Foreign Filer Report • Nov 13, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report Of Foreign Private Issuer
Pursuant To Rule 13a-16 Or 15d-16 Of
The Securities Exchange Act Of 1934
For the month of November 20 2 4
Commission File Number: 001-14950
ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English)
Brigadeiro Luis Antonio Avenue , 1343, 9 th Floor
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
1
Table of Contents
ULTRAPAR HOLDINGS INC.
TABLE OF CONTENTS
| ITEM | |
|---|---|
| 1. | Individual and Consolidated Interim Financial Information as of and for the Quarter Ended September 30, 2024 and Report on Review of Interim Financial Information |
| 2. | 3Q24 Earnings Release |
| 3. | Minutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on November 13, 2024 |
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.
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Ultrapar Participações S.A. and Subsidiaries
| Table of Contents | |
|---|---|
| Statements of financial position | 8 |
| Statements of income | 10 |
| Statements of comprehensive income | 11 |
| Statements of changes in equity | 12 |
| Statements of cash flows - indirect method | 14 |
| Statements of value added | 16 |
| 1. Operations | 17 |
| 2. Basis of preparation and presentation of individual and consolidated interim financial information | 20 |
| 3. New accounting policies and changes in accounting policies | 21 |
| 4. Cash and cash equivalents, financial investments, derivative financial instruments and other financial assets | 22 |
| 5. Trade receivables, reseller financing and other receivables (Consolidated) | 23 |
| 6. Inventories (Consolidated) | 25 |
| 7. Recoverable taxes (Consolidated) | 25 |
| 8. Related parties | 26 |
| 9. Income and social contribution taxes | 29 |
| 10. Contractual assets with customers - exclusivity rights (Consolidated) | 32 |
| 11. Investments in subsidiaries, joint ventures and associates | 33 |
| 12. Right-of-use assets and leases payable (Consolidated) | 36 |
| 13. Property, plant, and equipment (Consolidated) | 39 |
| 14. Intangible assets (consolidated) | 40 |
| 15. Loans, financing, debentures and derivative financial instruments (Consolidated) | 42 |
| 16. Trade payables (consolidated) | 44 |
| 17. Employee benefits and private pension plan (Consolidated) | 45 |
| 18. Provisions and contingent liabilities (Consolidated) | 46 |
| 19. Subscription warrants – indemnification | 48 |
| 20. Equity | 49 |
| 21. Net revenue from sales and services (Consolidated) | 50 |
| 22. Costs, expenses and other operating results by nature | 51 |
| 23. Financial result | 51 |
| 24. Earnings per share (Parent and Consolidated) | 52 |
| 25. Segment information | 53 |
| 26. Financial instruments (Consolidated) | 57 |
| 27. Commitments (Consolidated) | 71 |
| 28. Acquisition of Interest and Control | 71 |
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(Convenience Translation into English from the Original Previously Issued in Portuguese)
Ultrapar Participações S.A.
Report on Review of Interim Financial Information for the three and nine-month Quarter Ended September 30, 2024
Deloitte Touche Tohmatsu Auditores Independentes Ltda.
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Deloitte Touche Tohmatsu Av. Dr. Chucri Zaidan, 1.240 - 4° ao 12° andares - Golden Tower 04711-130 - São Paulo - SP Brazil Tel.: + 55 (11) 5186-1000 Fax: + 55 (11) 5181-2911 www.deloitte.com.br
(Convenience Translation into English from the Original Previously Issued in Portuguese)
REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
To the Shareholders, Board of Directors and Management of
Ultrapar Participações S.A.
Introduction
We have reviewed the accompanying individual and consolidated interim financial information of Ultrapar Participações S.A. (“Company”), identified as Parent and Consolidated, included in the Interim Financial Information Form (ITR), for the quarter ended September 30, 2024, which comprises the statements of financial position as at September 30, 2024 and the related statements of income and comprehensive income for the three and nine-month periods then ended, and of changes in equity and of cash flows for the nine-month period then ended, including the explanatory notes.
Management is responsible for the preparation of this individual and consolidated interim financial information in accordance with technical pronouncement CPC 21(R1) and international standard IAS 34 - Interim Financial Reporting, issued by the International Accounting Standards Board (IASB), as well as for the presentation of such information in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM), applicable to the preparation of Interim Financial Information (ITR). Our responsibility is to express a conclusion on this interim financial information based on our review.
Scope of review
We conducted our review in accordance with Brazilian and international standards on review of interim financial information (NBC TR 2410 and ISRE 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity, respectively). A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with the standards on auditing and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion on the individual and consolidated interim financial information
Based on our review, nothing has come to our attention that causes us to believe that the accompanying individual and consolidated interim financial information has not been prepared, in all material respects, in accordance with technical pronouncement CPC 21 (R1) and international standard IAS 34 applicable to the preparation of ITR and presented in accordance with the standards issued by the Brazilian Securities and Exchange Commission (CVM).
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Other matters
Statements of value added
The interim financial information referred to above includes the individual and consolidated statements of value added (DVA) for the nine-month period ended September 30, 2024, prepared under the responsibility of the Company’s Management, and presented as supplemental information for international standard IAS 34 purposes. These statements were subject to the review procedures performed together with the review of the ITR to reach a conclusion on whether they are reconciled with the interim financial information and the accounting records, as applicable, and if their form and content are consistent with the criteria set forth in technical pronouncement CPC 09 (R1) - Statement of Value Added. Based on our review, nothing has come to our attention that causes us to believe that these statements of value added were not prepared, in all material respects, in accordance with the criteria defined in such standard and consistently with the individual and consolidated interim financial information taken as a whole.
The accompanying interim financial information has been translated into English for the convenience of readers outside Brazil.
São Paulo, November 13, 2024
| DELOITTE TOUCHE TOHMATSU | Daniel Corrêa de Sá |
|---|---|
| Auditores Independentes Ltda . | Engagement Partner |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of financial position |
| As of September 30, 2024 and December 31, 2023 |
| (In thousands of Brazilian Reais ) |
| — Note | Parent — 09/30/2024 | 12/31/2023 | Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|---|
| Assets | |||||
| Current assets | |||||
| Cash and cash equivalents | 4.a | 52,018 | 412,840 | 3,855,366 | 5,925,688 |
| Financial investments, derivative financial instruments and other financial assets | 4.b | ‐ | ‐ | 377,405 | 292,934 |
| Trade receivables | 5.a | ‐ | ‐ | 3,629,656 | 3,921,790 |
| Reseller financing | 5.a | ‐ | ‐ | 497,435 | 504,862 |
| Trade receivables - sale of subsidiaries | 5.c | ‐ | 208,487 | ‐ | 924,364 |
| Inventories | 6 | ‐ | ‐ | 4,742,344 | 4,291,431 |
| Recoverable taxes | 7.a | 940 | 1,050 | 1,511,114 | 1,462,269 |
| Recoverable income and social contribution taxes | 7.b | 15,733 | 25,006 | 183,353 | 171,051 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 139,691 | ‐ |
| Dividends receivable | - | ‐ | 414,973 | 2,303 | 3,572 |
| Other receivables and other assets | - | 87,236 | 105,229 | 356,539 | 263,806 |
| Prepaid expenses | - | 7,068 | 4,617 | 126,947 | 99,922 |
| Contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 743,951 | 787,206 |
| Total current assets | 162,995 | 1,172,202 | 16,166,104 | 18,648,895 | |
| Non-current assets | |||||
| Financial investments, derivative financial instruments and other financial assets | 4.b | 2,608 | 295,637 | 3,136,781 | 951,941 |
| Trade receivables | 5.a | ‐ | ‐ | 27,258 | 13,216 |
| Reseller financing | 5.a | ‐ | ‐ | 683,001 | 550,641 |
| Related parties | 8.a | 7,076 | 6,677 | 44,791 | 31,892 |
| Deferred income and social contribution taxes | 9.a | 171,047 | 164,267 | 1,325,845 | 1,255,134 |
| Recoverable taxes | 7.a | 74 | 75 | 2,348,549 | 2,741,370 |
| Recoverable income and social contribution taxes | 7.b | 8,065 | 8,065 | 280,495 | 225,354 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 204,902 | ‐ |
| Escrow deposits | 18.a | 37 | 18 | 1,052,305 | 1,032,717 |
| Indemnification asset - business combination | 18.a.3 | ‐ | ‐ | 157,831 | 124,927 |
| Other receivables and other assets | - | ‐ | ‐ | 110,561 | 155,818 |
| Prepaid expenses | - | 19,280 | 13,752 | 55,809 | 73,387 |
| Contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 1,398,591 | 1,475,302 |
| Investments in subsidiaries, joint ventures and associates | 11 | 14,410,429 | 12,322,055 | 1,720,243 | 318,356 |
| Right-of-use assets, net | 12 | 7,711 | 7,527 | 1,691,082 | 1,711,526 |
| Property, plant and equipment, net | 13 | 70,115 | 5,791 | 6,755,864 | 6,387,581 |
| Intangible assets, net | 14 | 270,247 | 270,658 | 2,161,778 | 2,553,917 |
| Total non-current assets | 14,966,689 | 13,094,522 | 23,155,686 | 19,603,079 | |
| Total assets | 15,129,684 | 14,266,724 | 39,321,790 | 38,251,974 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of financial position |
| As of September 30, 2024 and December 31, 2023 |
| (In thousands of Brazilian Reais ) |
| — Note | Parent — 09/30/2024 | 12/31/2023 | Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|---|
| Liabilities | |||||
| Current liabilities | |||||
| Trade payables | 16.a | 30,378 | 26,772 | 3,050,954 | 4,682,671 |
| Trade payables - reverse factoring | 16.b | ‐ | ‐ | 1,291,458 | 1,039,366 |
| Loans, financing and derivative financial instruments | 15 | ‐ | ‐ | 2,932,243 | 1,075,672 |
| Debentures | 15 | ‐ | ‐ | 454,157 | 917,582 |
| Salaries and related charges | - | 39,464 | 51,148 | 465,747 | 494,771 |
| Taxes payable | - | 408 | 1,457 | 144,499 | 168,730 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 92,306 | ‐ |
| Dividends payable | - | 8,019 | 314,418 | 61,837 | 334,641 |
| Income and social contribution taxes payable | - | 1,486 | ‐ | 384,832 | 551,792 |
| Post-employment benefits | 17.b | ‐ | ‐ | 23,798 | 23,612 |
| Provision for decarbonization credit | 14.b | ‐ | ‐ | 267,635 | 741,982 |
| Provisions for tax, civil and labor risks | 18.a | 903 | 907 | 49,496 | 45,828 |
| Leases payable | 12.b | 2,810 | 2,389 | 321,125 | 311,426 |
| Financial liabilities of customers | - | ‐ | ‐ | 126,276 | 157,615 |
| Other payables | - | 270 | 5,260 | 625,996 | 683,970 |
| Total current liabilities | 83,738 | 402,351 | 10,292,359 | 11,229,658 | |
| Non-current liabilities | |||||
| Loans, financing and derivative financial instruments | 15 | ‐ | ‐ | 5,579,637 | 5,585,372 |
| Debentures | 15 | ‐ | ‐ | 4,881,957 | 4,189,391 |
| Energy trading futures contracts | 26.h | ‐ | ‐ | 56,609 | ‐ |
| Related parties | 8.a | 2,875 | 2,875 | 3,516 | 3,118 |
| Deferred income and social contribution taxes | 9.a | ‐ | ‐ | 91,287 | 206 |
| Post-employment benefits | 17.b | 1,750 | 1,506 | 254,936 | 241,211 |
| Provisions for tax, civil and labor risks | 18.a | 182,000 | 188,757 | 1,242,084 | 1,258,302 |
| Leases payable | 12.b | 5,974 | 6,197 | 1,168,157 | 1,212,508 |
| Financial liabilities of customers | - | ‐ | ‐ | 84,346 | 151,319 |
| Subscription warrants - indemnification | 19 | 64,223 | 87,299 | 64,223 | 87,299 |
| Provision for unsecured liabilities of subsidiaries, joint ventures and associates | 11 | 59,980 | 55,712 | 324 | 256 |
| Other payables | - | 25,310 | 15,532 | 253,871 | 263,508 |
| Total non-current liabilities | 342,112 | 357,878 | 13,680,947 | 12,992,490 | |
| Equity | |||||
| Share capital | 20.a | 6,621,752 | 6,621,752 | 6,621,752 | 6,621,752 |
| Equity instrument granted | 20.b | 93,117 | 75,925 | 93,117 | 75,925 |
| Capital reserve | 20.d | 606,245 | 597,828 | 606,245 | 597,828 |
| Treasury shares | 20.c | (448,917) | (470,510) | (448,917) | (470,510) |
| Revaluation reserve of subsidiaries | 20.d | 3,670 | 3,802 | 3,670 | 3,802 |
| Profit reserves | 20.e | 6,389,559 | 6,389,559 | 6,389,559 | 6,389,559 |
| Retained earnings | - | 1,248,510 | - | 1,248,510 | - |
| Accumulated other comprehensive income | - | 189,898 | 154,108 | 189,898 | 154,108 |
| Additional dividends to the minimum mandatory dividends | - | ‐ | 134,031 | ‐ | 134,031 |
| Equity attributable to: | |||||
| Shareholders of Ultrapar | - | 14,703,834 | 13,506,495 | 14,703,834 | 13,506,495 |
| Non-controlling interests in subsidiaries | 11 | ‐ | ‐ | 644,650 | 523,331 |
| Total equity | 14,703,834 | 13,506,495 | 15,348,484 | 14,029,826 | |
| Total liabilities and equity | 15,129,684 | 14,266,724 | 39,321,790 | 38,251,974 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of income |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais , except earnings per thousand shares) |
| — Note | Parent — 07/01/2024 to | 01/01/2024 to | 07/01/2023 to | 01/01/2023 to | Consolidated — 07/01/2024 to | 01/01/2024 to | 07/01/2023 to | 01/01/2023 to | |
|---|---|---|---|---|---|---|---|---|---|
| 09/30/2024 | 09/30/2024 | 09/30/2023 | 09/30/2023 | 09/30/2024 | 09/30/2024 | 09/30/2023 | 09/30/2023 | ||
| Net revenue from sales and services | 21 | ‐ | ‐ | ‐ | ‐ | 35,357,672 | 98,097,521 | 32,483,536 | 92,627,829 |
| Cost of products and services sold | 22 | ‐ | ‐ | ‐ | ‐ | (33,075,501) | (91,646,046) | (29,619,258) | (86,378,561) |
| Gross profit | ‐ | ‐ | ‐ | ‐ | 2,282,171 | 6,451,475 | 2,864,278 | 6,249,268 | |
| Operating income (expenses) | |||||||||
| Selling and marketing | 22 | ‐ | ‐ | ‐ | ‐ | (671,002) | (1,884,131) | (577,486) | (1,612,236) |
| General and administrative | 22 | (11,590) | (36,355) | (15,788) | (47,332) | (420,531) | (1,374,833) | (549,149) | (1,472,315) |
| Results from disposal of property, plant and equipment and intangible assets | 12 | 59 | 5 | 5 | 31,480 | 105,361 | 11,770 | 104,326 | |
| Other operating income (expenses), net | 22 | (4,938) | 26,917 | 9 | (153) | (111,377) | (337,406) | (170,973) | (510,179) |
| Operating income (loss) before share of profit (loss) of subsidiaries, joint ventures and associates, financial result and income and social contribution taxes | (16,516) | (9,379) | (15,774) | (47,480) | 1,110,741 | 2,960,466 | 1,578,440 | 2,758,864 | |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 11 | 670,085 | 1,508,446 | 839,283 | 1,378,242 | 4,127 | (6,970) | (303) | 11,714 |
| Amortization of fair value adjustments on associates acquisition | 11 | ‐ | ‐ | ‐ | ‐ | (407) | (2,089) | ‐ | ‐ |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | 670,085 | 1,508,446 | 839,283 | 1,378,242 | 3,720 | (9,059) | (303) | 11,714 | |
| Income before financial result and income and social contribution taxes | 653,569 | 1,499,067 | 823,509 | 1,330,762 | 1,114,461 | 2,951,407 | 1,578,137 | 2,770,578 | |
| Financial income | 23 | 5,419 | 48,291 | 70,913 | 121,875 | 220,808 | 661,588 | 296,143 | 673,265 |
| Financial expenses | 23 | 2,115 | (20,648) | (18,597) | (95,210) | (329,069) | (1,258,366) | (596,757) | (1,502,196) |
| Financial result, net | 23 | 7,534 | 27,643 | 52,316 | 26,665 | (108,261) | (596,778) | (300,614) | (828,931) |
| Income before income and social contribution taxes | 661,103 | 1,526,710 | 875,825 | 1,357,427 | 1,006,200 | 2,354,629 | 1,277,523 | 1,941,647 | |
| Income and social contribution taxes | |||||||||
| Current | 9.b; 9.c | (1,927) | (12,519) | (1,378) | (22,559) | (365,650) | (760,375) | (509,668) | (814,078) |
| Deferred | 9.b | (7,594) | 6,780 | (9,593) | 5,927 | 57,872 | 50,827 | 123,388 | 276,190 |
| (9,521) | (5,739) | (10,971) | (16,632) | (307,778) | (709,548) | (386,280) | (537,888) | ||
| Net income for the period | 651,582 | 1,520,971 | 864,854 | 1,340,795 | 698,422 | 1,645,081 | 891,243 | 1,403,759 | |
| Income attributable to: | |||||||||
| Shareholders of Ultrapar | 651,582 | 1,520,971 | 864,854 | 1,340,795 | 651,582 | 1,520,971 | 864,854 | 1,340,795 | |
| Non-controlling interests in subsidiaries | 11 | ‐ | ‐ | ‐ | ‐ | 46,840 | 124,110 | 26,389 | 62,964 |
| Total earnings per share (based on the weighted average number of shares outstanding) – R$ | |||||||||
| Basic | 24 | 0.5903 | 1.3800 | 0.7897 | 1.2243 | 0.5903 | 1.3800 | 0.7897 | 1.2243 |
| Diluted | 24 | 0.5818 | 1.3616 | 0.7832 | 1.2141 | 0.5818 | 1.3616 | 0.7832 | 1.2141 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of comprehensive income |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais ) |
| Note | Parent — 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | 07/01/2023 to 09/30/2023 | 01/01/2023 to 09/30/2023 | Consolidated — 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | 07/01/2023 to 09/30/2023 | 01/01/2023 to 09/30/2023 | |
|---|---|---|---|---|---|---|---|---|---|
| Net income for the period, attributable to shareholders of Ultrapar | - | 651,582 | 1,520,971 | 864,854 | 1,340,795 | 651,582 | 1,520,971 | 864,854 | 1,340,795 |
| Net income for the period, attributable to non-controlling interests in subsidiaries | - | ‐ | ‐ | ‐ | ‐ | 46,840 | 124,110 | 26,389 | 62,964 |
| Net income for the period | 651,582 | 1,520,971 | 864,854 | 1,340,795 | 698,422 | 1,645,081 | 891,243 | 1,403,759 | |
| Items that will be subsequently reclassified to profit or loss: | |||||||||
| Fair value adjustments of financial instruments of subsidiaries, joint ventures and associates, net of income and social contribution taxes | - | 27,161 | 35,790 | 2,293 | (23,195) | 27,161 | 35,790 | 2,293 | (23,195) |
| Total comprehensive income for the period | 678,743 | 1,556,761 | 867,147 | 1,317,600 | 725,583 | 1,680,871 | 893,536 | 1,380,564 | |
| Total comprehensive income for the period attributable to shareholders of Ultrapar | 678,743 | 1,556,761 | 867,147 | 1,317,600 | 678,743 | 1,556,761 | 867,147 | 1,317,600 | |
| Total comprehensive income for the period attributable to non-controlling interests in subsidiaries | ‐ | ‐ | ‐ | ‐ | 46,840 | 124,110 | 26,389 | 62,964 |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of changes in equity |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais , except dividends per share) |
| Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Revaluation reserve of subsidiaries | Profit reserves — Legal reserve | Investments statutory reserve | Accumulated other comprehensive income | Retained earnings | Additional dividends to the minimum mandatory dividends | Equity attributable to: — Shareholders of Ultrapar | Non-controlling interests (i) | Total equity | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2023 | 6,621,752 | 75,925 | 597,828 | (470,510) | 3,802 | 121,990 | 6,267,569 | 154,108 | ‐ | 134,031 | 13,506,495 | 523,331 | 14,029,826 | |
| Net income for the period | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,520,971 | ‐ | 1,520,971 | 124,110 | 1,645,081 |
| Other comprehensive income | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 35,790 | ‐ | ‐ | 35,790 | ‐ | 35,790 |
| Total comprehensive income for the period | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 35,790 | 1,520,971 | ‐ | 1,556,761 | 124,110 | 1,680,871 | |
| Issuance of shares related to the subscription warrants | ||||||||||||||
| - indemnification | - | ‐ | ‐ | 6,452 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 6,452 | ‐ | 6,452 |
| Equity instrument granted | 8.d; 20.b | ‐ | 17,192 | 1,965 | 21,593 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 40,750 | 4 | 40,754 |
| Realization of revaluation reserve of subsidiaries | - | ‐ | ‐ | ‐ | ‐ | -132 | ‐ | ‐ | ‐ | 132 | ‐ | ‐ | ‐ | ‐ |
| Shareholder transaction - changes of ownership interest | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 9 | ‐ | 9 | 403 | 412 |
| Dividends prescribed | - | - | - | - | - | - | - | - | - | 3,369 | - | 3,369 | - | 3,369 |
| Non-controlling interest in acquired subsidiary | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 107,954 | 107,954 |
| Allocation of net income: | ‐ | |||||||||||||
| Interest on capital attributable to non-controlling | ||||||||||||||
| interests | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (105,590) | (105,590) |
| Dividends attributable to non-controlling interests | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (5,562) | (5,562) |
| Approval of additional dividends by the Ordinary General | ||||||||||||||
| Shareholders’ Meeting | 20.e | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (134,031) | (134,031) | ‐ | (134,031) |
| Interim dividends (R$ 0.25 per share) | 20.e | - | - | - | - | - | - | - | - | (275,971) | - | (275,971) | - | (275,971) |
| Balance as of September 30, 2024 | 6,621,752 | 93,117 | 606,245 | (448,917) | 3,670 | 121,990 | 6,267,569 | 189,898 | 1,248,510 | ‐ | 14,703,834 | 644,650 | 15,348,484 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| State ments of change s in equity |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais , except dividends per share) |
| | Note | Share capital | Equity instrument granted | Capital reserve | Treasury shares | Profit reserves — Revaluation reserve of
subsidiaries | Legal reserve | Investments statutory reserve | Accumulated other comprehensive
income | Retained earnings | Additional dividends to the
minimum mandatory dividends | Equity attributable to: — Shareholders of Ultrapar | Non-controlling interests (i) | Total equity |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance as of December 31, 2022 | | 5,171,752 | 43,987 | 599,461 | (479,674) | 3,975 | 882,575 | 5,228,561 | 179,974 | ‐ | 78,130 | 11,708,741 | 466,227 | 12,174,968 |
| Net income for the period | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,340,795 | ‐ | 1,340,795 | 62,964 | 1,403,759 |
| Other comprehensive income | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (23,195) | ‐ | ‐ | (23,195) | ‐ | (23,195) |
| Total comprehensive income for the period | | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (23,195) | 1,340,795 | ‐ | 1,317,600 | 62,964 | 1,380,564 |
| Issuance of shares related to the subscription warrants
- indemnification | - | ‐ | ‐ | 560 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 560 | ‐ | 560 |
| Equity instrument granted | 8.d; 20.b | ‐ | 18,493 | (2,193) | 9,164 | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 25,464 | ‐ | 25,464 |
| Realization of revaluation reserve of subsidiaries | - | ‐ | ‐ | ‐ | ‐ | (130) | ‐ | ‐ | ‐ | 13 | ‐ | (117) | ‐ | (117) |
| Capital increase with reserves | 20.a | 1,450,000 | ‐ | ‐ | ‐ | ‐ | (882,575) | (567,425) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ |
| Shareholder transaction - changes of ownership interest | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 2 | ‐ | ‐ | ‐ | 2 | ‐ | 2 |
| Loss due to change in ownership interest | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (45) | (45) |
| Dividends prescribed | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 1,201 | ‐ | 1,201 | ‐ | 1,201 |
| Special reserve for mandatory dividend not distributed
to non-controlling shareholders | | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (11,145) | (11,145) |
| Non-controlling interest in acquired subsidiary | | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | 24,303 | 24,303 |
| Dividends attributable to non-controlling interests | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (394) | (394) |
| Approval of additional dividends by the Ordinary General
Shareholders’ Meeting | - | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (78,130) | (78,130) | ‐ | (78,130) |
| Interim dividends (R$ 0.25 per share) | | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (273,798) | ‐ | (273,798) | ‐ | (273,798) |
| Balance as of September 30, 2023 | | 6,621,752 | 62,480 | 597,828 | (470,510) | 3,845 | ‐ | 4,661,138 | 156,779 | 1,068,211 | ‐ | 12,701,523 | 541,910 | 13,243,433 |
(i) Are substantially represented by non-controlling shareholders of Iconic.
The accompanying notes are an integral part of the interim financial information.
