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ULTRAPAR HOLDINGS INC

Foreign Filer Report Aug 17, 2007

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6-K 1 dp06630e_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 August, 2007

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

ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

ITEM
1. English
translation of Interim Financial Information for the three-month
period
Ended June 30, 2007 and Independent Accountants’ Review
Report

Ultrapar Participações S.A. Interim Financial Information for the three-month period Ended June 30, 2007 and Independent Accountants’ Review Report (A free translation of the original report in Portuguese as published in Brazil containing interim financial information prepared in accordance with accounting practices adopted in Brazil)

Independent accountant’s review report

To the Board of Directors and Shareholders

Ultrapar Participações S.A.

São Paulo - SP

1 We have reviewed the interim financial information (ITR) of Ultrapar Participações S.A. and the interim financial information of this Company and its subsidiaries (consolidated interim financial information) for the three-month period ended June 30, 2007, which comprises the balance sheet, the statement of income, management report and other relevant information, prepared in accordance with accounting practices adopted in Brazil and rules issued by the Brazilian Securities and Exchange Commission (CVM).

2 Our review was performed in accordance with review standards established by IBRACON - The Brazilian Institute of Independent Auditors and the Federal Council of Accounting, which comprised mainly: (a) inquiry and discussion with management responsible for the accounting, financial and operational areas of the Company and its subsidiaries, regarding the main criteria adopted in the preparation of the interim financial information; and (b) review of post-balance sheet information and events which may have a material effect on the financial position and the operations of the Company and its subsidiaries.

3 Based on our review, we are not aware of any material changes which should be made to the interim financial information described above, for them to be in accordance with the accounting practices adopted in Brazil and the regulations issued by the Brazilian Securities and Exchange Commission (CVM), specifically applicable to the preparation of interim financial information.

4 Our review was performed with the objective of issuing a review report on the interim financial information, as described in the first paragraph. The individual and consolidated statements of cash flows of Ultrapar Participações S.A. and its subsidiaries for the three-month period ended June 30, 2007 are supplementary information to the ITR, which are not required by the accounting practices adopted in Brazil, and have been included to facilitate additional analysis. These supplementary information were subject to the same review procedures applied to the aforementioned ITR and, in our opinion, is presented fairly, in all material respects, in relation to the ITR taken as a whole.

2

5 The interim financial information for the period ended June 30, 2006 was reviewed by other independent accountant’s, who issued an unqualified review report dated July 28, 2006. In addition, the financial statements for the year-ended December 31, 2006 were audited by those auditors, whose unqualified opinion was issued on January 31, 2007.

August 3, 2007

KPMG Auditores Independentes

CRC 2SP014428/O-6

| Pedro
Augusto de Melo | Alexandre
Heinermann |
| --- | --- |
| Accountant
CRC 1SP113939/O-8 | Accountant
CRC 1SP228175/O-0 |

3

ULTRAPAR PARTICIPAÇÕES S.A.

IDENTIFICATION

| 01.01
- CAPITAL COMPOSITION — Number
of shares | Current
quarter | Prior
quarter | Same
quarter in prior year |
| --- | --- | --- | --- |
| (Thousands) | 06/30/2007 | 03/31/2007 | 06/30/2006 |
| Paid-up
Capital | | | |
| 1
-
Common | 49,430 | 49,430 | 49,430 |
| 2
-
Preferred | 31,895 | 31,895 | 31,895 |
| 3
-
Total | 81,325 | 81,325 | 81,325 |
| Treasury
Stock | | | |
| 4
-
Common | 7 | 7 | 7 |
| 5
-
Preferred | 516 | 206 | 182 |
| 6
-
Total | 523 | 213 | 189 |

| 01.02
- DIVIDENDS APPROVED AND/OR PAID DURING AND AFTER THE
QUARTER — 1
-
ITEM | 2
-
EVENT | 3
-
APPROVAL | 4
-
REVENUE | 5
-
BEGINNING OF PAYMENT | 7
-
TYPE OF SHARE | 8
-
AMOUNT PER SHARE |
| --- | --- | --- | --- | --- | --- | --- |

| 01.03
- SUBSCRIBED CAPITAL AND ALTERATIONS IN THE CURRENT
YEAR — 1
-
ITEM | 2
-
DATE OF ALTERATION | 3
-
AMOUNT OF THE CAPITAL (IN
THOUSANDS OF REAIS) | 4
-
AMOUNT OF THE ALTERATION (IN
THOUSANDS OF REAIS) | 5
-
NATURE OF ALTERATION | 7
-
NUMBER OF SHARES ISSUED (THOUSAND) | 8
-
SHARE PRICE ON ISSUE DATE (IN
REAIS) |
| --- | --- | --- | --- | --- | --- | --- |

4

| (A
free translation of the original report in Portuguese as published
in
Brazil) |
| --- |
| ULTRAPAR
PARTICIPAÇÕES S.A. AND SUBSIDIARIES |
| BALANCE
SHEETS AS OF JUNE 30, 2007 AND MARCH 31, 2007 |
| (In
thousands of Brazilian reais - R$) |

| ASSETS | Notes | Parent
Company — 06/30/2007 | 03/31/2007 | Consolidated — 06/30/2007 | 03/31/2007 | LIABILITIES | Notes | Parent
Company — 06/30/2007 | 03/31/2007 | | 06/30/2007 | | 03/31/2007 | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| CURRENT
ASSETS | | | | | | CURRENT
LIABILITIES | | | | | | | | | |
| Cash
and banks | - | 297 | 67 | 47,069 | 30,938 | Loans
and financing | 15 | - | | - | | 302,728 | | 125,391 | |
| Temporary
cash investments | 4 | 67,739 | 103,880 | 1,474,828 | 838,142 | Debentures | 15 | 1,004,752 | | 303,078 | | 1,015,263 | | 303,078 | |
| Trade
accounts receivable | 5 | - | - | 1,260,910 | 383,714 | Suppliers | - | 970 | | 1,019 | | 450,745 | | 104,438 | |
| Inventories | 6 | - | - | 540,443 | 228,013 | Salaries
and related charges | - | 78 | | 45 | | 105,302 | | 66,037 | |
| Recoverable
taxes | 7 | 9,840 | 2,770 | 193,599 | 110,671 | Taxes
payable | - | 52 | | 12 | | 51,608 | | 21,966 | |
| Deferred
income and social contribution taxes | 9a. | 122 | 264 | 74,504 | 37,880 | Dividends
payable | - | 35,581 | | 34,681 | | 39,611 | | 39,288 | |
| Dividends
receivable | - | - | 43,211 | - | - | Income
and social contribution taxes | - | - | | - | | 36,343 | | 1,096 | |
| Other | - | 451 | 309 | 31,277 | 7,442 | Post-retirement
benefits | 23b. | - | | - | | 7,240 | | - | |
| Prepaid
expenses | 10 | 1,908 | 560 | 20,474 | 11,113 | Provision
for contingencies | 21a. | - | | - | | 11,749 | | - | |
| Total
current assets | | 80,357 | 151,061 | 3,643,104 | 1,647,913 | Deferred
income and social contribution taxes | 9a | - | | - | | 208 | | 154 | |
| | | | | | | Other | - | 2,949 | | 1 | | 30,008 | | 2,529 | |
| | | | | | | Total
current liabilities | | 1,044,382 | | 338,836 | | 2,050,805 | | 663,977 | |
| NONCURRENT
ASSETS | | | | | | NONCURRENT | | | | | | | | | |
| Long-term
investments | 4 | - | - | 118,946 | 551,311 | Long-term
liabilities | | | | | | | | | |
| Trade
accounts receivable | 5 | - | - | 157,647 | 18,783 | Loans
and financing | 15 | - | | - | | 1,149,132 | | 1,040,252 | |
| Related
companies | 8 | 85,481 | 110,355 | 42,148 | 8,945 | Debentures | 15 | - | | - | | 350,000 | | - | |
| Deferred
income and social contribution taxes | 9a. | 13,484 | 1,191 | 109,707 | 55,432 | Related
companies | 8 | 456 | | 33,456 | | 4,723 | | 4,687 | |
| Recoverable
taxes | 7 | 18,595 | 25,171 | 72,437 | 73,244 | Deferred
income and social contribution taxes | 9a. | - | | - | | 26,514 | | 26,163 | |
| Escrow
deposits | - | 193 | 193 | 25,100 | 17,164 | Provision
for contingencies | 21a. | - | | - | | 88,002 | | 31,337 | |
| Prepaid
expenses | 10 | 45 | 47 | 29,077 | 12,196 | Post-retirement
benefits | 23b. | - | | - | | 71,691 | | - | |
| Other | - | - | - | 8,173 | 1,136 | Other | - | - | | - | | 11,343 | | 2,724 | |
| Total
long-term assets | | 117,798 | 136,957 | 563,235 | 738,211 | Total
noncurrent liabilities | | 456 | | 33,456 | | 1,701,405 | | 1,105,163 | |
| | | | | | | MINORITY
INTEREST | - | - | | - | | 1,115,685 | | 33,795 | |
| Permanent
assets | | | | | | | | | | | | | | | |
| Investments: | | | | | | | | | | | | | | | |
| Subsidiary | 11a. | 2,417,390 | 2,059,335 | - | - | SHAREHOLDERS ’ EQUITY | | | | | | | | | |
| Goodwill | - | 411,825 | - | - | - | Capital | 16a. | 946,034 | | 946,034 | | 946,034 | | 946,034 | |
| Affiliated
companies | 11b. | - | - | 12,242 | 5,185 | Capital
reserve | 16c. | 3,026 | | 3,026 | | 702 | | 626 | |
| Other | - | 60 | 60 | 26,615 | 25,475 | Revaluation
reserve | 16d. | 12,310 | | 12,644 | | 12,310 | | 12,644 | |
| Property,
plant and equipment | 12 | - | - | 1,998,374 | 1,178,536 | Profit
reserves | 16e.,16f. | 983,230 | | 983,230 | | 983,230 | | 983,230 | |
| Intangible | 13 | - | - | 67,967 | 59,917 | Treasury
shares | 16b. | (25,530 | ) | (6,979 | ) | (29,960 | ) | (11,556 | ) |
| Deferred
charges | 14 | 11,644 | 377 | 543,840 | 116,219 | Retained
earnings | | 75,166 | | 37,543 | | 75,166 | | 37,543 | |
| Total
permanent assets | | 2,840,919 | 2,059,772 | 2,649,038 | 1,385,332 | Total
shareholders’ equity | | 1,994,236 | | 1,975,498 | | 1,987,482 | | 1,968,521 | |
| Total
noncurrent assets | | 2,958,717 | 2,196,729 | 3,212,273 | 2,123,543 | Total
minority interest and shareholders’ equity | | 1,994,236 | | 1,975,498 | | 3,103,167 | | 2,002,316 | |
| TOTAL
ASSETS | | 3,039,074 | 2,347,790 | 6,855,377 | 3,771,456 | TOTAL
LIABILITIES AND SHAREHOLDERS’ EQUITY | | 3,039,074 | | 2,347,790 | | 6,855,377 | | 3,771,456 | |

The accompanying notes are integral part of these interim financial information

5

| (A
free translation of the
original report in Portuguese as published in
Brazil) |
| --- |
| ULTRAPAR
PARTICIPAÇÕES S.A. AND
SUBSIDIARIES |
| STATEMENTS
OF
INCOME |
| FOR
THE QUARTERS ENDED JUNE 30,
2007 AND 2006 |
| (In
thousands of Brazilian reais -
R$, except for earnings per
share) |

Notes 06/30/07 06/30/06 06/30/07 06/30/06
GROSS
SALES AND
SERVICES 2a. - - 6,432,960 1,300,713
Deductions - - - (251,838 ) (103,375 )
NET
SALES AND
SERVICES - - 6,181,122 1,197,338
Cost
of sales and
services 2a. - - (5,704,234 ) (960,708 )
GROSS
PROFIT - - 476,888 236,630
EQUITY
IN SUBSIDIARIES AND
AFFILIATED COMPANIES 11a.,11b. 63,138 91,775 (26 ) 588
OPERATING
(EXPENSES)
INCOME (10,920 ) (405 ) (332,151 ) (146,770 )
Selling - - - (124,596 ) (47,573 )
General
and
administrative - (70 ) (404 ) (144,637 ) (67,780 )
Management
compensation - - - (1,459 ) (1,402 )
Depreciation
and
amortization - (10,851 ) - (65,604 ) (30,562 )
Other
operating income,
net - 1 (1 ) 4,145 547
INCOME
FROM OPERATIONS BEFORE
FINANCIAL ITEMS 52,218 91,370 144,711 90,448
Financial
income (expenses),
net (27,034 ) 2,296 (27,291 ) 22,482
Financial
income 19 2,193 13,606 37,098 40,143
Financial
expenses 19 (29,227 ) (11,310 ) (64,389 ) (17,661 )
INCOME
FROM
OPERATIONS 25,184 93,666 117,420 112,930
Nonoperating
(expenses) income,
net 17 - - (1,127 ) (11,143 )
INCOME
BEFORE TAXES ON INCOME
AND
MINORITY
INTEREST - 25,184 93,666 116,293 101,787
INCOME
AND SOCIAL CONTRIBUTION
TAXES 12,151 (5,561 ) (28,689 ) (12,532 )
Current 9b. - (5,572 ) (47,689 ) (37,756 )
Benefit
of tax holidays -
ADENE 9b. - - 3,282 19,384
Deferred 9b.,9c. 12,151 11 15,718 5,840
INCOME
BEFORE MINORITY
INTEREST 37,335 88,105 87,604 89,255
Employees
statutory
interest - - - (2,816 ) -
Minority
interest - - - (47,453 ) (1,150 )
NET
INCOME 37,335 88,105 37,335 88,105
EARNINGS
PER SHARE -
R$ 0.46206 1.08589 0.46206 1.08589

The accompanying notes are integral part of these interim financial information

6

| (A
free translation of the
original report in Portuguese as published in
Brazil) |
| --- |
| ULTRAPAR
PARTICIPAÇÕES S.A. AND
SUBSIDIARIES |
| STATEMENTS
OF
INCOME |
| FOR
THE SIX-MONTH PERIODS ENDED
JUNE 30, 2007 AND 2006 |
| (In
thousands of Brazilian reais -
R$, except for earnings per
share) |

Notes 06/30/07 06/30/06 06/30/07 06/30/06
GROSS
SALES AND
SERVICES 2a. - - 7,725,997 2,499,693
Deductions - - - (370,762 ) (204,614 )
NET
SALES AND
SERVICES - - 7,355,235 2,295,079
Cost
of sales and
services 2a. - - (6,655,116 ) (1,859,417 )
GROSS
PROFIT - - 700,119 435,662
EQUITY
IN SUBSIDIARIES AND
AFFILIATED COMPANIES 11a.,11b. 97,045 153,870 (129 ) 647
OPERATING
(EXPENSES)
INCOME (10,931 ) (406 ) (488,051 ) (286,605 )
Selling - - - (177,781 ) (93,556 )
General
and
administrative - (81 ) (405 ) (214,317 ) (130,339 )
Management
compensation - - - (2,612 ) (2,646 )
Depreciation
and
amortization - (10,851 ) - (97,418 ) (61,140 )
Other
operating income,
net - 1 (1 ) 4,077 1,076
INCOME
FROM OPERATIONS BEFORE
FINANCIAL ITEMS 86,114 153,464 211,939 149,704
Financial
income (expenses),
net (21,981 ) 3,806 (35,137 ) 34,896
Financial
income 19 8,791 28,280 68,865 73,817
Financial
expenses 19 (30,772 ) (24,474 ) (104,002 ) (38,921 )
INCOME
FROM
OPERATIONS 64,133 157,270 176,802 184,600
Nonoperating
(expenses) income,
net 17 - - (1,945 ) (13,234 )
INCOME
BEFORE TAXES ON INCOME
AND
MINORITY
INTEREST - 64,133 157,270 174,857 171,366
INCOME
AND SOCIAL CONTRIBUTION
TAXES 10,437 (6,068 ) (49,297 ) (24,185 )
Current 9b. - (6,150 ) (77,347 ) (66,186 )
Benefit
of tax holidays -
ADENE 9b. - - 6,084 30,753
Deferred 9b.,9c. 10,437 82 21,966 11,248
INCOME
BEFORE MINORITY
INTEREST 74,570 151,202 125,560 147,181
Employees
statutory
interest - - - (2,816 ) -
Minority
interest - - - (48,174 ) (2,288 )
NET
INCOME 74,570 151,202 74,570 144,893
EARNINGS
PER SHARE -
R$ 0.92287 1.86356 0.92287 1.78580

