S.A. UGPA4 = R$ 42.98 / 1000 share UGP = US$ 15.96 / ADR (March 31, 2005)

• 4 -

*********** MARKER PAGE

1st Quarter 2005

Summary of the 1st Quarter 2005

Ultrapar, a company engaged in distribution of LPG (Ultragaz), production of chemicals (Oxiteno) and logistics services for chemical products and fuels (Ultracargo), hereby reports the following results for the first quarter of 2005:

| Economic-Financial
Data Ultrapar Consolidated | 1Q05 | | 1Q04 | 4 Q04 | Δ(%) 1Q05x1Q04 | | Δ(%) 1Q05x4Q04 | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net Sales and Services | 1,137 | | 1,051 | 1,220 | 8 | % | (7 | %) |
| Gross Profit | 259 | | 217 | 288 | 19 | % | (10 | %) |
| Operating Profit | 123 | | 94 | 142 | 31 | % | (13 | %) |
| EBITDA | 168 | | 137 | 186 | 23 | % | (10 | %) |
| Net Income | 101 | | 63 | 110 | 60 | % | (8 | %) |
| Earnings per 1000 shares | 1.31 | * | 0.91 | 1.57 | 45 | % | (17 | %) |
| Amounts in R$ million (except EPS) | | | | | | | | |
| * Calculated based on the weighted average of the number of shares outstanding during the period | | | | | | | | |
| Operational Data - Ultragaz | 1Q05 | | 1Q04 | 4 Q04 | Δ(%) 1Q05x1Q04 | | Δ(%) 1Q05x4Q04 | |
| Total Volume (‘000 tons) | 355 | | 372 | 380 | (4 | %) | (6 | %) |
| Bottled | 239 | | 254 | 258 | (6 | %) | (7 | %) |
| Bulk | 116 | | 118 | 122 | (2 | %) | (5 | %) |
| Operational Data - Oxiteno | 1Q05 | | 1Q04 | 4 Q04 | Δ(%) 1Q05x1Q04 | | Δ(%) 1Q05x4Q04 | |
| Total Volume (‘000 tons) | 120 | | 110 | 127 | 10 | % | (6 | %) |
| Sales in Brazil | 84 | | 77 | 92 | 9 | % | (9 | %) |
| Sales outside Brazil | 36 | | 33 | 35 | 11 | % | 4 | % |
| Operational Data - Ultracargo | 1Q05 | | 1Q04 | 4 Q04 | Δ(%) 1Q05x1Q04 | | Δ(%) 1Q05x4Q04 | |
| Effective Storage (‘000 m 3 ) 1 | 218 | | 200 | 208 | 9 | % | 5 | % |
| Effective Storage (‘000 m 2 ) 1 | 9.9 | | 5.2 | 8.4 | 92 | % | 18 | % |
| Total Kilometrage (million) | 12.8 | | 11.6 | 13.0 | 11 | % | (1 | %) |
| 1 Monthly average | | | | | | | | |

• 5 -

*********** MARKER PAGE

1st Quarter 2005

Highlights

| Ø | S&P
brAA+ rating – On
March 9, 2005, Standard & Poor’s Rating Services attributed
the corporate credit rating brAA+ to Ultrapar and to the company's
debenture issue. According to Standard & Poor’s, "Despite
the exposure of the group to the volatility in the local economy,
the “brAA+” rating
attributed to Ultrapar is one degree above the sovereign rating of “brAA” attributed to
the Brazilian Federal Republic. This fact is due, principally to
the combination of fundamentals within
the company’s business, with its solid financial position. The
fundamentals of Ultrapar's operations
are good when evaluated separately and extremely strong when looked
at in combination...”. |
| --- | --- |
| Ø | Debenture Issue – On
April 8, 2005, Ultrapar completed its first issue of debentures, for
the total amount of R$ 300 million
with a term of 3 years, at a rate of 102.5% of CDI, representing the lowest
cost for a corporate issue with same tenor by non-financial institutions
in the last 5 years. The proceeds
are expected to be used to retire shorter-term debt. |
| Ø | Secondary Offering
of Preferred Shares – On
April 12, 2005, the secondary offering of Ultrapar’s
preferred shares was priced at R$ 40.00/1000 shares (US$ 15.44/ADR).
The secondary offering totaled
approximately 7.9 billion shares and amounted to approximately R$ 314
million. In addition, on April 27, 2005, the Coordinators of the
offer exercised the over- allotment
option ( green shoe) in
full, corresponding to 15% of the secondary offering, through the
subscription of new preferred shares, increasing the company’s
total capital by R$ 47 million. As a result of this
operation, Ultrapar's free float increased from 26% of the company's total capital
to 39%, fostering the increase in Ultrapar's preferred shares liquidity,
so meeting the demands of the capital
markets. |

Ultrapar in the Macroeconomic Scenario

After ending 2004 with one of the most robust and broad-based growth performance in the last few years, the Brazilian economy showed more uneven pace in the first two months of 2005. The industrial sector reported growth of 5.2% in the two-month period, led by the automotive, electronics and communication equipment segments, which together saw growth of over 10%, while the expansion in the semi-durable and non-durable segments, such as shoes, textiles and foods, was more modest - below 5%. Brazil's retail trade performance saw lower growth than that seen in 2004, a probable consequence of the successive increases in the Brazilian basic interest rate.

Despite the slowdown in some of the markets served by Oxiteno, the company's EBITDA soared 63% when compared to the 1Q04, as a result of new clients won during 2004, an improved sales mix in external markets and the level of international prices.

At Ultragaz, the continuation of programmed restructuring of the network of dealers in the Central Southern markets and a nominal retraction of 3% in the LPG market led to an EBITDA 21% lower than in the 1Q04.