13
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of cash flows - indirect method |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais ) |
| Note | Parent — 01/01/2024 to 09/30/2024 | 01/01/2023 to 09/30/2023 | Consolidated — 01/01/2024 to 09/30/2024 | 01/01/2023 to 09/30/2023 | |
|---|---|---|---|---|---|
| Cash flows from operating activities | |||||
| Net income from continuing operations | 1,520,971 | 1,340,795 | 1,645,081 | 1,403,759 | |
| Adjustments to reconcile net income to cash provided (consumed) by operating activities | ‐ | ‐ | |||
| Share of profit (loss) of subsidiaries, joint ventures and associates and amortization of fair value adjustments on associates acquisition | 11 | (1,508,446) | (1,378,242) | 9,059 | (11,714) |
| Amortization of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | 402,804 | 445,852 |
| Amortization of right-of-use assets | 12 | 2,101 | 1,633 | 230,157 | 221,292 |
| Depreciation and amortization | 13; 14 | 11,715 | 5,092 | 673,806 | 612,853 |
| Interest and foreign exchange rate variations | - | 6,616 | 3,331 | 944,259 | 1,073,225 |
| Current and deferred income and social contribution taxes | 9.b | 5,739 | 16,632 | 709,548 | 537,888 |
| Gain (loss) on disposal or write-off of property, plant and equipment, intangible assets and other assets | - | (35,298) | (5) | (140,600) | (104,326) |
| Equity instrument granted | - | 23,005 | 9,171 | 40,754 | 25,464 |
| Provision for decarbonization - CBIO | - | ‐ | ‐ | 441,813 | 568,382 |
| Other provisions and adjustments | - | (6,041) | 37,357 | 68,555 | 153,041 |
| 20,362 | 35,764 | 5,025,236 | 4,925,716 | ||
| (Increase) decrease in assets | |||||
| Trade receivables and reseller financing | 5 | ‐ | ‐ | 157,955 | 210,355 |
| Inventories | 6 | ‐ | ‐ | (455,469) | 1,019,521 |
| Recoverable taxes | - | 1,212 | (21,057) | (439,918) | (490,019) |
| Dividends received from subsidiaries, associates and joint ventures | - | 614,857 | 1,399,698 | 2,028 | 13,261 |
| Other assets | - | (10,836) | 7,219 | (180,303) | 10,914 |
| Increase (decrease) in liabilities | |||||
| Trade payables and trade payables - reverse factoring | 16 | 3,606 | (27,094) | (1,400,113) | (2,397,911) |
| Salaries and related charges | - | (11,683) | (30,570) | (31,557) | (4,351) |
| Taxes payable | - | (990) | (758) | (30,242) | (21,012) |
| Other liabilities | - | (12,654) | 23,836 | (19,479) | (68,169) |
| Acquisition of CBIO and carbon credits | 14 | ‐ | ‐ | (586,695) | (533,319) |
| Payments of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | (285,666) | (363,692) |
| Payment of contingencies | - | ‐ | (15) | (30,896) | (43,518) |
| Income and social contribution taxes paid | - | (2,920) | ‐ | (219,900) | (169,300) |
| Net cash provided by operating activities | 600,954 | 1,387,023 | 1,504,981 | 2,088,476 | |
| Cash flows from investing activities | |||||
| Financial investments, net of redemptions | 4.b | 142,736 | (162,911) | (2,051,959) | 186,265 |
| Acquisition of property, plant and equipment and intangible assets | 13; 14 | (75,627) | (14,249) | (1,099,268) | (763,272) |
| Cash provided by disposal of investments and property, plant and equipment | - | 264,564 | 197,802 | 1,256,077 | 425,261 |
| Capital increase in subsidiaries, associates and joint ventures | (585,335) | ‐ | - | ‐ | |
| Capital decrease in subsidiaries, associates and joint ventures | 11 | ‐ | 721,635 | 522 | ‐ |
| Net cash consumed in the purchase of investments and other assets | - | ‐ | (60,930) | (1,242,517) | (303,648) |
| Net cash provided (consumed) by investing activities | (253,662) | 681,347 | (3,137,145) | (455,394) |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of cash flows - indirect method |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais ) |
| Note | Parent — 01/01/2024 to 09/30/2024 | 01/01/2023 to 09/30/2023 | Consolidated — 01/01/2024 to 09/30/2024 | 01/01/2023 to 09/30/2023 | |
|---|---|---|---|---|---|
| Cash flows from financing activities | |||||
| Loans, financing and debentures | |||||
| Proceeds | 15 | ‐ | ‐ | 3,658,510 | 2,903,031 |
| Repayments | 15 | ‐ | (1,725,000) | (2,125,954) | (2,489,304) |
| Interest and derivatives (paid) or received | 7,838 | (118,181) | (741,857) | (781,533) | |
| Payments of lease | |||||
| Principal | 12.b | (1,977) | (1,532) | (211,344) | (152,234) |
| Interest paid | 12.b | (661) | (504) | (115,074) | (112,009) |
| Dividends paid | - | (712,916) | (380,561) | (781,182) | (399,952) |
| Proceeds from financial liabilities of customers | - | ‐ | ‐ | ‐ | 6,643 |
| Payments of financial liabilities of customers | - | ‐ | ‐ | (123,203) | (140,434) |
| Capital increase made by non-controlling shareholders and redemption of shares | ‐ | 149 | 13,500 | ‐ | |
| Related parties | - | (398) | (6,266) | (11,554) | (25,990) |
| Net cash consumed by financing activities | (708,114) | (2,231,895) | (438,158) | (1,191,782) | |
| Effect of exchange rate changes on cash and cash equivalents in foreign currency | - | ‐ | ‐ | ‐ | (25,950) |
| Increase (decrease) in cash and cash equivalents | - | (360,822) | (163,525) | (2,070,322) | 415,350 |
| Cash and cash equivalents at the beginning of the period | 4.a | 412,840 | 605,461 | 5,925,688 | 5,621,769 |
| Cash and cash equivalents at the end of the period | 4.a | 52,018 | 441,936 | 3,855,366 | 6,037,119 |
| Non-cash transactions: | |||||
| Addition on right-of-use assets and leases payable | ‐ | ‐ | 273,745 | 195,591 | |
| Addition on contractual assets with customers - exclusivity rights | ‐ | ‐ | 53,961 | 66,565 | |
| Reclassification between financial assets and investment in associates | ‐ | ‐ | 645,333 | ‐ | |
| Transfer between trade receivables and other assets accounts | ‐ | ‐ | ‐ | 25,646 | |
| Issuance of shares related to the subscription warrants - indemnification - Extrafarma acquisition | 6,452 | 411 | 6,452 | 411 | |
| Acquisition of property, plant and equipment and intangible assets without cash effect | - | ‐ | 9,046 | 39,041 | |
| Capital increase in joint ventures | 133,552 | - | - | - |
The accompanying notes are an integral part of the interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Statements of value added |
| For the periods ended September 30, 2024 and 2023 |
| (In thousands of Brazilian Reais ) |
| — Note | Parent — 09/30/2024 | 09/30/2023 | Consolidated — 09/30/2024 | 09/30/2023 | |
|---|---|---|---|---|---|
| Revenues | |||||
| Gross revenue from sales and services, except rents and royalties | ‐ | ‐ | 102,028,684 | 95,476,150 | |
| Rebates, discounts and returns | ‐ | ‐ | (836,236) | (701,825) | |
| Allowance for expected credit losses | 5 | ‐ | ‐ | (32,802) | (7,613) |
| Amortization of contractual assets with customers - exclusivity rights | 10 | ‐ | ‐ | (402,804) | (445,853) |
| Gain (loss) on disposal of assets and other operating income (expenses), net | 26,976 | (148) | (232,045) | (405,853) | |
| 26,976 | (148) | 100,524,797 | 93,915,006 | ||
| Materials purchased from third parties | |||||
| Cost of products and services sold | ‐ | ‐ | (91,744,783) | (86,489,727) | |
| Materials, energy, third-party services and others | 150,242 | 121,920 | (1,345,238) | (1,182,604) | |
| Provision for assets losses | ‐ | ‐ | 498 | 17,981 | |
| 150,242 | 121,920 | (93,089,523) | (87,654,350) | ||
| Gross value added | 177,218 | 121,772 | 7,435,274 | 6,260,656 | |
| Retentions | |||||
| Depreciation and amortization of intangible assets and right-of-use assets | 12.a; 13; 14 | (13,816) | (9,534) | (903,963) | (827,858) |
| Net value added produced by the Company | 163,402 | 112,238 | 6,531,311 | 5,432,798 | |
| Value added received in transfer | |||||
| Total share of profit (loss) of subsidiaries, joint ventures and associates | 11 | 1,508,446 | 1,378,242 | (9,059) | 11,714 |
| Rents and royalties | ‐ | ‐ | 236,807 | 233,666 | |
| Financial income | 23 | 48,291 | 121,875 | 661,588 | 673,265 |
| 1,556,737 | 1,500,117 | 889,336 | 918,645 | ||
| Total value added available for distribution | 1,720,139 | 1,612,355 | 7,420,647 | 6,351,443 | |
| Distribution of value added | |||||
| Personnel and related charges | |||||
| Salaries and wages | 123,122 | 114,008 | 1,105,759 | 1,054,993 | |
| Benefits | 19,398 | 17,483 | 338,353 | 307,760 | |
| Government Severance Indemnity Fund for Employees (FGTS) | 5,371 | 6,709 | 78,153 | 70,627 | |
| Others | 5,986 | 2,719 | 185,759 | 81,972 | |
| 153,877 | 140,919 | 1,708,024 | 1,515,352 | ||
| Taxes, fees, and contributions | |||||
| Federal | 25,291 | 46,431 | 2,268,280 | 1,549,945 | |
| State | ‐ | ‐ | 388,155 | 295,604 | |
| Municipal | 277 | 47 | 117,874 | 112,070 | |
| 25,568 | 46,478 | 2,774,309 | 1,957,619 | ||
| Financial expenses and rents | |||||
| Interest, exchange variations and financial instruments | (116) | 61,002 | 1,145,702 | 1,288,190 | |
| Rents | 3,624 | 3,043 | 83,424 | 82,201 | |
| Others | 16,215 | 20,118 | 64,107 | 104,322 | |
| 19,723 | 84,163 | 1,293,233 | 1,474,713 | ||
| Remuneration of own capital | |||||
| Dividends | 275,971 | 273,798 | 275,971 | 273,798 | |
| Interest on capital | - | - | 105,590 | - | |
| Retained earnings | 1,245,000 | 1,066,997 | 1,263,520 | 1,129,961 | |
| 1,520,971 | 1,340,795 | 1,645,081 | 1,403,759 | ||
| Value added distributed | 1,720,139 | 1,612,355 | 7,420,647 | 6,351,443 |
The accompanying notes are an integral part of the interim financial information.
16
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Ultrapar Participações S.A. (“Ultrapar” or “Company”) is a publicly-traded company headquartered at the Brigadeiro Luís Antônio Avenue, 1343 in the city of São Paulo – SP, Brazil, listed on B3 S.A. – Brasil, Bolsa, Balcão (“B3”), in the Novo Mercado listing segment under the ticker “UGPA3” and on the New York Stock Exchange (“NYSE”) in the form of level III American Depositary Receipts (“ADRs”) under the ticker “UGP”.
The Company engages in the investment of its own capital in services, commercial and industrial activities, through the subscription or acquisition of shares of other companies. Through its subsidiaries, it operates on liquefied petroleum gas – LPG distribution (“Ultragaz”), fuel distribution and related businesses (“Ipiranga” or “IPP”) and storage services for liquid bulk (“Ultracargo”). The information on segments is disclosed in Note 25.a.
This interim financial information was authorized for issuance by the Board of Directors on November 13, 2024.
a. Principles of consolidation and interest in subsidiaries
a.1 Principles of consolidation
In the preparation of the consolidated interim financial information the investments of one company in another, balances of asset and liability accounts, revenues transactions, costs and expenses were eliminated, as well as the effects of transactions conducted between the companies. Non-controlling interests in subsidiaries are presented within consolidated equity and net income.
Consolidation of a subsidiary begins when the Company obtains direct or indirect control over an entity and ceases when the company loses control. Income and expenses of a subsidiary acquired are included in the consolidated statements of income and of comprehensive income from the date the Company gains the control. Income and expenses of a subsidiary, in which the Company loses control, are included in the consolidated statements of income and of comprehensive income until the date the Company loses control.
When necessary, adjustments are made to the financial information of subsidiaries to bring their accounting policies into line with the Company’s accounting policies.
17
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a.2 Interest in subsidiaries
The consolidated interim financial information includes the following direct and indirect subsidiaries:
| % interest in the share capital | ||||||
|---|---|---|---|---|---|---|
| 09/30/2024 | 12/31/2023 | |||||
| Control | Control | |||||
| Location | Segment | Direct | Indirect | Direct | Indirect | |
| Ultrapar Mobilidade Ltda. | Brazil | Ipiranga | 100 | - | 100 | - |
| Centro de Conveniências Millennium Ltda. and subsidiaries | Brazil | Ipiranga | - | 100 | - | 100 |
| Neodiesel Ltda. (1) | Brazil | Ipiranga | - | 100 | - | - |
| Serra Diesel Transportador Revendedor Retalhista Ltda. | Brazil | Ipiranga | - | 60 | - | 60 |
| Ipiranga Produtos de Petróleo S.A. (2) | Brazil | Ipiranga | - | 100 | 100 | - |
| am/pm Comestíveis Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Glazed Brasil S.A. (3) | Brazil | Ipiranga | - | 55 | - | - |
| Icorban - Correspondente Bancário Ltda. (4) | Brazil | Ipiranga | - | - | - | 100 |
| Ipiranga Trading Limited | British Virgin Islands | Ipiranga | - | 100 | - | 100 |
| Tropical Transportes Ipiranga Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Imobiliária Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Logística Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Oil Trading Importadora e Exportadora Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Iconic Lubrificantes S.A. | Brazil | Ipiranga | - | 56 | - | 56 |
| Integra Frotas Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Irupé Biocombustíveis Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Ipiranga Trading North America LLC. (5) | United States | Ipiranga | - | 100 | - | - |
| Ipiranga Trading Middle East DMCC (5) | Dubai | Ipiranga | - | 100 | - | - |
| Ipiranga Trading Europe S.A. (5) | Switzerland | Ipiranga | - | 100 | - | - |
| Eaí Clube Automobilista S.A. (6) | Brazil | Ipiranga | - | 100 | 100 | - |
| Abastece Aí Participações S.A. | Brazil | Ipiranga | - | 100 | - | 100 |
| Abastece Aí Clube Automobilista Instituição de Pagamento Ltda. | Brazil | Ipiranga | - | 100 | - | 100 |
| Companhia Ultragaz S.A. ( 7 ) | Brazil | Ultragaz | 99 | - | - | 99 |
| Ultragaz Participações Ltda. ( 7 ) | Brazil | Ultragaz | - | - | 100 | - |
| Ultragaz Energia Ltda. and subsidiaries | Brazil | Ultragaz | - | 100 | - | 100 |
| Nova Paraná Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| Utingás Armazenadora S.A. | Brazil | Ultragaz | - | 57 | - | 57 |
| Bahiana Distribuidora de Gás Ltda. | Brazil | Ultragaz | - | 100 | - | 100 |
| NEOgás do Brasil Gás Natural Comprimido S.A. | Brazil | Ultragaz | - | 100 | - | 100 |
| Wtz Participações S.A . ( 8 ) | Brazil | Ultragaz | - | 52 | - | - |
| UVC Investimentos Ltda. | Brazil | Others | 100 | - | 100 | - |
| Ultrapar Logística Ltda. ( 9 ) | Brazil | Ultracargo | 100 | - | 100 | - |
| Ultracargo Logística S.A. | Brazil | Ultracargo | - | 99 | - | 99 |
| Ultracargo Soluções Logísticas S.A. | Brazil | Ultracargo | - | 100 | - | 100 |
| Ultrapar International S.A. | Luxembourg | Others | 100 | - | 100 | - |
| UVC - Fundo de investimento em participações multiestratégia investimento no exterior | Brazil | Others | 100 | - | 100 | - |
| Imaven Imóveis Ltda. | Brazil | Others | 100 | - | 100 | - |
The percentages in the table above are rounded.
18
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| (1) | Company established on May 16, 2024 with the purpose of holding interests in other companies. |
|---|---|
| (2) | On January 2, 2024, the direct subsidiary Ipiranga Produtos de Petróleo S.A. (“Ipiranga”) became directly controlled by Ultrapar Mobilidade Ltda. |
| (3) | Company established on March 8, 2024, engaged in the wholesale and retail trade, manufacture, storage, export and import of natural and industrialized food products. |
| (4) | On August 1, 2024, Icorban – Correspondente Bancário Ltda (“Icorban”) merged its equity into the equity of the subsidiary Ipiranga. |
| (5) | Companies established as Ipiranga’s subsidiaries in foreign countries, engaged in the commercial representation, trade, export and import of fuels. |
| (6) | On January 2, 2024, subsidiary Eaí Clube Automobilista S.A. became directly controlled by Ipiranga. |
| (7) | On August 1, 2024, Ultragaz Participações Ltda. merged its equity into the equity of the subsidiary Companhia Ultragaz S.A. |
| (8) | On June 10, 2024, the Company, through its subsidiary Companhia Ultragaz S.A., signed an agreement for the acquisition of a 52% interest in Wtz Participações S.A. The closing of the transaction occurred on September 1, 2024. |
| (9) | On February 19, 2024, the name of subsidiary Ultracargo Operações Logísticas e Participações Ltda. was changed to Ultrapar Logística Ltda. |
b. Main events that occurred in the period
b1. Acquisition of significant stake in Hidrovias
In the six-month period ended June 30, 2024, the Company, through its subsidiary, increased the stake in Hidrovias do Brasil S.A. (“Hidrovias”), in line with Ultrapar's strategy of expanding its presence in sectors exposed to Brazilian agribusiness, mainly in the Midwest and North regions, investing in companies in which it can contribute strategic, operational, administrative and financial knowledge, being a strategic and long-term reference shareholder of Hidrovias, supporting its growth, governance and management model. For further information, see Note 28.c.
b2. Acquisition of interest in Witzler by Ultragaz
On June 10, 2024, through its subsidiary Ultragaz, the Company signed a contract to acquire a 51.7% interest in Witzler Participações S.A. (“Witzler”). The acquisition value was R$ 104.4 million, of which R$ 49.4 million was contributed to the acquired company through a capital increase and R$ 55 million was paid considering price adjustments at the closing of the transaction. In addition, there is a portion of R$ 45 million subject to certain performance conditions to be measured within up to 12 months. The Administrative Council for Economic Defense (CADE) approved the transaction on July 8, 2024. The closing of the transaction occurred on September 1, 2024. For further information, see Note 28.d.
b3. Acquisition of service stations from Pão de Açúcar Group by subsidiary Millennium
On June 10, 2024, through its subsidiary Centro de Conveniências Millenium Ltda., the Company signed a contract for the acquisition of 49 service stations from Pão de Açúcar Group, located in the state of São Paulo, for R$ 130 million, aiming to maintain these stations in the network of around 6 thousand Ipiranga service stations distributed throughout Brazil. CADE approved the transaction on July 22, 2024. On August 13, 2024, the subsidiary Centro de Conveniências Millenium Ltda. paid R$ 90,000 referring to the advance for the acquisition of the stations. The closing of the transaction is subject to other precedent conditions.
19
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The individual and consolidated interim financial information ("quarterly information"), identified as Parent and Consolidated, was prepared in accordance with the International Accounting Standard ("IAS") 34 – Interim Financial Reporting issued by the International Accounting Standards Board ("IASB"), and in accordance with the pronouncement CPC 21 (R1) – Interim Financial Reporting, issued by the Brazilian Accounting Pronouncements Committee (“CPC”), and presented in accordance with the rules issued by the Securities and Exchange Commission of Brazil (“CVM”).
All relevant specific information of the interim financial information, and only this information, was presented and corresponds to that used by the Company’s and its subsidiaries’ Management.
The presentation currency of the Company’s interim financial information is the Brazilian Real, which is the Company’s functional currency, unless otherwise stated.
The preparation of the interim financial information requires management to make judgments, use estimates and adopt assumptions in the application of accounting policies that affect the presented amounts of income, expenses, assets and liabilities, including contingent liabilities. The uncertainty related to these judgments, assumptions and estimates could lead to results that require a significant adjustment to the carrying amount of certain assets and liabilities in future years.
The Company reviews its judgments, estimates and assumptions on an ongoing basis, as disclosed in the financial statements for the year ended December 31, 2023. No material changes were observed in such judgments, estimates and assumptions in relation to those disclosed as of December 31, 2023.
The interim financial information has been prepared on a historical cost basis, except for the following material items recognized in the statements of financial position:
| (i) | derivative and non-derivative financial instruments measured at fair value; |
|---|---|
| (ii) | share-based payments and employee benefits measured at fair value; |
| (iii) | deemed cost of property, plant and equipment. |
This interim financial information was prepared using consistent accounting policies and practices on Ultrapar and its subsidiaries . This interim financial information should be read together with the individual and consolidated financial statements of the Company for the year ended December 31, 2023, since its objective is to provide an update of the significant activities, events and circumstances in relation to those individual and consolidated financial statements.
Therefore, this interim financial information focuses on new activities, events and circumstances and does not duplicate previously disclosed information, except when Management considers it relevant to maintain certain information.
20
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The accounting policies have been consistently applied to all consolidated companies and are consistent with those used in the parent. The Company evaluated and, when necessary, applied for the first time the new standards and interpretations issued by the International Accounting Standards Board (IASB) listed in item 3.a, and on the date the interim financial information was authorized for issue, did not identify any significant impacts thereof on the disclosure or reported amounts.
The new standards and interpretations issued, up to the issuance of the Company's individual and consolidated interim financial information, are described below.
a.1 Accounting policies adopted
The following new standards, amendments to standards and interpretations of IFRS issued by the IASB and effective on/after January 1, 2024 had no significant impact on the interim financial information for the period ended September 30, 2024:
a.2 Accounting policies not adopted
The following new standards, amendments to standards and interpretations of IFRS issued by the IASB were not adopted since they are not effective in the period ended September 30, 2024. The Company and its subsidiaries plan to adopt these new standards, amendments and interpretations, if applicable, when they become effective, and they do not expect a material impact of their adoption on their future individual and consolidated interim financial information.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Cash equivalents and financial investments, excluding cash and bank deposits, are substantially represented by investments: (i) in Brazil, in certificates of deposit of financial institutions linked to interest rate of the DI, in repurchase agreement, financial bills, private securities and in short-term investment funds, whose portfolio is comprised of Brazilian Federal Government bonds and certificates of deposit of financial institutions; (ii) outside Brazil, in certificates of deposit of financial institutions and in short-term investment funds, whose portfolio is comprised of Federal Government bonds; and (iii) in derivative financial instruments.
The financial assets were classified based on business model of the Company and its subsidiaries and are disclosed in Note 26.
The breakdown of cash and cash equivalents and financial investments is as follows:
a. Cash and cash equivalents
Cash and cash equivalents are presented as follows:
| Parent — 09/30/2024 | 12/31/2023 | Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|
| Cash and banks | ||||
| In local currency | 2,067 | 408 | 300,811 | 77,488 |
| In foreign currency | ‐ | ‐ | 55,333 | 47,664 |
| Financial investments considered cash equivalents | ||||
| In local currency | ||||
| Securities and funds in local currency | 49,951 | 412,432 | 3,492,753 | 5,476,726 |
| In foreign currency | ||||
| Securities and funds in foreign currency | ‐ | ‐ | 6,469 | 323,810 |
| Total cash and cash equivalents | 52,018 | 412,840 | 3,855,366 | 5,925,688 |
b. Financial investments, derivative financial instruments and other financial assets
The financial investments that are not classified as cash and cash equivalents and derivative financial instruments are presented as follows:
| Parent — 09/30/2024 | 12/31/2023 | Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|
| Financial investments | ||||
| In local currency | ||||
| Securities and funds in local currency | ‐ | ‐ | 108,150 | 82,592 |
| In foreign currency | ||||
| Securities and funds in foreign currency (a) | ‐ | ‐ | 2,532,952 | ‐ |
| Derivative financial instruments and other financial assets at fair value (b) | 2,608 | 295,637 | 873,084 | 1,162,283 |
| Total financial investments and derivative financial instruments | 2,608 | 295,637 | 3,514,186 | 1,244,875 |
| Current | ‐ | ‐ | 377,405 | 292,934 |
| Non-current | 2,608 | 295,637 | 3,136,781 | 951,941 |
(a) Refers substantially to financial investments made by subsidiary Ultrapar International in Time Deposits.
(b) Accumulated gains, net of withholding income tax (see Note 26.f).
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a. Trade receivables and reseller financing
The breakdown of trade receivables and reseller financing is as follows:
| Trade receivables | 09/30/2024 | 12/31/2023 |
|---|---|---|
| Domestic customers | 3,936,633 | 4,183,696 |
| Domestic customers - related parties (see Note 8) | 19 | 78 |
| Foreign customers | 70,559 | 82,634 |
| Foreign customers - related parties (see Note 8) | 5,759 | 3,065 |
| 4,012,970 | 4,269,473 | |
| (-) Allowance for expected credit losses | (356,056) | (334,467) |
| Total - trade receivables | 3,656,914 | 3,935,006 |
| Current | 3,629,656 | 3,921,790 |
| Non-current | 27,258 | 13,216 |
| Reseller financing | 09/30/2024 | 12/31/2023 |
| Reseller financing – Ipiranga | 1,326,032 | 1,189,886 |
| (-) Allowance for expected credit losses | (145,596) | (134,383) |
| Total – reseller financing | 1,180,436 | 1,055,503 |
| Current | 497,435 | 504,862 |
| Non-current | 683,001 | 550,641 |
b. Allowance for expected credit losses – trade receivables and financing
Movements in the allowance for expected credit losses of trade receivables and reseller financing are as follows:
| Trade receivables | Reseller financing | |
|---|---|---|
| Balance as of December 31, 2023 | 334,467 | 134,383 |
| Additions | 108,862 | 48,474 |
| Reversals | (63,855) | (33,945) |
| Write-offs | (23,418) | (3,316) |
| Balance as of September 30, 2024 | 356,056 | 145,596 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The table below presents information on credit risk exposure, resulting from balances of trade receivables and reseller financing.
| 09/30/2024 — Weighted average rate of expected losses | Gross accounting balance | Allowance for expected credit losses | 12/31/2023 — Weighted average rate of expected losses | Gross accounting balance | Allowance for expected credit losses | |
|---|---|---|---|---|---|---|
| Current | 0.65% | 4,286,710 | 28,072 | 0.55% | 4,412,278 | 24,131 |
| Less than 30 days | 2.94% | 112,650 | 3,314 | 7.62% | 61,451 | 4,683 |
| 31-60 days | 8.91% | 38,010 | 3,386 | 4.92% | 57,753 | 2,841 |
| 61-90 days | 25.84% | 26,126 | 6,750 | 15.29% | 23,845 | 3,646 |
| 91-180 days | 42.50% | 73,482 | 31,231 | 32.91% | 47,430 | 15,609 |
| More than 180 days | 53.48% | 802,024 | 428,899 | 48.79% | 856,602 | 417,940 |
| 5,339,002 | 501,652 | 5,459,359 | 468,850 |
c. Trade receivables - sale of subsidiaries
The breakdown of other receivables is comprised as follows:
| Parent — 09/30/2024 | 12/31/2023 | Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|
| Sale of subsidiary Oxiteno: | ||||
| Receivables from sale of investments (i) | ‐ | ‐ | ‐ | 726,195 |
| (-) Adjustment to present value - sale of investments (ii) | ‐ | ‐ | ‐ | (10,318) |
| Sale of subsidiary Extrafarma: | ||||
| Receivables from sale of investments (iii) | ‐ | 208,487 | ‐ | 208,487 |
| ‐ | 208,487 | ‐ | 924,364 | |
| Current | ‐ | 208,487 | ‐ | 924,364 |
(i) The balance related to the final installment of the sale of Oxiteno was received in April 2024.
(ii) The consideration for the sale of Oxiteno was recognized at present value using a discount rate of 6.17%, and fully paid up in April 2024.
(iii) Refers to part of the payment of the Extrafarma sale transaction, in two installments of equal value, being the first settled in August 2023, and the second settled in August 2024, monetarily adjusted by the CDI rate + 0.5% p.a.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The breakdown of inventories, net of provision for losses, is shown below:
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Fuels, lubricants and greases | 3,453,055 | 3,367,094 |
| Raw materials | 310,566 | 282,197 |
| Liquefied petroleum gas - LPG | 126,361 | 112,100 |
| Consumable materials and other items for resale | 132,000 | 121,537 |
| Purchase for future delivery (1) | 698,570 | 386,281 |
| Properties for resale | 21,792 | 22,222 |
| 4,742,344 | 4,291,431 |
(1) Refers substantially to ethanol, biodiesel and advances for fuel acquisition
Movements in the provision for inventory losses are as follows:
| Balance as of December 31, 2023 | 7,031 |
|---|---|
| Reversal of provision for obsolescence and other losses | (4,632) |
| Addition to provision for adjustment to realizable value | 75 |
| Balance as of September 30, 2024 | 2,474 |
a. Recoverable taxes
Recoverable taxes are substantially represented by credits of Tax on Goods and Services (“ICMS”, the Brazilian VAT), Contribution for Social Security Financing (“COFINS”) and Social Integration Program (“PIS”).
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| ICMS - State VAT (a.1) | 1,486,641 | 1,365,128 |
| PIS and COFINS - Federal VAT (a.2) | 2,283,093 | 2,761,262 |
| Others | 89,929 | 77,249 |
| Total | 3,859,663 | 4,203,639 |
| Current | 1,511,114 | 1,462,269 |
| Non-current | 2,348,549 | 2,741,370 |
a.1 The recoverable ICMS net of provision for losses is substantially related to the following operations:
Tax credits recognized mainly of the following nature: a) transactions of inputs and outputs of products subject to taxation of the own ICMS; b) interstate outflows of oil-related products, whose ICMS was prepaid by the supplier (Petróleo Brasileiro S.A. (“Petrobras”)); c) credits for refunds of the ICMS-ST (tax substitution) overpaid when the estimated calculation base used is higher than that of the actual operation performed.
In the second quarter of 2023, with the enactment of Supplementary Law 192/22, the single-phase ICMS levy on LPG, diesel, biodiesel, gasoline and anhydrous ethanol became effective. Due to the advent of this new calculation modality, the subsidiaries have stopped generating credits related to the refunds of ICMS-ST (tax substitution).
a.2 The recoverable PIS and COFINS are substantially related to:
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
ICMS in the PIS and COFINS calculation basis - The balance of PIS and COFINS includes credits recorded under Laws 10,637/02 and 10,833/03, as well as amounts arising from a STF favorable decision regarding the exclusion of ICMS from the PIS and COFINS calculation basis.
Supplementary Law 192 - On March 11, 2022 Supplementary Law (“LC” 192/22”) was published to reduce the tax burden of the fuel supply chain. Art. 9 of said law established the reduction of the PIS and COFINS tax rates levied on diesel, biodiesel and LPG to zero through December 31, 2022, ensuring at the same time the maintenance of credits taken across the whole supply chain.