The accompanying notes are integral part of these interim financial information

7

| | (Amounts
in thousands of Brazilian reais – R$, unless otherwise
stated) |
| --- | --- |
| 1. | OPERATIONS |
| | Ultrapar
Participações S.A. (the “Company”), with headquarters in the city of São
Paulo, invests in commercial and industrial activities, including
subscription or purchase of shares of other companies with similar
activities. Through
its subsidiaries, the Company is engaged in the distribution of
liquefied
petroleum gas - LPG (Ultragaz), production and sale of chemicals
(Oxiteno), and services in integrated logistics solution for special
bulk
(Ultracargo). After acquisition of the Ipiranga Group, in April
2007, the Company became engaged in the distribution of fuels/lubricants
and related products in the South and Southeast Regions of Brazil.
The
Company also became engaged in oil refining (“Refinery”) through its stake
in Refinaria de Petróleo Ipiranga S.A. |
| 2. | PRESENTATION
OF INTERIM FINANCIAL INFORMATION AND SIGNIFICANT
ACCOUNTING PRACTICES |
| | The
accounting practices adopted to record transactions and for the
preparation of the interim financial information - ITR are those
established by accounting practices derived from the Brazilian Corporation
Law and the Brazilian Securities Commission
(CVM). |

| a) | Results
of operations |
| --- | --- |
| | Determined
on the accrual basis of accounting. Revenues from sales and respective
costs are recognized when the products are delivered to the customers
or
services are performed, and the transfer of risks, rights and obligations
associated with the ownership of products takes place. |
| b) | Current
and noncurrent assets |
| | Temporary
cash and long-term investments are stated at cost, plus accrued income
(on
a “pro rata temporis” basis), which approximate their market value.
Temporary cash investments include the results from hedges, as described
in Notes 4 and 20, that management intends to hold to
maturity. |

8

| | The
allowance for doubtful accounts is recorded based on estimated losses
and
is considered sufficient by management to cover potential losses
on
accounts receivable. |
| --- | --- |
| | Inventories
are stated at the lower of average cost of acquisition or production,
that
do not overcome the market value. |
| | Other
assets are stated at the lower of cost or realizable values, including,
when applicable, accrued income and monetary and exchange variation
incurred or net of allowances for losses. |
| c) | Investments |
| | Significant
investments in subsidiaries and affiliated companies are recorded
under
the equity method, as shown in Note 11. |
| | Other
investments are stated at acquisition cost, net of allowances for
losses,
should the losses not be considered temporary. |
| d) | Property,
plant and equipment |
| | Stated
at acquisition or construction cost, including financial charges
incurred
on constructions in progress and include revaluation write-ups based
on
appraisal reports issued by independent appraisers, in accordance
with
item 68, letter b), of CVM Resolution No. 183/95, as well as costs
related
to the maintenance of significant assets during scheduled factory
maintenance operations. |
| | Depreciation
is calculated on a straight-line basis at the annual rates described
in
Note 12, and is based on the economic useful live of the
assets. |
| | Leasehold
improvements in gas stations are depreciated over the effective contract
terms or the useful life of the assets, if shorter. |
| e) | Intangible |
| | Stated
at acquisition cost, net of allowance for losses, should the losses
not be
considered temporary, as shown in Note
13. |

9

| f) | Deferred
charges |
| --- | --- |
| | Deferred
charges comprise costs incurred in the installation of Company and
its
subsidiaries equipment at customers’ facilities amortized over the terms
of the LPG supply contracts with these customers, project expenses
and
goodwill on acquisition of subsidiaries, as stated in Note
14. |
| g) | Current
and noncurrent liabilities |
| | Stated
at known or estimated amounts including, when applicable, accrued
charges,
monetary and exchange rate variations incurred until the interim
financial
information date. |
| h) | Income
and social contribution taxes on income |
| | Income
and social contribution taxes, current and deferred (according to
CVM
Resolution No. 273/98) are measured on the basis of effective rates
and
include the benefit of tax holidays, as mentioned in Note
9.b). |
| i) | Provision
for contingencies |
| | The
provision for contingencies is recorded for contingent risks with
an
estimated probable loss, based on the opinion of the internal and
external
legal advisors and administrators. Amounts are recorded based on
the
estimated costs and results of proceedings (see Note
21.a). |
| j) | Actuarial
commitment with post-retirement benefits |
| | Actuarial
commitments with the post-retirement benefits plan granted and to
be
granted to employees, retired employees and pensioners (net of plan
assets) are provided for based on the actuarial calculation prepared
by an
independent actuary in accordance with the projected credit unit
method,
as mentioned in Note 23.b). |

10

| k) | Basis
for translation of the interim financial information of foreign
subsidiaries |
| --- | --- |
| | The
interim financial information of foreign subsidiaries are translated
into
Brazilian reais at the current exchange rate in effect at the date
of the
interim financial information - ITR. The criteria for preparation
of the
interim financial information have been adapted to conform to accounting
practices derived from the Brazilian Corporation Law. |
| l) | Cash
flow statement |
| | The
Company is presenting the statement of cash flow as supplementary
information, prepared in accordance with Accounting Standards and
Procedures No. 20 (NPC) issued by IBRACON - Brazilian Institute of
Independent Auditors. |
| m) | Use
of estimates |
| | The
preparation of interim financial information in accordance with accounting
practices derived from the Brazilian Corporation Law requires management
to make estimates and assumptions that affect the reported amounts
of
assets and liabilities at the balance sheet dates and the reported
amounts
of revenues, costs and expenses for the years presented. Although
these
estimates are based on management’s best available knowledge of current
and expected future events,
actual results could differ from those
estimates. |

11

| 3. |
| --- |
| The
consolidated interim financial information have been prepared in
accordance with the basic consolidation principles established by
accounting practices adopted in Brazil and by the Brazilian Securities
Commission (CVM), and include the following direct and indirect
subsidiaries: |

06/30/2007 03/31/2007
Direct Indirect Direct Indirect
Ultragaz
Participações Ltda. 100 - 100 -
SPGás
Distribuidora de Gás Ltda. - 99 - 99
Companhia
Ultragaz
S.A. - 99 - 99
Bahiana
Distribuidora de Gás
Ltda. - 100 - 100
Utingás
Armazenadora
S.A. - 56 - 56
LPG
International
Inc. - 100 - 100
Ultracargo
- Operações Logísticas e Participações Ltda. 100 - 100 -
Transultra
- Armazenamento e
Transporte Especializado Ltda. - 100 - 100
Petrolog
Serviços e Armazéns Gerais Ltda. - 100 - -
Terminal
Químico de Aratu S.A. –
Tequimar - 99 - 99
Melamina
Ultra S.A. Indústria
Química - 99 - 99
Oxiteno
S.A. Indústria e Comércio 100 - 100 -
Oxiteno
Nordeste S.A. Indústria
e Comércio - 99 - 99
Oxiteno
Argentina Sociedad de Responsabilidad Ltda. - 99 - 99
Oleoquímica
Indústria e Comércio
de Produtos Químicos Ltda. - 100 - 100
Barrington
S.L. - 100 - 100
Oxiteno
México S.A. de
C.V. - 100 - 100
Oxiteno
Servicios Corporativos
S.A. de C.V. - 100 - 100
Oxiteno
Servicios Industriales
S.A. de C.V. - 100 - 100
Oxiteno
International
Corp. - 100 - 100
Oxiteno
Overseas
Corp. - 100 - 100
Imaven
Imóveis e Agropecuária Ltda. 100 - 100 -
Distribuidora
de Produtos de Petróleo Ipiranga S.A. 32 - - -
Companhia
Brasileira de Petróleo Ipiranga (*) 1 11 - -
am/pm
Comestíveis Ltda. (*) - 11 - -
Centro
de Conveniências Millennium Ltda. (*) - 11 - -
Empresa
Carioca de Produtos Químicos S.A. - 11 - -
Ipiranga
Comercial Importadora e Exportadora Ltda. - 11 - -
Ipiranga
Trading Limited - 11 - -
Tropical
Transportes Ipiranga Ltda. - 11 - -
Ipiranga
Imobiliária Ltda. - 11 - -
Ipiranga
Logística Ltda. - 11 - -
Maxfácil
Participações S.A. (**) - 9 - -
Isa-Sul
Administração e Participações Ltda. - 32 - -
Comercial
Farroupilha Ltda. - 32 - -
Ipiranga
Administração de Bens Móveis Ltda. - 32 - -
Refinaria
de Petróleo Ipiranga S.A. (***) 10 - - -

12

(*) As informed in the “Relevant Event” of March 19, 2007 and the “Market Announcement” of April 19, 2007, distribution of fuels/lubricants and related products of these companies are divided between Ultrapar (South and Southeast Regions of Brazil) and Petrobras (North, Northeast and Center West Regions of Brazil).

(**) Joint control among DPPI (16%), CBPI (34%) and União de Bancos Brasileiro S.A. – UNIBANCO (50%).

(***) Oil refinery operations of Refinaria de Petróleo Ipiranga S.A. are equally shared among Petrobras, Ultrapar and Braskem, and the subsidiary was proportionality consolidated in these interim financial information in accordance with Article 32 of CVM Instruction No. 247/96.

On April 18, 2007 the Company, together with Petróleo Brasileiro S.A. (“Petrobras”) and Braskem S.A. (“Braskem”), acquired the controlling interest of Ipiranga Group, as informed in “Relevant Event” published on April 19, 2007. Under the terms of the Acquisition Agreement signed by the three buyers, the Company acted as commission agent of Braskem and Petrobras, and for itself for the acquisition of the fuels/lubricants distribution and related products businesses located in the South and Southeast Regions of Brazil and Empresa Carioca de Produtos Químicos S.A. (“Ipiranga”), maintaining the brand Ipiranga. Petrobras holds the control of fuel distribution and lubricant businesses located in the North, Northeast and Center West Regions of Brazil (“North Distribution Assets”), and Braskem holds control of the petrochemical assets, represented by Ipiranga Química S.A., Ipiranga Petroquímica S.A. (IPQ) and the ownership in Copesul – Companhia Petroquímica do Sul (Copesul) (“Petrochemical Assets”).

The transaction is structured in 4 stages:

(i) acquisition of Ipiranga Group controlling interest (occurred on April 18, 2007);

(ii) tag along offering for the purchase of common shares issued by Companhia Brasileira de Petróleo Ipiranga (CBPI), Refinaria de Petróleo Ipiranga S.A. (RPI) and Distribuidora de Produtos de Petróleo Ipiranga S.A. (DPPI), which registration order was filed with CVM on May 2 nd , 2007;

13

(iii) merger of shares issued by CBPI, RPI and DPPI into Ultrapar; and

(iv) segregation of assets among Ultrapar, Petrobras and Braskem.

The conclusion of the transaction is forecasted to occur in the fourth quarter of 2007. In the first stage, the Company spent the net amount of R$ 676,432, Petrobras R$ 742,747 and Braskem R$ 651,928. Based on the initial balance sheet of March 31, 2007, the Company recorded a goodwill in the amount of R$ 424,680 in the first stage of the transaction, which is being amortized over 10 years starting in April 2007, based on the expected future profitability of Ipiranga.

The assets, liabilities and income of Ipiranga are reflect in the Company’s interim financial information since April, 2007, with minority interest presented separately in the consolidated interim financial information. As the Company acted as commission agent for Braskem and Petrobras, the assets acquired in for them were recorded as reduction of the amounts received in the same first stage of the transaction, not producing any effect in the Company’s interim financial information. The assets related to the operations of RPI’s oil refinery were proportionally consolidated in the Company’s interim financial information, since their control is shared equally with Petrobras and Braskem.

On April 30, 2007 subsidiary Transultra - Armazenamento e Transporte Especializado Ltda. acquired the company Petrolog Serviços e Armazéns Gerais Ltda. for the amount of R$8,083, recording goodwill in the amount of R$6,507, amortized in 10 years, based on its expected of future profitability.

Upon consolidation, intercompany investments, accounts, transactions and profits were eliminated. Minority interest in subsidiaries is presented separately in the interim financial information.

14

| 4. |
| --- |
| These
investments, contracted with leading banks, are substantially composed
of:
(i) private securities issued by leading banks and fixed-income
funds, all linked to the interbank deposit rate (CDI); (ii) abroad,
in cash investments, in notes issued by the Austrian Government in
Brazilian reais and linked to the interbank deposit rate (CDI), and
in
Dual Currency Deposits; and (iii) currency hedge transaction. Such
investments are stated at cost plus accrued income on a “pro rata
temporis” basis. |

06/30/2007 03/31/2007 06/30/2007 03/31/2007
Austrian
notes - - 439,197 430,326
Dual
Currency Deposits (a) - - 248,613 540,247
Foreign
investments (b) (c) - - 454,144 215,455
Securities
and fixed-income funds in Brazil 67,739 103,880 519,190 265,404
Net
expenses on hedge transaction (d) - - (67,370) (61,979)
Total 67,739 103,880 1,593,774 1,389,453
Current
portion 67,739 103,880 1,474,828 838,142
Noncurrent
portion - - 118,946 551,311

| (a) | Dual
Currency Deposits are investments of the subsidiary Oxiteno Overseas
Corp., whose yield can be in US dollars or Brazilian reais, depending
on
the US dollar rate as of the maturity date. If the US dollar rate
is lower
than the strike rate on the maturity date, the yield of this operation
will be in US dollars plus interest of 7.5% per year; otherwise,
it will
be in Brazilian reais plus average interest of 16.2% per year. The
subsidiary records the investment at the lower of the two alternative
yields, which until June 30, 2007 was represented by the US dollar.
Up to
June 30, 2007 the exchange rate has always remained below the strike
rate. |
| --- | --- |
| (b) | Investments
made by the subsidiaries Oxiteno Overseas Corp., Oxiteno International
Corp., LPG International Inc. and Oxiteno México S.A. de C.V. in
fixed-income funds, certificates of deposit and investment grade
corporate
securities. |

15

| (c) | In
April 2006, subsidiary Oxiteno Overseas Corp., owner of notes in
the
amount of US$60 million issued by Companhia Ultragaz S.A. in the
international market in 1997 (Original Notes), sold these Original
Notes
to a foreign financial institution. Concurrently, subsidiary Oxiteno
Overseas Corp. acquired from this financial institution a credit
linked
note backed by the Original Notes. This transaction provides a
financial
gain for the Company corresponding to the difference between the
interest
rate paid for the credit linked note and the Original Notes, as
mentioned
in Note 15.b). |
| --- | --- |
| (d) | Accumulated
gain or loss (see Note 20). |

16

  1. TRADE ACCOUNTS RECEIVABLE (CONSOLIDATED)

| Domestic
customers Ipiranga / Refinery | 802,374 | - |
| --- | --- | --- |
| Other
domestic customers | 377,920 | 398,138 |
| Financing
to customers | 263,197 | - |
| Foreign
customers | 89,941 | 65,964 |
| (-)
Advances on foreign exchange contracts | (57,632) | (39,126) |
| (-)
Allowance for doubtful accounts | (57,243) | (22,479) |
| | 1,418,557 | 402,497 |
| Current
portion | 1,260,910 | 383,714 |
| Noncurrent
portion | 157,647 | 18,783 |

| Financing
to customers are directed to the reimbursement of reforms and
modernizations of gas stations, acquisition of products and market
development of fuel and lubricant distribution. |
| --- |
| The
changes in the allowance for doubtful accounts are shown
below: |

| Balance
at March 31, 2007 | 22,479 |
| --- | --- |
| Initial
balance of Ipiranga / Refinery | 41,222 |
| Addition
recorded as selling expenses | 5,549 |
| Utilization | (12,007) |
| Balance
at June 30, 2007 | 57,243 |

17

  1. INVENTORIES (CONSOLIDATED)

| Cost | Provision for
losses | Net | Cost | Provision for
losses | Net | |
| --- | --- | --- | --- | --- | --- | --- |
| Finished
products | 147,247 | (3,152) | 144,095 | 114,302 | (2,132) | 112,170 |
| Work
in process | 1,114 | - | 1,114 | 783 | - | 783 |
| Raw
materials | 81,398 | (37) | 81,361 | 50,262 | (40) | 50,222 |
| Liquefied
petroleum gas (LPG) | 20,491 | - | 20,491 | 24,093 | - | 24,093 |
| Fuel,
lubricants and grease | 230,389 | (375) | 230,014 | - | - | - |
| Supplies
and cylinders for resale | 44,512 | (1,261) | 43,251 | 28,294 | (587) | 27,707 |
| Advances
to suppliers | 20,117 | - | 20,117 | 13,038 | - | 13,038 |
| | 545,268 | (4,825) | 540,443 | 230,772 | (2,759) | 228,013 |