Ultracargo reported an improvement in its operational performance as a result of its new operations, among which are the distribution of fuel and compressed natural gas. However, as such new operations are still in the maturing phase, Ultracargo's EBITDA remained flat in relation to the same quarter in 2004.

On a consolidated basis, Ultrapar's EBITDA amounted to R$ 168 million in this quarter, an increase of 23% compared to 1Q04. The company's EBITDA margin widened from 13% in the first quarter of 2004 to 15% in the first quarter of 2005. In relation to the 4Q04, Ultrapar s EBITDA showed a 10% reduction due to seasonal factors, which affect Ultrapar’s volume of activity and the rest of the Brazilian economy in general in the first quarters.

• 6 -

*********** MARKER PAGE

1st Quarter 2005

Quarterly EBITDA History (R$ million)

Operational Performance

Ultragaz. The Brazilian LPG market saw a nominal reduction of 3% in 1Q05, compared to 1Q04, due to the lower number of working days in the period, a consequence of the greater concentration of holidays in this first quarter. On a same number of working days basis, the market remained unchanged.

Comparing the two first quarters, Ultragaz's total sales volume decreased by 4%, a consequence of the fewer working days in the period and the restructuring of the network of dealers that began in 4Q04, resulting in a sales volume reduction of 6%, or 15,000 tons, in the bottled segment, served principally by 13kg cylinders. Considering a similar working day comparison, Ultragaz’s sales volume presented a 2% reduction in the same period.

In the bulk segment, which mainly serves the commercial and industrial sectors, there was a reduction of 2%, or 2,000 tons, comparing the same period of 2004. However, comparing an equal number of working days, the sales volume in the bulk segment was up by 1%.

In relation to 4Q04, the LPG market suffered seasonal reduction of 8%, while Ultragaz sales volume fell by a lower rate – 6%.

Oxiteno. Oxiteno is the only producer of ethylene oxide and its main derivatives in Mercosur, being also a large producer of specialty chemicals. Oxiteno caters to various segments of the market, particularly agrochemicals, foods, cosmetics, leather, detergent, PET packaging, textiles, paints and varnishes, as well as brake fluids

Oxiteno's total sales volume amounted to 120,000 tons in 1Q05, an increase of 10% in relation to 1Q04, a period during which production was lower, due to a programmed shutdown in its Camaçari plant for a scheduled substitution of catalyzers, reducing the volume exported. Sales to the domestic

• 7 -

*********** MARKER PAGE

1st Quarter 2005

market totaled 84,000 tons, an increase of 9% in relation to 1Q04, driven mainly by new contracts signed during 2004 and the increase in sales to the cosmetic and detergent segments. Sales outside Brazil amounted to 36,000 tons, an increase of 11% in relation to 1Q04, a consequence of winning new clients in Argentina and the expansion of 26% in sales volume at Canamex.

In comparison to the last quarter in 2004, sales volume dropped by 6%, basically due to seasonal factors

Sales Volume – Oxiteno (’000 tons)

Ultracargo. Ultracargo is leader in integrated logistics for chemical products and fuels for third parties in Brazil. Among the solutions offered by the company are transport services, for which it operates its own fleet of vehicles, as well as those of third parties, and storage, with storage installations at port terminals and railroad junctions.

The increase in the volume of operations at Ultracargo in the first quarter of 2005 was largely a result of the new operations which began in 2004, both in the area of storage, as well as transport. The average storage of liquids and gases increased by 9%, while the storage of solids increased 92%, comparing the first quarters. In the same period, the kilometrage traveled increased 11%.

Economic-Financial Performance

Net sales and services - The consolidated net sales and services of Ultrapar in 1Q05 amounted to R$ 1,137 million, an increase of 8% in relation to the same quarter in 2004.

Net Sales and Services (in R$ million)

• 8 -

*********** MARKER PAGE

1st Quarter 2005

Ultragaz – Net sales and services at Ultragaz was 5% lower in 1Q05, in line with the reduction in sales volume, given that prices remained unchanged.

Oxiteno – Net sales and services totaled R$ 423 million in 1Q05, an increase of 36% compared to 1Q04, principally as a consequence of (i) increased sales volume; (ii) the improved sales mix, increasing export sales to Argentina, where prices are very close to those in the domestic market and (iii) the rise in international commodity prices.

Ultracargo – Net sales and services totaled R$ 54 million, corresponding to an increase of 21% in relation to 1Q04, the consequence of a the increased volume of operations and contractual tariff readjustments.

Cost of Sales and Services (COGS) – Ultrapar's cost of sales and services amounted to R$ 878 million in 1Q05, an increase of 5% in relation to 1Q04.

Ultragaz – The cost of sales and services in 1Q05 was 4% lower when compared to 1Q04, due principally to the decrease in sales volume in the period.

Oxiteno – The cost of sales and services for Oxiteno in 1Q05 totaled R$ 271 million, an increase of 30% in relation to 1Q04, principally as a result of the increase in volume sold and the rise in the price of naphtha in the international market, which had an impact on the unit cost of ethylene.

Ultracargo – The cost of services provided in 1Q05 amounted to R$ 37 million, an increase of 32%, compared to 1Q04. This increase was due to the (i) higher volume transported/stored; (ii) increase of 53% in depreciation, as a result of investments made; and (iii) the increase in the unit cost of fuel, tires and maintenance parts.

Selling, General and Administrative Expenses – In the quarter, Ultrapar recorded an increase of 10% in consolidated SG&A expenses, compared to the same period in 2004, amounting to R$ 137 million.

