Form 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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

For the month of August, 2006

Commission File Number: 001-14950

ULTRAPAR HOLDINGS INC.
(Translation of Registrant’s Name into English) 

 
Avenida Brigadeiro Luis Antonio, 1343, 9º Andar
São Paulo, SP, Brazil 01317-910
(Address of Principal Executive Offices)

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

Form 20-F   X     Form 40-F        

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

         Yes           No   X  

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

         Yes           No   X  

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

         Yes           No   X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): N/A






ULTRAPAR HOLDINGS INC.

TABLE OF CONTENTS

 

ITEM  

1. Interim Financial Statements for the Quarter and Six-month Period Ended June 30, 2006 and Independent Accountants’ Review Report.
   
2. Minutes of Board of Directors' Meeting, August 2, 2006.






Item 1

  (Convenience Translation into English from
the Original Previously Issued in Portuguese)
   
  Ultrapar Participações S.A.
   
  Interim Financial Statements for the Quarter
and Six-month Period Ended June 30, 2006
and Independent Accountants’ Review Report
   
   
  Deloitte Touche Tohmatsu Auditores Independentes





(Convenience Translation into English from the Original Previously Issued in Portuguese)

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Shareholders and Management of
Ultrapar Participações S.A.
São Paulo - SP

1. We have performed a special review of the accompanying interim financial statements of Ultrapar Participações S.A. and subsidiaries as of and for the quarter and six-month period ended June 30, 2006, prepared in accordance with Brazilian accounting practices and under the responsibility of the Company’s management, consisting of the balance sheets (Company and consolidated), the related statements of income and the performance report.

2. We conducted our review in accordance with specific standards established by the Brazilian Institute of Independent Auditors (IBRACON), together with the Federal Accounting Council, which consisted principally of: (a) inquiries of and discussions with persons responsible for the accounting, financial and operating areas as to the criteria adopted in preparing the interim financial statements, and (b) review of the information and subsequent events that had or might have had material effects on the financial position and results of operations of the Company and its subsidiaries.

3. Based on our special review, we are not aware of any material modifications that should be made to the financial statements referred to in paragraph 1 for them to be in conformity with Brazilian accounting practices and standards established by the Brazilian Securities Commission (CVM), specifically applicable to the preparation of mandatory interim financial statements.

4. Additionally, we have reviewed the consolidated statement of cash flows, included in Note 23 to the interim financial statements, for the periods ended June 30, 2006 and 2005, which is presented for purposes of additional analysis and is not a required part of the basic interim financial statements. Such statement has been subject to the review procedures described in paragraph 2 and, based on our review, we are not aware of any material modifications that should be made to this statement for it to be fairly stated, in all material respects, in relation to the interim financial statements, taken as a whole.

5. We had previously reviewed the Company and consolidated balance sheets as of March 31, 2006 and the Company and consolidated statements of income for the six-month period ended June 30, 2005, presented for comparative purposes, and issued unqualified special review reports thereon, dated April 28, 2006 and July 29, 2005, respectively.






Deloitte Touche Tohmatsu

6. The accompanying interim financial statements have been translated into English for the convenience of readers outside Brazil.

São Paulo, July 28, 2006  
     
     
DELOITTE TOUCHE TOHMATSU   Altair Tadeu Rossato
Auditores Independentes   Engagement partner

2






(Convenience Translation into English from the Original Previously Issued in Portuguese)

ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

BALANCE SHEETS AS OF JUNE 30, 2006 AND MARCH 31, 2006
(In thousands of Brazilian reais – R$)



    Company   Consolidated










ASSETS   06/30/06   03/31/06   06/30/06   03/31/06









CURRENT ASSETS                        
Cash and banks   153     131     47,256     26,470  
Temporary cash investments   378,986     373,326     1,064,124     1,058,660  
Trade accounts receivable           355,644     335,002  
Inventories           197,250     208,403  
Recoverable taxes   16,825     11,928     90,491     59,117  
Deferred income and social contribution taxes   42     92     22,255     22,552  
Dividends receivable   12,232              
Other   23     943     8,668     9,006  
Prepaid expenses   536     536     8,540     9,873  








Total current assets   408,797     386,956     1,794,228     1,729,083  








LONG-TERM ASSETS                        
Cash investments           522,376     382,124  
Related companies   20,409     14,409     5,273     4,955  
Deferred income and social contribution taxes   2,976     2,915     72,540     61,348  
Recoverable taxes   5,603     11,832     42,413     46,882  
Escrow deposits           16,053     16,802  
Trade accounts receivable           21,278     20,986  
Prepaid expenses           13,790     13,799  
Other   728     821     239     387  








Total long-term assets   29,716     29,977     693,962     547,283  








PERMANENT ASSETS                        
Investments:                        
     Subsidiary and affiliated companies   2,293,225     2,215,915     4,828     4,242  
     Other   186     186     28,169     28,117  
Property, plant and equipment           1,089,193     1,070,187  
Deferred charges           107,122     102,533  








Total permanent assets   2,293,411     2,216,101     1,229,312     1,205,079  








TOTAL ASSETS   2,731,924     2,633,034     3,717,502     3,481,445  








                         
Company   Consolidated










LIABILITIES AND STOCKHOLDERS’ EQUITY   06/30/06   03/31/06   06/30/06   03/31/06









CURRENT LIABILITIES                        
Loans and financing           120,263     129,661  
Debentures   15,346     4,173     15,346     4,173  
Trade accounts payable   324     273     90,036     94,440  
Payroll and related charges   45     41     66,901     56,286  
Taxes payable   7     10     16,029     13,726  
Dividends payable   13,355     13,715     16,364     17,337  
Income and social contribution taxes           5,431     837  
Deferred income and social contribution taxes           210     230  
Other   4     2     3,402     3,784  