The changes in the provision for losses on inventories are shown below:

| Balance
at March 31, 2007 | 2,759 |
| --- | --- |
| Additions | 2,071 |
| Reversal | (5) |
| Balance
at June 30, 2007 | 4,825 |

18

| 7. |
| --- |
| Represented
substantially by credit balances of ICMS (state Value Added Tax
- VAT),
PIS and COFINS (taxes on revenue), and income and social contribution
taxes. |

06/30/2007 03/31/2007 06/30/2007 03/31/2007
Income
and social contribution taxes 28,373 27,879 107,571 73,706
ICMS - - 155,427 112,983
Provision
for losses - ICMS (*) - - (40,909) (34,433)
PIS
and COFINS 21 21 19,882 18,131
VAT
of subsidiary Oxiteno México
S.A. de C.V. - - 15,420 11,855
Excise
Tax - IPI - - 7,439 645
Other 41 41 1,206 1,028
Total 28,435 27,941 266,036 183,915
Current
portion 9,840 2,770 193,599 110,671
Noncurrent
portion 18,595 25,171 72,437 73,244
(*)
The changes in the provision for losses on ICMS are shown
below:

| Balance
at March 31, 2007 | 34,433 |
| --- | --- |
| Initial
balance of Ipiranga / Refinery | 6,035 |
| Addition | 1,362 |
| Reversal | (921) |
| Balance
at June 30, 2007 | 40,909 |

19

| The
increase in the balance of income and
social
contribution tax credits is mainly due to the inclusion of
Ipiranga. |
| --- |
| The
increase in the balance of ICMS is due to the credits addition
by Ipiranga
and the increase in ICMS credits of the Camaçari (Bahia State) plant of
the subsidiary Oxiteno Nordeste S.A Indústria e Comércio, due to measures
taken by the Bahia State, which made it difficult to utilize credits
for
import payment or to transfer them to third parties. The total
balance of
credits from this plant corresponds to R$ 66,334 as of June 30,
2007 (R$
60,419 as of March 31, 2007), of which R$ 27,562 have already been
reviewed by the tax authorities and are awaiting release by the
state
finance department of Bahia for commercialization. In addition
to these
credits, the subsidiary’s management is working on a series of additional
measures for consumption of the plant’s ICMS balance. The allowance for
loss of the plant’s credits was recognized on the basis of the maximum
discount expected on their commercialization. The PIS and COFINS
credits
are being utilized to offset other federal taxes, mainly income
and social
contribution taxes on income. |

20

  1. RELATED COMPANIES
Loan
Asset Liability
Oxiteno
S.A. Indústria e Comércio 76,901 -
Ultragaz
Participações Ltda. 8,580 -
Melamina
Ultra S.A. Indústria Química - 456
Total
at June 30, 2007 85,481 456
Total
at March 31, 2007 110,355 33,456

| Loans | | Trade
accounts | | |
| --- | --- | --- | --- | --- |
| Asset | Liability | Receivable | Payable | |
| Química
da Bahia Indústria e Comércio S.A. | - | 3,641 | - | - |
| Serma
Associação dos Usuários de Equipamentos de Processamentos de Dados e
Serviços Correlatos | 9,883 | - | - | - |
| Petroquímica
União S.A. | - | - | - | 431 |
| Oxicap
Indústria de Gases Ltda. | - | - | - | 774 |
| Liquigás
Distribuidora S.A. | - | - | 156 | - |
| Petróleo
Brasileiro S.A. Petrobras | - | - | 7,624 | 194,210 |
| Copagaz
Distribuidora de Gás S.A. | - | - | 93 | - |
| Braskem
S.A. | - | - | - | 6,275 |
| SHV
Gás Brasil Ltda. | - | - | 195 | - |
| Plenogás
- Distribuidora de Gás S.A. | - | 871 | - | - |
| Refinaria
de Petróleo Ipiranga S.A. (*) | 32,265 | - | 25 | 4,858 |
| Other | - | 211 | 24 | - |
| Total
at June 30, 2007 | 42,148 | 4,723 | 8,117 | 206,548 |
| Total
at March 31, 2007 | 8,945 | 4,687 | 8,974 | 8,199 |

| (*)The
loan with Refinaria de Petróleo Ipiranga S.A., refers to the acquisition
of subscription rights from Distribuidora de Produtos de Petróleo Ipiranga
S.A., with maturity on October 3, 2007. The amount in the table
above
refers the loan amounts that were not eliminated on consolidation,
given
that RPI’s consolidation is proportional and DPPI’s is
full. |
| --- |
| With
exception of the loans with Química da Bahia Indústria e Comércio S.A. and
Refinaria de Petróleo Ipiranga S.A., loans are not subject to financial
charges. |

21

Operations Financial
Sales Purchases expenses
Petroquímica
União S.A. 95 61,697 -
Oxicap
Indústria de Gases Ltda. - 5,052 -
Liquigás
Distribuidora S.A. 1,895 - -
Química
da Bahia Indústria e Comércio S.A. - - (110)
Petróleo
Brasileiro S.A. - Petrobras 22 4,743,962 -
Copagaz
Distribuidora de Gás S.A. 547 - -
Braskem
S.A. 25,292 340,892 -
SHV
Gás Brasil Ltda. 757 - -
Refinaria
de Petróleo Ipiranga S.A. (**) 191 149,418 697
Other 393 - -
Total
at June 30, 2007 29,192 5,301,021 587
Total
at June 30, 2006 28,752 1,341,025 (76)

| (**)
Purchase and sales transactions refer substantially to fuel
supplies of
RPI to DPPI. The amount in the table above refers to the amounts
that were
not eliminated on consolidation, given that RPI’s consolidation is
proportional and DPPI’s is full. |
| --- |
| Purchase
and sale transactions refer substantially to purchases of raw
materials,
other materials and transportation and storage services, carried
out at
market prices and conditions. |

22

9.
a) Deferred
income and social contribution taxes
The
Company and its subsidiaries recognize tax assets and liabilities,
which
do not expire, arising from tax loss carryforwards, temporary add-backs,
revaluation of property, plant and equipment, and other procedures.
The
tax credits are based on continuing profitability from operations.
Deferred income and social contribution taxes are presented in the
following principal categories:
06/30/2007 03/31/2007 06/30/2007 03/31/2007
Assets:
Deferred
income and social contribution taxes on:
Provision
for loss of assets - - 42,023 22,124
Provision
for contingencies - - 38,076 12,269
Provision
for
post-retirement benefits (see Note 23.b) - - 24,974 -
Other
provisions 122 264 36,840 27,250
Income
and social contribution tax loss carryforwards 13,484 1,191 42,298 31,669
Total 13,606 1,455 184,211 93,312
Current
portion 122 264 74,504 37,880
Noncurrent
portion 13,484 1,191 109,707 55,432
Liabilities:
Deferred
income and social contribution taxes on:
Revaluation
of property, plant and equipment - - 684 773
Accelerated
depreciation - - 180 -
Income
earned abroad - - 25,858 25,544
Total - - 26,722 26,317
Current
portion - - 208 154
Noncurrent
portion - - 26,514 26,163

23

| The
estimated recovery of deferred income and social contribution tax
assets
is shown below: — Parent
Company | Consolidated | |
| --- | --- | --- |
| Until
1 year | 122 | 74,504 |
| From
1 to 2 years | 6,368 | 38,050 |
| From
2 to 3 years | 3,770 | 30,385 |
| From
3 to 4 years | 3,346 | 24,635 |
| From
5 to 7 years | - | 9,103 |
| From
8 to 10 years | - | 7,534 |
| | 13,606 | 184,211 |

24

| b) |
| --- |
| Income
and social contribution taxes are reconciled to official tax rates
as
follows: |

06/30/2007 06/30/2006 06/30/2007 06/30/2006
Income
before taxes, equity in subsidiary and affiliated companies and
minority
interest (32,912) 3,400 172,170 170,719
Official
tax rates - % 34 34 34 34
Income
and social contribution taxes at official rates 11,190 (1,156) (58,538) (58,044)
Adjustments
to the effective tax rate:
Operating
provisions and nondeductible expenses/nontaxable income 9 (19) (26) 1,715
Adjustments
to estimated income - - 3,047 948
Interest
on capital (762) (4,893) - -
Workers’
meal program (PAT) - - 356 483
Other - - (220) (40)
Income
and social contribution taxes before benefit of tax
holidays 10,437 (6,068) (55,381) (54,938)
Benefit
of tax holidays - ADENE - - 6,084 30,753
Income
and social contribution taxes in the statements of income 10,437 (6,068) (49,297) (24,185)
Current - (6,150) (77,347) (66,186)
Deferred 10,437 82 21,966 11,248
Benefit
of tax holidays - ADENE - - 6,084 30,753

25

| c) |
| --- |
| The
following subsidiaries have partial or total exemption from
income tax in
connection with a government program for the development of
the Northeast
Region of Brazil: |

| Subsidiary | Plants | Incentive — -
% | Expiration — date |
| --- | --- | --- | --- |
| Oxiteno
Nordeste S.A. Indústria e Comércio (*) | Camaçari
plant | 100 | 2006 |
| Bahiana
Distribuidora de Gás Ltda. | Mataripe
plant | 75 | 2013 |
| | Suape
plant | 100 | 2007 |
| | Ilhéus
plant | 25 | 2008 |
| | Aracaju
plant | 25 | 2008 |
| | Caucaia
plant | 75 | 2012 |
| Terminal
Químico de Aratu S.A. - Tequimar | Aratu
Terminal | 75 | 2012 |
| | Suape
Terminal | 75 | 2015 |

(*) In December 2006, this plant’s exemption expired and a request was filed with ADENE (Northeast Development Agency), the agency in charge of managing this incentive program, seeking a 75% income tax reduction until 2016, which was granted on May 25, 2007. On July 3, 2007, the benefit analysis report issued by ADENE was directed to the Federal Revenue Service to be ratified in up to 120 days; after this period the subsidiary will record the reduction value in its results, with retroactive effect to January 1, 2007. Should this 75% reduction not be approved, the Subsidiary will file a new request with ADENE, for 25% income tax reduction until 2008 and 12.5% from 2009 to 2013, to which it is entitled for being located in a development region and exercising an economic activity that is considered as priority for the area.

26

  1. PREPAID EXPENSES (CONSOLIDATED)
Rents 20,391 3,470
Marketing 5,453 -
Expenses
with bond issuances 12,683 11,394
Insurance
premium 3,373 4,105
Taxes,
mainly Municipal Real Estate Tax - IPTU Vehicle
Tax - IPVA 2,113 1,874
Other
prepaid expenses 5,538 2,466
49,551 23,309
Current
portion 20,474 11,113
Noncurrent
portion 29,077 12,196
11.
a)
Subsidiaries of the Company
06/30/2007 03/31/2007 06/30/2007 06/30/2006
Ultragaz
Participações Ltda. 408,923 382,864 34,994 46,686
Ultracargo
- Operações Logísticas e Participações Ltda. 213,403 207,091 7,111 1,595
Imaven
Imóveis e Agropecuária Ltda. 48,394 47,242 2,322 2,347
Oxiteno
S.A. Indústria e Comércio 1,485,072 1,422,138 42,773 103,242
Distribuidora
de Produtos de Petróleo Ipiranga S.A. 165,145 - 4,511 -
Companhia
Brasileira de Petróleo Ipiranga 95,944 - 4,825 -
Refinaria
de Petróleo Ipiranga S.A. (joint subsidiary) 509 - 509 -
2,417,390 2,059,335 97,045 153,870

b) Affiliated Companies (consolidated)

06/30/2007 03/31/2007 06/30/2007 06/30/2006
Química
da Bahia Indústria e Comércio S.A. 3,551 3,503 75 634
Oxicap
Indústria de Gases Ltda. 1,573 1,682 (98) 13
Transportadora
Sulbrasileira de Gás S.A. 7,118 - (106) -
12,242 5,185 (129) 647

In the consolidated interim financial information, the investment of subsidiary Oxiteno S.A. Indústria e Comércio in the affiliated company Oxicap Indústria de Gases Ltda. is carried under the equity method based on the affiliate’s interim financial information as of May 31, 2007. Other subsidiaries are valued based on the interim financial information as of June 30, 2007.

27

  1. PROPERTY, PLANT AND EQUIPMENT (CONSOLIDATED)

| depreciation
average | Revalued | Accumulated | Allowance | Net
book | Net
book | |
| --- | --- | --- | --- | --- | --- | --- |
| rates
- % | cost | depreciation | for realization | value | value | |
| Land | - | 177,838 | - | (374) | 177,464 | 47,074 |
| Buildings | 4 | 591,118 | (266,931) | - | 324,187 | 202,134 |
| Leasehold
improvements | 4 | 182,260 | (67,289) | - | 114,971 | 74,661 |
| Machinery
and equipment | 8 | 1,007,585 | (543,671) | (655) | 463,259 | 447,589 |
| Equipment
and fixtures for the distribution of fuels / lubricants | 10 | 740,082 | (436,176) | - | 303,906 | - |
| Gas
tanks and cylinders for LPG | 10 | 281,726 | (170,985) | - | 110,741 | 112,415 |
| Vehicles | 21 | 213,683 | (157,889) | - | 55,794 | 32,247 |
| Furniture
and fixtures | 10 | 57,471 | (32,901) | - | 24,570 | 15,063 |
| Construction
in progress | - | 302,236 | - | - | 302,236 | 160,234 |
| Advances
to suppliers | - | 84,548 | - | - | 84,548 | 74,532 |
| Imports
in transit | - | 5,140 | - | - | 5,140 | 1,150 |
| IT
equipment | 20 | 139,632 | (108,142) | - | 31,490 | 11,437 |
| Other | | 174 | (106) | - | 68 | - |
| | | 3,783,493 | (1,784,090) | (1,029) | 1,998,374 | 1,178,536 |

The changes in the provision for losses on property, plant and equipment are shown below:

| Balance
at March 31, 2007 | 1,633 |
| --- | --- |
| Write
off | (604) |
| Balance
at June 30, 2007 | 1,029 |

Construction in progress refers substantially to construction of the fatty alcohols plant of subsidiary Oleoquímica Indústria e Comércio de Produtos Químicos Ltda. in the amount of R$ 141,525, and the new alkoxylation plant of subsidiary Oxiteno S.A. Indústria e Comércio in the amount of R$ 40,084, as well as expansions and renovations of the subsidiaries’ plants, the construction and modernization of gas stations and terminals for distribution of fuel of subsidiaries Companhia Brasileira de Petróleo Ipiranga and Distribuidora de Petróleo Ipiranga S.A., in the amount of R$ 38,884.

28

| Advances
to suppliers refer basically to purchase of equipment for
the fatty
alcohols plant of subsidiary Oleoquímica Indústria e Comércio de Produtos
Químicos Ltda. |
| --- |
| The
subsidiaries recorded, in previous years, revaluation of
property, plant
and equipment items. The revaluation balances are shown
below: |

| | Accumulated | Net
book | Net
book | |
| --- | --- | --- | --- | --- |
| Revaluation | depreciation | value | value | |
| Land | 16,088 | - | 16,088 | 15,469 |
| Buildings | 43,866 | (34,920) | 8,946 | 9,321 |
| Machinery
and equipment | 31,738 | (30,766) | 972 | 1,026 |
| Gas
tanks and cylinders | 48,910 | (48,910) | - | - |
| Vehicles | 661 | (661) | - | - |
| | 141,263 | (115,257) | 26,006 | 25,816 |

The depreciation of theses revaluations in the amount of R$ 867 as of June 30, 2007 (R$ 964 as of June 30, 2006) was recorded in the statements of income. The amount of deferred taxes on revaluations totals R$ 7,072 as of June 30, 2007 (R$ 7,275 as of March 31, 2007), of which R$ 684 as of June 30, 2007 (R$ 773 as of March 31, 2007) is recorded as noncurrent liabilities, as shown in Note 9.a), and R$ 6,388 as of June 30, 2007 (R$ 6,502 as of March 31, 2007) is accrued in the same period in which certain subsidiaries realize the revaluation reserve, since these revaluations occurred prior to the issuance of CVM Resolution No. 183/95.