The Company, through its subsidiaries, has credits in the amount of R$ 871,819 (R$ 1,088,303 as of December 31, 2023) from the LC 192/22. The Management estimates the realization of these credits within up to 5 years from the constitution date.
b. Recoverable income and social contribution taxes
Relates to IRPJ and CSLL to be recovered by the Company and its subsidiaries, arising from the tax advances of previous years, as well as referring to lawsuits on the non-levy of IRPJ and CSLL on the monetary variation (SELIC) in the repetition of undue payments. The Management estimates the realization of these credits within up to 5 years.
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| IRPJ and CSLL | 463,848 | 396,405 |
| Current | 183,353 | 171,051 |
| Non-current | 280,495 | 225,354 |
a. Parent
| Assets — 09/30/2024 | 12/31/2023 | Liabilities — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|
| Transactions with joint ventures | ||||
| Química da Bahia Indústria e Comércio S.A. | ‐ | ‐ | 2,875 | 2,875 |
| Transactions with subsidiaries | ||||
| Ipiranga Produtos de Petróleo S.A. | 45,778 | 69,118 | 218 | 3,843 |
| Cia Ultragaz S.A. | 26,766 | 18,741 | ‐ | 880 |
| Ultracargo Logística S.A. | 6,560 | 3,369 | ‐ | 183 |
| Eaí Clube Automobilista S.A. | 1,033 | 621 | 109 | ‐ |
| UVC Investimentos Ltda | 399 | 217 | ‐ | 40 |
| am/pm Comestíveis Ltda. | 4,440 | 2,994 | 19 | 232 |
| Others | 230 | 52 | ‐ | 84 |
| Total | 85,206 | 95,112 | 3,221 | 8,137 |
| Other receivables/payables | 78,130 | 88,435 | 346 | 5,262 |
| Related parties | 7,076 | 6,677 | 2,875 | 2,875 |
b. Consolidated
Balances and transactions between the Company and its subsidiaries have been eliminated in consolidation and are not disclosed in this Note a.2. The balances and transactions between the Company and its subsidiaries with other related parties are highlighted below:
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| Assets — 09/30/2024 | 12/31/2023 | Liabilities — 09/30/2024 | 12/31/2023 | Operating result - Sales/(Purchases) — 09/30/2024 | 09/30/2023 | |
|---|---|---|---|---|---|---|
| Transactions with subsidiaries and joint ventures | ||||||
| Transactions with joint ventures | ||||||
| Refinaria de Petróleo Riograndense S.A. | ‐ | ‐ | 923 | 29,278 | (323,104) | (343,450) |
| Latitude Logística Portuária S.A. | 9,804 | 11,393 | 33 | 20 | ‐ | ‐ |
| Navegantes Logística Portuária S.A. | 27,336 | 13,703 | ‐ | ‐ | ‐ | ‐ |
| Others | 7,272 | 6,874 | 2,905 | 2,917 | 307 | 469 |
| Transactions with other related parties | ||||||
| Chevron Oronite Brasil Ltda. (1) | ‐ | ‐ | 59,857 | 53,466 | (148,937) | (128,306) |
| Chevron Products Company (1) | ‐ | ‐ | 187,415 | 63,263 | (517,282) | (253,373) |
| Others | 6,157 | 3,065 | 2,996 | 1,626 | (3,638) | (10,589) |
| Total | 50,569 | 35,035 | 254,129 | 150,570 | (992,654) | (735,249) |
| Trade receivables (see Note 5) | 5,778 | 3,143 | - | - | - | - |
| Trade payables (see Note 16) | - | - | 250,613 | 147,452 | - | - |
| Related parties | 44,791 | 31,892 | 3,516 | 3,118 | - | - |
| Sales and services provided | - | - | - | - | 12,887 | 10,444 |
| Purchases | - | - | - | - | (1,005,541) | (745,693) |
| (1) | Non-controlling shareholders and other related parties of Iconic. |
|---|---|
| (2) | Non-controlling shareholders and other related parties of Serra Diesel. |
Purchase and sale transactions relate substantially to the purchase of raw materials, feedstock, transportation, and storage services based on prices and terms negotiated between the parties, with customers and suppliers with comparable operational performance.
c. Key executives (Consolidated)
The Ultrapar’s compensation policy and practices are designed to align short and long-term interests with shareholders and the Company’s sustainability. The short and long-term variable compensation is linked to growth goals in results and generated economic value, aligned with shareholders’ interests. Variable compensation also directs their focus to the strategic plan as approved by the Board of Directors. Short-term variable compensation is linked to annual growth goals in financial results and priority matters for the Company (through individual targets). For details about post-employment benefits see Note 17.b.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The expenses for compensation of its key executives (Company’s directors and executive officers) are shown below:
| 09/30/2024 | 09/30/2023 | |
|---|---|---|
| Short-term compensation | 39,465 | 36,908 |
| Stock compensation | 44,480 | 22,838 |
| Post-employment benefits | 3,728 | 2,227 |
| Total | 87,673 | 61,973 |
d. Deferred stock plan (Consolidated)
On April 19, 2017, the Ordinary and Extraordinary General Shareholders’ Meeting (“OEGM”) approved a share-based incentive plan (“2017 Plan”), which establishes the general terms and conditions for granting of common shares issued by the Company and held in treasury, that may or may not involve the granting of usufruct of part of these shares for later transfer of the ownership of the shares, with vesting periods determined in each Program, to directors or employees of the Company or its subsidiaries.
As a result of the Plan approved in 2017, common shares representing at most 1% of the Company's share capital could be delivered to the participants, which corresponded, at the date of approval of this Plan, to 11,128,102 common shares.
At the OEGM held on April 19, 2023, the 2017 Plan was amended, permitting that, if the participant becomes a member of the Company's Board of Directors, thus ceasing to hold any other executive position, the right to receive ownership of the shares will be preserved, maintaining the conditions and other requirements established in the applicable programs and in each agreement.
The share-based incentive plan ("2023 Plan") establishes the general terms and conditions for the Company or its subsidiaries to grant common shares issued by them held in treasury, to the Management, including the members of Ultrapar's Board of Directors, or employees of the Company or of companies under its direct or indirect control, that may involve the granting of usufruct for later transfer of the ownership of the shares, subject to the terms and conditions set forth in the 2023 Plan. In the case of members of the Board of Directors, the grants will be mandatorily linked to the remuneration approved by the shareholders at the Ordinary General Shareholders’ Meeting.
As a result of the 2023 Plan, common shares representing at most 5% of the Company's share capital may be delivered to the participants, which corresponded, at the date of approval of said Plan, to 55,760,215 common shares. Annually, a maximum of 1% of this limit may be used.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The table below summarizes the restricted and performance stock programs under the 2017 Plan and the 2023 Plan:
| Program | Grant date | Number of shares granted (Quantity) | Vesting period | Fair value of shares on the grant date (in R$) | Total exercisable grant costs, including taxes (in R$ thousands) | Accumulated recognized exercisable grant costs (in R$ thousands) | Unrecognized exercisable grant costs (in R$ thousands) |
|---|---|---|---|---|---|---|---|
| Restricted | September 19, 2018 | 80,000 | 2024 | 19.58 | 2,697 | (2,697) | ‐ |
| Restricted | September 02, 2019 | 240,000 | 2025 | 16.42 | 6,774 | (5,742) | 1,032 |
| Restricted | April 1, 2020 | 39,084 | 2025 | 12.53 | 1,125 | (1,029) | 97 |
| Performance | April 1, 2020 | 55,074 | 2025 | 12.53 | 1,324 | (1,209) | 113 |
| Restricted | September 16, 2020 | 140,000 | 2026 | 23.03 | 5,464 | (3,719) | 1,745 |
| Restricted | September 22, 2021 | 1,000,000 | 2027 | 14.17 | 24,093 | (12,331) | 11,762 |
| Restricted | April 6, 2022 | 634,165 | 2025 | 14.16 | 16,906 | (14,110) | 2,796 |
| Performance | April 6, 2022 | 900,123 | 2025 | 14.16 | 23,985 | (20,404) | 3,581 |
| Restricted | September 21, 2022 | 2,640,000 | 2032 | 12.98 | 64,048 | (13,343) | 50,705 |
| Restricted | December 7, 2022 | 1,500,000 | 2032 | 13.47 | 37,711 | (6,918) | 30,794 |
| Restricted | April 20, 2023 | 311,324 | 2025 | 14.50 | 7,472 | (5,604) | 1,868 |
| Restricted | April 20, 2023 | 1,146,194 | 2026 | 14.50 | 31,039 | (15,547) | 15,492 |
| Performance | April 20, 2023 | 1,156,903 | 2026 | 14.50 | 31,320 | (15,828) | 15,492 |
| Restricted | September 20, 2023 | 3,800,000 | 2033 | 18.75 | 132,784 | (14,392) | 118,391 |
| Restricted | April 17, 2024 | 3,495,953 | 2027 to 2029 | 26.94 | 177,651 | (21,105) | 156,546 |
| Restricted | June 19, 2024 | 60,683 | 2027 | 21.47 | 2,468 | (206) | 2,263 |
| 17,199,503 | 566,861 | (154,184) | 412,677 |
| Number of shares as of December 31, 2023 | 14,834,595 |
|---|---|
| Shares granted during the period | 3,659,195 |
| Cancellation of granted shares due to termination of executive employment | (139,105) |
| Shares transferred (vesting) | (1,155,182) |
| Number of shares as of September 30, 2024 | 17,199,503 |
The Company does not have shares that were not transferred after the period for transfer of bare ownership of the shares. For the nine-month period ended September 30, 2024, an expense in the amount of R$ 78,245 was recognized in relation to the Plan (R$ 47,134 for the period ended September 30, 2023).
For all plans, settlements are made only with the delivery of treasury shares. The values of the grants were determined on the granting date based on the market value of these shares on B3 (the Brazilian Stock Exchange).
a. Deferred income (IRPJ) and social contribution taxes (CSLL)
The Company and its subsidiaries recognize deferred tax assets and liabilities, which are not subject to the statute of limitations, mainly resulting from provision for differences between cash and accrual basis, tax loss carryforwards and provisions for tax, civil, and labor risks. Deferred tax assets are sustained by the continued profitability of their operations. Deferred IRPJ and CSLL are recognized under the following main categories:
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| Parent — 09/30/2024 | 12/31/2023 | Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|
| Assets - deferred income and social contribution taxes on: | ||||
| Provision for losses with assets | ‐ | ‐ | 38,962 | 46,863 |
| Provisions for tax, civil and labor risks | 62,187 | 64,486 | 311,488 | 326,662 |
| Provision for post-employment benefits | 595 | 512 | 95,158 | 90,451 |
| Provision for differences between cash and accrual basis (i) | ‐ | ‐ | 14,072 | 35,989 |
| Goodwill | ‐ | ‐ | 9,194 | 7,976 |
| Provision for asset retirement obligation | ‐ | ‐ | 14,238 | 14,759 |
| Operating provisions | 7,046 | 3,247 | 164,739 | 299,609 |
| Provision for profit sharing and bonus | 7,503 | 12,590 | 64,547 | 91,883 |
| Leases payable | 2,986 | 2,919 | 503,261 | 518,138 |
| Change in fair value of subscription warrants | ‐ | 3,566 | ‐ | 3,566 |
| Provision for deferred revenue | ‐ | ‐ | 949 | 932 |
| Other temporary differences | 17,644 | 9,428 | 110,561 | 104,319 |
| Tax losses and negative basis for social contribution carryforwards (9.d) | 77,885 | 77,453 | 664,617 | 396,601 |
| Total | 175,846 | 174,201 | 1,991,786 | 1,937,748 |
| Offsetting liability balance | (4,799) | (9,934) | (665,941) | (682,614) |
| Net balances presented in assets | 171,047 | 164,267 | 1,325,845 | 1,255,134 |
| Liabilities - Deferred income and social contribution taxes on: | ||||
| Leases payable | 2,622 | 2,559 | 413,119 | 432,908 |
| Provision for differences between cash and accrual basis (i) | ‐ | 7,375 | 167,911 | 81,293 |
| Change in fair value of subscription warrants | 2,177 | ‐ | 2,177 | ‐ |
| Goodwill/negative goodwill on investments | ‐ | ‐ | 28,757 | 28,717 |
| Business combination - fair value of assets | ‐ | ‐ | 53,338 | 54,921 |
| Other temporary differences | ‐ | ‐ | 91,926 | 84,981 |
| Total | 4,799 | 9,934 | 757,228 | 682,820 |
| Offsetting asset balance | (4,799) | (9,934) | (665,941) | (682,614) |
| Net balances presented in liabilities | ‐ | ‐ | 91,287 | 206 |
(i) In the consolidated refers mainly to the income and social contribution taxes on the exchange variation of the derivative instruments.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Changes in the net balance of deferred IRPJ and CSLL are as follows:
| Parent | Consolidated | |
|---|---|---|
| Balance as of December 31, 2023 | 164,267 | 1,254,928 |
| Deferred IRPJ and CSLL recognized in profit (loss) for the period | 6,780 | 50,827 |
| Deferred IRPJ and CSLL recognized on company acquisition | ‐ | (67,338) |
| Deferred IRPJ and CSLL recognized in other comprehensive income | ‐ | (3,692) |
| Others | ‐ | (167) |
| Balance as of September 30, 2024 | 171,047 | 1,234,558 |
b. Reconciliation of income and social contribution taxes on profit or loss
IRPJ and CSLL are reconciled to the statutory tax rates as follows:
| Parent — 09/30/2024 | 09/30/2023 | Consolidated — 09/30/2024 | 09/30/2023 | |
|---|---|---|---|---|
| Income before taxes | 1,526,710 | 1,357,427 | 2,354,629 | 1,941,647 |
| Statutory tax rates - % | 34 | 34 | 34 | 34 |
| Income and social contribution taxes at the statutory tax rates | (519,081) | (461,525) | (800,574) | (660,160) |
| Adjustment to the statutory income and social contribution taxes: | ||||
| Nondeductible expenses | (2,189) | (2,495) | (10,683) | (8,374) |
| Nontaxable revenues (i) | 414 | 8,939 | 20,105 | 79,864 |
| Adjustment to estimated income | ‐ | ‐ | 1,658 | 2,215 |
| Unrecorded deferred income and social contribution tax carryforwards | ‐ | ‐ | (10,842) | (13,660) |
| Share of profit (loss) of subsidiaries, joint ventures and associates | 512,872 | 468,602 | (3,080) | 3,983 |
| Interest on capital | ‐ | ‐ | 35,901 | ‐ |
| Other adjustments | 2,245 | (30,153) | (17,010) | (8,682) |
| Income and social contribution taxes before tax incentives | (5,739) | (16,632) | (784,525) | (604,814) |
| Tax incentives – SUDENE (9.c) | - | ‐ | 74,977 | 66,926 |
| Income and social contribution taxes in the statement of income | (5,739) | (16,632) | (709,548) | (537,888) |
| Current | (12,519) | (22,559) | (760,375) | (814,078) |
| Deferred | 6,780 | 5,927 | 50,827 | 276,190 |
| Effective IRPJ and CSLL rates - % | 0.4% | 1.2% | 30.1% | 27.7% |
(i) Consist of certain gains and income that are not taxable under applicable tax legislation, such as the reimbursement of taxes, tax incentives, installments and the reversal of certain provisions, as well as recovery of tax credits and amounts related to non-taxation of the income and social contribution taxes on the monetary variation (SELIC) in the repetition of undue tax lawsuits.
c. Tax incentives – SUDENE
The subsidiaries Bahiana and Ultracargo Logística have the benefit of income tax reduction for belonging to the sectors of the economy considered priority for the subsidized areas, under the terms of the development program of the region operated by the Superintendence for the Development of the Northeast (“SUDENE”), with a 75% decrease in the income tax basis.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
d. Tax losses and negative basis for social contribution carryforwards
As of September 30, 2024, the Company and certain subsidiaries had tax loss carryforwards related to income tax (IRPJ) and social contribution (CSLL), whose annual offsets are limited to 30% of taxable income in a given tax year, which do not expire.
The balances comprising deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Oil Trading | 76,697 | 84,372 |
| Ultrapar (i) | 77,885 | 77,453 |
| Abastece aí Clube | 118,619 | 91,861 |
| Ipiranga | 300,409 | 97,071 |
| Ultracargo Soluções Logística | 35,458 | 30,652 |
| Others | 55,549 | 15,192 |
| 664,617 | 396,601 |
(i) Include the amount of R$ 27,798 of deferred taxes recognized on the tax loss of subsidiary Ultrapar International as of September 30, 2024 (R$ 25,884 as of December 31, 2023).
The balances which are not constituted of deferred taxes related to income tax loss carryforwards and negative basis of social contribution are as follows:
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Neogás | 44,848 | 45,333 |
| Integra Frotas | 15,443 | 13,335 |
| Stella | 13,567 | 8,634 |
| Millennium | 10,709 | 8,539 |
| Others | 2,561 | 461 |
| 87,128 | 76,302 |
e. Non-levy of IRPJ/CSLL on the update by Selic of tax undue payments received from the Federal Government
The Company and its subsidiaries have lawsuits claiming the non-levy of IRPJ and CSLL on monetary variation (SELIC) on tax credits. On September 27, 2021, the Federal Supreme Court (“STF”) judged that the levy of IRPJ and CSLL on amounts related to monetary variation (SELIC) received by taxpayers in the repetition of undue tax payments is unconstitutional. The Company and its subsidiaries have registered credits of this nature in the amount of R$ 141,989 as of September 30, 2024 (R$ 143,147 as of December 31, 2023).
Refers to exclusivity rights reimbursements of Ipiranga’s agreements with reseller service stations that are recognized at the time of their occurrence and recognized as reductions of the revenue from sales and services on profit or loss according to the conditions established in the agreement.
Changes are shown below:
| Balance as of December 31, 2023 | 2,262,508 |
|---|---|
| Additions | 339,627 |
| Amortization | (402,804) |
| Transfers | (56,789) |
| Balance as of September 30, 2024 | 2,142,542 |
| Current | 743,951 |
| Non-current | 1,398,591 |
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The table below presents the positions of equity and income (loss) for the period by company:
| Equity | Income (loss) for the period | Interest in share capital - % | Parent — Investments | Share of profit (loss) of subsidiaries, joint ventures and associates | |||
|---|---|---|---|---|---|---|---|
| 09/30/2024 | 12/31/2023 | 09/30/2024 | 09/30/2023 | ||||
| Subsidiaries | |||||||
| Ultrapar Logística Ltda. | 2,746,762 | 269,203 | 100.00 | 2,746,762 | 1,745,326 | 269,203 | 231,546 |
| Ipiranga Produtos de Petróleo S.A. (v) | ‐ | ‐ | ‐ | ‐ | 9,216,020 | ‐ | 551,028 |
| Ultrapar International S.A. | (59,632) | (4,782) | 100.00 | (59,632) | (54,850) | (4,782) | 15,213 |
| UVC | 38,946 | (5,021) | 100.00 | 38,946 | 39,917 | (5,021) | (3,904) |
| Centro de Conveniências Millennium Ltda. (iv) | ‐ | ‐ | ‐ | ‐ | ‐ | ‐ | (5,249) |
| Eaí Clube Automobilista S.A. | ‐ | ‐ | ‐ | ‐ | 168,602 | ‐ | (38,953) |
| Ultragaz Participações Ltda. | ‐ | 372,263 | ‐ | ‐ | 1,004,960 | 372,263 | 621,500 |
| Companhia Ultragaz S.A. | 1,418,378 | 233,877 | 99.99 | 1,418,170 | ‐ | 233,855 | ‐ |
| UVC Investimentos Ltda. | (348) | 516 | 100.00 | (348) | (862) | 516 | (35) |
| Imaven Imóveis Ltda. (ii) | 55,112 | 2,316 | 100.00 | 55,112 | 52,796 | 2,316 | 1,121 |
| Ultrapar Mobilidade Ltda. (*) (iii) (v) | 10,126,910 | 653,719 | 100.00 | 10,126,910 | 59,403 | 653,719 | (68) |
| Joint ventures | |||||||
| Química da Bahia Indústria e Comércio S.A. | 6,637 | (319) | 50.00 | 3,319 | 3,478 | (161) | (25) |
| Refinaria de Petróleo Riograndense S.A. (i) | 63,873 | (40,544) | 33.20 | 21,210 | 31,553 | (13,462) | 6,068 |
| Total (A) | 14,350,449 | 12,266,343 | 1,508,446 | 1,378,242 | |||
| Total provision for equity deficit (B) | (59,980) | (55,712) | |||||
| Total investments (A-B) | 14,410,429 | 12,322,055 |
The percentages in the table above are rounded.
| (*) | Amounts adjusted for unrealized profits in equity and income for the period. |
|---|---|
| (i) | Investment considers capital loss balances of R$ 10,090 as of September 30, 2024 (R$ 10,627 as of December 31, 2023). |
| (ii) | On April 28, 2023, Imaven Imóveis Ltda. carried out a partial spin-off of its equity, where the spun-off portion was merged into subsidiary Ipiranga Produtos de Petróleo S.A. On May 1, 2023, Ultrapar acquired the total shares of Imaven Imóveis Ltda. of its subsidiary Ipiranga Produtos de Petróleo S.A. |
| (iii) | Company established on February 28, 2023 with the purpose of holding interests in other companies. |
| (iv) | On October 2, 2023, the Company transferred all shares in Centro de Conveniências Millennium Ltda. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution. |
| (v) | On January 2, 2024, the Company transferred all shares in Ipiranga Produtos de Petróleo S.A. to its subsidiary Ultrapar Mobilidade Ltda., as a capital contribution. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| Equity | Income (loss) for the period | Interest in share capital - % | Consolidated — Investments | Share of profit (loss) of subsidiaries, joint ventures and associates | |||
|---|---|---|---|---|---|---|---|
| 09/30/2024 | 12/31/2023 | 09/30/2024 | 09/30/2023 | ||||
| Joint ventures | |||||||
| União Vopak – Armazéns Gerais Ltda | 804 | (1,196) | 50.00 | 402 | 1,550 | (598) | 7,690 |
| Refinaria de Petróleo Riograndense S.A. | 63,873 | (40,544) | 33.20 | 21,208 | 31,553 | (13,462) | 6,067 |
| Latitude Logística Portuária S.A. | 8,143 | (3,861) | 50.00 | 4,071 | 6,002 | (1,931) | (233) |
| Navegantes Logística Portuária S.A. | 28,936 | (18,574) | 33.33 | 9,645 | 15,836 | (6,191) | (4,666) |
| Nordeste Logística I S.A. | 16,176 | (2,216) | 33.33 | 5,392 | 7,071 | (739) | 343 |
| Nordeste Logística II S.A. | 55,756 | 4,107 | 33.33 | 18,585 | 17,216 | 1,369 | (1,935) |
| Nordeste Logística III S.A. | 55,286 | 1,773 | 33.33 | 18,429 | 18,004 | 591 | 779 |
| Química da Bahia Indústria e Comércio S.A. | 6,637 | (319) | 50.00 | 3,319 | 3,478 | (159) | (26) |
| Terminal de Combustíveis Paulínia S.A. ("Opla") | 117,101 | 6,038 | 50.00 | 58,551 | 54,155 | 3,019 | 2,095 |
| Other investments | ‐ | ‐ | ‐ | 265 | 349 | ‐ | ‐ |
| Associates | |||||||
| Hidrovias do Brasil S.A. (i) | 1,426,855 | 22,791 | 39.98 | 570,457 | ‐ | 9,112 | ‐ |
| Transportadora Sulbrasileira de Gás S.A. | 17,669 | 6,039 | 25.00 | 4,417 | 3,978 | 1,510 | 1,572 |
| Metalúrgica Plus S.A. | (972) | (203) | 33.33 | (324) | (256) | (68) | (73) |
| Plenogás Distribuidora de Gás S.A. | 3,032 | 1,919 | 33.33 | 1,011 | 497 | 577 | 101 |
| Other investments | ‐ | ‐ | ‐ | 52 | 33 | ‐ | ‐ |
| Goodwill on investments | |||||||
| Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ | ‐ | ‐ | 117,306 | 158,634 | ‐ | ‐ |
| Hidrovias do Brasil S.A. | ‐ | ‐ | ‐ | 757,895 | ‐ | ‐ | ‐ |
| Fair value adjustment on investments | |||||||
| Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ | ‐ | ‐ | 39,238 | ‐ | (2,089) | ‐ |
| Advances for investments | |||||||
| Advances for investments - Pão de Açúcar Group stations (ii) | ‐ | ‐ | ‐ | 90,000 | ‐ | ‐ | ‐ |
| Total (A) | 1,719,919 | 318,100 | (9,059) | 11,714 | |||
| Total provision for equity deficit (B) | (324) | (256) | ‐ | ‐ | |||
| Total investments (A-B) | 1,720,243 | 318,356 |
The percentages in the table above are rounded.
| (i) | The share of profit (loss) of the associate is recorded with a 2-month lag as from May 2024, the date on which the Company began to hold significant influence in Hidrovias. For further information, see Note 28. |
|---|---|
| (ii) | The amount refers to the advance for the acquisition of Pão de Açúcar Group service stations by the subsidiary Centro de Conveniências Millenium Ltda. For further information, see Note 1.b.3. |
34
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The financial position and income of subsidiaries which have relevant non-controlling interests is shown below:
| Consolidated — Proportion of interest in share capital and voting rights held by non-controlling interests | Equity attributable to non-controlling interests | Income allocated to non-controlling interests for the period | ||||
|---|---|---|---|---|---|---|
| 09/30/2024 | 12/31/2023 | 09/30/2024 | 12/31/2023 | 09/30/2024 | 09/30/2023 | |
| Subsidiaries | % | % | ||||
| Iconic Lubrificantes S.A. | 44% | 44% | 492,879 | 477,710 | 120,432 | 58,991 |
| WTZ Participações S.A. | 48% | - | 86,961 | - | - | |
| Other investments | - | - | 64,810 | 45,621 | 3,678 | 3,973 |
| 644,650 | 523,331 | 124,110 | 62,964 |
Balances and changes in investments in subsidiaries, joint ventures and associates are as follows:
| Parent — Subsidiaries | Joint ventures | Total | Consolidated — Joint ventures | Associates | Advances | Total | |
|---|---|---|---|---|---|---|---|
| Balance as of December 31, 2022 (i) | 12,141,736 | 28,705 | 12,170,441 | 106,843 | 4,384 | ‐ | 111,227 |
| Share of profit (loss) of subsidiaries, joint ventures and associates (*) | 2,482,877 | 7,627 | 2,490,504 | 9,840 | 2,068 | ‐ | 11,908 |
| Dividends | (1,782,516) | (2,196) | (1,784,712) | (11,072) | (2,200) | ‐ | (13,272) |
| Equity instrument granted (ii) | 5,598 | ‐ | 5,598 | 899 | ‐ | ‐ | 899 |
| Accumulated other comprehensive income | (7,163) | 895 | (6,268) | ‐ | ‐ | ‐ | ‐ |
| Capital increase in cash | 422,886 | ‐ | 422,886 | ‐ | ‐ | ‐ | ‐ |
| Shareholder transactions - changes of interest | 168 | ‐ | 168 | ‐ | ‐ | ‐ | ‐ |
| Acquisition of Imaven Imóveis Ltda. | 60,930 | ‐ | 60,930 | ‐ | ‐ | ‐ | ‐ |
| Acquisition of Terminal de Combustíveis Paulínia S.A. ("Opla") | ‐ | ‐ | ‐ | 210,096 | ‐ | ‐ | 210,096 |
| Capital decrease | (1,093,204) | ‐ | (1,093,204) | (3,100) | ‐ | ‐ | (3,100) |
| Other movements | ‐ | ‐ | ‐ | 342 | ‐ | ‐ | 342 |
| Balance as of December 31, 2023 | 12,231,312 | 35,031 | 12,266,343 | 313,848 | 4,252 | - | 318,100 |
| Share of profit (loss) of subsidiaries, joint ventures and associates (*) | 1,522,069 | (13,623) | 1,508,446 | (18,101) | 11,131 | ‐ | (6,970) |
| Amortization of fair value adjustments | ‐ | ‐ | ‐ | (2,089) | ‐ | ‐ | (2,089) |
| Dividends | (200,000) | ‐ | (200,000) | ‐ | (1,196) | ‐ | (1,196) |
| Equity instrument granted (ii) | 20,975 | ‐ | 20,975 | ‐ | 1,228 | ‐ | 1,228 |
| Accumulated other comprehensive income | 32,558 | 3,114 | 35,672 | 3,114 | 25,475 | ‐ | 28,589 |
| Capital increase in cash | 585,335 | ‐ | 585,335 | ‐ | ‐ | ‐ | ‐ |
| Capital increase in shares | 133,552 | ‐ | 133,552 | ‐ | ‐ | ‐ | ‐ |
| Capital decrease in shares | - | - | - | (522) | - | - | (522) |
| Advances for investments - GPA stations | ‐ | ‐ | ‐ | ‐ | ‐ | 90,000 | 90,000 |
| Acquisition of shares of Hidrovias do Brasil S.A. | ‐ | ‐ | ‐ | ‐ | 647,201 | ‐ | 647,201 |
| Transfers of financial assets to investments (iii) | ‐ | ‐ | ‐ | ‐ | 645,333 | ‐ | 645,333 |
| Other movements | 119 | 7 | 126 | 161 | 84 | ‐ | 245 |
| Balance as of September 30, 2024 (i) | 14,325,920 | 24,529 | 14,350,449 | 296,411 | 1,333,508 | 90,000 | 1,719,919 |
| (*) | Adjusted for unrealized profits between subsidiaries. |
|---|---|
| (i) | Investments in subsidiaries, joint ventures and associates net of provision for equity deficit. |
| (ii) | Amounts refer to grants of long-term incentives in subsidiaries Ultrapar Mobilidade, Ultragaz Participações and Ultrapar Logística. |
| (iii) | Amounts refer to the acquisition of stake in Hidrovias do Brasil S.A. For further details, see Note 28.c. |
35
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The Company and certain subsidiaries have real estate leases, substantially related to: (i) Ipiranga: fuel stations and distribution bases; (ii) Ultragaz: points of sale and bottling bases; (iii) Ultracargo: port areas and (iv) Company: offices. The Company and certain subsidiaries also have lease agreements relating to vehicles.