Total current liabilities   29,081     18,214     333,982     320,474  








LONG-TERM LIABILITIES                        
Loans and financing           1,036,059     905,911  
Debentures   300,000     300,000     300,000     300,000  
Related companies   447,061     447,252     5,060     4,984  
Deferred income and social contribution taxes           24,746     24,499  
Other taxes   9,063     8,881     42,092     39,003  
Other           2,114     2,441  








Total long-term liabilities   756,124     756,133     1,410,071     1,276,838  








MINORITY INTEREST           31,884     30,764  








STOCKHOLDERS’ EQUITY                        
Capital   946,034     946,034     946,034     946,034  
Capital reserve   2,046     2,046     431     381  
Revaluation reserve   14,186     14,600     14,186     14,600  
Profit reserves   837,502     837,502     837,502     837,502  
Treasury shares   (4,894 )   (4,894 )   (8,433 )   (8,544 )
Retained earnings   151,845     63,399     151,845     63,396  








Total stockholders’ equity   1,946,719     1,858,687     1,941,565     1,853,369  








Total minority interest and stockholders’ equity   1,946,719     1,858,687     1,973,449     1,884,133  








TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY   2,731,924     2,633,034     3,717,502     3,481,445  








The accompanying notes are integral part of these financial statements.

3





(Convenience Translation into English from the Original Previously Issued in Portuguese)

ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

STATEMENTS OF INCOME
FOR THE QUARTERS ENDED JUNE 30, 2006 AND 2005
(In thousands of Brazilian reais – R$, except for earnings per share)


    Company   Consolidated










    06/30/06   06/30/05   06/30/06   06/30/05








GROSS SALES AND SERVICES           1,300,713     1,319,063  
Deductions           (103,375 )   (117,021 )








NET SALES AND SERVICES           1,197,338     1,202,042  
Cost of sales and services           (960,708 )   (951,032 )








GROSS PROFIT           236,630     251,010  
EQUITY IN SUBSIDIARY AND AFFILIATED COMPANIES   91,775     90,209     588     1,445  
OPERATING (EXPENSES) INCOME   (405 )   (49 )   (146,770 )   (132,311 )








Selling           (41,573 )   (46,398 )
General and administrative   (404 )   (50 )   (67,780 )   (52,177 )
Management compensation           (1,402 )   (1,727 )
Depreciation and amortization           (30,562 )   (31,307 )
Other operating income, net   (1 )   1     547     (702 )








INCOME FROM OPERATIONS BEFORE FINANCIAL                        
ITEMS   91,370     90,160     90,448     120,144  
Financial income (expenses), net   2,296     (968 )   22,482     (16,647 )








Financial income   13,606     14,493     40,143     18,728  
Financial expenses   (11,310 )   (15,461 )   (17,661 )   (35,375 )








INCOME FROM OPERATIONS   93,666     89,192     112,930     103,497  
Nonoperating (expenses) income, net           (11,143 )   (697 )








INCOME BEFORE TAXES ON INCOME AND                        
MINORITY INTEREST   93,666     89,192     101,787     102,800  








INCOME AND SOCIAL CONTRIBUTION TAXES   (5,561 )   340     (12,532 )   (12,575 )








Current   (5,572 )   32     (37,756 )   (32,786 )
Benefit of tax holidays – ADENE           19,384     18,457  
Deferred   11     308     5,840     1,754  








INCOME BEFORE MINORITY INTEREST   88,105     89,532     89,255     90,225  
Minority interest           (1,150 )   (693 )








NET INCOME   88,105     89,532     88,105     89,532  








EARNINGS PER SHARE – R$   1.08589     0.00110     1.08589     0.00110  








The accompanying notes are integral part of these financial statements.

4






(Convenience Translation into English from the Original Previously Issued in Portuguese)

ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

STATEMENTS OF INCOME
FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2006 AND 2005
(In thousands of Brazilian reais – R$, except for earnings per share)


    Company   Consolidated










    06/30/06   06/30/05   06/30/06   06/30/05








GROSS SALES AND SERVICES           2,499,693     2,576,386  
Deductions           (204,614 )   (237,347 )








NET SALES AND SERVICES           2,295,079     2,339,039  
Cost of sales and services           (1,859,417 )   (1,829,249 )








GROSS PROFIT           435,662     509,790  
EQUITY IN SUBSIDIARY AND AFFILIATED COMPANIES   153,870     191,053     647     1,374  
OPERATING (EXPENSES) INCOME   (406 )   (221 )   (286,605 )   (268,421 )








Selling           (93,556 )   (90,105 )
General and administrative   (405 )   (222 )   (130,339 )   (113,149 )
Management compensation           (2,646 )   (2,951 )
Depreciation and amortization           (61,140 )   (62,670 )
Other operating income, net   (1 )   1     1,076     454  








INCOME FROM OPERATIONS BEFORE FINANCIAL                        
ITEMS   153,464     190,832     149,704     242,743  
Financial results   3,806     (949 )   34,896     (25,473 )
Financial income   28,280     14,932     73,817     39,875  
Financial expenses   (24,474 )   (15,881 )   (38,921 )   (65,348 )








INCOME FROM OPERATIONS   157,270     189,883     184,600     217,270  
Nonoperating (expenses) income, net           (13,234 )   (2,506 )








INCOME BEFORE TAXES ON INCOME   157,270     189,883     171,366     214,764  
INCOME AND SOCIAL CONTRIBUTION TAXES   (6,068 )   399     (24,185 )   (23,069 )
Current   (6,150 )   (58 )   (66,186 )   (68,583 )
Tax benefit – ADENE           30,753     39,358  
Deferred   82     457     11,248     6,156  








INCOME BEFORE MINORITY INTEREST   151,202     190,282     147,181     191,695  
Minority interest           (2,288 )   (1,413 )








NET INCOME   151,202     190,282     144,893     190,282  








EARNINGS PER SHARE – R$   1.86356     0.00235     1.78580     0.00235  








The accompanying notes are integral part of these financial statements.