Ultragaz – SG&A expenses for Ultragaz amounted to R$ 73 million in 1Q05, an increase of 4% in relation to 1Q04. This increase was due basically to higher personnel expenses, specially a consequence of the collective wage increases celebrated in March and September 2004 and a higher annual payment of employee profit-sharing.

Oxiteno – SG&A expenses amounted to R$ 52 million in the quarter, an increase of 17% compared to 1Q04. Sales expenses increased up 15% as a result of the 10% increase in volume sold and the higher domestic and international freight costs. Administrative expenses increased by 18% as a result of higher personnel expenses, due to (i) collective wage increases celebrated in 2004, (ii) an increase in employee profit-sharing, in line with the improved performance of Oxiteno, and (iii) the increase of 7% in the workforce.

Ultracargo – SG&A expenses at Ultracargo amounted to R$ 14 million in 1Q05, an increase of 19%, compared to 1Q04, principally due to the rise in personnel expenses, as a result of the collective wage increases celebrated in 2004 and the increase in the workforce due to the expansion in operations.

EBITDA – Ultrapar reported consolidated Earnings Before Interest, Taxes, Depreciation and Amortization (EBITDA) of R$ 168 million in 1Q05, an increase of 23%, compared to 1Q04.

Ultragaz – Ultragaz reported EBITDA of R$ 45 million, 21% lower than in the 1Q04, due principally to the 4% reduction in sales volume and a consequent lower scale in the dilution of expenses.

Oxiteno – Oxiteno ended 1Q05 with EBITDA of R$ 111 million, soaring 63% when compared to 1Q04. In this period, EBITDA/ton jumped by 49%, from R$ 623/ton in 1Q04 to R$ 928/ton in 1Q05, despite the 8% appreciation in the Brazilian real against the US dollar between the periods. Oxiteno's good result was due principally to the higher sales volume, an improved sales mix - directing export sales to Argentina– and the increase in international prices.

Ultracargo – Ultracargo reported EBITDA of R$ 10 million in 1Q05, the same level as that reported in the same period in 2004.

• 9 -

*********** MARKER PAGE

1st Quarter 2005

EBITDA (in R$ million)

Financial Results – Ultrapar reported a 32% improvement in its financial results, represented by an expense of R$ 9 million in 1Q05, compared to an expense of R$ 13 million in 1Q04. The main factors behind the reduction in financial expenses were (i) the reduction in net debt, of R$ 135 million in 1Q04 to R$ 18 million in 1Q05 and (ii) the reducing to zero of the rates of PIS and Cofins taxes on our financial revenues.

Net Income – Consolidated net income in 1Q05 amounted to R$ 101 million, an increase of 60% in relation to 1Q04.

Investments – Total investment (CAPEX) in the quarter amounted to R$ 51 million, distributed as follows:

• At Ultragaz, directed principally to the renewal of its vehicle fleet, the replacement of cylinders and the expansion of the small bulk segment (UltraSystem).
• At Oxiteno, invested principally in expanding its specialty chemicals production capacity, particularly ethoxylates, as well as in the improvement of quality and productivity.
• At Ultracargo, allocated to the completion of the Intermodal Terminal at Santos and the expansion of its fleet.

CAPEX* 1Q05	R$ mm	% of Total
Ultragaz	15	30%
Oxiteno	18	35%
Ultracargo	18	35%
Ultrapar	51	100%
*Net of disposals

• 10 -

*********** MARKER PAGE

1st Quarter 2005

Ultrapar in the Capital Markets

The shares of Ultrapar depreciated by 3.0% in the first quarter of 2005. In the same period, the Ibovespa and the IBX indexes appreciated by 1.6% and 4.1%, respectively. The average daily volume traded in Ultrapar's shares in 1Q05 amounted to R$ 5.8 million, an increase of 140% compared to the same period in 2004.

Outlook

At Oxiteno, the investments in expanding production capacity, together with the growth in the economy and the current focus on specialty chemicals, should maintain the differentiated level of profitability in the sector. Ultragaz will to continue its process of restructuring its distribution chain as well as focusing its efforts on reducing costs and increasing productivity. At Ultracargo, the Intermodal Terminal at Santos is in its pre-operational phase and is likely to become operational in mid-May. We are continuing to seek and identify sustainable growth opportunities in our businesses, attentive to the future of the global petrochemical industry, the global transformations taking place in the LPG distribution sector and the opportunities arising from the need for logistics infrastructure in Brazil.

Forthcoming Events

Conference Call / Webcast for market analysts: May 9, 2005

Ultrapar will be holding a conference call for market analysts, on May 9, 2005, to comment on the Company's performance in the first quarter of 2005. The presentation will be available for download from the company's website one hour before the start of the conference call.

International conference call: 11:00 a.m. (US EST) / 12:00 (Brazil) Participants in Brazil: 0-800-891-3951 Participants in the US: 1-800-322-0079 Other International participants: + 1 (973) 935-2100 Code: 6009327 or Ultrapar

Brazilian conference: 10:00 am (US EST) / 11:00 am (Brazil) Telephone number for registration: 55 11 2103-1686 Address for registration: conferencecall@wittel.com.br Code: Ultrapar Please dial your connection five minutes before the conference call is due to start, to ++55 11 2101-1490