a. Right-of-use assets
| Weighted average useful life (years) | Balance as of 12/31/2023 | Additions and remeasurement (i) | Write-offs | Transfers (ii) | Amortization | Balance as of 09/30/2024 | |
|---|---|---|---|---|---|---|---|
| Cost: | |||||||
| Real estate | 9 | 1,998,866 | 163,389 | (139,560) | ‐ | ‐ | 2,022,695 |
| Port areas | 32 | 314,964 | 2,703 | ‐ | 26,750 | ‐ | 344,417 |
| Vehicles | 3 | 270,388 | 110,232 | (55,390) | ‐ | ‐ | 325,230 |
| Equipment | 3 | 38,278 | 415 | (3,968) | ‐ | ‐ | 34,725 |
| Others | 20 | 27,846 | ‐ | ‐ | ‐ | ‐ | 27,846 |
| 2,650,342 | 276,739 | (198,918) | 26,750 | ‐ | 2,754,913 | ||
| Accumulated amortization: | |||||||
| Real estate | ‐ | (753,198) | ‐ | 83,993 | (3,312) | (151,237) | (823,754) |
| Port areas | ‐ | (44,620) | ‐ | ‐ | - | (6,057) | (50,677) |
| Vehicles | ‐ | (109,967) | ‐ | 20,523 | ‐ | (64,196) | (153,640) |
| Equipment | ‐ | (5,184) | ‐ | 3,938 | ‐ | (5,865) | (7,111) |
| Others | ‐ | (25,847) | ‐ | ‐ | ‐ | (2,802) | (28,649) |
| (938,816) | ‐ | 108,454 | (3,312) | (230,157) | (1,063,831) | ||
| Net amount | 1,711,526 | 276,739 | (90,464) | 23,438 | (230,157) | 1,691,082 |
| (i) | Considers R$ 273,778 referring to additions and remeasurements between right-of-use assets and leases payable. |
|---|---|
| (ii) | Refers to the amortization of the right of use, which is being capitalized as Construction in progress until the beginning of its operation. |
36
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
b. Leases payable
The changes in leases payable are shown below:
| Balance as of December 31, 2023 | 1,523,935 |
|---|---|
| Interest accrued | 100,548 |
| Payments of leases | (211,344) |
| Interest payment | (115,074) |
| Additions and remeasurement | 273,778 |
| Write-offs | (82,561) |
| Balance as of September 30, 2024 | 1,489,282 |
| Current | 321,125 |
| Non-current | 1,168,157 |
The undiscounted future cash outflows are presented below:
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Up to 1 year | 422,286 | 418,450 |
| 1 to 2 years | 278,579 | 322,165 |
| 2 to 3 years | 237,067 | 227,785 |
| 3 to 4 years | 190,634 | 189,744 |
| 4 to 5 years | 161,910 | 147,977 |
| More than 5 years | 941,222 | 1,003,655 |
| Total | 2,231,698 | 2,309,776 |
The contracts related to the leases payable are substantially indexed by the IGP-M (General Market Price Index is a measure of Brazilian inflation, calculated by the Getúlio Vargas Foundation).
37
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
b.1. Discount rates
The weighted nominal average discount rates for the lease contracts of the Company are:
| Contracts by maturity date and discount rate | |
|---|---|
| Maturity dates of the contracts | Rate (% p.a.) |
| From 1 to 5 years | 10.47% |
| From 6 to 10 years | 10.08% |
| From 11 to 15 years | 9.62% |
| More than 15 years | 9.63% |
c. Effects of inflation and potential right of recoverable Pis and Cofins - disclosures required by the CVM in the letter SNC/SEP 02/2019
The effects of inflation for the period ended September 30, 2024 are as follows:
| Right-of-use asset, net | |
|---|---|
| Nominal base | 1,691,082 |
| Inflated base | 2,071,673 |
| 22.5% | |
| Leases payable | |
| Nominal base | 1,489,282 |
| Inflated base | 1,951,354 |
| 31.0% | |
| Financial expenses | |
| Nominal base | 100,548 |
| Inflated base | 131,123 |
| 30.4% | |
| Amortization expense | |
| Nominal base | 230,157 |
| Inflated base | 268,018 |
| 16.5% |
The possible credits of PIS and COFINS on payments of leases, calculated based on the rate of 9.25% according to the Brazilian tax legislation for the period ended September 30, 2024 are presented below:
| Potential right of recoverable PIS and COFINS | |
|---|---|
| Cash flow at present value | 137,759 |
| Nominal cash flow | 206,432 |
38
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| Weighted average useful life (years) | Balance as of 12/31/2023 | Additions | Depreciation | Transfers (i) | Write-offs | Acquisition of subsidiaries | Balance as of 09/30/2024 | |
|---|---|---|---|---|---|---|---|---|
| Cost: | ||||||||
| Land | - | 607,152 | 4,260 | ‐ | 5,073 | (8,867) | - | 607,618 |
| Buildings | 31 | 1,646,996 | 37,438 | ‐ | 82,272 | (49,346) | 1,901 | 1,719,261 |
| Leasehold improvements | 13 | 1,292,998 | 25,678 | ‐ | 77,663 | (12,623) | - | 1,383,716 |
| Machinery and equipment | 11 | 3,530,184 | 91,605 | ‐ | 60,389 | (5,706) | 1,183 | 3,677,655 |
| Automotive fuel/lubricant distribution equipment and facilities | 13 | 3,361,637 | 52,293 | ‐ | 76,033 | (113,783) | 2,374 | 3,378,554 |
| LPG tanks and bottles | 8 | 1,006,398 | 74,819 | ‐ | - | (20,608) | - | 1,060,609 |
| Vehicles | 10 | 371,434 | 99,754 | ‐ | 5,515 | (33,472) | 5,257 | 448,488 |
| Furniture and fixtures | 8 | 212,640 | 8,472 | ‐ | 176 | (1,187) | 402 | 220,503 |
| IT equipment | 5 | 318,721 | 6,911 | ‐ | (4,148) | (1,591) | ‐ | 319,893 |
| Construction in progress | - | 783,496 | 548,986 | ‐ | (318,999) | (2,853) | ‐ | 1,010,630 |
| Advances to suppliers | - | 32,557 | 21,535 | ‐ | (5,519) | (844) | ‐ | 47,729 |
| Imports in progress | - | 3,107 | ‐ | ‐ | (3,107) | ‐ | ‐ | ‐ |
| 13,167,320 | 971,751 | ‐ | (24,652) | (250,880) | 11,117 | 13,874,656 | ||
| Accumulated depreciation: | ||||||||
| Buildings | ‐ | (536,518) | ‐ | (41,182) | 3,488 | 16,828 | (134) | (557,518) |
| Leasehold improvements | ‐ | (683,187) | ‐ | (56,538) | 1,624 | 6,929 | - | (731,172) |
| Machinery and equipment | ‐ | (2,147,842) | ‐ | (154,748) | (311) | 4,011 | (405) | (2,299,295) |
| Automotive fuel/lubricant distribution equipment and facilities | ‐ | (2,238,843) | ‐ | (129,106) | (5,842) | 102,029 | (1,082) | (2,272,844) |
| LPG tanks and bottles | ‐ | (605,298) | ‐ | (68,414) | - | 16,552 | - | (657,160) |
| Vehicles | ‐ | (181,511) | ‐ | (25,125) | (132) | 13,392 | (612) | (193,988) |
| Furniture and fixtures | ‐ | (130,117) | ‐ | (11,156) | 13 | 406 | (84) | (140,938) |
| IT equipment | ‐ | (254,952) | ‐ | (16,991) | 6,201 | 1,357 | - | (264,385) |
| (6,778,268) | ‐ | (503,260) | 5,041 | 161,504 | (2,317) | (7,117,300) | ||
| Provision for impairment losses | (1,471) | (21) | ‐ | ‐ | ‐ | ‐ | (1,492) | |
| Net amount | 6,387,581 | 971,730 | (503,260) | (19,611) | (89,376) | 8,800 | 6,755,864 |
(i) Refers to R$ 23,438 transferred to right-of-use assets and R$ 3,827 transferred from intangible assets.
Construction in progress relates substantially to expansions, renovations, constructions and upgrade of the terminals’ assets, service stations and distribution bases.
Advances to suppliers are basically related to manufacturing of assets for expansion of terminals, distribution bases and acquisition of real estate.
39
Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| Weighted average useful life (years) | Balance as of 12/31/2023 | Additions | Amortization | Transfers (i) | Write-offs | Exchange rate variation | Acquisition of subsidiaries | Balance as of 09/30/2024 | |
|---|---|---|---|---|---|---|---|---|---|
| Cost: | |||||||||
| Goodwill (a) | - | 943,125 | ‐ | (969) | (11,461) | ‐ | ‐ | 56,417 | 987,112 |
| Software | 5 | 1,503,601 | 141,192 | ‐ | (20,463) | (2,213) | 109 | 386 | 1,622,612 |
| Distribution rights | 14 | 155,174 | 14,794 | ‐ | 1,412 | (1) | ‐ | ‐ | 171,379 |
| Brands | - | 62,303 | ‐ | ‐ | (948) | ‐ | ‐ | ‐ | 61,355 |
| Trademark rights | 30 | 120,960 | 6 | ‐ | ‐ | - | ‐ | 11 | 120,977 |
| Others | 3 | 15,127 | 224 | ‐ | 346 | ‐ | ‐ | ‐ | 15,697 |
| Decarbonization credits (CBIO) | - | 710,710 | 586,695 | ‐ | (389) | (1,018,363) | ‐ | ‐ | 278,653 |
| 3,511,000 | 742,911 | (969) | (31,503) | (1,020,577) | 109 | 56,814 | 3,257,785 | ||
| Accumulated amortization: | |||||||||
| Software | (826,773) | ‐ | (159,078) | 27,660 | 1,868 | ‐ | ‐ | (956,323) | |
| Distribution rights | (106,145) | ‐ | (3,291) | 18 | - | ‐ | ‐ | (109,418) | |
| Trademark rights | (18,931) | ‐ | (3,394) | ‐ | 323 | ‐ | ‐ | (22,002) | |
| Others | (5,234) | ‐ | (3,814) | (2) | 786 | ‐ | ‐ | (8,264) | |
| (957,083) | ‐ | (169,577) | 27,676 | 2,977 | ‐ | ‐ | (1,096,007) | ||
| Net amount | 2,553,917 | 742,911 | (170,546) | (3,827) | (1,017,600) | 109 | 56,814 | 2,161,778 |
(i) Refers to R$ 3,827 transferred to property, plant and equipment.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a. Goodwill
The remaining net balance of goodwill on the following acquisitions is assessed for impairment annually or more frequently when there is indication that the goodwill might be impaired.
| Segment | 09/30/2024 | 12/31/2023 | |
|---|---|---|---|
| Goodwill on the acquisition of: | |||
| Ipiranga (i) | Ipiranga | 276,724 | 276,724 |
| União Terminais | Ultracargo | 211,089 | 211,089 |
| Texaco | Ipiranga | 177,759 | 177,759 |
| Iconic (CBLSA) | Ipiranga | 69,807 | 69,807 |
| Temmar | Ultracargo | 43,781 | 43,781 |
| DNP | Ipiranga | 24,736 | 24,736 |
| Repsol | Ultragaz | 13,403 | 13,403 |
| Neogás | Ultragaz | 7,761 | 7,761 |
| Stella | Ultragaz | 103,051 | 103,051 |
| Serra Diesel | Ultrapar | 1,413 | 14,217 |
| WTZ (28.d) | Ultragaz | 56,791 | ‐ |
| TEAS (ii) | Ultracargo | 797 | 797 |
| 987,112 | 943,125 |
(i) Including R$ 246,163 presented as goodwill at the Parent.
(ii) On April 27, 2023, the Company was merged into Ultracargo Logística S.A.
Goodwill presented above are based on the expectation of future profitability, supported by appraisal reports, after allocation of the identified assets. In the nine-month period ended September 30, 2024, the Company did not identify any event that indicated the need to carry out an impairment test of the intangible asset.
Goodwill from investments in joint ventures and associates are presented under investments, for further information see Note 11.
b. Acquisition and provision for decarbonization credits (Consolidated)
The Company, through its subsidiary Ipiranga, has annual decarbonization obligation adopted by Brazilian National Biofuels Policy (“RenovaBio”), implemented by Law No. 13,576/2017, with additional regulations established by Decree No. 9,888/2019 and Ordinance No. 419 of November 20, 2019 issued by the Brazilian Ministry of Mines and Energy.
The decarbonization credits (“CBIOS”) acquired are recorded at historical cost in intangible assets, being retired according to decree in the year to fulfill the individual target set by the National Agency of Petroleum, Natural Gas and Biofuels (“ANP”). The Company reached the 2023 retirement target in March 2024, in accordance with Decree 11,499/2023, which exceptionally establishes the deadline for retirement of decarbonization credits until March 2024 to meet the 2023 target.
The acquisition obligation is recorded under “Provision for decarbonization credits” with a corresponding entry in Other operating income (expenses), in proportion to the annual targets established by the ANP, based on the average acquisition cost of the credits acquired and the fair value of the credits traded on B3 on the closing date for the credits to be acquired. The provision is realized when credits are retired.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a. Breakdown
| Description | Index/ Currency | Weighted average financial charges 2024 (p.a.) | Weighted average hedging instruments | Maturity | Consolidated — 09/30/2024 | 12/31/2023 |
|---|---|---|---|---|---|---|
| Foreign currency: | ||||||
| Notes in the foreign market | USD | 5.25% | 138.8% of DI** | 2026 to 2029 | 4,196,681 | 3,694,339 |
| Foreign loan | JPY | 1.24% | 108.9% of DI | 2025 | 777,861 | 439,852 |
| Foreign loan | EUR | 4.20% | 109.4% of DI | 2024 to 2025 | 749,661 | 126,171 |
| Foreign loan | USD | 5.40% | 109.9% of DI | 2024 to 2025 | 582,157 | 1,018,429 |
| Total in foreign currency | 6,306,360 | 5,278,791 | ||||
| Brazilian Reais: | ||||||
| Debentures – CRA | IPCA | 5.15% | 102.6% of DI | 2024 to 2032 | 2,900,707 | 3,434,287 |
| CCB | CDI | 102.20% | n/a | 2025 to 2026 | 1,060,369 | 552,407 |
| Debentures – Ultragaz | CDI + | 0.74% | n/a | 2027 to 2029 | 711,313 | - |
| Debentures – Ultracargo | IPCA | 4.11% | 111.4% of DI | 2028 | 552,616 | 556,677 |
| Debentures – CRA | Fixed rate | 11.05% | 104.3% of DI | 2027 | 509,806 | 539,914 |
| CDCA | CDI + R$ | 0.89% | n/a | 2027 | 519,258 | - |
| Debentures – CRA | CDI + R$ | 0.69% | n/a | 2027 | 490,067 | 488,269 |
| CDCA | CDI | 104.73% | n/a | 2025 to 2027 | 290,651 | 201,848 |
| Debentures – Ultracargo | Fixed rate | 6.47% | 99.9% of DI | 2024 | 92,485 | 87,826 |
| Debentures – Ultracargo | IPCA | 6.28% | n/a | 2024 to 2034 | 79,191 | - |
| FINEP | TJLP | 1.00% | n/a | 2024 to 2026 | 826 | 1,264 |
| Total in Brazilian Reais | 7,207,289 | 5,862,492 | ||||
| Total in foreign currency and Brazilian Reais | 13,513,649 | 11,141,283 | ||||
| Derivative financial instruments (*) | 334,345 | 626,734 | ||||
| Total | 13,847,994 | 11,768,017 | ||||
| Current | 3,386,400 | 1,993,254 | ||||
| 1 to 2 years | 907,152 | 1,879,412 | ||||
| 2 to 3 years | 3,961,776 | 2,243,967 | ||||
| 3 to 4 years | 2,134,655 | 1,023,820 | ||||
| 4 to 5 years | 2,130,366 | 1,691,595 | ||||
| More than 5 years | 1,327,645 | 2,935,969 | ||||
| Non-current | 10,461,594 | 9,774,763 |
| (*) | Accumulated losses (see Note 26.f). |
|---|---|
| (**) | Considers a protection instrument for the principal of 52.5% of the DI and for interest DI minus 1.4% for a notional amount of US$ 300 million. Does not include the positive result of the natural hedge strategy through financial investments in US$. |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The changes in loans, financing, debentures and derivative financial instruments are shown below:
| Balance as of December 31, 2023 | 11,768,017 |
|---|---|
| Proceeds | 3,658,510 |
| Interest accrued | 603,777 |
| Principal payment | (2,125,954) |
| Interest payment | (483,266) |
| Monetary and exchange rate variations | 920,758 |
| Change in fair value | (201,459) |
| Hedge result | (292,389) |
| Balance as of September 30, 2024 | 13,847,994 |
The transaction costs associated with debt issuance were deducted from the balance of the related liability and recognized in profit or loss according to the effective interest rate method. As of September 30, 2024, the amount recognized in profit or loss was R$ 14,190. The balance to be recognized in the next years is R$ 74,352.
b. Guarantees
The financing does not have collateral as of September 30, 2024 and December 31, 2023 and has guarantees and promissory notes in the amount of R$ 13,309,204 as of September 30, 2024 (R$ 10,966,890 as of December 31, 2023).
The Company and its subsidiaries offer collateral in the form of letters of guarantee for commercial and legal proceedings in the amount of R$ 105,514 as of September 30, 2024 (R$ 103,600 as of December 31, 2023).
The subsidiary Ipiranga issues collateral to financial institutions in connection with the amounts payable by some of its customers to such institutions, with maximum future settlements related to these guarantees on the amount of R$ 259,712 (R$ 397,152 as of December 31, 2023). If the subsidiary Ipiranga is required to make any payment under these collateral arrangements, this subsidiary may recover the amount paid directly from its customers through commercial collection. Until September 30, 2024, the subsidiary Ipiranga did not have losses in connection with these collateral arrangements.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
c. Relevant operations contracted in the period
The main operations contracted in the period are shown below:
| Description | Index/ Currency | Financial charges | Hedging instruments | Issuance date | Maturity | Principal | Principal in R$ | Remuneration payment | Nominal amount payment | Company |
|---|---|---|---|---|---|---|---|---|---|---|
| CDCA | %DI | 108.00% | N/A | Jan/24 | Jan/25 | R$ 80,000 | R$ 80,000 | Quarterly | At final maturity | Ipiranga |
| 4131 | EUR | 4.33% | 111.9% of DI | Jan/24 | Jan/25 | EUR 23,500 | R$ 126,195 | Semiannually | At final maturity | Iconic |
| CCB | %DI | 108.37% | N/A | Mar/24 | Mar/25 | R$ 500,000 | R$ 500,000 | Annually | At final maturity | Ipiranga |
| 4131 | EUR | 4.43% | 108.5% of DI | Mar/24 | Mar/25 | EUR 46,040 | R$ 247,099 | Semiannually | At final maturity | Ipiranga |
| 4131 | JPY | 1.32% | 108.9% of DI | Mar/24 | Aug/24 | JPY 3,760,000 | R$ 123,742 | At final maturity | At final maturity | Ultracargo Logística |
| 4131 | EUR | 4.38% | 108.5% of DI | Mar/24 | Mar/25 | EUR 45,977 | R$ 246,897 | Semiannually | At final maturity | Ultracargo Logística |
| 4131 | EUR | 4.64% | 115.5% of DI | Mar/24 | Sept/24 | EUR 4,629 | R$ 25,000 | At final maturity | At final maturity | Serra Diesel |
| CCB | %DI | 108.37% | N/A | Apr/24 | Apr/26 | R$ 500,000 | R$ 500,000 | Annually | At final maturity | Ipiranga |
| 4131 | USD | 6.11% | 112.4% of DI | Apr/24 | Apr/25 | USD 9,728 | R$ 48,601 | Semiannually | At final maturity | Iconic |
| CDCA | DI + | 0.92% | N/A | May/24 | Apr/27 | R$ 500,000 | R$ 500,000 | Annually | At final maturity | Ipiranga |
| 4131 | JPY | 1.44% | 108.1% of DI | May/24 | Oct/24 | JPY 7,530,077 | R$ 258,500 | At final maturity | At final maturity | Ultracargo Logística |
| CDCA | %DI | 109.00% | N/A | Jun/24 | Apr/27 | R$ 200,000 | R$ 200,000 | Quarterly | 2026 and 2027 | Ipiranga |
| Debentures | CDI | 0.65% | N/A | Jul/24 | Jul/27 | R$ 455,000 | R$ 455,000 | Semiannually | At final maturity | Cia Ultragaz |
| Debentures | CDI | 0.90% | N/A | Jul/24 | Jul/29 | R$ 245,000 | R$ 245,000 | Semiannually | At final maturity | Cia Ultragaz |
| Debentures | IPCA | 6.28% | N/A | Aug/24 | Jun/34 | R$ 80,000 | R$ 80,000 | Semiannually | At final maturity | Ultracargo Logística |
| 4131 | SOFR | 1.29% | 112.5% of DI | Sept/24 | Sept/25 | USD 4,535 | R$ 25,000 | Quarterly | At final maturity | Serra Diesel |
a. Trade payables
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Domestic suppliers | 2,100,480 | 2,842,433 |
| Foreign suppliers | 699,861 | 1,692,786 |
| Trade payables - related parties (see Note 8.a.2) | 250,613 | 147,452 |
| 3,050,954 | 4,682,671 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
b. Trade payables - reverse factoring
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Domestic suppliers - reverse factoring | 1,291,458 | 1,039,366 |
Some subsidiaries of the Company entered into agreements with financial institutions. These agreements consist in the anticipation of the receipt of trade payables by the supplier, in which the financial institutions prepay a certain amount from the supplier and receives, on the maturity date, the amount payable by the subsidiaries of the Company without incidence of interest. The decision to join this type of transaction is solely and exclusively of the supplier. The agreement does not substantially change the main characteristics of the commercial conditions previously established between the subsidiaries of the Company and the suppliers. The transactions are presented in operating activities in the statement of cash flows.
a. ULTRAPREV - Associação de Previdência Complementar
In February 2001, the Company’s Board of Directors approved the adoption of a defined contribution pension plan to be sponsored by the Company and its subsidiaries. Participating employees have been contributing to this plan, managed by Ultraprev - Associação de Previdência Complementar (“Ultraprev”), since August 2001. The Company and its subsidiaries do not take responsibility for guaranteeing amounts or the duration of the benefits received by the retired employee.
In the nine-month period ended September 30, 2024 the subsidiaries contributed R$ 16,805 to Ultraprev (R$ 16,851 in the nine-month period ended September 30, 2023).
The balance of R$ 8,245 (R$ 18,271 as of December 31, 2023) regarding the reversal fund will be used to deduct normal sponsor contributions in a period of up to 14 months depending on the sponsor. The number of months is estimated according to the current amount being deducted from the contributions of the sponsor with the highest balance.
The total number of participating employees as of September 30, 2024 is 3,851 active participants and 298 retired participants (4,053 active participants and 298 retired participants as of December 31, 2023). In addition, Ultraprev had 21 former employees or beneficiaries receiving benefits under the rules of a previous plan whose reserves are fully constituted.
b. Post-employment benefits (Consolidated)
Some subsidiaries recognized a provision for post-employment benefits mainly related to seniority bonus, payment of Government Severance Indemnity Fund (“FGTS”), and health, dental care, and life insurance plan for eligible retirees.
The amounts related to such benefits are based on a valuation conducted by an independent actuary and reviewed by Management as of September 30, 2024.
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Health and dental care plan (1) | 222,344 | 211,279 |
| Indemnification of FGTS | 40,619 | 38,456 |
| Seniority bonus | 1,874 | 2,026 |
| Life insurance (1) | 13,897 | 13,062 |
| Total | 278,734 | 264,823 |
| Current | 23,798 | 23,612 |
| Non-current | 254,936 | 241,211 |
(1) Applicable to Ipiranga , Tropical and Iconic.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a. Provisions for tax, civil and labor risks
The Company and its subsidiaries are parties to tax, civil and labor disputes at the administrative and judicial levels. The table below presents the breakdown of provisions by nature and their changes:
| Provisions | Balance as of 12/31/2023 | Additions | Reversals | Payments | Interest | Balance as of 09/30/2024 |
|---|---|---|---|---|---|---|
| IRPJ and CSLL (a.1) | 636,167 | 127 | (11,855) | (138) | 18,709 | 643,010 |
| Tax | 107,172 | 40,293 | (43,488) | (11,825) | 1,358 | 93,510 |
| Civil, environmental and regulatory claims | 150,258 | 59,987 | (30,808) | (21,982) | 2 | 157,457 |
| Provision for indemnities (a.2) | 203,780 | 4,661 | (6,065) | (12,959) | 627 | 190,044 |
| Labor | 59,144 | 14,156 | (10,713) | (8,194) | 361 | 54,754 |
| Others | 147,609 | 7,564 | (966) | (615) | (787) | 152,805 |
| Total | 1,304,130 | 126,788 | (103,895) | (55,713) | 20,270 | 1,291,580 |
| Current | 45,828 | 49,496 | ||||
| Non-current | 1,258,302 | 1,242,084 |
Balances of escrow deposits by nature are as follows:
| 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Tax | 898,593 | 856,830 |
| Labor | 30,072 | 37,715 |
| Civil and others | 123,640 | 138,172 |
| 1,052,305 | 1,032,717 |
In the period ended September 30, 2024, the monetary variation on escrow deposits amounted to R$ 37,978 (R$ 46,030 as of September 30, 2023), recorded with a corresponding entry to financial income on profit or loss.
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a.1 Provision for tax matters
On October 7, 2005, the subsidiaries Cia. Ultragaz and Bahiana filed a writ of mandamus in which the preliminary injunction was granted, confirmed by a favorable trial court decision on May 16, 2008, to offset PIS and COFINS credits on LPG purchases against federal taxes. As a result of the preliminary injunction, the subsidiaries made escrow deposits, which amount to R$ 618,755 as of September 30, 2024 (R$ 600,259 as of December 31, 2023). On July 18, 2014, due to a second instance unfavorable decision, aligned with the STJ case law (Case 1.093), the subsidiaries suspended the escrow deposits and resumed the payment of the taxes. In October 2024, due to the final decision of the proceeding, the deposits were fully withdrawn, and did not result in impacts on profit or loss for the period.
a.2 Provision for indemnities
On April 1, 2022, Ultrapar concluded the sale of Oxiteno, assuming the responsibility for losses resulting from acts that occurred prior to the closing of the transaction, pursuant to the purchase and sale agreement. The total provision recorded for the reimbursement to Indorama, in the event the losses materialize, is R$ 159,644 (R$ 168,568 as of December 31, 2023), of which R$ 93,489 (R$ 92,823 as of December 31, 2023) for labor claims, R$ 17,984 (R$ 17,584 as of December 31, 2023) for civil claims and R$ 48,147 (R$ 58,160 as of December 31, 2023) for tax claims.