5






(Convenience Translation into English from the Original Previously Issued in Portuguese)

ULTRAPAR PARTICIPAÇÕES S.A.

IDENTIFICATION

01.01 - CAPITAL COMPOSITION      
Number of shares
(Thousands)
Current quarter
6/30/2006
Prior quarter
3/31/2006
Same quarter in prior year
6/30/2005
Paid-up Capital
1 - Common 49,430 49,430 49,429,897
2 - Preferred 31,895 31,895 31,895,512
3 - Total 81,325 81,325 81,325,409
Treasury Stock
4 - Common 7 7 6,616
5 - Preferred 182 182 211,097
6 - Total 189 189 217,713

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

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

6






(Convenience Translation into English from the Original Previously Issued in Portuguese)

ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

NOTES TO THE INTERIM FINANCIAL STATEMENTS
FOR THE QUARTER ENDED JUNE 30, 2006
(In thousands of Brazilian reais - R$, unless otherwise stated)

1. OPERATIONS

Ultrapar Participações S.A. (the “Company”) invests in commercial and industrial activities, including subscription or purchase of shares of other companies with similar activities.

Through its subsidiaries, the Company is engaged in the distribution of liquefied petroleum gas - LPG (Ultragaz), production and sale of chemicals (Oxiteno) and logistic services for chemicals and fuels (Ultracargo).

2. PRESENTATION OF INTERIM FINANCIAL STATEMENTS AND SIGNIFICANT ACCOUNTING PRACTICES

The accounting practices adopted to record transactions and prepare the interim financial statements - ITR are those established by Brazilian accounting practices and the Brazilian Securities Commission (CVM).

  a) Results of operations
 
Determined on the accrual basis of accounting. Revenues from sales and respective costs are recognized when the products are delivered to the customers or services are performed, and the transfer of risks, rights and obligations associated with the ownership of products takes place.
 
  b) Current and long-term assets
 
Temporary cash and long-term investments are stated at cost, plus accrued income (on a “pro rata temporis” basis), which approximate to the market value. Temporary cash investments include the results from hedge transactions, as described in Notes 4 and 19, that management intends to hold to maturity.
 
The allowance for doubtful accounts is based on estimated losses and is considered by management to be sufficient to cover potential losses on accounts receivable.
 
Inventories are stated at the lower of average cost of acquisition or production, market or net realizable value.
 
Other assets are stated at the lower of cost or probable realizable values, including, when applicable, accrued income and monetary variations or net of allowances for potential losses.

7






Ultrapar Participações S.A. and Subsidiaries

  c) Permanent assets

  • Investments


    Significant investments in subsidiaries and affiliated companies are recorded under the equity method, as shown in Note 10.


    Other investments are stated at acquisition cost, less an allowance for losses, should the loss not be considered temporary.

  • Property, plant and equipment


    Stated at cost of acquisition, process or construction, and include revaluation write- ups, recorded in prior years, based on appraisal reports issued by independent appraisers, in accordance with item 68, letter b), of CVM Resolution No. 183/95.


    Depreciation is calculated on a straight-line basis at the annual rates described in Note 11, based on the economic useful lives of the assets.

  • Deferred charges


    Deferred charges comprise costs incurred in the installation of equipment at customers’ facilities, projects to modernize systems, and goodwill on acquisition of subsidiaries, as mentioned in Note 12.
  d) Current and long-term liabilities
   
  Stated at known or estimated amounts including, when applicable, accrued charges, and monetary and exchange variations incurred during the period.
   
  e) Income and social contribution taxes
   
  Income and social contribution taxes, current and deferred (according to CVM Resolution No. 273/98) are measured on the basis of effective rates and include the benefit of tax holidays.
   
  f) Basis for translation of the financial statements of foreign subsidiaries
   
  The financial statements of foreign subsidiaries are translated into Brazilian reais at the exchange rate in effect as of the date of the interim financial statements - ITR. The criteria for preparation of the financial statements have been adapted to conform to Brazilian accounting practices.
   
  g) Statements of Cash flows
   
  The Company is presenting the statements of cash flows as supplementary information, prepared in accordance with Accounting Standard and Procedure (NPC) No. 20 issued by IBRACON (Brazilian Institute of Independent Auditors).

8






Ultrapar Participações S.A. and Subsidiaries

3. CONSOLIDATION PRINCIPLES

The consolidated financial statements have been prepared in accordance with the basic consolidation principles established by Brazilian corporate law and the Brazilian Securities Commission (CVM), and include the following direct and indirect subsidiaries:

    Ownership interest - %
   
    6/30/2006   3/31/2006
   
 
    Direct   Indirect   Direct   Indirect
   
 
 
 
Ultragaz Participações Ltda.   100   -   100   -
   Companhia Ultragaz S.A.   -   99   -   99
       SPGás Distribuidora de Gás Ltda.   -   99   -   99
   Bahiana Distribuidora de Gás Ltda.   -   100   -   100
   Utingás Armazenadora S.A.   -   56   -   56
   LPG International Inc.   -   100   -   100
Ultracargo - Operações Logísticas e        
   Participações Ltda.   100   -   100   -
   Melamina Ultra S.A. Indústria Química   -   99   -   99
   Transultra - Armazenamento e Transporte        
       Especializado Ltda.   -   100   -   100
   Terminal Químico de Aratu S.A. - Tequimar   -   99   -   99
Oxiteno S.A. - Indústria e Comércio   100   -   100   -
   Oxiteno Nordeste S.A. - Indústria e Comércio   -   99   -   99
   Oleoquímica Indústria e Comércio de Produtos        
       Químicos Ltda.   -   100   -   100
   Barrington S.L.   -   100   -   100
     Canamex Químicos S.A. de C.V.   -   100   -   100
     Oxiteno International Corp.   -   100   -   100
           Oxiteno Overseas Corp.   -   100   -   100
Imaven Imóveis e Agropecuária Ltda.   100   -   100   -

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

9






Ultrapar Participações S.A. and Subsidiaries

4. TEMPORARY CASH AND LONG-TERM INVESTMENTS

These investments, contracted with leading banks, are substantially composed of: (i) public securities and private securities issued by leading banks, notes issued by the Austrian Government, and fixed-income funds, all linked to the interbank deposit rate (CDI); (ii) abroad, in certificates of deposit and corporate securities; and (iii) currency hedges. They are stated at cost plus accrued income on a “pro rata temporis” basis.