29

  1. INTANGIBLE ASSETS (CONSOLIDATED)

| amortization
average | | Accumulated | Provision | Net book | Net book | |
| --- | --- | --- | --- | --- | --- | --- |
| rate
- % | Cost | amortization | for losses | value | value | |
| Software | 20 | 105,183 | (72,494) | - | 32,689 | 23,864 |
| Commercial
property rights | 3 | 16,334 | (1,946) | - | 14,388 | 14,525 |
| Goodwill | 20 | 15,466 | (10,328) | - | 5,138 | 5,646 |
| Technology | 20 | 20,493 | (5,170) | - | 15,323 | 15,448 |
| Other | 10 | 1,373 | (108) | (836) | 429 | 434 |
| | | 158,849 | (90,046) | (836) | 67,967 | 59,917 |

The changes in the provision for losses on intangibles are shown below:

| Balance
at March 31, 2007 | 836 |
| --- | --- |
| Addition | - |
| Balance
at June 30, 2007 | 836 |

Commercial property rights, mainly those described below:

· On July 11, 2002, subsidiary Terminal Químico de Aratu S.A. - Tequimar signed a contract with CODEBA - Companhia Docas do Estado da Bahia for use of the site where the Aratu Terminal is located for another 20 years, renewable for the same period. The price paid by Tequimar amounted to R$ 12,000 and is being amortized from August 2002 to July 2042.

· Further, subsidiary Terminal Químico de Aratu S.A. - Tequimar has a lease agreement for an area adjacent to the Port of Santos for 20 years, effective December 2002 and renewable for another 20 years, for building and operating a terminal for receiving, tanking, handling and distribution of bulk liquids. The price paid by Tequimar was R$ 4,334 and is being amortized from August 2005 until December 2022.

30

  1. DEFERRED CHARGES (CONSOLIDATED)

| amortization
average | | Accumulated | Net book | Net book | |
| --- | --- | --- | --- | --- | --- |
| rates
- % | Cost | amortization | value | value | |
| Expenses
with studies and projects | 20 | 67,580 | (14,741) | 52,839 | 44,991 |
| Pre-operating
expenses | 12 | 6,730 | (2,951) | 3,779 | 3,950 |
| Installation
of Ultrasystem equipment at customers’ facilities | 33 | 175,042 | (113,643) | 61,399 | 61,675 |
| Goodwill | 10 | 439,631 | (14,786) | 424,845 | 4,725 |
| Other | 20 | 2,395 | (1,417) | 978 | 878 |
| | | 691,378 | (147,538) | 543,840 | 116,219 |

| Expenses
on studies and projects include, mainly, the LPG distribution
structure
review project and expenses for the Rio de Janeiro
Petrochemical Complex
(COMPERJ) project. |
| --- |
| Goodwill
related to the share acquisitions of Petrolog Serviços e Armazéns Gerais
Ltda. in the amount of R$ 6,507, and for Ipiranga in
the amount of R$
424,680 are being amortized in 120 months (see Note
3). |

31

  1. LOANS, FINANCING AND DEBENTURES (CONSOLIDATED)

a) Composition

Annual
Index/ Interest
Description 06/30/2007 03/31/2007 currency rate
2007 - % Maturity
Foreign
currency:
Syndicated
loan 115,718 124,750 US$ 5.05 2008
Notes
in the foreign market (b) 115,919 126,161 US$ 9.0 2020
Notes
in the foreign market (c) 482,520 522,923 US$ 7.25 2015
Notes
in the foreign market (d) 112,506 - US$ 9.88 2008
Working
capital loan 6,391 4,077 MX$
+ TIIE (i) 1.0 2008
Working
capital loan 2,575 - US$ 7.12 to
8.55 2007
Foreign
financing 23,561 24,625 US$
+ LIBOR 2.0 2009
Inventories
and property, plant and equipment financing 22,656 13,891 MX$
+ TIIE (i) From
1.1 to 2.0 From
2009 to 2014
Inventories
and property, plant and equipment financing 3,233 - US$
+LIBOR From
1.50 to 1.75 2009
Import
financing (REFINIMP) 1,946 - US$ From
6.8 2007
Import
financing (FINIMP) 5,178 - US$
+LIBOR 0.23 2007
Advances
on foreign exchange contracts 36,824 4,043 US$ From
5.20 to 6.20 <
149 days
National
Bank for Economic and Social Development (BNDES) 9,020 10,693 UMBNDES
(ii) From
4.50 to 10.38 From
2007 to 2011
National
Bank for Economic and Social Development (BNDES) 10,631 10,154 US$ From
7.68 to 10.83 From
2010 to 2013
Export
prepayments, net of linked operations 6,695 10,383 US$ 6.2 2008
Subtotal 955,373 851,700
Local
currency:
National
Bank for Economic and Social Development (BNDES) 199,712 196,726 TJLP (iii) From
1.80 to 4.85 From
2007 to 2013
National
Bank for Economic and Social Development (BNDES) 4,736 4,645 IGP-M
(iv) 6.5 2008
Government
Agency for Machinery and Equipment Financing (FINAME) 73,792 36,901 TJLP
(iii) From
2.5 to 5.10 From
2007 to 2011
Research
and projects financing (FINEP) 67,300 55,398 TJLP
(iii) From
(2.0) to 5.0 From
2009 to 2014
Debentures
(e.1) 312,073 303,078 CDI 102.5 2008
Debentures
(e.2) 692,679 - CDI 102.5 2008
Debentures
(e.3) 360,511 - CDI 103.8 2011
Banco
do Nordeste do Brasil 44,168 19,790 From
9.78 to 11.5 2018
Financial
institutions 91,429 - CDI 100 2008
Debit
balance 15,004 - Free
of charge 2007
Other 346 483
Subtotal 1,861,750 617,021
Total
financing and debentures 2,817,123 1,468,721
Current
liabilities (1,317,991) (428,469)
Non
current liabilities 1,499,132 1,040,252

(i) MX$ = Mexican peso; TIIE = Mexican break-even interbank interest rate.

(ii) UMBNDES = BNDES monetary unit. This is a “basket” of currencies representing the composition of the BNDES debt in foreign currency, 93%, of which is linked to the U.S. dollar.

(iii) TJLP = fixed by the CMN (National Monetary Council); TJLP is the basic cost of BNDES financing.

(iv) IGP-M = General Market Price Index, is a measure of Brazilian inflation calculated by the Getúlio Vargas Foundation.

32

The long-term portion matures as follows:

| From
1 to 2 years | 433,009 | 220,163 |
| --- | --- | --- |
| From
2 to 3 years | 219,069 | 92,872 |
| From
3 to 4 years | 164,239 | 36,996 |
| From
4 to 5 years | 36,197 | 24,288 |
| Over
5 years | 646,618 | 665,933 |
| | 1,499,132 | 1,040,252 |

| b) |
| --- |
| In
June 1997, the subsidiary Companhia Ultragaz S.A. issued US$60
million in
notes, (Original Notes), maturing in 2005. In June 2005, maturity
was
extended to June 2020, with put/call options in June
2008. |
| In
June 2005, the subsidiary Oxiteno Overseas Corp. acquired the full
amount
of Original Notes, with funds from a syndicated loan in the amount
of
US$60 million with maturity in June 2008 and interest rate of 5.05%
per
year. The syndicated loan was guaranteed by the Company and the
subsidiary
Oxiteno S.A. Indústria e Comércio. |
| In
April 2006, subsidiary Oxiteno Overseas Corp. sold the Original
Notes to a
financial institution. Concurrently, the subsidiary acquired from
this
financial institution a credit linked note backed by the Original
Notes,
as mentioned in Note 4, thus obtaining an additional return on
this
investment. The transaction matures in 2020, and the subsidiary
as well as
the financial institution may redeem it early, although the subsidiary
has
only an annual option of redemption (purchase) in or after June
2008. In
the event of insolvency of the financial institution, Companhia
Ultragaz
S.A. would be required to settle the Original Notes, although Oxiteno
Overseas Corp. would continue to be the creditor of the credit
linked
note. Thus, the Company stopped eliminating the Original Notes
in its
interim financial information. |

33

| c) |
| --- |
| In
December 2005, the subsidiary LPG International Inc. issued notes
in the
amount of US$250 million, maturing in December 2015, with annual
interest
rate of 7.25% paid semiannually, with the first payment scheduled
for June
2006. The issue price was 98.75% of the notes’ face value, which
represented a total yield for investors of 7.429% per year upon
issuance.
The notes were guaranteed by the Company and by Oxiteno S.A. Indústria e
Comércio. |
| As
a
result of the issuance of notes and the syndicated loan, the Company
and
its subsidiaries mentioned above are subject to covenants that
limit,
among other things: |

· Limitation of transactions with shareholders that hold amounts of 5% or more of any class of Capital Stock of the Company, except upon fair and reasonable terms no less favorable to the Company than could be obtained in a comparable arm’s-length transaction with a third party;

· Obligation of having Board of Directors resolution for transactions with related parties higher than US$15 million (excepting transactions by the Company with subsidiaries and between subsidiaries);

· Restriction of disposal of the totality or near totality of the assets of Company and subsidiaries;

· Restriction of encumbrances on assets in excess of US$150 million or 15% of the value of consolidated tangible assets;

· Maintenance of financial ratio, between consolidated net debt and consolidated EBITDA (Earning Before Interest, Taxes, Depreciation and Amortization), less than or equal to 3.5; and

· Maintenance of financial ratio, between consolidated EBITDA and consolidated net financial expenses higher than or equal to 1.5.

The restrictions imposed on the Company and its subsidiaries are usual in transactions of this nature and have not limited their ability to conduct their businesses to date.

34

| d) | Notes
in the foreign market |
| --- | --- |
| | On
August 1, 2003, subsidiary Companhia de Petróleo Ipiranga issued
US$ 135 millions in notes in the international market. On August
1,
2005, when the interest levied increased from 7.875% per year
to 9.875%
per year, these securities were partly redeemed in the amount
of
US$ 1.3 million or R$ 3.1 millions. In 2006, partial redemption
was performed in the amount of US$ 79.6 millions or R$ 164.9
millions,
which represented the acceptance of CBPI’s repurchase offer to the note
holders. |
| e) | Debentures |
| | e.1)
On March 1, 2005, the Company issued a single series of 30,000
nonconvertible debentures, whose main features
are: |

| Nominal
unit value: | R$
10,000.00 |
| --- | --- |
| Final
maturity: | March
1, 2008 |
| Nominal
value payment: | Lump
sum at final maturity |
| Yield: | 102.5%
of CDI |
| Yield
payment: | Semiannually,
beginning March 1, 2005 |
| Repricing: | None |

The debentures are subject to commitments that restrict, among other things, certain operations of merger or spin-off, as well as the disposal of operating assets that would result in a reduction of more than 25% of consolidated net sales, and also included the obligation to maintain a consolidated net debt to consolidated EBITDA ratio less than or equal to 3.5. Thus far, none of these commitments have restricted the ability of the Company and its subsidiaries to conduct business.

35

e.2) On April 11, 2007, the Company issued debentures in the amount of R$ 889,000, of which a first series was received on April 18, 2007, in the total amount of R$ 675,000 with maturity on April 11, 2008 and semiannual yield of 102.5% of CDI, and the second series in the amount of R$ 214,000 to be issued.

| Nominal
unit value: | R$
675,000,000.00 |
| --- | --- |
| Final
maturity: | April
11, 2008 |
| Nominal
value payment: | Lump
sum at final maturity |
| Yield: | 102.5%
of CDI |
| Yield
payment: | Semiannually,
beginning October 11, 2007 |
| Repricing: | None |

e.3) On April 18, 2006, subsidiary Companhia Brasileira de Petróleo Ipiranga registered in the Brazilian Securities and Exchange Commission - CVM, the public distribution of 35,000 debentures, single series, non-convertible into shares and non-preferred (chirographary) whose main features are:

| Nominal
unit value: | R$
10,000.00 |
| --- | --- |
| Final
maturity: | April 1,
2011 |
| Nominal
value payment: | three
quotas in 2009, 2010 and 2011 |
| Yield: | 103.8%
of CDI |
| Yield
payment: | Semiannually,
beginning April 1, 2006 |

36

| f) |
| --- |
| A
portion of the financing is collateralized by liens on property,
plant and
equipment, shares, promissory notes and guarantees provided
by the Company
and its subsidiaries, as shown
below: |

Amount
of financing secured by:
Property,
plant and equipment 74,403 38,134
Shares
of affiliated companies and minority stockholders’
guarantees 4,736 4,645
79,139 42,779

| Other
loans are collateralized by guarantees issued by the Company
and by the
future flow of exports. The Company is responsible for sureties
and
guarantees offered on behalf of its subsidiaries, amounting
to R$ 979,182
as of June 30, 2007 (R$ 1,041,278 as of March 31,
2007). |
| --- |
| Certain
subsidiaries have issued guarantees to financial institutions
related to
amounts owed to those institutions by some of their customers
(vendor
financing). In the event any subsidiary is required to make
a payment
under the guarantees, the subsidiary may recover such amounts
paid
directly from its customers through commercial collection.
Maximum future
payments related to these guarantees amount to R$ 20,043 as
of June 30,
2007 (R$ 29,936 as of March 31, 2007), with terms of up to
210 days. As of
June 30, 2007, the Company and its subsidiaries have not incurred
any loss
nor recorded any liability related to these
guarantees. |

37

16.
a) Capital
The
Company is a listed corporation with shares traded on the São Paulo and
New York Stock Exchanges. Subscribed and paid-up capital is
represented by
81,325,409 shares without par value, comprised of 49,429,897
common and
31,895,512 preferred shares.
As
of June 30, 2007, 10,701,954 preferred
shares were
outstanding abroad, in the form of American Depositary Receipts
-
ADRs.
Preferred
shares are not convertible into common shares, do not entail
voting
rights, and have priority in capital redemption, without premium,
in the
event of liquidation of the Company.
At
the beginning of 2000, the Company granted, through a shareholders
agreement, tag-along rights, which assure to minority stockholders
identical conditions to those negotiated by the controlling
shareholders
in case of disposal of shareholding control of the
Company.
The
Company is authorized to increase its capital, regardless of
amendment to
the bylaws, through a resolution of the Board of Directors,
until it
reaches R$
1,500,000, by means of issuance of common or preferred shares,
without
keeping the existing ratio, observed the limit of 2/3 of preferred
shares
to the total shares issued.

38

| b) | Treasury
shares |
| --- | --- |
| | The
Company acquired its own shares at market prices, without capital
reduction, for holding in treasury and subsequent disposal or
cancellation, in accordance with the provisions of Brazilian
Securities
Commission (CVM) Instructions No. 10, of February 14, 1980, and No.
268, of November 13, 1997. |
| | During
the first semester of 2007, 354,900 preferred shares were acquired
at the
average cost of R$ 59.01 per share regarding to the share repurchase
program approved in the Board of Director’s Meeting of August 02,
2006. |
| | As
of June 30, 2007, the Company’s interim financial
information record 516,597 preferred shares and 6,617 common
shares in treasury, which were acquired at the average cost of
R$ 49.17
and R$ 19.30 per share, respectively. The consolidated financial
information record 763,547 preferred shares and 6,617 common
shares in
treasury, which were acquired at the average cost of R$ 40.95
and R$ 19.30
per share, respectively. |
| | The
market price of preferred shares issued by the Company as of
June 30, 2007
on the São Paulo Stock Exchange (BOVESPA) was R$ 64.39. |
| c) | Capital
reserve |
| | The
capital reserve in the amount of R$ 3,026 reflects the goodwill
on the
disposal of shares at market price to be held in treasury in
the Company’s
subsidiaries, at the average price of R$ 36.00 per share. Executives
of
these subsidiaries were given the usufruct opportunity to have
such
shares, as described in Note 22. |

39

| d) | Revaluation
reserve |
| --- | --- |
| | This
reserve reflects the revaluation write-up of assets of subsidiaries
and is
realized based upon depreciation, write-off or disposal of
revalued
assets, including the related tax effects. |
| | In
some cases, taxes on the revaluation reserve of certain subsidiaries
are
recognized only upon the realization of this reserve, since
the
revaluations occurred prior to the publication of CVM Resolution
No.
183/95, as mentioned in Note 12. |
| e) | Retention
of profits reserve |
| | This
reserve is supported by the investment program, in conformity
with article
196 of Brazilian corporate law, and includes both a portion
of net income
and the realization of the revaluation reserve. |
| f) | Realizable
profits reserve |
| | This
reserve is established in conformity with article 197 of Brazilian
corporate law, based on the equity in subsidiaries and affiliated
companies. Realization of the reserve usually occurs upon receipt
of
dividends, disposal and write-off of
investments. |

40

g) Conciliation of shareholders’ equity - Company and consolidated

| Shareholders’
equity - Company | 1,994,236 | 1,975,498 |
| --- | --- | --- |
| Treasury
shares held by subsidiaries, net of realization | (4,430) | (4,577) |
| Capital
reserve arising from sale of treasury shares to subsidiaries, net
of
realization | (2,324) | (2,400) |
| Shareholders’
equity - consolidated | 1,987,482 | 1,968,521 |

| h) |
| --- |
| The
reconciliation of net income, Parent Company and consolidated,
shows the
effect of the reversal of the allowance for scheduled factory
maintenance
of some subsidiaries, net of income and social contribution
taxes,
recorded in retained earnings, in accordance with CVM Resolution
No.
489/05 and Technical Interpretation No. 01/06 by IBRACON, as
follows: |

| Net
income - Parent Company | 151,202 |
| --- | --- |
| Reversal
of allowance for factory maintenance by the subsidiary Oxiteno
S.A.
Indústria e Comércio | (796) |
| Reversal
of allowance for factory maintenance by the subsidiary Oxiteno
Nordeste
S.A. Indústria e Comércio | (5,513) |
| Net
income - consolidated | 144,893 |

  1. NONOPERATING EXPENSES, NET (CONSOLIDATED)

Composed mainly of R$ 1,502 as of June 30, 2007 (R$ 6,675 as of June 30, 2006) in write-off of deferred assets related to studies and projects, and R$ 443 as of June 30, 2007 (R$ 6,559 as of June 30, 2006) of result on the sale of property, plant and equipment, mainly gas cylinders and vehicles.