On August 1, 2022, Ultrapar also concluded the sale of Extrafarma with subsidiary Ipiranga assuming the responsibility for losses prior to the closing of the transaction. Thus, a provision for the reimbursement to Pague Menos was recorded, in the event the losses materialize, totaling R$ 30,400 (R$ 35,075 as of December 31, 2023) referring to the provision for indemnity, as of September 30, 2024, of which R$ 10,385 (R$ 16,259 as of December 31, 2023) for labor claims, R$ 6,955 (R$ 6,420 as of December 31, 2023) for civil claims and R$ 13,059 (R$ 12,395 as of December 31, 2023) for tax claims.
b. Contingent liabilities (possible)
The Company and its subsidiaries are parties to tax, civil, environmental, regulatory, and labor claims whose likelihood of loss is assessed by the legal departments of the Company and its subsidiaries as possible, based on the opinion of its external legal advisors and, based on these assessments, these claims were not provided for in the interim financial information. The estimated amount of these contingent liabilities assessed as possible loss is R$ 5,191,865 as of September 30, 2024 (R$ 4,013,392 as of December 31, 2023), mainly represented by:
| Contingent liabilities (possible) | 09/30/2024 | 12/31/2023 |
|---|---|---|
| Tax (b.1) | 4,123,388 | 3,148,224 |
| Civil (b.2) | 793,410 | 624,653 |
| Labor | 275,067 | 240,515 |
b.1 Contingent tax liabilities
The main contingent tax liabilities of subsidiary Ipiranga and its subsidiaries are presented below. The claims mainly involve questionings regarding the offset of excise tax (“IPI”) credits related to raw materials used in the manufacturing of products subject to taxation, which are subsequently sold, and are not subject to IPI under the tax immunity. The amount of this contingency is R$ 193,267 as of September 30, 2024 (R$ 185,388 as of December 31, 2023).
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Additionally, the subsidiary Ipiranga and its subsidiaries have legal proceedings related to ICMS totaling R$ 1,342,883 as of September 30, 2024 (R$ 1,380,424 as of December 31, 2023). The main proceedings include: i) credits considered undue in the amount of R$ 93,282 as of September 30, 2024 (R$ 149,061 as of December 31, 2023), ii) alleged non-payment in the amount of R$ 153,601 as of September 30, 2024 (R$ 196,693 as of December 31, 2023); iii) conditioned fruition of tax incentive in the amount of R$ 188,154 as of September 30, 2024 (R$ 193,912 as of December 31, 2023); iv) inventory differences in the amount of R$ 279,014 as of September 30, 2024 (R$ 282,254 as of December 31, 2023); v) 2% surcharge on products considered non-essential (hydrated ethanol) in the amount of R$ 219,152 as of September 30, 2024 (R$ 271,518 as of December 31, 2023).
The Company and its subsidiaries are also parties to administrative and judicial proceedings involving IRPJ, CSLL, PIS and COFINS, substantially involving denials of offset claims and credits disallowance which total R$ 2,306,994 as of September 2024 (R$ 1,394,010 as of December 31, 2023), mainly represented by a tax assessment related to the IRPJ and CSLL resulting from the alleged undue amortization of the goodwill paid on acquisition of investments, in the amount of R$ 262,947 as of September 30, 2024 (R$ 251,789 as of December 31, 2023).
b.2 Contingent civil liabilities
Most of the proceedings against Cia. Ultragaz totaling R$ 161,503 as of September 30, 2024 (R$ 113,756 as of December 31, 2023) were filed by resellers seeking indemnity, nullity and termination of distribution agreements.
c. Lubricants operation between Ipiranga and Chevron
The provisions of shareholder Chevron’s liability amount to R$ 61,934 (R$ 29,022 as of December 31, 2023), for which an indemnity asset was recorded, referring to: (i) R$ 58,247 in ICMS assessments on sales for industrial purposes, in which the STF closed the judgment of the thesis unfavorably to taxpayers; (ii) R$ 3,469 in labor claims.
Likewise, due to a business combination, on December 1, 2017, a provision of R$ 198,900 was recorded relating to contingent liabilities and an indemnification asset in the same amount was recognized, with a balance of R$ 95,897 as of September 30, 2024 (R$ 95,905 as of December 31, 2023). The amounts of provisions and contingent liabilities related to the business combination and the liability of the shareholder Chevron will be reimbursed to subsidiary Iconic in the event of losses without the need to recognize an allowance for expected credit losses.
Because of the association between the Company and Extrafarma on January 31, 2014, 7 subscription warrants – indemnification were issued, corresponding to up to 6,411,244 shares of the Company.
On February 15, 2023, August 9, 2023, February 28, 2024 and August 7, 2024, the Board of Directors confirmed the issuance of 31,211, 8,199, 191,788 and 35,235, respectively, common shares within the authorized capital limit provided by article 6 of the Company’s Bylaws, due to the partial exercise of the rights conferred by the subscription warrants.
As set out in the association agreement between the Company and Extrafarma, of January 31, 2014 and due to the unfavorable decisions on some lawsuits with triggering events prior to January 31, 2014, 753,973 shares linked to the subscription warrants – indemnification were canceled and not issued. As of September 30, 2024, R$ 15,625 was recorded as financial income (financial expense of R$ 20,400 as of September 30, 2023) due to the update of subscription warrants, and 3,027,959 shares linked to subscription warrants remain retained – indemnification which may be issued or canceled depending on whether the final decisions on the lawsuits will be favorable or unfavorable, being the maximum number of shares that can be issued in the future, totaling R$ 64,223 (R$ 87,299 as of December 31, 2023).
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Table of Contents
| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a. Share capital
As of September 30, 2024, the subscribed and paid-up capital consists of 1,115,439,503 common shares with no par value (1,115,212,490 as of December 31, 2023), and the issuance of preferred shares and participation certificates is prohibited. Each common share entitles its holder to one vote at Shareholders’ Meetings.
On April 19, 2023 the Ordinary General Shareholders’ Meeting approved the increase in the Company's capital in the total amount of R$ 1,450,000, without the issuance of shares, through the incorporation into the share capital of part of the amounts recorded in the statutory reserve for investments, of R$ 567,425, and amounts recorded in the legal reserve, of R$ 882,575.
The price of the outstanding shares on B3 as of September 30, 2024 was R$ 21.21 (R$ 26.51 as of December 31, 2023).
As of September 30, 2024, there were 59,257,889 common shares outstanding abroad in the form of ADRs (52,197,033 shares as of December 31, 2023).
b. Equity instrument granted
The Company has a share-based incentive plan, which establishes the general terms and conditions for the concession of common shares issued by the Company held in treasury (see Note 8.d). As of September 30, 2024, the balance of treasury shares granted with right of use was 12,995,720 common shares (9,515,384 as of December 31, 2023).
c. Treasury shares
The Company acquired its own shares at market prices, without capital reduction, to be held in treasury and to be subsequently disposed of or cancelled, in accordance with CVM Resolutions 2/20 and 77/22.
As of September 30, 2024, the balance was R$ 448,917 (R$ 470,510 as of December 31, 2023) and 11,555,737 common shares (16,195,439 as of December 31, 2023) were held unrestricted in the Company's treasury, acquired at an average cost of R$ 18.28.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| 09/30/2024 | |
|---|---|
| Balance of unrestricted shares held in treasury | 11,555,737 |
| Balance of treasury shares granted with right of use (see Note 20.b) | 12,995,720 |
| Total balance of treasury shares as of September 30, 2024 | 24,551,457 |
d. Capital reserve
The capital reserve reflects the gain or loss on the disposal of shares for concession of usufruct to executives of the Company's subsidiaries, when the plan is finalized, as mentioned in Note 8.d. Because of the association with Extrafarma in 2014, the Company recognized an increase in the capital reserve in the amount of R$ 498,812, due to the difference between the value attributed to share capital and the market value of the Ultrapar shares on the date of issuance, less R$ 2,260 related to the costs for the issuance of these shares. Additionally, on February 15, 2023, August 9, 2023, February 28, 2024 and August 7, 2024, there was an increase in the reserve in the amounts of R$ 411, R$ 149, R$ 5,631 and R$ 821, respectively, due to the partial exercise of the subscription warrants – indemnification (see Note 19).
e. Approval of additional dividends to the minimum mandatory dividends
On February 28, 2024, the Board of Directors approved and on April 17, 2024 the Ordinary General Shareholders’ Meeting ratified the payment of the Company’s additional dividends to the Company's minimum mandatory dividends related to 2023 in the amount of R$ 134,031.
On August 7, 2024, the Board of Directors approved the distribution of dividends in the amount of R$ 275,971, corresponding to R$ 0.25 per common share, payable as of August 23, 2024, without remuneration or monetary variation .
| 09/30/2024 | 09/30/2023 | |
|---|---|---|
| Sales revenue: | ||
| Merchandise | 100,791,943 | 94,341,879 |
| Services rendered and others | 1,330,417 | 1,223,944 |
| Sales returns, rebates and discounts | (836,236) | (701,825) |
| Amortization of contract assets | (402,804) | (445,851) |
| 100,883,320 | 94,418,147 | |
| Taxes on sales | (2,785,799) | (1,790,318) |
| Net revenue | 98,097,521 | 92,627,829 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The Company presents its costs and expenses by function in the consolidated statement of income and presents below its expenses by nature:
| Parent — 09/30/2024 | 09/30/2023 | Consolidated — 09/30/2024 | 09/30/2023 | |
|---|---|---|---|---|
| Raw materials and materials for use and consumption | ‐ | ‐ | (90,182, 122 ) | (84,833,390) |
| Personnel expenses | (179,817) | (157,934) | (1,910,863) | (1,696,656) |
| Freight and storage | ‐ | ‐ | (996,055) | (1,043,820) |
| Decarbonization obligation (a) | ‐ | ‐ | (441,813) | (568,382) |
| Services provided by third parties | (55,285) | (52,867) | (532,272) | (475,711) |
| Depreciation and amortization | (11,715) | (5,092) | (673, 806 ) | (612,853) |
| Amortization of right-of-use assets | (2,101) | (1,633) | (230, 157 ) | (221,292) |
| Advertising and marketing | (1,472) | (626) | (153,867) | (140,916) |
| Other expenses and income, net (b) | 7,792 | (39,634) | (121,461) | (380,271) |
| SSC/Holding expenses | 233,160 | 210,301 | ‐ | ‐ |
| Total | (9,438) | (47,485) | (95,242,416) | (89,973,291) |
| Classified as: | ||||
| Cost of products and services sold | ‐ | ‐ | (91,646,046) | (86,378,561) |
| Selling and marketing | ‐ | ‐ | (1,884,131) | (1,612,236) |
| General and administrative | (36,355) | (47,332) | (1,374,833) | (1,472,315) |
| Other operating income (expenses), net | 26,917 | (153) | (337,406) | (510,179) |
| Total | (9,438) | (47,485) | (95,242,416) | (89,973,291) |
| (a) | Refers to the obligation adopted by RenovaBio to meet decarbonization targets for the gas and oil sector. The amounts are presented in Other operating income (expenses), net. For further information, see Note 14.b |
|---|---|
| (b) | Includes gains from receipt of asset insurance claims in 2024 in the amount of R$ 35,239. |
| Parent — 09/30/2024 | 09/30/2023 | Consolidated — 09/30/2024 | 09/30/2023 | |
|---|---|---|---|---|
| Finance income: | ||||
| Interest on financial investments | 17,992 | 87,887 | 397,209 | 441,915 |
| Interest from customers | ‐ | ‐ | 125,068 | 85,883 |
| Update of subscription warrants (see Note 19) | 15,625 | ‐ | 15,625 | ‐ |
| Selic interest on PIS/COFINS credits | 3 | ‐ | 43,032 | 94,269 |
| Update of provisions and other income | 14,671 | 33,988 | 80,654 | 51,198 |
| 48,291 | 121,875 | 661,588 | 673,265 | |
| Financial expenses: | ||||
| Interest on loans | (911) | (44,022) | (927,726) | (1,077,515) |
| Interest on leases payable | (597) | (483) | (100,548) | (105,160) |
| Update of subscription warrants (see Note 19) | ‐ | (20,400) | ‐ | (20,400) |
| Bank charges, financial transactions tax, and other taxes | (12,627) | (3,214) | (105,905) | (84,440) |
| Exchange variations, net of gain (loss) on hedging instruments | 1,624 | (16,497) | (117,428) | (105,515) |
| Update of provisions, net, and other expenses | (8,137) | (10,594) | (6,759) | (109,166) |
| (20,648) | (95,210) | (1,258,366) | (1,502,196) | |
| Total | 27,643 | 26,665 | (596,778) | (828,931) |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The table below presents a reconciliation of numerators and denominators used in computing earnings per share. The Company has a stock plan and subscription warrants, as mentioned in Notes 8.d and 19, respectively.
| 07/01/2024 to 09/30/2024 | 01/01/2024 to 09/30/2024 | 07/01/2023 to 09/30/2023 | 01/01/2023 to 09/30/2023 | |
|---|---|---|---|---|
| Basic earnings per share | ||||
| Net income for the period of the Company | 651,582 | 1,520,971 | 864,854 | 1,340,795 |
| Weighted average number of shares outstanding (in thousands) | 1, 103,872 | 1,1 02,117 | 1,095,190 | 1,095,134 |
| Basic earnings per share - R$ | 0.59 03 | 1. 3800 | 0.7897 | 1.2243 |
| Diluted earnings per share | ||||
| Net income for the period of the Company | 651,582 | 1,520,971 | 864,854 | 1,340,795 |
| Weighted average number of outstanding shares (in thousands), including dilution effects | 1, 119,907 | 1,11 7,011 | 1,104,256 | 1,104,338 |
| Diluted earnings per share - R$ | 0. 5818 | 1.36 16 | 0.7832 | 1.2141 |
| Weighted average number of shares (in thousands) | ||||
| Weighted average number of shares for basic earnings per share | 1, 103,872 | 1,10 2,117 | 1,095,190 | 1,095,134 |
| Dilution effect | ||||
| Subscription warrants | 3,040 | 3,065 | 3,342 | 3,347 |
| Stock plan | 12,995 | 1 1,829 | 5,724 | 5,857 |
| Weighted average number of shares for diluted earnings per share | 1, 119,907 | 1,11 7,011 | 1,104,256 | 1,104,338 |
Earnings per share were adjusted retrospectively by the issuance of 3,224,021 common shares due to the partial exercise of the rights conferred by the subscription warrants disclosed in Note 19.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The segments shown in these financial statements are strategic business units supplying different products and services. Intersegment sales are made considering the conditions negotiated between the parties.
The main segments are presented in the table below:
| Segment | Main activities |
|---|---|
| Ultragaz | Distribution of liquefied petroleum gas ( LPG ) in segments: bulk, comprising condominiums, trade, services, industries and agribusiness; and bottled, mainly comprising residential consumers. To expand the offer of energy solutions to its customers, the company also act on segments of renewable energy solutions and compressed natural gas. |
| Ipiranga | Distribution and sale of oil-related products , biofuels and similar products (gasoline, ethanol, diesel, fuel oil, kerosene, natural gas for vehicles, and lubricants) through a chain of service stations that operate under the Ipiranga brand throughout Brazil and to major consumers, as well as in convenience stores and automotive services segments. |
| Ultracargo | Offers transport logistics and specialized liquid bulk storage solutions with operations in the main logistics centers of Brazil. |
a. Geographic area information
The subsidiaries generate revenue from operations in Brazil, as well as from exports of products and services to foreign customers, as disclosed below:
| 09/30/2024 | 09/30/2023 | |
|---|---|---|
| Net revenue from sales and services: | ||
| Brazil | 97,416,446 | 91,206,928 |
| Europe | 46,818 | 195,292 |
| United States of America and Canada | 352,865 | 960,576 |
| Other Latin American countries | 174,988 | 114,060 |
| Others | 106,404 | 150,973 |
| Total | 98,097,521 | 92,627,829 |
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| Ultrapar Participações S.A. and Subsidiaries |
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
b. Financial information related to segments
The main financial information of each of the continuing operations of the Company’s segments is as follows.
| 09/30/2024 — Profit or loss | Ipiranga | Ultragaz | Ultracargo | Others (1) (2) | Subtotal Segments | Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Transactions with third parties | 89,177,796 | 8,220,008 | 638,927 | 5,925 | 98,042,656 | ‐ | 98,042,656 |
| Intersegment transactions | 61,443 | 844 | 153,803 | 1,126 | 217,216 | (162,351) | 54,865 |
| Cost of products and services sold | (84,941,712) | (6,574,638) | (284,811) | ‐ | (91,801,161) | 155,115 | (91,646,046) |
| Gross profit | 4,297,527 | 1,646,214 | 507,919 | 7,051 | 6,458,711 | (7,236) | 6,451,475 |
| Operating income (expenses) | |||||||
| Selling and marketing | (1,447,715) | (430,650) | (8,356) | (11) | (1,886,732) | 2,601 | (1,884,131) |
| General and administrative | (842,272) | (249,141) | (127,150) | (165,336) | (1,383,899) | 9,066 | (1,374,833) |
| Results from disposal of property, plant and equipment and intangible assets | 104,266 | 1,061 | (36) | 70 | 105,361 | ‐ | 105,361 |
| Other operating income (expenses), net | (398,235) | 37,252 | 11,366 | 12,211 | (337,406) | ‐ | (337,406) |
| Operating income (loss) | 1,713,571 | 1,004,736 | 383,743 | (146,015) | 2,956,035 | 4,431 | 2,960,466 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (5,384) | 572 | 2,420 | (4,578) | (6,970) | ‐ | (6,970) |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | (2,089) | ‐ | (2,089) | ‐ | (2,089) |
| Total share of profit (loss) of subsidiaries, joint ventures and associates | (5,384) | 572 | 331 | (4,578) | (9,059) | ‐ | (9,059) |
| Income (loss) before financial result and income and social contribution taxes | 1,708,187 | 1,005,308 | 384,074 | (150,593) | 2,946,976 | 4,431 | 2,951,407 |
| Depreciation and amortization (a) | 335,703 | 209,152 | 89,625 | 14,106 | 64 8,586 | (4,431) | 64 4,155 |
| Amortization of contractual assets with customers - exclusivity rights | 401,808 | 996 | ‐ | ‐ | 402,804 | ‐ | 402,804 |
| Amortization of right-of-use assets | 158,042 | 47,590 | 22,397 | 2,128 | 230, 157 | ‐ | 230, 157 |
| Amortization of fair value adjustments on associates acquisition | ‐ | ‐ | 2,090 | ‐ | 2,090 | ‐ | 2,090 |
| Total depreciation and amortization | 895,553 | 257,738 | 114,112 | 1 6,234 | 1,28 3,637 | (4,431) | 1,27 9,206 |
(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 29,652.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| 09/30/2023 — Profit or loss | Ipiranga (Restated) | Ultragaz | Ultracargo | Others (1) (2) (Restated) | Subtotal Segments | Eliminations | Total |
|---|---|---|---|---|---|---|---|
| Transactions with third parties | 83,899,659 | 8,114,273 | 606,134 | 7,763 | 92,627,829 | ‐ | 92,627,829 |
| Intersegment transactions | 10 | 1,265 | 152,066 | 1,536 | 154,877 | (154,877) | ‐ |
| Cost of products and services sold | (79,794,235) | (6,463,757) | (263,441) | (3) | (86,521,436) | 142,875 | (86,378,561) |
| Gross profit | 4,105,434 | 1,651,781 | 494,759 | 9,296 | 6,261,270 | (12,002) | 6,249,268 |
| Operating income (expenses) | |||||||
| Selling and marketing | (1,141,318) | (461,761) | (9,092) | (65) | (1,612,236) | ‐ | (1,612,236) |
| General and administrative | (953,271) | (228,778) | (123,104) | (179,164) | (1,484,317) | 12,002 | (1,472,315) |
| Results from disposal of property, plant and equipment and intangible assets | 156,451 | 9,783 | 63 | (2,915) | 163,382 | (59,056) | 104,326 |
| Other operating income (expenses), net | (526,449) | 14,337 | 2,748 | (815) | (510,179) | ‐ | (510,179) |
| Operating income (loss) | 1,640,847 | 985,362 | 365,374 | (173,663) | 2,817,920 | (59,056) | 2,758,864 |
| Share of profit (loss) of subsidiaries, joint ventures and associates | (4,140) | 29 | 9,785 | 6,040 | 11,714 | ‐ | 11,714 |
| Income (loss) before financial result and income and social contribution taxes | 1,636,707 | 985,391 | 375,159 | (167,623) | 2,829,634 | (59,056) | 2,770,578 |
| Depreciation and amortization (a) | 304,921 | 213,373 | 77,576 | 10,696 | 606,566 | ‐ | 606,566 |
| Amortization of contractual assets with customers - exclusivity rights | 444,782 | 1,070 | ‐ | - | 445,852 | ‐ | 445,852 |
| Amortization of right-of-use assets | 154,368 | 42,070 | 23,160 | 1,694 | 221,292 | ‐ | 221,292 |
| Total depreciation and amortization | 904,071 | 256,513 | 100,736 | 12,390 | 1,273,710 | ‐ | 1,273,710 |
(a) The amount is net of PIS and COFINS on depreciation in the amount of R$ 6,287.
(1) Includes in the line “General and administrative and Revenue from sale of goods” the amount of R$ 123,048 in 2024 (R$ 114,882 in 2023) of expenses related to Ultrapar's holding structure.
(2) The “Others” column refers to the parent Ultrapar and the subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
c. Assets by segment
| 09/30/2024 — Assets | Ipiranga | Ultragaz | Ultracargo | Others (3) | Subtotal Segments | Total |
|---|---|---|---|---|---|---|
| Investments | 150,814 | 1,024 | 215,525 | 1,352,880 | 1,720,243 | 1,720,243 |
| Property, plant and equipment | 3,207,361 | 1,508,940 | 1,916,470 | 123,093 | 6,755,864 | 6,755,864 |
| Intangible assets | 1,275,268 | 332,889 | 283,376 | 270,245 | 2,161,778 | 2,161,778 |
| Right-of-use assets | 923,200 | 151,635 | 608,535 | 7,712 | 1,691,082 | 1,691,082 |
| Other current and noncurrent assets | 20,520,885 | 3,105,426 | 469,927 | 2,896,585 | 26,992,823 | 26,992,823 |
| Total assets (excluding intersegment transactions) | 26,077,528 | 5,099,914 | 3,493,833 | 4,650,515 | 39,321,790 | 39,321,790 |
| 12/31/2023 — Assets | Ipiranga (Restated) | Ultragaz | Ultracargo | Others (3) (Restated) | Subtotal Segments | Total |
|---|---|---|---|---|---|---|
| Investments | 68,107 | 240 | 215,745 | 34,264 | 318,356 | 318,356 |
| Property, plant and equipment | 3,224,662 | 1,438,662 | 1,698,605 | 25,652 | 6,387,581 | 6,387,581 |
| Intangible assets | 1,612,584 | 282,517 | 281,054 | 377,762 | 2,553,917 | 2,553,917 |
| Right-of-use assets | 907,867 | 149,698 | 622,781 | 31,180 | 1,711,526 | 1,711,526 |
| Other current and noncurrent assets | 19,228,878 | 2,273,866 | 415,085 | 5,362,765 | 27,280,594 | 27,280,594 |
| Total assets (excluding intersegment transactions) | 25,042,098 | 4,144,983 | 3,233,270 | 5,831,623 | 38,251,974 | 38,251,974 |
(3) The “Others” column refers to the parent Ultrapar and the subsidiaries Imaven, Ultrapar International, UVC Investimentos, UVC - Fundo de investimento and share of profit (loss) of joint venture RPR.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Financial instruments are classified and measured as follows:
• Amortized cost: financial instruments held in order to collect and comply with contractual cash flows, solely principal and interest. The interest earned , losses and the foreign currency exchange variation are recognized in profit or loss and balances are stated at amortized cost using the effective interest rate method.
• Measured at fair value through other comprehensive income: financial instruments contracted for the purpose of collecting and obligation of contractual cash flows or selling financial assets. The balances are stated at fair value, and the interest earned , losses and the foreign currency exchange variation are recognized on profit or loss. Differences between fair value and initial amount of financial investments plus the interest earned and the exchange variation are recognized in equity under “Accumulated other comprehensive income”. Accumulated gains and losses recognized in equity are reclassified to profit or loss at the time of their settlement.
• Measured at fair value through profit or loss: financial instruments that were not classified as amortized cost or as measured at fair value through other comprehensive income. Balances are stated at fair value. The interest earned, the exchange variations and changes in fair value are recognized on profit or loss. Investment funds and derivatives are classified as measured at fair value through profit or loss.
The Company and its subsidiaries use financial instruments for hedging purposes, applying the following concepts:
• Hedge accounting – fair value hedge: financial instrument used to hedge exposure to changes in the fair value of an item, attributable to a particular risk, which can affect the profit or loss.
• Hedge accounting – cash flow hedge: financial instruments used to hedge the exposure to variability in cash flows that is attributable to a risk associated with an asset or liability or highly probable transaction or firm commitment that may affect the profit or loss.
• Hedge accounting – hedge of investments in foreign operations: financial instruments used to hedge exposure on net investments in foreign subsidiaries due to the fact that the local functional currency is different from the functional currency of the Company.
Classes and categories of financial instruments and their fair values
The balances of financial instrument assets and liabilities and the measurement criteria are presented in accordance with the following categories:
| (a) | Level 1 – prices negotiated (without adjustment) in active markets for identical assets or liabilities; |
|---|---|
| (b) | Level 2 – inputs other than prices negotiated in active markets included in Level 1 and observable for the asset or liability, either directly (as prices) or indirectly (derived from prices); and |
| (c) | Level 3 - inputs for assets or liabilities that are not based on observable market variables (unobservable inputs). |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| September 30, 2024 | Note | Level | Carrying value — Measured at fair value through profit or loss | Measured at amortized cost | Fair value |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Cash and cash equivalents | |||||
| Cash and banks | 4.a | - | ‐ | 356,144 | 356,144 |
| Securities and funds in local currency | 4.a | - | ‐ | 3,492,753 | 3,492,753 |
| Securities and funds in foreign currency | 4.a | - | ‐ | 6,469 | 6,469 |
| Financial investments | |||||
| Securities and funds in local currency | 4.b | - | 108,150 | - | 108,150 |
| Securities and funds in foreign currency | 4.b | - | - | 2,532,952 | 2,532,952 |
| Derivative instruments | 4.b | Level 2 | 873,084 | ‐ | 873,084 |
| Energy trading futures contracts | 26.h | Level 2 | 344,593 | - | 344,593 |
| Trade receivables | 5.a | - | ‐ | 4,012,970 | 4,012,970 |
| Reseller financing | 5.a | - | ‐ | 1,326,032 | 1,326,032 |
| Other receivables and other assets | - | - | ‐ | 444,715 | 444,715 |
| Total | 1,325,827 | 12,172,035 | 13,497,862 | ||
| Financial liabilities: | |||||
| Financing | 15.a | Level 2 | 2,109,679 | 6,067,785 | 8,0 13 , 435 |
| Debentures | 15.a | Level 2 | 4,055,614 | 1,280,571 | 5, 299,630 |
| Derivative instruments | 15.a | Level 2 | 334,345 | ‐ | 334,3 53 |
| Energy trading futures contracts | 26.h | Level 2 | 148,915 | - | 148,915 |
| Trade payables | 16.a | - | - | 3,050,954 | 3,050,954 |
| Trade payables - reverse factoring | 16.b | - | ‐ | 1,291,458 | 1,291,458 |
| Subscription warrants – indemnification | 19 | Level 1 | 64,223 | ‐ | 64,223 |
| Financial liabilities of customers | - | - | ‐ | 210,622 | 210,622 |
| Contingent consideration | - | Level 3 | 89,978 | 57,196 | 147,174 |
| Other payables | - | - | ‐ | 187,041 | 187,041 |
| Total | 6,802,754 | 12,145,627 | 18, 747,805 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| 12/31/2023 | Note | Level | Carrying value — Measured at fair value through profit or loss | Measured at amortized cost | Fair value |
|---|---|---|---|---|---|
| Financial assets: | |||||
| Cash and cash equivalents | |||||
| Cash and banks | 4.a | - | ‐ | 125,152 | 125,152 |
| Securities and funds in local currency | 4.a | - | ‐ | 5,476,726 | 5,476,726 |
| Securities and funds in foreign currency | 4.a | - | ‐ | 323,810 | 323,810 |
| Financial investments | |||||
| Securities and funds in local currency | 4.b | Level 2 | 82,592 | ‐ | 82,592 |
| Derivative instruments | 4.b | Level 2 | 1,162,283 | ‐ | 1,162,283 |
| Trade receivables | 5.a | - | ‐ | 4,269,473 | 4,269,473 |
| Reseller financing | 5.a | - | ‐ | 1,189,886 | 1,189,886 |
| Trade receivables - sale of subsidiaries | 5.c | - | ‐ | 924,364 | 924,364 |
| Other receivables and other assets | - | - | ‐ | 393,036 | 393,036 |
| Total | 1,244,875 | 12,702,447 | 13,947,322 | ||
| Financial liabilities: | |||||
| Financing | 15.a | Level 2 | 1,584,452 | 4,449,857 | 5,853,165 |
| Debentures | 15.a | Level 2 | 4,618,704 | 488,269 | 5,094,933 |
| Derivative instruments | 15.a | Level 2 | 626,735 | ‐ | 626,735 |
| Trade payables | 16.a | - | - | 4,682,671 | 4,682,671 |
| Trade payables - reverse factoring | 16.b | - | ‐ | 1,039,366 | 1,039,366 |
| Subscription warrants – indemnification | 19 | Level 1 | 87,299 | ‐ | 87,299 |
| Financial liabilities of customers | - | - | ‐ | 308,934 | 308,934 |
| Contingent consideration | 28.a | Level 3 | 112,196 | ‐ | 112,196 |
| Other payables | - | - | ‐ | 190,090 | 190,090 |
| Total | 7,029,386 | 11,159,187 | 17,995,389 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The fair value of financial instruments measured at Levels 2 and 3 are described below:
Securities and funds in local currency: Estimated at the fund unit value as of the date of the financial statements, which corresponds to their fair value.