  Company   Consolidated



  6/30/2006   3/31/2006   6/30/2006   3/31/2006
Austrian notes, indexed in  
 
 

 

   Brazilian reais   -   -   366,546   356,055
Securities and fixed-income funds   378,986   373,326   479,713   457,354
Foreign investments (a) (c)   -   -   787,734   674,836
Net expenses on hedge transactions (b)   -   -   (47,493 )   (47,461 )
   
 
 

 

Total   378,986   373,326   1,586,500   1,440,784
   
 
 

 

Current portion   378,986   373,326   1,064,124   1,058,660
Long-term portion   -   -   522,376   382,124
   
 
 

 


  (a) Investments made by the indirect subsidiaries Oxiteno Overseas Corp., Oxiteno International Corp. and Canamex Químicos S.A. de C.V. in fixed-income funds, certificates of deposit, Brazilian corporate securities, and low risk investment grade corporate securities.
   
  (b) Accumulated gain or loss on hedge positions (see Note 19).
   
  (c) In April 2006, subsidiary Oxiteno Overseas Corp., owner of notes in the amount of US$ 60 million issued by Companhia Ultragaz S.A. in the international market in 1997 (Original Notes), sold these Original Notes to a foreign financial institution. Concurrently, subsidiary Oxiteno Overseas Corp. acquired from this financial institution a credit linked note backed by the Original Notes. This transaction provides a financial gain for the Company, corresponding to the difference between the interest rate paid for the credit linked note and the Original Notes, as mentioned in Note 13b.
   
5. TRADE ACCOUNTS RECEIVABLE (CONSOLIDATED)      
  6/30/2006   3/31/2006
   

 

Domestic customers   375,673   359,358
Foreign customers   71,714   76,263
(-) Advances on export contracts   (45,333 )   (52,767 )
(-) Allowance for doubtful accounts   (25,132 )   (26,866 )
   

 

  376,922   355,988
   

 

Current portion   355,644   335,002
Long-term portion   21,278   20,986
   

 


10





Ultrapar Participações S.A. and Subsidiaries

The changes in the allowance for doubtful accounts are shown below:  
Balance as of March 31, 2006   26,866
Addition recorded in selling expenses   1,393
Utilization   (3,127 )
   

Balance as of June 30, 2006   25,132
   

6. INVENTORIES (CONSOLIDATED)

    6/30/2006   3/31/2006
   
 
    Cost   Provision
for losses
    Net   Cost   Provision
for losses
    Net
   
 
   
 
 
   
Finished products   108,733   (1,274 )   107,459   102,617   (2,230 )   100,387
Work in process   222   -   222   408   -   408
Raw materials   34,679   (79 )   34,600   46,563   (88 )   46,475
Liquefied petroleum gas (LPG)   22,351   -   22,351   22,618   -   22,618
Supplies and cylinders for resale   18,491   (773 )   17,718   17,350   (604 )   16,746
Advances to suppliers - mainly LPG   14,900   -   14,900   21,769   -   21,769
               
 

 
  199,376   (2,126 )   197,250   211,325   (2,922 )   208,403
               
 

 

The changes in the provision for losses on inventories are shown below:  
Balance as of March 31, 2006   2,922
Addition   (796 )
   

Balance as of June 30, 2006   2,126
   

7. RECOVERABLE TAXES

Represented substantially by credit balances of ICMS (state VAT), IPI (federal VAT), PIS and COFINS (taxes on revenue), and income and social contribution taxes.

  Company   Consolidated



  6/30/2006   3/31/2006   6/30/2006   3/31/2006
   
 
 

 

Income and social contribution taxes   22,365   23,697   53,927   60,000
ICMS   -   -   77,344   75,563
Provision for losses - ICMS (*)   -   -   (39,433 )   (40,268 )
PIS and COFINS (**)   22   22   32,917   4,489
IPI   -   -   287   164
VAT of subsidiary Canamex        
 Químicos S.A. de C.V.   -   -   7,146   5,714
Other   41   41   716   337
   
 
 

 

Total   22,428   23,760   132,904   105,999
   
 
 

 

Current portion   16,825   11,928   90,491   59,117
Long-term portion   5,603   11,832   42,413   46,882
   
 
 

 

(*) The provision refers to credit balances that the subsidiaries estimate they will be unable to offset in the future.

11






Ultrapar Participações S.A. and Subsidiaries

(**) Refers substantially to the credit arising from the final and unappealable decision rendered on the lawsuit of subsidiary Oxiteno Nordeste S.A. Indústria e Comércio as shown in note 20.a).