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

• 11 -

*********** MARKER PAGE

1st Quarter 2005

Operational and Market Information

Financial focus	1Q05		1Q04	4Q04
Ultrapar - EBITDA margin	15	%	13 %	15 %
Ultrapar - net margin	9	%	6 %	9 %
Productivity	1Q05		1Q04	4Q04
EBITDA R$/ton Ultragaz	128		154	167
EBITDA R$/ton Oxiteno	928		623	878
Focus on Human Resources	1Q05		1Q04	4Q04
Number of employees: Ultrapar	6,789		6,494	6,724
Number of employees: Ultragaz	4,423		4,333	4,438
Number of employees: Oxiteno	1,150		1,095	1,121
Number of employees: Ultracargo	1,011		850	966
Focus on Capital Markets	1Q05	3	1Q04	4Q04
Number of shares (m)	80,145		69,691	69,691
Market value – R$ million	3,614		2,418	3,367
Bovespa
Average daily volume (‘000 shares)	81,615		48,036	86,386
Average daily financial volume (R$ ’000)	3,726		1,738	4,211
Average price (R$ / ’000 shares )	45.10		36.20	48.75
NYSE
Number of ADRs 1 (‘000 ADRs)	5,767		4,507	4,984
Average daily volume (ADRs)	45,124		17,770	32,511
Average daily financial volume (US$ ’000)	775		222	589
Average price (US$ / ADRs)	16.70		12.48	18.11
Total 2
Average daily volume (’000 shares )	126.739		65,806	118,897
Average daily financial volume (R$ ’000)	5.747		2,378	5,837

| 1 | 1 ADR = 1000 preferred
shares |
| --- | --- |
| 2 | Total = BOVESPA + NYSE |
| 3 | Takes into account the
stock dividend distributed to the shareholders of Ultrapar, in the
proportion of 15 preferred shares for each 100 common or preferred
shares outstanding, in accordance with the meeting of the company’s
Board of Directors, held on February 2, 2005. |

All financial information is presented according to the accounting principles laid down in Brazilian Corporate Legislation (BR GAAP). All figures are expressed in Brazilian reais, except for the amounts on page 16, which are expressed in US dollars and were obtained using the average rate of exchange (commercial dollar rate) for the corresponding periods.

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

For additional information please contact: Investor Relations Department - Ultrapar Participações S.A. (55 11) 3177-6695 invest@ultra.com.br www.ultra.com.br

• 12 -

*********** MARKER PAGE

1st Quarter 2005

ULTRAPAR PARTICIPAÇÕES S/A CONSOLIDATED BALANCE SHEET In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS ENDED
IN — MAR | | MAR | | DEC |
| --- | --- | --- | --- | --- | --- |
| | 2005 | | 2004 | | 2004 |
| ASSETS | | | | | |
| Cash and cash equivalents | 152.6 | | 465.0 | | 558.3 |
| Trade accounts receivable | 365.5 | | 342.7 | | 369.3 |
| Inventories | 245.9 | | 164.6 | | 206.0 |
| Other | 122.9 | | 173.8 | | 122.7 |
| Total Current Assets | 886.9 | | 1,146.1 | | 1,256.3 |
| Investments | 34.2 | | 33.3 | | 31.8 |
| Property, plant and equipment | 1,051.5 | | 977.2 | | 1,047.4 |
| Deferred charges | 96.7 | | 99.3 | | 99.8 |
| Long term investments | 347.7 | | - | | 38.8 |
| Other long term assets | 112.0 | | 91.0 | | 104.5 |
| Total Long Term Assets | 1,642.1 | | 1,200.8 | | 1,322.3 |
| TOTAL ASSETS | 2,529.0 | | 2,346.9 | | 2,578.6 |
| LIABILITIES | | | | | |
| Loans and financing | 290.0 | | 156.7 | | 293.0 |
| Suppliers | 78.2 | | 107.2 | | 102.0 |
| Payroll and related charges | 63.2 | | 57.2 | | 94.1 |
| Taxes | 17.0 | | 31.6 | | 14.8 |
| Other accounts payable | 21.5 | | 18.2 | | 92.6 |
| Total Current Liabilities | 469.9 | | 370.9 | | 596.5 |
| Loans and financing | 227.9 | | 443.4 | | 258.1 |
| Income and social contribution taxes | 32.5 | | 28.8 | | 32.1 |
| Other long term liabilities | 68.4 | | 52.0 | | 63.2 |
| Total Long Term Liabilities | 328.8 | | 524.2 | | 353.4 |
| TOTAL LIABILITIES | 798.7 | | 895.1 | | 949.9 |
| STOCKHOLDERS' EQUITY | | | | | |
| Capital | 898.8 | | 664.0 | | 664.0 |
| Capital reserve | 0.2 | | - | | 0.1 |
| Revalution reserves | 16.0 | | 17.4 | | 16.4 |
| Profit reserves | 685.3 | | 674.3 | | 920.0 |
| Retained earnings | 101.1 | | 63.5 | | - |
| Total Stockholders' Equity | 1,701.4 | | 1,419.2 | | 1,600.5 |
| Minority Interests | 28.9 | | 32.6 | | 28.2 |
| TOTAL STOCKHOLDERS' EQUITY & M.I. | 1,730.3 | | 1,451.8 | | 1,628.7 |
| TOTAL LIAB. AND STOCKHOLDERS' EQUITY | 2,529.0 | | 2,346.9 | | 2,578.6 |
| Cash and Long term investments | 500.3 | | 465.0 | | 597.1 |
| Debt | 517.9 | | 600.1 | | 551.1 |
| Net cash (debt) | (17.6 | ) | (135.1 | ) | 46.0 |