Derivative instruments: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date.
Energy trading futures contracts: The fair value considers: (i) the prices established in recent purchases and sales; (ii) supply risk margin; and (iii) the market price projected in the availability period. Whenever the fair value at initial recognition differs from the transaction price for these contracts, a gain or loss is recognized. The fair value of the contracts is classified as level 2 in the fair value hierarchy.
Financing and debentures: Estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 on the closing date . The fair value calculation of notes in the foreign market used the quoted price in the market.
Contingent consideration: Estimated according to Management’s projections of results based on the discounted cash flow method, considering the contractual goals set for revenue and accounting net cash flow to be achieved in the year ending December 31, 2026, referring to the acquisition of Stella.
The changes in financial liabilities measured at level 3 of the fair value hierarchy are presented below:
| Consolidated | |
|---|---|
| Balance as of December 31, 2023 | 112,196 |
| Update of earnout assumptions | (21,773) |
| Settlement | (7,500) |
| Monetary variation | 7,055 |
| Balance as of September 30, 2024 | 89,978 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Financial risk management
The Company and its subsidiaries are exposed to strategic/operational risks and economic/financial risks. Operational/strategic risks (including demand behavior, competition, technological innovation, and material changes in the industry) are addressed by the Company’s management model.
Economic/financial risks primarily reflect default of customers, behavior of macroeconomic variables, such as commodities prices, exchange and interest rates, as well as the characteristics of the financial instruments used and their counterparties. These risks are managed through specific strategies and control policies.
The Company has a financial risk policy approved by its Board of Directors (“Policy”). In accordance with the Policy, the main objectives of financial management are to preserve the value and liquidity of financial assets and ensure financial resources for the development of the business, including expansions. The main financial risks considered in the Policy are market risks (currencies, interest rates and commodities), liquidity and credit.
The Financial Risk Committee (“Committee”) is responsible for monitoring the compliance with the Policy and deciding on any cases of non-compliance. The Audit and Risk Committee (“CAR”) advises the Board of Directors in the efficiency of controls and in the review of the Risk Management Policy. The Risk, Integrity and Audit Director monitors the compliance with the Policy and reports to CAR and the Board of Directors the exposure to the risks and any cases of non-compliance with the Policy.
The Company and its subsidiaries are exposed to the following risks, which are mitigated and managed using specific financial instruments:
| Risks | Exposure origin | Management |
|---|---|---|
| Market risk - exchange rate | Possibility of losses resulting from exposures to exchange rates other than the functional presentation currency, which may be of a financial or operational origin. | Seek exchange rate neutrality, using hedging instruments if applicable. |
| Market risk - interest rate | Possibility of losses resulting from the contracting of fixed-rate financial assets or liabilities. | Maintain most of the net financial exposure indexed to floating rates, linked to the basic interest rate. |
| Market risk - commodity prices | Possibility of losses resulting from changes in the prices of the main raw materials or products sold by the Company and their effects on profit or loss, balance sheet and cash flow. | Hedging instruments, if applicable. |
| Credit risk | Possibility of losses associated with the counterparty's failure to comply with financial obligations due to insolvency issues or deterioration in risk classification. | Diversification and monitoring of counterparty’s solvency and liquidity indicators. |
| Liquidity risk | Possibility of inability to honor obligations, including guarantees, and incurring losses. | For cash management: financial investments liquidity. For debt management: seek the combination of better terms and costs, by monitoring the ratio of average debt term to financial leverage. |
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| information |
| For the period ended September 30, 2024 |
a. Market risk - exchange and interest rates
Currency risk management is guided by neutrality of currency exposures and considers the risks associated to changes in exchange rates. The Company considers as its main exposure the assets and liabilities in foreign currency.
The Company and its subsidiaries use foreign exchange hedging instruments to protect their assets, liabilities, receipts, disbursements and investments in foreign currencies. These instruments aim to reduce the effects of exchange rate variations, within the exposure limits of its Policy.
As to the interest rate risk, the Company and its subsidiaries raise and invest funds mainly linked to the DI. The Company seeks to maintain most of its financial assets and liabilities with floating interest rates, adopting instruments that hedge against the risk of changes in interest rates.
The assets and liabilities exposed to foreign currency, translated to Reais, and/or exposed to floating interest rates are shown below:
| Note | Currency | Exchange rate — 09/30/2024 | 12/31/2023 | Index | Interest rate — 09/30/2024 | 12/31/2023 | |
|---|---|---|---|---|---|---|---|
| Assets | |||||||
| Cash, cash equivalents, and financial investments | 4.a | USD | 2,602,549 | 371,474 | DI | 3,600,903 | 5,559,318 |
| Trade receivables, net of allowance for expected credit losses | 5.a | USD | 80,091 | 84,855 | - | ‐ | ‐ |
| Trade receivables - sale of subsidiaries | 5.c | BRL/ USD | ‐ | 715,877 | DI | ‐ | 208,487 |
| Other assets in foreign currency | - | USD | 378,240 | 152,393 | - | ‐ | ‐ |
| 3,060,880 | 1,324,599 | 3,600,903 | 5,767,805 | ||||
| Liabilities | |||||||
| Loans, financing and debentures (1) | 15.a | USD/ EUR/ JPY | (6,320 ,709 ) | (5,297,013) | DI | (3,071,657) | (1,242,524) |
| Loans – FINEP | 15.a | ‐ | ‐ | TJLP | - | (1,264) | |
| Payables arising from imports | 16.a | USD | (7 20,596 ) | (1,730,426) | - | ‐ | ‐ |
| (7, 041,305 ) | (7,027,439) | (3,071,657) | (1,243,788) | ||||
| Derivative instruments | 26.f | USD/ EUR/ JPY | 3,651,195 | 5,309,125 | DI | (6,832,808) | (8,567,676) |
| Net liability position - total | (329,230 ) | (393,715) | (6,303,562) | (4,043,659) | |||
| Net liability position - effect on equity | ‐ | (10,857) | ‐ | ‐ | |||
| Net liability position - effect on profit or loss | (329 ,230 ) | (382,858) | (6,303,562) | (4,043,659) |
(1) Gross transaction costs of R$ 8,384 (R$ 10,116 as of December 31, 2023) and discount on notes in the foreign market of R$ 5,961 (R$ 8,107 as of December 31, 2023).
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
Sensitivity analysis with devaluation of the Real and interest rate increase
| Exchange rate - Real devaluation (i) | Interest rate increase (ii) | |
|---|---|---|
| Effect on profit or loss | (9,192) | (46,074) |
| Total | (9,192) | (46,074) |
(i) The average U.S. dollar rate of R$ 5.6002 was used for the sensitivity analysis, based on future market curves as of September 30, 2024 on the net position of the Company exposed to the currency risk, simulating the effects of devaluation of the Real on profit or loss. The closing rate considered was R$ 5.4481. The table above shows the effects of the exchange rate changes on the net liability position of R$ 329,230 in foreign currency as of September 30, 2024.
(ii) For the probable scenario presented, the Company used as a base scenario the market curves affected by the Interbank Deposit (DI) rate and the Long-Term Interest Rate (TJLP). The sensitivity analysis shows the incremental expenses and income that would be recognized in financial result, if the market curves of floating interest at the base date were applied to the average balances of the current year. The annual base rate used was 10.79% and the sensitivity rate was 11.84% according to reference rates made available by B3.
b. Market risk - commodity prices
The Company and its subsidiaries are exposed to commodity price risk, mainly in relation to diesel and gasoline, affected by macroeconomic and geopolitical factors.
The foreign exchange derivative instruments and commodities designated as fair value hedge are concentrated in subsidiary IPP. The objective is to convert the cost of the imported product from fixed to variable until fuel blending, aligning it to the sales price. IPP uses over-the-counter derivatives for this hedge operation, aligning them with the value of the inventories of imported product.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
To mitigate this risk, the Company continuously monitors the market and uses hedge operations with derivative contracts, traded on the stock exchange and the over-the-counter market.
| Derivative | Fair value (R$ thousand) — 09/30/2024 | 12/31/2023 | Possible scenario (∆ of 10% - R$ thousand) — 09/30/2024 | 12/31/2023 |
|---|---|---|---|---|
| Commodity forward | 16,449 | 20,702 | 23,291 | 2,663 |
(1) The table above shows the positions of derivative financial instruments to hedge commodity price risk as of September 30, 2024 and December 31, 2023, in addition to a sensitivity analysis considering a valuation of 10% of the closing price for each year.
c. Credit risk
Credit risk is related to the possibility of non-compliance with a commitment by a counterparty in a transaction. Credit risk is managed strategically and arises from cash equivalents, financial investments, derivative financial instruments and trade receivables, among others.
c.1 Financial institutions and government
The credit risk of financial institutions and governments related to cash and cash equivalents, financial investments and derivative financial instruments as of September 30, 2024, by counterparty rating, is summarized below:
| Counterparty credit rating | Fair value — 09/30/2024 | 12/31/2023 |
|---|---|---|
| AAA | 7,206,167 | 6,714,493 |
| AA | 112,842 | 408,375 |
| A | 11,516 | 464 |
| Others (*) | 39,027 | 47,231 |
| Total | 7,369,552 | 7,170,563 |
(*) Refers substantially to investments as minority interest, which are classified as long-term investments.
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| Notes to the interim financial |
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| For the period ended September 30, 2024 |
c.2 Trade receivables
Credit granting is managed in subsidiaries based on policies and criteria specific to each business segment. The process includes credit analysis, the establishment of limits and required guarantees, with approval at predefined approval levels.
The subsidiaries manage credit throughout the customer’s life cycle, with specific processes for monitoring credit risk and renegotiating or executing credit, as applicable.
For further information on the allowance for expected credit losses, see Note 5.b.
d. Liquidity risk
Liquidity risk is the possibility of the Company facing difficulties to comply with its financial obligations, which must be settled with payments or other financial assets.
The main sources of liquidity of the Company and its subsidiaries arise from:
(i) cash and financial investments;
(ii) cash flow generated by its operations; and
(iii) loans.
The Company and its subsidiaries have sufficient working capital and sources of financing to meet their current needs. As of September 30, 2024, the Company and its subsidiaries had R$ 4,232,771 in cash, cash equivalents, and short-term financial investments (for quantitative information, see Note 4).
The table below presents a summary of financial liabilities and leases payable as of September 30, 2024 by the Company and its subsidiaries, listed by maturity. The amounts presented are the contractual undiscounted cash flows, and may differ from the amounts disclosed in the statement of financial position:
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| Less than 1 year | Between 1 and 3 years | Between 3 and 5 years | More than 5 years | Total | |
|---|---|---|---|---|---|
| Loans including future contractual interest (1) (2) | 3,957,744 | 6,078,175 | 4,524,140 | 1,476,160 | 16,036,219 |
| Derivative instruments (3) | (473,070) | (592,240) | (389,028) | (32,321) | (1,486,659) |
| Trade payables | 3,050,954 | ‐ | ‐ | ‐ | 3,050,954 |
| Trade payables - reverse factoring | 1,291,458 | ‐ | ‐ | ‐ | 1,291,458 |
| Leases payable | 422,286 | 515,646 | 352,544 | 941,222 | 2,231,698 |
| Financial liabilities of customers | 43,172 | 193,947 | ‐ | ‐ | 237,119 |
| Contingent consideration | ‐ | ‐ | 89,978 | ‐ | 89,978 |
| Other payables | 175,230 | 19,403 | ‐ | ‐ | 194,633 |
| 8,467,774 | 6,214,931 | 4,577,634 | 2,385,061 | 21,645,400 |
(1) The interest on loans was estimated based on the US dollar futures contracts, Yen futures contracts, Euro futures contracts and on the future yield curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of September 30, 2024 .
(2) Includes estimated interest on short-term and long-term loans until the contractually foreseen payment date.
(3) The derivative instruments were estimated based on the US dollar futures contracts and the future curves of the DI x fixed rate and DI x IPCA contracts, quoted on B3 as of September 30, 2024. In the table above, only the derivative instruments with negative results at the time of settlement were considered.
e. Capital management
The Company manages and optimizes its capital structure based on indicators to ensure business continuity while maximizing return to its shareholders.
Capital structure is comprised of net debt (loans and financing, including debentures, according to Note 15 and leases payable according to Note 12.b, after deduction of cash, cash equivalents and financial investments, according to Note 4 and equity.
The Company may change its capital structure according to economic and financial conditions. Moreover, the Company also seeks to improve its return on invested capital by implementing efficient working capital management and a selective investment program.
Annually, the Company and its subsidiaries revise their capital structure, evaluating the cost of capital and the risks associated with each class of capital including the leverage ratio analysis, which is determined as the ratio between net debt and equity.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The leverage ratio at the end of the period is as follows:
| Consolidated — 09/30/2024 | 12/31/2023 | |
|---|---|---|
| Gross debt (a) | 15,337,276 | 13,291,951 |
| Cash, cash equivalents, and short-term investments (b) | 7,369,552 | 7,170,563 |
| Net debt = (a) - (b) | 7,967,724 | 6,121,388 |
| Equity | 15,348,484 | 14,029,826 |
| Net debt-to-equity ratio | 51.91% | 43.63% |
f. Selection and use of derivative financial instruments
In selecting derivative instruments the Company considers the estimated rates of return, risks, liquidity, calculation methodology for the carrying and fair values, and the applicable documentation.
Derivative financial instruments are used to hedge identified risks, at amounts that do not exceed 100% of the identified risk. Derivatives are referred to as "derivative instruments" to reflect their restricted function of hedging identified risks.
The table below summarizes the gross balance of the position of derivative instruments contracted as well as of the gains (losses) that affect the equity and the statement of income of the Company and its subsidiaries:
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| For the period ended September 30, 2024 |
| Derivatives designated as hedge accounting — Product | Contracted rates | Maturity | Notional amount (2) | Fair value as of 09/30/2024 | Gains (losses) as of 09/30/202 4 | ||
|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 09/30/2024 | Assets | Liabilities | Results | ||
| Foreign exchange swap (1) | USD + 5.51% | 109.9% of DI | Sept/25 | USD 106,067 | 19,108 | - | 107,921 |
| Foreign exchange swap (1) | EUR + 5.16% | 109.4% of DI | Mar/25 | EUR 115,518 | 48,565 | ‐ | 50,542 |
| Foreign exchange swap (1) | JPY + 1.50% | 109.4% of DI | Mar/25 | JPY 12,849,893 | 20,043 | (52,319) | 48,576 |
| Foreign exchange swap (1) | SOFR + 1.29% | 112.5% of DI | Sept/25 | USD 4,535 | ‐ | (445) | (445) |
| Interest rate swap (1) | 5.07% | 104.0% of DI | Jun/32 | BRL 2,873,693 | 417,696 | ‐ | (166,318) |
| Interest rate swap (1) | 10.48% | 103.6% of DI | Jul/27 | BRL 615,791 | ‐ | (21,572) | (33,845) |
| Commodity forward (1) | BRL | Heating Oil/ RBOB | Dec/24 | USD 80,998 | 2,713 | (1,374) | (17,086) |
| NDF (1) | BRL | USD | Dec/24 | USD 4,275 | 865 | (4,251) | (33,034) |
| Total - Designated | 508,990 | (79,961) | (43,689) | ||||
| Derivatives not designated as hedge accounting | |||||||
| Foreign exchange swap | USD + 0.00% | 52.5% of CDI | Jun/29 | USD 300,000 | 343,543 | ‐ | 142,658 |
| NDF | USD | BRL | Dec/24 | USD 38,498 | (2,675) | ‐ | 42,881 |
| Commodity forward | BRL | Heating Oil/ RBOB | Mar/25 | USD 93,907 | 23,226 | (5,280) | 38,896 |
| Interest rate swap | USD + 5.25% | CDI - 1.4% | Jun/29 | USD 300,000 | ‐ | (249,104) | (84,475) |
| Total – Not d esignated | 364,094 | (254,384) | 139,960 | ||||
| Total | 873,084 | (334,345) | 96,271 |
(1) Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).
(2) Currency as indicated.
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| Notes to the interim financial |
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| For the period ended September 30, 2024 |
| Derivatives designated as hedge accounting — Product | Contracted rates | Maturity | Notional amount (3) | Fair value as of 09/30/2023 | Gains (losses) as of 09/30/2023 | |||
|---|---|---|---|---|---|---|---|---|
| Assets | Liabilities | 09/30/2023 | Assets | Liabilities | Results | Equity | ||
| Foreign exchange swap (2) | USD + 0.00% | 53.6% of DI | Oct/26 | USD 234,000 | ‐ | (117,283) | (77,648) | (37,020) |
| Foreign exchange swap (1) | USD + 5.41% | 110.0% of DI | Sept/25 | USD 206,067 | ‐ | (87,173) | (189,714) | ‐ |
| Foreign exchange swap (1) | EUR + 5.12% | 111.9% of DI | Jan/24 | EUR 22,480 | ‐ | (21,011) | (21,786) | ‐ |
| Foreign exchange swap (1) | JPY + 1.50% | 109.4% of DI | Mar/25 | JPY 12,564,393 | ‐ | (114,624) | (124,604) | ‐ |
| Interest rate swap (1) | IPCA + 5.03% | 102.9% of DI | Jun/32 | BRL 3,226,054 | 290,380 | ‐ | 11,390 | ‐ |
| Interest rate swap (1) | 10.15% | 104.0% of DI | Jun/27 | BRL 415,791 | ‐ | (9,527) | (3,857) | ‐ |
| Commodity forward (1) | BRL | Heating Oil/ RBOB | Dec/23 | USD 44,856 | 3,441 | (7,412) | (161,383) | ‐ |
| NDF (1) | BRL | USD | Oct/23 | USD 89,362 | 834 | (3,655) | 8,818 | ‐ |
| Total - Designated | 294,655 | (360,685) | (558,784) | (37,020) | ||||
| Derivatives not designated as hedge accounting | ||||||||
| Foreign exchange swap | USD + 0.00% | 53.0% of CDI | Jun/29 | USD 375,000 | 153,337 | (49,471) | (179,939) | ‐ |
| NDF | USD | BRL | Nov/23 | USD 187,718 | 16,711 | (1,427) | (67,516) | ‐ |
| Commodity forward | BRL | Heating Oil/ RBOB | Jan/24 | USD 363 | 980 | (305) | 5,808 | ‐ |
| Interest rate swap | USD + 5.25% | 1.4% of CDI | Jun/29 | USD 300,000 | ‐ | (286,457) | (30,735) | ‐ |
| Total – Not d esignated | 171,028 | (337,660) | (272,382) | - | ||||
| Total | 465,683 | (698,345) | (831,166) | (37,020) |
(1) Derivative financial instruments designated for fair value hedge accounting (see Note 26.g.1).
(2) Derivative financial instruments designated for cash flow hedge accounting (see Note 26.g.2).
(3) Currency as indicated.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
g. Hedge accounting
The Company and its subsidiaries use derivative and non-derivative financial instruments for hedging purposes and test, throughout the duration of the hedge, their effectiveness, as well as the changes in their fair value.
The hedged items and the hedging instruments have a high correspondence, since the contracted instruments have characteristics equivalent to the transactions considered as the hedged item. The Company and its subsidiaries designated a hedge ratio for transactions designated as hedge accounting, since the underlying risks of the hedging instruments correspond to the risks of the hedged items.
The Company and its subsidiaries discontinue the hedge accounting when the hedging instrument is settled, the hedged item ceases to exist or the hedge no longer meets the requirements for hedge accounting due to the absence of an economic relationship between the hedged item and the hedging instrument.
g.1 Fair value hedge
The Company and its subsidiaries use derivative financial instruments such as fair value hedge to mitigate the risk of variations in interest and exchange rates, which affect the amount of contracted debts.
g.2 Cash flow hedge
In September 2024, the Company and its subsidiaries do not have cash flow hedges.
h. Financial instruments (energy trading futures contracts)
The Company through its subsidiaries operate in the Free Contracting Environment (ACL) and have entered into bilateral energy purchase and sale contracts with different market players. Accordingly, the Company assumes short and long-term commitments. As a result of mismatched operations, it assumes energy surplus or deficit positions, which are measured at a future market price curve (forward curve). Therefore, the Company designates these contracts as financial instruments, according to IFRS 9/CPC 48, at the beginning of the contract, to include the recording of the correct exposure to the risk of future purchase and sale transactions of bilateral contracts.
Sensitivity analysis – level 2 hierarchy
| Financial assets | Fair value of energy contracts — 344,593 | Sensitivity of inputs to fair value (a) — +10% | 417,735 |
|---|---|---|---|
| -10% | 309,955 | ||
| Financial liabilities | 148,915 | +10% | 224,047 |
| -10% | 112,287 |
(a) This 10% variation scenario represents a fluctuation considered reasonable by the Company, based on the history of negotiations concluded under similar market conditions.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
a. Contracts
Subsidiary Ultracargo Logística has agreements related to its port facilities in Aratu, Suape, Itaqui and Vila do Conde. Such agreements establish a minimum cargo movement, as shown below:
| Port | Minimum movement per year | Maturity |
|---|---|---|
| Aratu (*) | 900,000 ton. | 2022 |
| Suape | 250,000 ton. | 2027 |
| Suape | 400,000 ton. | 2029 |
| Aratu | 465,403 ton. | 2031 |
| Itaqui | 1,468,105 m 3 | 2049 |
| Vila do Conde | 343,625 ton. | 2044 |
(*) Contract in the process of being renewed with the appropriate body, being judicialized by favorable decision, until the public entity completes the analysis so that the new amendment is signed. In a decision by the Ministry of Infrastructure, the investment plans presented by Ultracargo were preliminarily approved, and the Waterway Transport Regulatory Agency (ANTAQ) approved the technical, economic and environmental feasibility study of this extension project.
If the annual movement is less than the minimum contractual movement, the subsidiary is liable to pay the difference between the effective movement and the minimum contractual movement, based on the port tariff rates in effect on the date established for payment. As of September 30, 2024, these rates were R$ 9.64 and R$ 3.05 per ton for Aratu and Suape, respectively, and R$ 0.98 per m³ for Itaqui. According to contractual conditions and tolerances, as of September 30, 2024, there were no material pending issues regarding the minimum limits of the contract.
a. Serra Diesel Transportador Revendedor Retalhista Ltda.
On September 1, 2023, through the subsidiary Ultrapar Mobilidade Ltda. the Company acquired 60% of the voting share capital of Serra Diesel Transportador Revendedor Retalhista Ltda. (“Serra Diesel”), qualifying the transaction as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. The acquisition complements Ultrapar's operations in the mobility and liquid fuel distribution segment.
Serra Diesel was established in 2006 and its main activity is the fuel trade carried out by a wholesale carrier-reseller-retailer, with presence in the southern region of Brazil.
The initial payment, including the capital contribution in the amount of R$ 16,193, totaled R$ 21,193. The remaining amount of R$ 4,816 , was recorded under “Other payables” and paid after the contractual clauses have been fulfilled. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of August 31 and determined the final goodwill in the amount of R$ 1,413.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
The table below summarizes the provisional balances of assets acquired and liabilities assumed on the acquisition date recognized at fair value, subject to adjustment for purchase price allocation and goodwill determination:
| Assets | |
|---|---|
| Cash and cash equivalents | 1,719 |
| Trade receivables | 28,475 |
| Inventories | 9,128 |
| Recoverable taxes | 2,551 |
| Other receivables | 55 |
| Other investments | 298 |
| Right-of-use assets, net | 25,500 |
| Property, plant and equipment, net | 41,938 |
| Intangible assets, net | 11,634 |
| Liabilities | |
|---|---|
| Loans and financing | 17,337 |
| Trade payables | 26,965 |
| Salaries and related charges | 1,933 |
| Taxes payable, income and social contribution taxes payable | 376 |
| Leases payable | 25,500 |
| Other payables | 8,194 |
| Goodwill based on expected future profitability | 1,413 |
| Non-controlling interests | 16,397 |
| Assets and liabilities consolidated in the opening balance | 26,009 |
| Assets acquired | |
|---|---|
| Liabilities assumed | 48,183 |
| Goodwill based on expected future profitability | 1,413 |
| Acquisition value | 26,009 |
| Comprised by | |
| Cash | 5,000 |
| Acquisition of ownership interest via capital contribution (as non-controlling interests) | 16,193 |
| Contingent consideration to be settled | 4,816 |
| Total consideration | 26,009 |
| Net cash outflow resulting from acquisition | |
|---|---|
| Initial consideration in cash | (5,000) |
| Contingent consideration settled | (4,816) |
| Cash and cash equivalents acquired | 1,719 |
| Total | (8,096) |
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| For the period ended September 30, 2024 |
b. Opla - Terminal de Combustíveis Paulínia S.A.
On July 1, 2023, through its subsidiary Ultracargo Logística S.A., the Company acquired a 50% interest in Terminal de Combustíveis Paulínia S.A. (“Opla”), qualifying the transaction as an acquisition of a joint venture as defined in IAS 28 (CPC 18 (R2) – Investments in Associates and Joint Ventures) and IFRS 11 (CPC 19 (R2) - Joint Arrangements). The acquisition of interest in Opla marked Ultracargo's entry into the inland liquid bulk storage and logistics segment, integrated with port terminals, in line with its growth plan. With the acquisition, Ultracargo and BP Biofuels Brazil Investments Ltd. (“BP”) become joint ventures of Opla.
The total amount of the operation was R$ 237,500 subject to working capital and net debt adjustments. The purchase price includes the transaction amount, including estimated working capital and net debt adjustments. The transaction was paid in a single installment of R$ 210,096 on July 1, 2023. The Company, based on applicable accounting standards and supported by an independent appraisal firm, calculated the definitive amounts for the purchase price allocation as of June 30, 2024, and determined the final goodwill in the amount of R$117,306.
The following table summarizes the balances of assets acquired and liabilities assumed at fair value on the acquisition date, including goodwill determination:
| Assets | |
|---|---|
| Cash and cash equivalents | 3,248 |
| Trade receivables | 6,107 |
| Recoverable taxes | 402 |
| Other receivables and other assets | 1,057 |
| Property, plant and equipment, net | 248,951 |
| Intangible assets, net | 10,441 |
| Liabilities | |
| Loans and financing | 44,568 |
| Trade payables | 911 |
| Salaries and related charges | 1,430 |
| Taxes payable, income and social contribution taxes payable | 13,974 |
| Other payables | 23,923 |
| Fair value of investee’s assets and liabilities | 185,580 |
| Fair value of assets and liabilities according to Ultracargo's interest | 92,790 |
| Goodwill based on expected future profitability | 117,306 |
| Acquisition value | 210,096 |
The goodwill determined on the operation is based on the expected future profitability and on the synergy with the operations of Ultracargo, supported by the appraisal report, after allocation of the identified assets. The goodwill is expected to be deductible for income tax purposes.