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

Balance as of March 31, 2006 40,268
Addition 8,926
Reversal (9,761 )
 

Balance as of June 30, 2006 39,433
 

8. RELATED COMPANIES

  Company

  Loans

  Assets   Liabilities
   
 
Ultracargo - Operações Logísticas e Participações Ltda.   -   390,947
Transultra - Armazenamento e Transporte Especializado Ltda.   164   -
Melamina Ultra S.A. Indústria Química   -   456
Oxiteno S.A. - Indústria e Comércio   7,355  
Oxiteno Nordeste S.A. - Indústria e Comércio   -   33,000
Ultragaz Participações Ltda.   9,951   -
Companhia Ultragaz S.A.   2,939   -
Imaven Imóveis e Agropecuária Ltda.   -   22,658
Total as of June 30, 2006   20,409   447,061
   
 
Total as of March 31, 2006   14,409   447,252
   
 

    Consolidated
   
    Loans   Trade accounts
   
 
    Assets   Liabilities   Receivable   Payable
   
 
 
 
Química da Bahia Indústria e Comércio        
 S.A.   -   3,932   -   -
Serma Associação dos Usuários de        
 Equipamentos de Processamentos de        
 Dados e Serviços Correlatos   5,254   -   -   15
Petroquímica União S.A.   -   -   -   399
Oxicap Indústria de Gases Ltda.   -   -   -   629
Liquigás Distribuidora S.A.   -   -   145   -
Petróleo Brasileiro S.A. - Petrobras   -   -   11,279   -
Copagaz Distribuidora de Gás Ltda.   -   -   61   -
Braskem S.A.   -   -   -   28,482
SHV Gás Brasil Ltda.   -   -   62   -
Plenogás - Distribuidora de Gás S.A.   -   871   -   -
Other   19   257   58   -
   
 
 
 
Total as of June 30, 2006   5,273   5,060   11,605   29,525
   
 
 
 
Total as of March 31, 2006   4,955   4,984   16,508   29,737
   
 
 
 

12






Ultrapar Participações S.A. and Subsidiaries

    Consolidated
   

    Transactions   Financial
   
  income
    Sales   Purchases   (expenses)
   
 
 

Petroquímica União S.A.   -   61,797   -
Oxicap Indústria de Gases Ltda.   -   3,948   -
Liquigás Distribuidora S.A.   1,694   -   -
Química da Bahia Indústria e Comércio S.A.   -   -   (76 )
Petróleo Brasileiro S.A. - Petrobras   16   975,924   -
Copagaz Distribuidora de Gás Ltda.   515   -   -
Braskem S.A.   25,688   299,356   -
Other   839   -   -
   
 
 

Total as of June 30, 2006   28,752   1,341,025   (76 )
   
 
 

Total as of June 30, 2005   43,447   1,395,416   (257 )
   
 
 


The loan balance with Química da Bahia Indústria e Comércio S.A. is adjusted based on the Brazilian long-term interest rate (TJLP). Other loans are not subject to financial charges. Purchase and sale transactions refer substantially to purchases of raw materials, other materials and transportation and storage services, carried out at market prices and conditions.

The loan agreement with Ultracargo - Operações Logísticas e Participações Ltda. results substantially from the sale of shares issued by Oxiteno S.A. - Indústria e Comércio to the Company, so as to avoid cross shareholding resulting from a corporate restructuring conducted in 2002.

13






Ultrapar Participações S.A. and Subsidiaries

9. INCOME AND SOCIAL CONTRIBUTION TAXES

  a) Deferred income and social contribution taxes
   
  The Company and its subsidiaries recognize tax assets and liabilities, which do not expire, arising from tax loss carryforwards, temporary add-backs, revaluation of property, plant and equipment, and other procedures. The tax credits are based on continuing profitability from operations. Deferred income and social contribution taxes are presented in the following principal categories:
   
  Company   Consolidated


  6/30/2006   3/31/2006   6/30/2006   3/31/2006
Assets:  
 
 
 
   Deferred income and social        
    contribution taxes on:        
    Provision for loss of assets   -   -   23,747   24,172
    Provision for contingencies   2,976   2,915   11,684   11,921
    Other provisions   42   92   21,563   17,555
    Income and social contribution          
      tax loss carryforwards   -   -   37,801   30,252
   
 
 
 
Total   3,018   3,007   94,795   83,900
   
 
 
 
Current portion   42   92   22,255   22,552
Long-term portion   2,976   2,915   72,540   61,348
   
 
 
 
Liabilities:        
   Deferred income and social        
    contribution taxes on:        
    Revaluation of property, plant          
      and equipment   -   -   1,049   1,146
    Income earned abroad   -   -   23,907   23,583
   
 
 
 
Total   -   -   24,956   24,729
   
 
 
 
Current portion   -   -   210   230
Long-term portion   -   -   24,746   24,499
   
 
 
 

14






Ultrapar Participações S.A. and Subsidiaries

The estimated recovery of deferred income and social contribution assets is shown below:

  Company   Consolidated
   
 
To through 2006   42   22,255
2007   -   21,705
2008   2,976   24,113
2009   -   26,722
 
 
  3,018   94,795
 
 

  b) Conciliation of income and social contribution taxes in the statements of income Income and social contribution taxes are reconciled to statutory tax rates as follows:
   
  Company   Consolidated




 




  6/30/2006     6/30/2005     6/30/2006   6/30/2005
   

 

 

 

Income (loss) before taxes, equity in        
 subsidiaries and affiliated companies        
 and minority interest   3,400   (1,170 )   170,719   213,390
Statutory tax rates - %   34,00   34,00   34,00   34,00
   

 

 

 

Income and social contribution taxes at          
 statutory rates   (1,156 )   398   (58,044 )   (72,553 )
   

 

 

 

Adjustments to the effective tax rate:        
 Operating provisions and        
nondeductible expenses/nontaxable income   (19 )   1   1,715   8,447
 Adjustments to estimated income   -   -   948   640
 Interest on Capital   (4,893 )   -   -   -
 Workers’ meal program (PAT)   -   -   483   237
 Other   -   -   (40 )   802
   

 

 

 

Income and social contribution taxes        
 before benefit of tax holidays   (6,068 )   399   (54,938 )   (62,427 )
   

 

 

 

Benefit of tax holidays - ADENE   -   -   30,753   39,358
Income and social contribution taxes        
 in the statements of income   (6,068 )   399   (24,185 )   (23,069 )
Current   (6,150 )   (58 )   (66,186 )   (68,583 )
Deferred   82   457   11,248   6,156
Benefit of tax holidays - ADENE   -   -   30,753   39,358

The benefit of tax holidays of subsidiaries in the amount of R$30,753 as of June 30, 2006 (R$39,358 as of June 30, 2005), derived substantially from operations in regions entitled to incentive, are classified as income and social contribution taxes in the statements of income.