• 13 -

*********** MARKER PAGE

1st Quarter 2005

ULTRAPAR PARTICIPAÇÕES S/A CONSOLIDATED STATEMENT OF INCOME In millions of reais (except per share data) - Accounting practices adopted In Brazil

| | QUARTERS ENDED
IN — MAR | | MAR | | DEC | | ACCUMULATED — MAR | | MAR | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2005 | | 2004 | | 2004 | | 2005 | | 2004 | |
| Net sales and services | 1,137.0 | | 1,050.6 | | 1,220.0 | | 1,137.0 | | 1,050.6 | |
| Cost of sales and services | (878.2 | ) | (833.8 | ) | (931.7 | ) | (878.2 | ) | (833.8 | ) |
| Gross profit | 258.8 | | 216.8 | | 288.3 | | 258.8 | | 216.8 | |
| Operating expenses | | | | | | | | | | |
| Selling | (43.7 | ) | (41.8 | ) | (49.4 | ) | (43.7 | ) | (41.8 | ) |
| General and administrative | (62.2 | ) | (51.2 | ) | (67.5 | ) | (62.2 | ) | (51.2 | ) |
| Depreciation and amortization | (31.4 | ) | (31.7 | ) | (30.7 | ) | (31.4 | ) | (31.7 | ) |
| Other operating income (expenses) | 1.2 | | 1.4 | | 1.1 | | 1.2 | | 1.4 | |
| Income before equity and financial | | | | | | | | | | |
| results | 122.7 | | 93.5 | | 141.8 | | 122.7 | | 93.5 | |
| Financial results | (8.8 | ) | (13.0 | ) | (9.5 | ) | (8.8 | ) | (13.0 | ) |
| Financial income | 13.1 | | 13.7 | | 22.5 | | 13.1 | | 13.7 | |
| Financial expenses | (15.8 | ) | (19.6 | ) | (26.2 | ) | (15.8 | ) | (19.6 | ) |
| Taxes on financial activities | (6.1 | ) | (7.1 | ) | (5.8 | ) | (6.1 | ) | (7.1 | ) |
| Equity in earnings (losses) of affiliates | | | | | | | | | | |
| Affiliates | (0.1 | ) | 0.1 | | - | | (0.1 | ) | 0.1 | |
| Nonoperating income (expense) | (1.8 | ) | (2.8 | ) | (3.9 | ) | (1.8 | ) | (2.8 | ) |
| Income before taxes and profit sharing | 112.0 | | 77.8 | | 128.4 | | 112.0 | | 77.8 | |
| Income and social contribution taxes | (31.4 | ) | (27.7 | ) | (46.7 | ) | (31.4 | ) | (27.7 | ) |
| Benefit of tax holidays | 20.9 | | 13.4 | | 29.3 | | 20.9 | | 13.4 | |
| Income before minority interest | 101.5 | | 63.5 | | 111.0 | | 101.5 | | 63.5 | |
| Minority interest | (0.7 | ) | (0.4 | ) | (1.2 | ) | (0.7 | ) | (0.4 | ) |
| Net Income | 100.8 | | 63.1 | | 109.8 | | 100.8 | | 63.1 | |
| EBITDA | 168.2 | | 136.9 | | 185.9 | | 168.2 | | 136.9 | |
| Depreciation and amortization | 45.5 | | 43.5 | | 44.1 | | 45.5 | | 43.5 | |
| Investments | 50.9 | | 52.9 | | 82.7 | | 50.9 | | 52.9 | |
| RATIOS | | | | | | | | | | |
| Earnings / 1000 shares - R$ | 1.31 | | 0.91 | | 1.57 | | 1.31 | | 0.91 | |
| Net debt / Stockholders' equity | 0.01 | | 0.09 | | Na | | - | | - | |
| Net debt / LTM EBITDA | 0.03 | | 0.25 | | Na | | - | | - | |
| Net interest expense / EBITDA | 0.05 | | 0.09 | | 0.05 | | 0.05 | | 0.09 | |
| Gross margin | 23 | % | 21 | % | 24 | % | 23 | % | 21 | % |
| Operating margin | 11 | % | 9 | % | 12 | % | 11 | % | 9 | % |
| EBITDA margin | 15 | % | 13 | % | 15 | % | 15 | % | 13 | % |

(*) benefits on tax holidays for subsidiaries, previously expressed as part of the "equity in earnings (losses)", have been reclassified in accordance with the guidelines from the CVM (Brazilian Securities Commission), set out in Official Circular/CVM/SNC/SEP Nº 01/2005 of February 25, 2005.

• 14 -

*********** MARKER PAGE

1st Quarter 2005

ULTRAPAR PARTICIPAÇÕES S/A CONSOLIDATED CASH FLOW STATEMENT In millions of reais - Accounting practices adopted in Brazil

	MAR — 2005		2004
Cash Flows from operating activities	64.5		44.2
Net income	100.8		63.1
Minority interest	0.7		0.4
Depreciation and amortization	45.5		43.5
Working capital	(87.3	)	(68.5	)
Financial expenses (A)	6.1		8.1
Other (B)	(1.3	)	(2.4	)
Cash Flows from investing activities	(54.5	)	(54.4	)
Additions to property, plant, equipment and deferred charges (C)	(50.9	)	(52.2	)
Acquisition of minority interests (including treasury shares)	-		(0.7	)
Other	(3.6	)	(1.5	)
Cash Flows from financing activities	(106.8	)	(78.9	)
Short term debt, net	(34.0	)	(28.0	)
Issuances	12.8		178.8
Debt payments	(18.1	)	(190.5	)
Related companies	0.2		0.2
Dividends paid (D)	(71.8	)	(39.0	)
Other	4.1		(0.4	)
Net increase (decrease) in cash and cash equivalents	(96.8	)	(89.1	)
Cash and cash equivalents at the beginning of the period	597.1		554.1
Cash and cash equivalents at the end of the period (E)	500.3		465.0
Supplemental disclosure of cash flow information
Cash paid for interest (F)	5.4		6.4
Cash paid for taxes on income (F)	8.0		9.8

(A)	Not including financial income. Comprised basically of financial expenses, in particular, exchange variations.
(B)	Comprised mainly of accrued and deferred taxes and, cost of permanent asset sold
(C)	Included ICMS on the Property, plant and equipment according to Law Complemental no. 102/2000.
(D)	Including dividends paid by Ultrapar and its subsidiaries.
(E)	Included Long term investments.
(F)	Included in cash flow from operating activities.