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| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
In the process of identifying assets and liabilities, intangible assets that were not recognized in the books of the acquired entity were also considered, as shown below:
| R$ | Useful life | Amortization method | |
|---|---|---|---|
| Licenses | 612 | 5 years | Straight line |
| Customer list and relationship | 4,609 | 6 years | Straight line |
| Total | 5,221 |
c. Hidrovias do Brasil S.A.
In 2023, the Company began the process of acquiring an interest in Hidrovias do Brasil S.A. (“Hidrovias”), through the purchase of a 4.99% direct interest and a 4.99% indirect interest, through Total Return Swaps (“TRS”), recognized as financial asset and measured at fair value in accordance with IFRS 9/CPC 48. On March 18, 2024, the Company contributed its direct interest to its subsidiary Ultrapar Logística Ltda. and settled the TRS. From this date, all transactions have been carried out through the subsidiary Ultrapar Logística Ltda.
On May 7, 2024, the subsidiary Ultrapar Logística completed the purchase of 128,369,488 shares from Pátria Investimentos that represented 16.88% of its share capital of Hidrovias, for R$ 3.98/share.
In May 2024, when obtaining sufficient evidence demonstrating its power to exert significant influence on decisions regarding Hidrovias' financial and operational policies, the subsidiary Ultrapar Logística began to recognize its interest in Hidrovias as an investment in an associate with significant influence, in accordance with IAS 28/CPC 18.
In the period ended September 30, 2024, after the purchases of interests additional to those mentioned above, subsidiary Ultrapar Logística totaled an interest equivalent to 39.98% of Hidrovias' share capital.
The transaction amountsfor acquiring an interest in Hidrovias are shown below:
| Amount paid for the acquisition of shares – financial asset | 579,066 |
|---|---|
| Gain (loss) on fair value adjustment of financial assets | 66,267 |
| Total financial asset transferred to the investments line item | 645,333 |
| Subsequent acquisitions of additional interests | 647,201 |
| Total investment in Hidrovias (A) | 1,292,534 |
| Participation equivalent to equity of the associate (B) | 534,639 |
| Provisional goodwill on acquisition of investment (A-B) | 757,895 |
The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities, and the purchase price allocation (“PPA”) will be completed in 2025.
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
d. WTZ Participações S.A.
On September 1, 2024, through the subsidiary Cia Ultragaz, the Company acquired 51.7% of the voting share capital of WTZ Participações S.A. (“Witzler”). The transaction qualifies as a business combination as defined in IFRS 3 (CPC 15 (R1)) – Business Combinations. This acquisition is in line with Ultragaz's strategy to expand its offering of energy solutions to its customers, leveraging on its capillarity, commercial strength, brand and extensive base of corporate and residential customers.
Witzler was founded in 2015 and its main activities are the sale of electric energy in the free market and energy management, with a national presence.
The initial payment, including the capital contribution of R$49,490, totaled R$104,490. The remaining transaction amount of R$45,384 was recorded under “Other payables” and will be paid after the contractual clauses have been fulfilled. The Company, based on applicable accounting standards and supported by an independent appraisal firm, is determining the statement of financial position as at the acquisition date, the fair value of assets and liabilities and, consequently, goodwill. The provisional goodwill determined is R$56,791. The purchase price allocation (“PPA”) will be completed in 2025.
The table below summarizes the balances of assets acquired and liabilities consolidated on the acquisition date, subject to adjustment for purchase price allocation and goodwill determination:
| Assets | |
|---|---|
| Cash and cash equivalents | 5,399 |
| Trade receivables | 33,168 |
| Recoverable taxes | 3,036 |
| Prepaid expenses | 170 |
| Other receivables | 306 |
| Other investments | 5 |
| Property, plant and equipment, net | 1,684 |
| Intangible assets, net | 11 |
| Derivative instruments | 200,686 |
| Liabilities | |
| Loans and financing | 68 |
| Trade payables | 27,192 |
| Salaries and related charges | 2,533 |
| Taxes payable, income and social contribution taxes payable | 81,112 |
| Other payables | 3,004 |
| Goodwill based on expected future profitability | 56,791 |
| Non-controlling interests | 63,058 |
| Assets and liabilities consolidated in the opening balance | 124,288 |
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| Ultrapar Participações S.A. and Subsidiaries |
|---|
| Notes to the interim financial |
| information |
| For the period ended September 30, 2024 |
| Assets acquired | 126,388 |
|---|---|
| Liabilities assumed | 58,891 |
| Goodwill based on expected future profitability | 56,791 |
| Acquisition value | 124,288 |
| Comprised by | |
|---|---|
| Cash | 55,000 |
| Acquisition of ownership interest via capital contribution (as non-controlling interests) | 23,904 |
| Contingent consideration to be settled | 45,384 |
| Total consideration | 124,288 |
| Net cash outflow resulting from acquisition | |
|---|---|
| Initial consideration in cash | (55,000) |
| Cash and cash equivalents acquired | 5,399 |
| Acquisition value | (49,601) |
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3Q24 Earnings Release
São Paulo, N ovem ber 13, 2024 – Ultrapar Participações S.A . (“Company” or “Ultrapar”, B3: UGPA3 / NYSE: UGP), operating in energy, mobility, and logistics infrastructure through Ipiranga, Ultragaz, Ultracargo and Hidrovias do Brasil (B3: HBSA3, “Hidrovias”), today announces its results for the third quarter of 2024.
| Net revenues | Adjusted EBITDA ¹ | Recurring Adjusted EBITDA¹ |
|---|---|---|
| R$ 3 5 bil lion | R$ 1 . 5 b il lion | R$ 1 . 5 bil lion |
| Net income | Cash generation from operations | Investment s |
|---|---|---|
| R$ 698 m il lion | R$ 780 m il lion | R$ 519 mil lion |
1 Accounting adjustments and non-recurring items described in the EBITDA calculation table – page 2
Highlights
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Considerations on the financial and operational information
The financial information presented on this document were extracted from the individual and consolidated interim financial information ("Quarterly Information") for the three months period ended on September 30, 2024, and prepared in accordance with the pronouncement CPC 21 (R1) - Interim Financial Reporting and the International Accounting Standard IAS 34 issued by the International Accounting Standards Board ("IASB"), and presented in accordance with the applicable rules for Quarterly Information, issued by the Brazilian Securities and Exchange Commission (“CVM”) . The result of Hidrovias is accounted for with a two-month delay , impacting Ultrapar’s result through the “share of profit (loss) of subsidiaries, joint ventures and associates” line starting from July 2024 . The information on Ipiranga, Ultragaz and Ultracargo is presented without the elimination of intersegment transactions. Therefore, the sum of such information may not correspond to Ultrapar’s consolidated information. Additionally, the financial and operational information is subject to rounding and, consequently, the total amounts presented in the tables and charts may differ from the direct numerical sum of the amounts that precede them.
Information denominated EBITDA (Earnings Before Interests, Taxes on Income and Social Contribution on Net Income, Depreciation and Amortization); Adjusted EBITDA – adjusted by the amortization of contractual assets with customers – exclusive rights and by the amortization of fair value adjustments on associates acquisition; Recurring Adjusted EBITDA – adjusted by non-recurring items; and EBIT (Earnings Before Interest and Taxes on Income and Social Contribution on Net Income) are presented in accordance to Resolution 156, issued by the CVM on June 23, 2022. The calculation of EBITDA based on net income is shown below:
| R$ mil lion | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 | YTD — 9M24 | 9M23 |
|---|---|---|---|---|---|
| Net income | 698 | 891 | 491 | 1 , 645 | 1 , 404 |
| (+) Income and social contribution taxes | 308 | 386 | 193 | 710 | 538 |
| (+) Net financial (income) expenses | 108 | 301 | 206 | 597 | 829 |
| (+) Depreciation and amortization | 275 | 279 | 322 | 874 | 828 |
| EBITDA | 1 , 389 | 1 , 858 | 1 , 212 | 3 , 826 | 3 , 598 |
| Accounting adjustment | |||||
| (+) Amortization of contractual assets with customers - exclusive rights | 148 | 143 | 122 | 403 | 446 |
| (+) Amortization of fair value adjustments on associates acquisition | 0 | - | 2 | 2 | - |
| Adjusted EBITDA | 1,537 | 2,001 | 1,336 | 4,231 | 4,044 |
| Ipiranga¹ | 967 | 1,493 | 817 | 2,604 | 2,541 |
| Ultragaz | 448 | 453 | 414 | 1,263 | 1,242 |
| Ultracargo | 168 | 173 | 165 | 498 | 476 |
| Holding, Hidrovias and other companies¹ | |||||
| Holding | (52) | (54) | (53) | (145) | (156) |
| Hidrovias | 9 | - | - | 9 | - |
| Other companies | (4) | (4) | (8) | (14) | 1 |
| Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma | - | - | - | 16 | - |
| Elimination of the sale of the Rondonópolis base | - | (59) | - | - | (59) |
| Non-recurring items that affected EBITDA | |||||
| (-) Results from disposal of assets (Ipiranga) | (31) | (68) | (36) | (104) | (155) |
| (-) Earnout Stella (Ultragaz) | - | - | (17) | (17) | - |
| (-) Extraordinary expenses/provisions and post-closing adjustments from the sales of Oxiteno and Extrafarma | - | - | - | (16) | - |
| (+) Elimination of the sale of the Rondonópolis base | - | 59 | - | - | 59 |
| Recurring Adjusted EBITDA | 1,506 | 1,992 | 1,282 | 4,093 | 3,948 |
| Ipiranga¹ | 936 | 1,425 | 781 | 2,499 | 2,386 |
| Ultragaz | 448 | 453 | 397 | 1,246 | 1,242 |
| Ultracargo | 168 | 173 | 165 | 498 | 476 |
| Holding, Hidrovias and other companies 1 | |||||
| Holding | (52) | (54) | (53) | (145) | (156) |
| Hidrovias | 9 | - | - | 9 | - |
| Other companies | (4) | (4) | (8) | (14) | 1 |
1 Balance prior to 2024 were restated between Ipiranga and other companies, reflecting the new organizational structure of KMV (formerly abastece aí).
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R$ million
| ULTRAPAR | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 | 3 Q 24 x 3 Q 23 | 3 Q 24 x 2 Q 24 | YTD — 9M24 | 9M23 | 9M24 x 9M23 |
|---|---|---|---|---|---|---|---|---|
| Net revenues | 35,358 | 32,484 | 32,344 | 9% | 9% | 98,098 | 92,628 | 6% |
| Adjusted EBITDA | 1,537 | 2,001 | 1,336 | -23% | 15% | 4,231 | 4,044 | 5% |
| Recurring Adjusted EBITDA¹ | 1,506 | 1,992 | 1,282 | -24% | 17% | 4,093 | 3,948 | 4% |
| Depreciation and amortization² | 423 | 423 | 446 | 0% | -5% | 1,279 | 1,274 | 0% |
| Financial result | (108) | (301) | (206) | -64% | -47% | (597) | (829) | -28% |
| Net income | 698 | 891 | 491 | -22% | 42% | 1,645 | 1,404 | 17% |
| Investments | 519 | 380 | 479 | 37% | 8% | 1,437 | 1,130 | 27% |
| Cash flow from operating activities | 780 | 1,901 | 1,298 | -59% | -40% | 1,505 | 2,088 | -28% |
| 1 Non-recurring items described in the EBITDA calculation table – page 2 |
|---|
| 2 Includes amortization of contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition |
Net revenues – Total of R$ 3 5 , 358 mil lion ( +9 % vs 3 Q 23 and 2 Q 24 ), driven by higher revenue s from Ipiranga and Ultragaz.
Recurring Adjusted EBITDA – Total of R$ 1,506 million (-24% vs 3Q23), due to lower EBITDA from Ipiranga. Compared to 2Q24, recurring Adjusted EBITDA increased by 17%, mainly due to better results from Ipiranga and Ultragaz.
Results from the Holding , Hidrovias and other companies – Ultrapar recorded a negative result of R$ 46 million from the Holding , Hidrovias and other companies, comprised of (i) R$ 52 million negative EBITDA from the Holding, (ii) R$ 9 million from Hidrovias and (iii) R$ 4 million negative EBITDA from other companies, mainly due to the worse performance of the Refinaria Riograndense .
Depreciation and amortization – Total of R$ 423 million, stable compared to 3Q23 and 5% lower compared to 2Q24, mainly due to lower depreciation and amortization expenses at Ultragaz.
Financial result – Ultrapar recorded a net financial expense of R$ 108 million in 3Q24, an improvement of R$ 192 million compared to 3Q23, mainly due to a lower CDI rate and the one- off positive mark-to-market result of R$ 5 4 million this quarter . Compared to 2Q24, when net financial expense s w ere R$ 206 million, the difference is mainly explained by the positive mark-to-market result in 3Q24, compared to the one- off negative result of R$ 16 million in 2Q24.
Net income – Total of R$ 698 million (-22% vs 3Q23), due to lower EBITDA, partially offset by lower net financial expense s . Compared to 2Q24, net income increased by 42%, due to higher EBITDA and lower net financial expenses .
Cash flow from operating activities – Operating cash generation of R$ 780 million in 3Q24, impacted by the reduction of R$ 240 million in draft discount in 3Q24. Compared to the generation of R$ 1,901 million in 3Q23, there was a reduction mainly due to lower EBITDA and higher investment in working capital.
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| IPIRANGA | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 | 3 Q 24 x 3 Q 23 | 3 Q 24 x 2 Q 2 4 | 9M 2 4 | 9M2 3 | 9M 24 x 9M 23 |
|---|---|---|---|---|---|---|---|---|
| Total volume ( ‘ 000 m³ ) | 6 , 123 | 5 , 915 | 5 , 850 | 4% | 5% | 17 , 556 | 17 , 006 | 3% |
| Diesel | 3 , 283 | 3 , 215 | 3 , 016 | 2% | 9% | 9 , 049 | 8 , 931 | 1% |
| Otto cycle | 2 , 735 | 2 , 607 | 2 , 727 | 5% | 0% | 8 , 207 | 7 , 805 | 5% |
| O thers ¹ | 105 | 93 | 107 | 13% | -1% | 300 | 270 | 11% |
| Adjusted EBITDA (R$ million) | 967 | 1 , 493 | 817 | -35% | 18% | 2 , 604 | 2 , 541 | 2% |
| Adjusted E BITDA margin (R$/m³) | 158 | 252 | 140 | -37% | 13% | 148 | 149 | -1% |
| N on-recurring ² | 31 | 68 | 36 | -54% | -14% | 104 | 155 | -33% |
| Recurring Adjusted EBITDA (R$ million) | 936 | 1 , 425 | 781 | -34% | 20% | 2 , 499 | 2 , 386 | 5% |
| Recurring Adjusted EBITDA margin (R$/m³) | 153 | 241 | 133 | -37% | 15% | 142 | 140 | 1% |
| Recurring Adjusted LTM EBITDA (R$ million) ³ | 3,660 | 2,686 | 4,148 | 36% | -12% | |||
| Recurring Adjusted LTM EBITDA margin (R$/m³) | 155 | 117 | 177 | 33% | -13% | |||
| 1 Fuel oils, arla 32, kerosene, lubricants and greases 2 Non-recurring items described in the EBITDA calculation table – page 2 3 Apart from the non-recurring items described on page 2, the LTM EBITDA calculation does not consider (i) in 4Q22: results from disposal of assets of R$ 41 million, credits and provisions of R$ 82 million, extraordinary tax credits of R$ 638 million and (ii) in 4Q23: results from disposal of assets of R$ 14 million, credits and provisions of R$ 20 million, extraordinary tax credits of R$ 563 millio n |
Operational performance – Ipiranga’s sales volume grew by 4% compared to 3Q23, with a 5% increase in the Otto cycle, with a great er share of ethanol over gasoline in the product mix, and a 2% increase in diesel. Compared to 2Q24, the volume was 5% higher, mainly due to a 9% increase in diesel, a result of the typical seasonality between periods.
Net revenues – Total of R$ 32,115 million (+9% vs 3Q23 and 2Q24), mainly due to higher sales volume and the pass-through of fuel cost increases.
Cost of goods sold – Total of R$ 30,610 million (+11% vs 3Q23 and +9% vs 2Q24), mainly due to higher fuel costs and higher sales volume.
Sales, general and administrative expenses – Total of R$ 752 million (-4% vs 3Q23), due to lower contingency expenses, offset by higher provisions for doubtful accounts and personnel (collective bargaining agreement). Compared to 2Q24, general, administrative, and sales expenses decreased by 9%, reflecting lower personnel and depreciation expenses.
Other operating results – Total of negative R$ 124 million, an improvement of R$ 55 million compared to 3Q23, mainly due to lower expenses with carbon tax credits , and a reduction of R$ 14 million compared to 2Q24 .
Result from disposal of assets – Total of R$ 31 million, resulting from the sale of 7 real estate assets , representing a 54% reduction compared to 3Q23 and 14% compared to 2Q24.
Recurring Adjusted EBITDA – Total of R$ 936 million, a 34% reduction compared to 3Q23, mainly due to lower margins ( Ipiranga’s record result in 3Q23 ) and lower inventory gains in the period. Compared to 2Q24, the recurring Adjusted EBITDA increased by 20%, due to the reduc tion of sector irregularities , higher sales volume, and lower expenses.
Investments – R$ 239 million w as invested in the quarter, directed towards the expansion and maintenance of Ipiranga’s service station s and franchises network and to logistics infrastructure, in addition to investments for the development of the company’s technology platform. O ut o f the total investments, R$ 67 million refer s to fixed assets and additions to intangible assets , R$ 149 million to contractual assets with customers (exclusi vity rights), and R$ 22 million to installments from financing granted to customers and advance payments of rentals, net of releases.
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| UL TRAGAZ | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 | 3 Q 24 x 3 Q 23 | 3 Q 24 x 2 Q 24 | YTD — 9M 2 4 | 9M 2 3 | 9M 24 x 9M 23 |
|---|---|---|---|---|---|---|---|---|
| T otal volume ( k ton ) | 473 | 456 | 437 | 4% | 8% | 1 , 311 | 1 , 315 | 0% |
| Bottled | 297 | 292 | 281 | 2% | 6% | 831 | 847 | -2% |
| Bulk | 175 | 164 | 156 | 7% | 12% | 480 | 468 | 3% |
| Adjusted EBITDA (R$ million) | 448 | 453 | 414 | -1% | 8% | 1 , 263 | 1 , 242 | 2% |
| Adjusted EBITDA margin ( R$/ton) | 948 | 992 | 948 | -4% | 0% | 963 | 945 | 2% |
| N on-recurring ¹ | - | - | 17 | n/a | n/a | 17 | - | n/a |
| Recurring Adjusted EBITDA (R$ million) | 448 | 453 | 397 | -1% | 13% | 1 , 246 | 1 , 242 | 0% |
| Recurring Adjusted EBITDA margin (R$/ton) | 948 | 992 | 909 | -4% | 4% | 950 | 945 | 1% |
| Recurring Adjusted LTM EBITDA ² (R$ million) | 1 , 652 | 1 , 607 | 1 , 656 | 3% | 0% | |||
| Recurring Adjusted LTM EBITDA margin ² (R$/ton) | 953 | 920 | 964 | 3% | -1% | |||
| 1 Non-recurring items described in the EBITDA calculation table – page 2 2 LTM EBITDA does not consider R$ 333 million of extraordinary tax credits in 4Q22 |
Operational performance – The volume sold by Ultragaz’s in 3Q24 increased by 4% compared to 3Q23, as a result of a 7% increase in sales of bulk LPG , mainly due to higher sales to industries, as well as a 2% increase in sales of bottled LPG , driven by higher market demand. Compared to 2Q24, sales volume was 8% higher, reflecting higher sales to industries and the typical seasonality between periods.
Net revenues – Total of R$ 3,027 million (+12% vs 3Q23 and 2Q24), mainly due to higher sales volume and the pass-through of LPG cost increases.
Cost of goods sold – Total of R$ 2,422 million (+15% vs 3Q23), due to higher sales volume and higher expenses with freight, personnel and bottle requalification. Compared to 2Q24, the cost of goods sold increased by 12%, mainly due to higher sales volume and LPG cost increases during the period.
Sales, general and administrative expenses – Total of R$ 241 million (+1% vs 3Q23), reflecting higher personnel expenses (collective bargaining agreement), provisions for doubtful accounts , and freight (higher sales volume), offset by initiatives to increase operational efficiency and lower sales commission expenses. Compared to 2Q24, sales, general and administrative expenses increased by 6%, mainly due to higher expenses with freight (higher sales volume) and personnel .
Other operating results – Total of R$ 13 million, an improvement of R$ 6 million compared to 3Q23, due to the receipt of compensation s and contractual fines. Compared to 2Q24, the other operating results line was worse by R$ 8 million, mainly due to a non-recurring effect related to the reduction of R$ 17 million in the earnout payable from the acquisition of Stella, due to the exit of a partner in the 2Q24 , offset by the aforementioned receipts .
Recurring Adjusted EBITDA – Total of R$ 448 million (-1% vs 3Q23) . Compared to 2Q 24, EBITDA increased by 13%, due to higher sales volume and a more normalized commercial environment in the bottled segment .
Investments – R$ 109 million was invested in the quarter, primarily directed towards equipment installed for new customers in the bulk segment, the acquisition and replacement of bottles , and expansion into new energy segments .
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| UL TRACARGO | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 | 3 Q 24 x 3 Q 23 | 3 Q 24 x 2 Q 24 | YTD — 9M 23 | 9M24 | 9M24 x 9M23 |
|---|---|---|---|---|---|---|---|---|
| Installed capacity ¹ ( ‘000 m³) | 1 , 067 | 1 , 059 | 1 , 067 | 1% | 0% | 1 , 067 | 990 | 8% |
| m³ sold ( ‘000 m³) | 4 , 357 | 4 , 342 | 4 , 307 | 0% | 1% | 12 , 860 | 11 , 431 | 12% |
| Adjusted EBITDA (R$ mil lion ) | 168 | 173 | 165 | -3% | 2% | 498 | 476 | 5% |
| Adjusted EBITDA margin (%) | 63% | 65% | 63% | -2.1pp | 0.6pp | 63% | 63% | 0.1pp |
| Adjusted LTM EBITDA (R$ mil lion ) | 653 | 606 | 658 | 8% | -1% | |||
| Adjusted LTM EBITDA margin (%) | 62% | 61% | 63% | 0.8pp | -0.5pp | |||
| 1 Monthly average |
Operational performance – Ultracargo’s average installed capacity grew by 1% compared to 3Q23, due to the addition of the Rondonópolis base in 2023. The m³ sold remained stable compared to 3Q23, with the start up of operations in Rondonópolis and higher handling in Opla , Vila do Conde, and Suape being offset by lower spot handling in Santos, Itaqui e Aratu . Compared to 2Q24, m³ sold increased by 1%, due to high er handling in Itaqui and Suape , offset by lower handling in Aratu .
Net revenues – Total of R$ 266 million (+1% vs 3Q23), due to better tariffs, despite lower spot sales (which have higher rates) . Compared to 2Q24, net revenue s increased by 1%, due to higher m³ sold and higher spot sales.
Cost of services provided – Total of R$ 97 million (+15% vs 3Q23), due to higher handling in the new terminals . Compared to 2Q24, the cost of services provided increased by 1%, due to higher personnel costs .
Sales, general and administrative expenses – Total of R$ 45 million, stable compared to 3Q23. Compared to 2Q24, sales, general and administrative expenses increased by 1% due to higher personnel expenses .
Adjusted EBITDA – Total of R$ 168 million (-3% vs 3Q23), reflecting mainly lower spot sales . Compared to 2Q24, Adjusted EBITDA increased by 2%, due to a higher m³ sold .
Investments – Investments during the period totaled R$ 164 million, primarily directed towards construction or expansion projects at the Palmeirante , Opla , Itaqui , Santos and Rondonópolis terminals , in addition to investments aimed at increasing efficiency, maintenance, and operational safety at the terminals.
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R$ million
| U LTRAPAR - Indebtedness | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 |
|---|---|---|---|
| Cash and cash equivalents | 7 , 370 | 6 , 828 | 7 , 429 |
| Gross debt | (13 , 848) | (12 , 378) | (13 , 703) |
| Leases payable | (1 , 489) | (1 , 532) | (1 , 426) |
| Net debt | (7 , 968) | (7 , 082) | (7 , 700) |
| Net debt / Adjusted LTM EBITDA¹ | 1 . 3x | 1 . 4x | 1 . 2x |
| Trade payables – reverse factoring (draft discount) | (1 , 291) | (1 , 175) | (1 , 531) |
| Financial liabilities of customers (vendor) | (211) | (354) | (244) |
| Receivables from divestments ( Oxiteno and Extrafarma ) | - | 932 | 220 |
| Net debt + draft discount + vendor + receivables | (9 , 470) | (7 , 67 9 ) | (9 , 256) |
| Average gross debt duration (years) | 3 . 3 | 3 . 9 | 3 . 3 |
| Average cost of gross debt | 110% DI | 106% DI | 110% DI |
| DI + 1 . 0% | DI + 0 . 8% | DI + 1 . 0% | |
| Average cash yield (% DI) | 97% | 99% | 99% |
| 1 LTM Adjusted EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits |
Ultrapar ended 3Q 24 with a net debt of R$ 8.0 billion (1.3x Adjusted LTM EBITDA), compared to R$ 7.7 billion in June 2024 (1.2x Adjusted LTM EBITDA). The increase in net debt is mainly due to the reduction of R$ 240 million in draft discount balance and the payment of dividends in August 2024. The increase in financial leverage reflects the lower EBITDA and higher net debt .
Cash and maturity profile and breakdown of the gross debt (R$ m illion) :
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Updates on ESG themes
Ipiranga, Ultragaz, Ultracargo , and Hidrovias do Brasil received the Gold Seal from the GHG Protocol Program , which recognizes companies with emissions inventories verified by external assurance, highlighting their commitment to transparency and international quality standards.
In September, Ultrapar, Ipiranga and Iconic participated in ROG.e 2024 (Rio Oil and Gas) , one of the largest global energy events, held in Rio de Janeiro with over 76 thousand participants. Panel discussions addressed topics such as the Brazilian energy matrix, public policies for energy transition, and challenges in the sector.
B3 Social and Instituto Ultra launched the Segunda Chamada (Second Call) campaign to support the rebuilding of school s in Canoas ( state of Rio Grande do Sul ) . The initiative has already raised over R$ 2.2 million, benefiting around 15 thousand students.
In August, Ultrapar concluded the 3 rd edition of the Social Acceleration Program , involving over 100 volunteers and supporting 16 NGOs in São Paulo, Campinas, Rio de Janeiro, and Duque de Caxias. Ultrapar volunteers supported selected NGOs by implementing initiatives that generate sustainable benefits for these organizations' management challenges.
Additionally, as part of I conic 's decarbonization initiatives, since August, the Duque de Caxias (state of Rio de Janeiro) unit has been operating with biomethane -powered boilers, reducing carbon emissions by 40% in the first month of operation compared to 2020. Iconic’s projected biomethane demand is 150 thousand m³ per month. The supply is provided by Ultragaz, reinforcing the commitment to sustainability within Ultrapar's businesses.
In September, Ultragaz supported the Gastromotiva Community Meeting in Rio de Janeiro, with over 300 participants. The event highlighted social gastronomy as a tool for income generation and professional training , along with the importance of LPG in combating food insecurity. Additionally, by joining Childhood Brazil's Programa na Mão Certa (In the Right Hand), Ultragaz became a reporting channel for cases of child and teenager abuse or sexual exploitation, reinforcing the entire LPG supply chain’s commitment to this cause. In September, Ultragaz and CBMM, a niobium technology developer, established a partnership to replace fossil fuels with BioLPG at CBMM's industrial complex, promoting sustainable development. Finally, in partnership with CDP , Ultragaz offered certified courses for buyers and suppliers in September, training them on climate-related topics and encouraging them to incorporate climate solutions into their operations.