41

  1. SEGMENT INFORMATION

The Company has four relevant segments: gas, chemicals, logistics and distribution. The gas segment distributes LPG to retail, commercial and industrial consumers mainly in the South, Southeast and Northeast Regions of Brazil. The chemicals segment primarily produces ethylene oxide and by products, which are raw materials for the textiles, foods, cosmetics, detergents, agricultural chemicals, paints and varnishes industries, among other. Operations in the logistics segment include storage and transportation, mainly in the Southeast and Northeast Regions of Brazil. The distribution segment operates in distribution of fuels, lubricants and related products in the South and Southeast Regions of Brazil. Reportable segments are strategic business units that offer different products and services. Intersegment sales are transacted at prices approximating those that could be obtained with third parties.

The main financial information about each of the Company’s reportable segments is presented as follows:

Ultragaz Oxiteno Ultracargo Ipiranga Other Consolidated Consolidated
Net
sales, net of related-party transactions 1,532,392 783,894 88,365 4,947,410 3,174 7,355,235 2,295,079
Income
from operations before financial income (expenses) and equity in
subsidiary and affiliated companies 78,831 46,074 10,804 84,187 (7,828 ) 212,068 149,057
Total
assets, net of related parties 895,507 2,472,633 353,292 2,570,744 570,820 6,862,996 3,717,502

In the table above, the column "other" is composed mainly by parent company Ultrapar Participações S.A., that recorded the goodwill on the acquisition of Ipiranga, and by the participation in the oil refining business.

42

  1. FINANCIAL INCOME AND EXPENSES, NET (CONSOLIDATED)
06/30/2006
Financial
income:
Interest
on temporary cash investments and noncurrent investments 72,461 83,736
Interest
on trade accounts receivable 6,574 2,905
Monetary
and exchange variation income (11,120) ­(13,782)
Other
income 950 958
68,865 73,817
Financial
expenses:
Interest
on loans and financing (45,850) (42,718)
Interest
on debentures (45,066) (23,980)
Bank
charges (8,674) (6,568)
Monetary
and exchange variations expenses 23,659 15,058
Financial
results from currency hedge transactions (9,058) (11,681)
CPMF/IOF/other
financial expenses (see Note 21 a)) (12,052) 33,537
Other
expenses (6,961) (2,569)
(104,002) (38,921)
Financial
(expenses) income, net (35,137) 34,896

43

  1. RISKS AND FINANCIAL INSTRUMENTS (CONSOLIDATED)

The main risk factors to which the Company and its subsidiaries are exposed reflect strategic/operating and economic/financial aspects. Strategic/operating risks (such as behavior of demand, competition, technological innovation, and significant structural changes in industry, among others) are addressed by the Company’s management model. Economic/financial risks mainly reflect customer default, macroeconomic variables, such as exchange and interest rates, as well as the characteristics of the financial instruments used by the Company. These risks are managed through control policies, specific strategies and the determination of limits, as follows:

· Customer default - These risks are managed by specific policies for accepting customers and analyzing credit, and are mitigated by diversification of sales. As of June 30, 2007, Oxiteno S.A. Indústria e Comércio and its subsidiaries maintained R$ 1,374 (R$ 1,547 as of March 31, 2007), the subsidiaries of Ultragaz Participações Ltda. maintained R$ 13,531 (R$ 20,739 as of March 31, 2007), and Ipiranga / Refinery maintained R$ 41,920 as an allowance for doubtful accounts.

· Interest rates - The Company and its subsidiaries adopt conservative policies to obtain and invest funds and to minimize the cost of capital. Temporary cash investments of the Company and its subsidiaries are comprised mainly of transactions linked to the CDI, as described in Note 4. A portion of the financial assets is intended for foreign currency hedges, as mentioned below. Borrowings are mainly originated from the BNDES, debentures and foreign currency financing, as mentioned in Note 15.

44

· Exchange rate - The Company’s subsidiaries use hedge instruments (mainly CDI and US$) available in the financial market to cover assets and liabilities in foreign currency, so as to reduce the exchange variation effects on their results. Such hedges have amounts, periods and indexes substantially equivalent to the assets and liabilities in foreign currency to which they are linked. Shown below are the assets and liabilities in foreign currency, translated into Brazilian reais at June 30, 2007 and March 31, 2007:

Assets:
Investments
abroad and hedges 63,339 80,395
Foreign
cash and cash equivalents 1,150 830
Temporary
cash and long-term investments in foreign currency 702,757 755,702
Receivables
from foreign customers, net of advances on exchange contracts and
allowance for loss 32,178 26,655
799,424 863,582

| Liabilities: — Foreign
currency financing | 955,373 | 851,700 |
| --- | --- | --- |
| Import
payables | 14,646 | 19,322 |
| | 970,019 | 871,022 |
| Net
asset position | (170,595) | (7,440) |

The exchange rate variation related to cash and banks, investments, temporary cash investments, and long-term cash investments of foreign subsidiaries was recorded as financial expense in the consolidated financial information of income for June 30, 2007, in the amount of R$ 12,957 (financial expense of R$ 14,280 as of June 30, 2006).

45

· Market value of financial instruments

Market value of financial instruments as of June 30, 2007 and March 31, 2007 are as follows:

Book Market Book Market
value value value value
Financial
assets:
Cash
and banks 47,069 47,069 30,938 30,938
Temporary
cash investments 1,474,828 1,488,616 838,142 839,217
Noncurrent
investments 118,946 120,286 551,311 566,791
1,640,843 1,655,971 1,420,391 1,436,946
Financial
liabilities:
Current
and long-term loans 1,451,860 1,477,397 1,165,643 1,201,088
Current
and long-term debentures 1,365,263 1,365,234 303,078 303,063
2,817,123 2,842,631 1,468,721 1,504,151
Investment-
Investments
in affiliated companies 26,615 33,036 25,475 28,002

The market value of financial instruments was obtained through the commonly used marking to market methodology, which consists of carrying the balances of the instruments until the maturity at the respective contracted rates, discounting them to present value at market rates as of June 30, 2007 and March 31, 2007. The market value of investment in affiliated company is based on the share price trading on the São Paulo Stock Exchange (BOVESPA).

46

  1. CONTINGENCIES AND COMMITMENTS (CONSOLIDATED)

| a) |
| --- |
| The
Petrochemical Industry Labor Union, of which the employees of Oxiteno
Nordeste S.A. Indústria e Comércio are members, filed an action against
the subsidiary in 1990, demanding compliance with the adjustments
established in a collective labor agreement, in lieu of the salary
policies effectively followed. At the same time, the employers’
association proposed a collective bargaining for the interpretation
and
clarification of the fourth clause of the agreement. Based on the
opinion
of its legal counsel, who analyzed the last decision of the Federal
Supreme Court (STF) on the collective bargaining, as well as the
status of
the individual lawsuit of the subsidiary, management believes that
a
reserve is not necessary as of June 30, 2007. The
subsidiaries Companhia Ultragaz S.A. and SPGás Distribuidora de Gás Ltda.
are parties to an administrative proceeding at CADE (Administrative
Council for Economic Defense), under the allegation of anticompetitive
practice in municipalities of a region of the State of Minas Gerais
in
2001. In September 2005, the SDE (Economic Law Department) issued
a
technical notice recommending to CADE a ruling against the companies
involved in this proceeding. In their defense, the subsidiaries’
arguments, among others, are that: (i) under the terms of the notice
issued by the Company’s chief executive officer on July 4, 2000, the
subsidiaries’ employees were forbidden to discuss with third parties
matters related to prices; and (ii) no consistent evidence was attached
to
the proceeding’s records. In view of the arguments presented, the fact
that the technical notice has no binding effect on CADE’s decision, and
their legal counsel’s opinion, the subsidiaries did not record a provision
for this issue. Should CADE’s decision be unfavorable, the subsidiaries
can still discuss the issue at the judicial level. |

47

The subsidiary Companhia Ultragaz S.A. is a defendant in lawsuits relating to damages caused by an explosion in 1996 in a shopping mall in the city of Osasco, State of São Paulo. Such lawsuits involve: (i) individual suits filed by victims of the explosion claiming damages from Ultragaz for the loss of economic benefit and for pain and suffering; (ii) lawsuit for reimbursement of expenses by the administration company of the shopping mall and its insurance company; and (iii) class action suit seeking indemnification for property damage and pain and suffering for all the victims injured and deceased. The subsidiary believes that it has presented evidence that defective gas pipes in the shopping mall caused the accident and that Ultragaz’s on-site LPG storage facilities did not contribute to the explosion. Of the 58 lawsuits judged thus far, a favorable judgment was obtained for 57, and of these 19 have already been dismissed; only 1 had an unfavorable decision, which is still subject to appeal, and whose amount, should the decision be upheld, is R$ 17. Three lawsuits have not yet been judged. The subsidiary has insurance coverage for these lawsuits, and the uninsured contingent amount is R$ 23,595. The Company has not recorded any provision for this amount, since it believes the probability of loss is remote. The Company and its subsidiaries obtained injunctions to pay PIS and COFINS (taxes on revenues) without the changes introduced by Law No. 9718/98 in its original version. The ongoing questioning refers to the levy of these taxes on sources other than revenues. Recently the STF has decided the matter favorable to the taxpayer. Although it is a precedent, the effect of this decision does not automatically apply to all companies, since they must await judgment of their own lawsuits. In the first semester of 2007, final decisions were rendered for the ompany and its subsidiaries which reversed the accrual previously recorded, in the amount of R$ 12,759 (in the first semester of 2006 - R$ 17,217 of accrual reversal and R$ 26,225 of recovery of amounts paid in previous periods), net of attorney’s fees. The Company has other subsidiaries whose lawsuits have not yet been judged. Should there be final favorable outcomes for the subsidiaries in all lawsuits still not judged, the Company estimates that the total positive effect in income before income and social contribution taxes should reach R$ 28,895, net of attorney’s fees.

48

Subsidiary Oxiteno S.A. Indústria e Comércio accrued R$ 9,212 as of June 30, 2007 (R$ 9,045 as of March 31, 2007) for ICMS tax assessments being judged at a lower-level administrative court. The subsidiary is currently awaiting decision on the appeal. Subsidiary Utingás Armazenadora S.A. has challenged in court ISS (Service Tax) tax assessments issued by the municipal government of Santo André. Legal counsel of the subsidiary classifies the risk as low, since a significant portion of the lower-court decisions was favorable to the subsidiary. The thesis defended by the subsidiary is supported by the opinion of a renowned tax specialist. The unprovisioned updated amount of the contingency as of June 30, 2007 is R$ 39,028 (R$ 38,263 as of March 31, 2007). On October 7, 2005, the subsidiaries of Ultragaz Participações Ltda. filed for and obtained an injunction to support the offset of PIS and COFINS credits against other federal taxes administered by the Federal Revenue Service (SRF), notably corporate income tax and social contribution taxes. According to the injunction obtained, the subsidiaries have been making judicial deposits for these debits in the amount of R$ 55,858 as of June 30, 2007 (R$ 41,814 as of March 31, 2007) and recognizing the corresponding liability for this purpose. Subsidiaries Ultragaz Participações Ltda, Cia. Ultragaz S.A., Utingás Armazenadora S.A., Terminal Químico de Aratu S.A. - Tequimar, Transultra - Armazenamento e Transporte Especializado Ltda. and Ultracargo Operações Logísticas e Participações Ltda., hold judicial measures petitioning the full and immediate utilization of supplementary monetary adjustment based on the Consumer Price Index (IPC) / National Treasury Bonds (BTN) for 1990 (Law No. 8.200/91), and hold accruals in the amount of R$ 13,098 (R$ 12,530 as of March 31, 2007) as a possible contingency, in case of unfavorable outcome of such lawsuits.

49

On December 29, 2006, the subsidiaries Oxiteno S.A Indústria e Comércio, Oxiteno Nordeste S.A Indústria e Comércio, Companhia Ultragaz S.A. and Transultra Armazenamento e Transporte Especializado Ltda filed for an injunction seeking the deduction of ICMS from the PIS and COFINS tax basis. Oxiteno Nordeste S.A Indústria e Comércio received an injunction and is paying the amounts into judicial deposits, as well as recording the respective accrual in the amount of R$ 4,933 (R$ 930 as of March 31, 2007); the others subsidiaries did not receive similar injunction and are waiting the judgment of an appeal to Regional Federal Court – TRF of the3 rd Region. The Company and some subsidiaries filed a request for an injunction seeking not to be subject to the legislation that restricted the offset of corporate income tax (IRPJ) and social contribution (CSLL) tax loss carryforwards computed through December 31, 1994 to 30% of income for the year. There are good precedents for these discussions when it is proven that there was only a postponement of payment of IRPJ and CSLL to the following years, as is the case of the Company’s subsidiaries, and legal counsel understands that the chances of success of the challenge in the judicial sphere is possible. The contingency is estimated at R$ 6,493. Regarding Ipiranga / Refinery, the main provisions for contingencies refer to: (a) requirements for the reversal of ICMS credits on transportation services taken during the freight reimbursement system established by DNC (currently National Agency for Petroleum - ANP), in the amount of R$ 6,862; (b) requirements for the reversal of ICMS credits in the State of Minas Gerais, on interstate outflows carried under Article 33 of ICMS Agreement 66/88, which allowed the maintenance of credits and which was suspended by an injunction conceded by the Supreme Court - STF, in the amount of R$ 26,948; (c) reversal of the deduction of unconditional discounts from the ICMS calculation basis, in the State of Minas Gerais, as a result of tax substitution, in the amount of R$ 15,395; (d) litigation based on clauses of contracts with clients; (e) claims made by former employees and outsourced personnel regarding salary related amounts.