• 15 -

*********** MARKER PAGE

1st Quarter 2005

ULTRAGAZ PARTICIPAÇÕES LTDA. CONSOLIDATED BALANCE SHEET In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS
ENDED IN — MAR | MAR | DEC |
| --- | --- | --- | --- |
| | 2005 | 2004 | 2004 |
| OPERATING ASSETS | | | |
| Trade accounts receivable | 156.1 | 172.4 | 157.8 |
| Inventories | 30.9 | 28.8 | 29.5 |
| Other | 34.1 | 58.9 | 37.4 |
| Property, plant & equipment | 441.2 | 477.6 | 453.9 |
| Deferred charges | 67.6 | 65.5 | 68.7 |
| TOTAL OPERATING ASSETS | 729.9 | 803.2 | 747.3 |
| OPERATING LIABILITIES | | | |
| Suppliers | 17.8 | 41.3 | 17.4 |
| Payroll and related charges | 31.3 | 29.2 | 37.5 |
| Taxes | 2.8 | 2.2 | 2.7 |
| Other accounts payable | 4.7 | 3.7 | 5.2 |
| TOTAL OPERATING LIABILITIES | 56.6 | 76.4 | 62.8 |

ULTRAGAZ PARTICIPAÇÕES LTDA. CONSOLIDATED STATEMENT OF INCOME In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS
ENDED IN — MAR | | MAR | | DEC | | ACCUMULATED — MAR | | MAR | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2005 | | 2004 | | 2004 | | 2005 | | 2004 | |
| Net sales and services | 672.3 | | 705.2 | | 726.3 | | 672.3 | | 705.2 | |
| Cost of sales and services | (583.1 | ) | (607.4 | ) | (615.2 | ) | (583.1 | ) | (607.4 | ) |
| Gross profit | 89.2 | | 97.8 | | 111.1 | | 89.2 | | 97.8 | |
| Operating expenses | | | | | | | | | | |
| Selling | (23.5 | ) | (24.2 | ) | (26.7 | ) | (23.5 | ) | (24.2 | ) |
| General
and administrative | (20.1 | ) | (16.3 | ) | (21.9 | ) | (20.1 | ) | (16.3 | ) |
| Depreciation
and amortization | (29.2 | ) | (29.5 | ) | (28.6 | ) | (29.2 | ) | (29.5 | ) |
| Other operating results | (0.2 | ) | 0.1 | | 0.9 | | (0.2 | ) | 0.1 | |
| EBIT | 16.2 | | 27.9 | | 34.8 | | 16.2 | | 27.9 | |
| EBITDA | 45.4 | | 57.4 | | 63.4 | | 45.4 | | 57.4 | |
| Depreciation and amortization | 29.2 | | 29.5 | | 28.6 | | 29.2 | | 29.5 | |
| RATIOS | | | | | | | | | | |
| Gross margin | 13 | % | 14 | % | 15 | % | 13 | % | 14 | % |
| Operating margin | 2 | % | 4 | % | 5 | % | 2 | % | 4 | % |
| EBITDA margin | 7 | % | 8 | % | 9 | % | 7 | % | 8 | % |

• 16 -

*********** MARKER PAGE

1st Quarter 2005

OXITENO S/A - INDÚSTRIA E COMÉRCIO CONSOLIDATED BALANCE SHEET In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS
ENDED IN — MAR | MAR | DEC |
| --- | --- | --- | --- |
| | 2005 | 2004 | 2004 |
| OPERATING ASSETS | | | |
| Trade accounts receivable | 189.5 | 152.8 | 192.5 |
| Inventories | 212.4 | 133.6 | 174.0 |
| Other | 37.2 | 46.3 | 32.8 |
| Property, plant & equipment | 408.5 | 367.4 | 402.1 |
| Deferred charges | 5.4 | 4.8 | 4.0 |
| TOTAL OPERATING ASSETS | 853.0 | 704.9 | 805.4 |
| OPERATING LIABILITIES | | | |
| Suppliers | 52.6 | 57.5 | 75.9 |
| Payroll and related charges | 22.6 | 20.6 | 47.0 |
| Taxes | 7.0 | 17.6 | 6.7 |
| Other accounts payable | 18.4 | 13.5 | 16.8 |
| TOTAL OPERATING LIABILITIES | 100.6 | 109.2 | 146.4 |