15






Ultrapar Participações S.A. and Subsidiaries

  c) Tax exemption

The following indirect subsidiaries have partial or full exemption from income tax in connection with a government program for the development of the Northeast Region of Brazil:

Subsidiary                    Plants   Exemption
- %
  Expiration
date

 
 
 
Oxiteno Nordeste S.A. - Indústria e      
   Comércio   Camaçari plant   100   2006
Bahiana Distribuidora de Gás Ltda.   Mataripe unit   75   2013
  Suape unit   100   2007
  Ilhéus unit   25   2008
  Aracaju unit   25   2008
  Caucaia unit   75   2012
Terminal Químico de Aratu S.A. -      
   Tequimar (*)   Aratu Terminal   75   2012

(*) In December 2005, the Suape unit’s exemption expired and a request was filed with ADENE (Northeast Development Agency), the agency in charge of managing this incentive program, seeking a 75% income tax reduction until 2015. This reduction was granted on April 22, 2006. On June 8, 2006, the incentive-granting report issued by ADENE was forwarded to the Federal Revenue Service (SRF) for approval within 120 days. Should such request not be approved, the company will file a new request, for an income tax reduction of 25% until 2008 and 12.5% from 2009 until 2013, to which it is entitled as it is located in an incentive area and considered a priority economic activity for the region’s development. As the request has not yet been approved, there is no reduction considered in the income tax calculation relating to such unit.

10. INVESTMENTS

  a) Subsidiaries of the Company
   
  Investments   Equity in subsidiaries
and affiliated companies
 
 
  6/30/2006   3/31/2006   6/30/2006   6/30/2005
   
 
 
 
Ultragaz Participações Ltda.   312,902   301,915   46,686   17,196
Ultracargo - Operações        
Logísticas e Participações Ltda.   598,834   597,132   1,595   6,923
Imaven Imóveis e Agropecuária Ltda.   48,419   47,253   2,347   2,459
Oxiteno S.A. - Indústria e Comércio   1,333,070   1,269,615   103,242   164,475
   
 
 
 
  2,293,225   2,215,915   153,870   191,053
 
 
 
 

16






Ultrapar Participações S.A. and Subsidiaries

  b) Affiliated companies (consolidated)    
   

    Investments   Equity in subsidiaries
and affiliated companies
   
 

    6/30/2006   3/31/2006   6/30/2006   6/30/2005
   
 
 
 

Química da Bahia Indústria        
   e Comércio S.A.   3,398   2,807   634   1,418
Oxicap Indústria de Gases Ltda.   1,430   1,435   13   (44 )
   
 
 
 

  4,828   4,242   647   1,374
 
 
 
 

The investment of subsidiary Oxiteno S.A. - Indústria e Comércio in the affiliated company Oxicap Indústria de Gases Ltda. and the investment of subsidiary Oxiteno Nordeste S.A. -Indústria e Comércio in the affiliated company Química da Bahia Indústria e Comércio S.A. are carried under the equity method based on the affiliates’ financial statements as of May 31, 2006 and as of June 30, 2006, respectively.

11. PROPERTY, PLANT AND EQUIPMENT (CONSOLIDATED)

      6/30/2006   3/31/2006
       
 
  Annual
depreciation
rates - %
  Revalued
cost
  Accumulated
depreciation
    Provision
for losses
  Net book
value
  Net book
value
   
 
 
 
   
 
Land   -   47,902   -   (1,803 )   46,099   48,044
Buildings   4 to 5     432,966   (159,835 )   (604 )   272,527   276,338
Machinery and equipment   5 to 10   874,205   (440,112 )   (412 )   433,681   441,096
Gas tanks and cylinders            
  10   269,059   (151,222 )   -   117,837   120,323
Vehicles   20 to 30   169,008   (127,078 )   -   41,930   44,530
Furniture and fixtures   10   22,969   (9,409 )   -   13,560   13,486
Construction in progress   -   70,046   -   -   70,046   45,947
Imports in transit   -   147   -   -   147   285
Intangibles   2.5 to 20   111,436   (49,208 )   (631 )   61,597   60,131
Other   20 to 30   63,566   (31,797 )   -   31,769   20,007
       
 
 
   
 
    2,061,304   (968,661 )   (3,450 )   1,089,193   1,070,187
       
 
 
   
 

17






Ultrapar Participações S.A. and Subsidiaries

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

Balance as of March 31, 2006   1,043
Addition   2,407
   
Balance as of June 30, 2006   3,450
   

The subsidiaries recorded, in previous years, revaluation of property, plant and equipment items. The revaluation balances are shown below:

    6/30/2006   3/31/2006
   
 
    Revaluation   Accumulated
depreciation
  Net
book
value
  Net book
value
   
 
 
 
Land   15,504   -   15,504   15,571
Buildings   46,696   (35,575 )   11,121   11,528
Machinery and equipment   31,738   (30,527 )   1,211   1,283
Vehicles   1,087   (1,087 )   -   -
Gas tanks and cylinders   48,911   (48,911 )   -   -
   
 
 
 
  143,936   (116,100 )   27,836   28,382
   
 
 
 

The depreciation of theses revaluations in the amount of R$964 was recorded in the statements of income. The amount of deferred taxes on revaluations totals R$8,075, of which R$1,049 is recorded as long-term liabilities, as shown in Note 9.a), and R$7,026 is accrued in the same period in which certain subsidiaries realize the revaluation reserve, since these revaluations occurred prior to the issuance of CVM Resolution No. 183/95.