50

The main tax contingencies of Ipiranga / Refinery which present risks evaluated as possible, and which, based in this evaluation, have not been accrued for in the interim financial information, refer to ICMS, in the total amount of R$ 107,743 and relate, mainly to: (a) requirements for the reversal of credits on interstate outflows; (b) requirements of ICMS on the purchases of basic oils; (c) demands to reverse credits related with interstate transport services operations; (d) demands to reverse credits derived from excess taxation generated on the purchase of products in the petroleum refinery under the tax substitution system; (e) demands to reverse credits in operations with alcohol (anhydrous fuel alcohol) in the State of São Paulo; (f) tax assessment resulting from operations of alcohol loan devolutions (anhydrous fuel alcohol). In addition, subsidiary Distribuidora de Produtos de Petróleo Ipiranga S.A.- DPPI and its subsidiaries have tax assessments concerning non-homologation of IPI credits originated in acquisitions of products whose subsequent sales had no taxation. The non-accrued contingent amount as of June 30, 2007, is R$ 15,240. The Company and its subsidiaries have other ongoing administrative and judicial proceedings; legal counsel classified the risks on these proceedings as possible and/or remote and, therefore, no reserves for potential losses on these proceedings have been recorded. The Company and its subsidiaries also have litigations that aims at recovery of taxes and contributions, that have not been registered in the interim financial information due to their contingent nature. Judicial deposits and provisions are summarized below:

| Provisions — Income
and social contribution taxes | 59,500 | 63 | 16,033 | - | 1,964 | 77,560 |
| --- | --- | --- | --- | --- | --- | --- |
| PIS
and COFINS on other revenues | 1,866 | - | - | - | 30 | 1,896 |
| PIS
on rendering of services | 286 | - | - | - | 5 | 291 |
| ICMS | 10,257 | 50,229 | 3,941 | - | 695 | 65,122 |
| INSS | 2,172 | 50 | - | - | 153 | 2,375 |
| Other | - | 847 | 774 | (251) | 406 | 1,776 |
| Civil
lawsuits | - | 5,224 | 455 | (404) | (290) | 4,985 |
| Labor
claims | - | 13,364 | 435 | (345) | (22) | 13,432 |
| (-)
Judicial deposits | (42,744) | (7,093) | (16,532) | - | (1,317) | (67,686) |
| Total | 31,337 | 62,684 | 5,106 | (1,000) | 1,624 | 99,751 |

51

| b) |
| --- |
| Subsidiary
Terminal Químico de Aratu S.A. - Tequimar has contracts with
CODEBA and Complexo Industrial Portuário Governador Eraldo
Gueiros, in connection with their port facilities in Aratu and Suape,
respectively. Such contracts establish minimum cargo movement of 1,000,000
tons per year for Aratu, effective through 2022, and 250,000 tons per
year
for Suape, effective through 2027. If annual movement is less than
the
minimum required, the subsidiary is required to pay the difference
between
the actual movement and the minimum contractual movement, using the
port
rates in effect at the date established for payment. As of June 30,
2007,
such rates were R$ 4.59 and R$ 3.97 per ton for Aratu and Suape,
respectively. The subsidiary has met the minimum cargo movement limits
since inception of the contracts. Subsidiary
Oxiteno Nordeste S.A. Indústria e Comércio has a supply contract with
Braskem S.A, that establishes a minimum consumption level of ethylene
per
year. The minimum purchase commitment and the actual demand for the
period
ended June 30, 2007 and 2006, expressed in tons of ethylene, are
summarized below. Should the minimum purchase commitment not be met,
the
subsidiary would be liable for a fine of 40% of the current ethylene
price
for the quantity not purchased. |

2007 2006 2007 2006
In
tons of ethylene 180.000 137.900 96,221 90,968

On August 16, 2006, the subsidiary signed a memorandum of understanding, altering the ethylene supply contract with Braskem S.A. described above. The memorandum of understanding regulates new conditions of ethylene supply through 2021, and in 2007 and 2008 the subsidiary is having access to an additional volume of ethylene, with the minimum quantity in tons increasing to 180 thousand and 190 thousand, respectively.

52

| c) |
| --- |
| The
Company has insurance policies to cover various risks, including loss
and
damage from fire, lightning, explosion of any nature, windstorm, plane
crash and electrical damage, among others, protecting the plants and
other
branches of all subsidiaries except Ipiranga / Refinery, with coverage
amounting to US$ 404 million. For
the plants of Oxiteno S.A. Indústria e Comércio, Oxiteno Nordeste S.A.
Indústria e Comércio and Oxiteno México S.A. de C.V., there is also loss
of income insurance against losses from potential accidents related
to
their assets, with coverage amounting to US$ 242 million. A
civil liability insurance program covers the Company and its subsidiaries,
with global coverage of US$ 200 million, for losses and damage from
accidents caused to third parties, related to the commercial and
industrial operations and/or distribution and sale of products and
services. Group
life insurance, personal accident insurance, health insurance, and
domestic and international transportation insurance are also
contracted. Ipiranga
/ Refinery have an insurance and risk management program which provides
coverage for all their insurable assets, as well as coverage against
risks
resulting from the interruption of production, by means of an operating
risk policy negotiated with the national and international insurance
market, through the Brazilian Reinsurance Institute. The
coverage and limits insured by the policies are based on a detailed
study
of risks and losses, prepared by local insurance consultants. Management
considers the type of insurance contracted sufficient to cover possible
claims, in view of the nature of the activities of the
companies. The
main coverages are related to operating risks, loss of profits, multiple
industrial perils, multiple office risks, named perils - pools and
civil
liability. |

53

  1. SHARE COMPENSATION PLAN (CONSOLIDATED)

The Extraordinary Shareholders’ Meeting held on November 26, 2003 approved a compensation plan for management of the Company and its subsidiaries, which provides for: (i) the initial grant of usufruct of shares issued by the Company and held in treasury by the subsidiaries in which the beneficiaries are employed; and (ii) the transfer of the beneficial ownership of the shares after ten years from the initial grant, provided that the professional relationship between the beneficiary and the Company and its subsidiaries is not interrupted. The total amount granted to executives until June 30, 2007, including taxes, was R$ 12,263 (R$ 12,263 as of March 31, 2007). This amount is being amortized over a period of ten years and the amortization related as of June 30, 2007 in the amount of R$ 614 (R$ 446 as of June 30, 2006), was recorded as an operating expense for the period.

54

  1. EMPLOYEE BENEFITS AND PRIVATE PENSION PLAN (CONSOLIDATED)

a) ULTRAPREV – Associação de Previdência Complementar

In August 2001, the Company and its subsidiaries (except subsidiaries recently acquired from the Ipiranga Group) began to provide a defined contribution pension plan to their employees. This plan is managed by Ultraprev - Associação de Previdência Complementar. Under the terms of the plan, the basic contribution of each participating employee is defined annually by the participant between 0% and 11%, of his/her salary. The sponsoring companies provide a matching contribution in an identical amount as the basic contribution. As participants retire, they have the option to receive monthly: (i) a percentage varying between 0.5% and 1.0% of the fund accumulated in their name in Ultraprev; or (ii) a fixed-monthly amount that will deplete the fund accumulated in the participant’s name in a period of 5 to 25 years. Accordingly, neither the Company nor its subsidiaries assume responsibility for guaranteeing the levels of amounts or periods of receipt of the retirement benefit. As of June 30, 2007, the Company and its subsidiaries contributed R$ 1,722 (R$ 1,713 as of June 30, 2006) to Ultraprev, which was charged to income for the period . The total number of participating employees as of June 30, 2007 was 5,606, with 12 participants retired to date. Additionally, Ultraprev has 1 active participant and 31 former employees receiving defined benefits according to the policies of a previous plan.

55

b) Fundação Francisco Martins Bastos

The subsidiaries Distribuidora de Produtos de Petróleo Ipiranga S.A., Companhia Brasileira de Petróleo Ipiranga and Refinaria de Petróleo Ipiranga S.A., together with other companies which formed the Ipiranga Group, are sponsors of Fundação Francisco Martins Bastos, which provides a defined benefit plan to their employees.

The accumulated amount of contribution to the plan by Ipiranga / Refinery in the quarter ended as of June 30, 2007 was R$ 1,347.

The recorded net liabilities of Ipiranga / Refinery as of June 30, 2007 were R$ 78,931, of which R$ 7,240 in current liabilities and R$ 71,691 in noncurrent liabilities.

The actuarial liability as of June 30, 2007 reflects the report elaborated by the independent actuary Towers Perrin Forster & Crosby Ltda on May 31, 2007, which has kept the biometric premises and the rates used in the subsidiaries’ financial statements of December 31, 2006.

56

  1. SUPPLEMENTARY STATEMENT OF CASH FLOW - INDIRECT METHOD

Prepared in accordance with Accounting Standard and Procedure (NPC) No. 20 issued by IBRACON (Brazilian Institute of Independent Auditors).

06/30/2007 06/30/2006
CASH
FLOWS FROM OPERATING ACTIVITIES
Net
income 74,570 151,202
Adjustments
to reconcile net income to cash provided by operating
activities:
Depreciation
and Amortization 10,851 -
Equity
in subsidiaries and affiliated companies (97,045 ) (153,870 )
Foreign
exchange and indexation gains 36,190 23,981
Deferred
income and social contribution taxes (10,437 ) (82 )
Dividends
received by direct subsidiaries 12,872 75,461
(Increase)
decrease in current assets:
Recoverable
taxes (1,881 ) (7,841 )
Other (110 ) 399
Prepaid
expenses (1,348 ) -
Increase
(decrease) in current liabilities:
Suppliers 606 44
Salaries
and related charges 19 4
Taxes 18 -
Other 2,948 -
(Increase)
decrease in long-term assets:
Recoverable
taxes 144 6,131
Judicial
deposits - (193 )
Prepaid
expenses 142 222
Increase
(decrease) in long-term liabilities:
Other
taxes (9,389 ) 374
NET
CASH PROVIDED BY OPERATING ACTIVITIES 18,150 95,832

57

06/30/2007 06/30/2006
CASH
FLOWS FROM INVESTING ACTIVITIES
Investments
acquired (676,432) -
Additions
to deferred charges (11,878) -
Acquisition
of treasury shares (20,941) -
NET
CASH USED IN INVESTING ACTIVITIES (709,251) -
CASH
FLOWS FROM FINANCING ACTIVITIES
Loans,
financing and debentures:
Issuances 675,000 -
Amortization (19,232) (26,487)
Dividends
paid (61,076) (86,753)
Related
companies (114,941) 36,831
NET
CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 479,751 (76,409)
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (211,350) 19,423
CASH
AND CASH EQUIVALENTS AT THE BEGINNING OF
THE PERIOD 279,386 359,716
CASH
AND CASH EQUIVALENTS AT THE END OF
THE PERIOD 68,036 379,139
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
Interest
paid from financing activities 19,232 26,487

58

06/30/2007 06/30/2006
CASH
FLOWS FROM OPERATING ACTIVITIES
Net
income 74,570 144,893
Adjustments
to reconcile net income to cash provided by operating
activities:
Equity
in subsidiaries and affiliated companies 129 (647)
Depreciation
and amortization 131,204 93,498
PIS
and COFINS credits on depreciation 1,276 1,096
Foreign
exchange and indexation gains (losses) 8,069 (13,745)
Deferred
income and social contribution taxes (22,663) (11,248)
Minority
interest 48,174 2,288
Proceeds
from disposals of permanent assets 2,983 9,175
Allowance
for probable losses on permanent assets (2,755) 2,406
Reversal
of allowance for factory shutdown, net of taxes - 6,309
Other 308 509
Dividends
received 2,238 -
(Increase)
decrease in current assets:
Trade
accounts receivable (17,488) (12,316)
Inventories (6,071) (5,501)
Recoverable
taxes (20,073) (27,560)
Other (17,719) (60)
Prepaid
expenses 2,778 253
Increase
(decrease) in current liabilities:
Suppliers 31,864 (902)
Salaries
and related charges (6,398) 835
Taxes 4,823 4,697
Income
and social contribution taxes 18,422 4,793
Other (971) (9,993)
(Increase)
decrease in long-term assets:
Recoverable
taxes (4,152) 4,364
Judicial
deposits (5,456) 331
Trade
accounts receivable 1,519 (2,034)
Other (1,821) 332
Prepaid
expenses (2,648) (646)
Increase
(decrease) in long-term liabilities:
Provision
for contingencies 1,057 (12,530)
Other 21 (633)
NET
CASH PROVIDED BY OPERATING ACTIVITIES 221,220 177,964

59

06/30/2007 06/30/2006
CASH
FLOWS FROM INVESTING ACTIVITIES
Transfer
of financial application from long term to short term 512,910 -
Acquisition
of investment (684,515) -
Acquisition
of acquired companies’ cash 152,367 -
Additions
to property, plant and equipment (271,532) (93,791)
Additions
to deferred charges (41,756) (37,326)
Additions
to intangible (3,510) (7,786)
Proceeds
from sales of permanent assets 10,473 3,651
Acquisition
of minority interest (52) (9)
Acquisition
of treasury shares (20,941) -
NET
CASH USED IN INVESTING ACTIVITIES (346,556) (135,261)
CASH
FLOWS FROM FINANCING ACTIVITIES
Loans,
financing and debentures:
Issuances 1,046,444 189,473
Amortization (401,765) (282,673)
Dividends
paid (63,926) (87,491)
Related
companies (3,596) (1,556)
NET
CASH USED IN FINANCING ACTIVITIES (577,157) (182,247)
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 451,821 (139,544)
CASH
AND CASH EQUIVALENTS AT THE BEGINNING OF
THE PERIOD 1,070,076 1,250,924
CASH
AND CASH EQUIVALENTS AT THE END OF
THE PERIOD 1,521,897 1,111,380
SUPPLEMENTAL
DISCLOSURE OF CASH FLOW INFORMATION
Interest
paid on loans and financing 47,051 43,667
Income
and social contribution taxes paid in the period 29,753 6,562

60

OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY

Shares directly or indirectly owned by the controlling shareholders, members of the Board of Directors, Executive Officers and members of the Fiscal Council as of June 30, 2007

Common Preferred Total
Controlling
Shareholders 33,748,059 243,932 33,991,991
Board
of Directors 1 46 6 52
Officers 2 - 191,750 191,750
Fiscal
Council - 1,071 1,071

Note: 1 Shares owned by members of the Board of Directors which were not included in Controlling Shareholders’position.

Should the member not be part of the controlling group, only its direct ownership is included.

2 Shares owned by Officers which were not included in Controlling Shareholders’ and Board of Directors’positions

Shares directly or indirectly owned by the controlling shareholders, members of the Board of Directors, Executive Officers and members of the Fiscal Council - Last 12 Months

Common Preferred Total Common Preferred Total
Controlling
Shareholders 33,748,059 243,932 33,991,991 333,748,059 885,979 34,634,038
Board
of Directors 1 46 6 52 46 6 52
Officers 2 - 191,750 191,750 - 139,950 139,950
Fiscal
Council - 1,071 1,071 - 1,071 1,071

Note: 1 Shares which were not included in Controlling Shareholders’ position.

2 Shares which were not included in Controlling Shareholders’ and Board of Directors’ positions

Total free float and its percentage of total shares as of June 30, 2007

| Total
Shares | 49,429,897 | 31,895,512 | 81,325,409 |
| --- | --- | --- | --- |
| (
- ) Shares held in treasury | 6,617 | 516,597 | 523,214 |
| (
- ) Shares owned by ControllingShareholders | 33,748,059 | 243,932 | 33,991,991 |
| (
- ) Shares owned by Management | 46 | 191,756 | 191,802 |
| (
- ) Shares owned by affiliates * | - | 55,200 | 55,200 |
| Free-float | 15,675,175 | 30,888,027 | 46,563,202 |
| %
Free-float / Total Shares | 31.71 % | 96.84 % | 57.26 % |

  • Subsidiaries

61

The Company’s shareholders that holds more than 5% of voting or non-voting capital, up to the individual level, and breakdown of their shareholdings as of June 30, 2007

| ULTRAPAR
PARTICIPAÇÕES S.A — Ultra
S.A. Participações | 32,646,696 | 66.05 % | 12 | 0.00 % | 32,646,708 | % — 40.14 % |
| --- | --- | --- | --- | --- | --- | --- |
| Parth
Investments Company 1 | 9,311,730 | 18.84 % | 1,396,759 | 4.38 % | 10,708,489 | 13.17 % |
| Monteiro
Aranha S.A. 2 | 5,212,637 | 10.55 % | 730,888 | 2.29 % | 5,943,525 | 7.31 % |
| Shares
held in tresury | 6,617 | 0.01 % | 516,597 | 1.62 % | 523,214 | 0.64 % |
| Dodge
& Cox, Inc. 3 | - | - | 6,819,785 | 21.38 % | 8,819,785 | 8.39 % |
| Others | 2,252,217 | 4.56 % | 22,431,471 | 70.33 % | 24,683,688 | 30.35 % |
| TOTAL | 49,429,897 | 100.00 % | 31,895,512 | 100.00 % | 81,325,405 | 100.00 % |

1 Company headquartered outside of Brazil

2 Brazilian public listed company

3 Institutions headquartered outside of Brazil

| ULTRAPAR
PARTICIPAÇÕES S.A — Fábio
Igel | 12,065,160 | 19.09 % | 4,954,685 | 19.55 % | 17,019,845 | 19.22 % |
| --- | --- | --- | --- | --- | --- | --- |
| Paulo
Guilherme Aguiar Cunha | 11,974,109 | 18.95 % | - | 0.00 % | 11,974,109 | 13.52 % |
| Ana
Maria Villela Igel | 2,570,136 | 4.07 % | 9,208,690 | 36.34 % | 11,778,826 | 13.30 % |
| Christy
Participações Ltda. | 6,425,199 | 10.17 % | 4,990,444 | 19.69 % | 11,415,643 | 12.89 % |
| Joyce
Igel de Castro Andrade | 7,071,343 | 11.19 % | 2,062,989 | 8.14 % | 9,134,332 | 10.32 % |
| Márcia
Igel Joppert | 7,758,967 | 12.28 % | 2,062,988 | 8.14 % | 9,821,955 | 11.09 % |
| Rogério
Igel | 7,311,004 | 11.57 % | 1,615,027 | 6.37 % | 8,926,031 | 10.08 % |
| Lucio
de Castro Andrade Filho | 3,775,470 | 5.97 % | - | 0.00 % | 3,775,470 | 4.26 % |
| Others | 4,250,660 | 6.73 % | 448,063 | 1.77 % | 4,698,723 | 5.31 % |
| TOTAL | 63,202,048 | 100.00 % | 25,342,886 | 100.00 % | 88,544,934 | 100.00 % |