OXITENO S/A - INDÚSTRIA E COMÉRCIO CONSOLIDATED STATEMENT OF INCOME In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS ENDED
IN — MAR | | MAR | | DEC | | ACCUMULATED — MAR | | MAR | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2005 | | 2004 | | 2004 | | 2005 | | 2004 | |
| Net sales | 422.8 | | 310.6 | | 452.7 | | 422.8 | | 310.6 | |
| Cost of goods sold | | | | | | | | | | |
| Variable | (241.7 | ) | (180.4 | ) | (259.0 | ) | (241.7 | ) | (180.4 | ) |
| Fixed | (20.7 | ) | (20.2 | ) | (25.8 | ) | (20.7 | ) | (20.2 | ) |
| Depreciation and amortization | (8.4 | ) | (8.0 | ) | (8.3 | ) | (8.4 | ) | (8.0 | ) |
| Gross profit | 152.0 | | 102.0 | | 159.6 | | 152.0 | | 102.0 | |
| Operating expenses | | | | | | | | | | |
| Selling | (20.1 | ) | (17.5 | ) | (22.6 | ) | (20.1 | ) | (17.5 | ) |
| General and administrative | (30.1 | ) | (25.4 | ) | (33.6 | ) | (30.1 | ) | (25.4 | ) |
| Depreciation and amortization | (1.9 | ) | (1.7 | ) | (1.9 | ) | (1.9 | ) | (1.7 | ) |
| Other operating results | 1.3 | | 1.1 | | - | | 1.3 | | 1.1 | |
| EBIT | 101.2 | | 58.5 | | 101.5 | | 101.2 | | 58.5 | |
| EBITDA | 111.4 | | 68.2 | | 111.7 | | 111.4 | | 68.2 | |
| Depreciation and amortization | 10.2 | | 9.7 | | 10.2 | | 10.2 | | 9.7 | |
| RATIOS | | | | | | | | | | |
| Gross margin | 36 | % | 33 | % | 35 | % | 36 | % | 33 | % |
| Operating margin | 24 | % | 19 | % | 22 | % | 24 | % | 19 | % |
| EBITDA margin | 26 | % | 22 | % | 25 | % | 26 | % | 22 | % |

• 17 -

*********** MARKER PAGE

1st Quarter 2005

ULTRACARGO PARTICIPAÇÕES LTDA. CONSOLIDATED BALANCE SHEET In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS
ENDED IN — MAR | MAR | DEC |
| --- | --- | --- | --- |
| | 2005 | 2004 | 2004 |
| OPERATING ASSETS | | | |
| Trade accounts receivable | 21.1 | 18.0 | 20.5 |
| Inventories | 2.6 | 2.2 | 2.5 |
| Other | 6.3 | 4.9 | 4.6 |
| Property, plant & equipment | 191.4 | 121.5 | 181.0 |
| Deferred charges | 6.5 | 3.1 | 5.4 |
| TOTAL OPERATING ASSETS | 227.9 | 149.7 | 214.0 |
| OPERATING LIABILITIES | | | |
| Suppliers | 8.9 | 8.4 | 10.1 |
| Payroll and related charges | 9.2 | 7.2 | 9.2 |
| Taxes | 4.3 | 5.3 | 2.4 |
| Other accounts payable | 2.0 | 1.9 | 2.1 |
| TOTAL OPERATING LIABILITIES | 24.4 | 22.8 | 23.8 |

ULTRACARGO PARTICIPAÇÕES LTDA. CONSOLIDATED STATEMENT OF INCOME In millions of reais - Accounting practices adopted in Brazil

| | QUARTERS
ENDED IN — MAR | | MAR | | DEC | | ACCUMULATED — MAR | | MAR | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2005 | | 2004 | | 2004 | | 2005 | | 2004 | |
| Net sales and services | 54.3 | | 44.8 | | 52.7 | | 54.3 | | 44.8 | |
| Cost of sales and services | (36.7 | ) | (27.9 | ) | (34.9 | ) | (36.7 | ) | (27.9 | ) |
| Gross profit | 17.6 | | 16.9 | | 17.8 | | 17.6 | | 16.9 | |
| Operating expenses | | | | | | | | | | |
| Selling | (0.1 | ) | (0.1 | ) | (0.2 | ) | (0.1 | ) | (0.1 | ) |
| General and administrative | (13.3 | ) | (11.0 | ) | (13.9 | ) | (13.3 | ) | (11.0 | ) |
| Depreciation and amortization | (0.1 | ) | (0.2 | ) | (0.1 | ) | (0.1 | ) | (0.2 | ) |
| Other operating results | - | | 0.3 | | 0.4 | | - | | 0.3 | |
| EBIT | 4.1 | | 5.9 | | 4.0 | | 4.1 | | 5.9 | |
| EBITDA | 10.0 | | 9.9 | | 9.1 | | 10.0 | | 9.9 | |
| Depreciation and amortization | 5.9 | | 4.0 | | 5.1 | | 5.9 | | 4.0 | |
| RATIOS | | | | | | | | | | |
| Gross margin | 32 | % | 38 | % | 34 | % | 32 | % | 38 | % |
| Operating margin | 8 | % | 13 | % | 8 | % | 8 | % | 13 | % |
| EBTIDA margin | 18 | % | 22 | % | 17 | % | 18 | % | 22 | % |

• 18 -

*********** MARKER PAGE

1st Quarter 2005

ULTRAPAR PARTICIPAÇÕES S/A CONSOLIDATED INCOME STATEMENT In millions of US dollars (except per share data) - Accounting practices adopted in Brazil