Construction in progress refers substantially to improvements of subsidiaries’ plants.

Buildings include R$60,756 (R$61,076 as of March 31, 2006) of leasehold improvements that are being amortized on a straight-line basis at 4% per year.

Intangibles include software in the amount of R$24,311 (R$24,394 as of March 31, 2006), technology in the amount of R$15,607 (R$13,735 as of March 31, 2006), goodwill in the amount of R$6,412 (R$6,588 as of March 31, 2006) and commercial property rights, mainly those described below:

  • On July 11, 2002, the subsidiary Terminal Químico de Aratu S.A. - Tequimar won a bid for use of the site where the Aratu Terminal is located for another 20 years, renewable for the same period. The price paid by Tequimar amounted to R$12,000 and is being amortized from August 2002 to July 2042.

  • Further, the subsidiary Terminal Químico de Aratu S.A. - Tequimar has a lease agreement for an area adjacent to the Port of Santos for 20 years, effective December 2002 and renewable for another 20 years, for building and operating a terminal for receiving, tankage, handling and distribution of bulk liquids. The price paid by Tequimar was R$3,803 and is being amortized from August 2005 until December 2022.

18






Ultrapar Participações S.A. and Subsidiaries

Other refers to computer equipment in the amount of R$12,831 (R$13,802 as of March 31, 2006) and advances to suppliers in the amount of R$18,941 (R$6,204 as of March 31, 2006).

There were no changes in the valuation allowance for property, plant and equipment during the period presented.

12. DEFERRED CHARGES (CONSOLIDATED)

Represented substantially by costs incurred in the implementation of systems modernization projects in the amount of R$9,522 (R$9,218 as of March 31, 2006), amortized over five to ten years, and for costs associated with the installation of Ultrasystem equipment at customers’ facilities in the amount of R$62,003 (R$62,249 as of March 31, 2006), amortized over the terms of the LPG supply contracts with these customers. Deferred charges also include the goodwill from acquisitions and expenses on studies and projects.

13. LOANS, FINANCING AND DEBENTURES (CONSOLIDATED)

  a) Composition


          Annual interest  
Description   6/30/2006   3/31/2006   Index/Currency   rate 2006 - %   Maturity and amortization

 

 

 
 
 
Foreign currency:            
 Syndicated loan   130,022   132,172     US$   5.05   Semiannually until 2008
 Notes (b)   672,412   554,037     US$   From 7.25 to 9.0   Semiannually until 2020
 Working capital loan   7,932   2,758     MX$ + TIIE (i)   1.0   Monthly until 2006
 Foreign financing   26,457   26,089     US$ + LIBOR   2.0   Semiannually until 2009
 Inventories and property, plant              
     and equipment financing   8,765   9,158     MX$ + TIIE (i)   2.0   Semiannually until 2010
 Advances on foreign exchange              
     contracts   5,313   4,840     US$   From 4.85 to 5.68   Maximum of 60 days
 National Bank for Economic            
     and Social Development           From 8.58 to   Monthly until 2011
     (BNDES)   17,420   19,073     UMBNDES (ii)   10.33  
 National Bank for Economic            
     and Social Development           From 8.63 to   After Nov/06, monthly until
     (BNDES)   2,593   1,945     US$   10.78   2011
 Export prepayments, net of            
     linked operations   15,034   23,246     US$   From 4.22 to 6.20   Semiannually until 2008
   
 
       
Subtotal   885,948   773,318        
   
 
       
Local currency:            
 National Bank for Economic            
     and Social Development            
     (BNDES)   161,577   169,585     TJLP (iii)   From 1.50 to 4.85   Monthly until 2011
 National Bank for Economic            
     and Social Development            
     (BNDES)   9,116   8,912     IGP-M (iv)   6.5   Semiannually until 2008
 Government Agency for            
     Machinery and Equipment              
     Financing (FINAME)   47,971   47,773     TJLP (iii)   From 1.8 to 4.85   Monthly until 2011
 Research and project financing              
       (FINEP)   51,299   35,662     TJLP (iii)   From (2.0) to 5.0   Monthly until 2009
 Debentures (c)   315,346   304,173     CDI   102.5   Semiannually until 2008
 Other   411   322        
   
 
       
Subtotal   585,720   566,427        
   
 
       
Total loans, financing and            
 debentures   1,471,668   1,339,745        
   
 
       
Current liabilities   (135,609 )   (133,834 )        
   
 
       
Long-term liabilities   1,336,059   1,205,911        
   
 
       


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

19






Ultrapar Participações S.A. and Subsidiaries

(ii) UMBNDES = BNDES monetary unit. This is a “basket” of currencies representing the composition of the BNDES debt in foreign currency, 87%, of which is linked to the U.S. dollar.
   
(iii) TJLP = fixed by the CMN (National Monetary Council); TJLP is the basic cost of BNDES financing.
   
(iv) IGP-M = General Market Price Index, a measure of Brazilian inflation calculated by the Getúlio Vargas Foundation.

The long-term amounts have the following composition by year of maturity:

  6/30/2006   3/31/2006
   
 
From 1 to 2 years   389,849   390,684
From 2 to 3 years   204,617   200,238
From 3 to 4 years   59,697   64,825
From 4 to 5 years   6,479   7,064
More than 5 years   675,417   543,100
 
 
  1,336,059   1,205,911
 
 

      b) Notes in the foreign market
   
  In June 1997, the subsidiary Companhia Ultragaz S.A. issued US$60 million in notes, (Original Notes), maturing in 2005. In June 2005, maturity was extended to June 2020, with put/call options in June 2008.
   