Others: other individuals, none of them holding more than 5%

| CHRISTY
PARTICIPAÇÕES S.A — Maria
da Conceição Coutinho Beltrão | 3,066 | 34.90 % |
| --- | --- | --- |
| Hélio
Marcos Coutinho Beltrão | 1,906 | 21.70 % |
| Cristiana
Coutinho Beltrão | 1,906 | 21.70 % |
| Maria
Coutinho Beltrão | 1,906 | 21.70 % |
| TOTAL | 8,784 | 100.00 % |

62

ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

INVESTMENTS IN SUBSIDIARIES AND/OR AFFILIATES

| 1
- Item | 2
- Company
name | 3
-
Corporate taxpayer number (CNPJ) | 4
Classification | 5
-
% of ownership interest in investee | 6
-
% of investor’s
stakeholders’ equity | 7
- Type of company | 8
-
Number of shares
held in the current quarter (in
thousands) | 9
-
Number of shares
held in the prior quarter (in
thousands) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| 01 | Ultracargo
– Oper. Log. e Part. Ltda. | 34.266.973/0001-99 | Closely-held
subsidiary | 100.00 | 10.70 | Commercial,
industrial and other | 2,461 | 2,461 |
| 02 | Ultragaz
Participações Ltda. | 57.651.960/0001-39 | Closely-held
subsidiary | 100.00 | 20.51 | Commercial,
industrial and other | 4,336 | 4,336 |
| 03 | Imaven
Imóveis e Agropecuária Ltda. | 61.604.112/0001-46 | Closely-held
subsidiary | 100.00 | 2.43 | Commercial,
industrial and other | 27,734 | 27,734 |
| 04 | Oxiteno
S.A. Indústria e Comércio | 62.545.686/0001-53 | Closely-held
subsidiary | 100.00 | 74.47 | Commercial,
industrial and other | 35,102 | 35,102 |
| 05 | Oxiteno
Nordeste S.A. Indústria e Comércio | 14.109.664/0001-06 | Investee
of subsidiary/affiliated company | 99.42 | 51.81 | Commercial,
industrial and other | 6,898 | 6,232 |
| 06 | Terminal
Químico de Aratu S.A. - Tequimar | 14.688.220/0001-64 | Investee
of subsidiary/affiliated company | 99.44 | 5.70 | Commercial,
industrial and other | 12,540 | 12,539 |
| 07 | Transultra
– Armaz. e Transp. Espec. Ltda. | 60.959.889/0001-60 | Investee
of subsidiary/affiliated company | 100.00 | 3.84 | Commercial,
industrial and other | 34,999 | 34,999 |
| 08 | Companhia
Ultragaz S.A. | 61.602.199/0001-12 | Investee
of subsidiary/affiliated company | 98.56 | 22.82 | Commercial,
industrial and other | 799,929 | 799,890 |
| 09 | SPGás
Distribuidora de Gás Ltda. | 65.828.550/0001-49 | Investee
of subsidiary/affiliated company | 100.00 | 27.57 | Commercial,
industrial and other | 1,314 | 1,314 |
| 10 | Bahiana
Distribuidora de Gás Ltda. | 46.395.687/0001-02 | Investee
of subsidiary/affiliated company | 100.00 | 6.57 | Commercial,
industrial and other | 24 | 24 |
| 11 | Utingás
Armazenadora S.A. | 61.916.920/0001-49 | Investee
of subsidiary/affiliated company | 55.99 | 1.54 | Commercial,
industrial and other | 2,800 | 2,800 |
| 12 | Oxiteno
México S.A. de C.V. | - | Investee
of subsidiary/affiliated company | 100.00 | 1.42 | Commercial,
industrial and other | 122,048 | 122,048 |
| 13 | Cia.
Brasileira de Petróleo Ipiranga | 33.069.766/0001-81 | Open-held
subsidiary | 11.52 | 4.81 | Commercial,
industrial and other | 12,206 | - |
| 14 | Distrib.
Produtos Petróleo Ipiranga S.A. | 92.689.256/0001-76 | Open-held
subsidiary | 32.45 | 8.28 | Commercial,
industrial and other | 10,384 | - |
| 15 | Am/pm
Comestíveis Ltda. | 40.299.810/0001-05 | Investee
of subsidiary/affiliated company | 11.52 | 2.78 | Commercial,
industrial and other | 6,369 | - |
| 16 | Centro
de Conveniências Millennium Ltda. | 03.546.544/0001-41 | Investee
of subsidiary/affiliated company | 11.52 | 0.08 | Commercial,
industrial and other | 135 | - |
| 17 | Empresa
Carioca de Produtos Químicos S.A. | 33.346.586/0001-08 | Investee
of subsidiary/affiliated company | 11.52 | 0.92 | Commercial,
industrial and other | 22,963 | - |
| 18 | Ipiranga
Com. Import. e Export. Ltda. | 05.378.404/0001-37 | Investee
of subsidiary/affiliated company | 11.52 | 0.00 | Commercial,
industrial and other | 15 | - |
| 19 | Ipiranga
Trading Limited | - | Investee
of subsidiary/affiliated company | 11.52 | 0.00 | Commercial,
industrial and other | 6 | - |
| 20 | Tropical
Transportes Ipiranga Ltda. | 42.310.177/0001-34 | Investee
of subsidiary/affiliated company | 11.52 | 0.69 | Commercial,
industrial and other | 29 | - |
| 21 | Ipiranga
Imobiliária Ltda. | 07.319.798/0001-88 | Investee
of subsidiary/affiliated company | 11.52 | 0.40 | Commercial,
industrial and other | 488 | - |
| 22 | Ipiranga
Logística Ltda. | 08.017.542/0001-89 | Investee
of subsidiary/affiliated company | 11.52 | 0.03 | Commercial,
industrial and other | 1 | - |
| 23 | Maxfácil
Participações S.A. | 08.077.294/0001-61 | Investee
of subsidiary/affiliated company | 9.11 | 4.56 | Commercial,
industrial and other | 2 | - |
| 24 | Isa-Sul
Administração e Participação Ltda. | 89.548.606/0001-70 | Investee
of subsidiary/affiliated company | 32.45 | 2.83 | Commercial,
industrial and other | 15,209 | - |
| 25 | Comercial
Farroupilha Ltda. | 92.766.484/0001-00 | Investee
of subsidiary/affiliated company | 32.45 | 0.05 | Commercial,
industrial and other | 2,920 | - |
| 26 | Ipiranga
Adm. de Bens Móveis Ltda. | 08.056.984/0001-34 | Investee
of subsidiary/affiliated company | 32.45 | 0.00 | Commercial,
industrial and other | 3 | - |
| 27 | Refinaria
de Petróleo Ipiranga S.A. | 94.845.674/0001-30 | Investee
of subsidiary/affiliated company | 10.02 | -0.13 | Commercial,
industrial and other | 2,962 | - |

Note: This information is an integral part of the interim financial information as required by the CVM.

63

ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

CHARACTERISTICS OF DEBENTURES

| 1
- ITEM | 01 |
| --- | --- |
| 2
- ORDER NUMBER | SINGLE |
| 3
- REGISTRATION NUMBER IN THE CVM | CVM/SRE/DEB/2005/015 |
| 4
- REGISTRATION DATE | 04/06/2005 |
| 5
- SERIES ISSUED | UN |
| 6
- ISSUE TYPE | SINGLE |
| 7
- ISSUE NATURE | PUBLIC |
| 8
- ISSUE DATE | 03/01/2005 |
| 9
- MATURITY DATE | 03/01/2008 |
| 10
-
DEBENTURE TYPE | NO
PREFERENCE |
| 11
-
YIELD | 102.5%
of the CDI |
| 12
-
PREMIUM/DISCOUNT | |
| 13
-
PAR VALUE (REAIS) | 10,000.00 |
| 14
-
ISSUED AMOUNT (IN THOUSANDS OF REAIS) | 312,073 |
| 15
-
ISSUED SECURITIES (UNIT) | 30,000 |
| 16
-
OUTSTANDING SECURITIES (UNIT) | 30,000 |
| 17
-
SECURITIES HELD IN TREASURY (UNIT) | 0 |
| 18
-
REDEEMED SECURITIES (UNIT) | 0 |
| 19
-
CONVERTED SECURITIES (UNIT) | 0 |
| 20
-
UNPLACED SECURITIES (UNIT) | 0 |
| 21
-
LAST RESET DATE | |
| 22
-
NEXT EVENT DATE | 09/01/2007 |

64

CHARACTERISTICS OF DEBENTURES

| 1
- ITEM | 02 |
| --- | --- |
| 2
- ORDER NUMBER | 2 nd |
| 3
- REGISTRATION NUMBER IN THE CVM | AUTOMATIC
EXEMPTION |
| 4
- REGISTRATION DATE | 04/18/2007 |
| 5
- SERIES ISSUED | 1 st |
| 6
- ISSUE TYPE | SINGLE |
| 7
- ISSUE NATURE | PUBLIC |
| 8
- ISSUE DATE | 04/11/2007 |
| 9
- MATURITY DATE | 04/11/2008 |
| 10
-
DEBENTURE TYPE | SUBORDINATE |
| 11
-
YIELD | 102.5%
of the CDI |
| 12
-
PREMIUM/DISCOUNT | |
| 13
-
PAR VALUE (REAIS) | 675,000,000.00 |
| 14
-
ISSUED AMOUNT (IN THOUSANDS OF REAIS) | 692,679 |
| 15
-
ISSUED SECURITIES (UNIT) | 1 |
| 16
-
OUTSTANDING SECURITIES (UNIT) | 1 |
| 17
-
SECURITIES HELD IN TREASURY (UNIT) | 0 |
| 18
-
REDEEMED SECURITIES (UNIT) | 0 |
| 19
-
CONVERTED SECURITIES (UNIT) | 0 |
| 20
-
UNPLACED SECURITIES (UNIT) | 0 |
| 21
-
LAST RESET DATE | |
| 22
-
NEXT EVENT DATE | 10/11/2007 |

65

ULTRAPAR PARTICIPAÇÕES S.A.

MD&A - ANALYSIS OF CONSOLIDATED EARNINGS

Second Quarter 2007

(1) Key Indicators - Consolidated:

| (R$
million) | 2Q07 | 2Q06 | 1Q07 | Change 2Q07
vs. 2Q06 | Change 2Q07
vs. 1Q07 | 1H
07 | 1H06 | Change 1H07
vs. 1H06 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net
sales and services | 6,181.1 | 1,197.4 | 1,174.1 | 416% | 426% | 7,355.2 | 2,295.1 | 220% |
| Cost
of sales and services | (5,704.2) | (960.7) | (950.9) | 494% | 500% | (6,655.1) | (1,859.4) | 258% |
| Gross
Profit | 476.9 | 236.7 | 223.2 | 101% | 114% | 700.1 | 435.7 | 61% |
| Selling,
general and administrative expenses | (336.3) | (147.3) | (155.8) | 128% | 116% | (492.1) | (287.7) | 71% |
| Other
operating income (expense), net | 4.2 | 0.5 | (0.1) | 740% | 4,300% | 4.1 | 1.1 | 273% |
| Income
from operations before
financial items | 144.8 | 89.9 | 67.3 | 61% | 115% | 212.1 | 149.1 | 42% |
| Financial
(expense) income, net | (27.3) | 22.4 | (7.9) | (222%) | 246% | (35.2) | 34.8 | (201%) |
| Equity
in subsidiaries and affiliated companies | - | 0.6 | (0.1) | (100%) | (100%) | (0.1) | 0.6 | (117%) |
| Nonoperating
income (expense), net | (1.1) | (11.1) | (0.8) | (90%) | 38% | (1.9) | (13.2) | (86%) |
| Income
before taxes and social
contribution | 116.4 | 101.8 | 58.5 | 14% | 99% | 174.9 | 171.3 | 2% |
| Income
and social contribution taxes | (32.0) | (31.9) | (23.4) | 0% | 37% | (55.4) | (54.9) | 1% |
| Benefit
of tax holidays | 3.3 | 19.4 | 2.8 | (83%) | 18% | 6.1 | 30.8 | (80%) |
| Employees
statutory interest | (2.8) | - | - | 0% | 0% | (2.8) | - | 0% |
| Minority
interest | (47.5) | (1.2) | (0.7) | 3,858% | 6,686% | (48.2) | (2.3) | 1,996% |
| Net
income | 37.4 | 88.1 | 37.2 | (58%) | 1% | 74.6 | 144.9 | (49%) |
| EBITDA | 225.3 | 136.0 | 115.1 | 66% | 96% | 340.4 | 242.6 | 40% |
| Volume
– LPG sales | 402 | 393 | 368 | 2% | 9% | 770 | 748 | 3% |
| Volume
– Fuels sales | 2,753 | 2,648 | 2,575 | 4% | 7% | 5,328 | 5,122 | 4% |
| Volume
– Chemicals sales | 147 | 134 | 144 | 9% | 2% | 291 | 263 | 11% |

66

Initial Considerations: In April2007 we acquired the controlling stake of certain companies of the Ipiranga Group, becoming owners of (i) the fuel and lubricant distribution businesses in the South and Southeast of Brazil, together with related activities, (ii) EMCA – Empresa Carioca de Produtos Químicos, a producer of white mineral oils and special fluids, and (iii) a stake in the refinery operations. Ultrapar's figures in 2Q07 already consolidate the results from the acquired businesses. The references to “Ipiranga” correspond to the fuel and lubricant distribution businesses acquired in the South and Southeast, related activities, as well as EMCA. Except where otherwise mentioned, the figures for Ultrapar referring to periods prior to 2Q07 do not include the acquired operations. Unaudited figures have been prepared relating Ipiranga for periods prior to 2Q07 (“Pro-forma Ipiranga”), with the sole purpose of providing a comparison base to facilitate the analysis of the company's performance. With the same purpose, when indicated, certain Ultrapar figures referring to quarters prior to 2Q07 include the operations acquired (“Pro-forma Ultrapar”).

(2) Performance Analysis:

Net Sales and Services - Ultrapar's consolidated net sales and services in 2Q07 amounted to R$ 6,181.1 million, 416% and 426% up on the net sales in 2Q06 and 1Q07, respectively, as a result of the acquisition of Ipiranga. Taking Ultrapar Pro-forma figures in 2Q06 and 1Q07, net revenues would have increased by 3% and 8%, respectively, basically driven by the increase in Ultragaz and Ipiranga net sales and services. In 1H07, Ultrapar's net sales and services amounted to R$ 7,355.2 million, up 220% on 1H06.

Ultragaz: The Brazilian LPG market expanded by 2% in 2Q07, compared to 2Q06, basically reflecting an improvement in the performance of the economy, as well as an increase in the Brazilian population income. In the same period, the volume sold by Ultragaz totaled 402,000 tons, up 2% on the volume sold in 2Q06, in line with the growth in the market. The bulk segment grew by 9% (11,000 tons), as a consequence of higher consumption of large customers. In the bottled segment, the volume sold decreased by 1% (2,000 tons), as a result of increased sales in 2Q06 due to uncertainties related to the supply of natural gas from Bolivia in that quarter. Compared to 1Q07, Ultragaz's sales volume was 9% higher, due to the seasonal increase in sales volumes seen between the two periods. In the first half of the year Ultragaz's total sales volume amounted to 770,000 tons, up 3% on 1H06. Net sales and services at Ultragaz amounted to R$ 797.6 million in 2Q07, up 2% compared to 2Q06, in line with the expansion of 2% in volume sold. Compared to 1Q07, net sales were up by 8%, basically as a result of a seasonal increase in sales volume. In 1H07, Ultragaz's net sales amounted to R$ 1,533.0 million, up 4% on 1H06.