Ultracargo , in partnership with Associação Cactus in Ipojuca (state of Pernambuco), has been promoting the development of public-school students through supplementary classes and academic competitions. As a result, disclosed in August 2024, the region’s 2023 Basic Education Development Index score increased by 13% compared to 2019. Additionally, in August, Ultracargo conducted the first robot-automated cleaning and inspection of a water tank at the Itaqui (state of Maranhão) terminal, ensuring water savings and increased safety of assets and employees. In September, Ultracargo joined the Instituto Combustível Legal (Legal Fuel Institute), being the first player of the logistics sector to join this movement. The Institute’s mission is to build an ethical and fair environment in the fuel sector, combating fraud and promoting healthy competition. Ipiranga has also been a part of the Institute since 2020.
In August, Hidrovias signed a Technical Cooperation Agreement with the Secretariat of Environment and Sustainability of Pará (SEMAS), the first agreement of this kind made between SEMAS and a private company. The agreement aims at sustainable development and community well-being , including monitoring of fishing activities, combating illegal fishing, promoting food security, and strengthening sustainable tourism. With this partnership, Hidrovias reinforces its commitment to environmental protection and the improvement of the quality of life for riverside communities.
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| Capital markets | Quarter — 3 Q 24 | 3 Q 23 | 2 Q 24 |
|---|---|---|---|
| Final number of shares ( ‘000 shares ) | 1 , 115 , 440 | 1 , 115 , 212 | 1 , 115 , 404 |
| Market capitalization ¹ (R$ mil lion ) | 23 , 658 | 20 , 910 | 24 , 093 |
| B3 | |||
| Average daily trading volume ( ‘000 shares) | 5 , 393 | 4 , 879 | 4 , 297 |
| Average daily financial volume (R$ thousand ) | 122 , 972 | 91 , 984 | 106 , 068 |
| Average share price (R$/share) | 22 . 8 | 18 . 85 | 24 . 68 |
| NYSE | |||
| Quantity of ADRs² ( ‘000 ADRs) | 59 , 2 58 | 54 , 721 | 59 , 223 |
| Average daily trading volume ( ‘000 ADRs) | 1 , 211 | 1 , 372 | 1 , 340 |
| Average daily financial volume (US$ thousand ) | 4 , 954 | 5 , 221 | 6 , 490 |
| Average share (US$/ADRs) | 4 . 09 | 3 . 81 | 4 . 84 |
| Total | |||
| Average daily trading volume ( ‘000 shares) | 6 , 604 | 6 , 251 | 5 , 637 |
| Average daily financial volume (R$ thousand ) | 150 , 482 | 117 , 552 | 139 , 743 |
1 Calculated on the closing share price for the period
2 1 ADR = 1 common share
Ultrapar’s shares ended the quarter priced at R$ 21.21 on B3, a depreciation of 2% in the quarter, while the Ibovespa stock index appreciated by 6%. On the NYSE, Ultrapar’s shares depreciated by 1% while the Dow Jones index appreciated by 8% for the quarter. Ultrapar ended 3Q 24 with a market cap of R$ 24 billion.
UGPA3 x Ibovespa performance
( Dec 28, 2023 = 100 )
Source: Broadcast
3Q24 Conference call
Ultrapar will ho st a conference call with analysts and investors on November 14, 2024, to comment on the Company’s performance in the third quarter of 2024 and its outlook. The presentation will be available for download on the Company’s website 30 minutes prior to the start.
The conference call will be broadcast via webcast and conducted in Portuguese with simultaneous translation into English. Please connect 10 minutes in advance.
Conference call in Portuguese with simultaneous translation into English
Time : 11h00 (BRT) / 09 h00 (E S T)
Access link via webcast
Participants from Bra z il: cli ck here
International participants : cli ck here
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3Q24
R$ million
| ULTRAPAR - Balance sheet | Sep 24 | Sep 23 | Jun 24 |
|---|---|---|---|
| ASSETS | |||
| Cash and cash equivalents | 3,855 | 6,037 | 3,831 |
| Financial investments and | |||
| derivative financial instruments | 377 | 209 | 301 |
| Trade receivables and reseller | |||
| financing | 4,127 | 4,462 | 4,517 |
| Trade receivables - sale of | |||
| subsidiaries | - | 932 | 220 |
| Inventories | 4,742 | 3,914 | 3,990 |
| Recoverable taxes | 1,694 | 1,479 | 1,666 |
| Energy trading futures | |||
| contracts | 140 | - | - |
| Prepaid expenses | 127 | 127 | 151 |
| Contractual assets with | |||
| customers - exclusive rights | 744 | 745 | 777 |
| Other receivables | 359 | 134 | 295 |
| Total Current Assets | 16,166 | 18,039 | 15,746 |
| Financial investments and | |||
| hedge derivative financial instruments | 3,137 | 581 | 3,298 |
| Trade receivables and reseller | |||
| financing | 710 | 545 | 691 |
| Deferred income and social | |||
| contribution taxes | 1,326 | 1,187 | 1,268 |
| Recoverable taxes | 2,629 | 2,833 | 2,731 |
| Energy trading futures | |||
| contracts | 205 | - | - |
| Escrow deposits | 1,052 | 1,016 | 1,055 |
| Prepaid expenses | 56 | 51 | 62 |
| Contractual assets with | |||
| customers - exclusive rights | 1,399 | 1,445 | 1,432 |
| Other receivables | 313 | 287 | 287 |
| Investments in subsidiaries, | |||
| joint ventures and associates | 1,720 | 326 | 1,599 |
| Right-of-use assets, net | 1,691 | 1,742 | 1,612 |
| Property, plant and equipment, | |||
| net | 6,756 | 6,090 | 6,585 |
| Intangible assets, net | 2,162 | 2,266 | 1,975 |
| Total Non-Current Assets | 23,156 | 18,370 | 22,594 |
| Total Assets | 39,322 | 36,409 | 38,340 |
| LIABILITIES | |||
| Trade payables | 3,051 | 3,850 | 3,127 |
| Trade payables - reverse | |||
| factoring | 1,291 | 1,175 | 1,531 |
| Loans, financing and | |||
| derivative financial instruments | 2,932 | 1,088 | 2,987 |
| Debentures | 454 | 1,218 | 427 |
| Salaries and related charges | 466 | 459 | 399 |
| Taxes payable | 529 | 665 | 429 |
| Leases payable | 321 | 294 | 332 |
| Energy trading futures | |||
| contracts | 92 | - | - |
| Financial liabilities of | |||
| customers (vendor) | 126 | 161 | 135 |
| Provision for decarbonization | |||
| credits | 268 | 569 | 147 |
| Other payables | 761 | 464 | 635 |
| Total Current Liabilities | 10,292 | 9,942 | 10,151 |
| Loans, financing and | |||
| derivative financial instruments | 5,580 | 5,803 | 6,179 |
| Debentures | 4,882 | 4,269 | 4,110 |
| Energy trading futures | |||
| contracts | 57 | - | - |
| Provision for tax, civil and | |||
| labor risks | 1,242 | 1,175 | 1,252 |
| Post-employment benefits | 255 | 202 | 250 |
| Leases payable | 1,168 | 1,238 | 1,094 |
| Financial liabilities of | |||
| customers (vendor) | 84 | 193 | 109 |
| Other payables | 413 | 343 | 342 |
| Total Non-Current Liabilities | 13,681 | 13,223 | 13,336 |
| Total Liabilities | 23,973 | 23,166 | 23,486 |
| EQUITY | |||
| Share capital | 6,622 | 6,622 | 6,622 |
| Reserves | 6,999 | 5,263 | 6,999 |
| Treasury shares | (449) | (471) | (450) |
| Others | 1,532 | 1,287 | 1,114 |
| Non-controlling interests in | |||
| subsidiaries | 645 | 542 | 570 |
| Total Equity | 15,348 | 13,243 | 14,854 |
| Total Liabilities and Equity | 39,322 | 36,409 | 38,340 |
| Cash and cash equivalents | 7,370 | 6,828 | 7,429 |
| Gross debt | (13,848) | (12,378) | (13,703) |
| Leases payable | (1,489) | (1,532) | (1,426) |
| Net debt | (7,968) | (7,082) | (7,700) |
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3Q24
R$ million
| ULTRAPAR -
Income statement | Quarter — 3Q24 | 3Q23 | 2Q24 | YTD — 9M24 | 9M23 |
| --- | --- | --- | --- | --- | --- |
| Net revenues from sales and
services | 35,358 | 32,484 | 32,344 | 98,098 | 92,628 |
| Cost of products sold and
services provided | (33,076) | (29,619) | (30,236) | (91,646) | (86,379) |
| Gross profit | 2,282 | 2,864 | 2,108 | 6,451 | 6,249 |
| Operating revenues (expenses) | | | | | |
| Selling and marketing | (671) | (577) | (644) | (1,884) | (1,612) |
| General and administrative | (421) | (549) | (514) | (1,375) | (1,472) |
| Results from disposal of
assets | 31 | 12 | 37 | 105 | 104 |
| Other operating income
(expenses), net | (111) | (171) | (88) | (337) | (510) |
| Operating income | 1,111 | 1,578 | 899 | 2,960 | 2,759 |
| Financial result, net | | | | | |
| Financial income | 221 | 296 | 281 | 662 | 673 |
| Financial expenses | (329) | (597) | (486) | (1,258) | (1,502) |
| Total share of profit (loss)
of subsidiaries, joint ventures and associates | | | | | |
| Share of
profit (loss) of subsidiaries, joint ventures and associates | 4 | (0) | (8) | (7) | 12 |
| Amortization of fair value
adjustments on associates acquisition | (0) | - | (2) | (2) | - |
| Income before income and
social contribution taxes | 1,006 | 1,278 | 684 | 2,355 | 1,942 |
| Income and social contribution
taxes | | | | | |
| Current | (366) | (510) | (307) | (760) | (814) |
| Deferred | 58 | 123 | 114 | 51 | 276 |
| Net income | 698 | 891 | 491 | 1,645 | 1,404 |
| Net income attributable to: | | | | | |
| Shareholders of Ultrapar | 652 | 865 | 438 | 1,521 | 1,341 |
| Non-controlling interests in subsidiaries | 47 | 26 | 53 | 124 | 63 |
| Adjusted EBITDA | 1,537 | 2,001 | 1,336 | 4,231 | 4,044 |
| Non-recurring 1 | (31) | (9) | (54) | (137) | (96) |
| Recurring Adjusted EBITDA | 1,506 | 1,992 | 1,282 | 4,093 | 3,948 |
| Depreciation and amortization 2 | 423 | 423 | 446 | 1,279 | 1,274 |
| Total investments 3 | 519 | 380 | 479 | 1,437 | 1,130 |
| RATIOS | | | | | |
| Earnings per share (R$) | 0.59 | 0.79 | 0.40 | 1.38 | 1.22 |
| Net debt / Adjusted LTM EBITDA 4 | 1.3x | 1.4x | 1.2x | 1.3x | 1.4x |
| Gross margin (%) | 6.5% | 8.8% | 6.5% | 6.6% | 6.7% |
| Operating margin (%) | 3.1% | 4.9% | 2.8% | 3.0% | 3.0% |
| Adjusted EBITDA margin (%) | 4.3% | 6.2% | 4.1% | 4.3% | 4.4% |
| Recurring Adjusted EBITDA
margin (%) | 4.3% | 6.1% | 4.0% | 4.2% | 4.3% |
| Number of employees 5 | 9,929 | 10,069 | 10,126 | | |
| 1 Non-recurring items described in the EBITDA calculation table – page 2 |
|---|
| 2 Includes amortization with contractual assets with customers – exclusive rights and amortization of fair value adjustments on associates acquisition |
| 3 Includes property, plant and equipment and additions to intangible assets (net of divestitures), contractual assets with customers (exclusive rights), initial direct costs of assets with right of use, contributions made to SPEs (Specific Purpose Companies), payment of grants, financing of clients, rental advances (net of receipts), acquisition of shareholdings and payments of leases |
| 4 Adjusted LTM EBITDA does not include closing adjustments from the sale of Extrafarma and extraordinary tax credits |
| 5 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months) |
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3Q24
R$ million
| ULTRAPAR - Cash flows | Quarter | YTD | |
|---|---|---|---|
| 3Q24 | 9M24 | 9M23 | |
| Cash flows from operating activities | |||
| Net income | 698 | 1,645 | 1,404 |
| Adjustments to reconcile net income to cash provided | |||
| (consumed) by operating activities | |||
| Share of profit (loss) of | |||
| subsidiaries, joint ventures and associates and amortization of fair value | |||
| adjustments on associates acquisition | (4) | 9 | (12) |
| Amortization of contractual assets with customers - exclusive | |||
| rights | 148 | 403 | 446 |
| Amortization of right-of-use assets | 80 | 230 | 221 |
| Depreciation and amortization | 220 | 674 | 613 |
| Interest and foreign exchange rate variations | 252 | 944 | 1,073 |
| Current and deferred income and social contribution taxes | 308 | 710 | 538 |
| Gain (loss) on disposal or write-off of property, plant and | |||
| equipment, intangible assets and other assets | (31) | (141) | (104) |
| Equity instrument granted | 13 | 41 | 25 |
| Provision for decarbonization - CBios | 121 | 442 | 568 |
| Other provisions and adjustments | (1) | 69 | 153 |
| 1,804 | 5,025 | 4,926 | |
| (Increase) decrease in assets | |||
| Trade receivables and reseller financing | 401 | 158 | 210 |
| Inventories | (753) | (455) | 1,020 |
| Recoverable taxes | (131) | (440) | (490) |
| Dividends received from subsidiaries, associates and joint | |||
| ventures | 0 | 2 | 13 |
| Other assets | (48) | (180) | 11 |
| Increase (decrease) in liabilities | |||
| Trade payables and trade payables - reverse factoring | (343) | (1,400) | (2,398) |
| Salaries and related charges | 64 | (32) | (4) |
| Taxes payable | 8 | (30) | (21) |
| Other liabilities | 88 | (19) | (68) |
| Acquisition of CBios and carbon credits | (136) | (587) | (533) |
| Payments of contractual assets with customers - exclusive | |||
| rights | (90) | (286) | (364) |
| Payment of contingencies | - | (31) | (44) |
| Income and social contribution taxes paid | (84) | (220) | (169) |
| Net cash provided (consumed) by operating activities | 780 | 1,505 | 2,088 |
| Cash flows from investing activities | |||
| Financial investments, net of redemptions | 34 | (2,052) | 186 |
| Acquisition of property, plant, equipment and intangible | |||
| assets | (416) | (1,099) | (763) |
| Cash provided by disposal of investments and property, plant | |||
| and equipment | 279 | 1,256 | 425 |
| Net cash consumed in the purchase of investments and other | |||
| assets | (140) | (1,243) | (304) |
| Capital decrease in subsidiaries, associates and joint | |||
| ventures | 1 | 1 | - |
| Net cash provided (consumed) by investing activities | (242) | (3,137) | (455) |
| Cash flows from financing activities | |||
| Loans, financing and debentures | |||
| Proceeds | 802 | 3,659 | 2,903 |
| Repayments | (739) | (2,126) | (2,489) |
| Interest and derivatives (paid) or received | (112) | (742) | (782) |
| Payments of leases | |||
| Principal | (72) | (211) | (152) |
| Interest paid | (34) | (115) | (112) |
| Dividends paid | (320) | (781) | (400) |
| Proceeds from financial liabilities of customers | - | - | 7 |
| Payments of financial liabilities of customers | (41) | (123) | (140) |
| Capital increase made by non-controlling shareholders and | |||
| redemption of shares | - | 14 | - |
| Related parties | 2 | (12) | (26) |
| Net cash provided (consumed) by financing activities | (514) | (438) | (1,192) |
| Effect of exchange rate changes on cash and cash equivalents | |||
| in foreign currency | - | - | (26) |
| Increase (decrease) in cash and cash equivalents | 25 | (2,070) | 415 |
| Cash and cash equivalents at the beginning of the period | 3,831 | 5,926 | 5,622 |
| Cash and cash equivalents at the end of the period | 3,855 | 3,855 | 6,037 |
| Non-cash transactions | |||
| Addition on right-to-use assets and leases payable | 176 | 274 | 196 |
| Addition on contractual assets with customers - exclusive | |||
| rights | 26 | 54 | 67 |
| Reclassification between financial assets and investment in | |||
| associates | - | 645 | - |
| Transfer between trade receivables and other assets accounts | - | - | 26 |
| Issuance of shares related to the subscription warrants - | |||
| indemnification - Extrafarma acquisition | 2 | 6 | 0 |
| Acquisition of property, plant and equipment and intangible | |||
| assets without cash effect | - | 9 | 39 |
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3Q24
| IPIRANGA -
Working capital | Sep 24 | Sep 23 | R$ million — Jun 24 |
| --- | --- | --- | --- |
| Operating assets | | | |
| Trade receivables | 3,442 | 3,875 | 3,866 |
| Non-current trade receivables | 691 | 544 | 674 |
| Inventories | 4,525 | 3,724 | 3,784 |
| Taxes | 3,703 | 3,746 | 3,806 |
| Contractual assets with customers -
exclusive rights | 2,142 | 2,188 | 2,208 |
| Other | 957 | 798 | 889 |
| Right-of-use assets | 923 | 958 | 845 |
| Property, plant and equipment /
Intangibles / Investments | 4,633 | 4,576 | 4,414 |
| Total operating assets | 21,017 | 20,408 | 20,486 |
| Operating liabilities | | | |
| Trade payables | 3,977 | 4,739 | 4,314 |
| Salaries and related charges | 242 | 216 | 205 |
| Post-employment benefits | 272 | 215 | 267 |
| Taxes | 111 | 149 | 103 |
| Judicial provisions | 414 | 394 | 437 |
| Leases payable | 734 | 747 | 679 |
| Other | 1,139 | 1,405 | 970 |
| Total operating liabilities | 6,888 | 7,865 | 6,975 |
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3Q24
| IPIRANGA -
Income statement | Quarter | | | YTD | R$ million |
| --- | --- | --- | --- | --- | --- |
| | 3Q24 | 3Q23 | 2Q24 | 9M24 | 9M23 |
| Net revenues | 32,115 | 29,577 | 29,431 | 89,239 | 83,900 |
| Cost of products sold and
services provided | (30,610) | (27,487) | (28,019) | (84,942) | (79,794) |
| Gross profit | 1,505 | 2,089 | 1,412 | 4,298 | 4,105 |
| Operating expenses | | | | | |
| Selling and marketing | (508) | (417) | (505) | (1,448) | (1,141) |
| General and administrative | (244) | (365) | (325) | (842) | (953) |
| Results from disposal of
assets | 31 | 68 | 36 | 104 | 156 |
| Other operating income
(expenses), net | (124) | (179) | (109) | (398) | (526) |
| Operating income | 661 | 1,197 | 509 | 1,714 | 1,641 |
| Share of profit (loss) of subsidiaries,
joint ventures and associates | (2) | (0) | (1) | (5) | (4) |
| Adjusted EBITDA | 967 | 1,493 | 817 | 2,604 | 2,541 |
| Non-recurring¹ | (31) | (68) | (36) | (104) | (155) |
| Recurring Adjusted EBITDA | 936 | 1,425 | 781 | 2,499 | 2,386 |
| Depreciation and amortization² | 309 | 296 | 309 | 896 | 904 |
| RATIOS | | | | | |
| Gross margin (R$/m³) | 246 | 353 | 241 | 245 | 241 |
| Operating margin (R$/m³) | 108 | 202 | 87 | 98 | 96 |
| Adjusted EBITDA margin (R$/m³) | 158 | 252 | 140 | 148 | 149 |
| Recurring Adjusted EBITDA margin (R$/m³) | 153 | 241 | 133 | 142 | 140 |
| Number of service stations | 5,871 | 5,816 | 5,876 | | |
| Number of employees³ | 4,834 | 5,118 | 5,192 | | |
| 1 Non-recurring items described in the EBITDA calculation table – page 2 |
|---|
| 2 Includes amortization with contractual assets with customers - exclusive rights |
| 3 Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months) |
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3Q24
R$ million
| ULTRAGAZ -
Working capital | Sep 24 | Sep 23 | Jun 24 |
| --- | --- | --- | --- |
| Trade receivables | 646 | 570 | 611 |
| Non-current trade receivables | 19 | 2 | 17 |
| Inventories | 204 | 178 | 194 |
| Taxes | 149 | 151 | 137 |
| Escrow deposits | 256 | 252 | 258 |
| Energy trading futures contracts | 345 | - | - |
| Other | 95 | 124 | 103 |
| Right-of-use assets | 152 | 146 | 149 |
| Property, plant and equipment / Intangibles | 1,842 | 1,669 | 1,753 |
| Total operating assets | 3,707 | 3,091 | 3,222 |
| Operating liabilities | | | |
| Trade payables | 257 | 214 | 238 |
| Salaries and related charges | 140 | 144 | 122 |
| Taxes | 18 | 8 | 9 |
| Judicial provisions | 159 | 142 | 161 |
| Leases payable | 189 | 184 | 187 |
| Energy trading futures contracts | 149 | - | - |
| Other | 74 | 60 | 75 |
| Total operating liabilities | 986 | 752 | 791 |
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3Q24
R$ million
| ULTRAGAZ -
Income statement | Quarter — 3Q24 | 3Q23 | 2Q24 | YTD — 9M24 | 9M23 |
| --- | --- | --- | --- | --- | --- |
| Net revenues | 3,027 | 2,699 | 2,694 | 8,221 | 8,116 |
| Cost of products sold and
services provided | (2,422) | (2,104) | (2,168) | (6,575) | (6,464) |
| Gross profit | 605 | 594 | 526 | 1,646 | 1,652 |
| Operating expenses | | | | | |
| Selling and marketing | (162) | (158) | (138) | (431) | (462) |
| General and administrative | (79) | (81) | (90) | (249) | (229) |
| Results from disposal of
assets | 0 | 3 | 1 | 1 | 10 |
| Other operating income
(expenses), net | 13 | 6 | 20 | 37 | 14 |
| Operating income | 377 | 364 | 320 | 1,005 | 985 |
| Share of profit (loss) of subsidiaries,
joint ventures and associates | 0 | 0 | 0 | 1 | 0 |
| Adjusted EBITDA | 448 | 453 | 414 | 1,263 | 1,242 |
| Non-recurring¹ | - | - | (17) | (17) | - |
| Recurring Adjusted EBITDA | 448 | 453 | 397 | 1,246 | 1,242 |
| Depreciation and amortization² | 71 | 89 | 94 | 258 | 257 |
| RATIOS | | | | | |
| Gross margin (R$/ton) | 1,280 | 1,302 | 1,206 | 1,255 | 1,256 |
| Operating margin (R$/ton) | 798 | 798 | 732 | 766 | 749 |
| Adjusted EBITDA margin (R$/ton) | 948 | 992 | 948 | 963 | 945 |
| Recurring Adjusted EBITDA margin (R$/ton) | 948 | 992 | 909 | 950 | 945 |
| Number of employees³ | 3,745 | 3,590 | 3,602 | | |
¹Non -recurring items described in the EBITDA calculation table – page 2
² Includes amortization with contractual assets with customers - exclusive rights
³ Number of employees for 2023 was revised to reflect new criteria (includes only active employees and employees on leave for up to 12 months)
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3Q24
R$ million
| ULTRACARGO
- Working capital | Sep 24 | Sep 23 | Jun 24 |
| --- | --- | --- | --- |
| Operating assets | | | |
| Trade receivables | 45 | 25 | 44 |
| Inventories | 13 | 11 | 12 |
| Taxes | 4 | 7 | 6 |
| Other | 47 | 90 | 59 |
| Right-of-use assets | 609 | 632 | 611 |
| Property, plant and equipment / Intangibles
/ Investments | 2,470 | 2,140 | 2,337 |
| Total operating assets | 3,187 | 2,905 | 3,069 |
| Operating liabilities | | | |
| Trade payables | 76 | 53 | 87 |
| Salaries and related charges | 45 | 53 | 37 |
| Taxes | 16 | 14 | 18 |
| Judicial provisions | 16 | 10 | 18 |
| Leases payable | 557 | 593 | 552 |
| Other ¹ | 38 | 168 | 50 |
| Total operating liabilities | 749 | 893 | 761 |
| ¹ Includes the long term obligations with clients account | | | |
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3Q24
R$ million
| ULTRACARGO
- Income statement | Quarter — 3Q24 | 3Q23 | 2Q24 | YTD — 9M24 | 9M23 |
| --- | --- | --- | --- | --- | --- |
| Net revenues | 266 | 264 | 264 | 793 | 758 |
| Cost of products sold and services provided | (97) | (84) | (96) | (285) | (263) |
| Gross profit | 169 | 180 | 168 | 508 | 495 |
| Operating expenses | | | | | |
| Selling and marketing | (3) | (3) | (2) | (8) | (9) |
| General and administrative | (43) | (42) | (42) | (127) | (123) |
| Results from disposal of
assets | (0) | (0) | 0 | (0) | 0 |
| Other operating income
(expenses), net | 6 | 2 | 3 | 11 | 3 |
| Operating income | 130 | 136 | 127 | 384 | 365 |
| Total share of profit (loss)
of subsidiaries, joint ventures and associates | | | | | |
| Share of profit (loss) of
subsidiaries, joint ventures and associates | 0 | 2 | 1 | 2 | 10 |
| Amortization of fair value
adjustments on associates acquisition | (0) | - | (2) | (2) | - |
| Adjusted EBITDA | 168 | 173 | 165 | 498 | 476 |
| Depreciation and amortization ¹ | 39 | 34 | 39 | 114 | 101 |
| RATIOS | | | | | |
| Gross margin (%) | 63.5% | 68.2% | 63.7% | 64.1% | 65.3% |
| Operating margin (%) | 48.8% | 51.6% | 48.2% | 48.4% | 48.2% |
| Adjusted EBITDA margin (%) | 63.2% | 65.3% | 62.6% | 62.8% | 62.8% |
| Number of employees² | 842 | 849 | 836 | | |
| ¹ Includes amortization of fair value adjustments on associates
acquisition | | | | | |
| ² Number of employees for 2023 was revised to reflect new
criteria (includes only active employees and employees on leave for up to 12
months) | | | | | |
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ULTRAPAR PARTICIPAÇÕES S.A.
Publicly Traded Company
CNPJ Nr. 33.256.439/0001-39 NIRE 35.300.109.724
MINUTES OF THE MEETING OF THE BOARD OF DIRECTORS
Date, Hour and Place :
November 13 , 2024, at 10:00 a.m., at the Company’s headquarters, located at Brigadeiro Luís Antônio Avenue, Nr. 1.343, 9th floor, in the City and State of São Paulo .
Members in attendance :
(i) Members of the Board of Directors undersigned; (ii) Secretary of the Board of Directors, Ms. Denize Sampaio Bicudo; (iii) Chief Executive Officer, Mr. Marcos Marinho Lutz; (iv) Chief Financial and Investor Relations Officer, Mr. Rodrigo de Almeida Pizzinatto; and (v) in relation to item 1, other executive officers of the Company, namely, Mrs. Décio de Sampaio Amaral, Leonardo Remião Linden and Tabajara Bertelli Costa; and the President of the Fiscal Council, Mr. Flávio Cesar Maia Luz.
Matters discussed and resolutions :
| 1. | After being examined and discussed, the Board members approved the Company's financial statements for the third quarter of 2024 . |
|---|---|
| 2. | In an executive session , the Board members discussed the results of the evaluation of the Board of Directors and its committees, carried out with the support of the consultancy Egon Zehnder. |
Notes : The resolutions were approved, with no amendments or qualifications, by all Board members .
There being no further matters to discuss, the meeting was concluded, and these minutes were written, read, passed, and signed by all the Board members present .
Jorge Marques de Toledo Camargo – Chairman
Marcos Marinho Lutz – Vice- Chairman
Ana Paula Vitali Janes Vescovi
Fabio Venturelli
Flávia Buarque de Almeida
José Mauricio Pereira Coelho
Marcelo Faria de Lima
Peter Paul Lorenço Estermann
Denize Sampaio Bicud o – Secretary of the B oard of Directors
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 13, 2024
| ULTRAPAR HOLDINGS INC. |
|---|
| By: /s/ Rodrigo de Almeida Pizzinatto |
| Name: Rodrigo de Almeida Pizzinatto |
| Title: Chief Financial and Investor Relations Officer |
( Individual and Consolidated Interim Financial Information as of and for the Quarter Ended September 30, 2024 and Report on Review of Interim Financial Information , 3Q24 Earnings Release and M inutes of the meeting of the Board of Directors of Ultrapar Participações S.A., held on November 13, 2024 )
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