| | QUARTERS ENDED
IN — MAR | MAR | DEC | ACCUMULATED — MAR | MAR |
| --- | --- | --- | --- | --- | --- |
| (US$ millions) | 2005 | 2004 | 2004 | 2005 | 2004 |
| Net sales and services | | | | | |
| Ultrapar | 426.6 | 362.8 | 437.8 | 426.6 | 362.8 |
| Ultragaz | 252.3 | 243.5 | 260.6 | 252.3 | 243.5 |
| Oxiteno | 158.6 | 107.3 | 162.5 | 158.6 | 107.3 |
| Ultracargo | 20.4 | 15.5 | 18.9 | 20.4 | 15.5 |
| EBIT | | | | | |
| Ultrapar | 46.0 | 32.3 | 50.9 | 46.0 | 32.3 |
| Ultragaz | 6.1 | 9.6 | 12.5 | 6.1 | 9.6 |
| Oxiteno | 38.0 | 20.2 | 36.4 | 38.0 | 20.2 |
| Ultracargo | 1.5 | 2.0 | 1.4 | 1.5 | 2.0 |
| Operating margin | | | | | |
| Ultrapar | 11% | 9% | 12% | 11% | 9% |
| Ultragaz | 2% | 4% | 5% | 2% | 4% |
| Oxiteno | 24% | 19% | 22% | 24% | 19% |
| Ultracargo | 8% | 13% | 8% | 8% | 13% |
| EBITDA | | | | | |
| Ultrapar | 63.1 | 47.3 | 66.7 | 63.1 | 47.3 |
| Ultragaz | 17.0 | 19.8 | 22.8 | 17.0 | 19.8 |
| Oxiteno | 41.8 | 23.6 | 40.1 | 41.8 | 23.6 |
| Ultracargo | 3.8 | 3.4 | 3.3 | 3.8 | 3.4 |
| EBITDA margin | | | | | |
| Ultrapar | 15% | 13% | 15% | 15% | 13% |
| Ultragaz | 7% | 8% | 9% | 7% | 8% |
| Oxiteno | 26% | 22% | 25% | 26% | 22% |
| Ultracargo | 18% | 22% | 17% | 18% | 22% |
| Net income | | | | | |
| Ultrapar | 37.8 | 21.8 | 39.4 | 37.8 | 21.8 |
| Net income/ 1,000 shares (US$) | 0.49 | 0.31 | 0.57 | 0.49 | 0.31 |

• 19 -

*********** MARKER PAGE

1st Quarter 2005

ULTRAPAR PARTICIPAÇÕES S/A LOANS, CASH AND MARKETABLE SECURITIES In millions of reais - Accounting practices adopted in Brazil

| Loans | Balance
in March/2005 | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | Index/ | Interest
Rate % | | | |
| | Ultragaz | Oxiteno | Ultracargo | Ultrapar Holding | Other | Ultrapar Consolidated | Currency
() | Minimum | | Maximum | |
| Foreign Currency | | | | | | | | | | | |
| Eurobond | 153.4 | - | - | - | - | 153.4 | US$ | 3.5 | | 3.5 | |
| Financings for Property Plant & Equipment | - | 8.0 | - | - | - | 8.0 | MX$ + TIIE () | 2.0 | | 2.0 | |
| Working capital loan | - | 2.4 | - | - | - | 2.4 | MX$ + TIIE() | 1.4 | | 1.4 | |
| Export prepayment, net of linked operations | - | 91.3 | - | - | - | 91.3 | US$ | 4.2 | | 6.9 | |
| Foreign financing | - | 32.0 | - | - | - | 32.0 | US$ + LIBOR | 2.0 | | 2.0 | |
| National Bank for Economic | | | | | | | | | | | |
| and Social Development - BNDES | 15.7 | 3.1 | 0.9 | - | - | 19.7 | UMBNDES () | 9.0 | | 10.9 | |
| Advances on Foreign Exchange Contracts | - | 9.4 | - | - | - | 9.4 | US$ | 2.7 | | 3.4 | |
| . | | | | | | | | | | | |
| Subtotal | 169.1 | 146.2 | 0.9 | - | - | 316.2 | | | | | |
| . | | | | | | | | | | | |
| Local Currency | | | | | | | | | | | |
| National Bank for Economic | 87.0 | 33.4 | 4.6 | - | - | 125.0 | TJLP () | 1.5 | | 3.9 | |
| and Social Development - BNDES | - | 13.3 | - | - | - | 13.3 | IGP-M () | 6.5 | | 6.5 | |
| Agency for Financing Machinery and Equipment (FINAME) | 1.8 | 3.5 | 33.5 | - | - | 38.8 | TJLP () | 1.8 | | 4.9 | |
| Research and projects financing (FINEP) | - | 24.6 | - | - | - | 24.6 | TJLP () | (2.0 | ) | (2.0 | ) |
| . | | | | | | | | | | | |
| Subtotal | 88.8 | 74.8 | 38.1 | - | - | 201.7 | | | | | |
| . | | | | | | | | | | | |
| Total | 257.9 | 221.0 | 39.0 | - | - | 517.9 | | | | | |
| . | | | | | | | | | | | |
| Composition per Annum | | | | | | | | | | | |
| Up to 1 Year | 191.5 | 89.5 | 9.0 | - | - | 290.0 | | | | | |
| From 1 to 2 Years | 35.6 | 47.3 | 10.0 | - | - | 92.9 | | | | | |
| From 2 to 3 Years | 17.1 | 29.9 | 10.5 | - | - | 57.5 | | | | | |
| From 3 to 4 Years | 11.5 | 16.5 | 6.3 | - | - | 34.3 | | | | | |
| From 4 to 5 Years | 2.2 | 37.8 | 3.2 | - | - | 43.2 | | | | | |
| . | | | | | | | | | | | |
| Total | 257.9 | 221.0 | 39.0 | - | - | 517.9 | | | | | |
| . | | | | | | | | | | | |
| (*) TJLP - Long Term Interest Rate / IGPM - Market
General Price Index / UMBNDES - BNDES Basket of Currencies / TIIE - Interbank Interest Rate Even | | | | | | | | | | | |
| | Balance in March/2005 | | | | | | | | | | |
| | Ultragaz | Oxiteno | Ultracargo | Ultrapar Holding | Other | Ultrapar Consolidated | | | | | |
| Cash and Long term investments | 79.7 | 413.4 | 4.8 | 1.3 | 1.1 | 500.3 | | | | | |

• 20 -

*********** MARKER PAGE

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.

/s/ Fábio Schvartsman
Name:	Fábio Schvartsman
Title:	Chief Financial and Investor Relations
Officer

(Information and results for the first quarter 2005, May 4, 2005)