Ipiranga: The expansion in the vehicles market and the improvements made to legislation and inspection implemented in the sector, for example ANP resolution Nº 07, the implementation of CODIF/Passe Fiscal and the addition of colorant to anhydrous ethanol, had a positive influence on Ipiranga's sales volume, which amounted to 2,753,000 cubic meters in 2Q07. This volume represented a 4% increase compared to 2Q06, seeing that (i) the volume of gasoline, ethanol and natural gas for vehicles (NGV) increased by 9.5% (87,000 cubic meters), influenced by expansion in Brazil's vehicle fleet - particularly flex-fuel vehicles, improvements made in the sector and investment made in the gas stations for NGV distribution, and (ii) diesel volume increased by 1.5% (25,000 cubic meters), as a consequence of increased economic activity, with expansions seen in the fuel resale segment, and increased consumption on the part of major end consumer clients. Compared to 1Q07 there was an increase of 7% in Ipiranga's sales volume, particularly in diesel sales volume, as a result of seasonal variation between the two periods, largely as a function of the agricultural harvest, as well as better positioning on the part of Ipiranga to capture this volume. Net sales at Ipiranga amounted to R$ 4,958.8 million in 2Q07, up 4% and 9% compared to 2Q06 and 1Q07 Ipiranga Pro-forma figures, respectively, basically as a result of the expansion in the vehicles market and improvements in legislation and inspection implemented in the sector, partly offset by the variation in anhydrous and hydrated ethanol prices, which saw a drop as a result of the record levels of the sugarcane harvest in 2007 and the decrease in the ICMS tax rate in the state of Rio Grande do Sul. In 1H07, Ipiranga Pro-forma net sales amounted to R$ 9,504.8 million, up 3% compared to Ipiranga Pro-forma in 1H06.

67

Oxiteno: Total sales volume at Oxiteno in 2Q07 amounted to 147,000 tons, up 9% on 2Q06, with an 18% growth in the volume sold in the domestic market, resulting in better geographical and product sales mix. Growth in the domestic market occurred mainly in the cosmetics & detergents, agrochemicals, polyester and paint & varnishes segments. In the export market, sales decreased by 11% compared to 2Q06, as a consequence of a lower availability of products due to increased volume in the local market. Sales volume at Oxiteno Mexico increased by 24% in this quarter, amounting to 8,700 tons. Compared to 1Q07, Oxiteno showed a 2% increase in total volume sold, due to higher sales of specialty chemicals (+14%), in detriment to the sale of glycols. In the first half of the year, Oxiteno's sales volume amounted to 291,000 tons, up 11% on 1H06. Oxiteno reported net sales and services of R$ 387.7 million in 2Q07, up 5% on 2Q06, basically as a result of an improvement in sales mix and better international commodity prices – the 9% increase in volume sold offset the 9% appreciation in the Brazilian Real against the US Dollar. Compared to 1Q07, there was a 2% reduction in net sales and services, basically due to the 6% appreciation in the Brazilian Real against the US Dollar. Net sales and services in 1H07 amounted to R$ 783.9 million, up 8% on 1H06.

Ultracargo: In 2Q07, average storage volumes at Ultracargo, measured in cubic meters, were 17% higher than in 2Q06, basically due to an increase in operations at the Santos Terminal and the Suape Terminal, whose expansion was completed in 4Q06. Compared to 1Q07, this represented a 5% increase, the result of the higher utilization rate at the Santos and Aratu terminals. Total kilometrage traveled was down 25% and 4% compared to 2Q06 and 1Q07, respectively, basically as a consequence of Ultracargo's decision to concentrate its operations on the providing of differentiated services. In the first half of the year, Ultracargo's average storage volume, as measured in cubic meters, showed an increase of 17% while kilometrage traveled dropped by 28%. Net revenues at Ultracargo amounted to R$ 57.0 million in 2Q07, down 3% on 2Q06, as a result of a reduction in transport operations, partially offset by (i) an increase in storage revenue and (ii) new internal logistics operations as a result of the acquisition of Petrolog in May. Compared to 1Q07, net revenues in the quarter increased by 5% as a result of increased storage levels at the Aratu and Santos Terminals, and of the new internal logistics operations. In 1H07, net revenuesat Ultracargo totaled R$ 111.3 million, 5% below the net revenue reported in 1H06.

Cost of Sales and Services: Ultrapar's cost of sales and services amounted to R$ 5,704.2 million in 2Q07, up 494% and 500% on 2Q06 and 1Q07, respectively, basically due to the acquisition of Ipiranga. Taking Ultrapar Pro-forma in 2Q06 and 1Q07, the cost of sales and services would have increased by 3% and 8%, respectively, driven basically by increased sales volume in all the businesses managed by Ultrapar, particularly Ipiranga. In 1H07, Ultrapar's cost of sales and services amounted to R$ 6,655.1 million, up 258% compared to 1H06, as a result of the addition of Ipiranga’s costs from 2Q07.

Ultragaz: The cost of sales and services at Ultragaz amounted to R$ 669.7 million in 2Q07, up 3% and 8% compared to 2Q06 and 1Q07, respectively, in line with sales volume performance. Compared to 2Q06, the increase was also a result of the effects of inflation on distribution costs, as well as an increase in the cost associated with UltraSystem to bring it up to new safety standards. Compared to 1Q07, the benefits generated by the company’s distribution structure review partially offset the increase due the higher volume sold. In 1H07 Ultragaz's cost of sales and services amounted to R$ 1,288.0 million, up 3% compared to 1H06.

Ipiranga: The cost of sales and services at Ipiranga amounted to R$ 4,702.4 million in 2Q07, up 3% on Ipiranga Pro-forma in 2Q06, as a result of an increase in volume sold, partly offset by a reduction in the cost of ethanol, due to record levels of the sugarcane harvest in 2007, and an alteration in the ICMS tax rate in the state of Rio Grande do Sul. Compared to Ipiranga Pro-forma in 1Q07, the cost of sales and services increased by 9%, basically as a result of higher volume sold. In 1H07 Pro-forma, Ipiranga's cost of sales and services amounted to R$ 9,000.7 million, up 3% compared to 1H06 Pro-forma.

Oxiteno: Oxiteno's cost of sales and services in 2Q07 amounted to R$ 319.0 million, up 12% compared to 2Q06, as a result of (i) a 9% increase in volume sold and (ii) a 21% increase in the ethylene cost in US$, partly offset by the 9% appreciation in the Brazilian Real in the period. Compared to 1Q07, there was a 2% increase in the cost of sales and services, in line with the volume sold – the increases in unit costs in dollar terms were offset by the 6% appreciation in the Real. In 1H07, Oxiteno's cost of sales and services amounted to R$ 630.4 million, up 12% on 1H06.

68

Ultracargo: The cost of services provided by Ultracargo in 2Q07 amounted to R$ 34.4 million, down 6% compared to the same quarter in 2006, basically as a result of a reduction in transport costs, and up 4% on 1Q07, the result of higher volume of products handled at the Santos Terminal and increased internal logistics activities. In 1H07, the company's cost of services provided was down by 9% compared to 1H06.

Gross Profit : In 2Q07 Ultrapar reported a gross profit of R$ 476.9 million, 101% and 114% higher than 2Q06 and 1Q07, as a result of adding Ipiranga’s gross profit from 2Q07. Ultrapar year to date gross profit amounted to R$ 700.1 million, a 61% increase compared to 1S06.

Selling, General and Administrative Expenses : Ultrapar's sales, general and administrative expenses amounted to R$ 336.3 million in 2Q07, up 128% and 116%, respectively on 2Q06 and 1Q07. Taking Ultrapar Pro-forma figures in 2Q06 and 1Q07, sales, general and administrative expenses would have increased by 4% and would have decreased by 2%, respectively. In 1H07, Ultrapar's sales, general and administrative expenses amounted to R$ 492.1 million, up 71% compared to 1H06, as a result of adding the expenses associated with Ipiranga from 2Q07.

Ultragaz: Ultragaz's sales, general and administrative expenses amounted to R$ 80.6 million in 2Q07, almost unchanged compared to 2Q06, basically as a result of operational improvements implemented and non-recurring claims indemnity made in 2Q06. Compared to 1Q07, sales, general and administrative expenses were down by 6%, the result of operational improvements and higher expenditure on conventions and advertising in the first quarter of the year. In 1H07, sales, general and administrative expenses amounted to R$ 166.7 million, up 9% on 1H06.

Ipiranga: Sales, general and administrative expenses at Ipiranga amounted to R$ 174.9 million in 2Q07, up 7% compared to Ipiranga Pro-forma in 2Q06, due to increased freight expenses and non-recurring expenses as a result of laying off the corporate staff that provided the support for the former controlling shareholders . Compared to Ipiranga Pro-forma in 1Q07, sales, general and administrative expenses were down 1%, due to a concentration of advertising and marketing expenses in 1Q07. Disregarding the above mentioned non-recurring expenses , which amounted to R$ 11 million in this quarter, sales, general and administrative expenses would have remained stable compared to Ipiranga Pro-forma in 2Q06 and would have decreased by 7% compared to Ipiranga Pro-forma in 1Q07. Ipiranga Pro-forma sales, general and administrative expenses in 1H07 amounted to R$ 351.3 million, up 6% on Ipiranga Pro-forma in 1H06.

Oxiteno: Oxiteno's sales, general administrative expenses totaled R$ 53.0 million in 2Q07, up 3% on 2Q06, as a result of increased sales expenses due to (i) an increase in volume sold and (ii) higher expenses at Oxiteno Mexico associated with exports. Administrative expenses were down 5%, as a result of lower employee profit-sharing - in line with the company's performance. Compared to 1Q07, sales, general and administrative expenses were down 3%, basically as a result of to the decrease in freight costs and lower employees profit-sharing. In 1H07, general expenses totaled R$ 107.7 million, up 7% on 1H06.

Ultracargo: Sales, general and administrative expenses at Ultracargo totaled R$ 17.4 million in 2Q07, down 2% on 2Q06, as a result of a reduction in the size of the company's workforce, due to a downsizing of operations in the transport segment, partially offset by higher expenses associated with increased storage operations. Compared to 1Q07, there was an increase of R$ 1 million in sales, general and administrative basically as a result of increased operations. In 1H07, sales, general and administrative expenses totaled R$ 33.7 million, down 7% on 1H06.

69

Income from Operations before Financial Items: Ultrapar reported an income from operations before financial items of R$ 144.8 million in 2Q07, 61% and 115% higher than the income from operations before financial items in 2Q06 and 1Q07, respectively, basically as a result of the Ipiranga acquisition. Income from operations before financial items in 1H07 amounted to R$ 212.1 million, a 42% increase over 1H06.

Financial Income (Expenses), Net : Ultrapar reported net financial expenses of R$ 27.3 million in 2Q07, compared to net financial expenses of R$ 7.9 million in 1Q07, and net financial revenues of R$ 22.4 million in 2Q06. The financial result in 2Q06 benefited from an extraordinary gain of R$ 27 million, due to the winning of lawsuits related to the levying of PIS and COFINS taxes on financial revenues. In addition, the result in 2Q07 reflects Ultrapar's increased levels of net debt as a result of the first payment related to the acquisition of Ipiranga. Ultrapar ended the quarter with net debt of R$ 1,176.3 million, compared to net cash of R$ 162.1 million in 2Q06, and net debt of R$ 48.3 million in 1Q07. As per the material notice released on March 19, 2007, Ipiranga acquisition transaction is composed of some stages, with completion estimated for 4Q07. After the completion of these stages under the terms of the above mentioned material notice, Ultrapar should receive R$ 1.7 billion for the assets acquired on behalf of Braskem and Petrobras.

Nonoperating Income (Expenses), Net : In 2Q06 Ultrapar reported nonoperating expenses, net, of R$ 1.1 million, basically composed by net expenses of R$ 0.3 million (net expenses of R$ 6.3 million in 2Q06) from project analyses and net expenses of R$ 0.8 million (net expenses of R$ 4.9 million in 2Q06) from the sale of permanent assets.

Income and Social Contribution / Benefit of Tax Holidays: Ultrapar reported income tax and social contribution expenses of R$ 32.0 million in 2Q07, practically unchanged compared to 2Q06. Compared to 1Q07, income tax and social contribution expenses increased by 37% as a result of the increase in pre-tax income. In December 2006, the income tax exemption enjoyed by Oxiteno's unit at Camaçari expired and a request was filed with ADENE (Northeast Development Agency), responsible to manage this incentive program, asking for a 75% reduction in income tax until 2016, which was deferred on May 25, 2007. On July 3, 2007, the report issued by ADENE was sent to the Federal Tax Authorities for approval, which has a time limit of 120 days to occur. After this period, Oxiteno will be able to book the amount of the tax benefit in its results, with retroactive effect to January 1st, 2007. Should the tax benefit had been obtained since January 1, 2007, the total expense with income tax and social contribution would have been reduced by R$ 8.4 million, R$ 2.2 million referring to the effect of the tax benefit in 2Q07.

Net Income : Ultrapar's consolidated net income in 2Q07 amounted to R$ 37.4 million, 58% lower than the net earnings reported in 2Q06, and 1% higher than the figure reported in 1 Q07, despite the increase in EBITDA between the periods analyzed, basically because of the increase in minority interest, which amounted to R$ 47.5 million in the period, due to the minority interest from Ipiranga.

70

EBITDA: Ultrapar re ported consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) of R$ 225.3 million in 2Q07, up 66% on 2Q06, and 96% on 1Q07, basically as a result of the acquisition of Ipiranga. Taking Ultrapar Pro-forma figures in 2Q06 and 1Q07, the increase in EBITDA would have been 4% and 6% compared to 2Q06 and 1Q07, respectively. In 1H07, EBITDA at Ultrapar amounted to R$ 340.4 million, up 40% compared to 1H06, as a result of the addition of Ipiranga’s EBITDA in 2Q07.

Ultragaz: Ultragaz reported EBITDA of R$ 77.9 million in 2Q07, almost unchanged compared to the EBITDA reported in 2Q06, basically as a result of an increase in distribution costs due to inflation effects in 2Q07, which neutralized the increase in sales volume. Compared to 1Q07, EBITDA was up 29%, a reflection of the 9% increase in sales volume and lower operational expenses. In 1H07, EBITDA at Ultragaz totaled R$ 138.3 million, up 4% on 1H06, principally the result of the increase in sales volume.

Ipiranga: Ipiranga reported EBITDA of R$ 105.1 million in 2Q07, up 31% and 9% compared to Ipiranga Pro-forma in 2Q06 and 1Q07, respectively, basically as a result of increased sales volume and measures implemented to improve legislation and inspection of the fuel sector. In 1H07, EBITDA Pro-forma at Ipiranga totaled R$ 201.8 million, up 16% on Ipiranga Pro-forma in 1H06.

Oxiteno: EBITDA totaled R$ 28.0 million in 2Q07, down 39% and 33% compared to 2Q06 and 1Q07, respectively, basically as a result of the appreciation in the Brazilian Real and an increase in the cost of raw materials, particularly the ethylene. In 1H07, EBITDA at Oxiteno totaled R$ 70.1 million, 19% down on 1H06.

Ultracargo: Ultracargo reported EBITDA of R$ 12.4 million, an increase of 14% and 12%, respectively, on 2Q06 and 1Q07, as a result of increased operations in the storage and internal logistics segments. In 1H07, EBITDA at Ultracargo totaled R$ 23.5 million, up 16% on 1H06.

EBITDA

| R$
million | 2Q07 | 2Q06 | 1Q07 | Change 2Q07
X 2Q06 | Change 2Q07
X 1Q07 | 1H07 | 1H06 | Change 1H07
X 1H06 |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Ultrapar | 225.3 | 136.0 | 115.1 | 66% | 96% | 340.4 | 242.6 | 40% |
| Ultragaz | 77.9 | 77.6 | 60.4 | 0% | 29% | 138.3 | 132.9 | 4% |
| Ipiranga | 105.1 | 80.4 | 96.7 | 31% | 9% | 201.8 | 174.1 | 16% |
| Oxiteno | 28.0 | 46.2 | 42.1 | (39%) | (33%) | 70.1 | 86.7 | (19%) |
| Ultracargo | 12.4 | 10.9 | 11.1 | 14% | 12% | 23.5 | 20.2 | 16% |

We hereby inform that. in accordance with the requirements of CVM Resolution 381/03, our independent auditors KPMG Auditores Independentes have not performed during this first six months of 2007 any service other than the external audit of the financial statements of Ultrapar and affiliated companies and subsidiaries. We also inform that there is no expectation, for the current year, for KPMG to perform any other service amounting to more than 5% of the auditing cost.

71

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, thereonto duly authorized.

| /s/ André
Covre |
| --- |
| Name:
André Covre |
| Title:
Chief Financial and Investor Relations
Officer |

(Interim Financial Information for the three-month period Ended June 30, 2007 and Independent Accountants' Review Report)

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