  In June 2005, the subsidiary Oxiteno Overseas Corp. acquired the full amount of Original Notes issued by Companhia Ultragaz S.A., with funds from a syndicated loan in the amount of US$60 million with maturity in June 2008 and interest rate of 5.05% per year. The syndicated loan was guaranteed by the Company and the subsidiary Oxiteno S.A. - Indústria e Comércio.
   
  In April 2006, the subsidiary Oxiteno Overseas Corp. sold the Original Notes to a financial institution. Concurrently, the subsidiary acquired from this financial institution a credit linked note backed by the Original Notes, as mentioned in Note 4, thus obtaining an additional return on this investment. The transaction matures in 2020, and the subsidiary as well as the financial institution may redeem it early, with the subsidiary having only an annual option of redemption (purchase) in or after June 2008. In the event of insolvency of the financial institution, Companhia Ultragaz S.A. would be required to settle the Original Notes, although Oxiteno Overseas Corp. would continue to be creditor of the credit linked note. Thus, the Company stopped eliminating the Original Notes in its financial statements.
   
  In December 2005, the subsidiary LPG International Inc. issued notes in the amount of US$250 million, maturing in December 2015, with annual interest rate of 7.25% paid semiannually, with the first payment scheduled for June 2006. The issue price was 98.75% of the notes’ face value, which represented a total yield for investors of 7.429% per year upon issuance. The notes were guaranteed by the Company and by Oxiteno S.A. - Indústria e Comércio.
   
  As a result of the issuance of notes and the syndicated loan, the Company and its subsidiaries mentioned above are subject to covenants that limit, among other things:
   

20






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

  • Obligation of having board of directors resolution for transactions with related parties higher than US$ 15 million (excluding transactions by the Company with subsidiaries and between subsidiaries);

  • Restriction of disposal of the totality or near totality of the assets of Ultrapar and subsidiaries;

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

  • Maintenance of financial ratio, between consolidated net debt and consolidated EBITDA, less than or equal to 3.5; and

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

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

      c) Debentures
   
  On February 2, 2005, the Extraordinary Stockholders’ Meeting approved the issuance by the Company and the public distribution in a single series of 30,000 nonconvertible debentures with nominal unit value of R$10,000.00 (ten thousand Brazilian reais), totaling R$300,000.
   
  On March 30, 2005, the Company’s Board of Directors, as delegated by the Extraordinary Stockholders’ Meeting, approved the interest rate determined through a bookbuilding process on the same date.
   
  On April 6, 2005, the Brazilian Securities Commission (CVM) registered the operation, and funds of R$304,854, net of commission, were received on April 8, 2005.
   
  Characteristics of the debentures are:
   
  Nominal unit value:   R$10,000.00  
  Final maturity:   March 1, 2008  
  Nominal value payment:   Lump sum at final maturity  
  Yield:   102.5% of CDI  
  Yield payment:   Semiannually, beginning March 1, 2005  
  Repricing:   None  

21






Ultrapar Participações S.A. and Subsidiaries

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

      d) Collateral
   
  A portion of the financing is collateralized by liens on property, plant and equipment, shares, promissory notes and guarantees provided by the Company and its subsidiaries, as shown below:
   
  6/30/2006   3/31/2006
   
 
Amount of financing secured by:    
   Property, plant and equipment   51,456   52,001
   Shares of affiliated companies and minority      
     stockholders’ guarantees   9,115   8,912
 
 
  60,571   60,913
 
 

Other loans are collateralized by guarantees issued by the Company and by the future flow of exports. The Company is responsible for sureties and guarantees offered on behalf of its subsidiaries, amounting to R$1,047,541 (R$954,399 as of March 31, 2006).

Certain subsidiaries have issued guarantees to financial institutions related to amounts owed to those institutions by some of their customers (vendor financing). In the event any subsidiary is required to make a payment under the guarantees, the subsidiary may recover such amounts paid directly from its customers through commercial collection. Maximum future payments related to these guarantees amount to R$26,349 (R$22,555 as of March 31, 2006), with terms of up to 180 days. As of June 30, 2006, the Company and its subsidiaries have not incurred any loss nor recorded any liability related to these guarantees.

Certain subsidiaries have conducted operations denominated “supplier finance” with its suppliers. In the operation, the banks advance to suppliers the proceeds from sales made to the subsidiaries, through acceptance by the subsidiaries with the banks. Those operations have an average term of nine days and are recorded as bank loans, since the suppliers received the funds from the banks, using the subsidiaries’ credit. The amount as of June 30, 2006 totalized R$411 (R$322 as of March 31, 2006). Financial income related to this operation for the quarter amounted to R$7 (R$6 as of March 31, 2006) and is recorded in financial income.

22






Ultrapar Participações S.A. and Subsidiaries

14. STOCKHOLDERS’ EQUITY

      a) Capital
   
  The Company is a listed corporation with shares traded on the São Paulo and New York Stock Exchanges. Subscribed and paid-up capital is represented by 81,325,409 shares without par value, comprised of 49,429,897 common and 31,895,512 preferred shares.
   
  As of June 30, 2006, 11,651,761 preferred shares were outstanding abroad, in the form of American Depositary Receipts - ADRs.
   
  Preferred shares are not convertible into common shares, do not entail voting rights, and have priority in capital redemption, without premium, in the event of liquidation of the Company.
   
  At the beginning of 2000, the Company granted, through a stockholders agreement, tag- -along rights, which assure to minority stockholders identical conditions to those negotiated by the controlling shareholders in case of disposal of shareholding control of the Company. The tag-along rights guarantee 100% of the offer amount for all types of shares of the Company. On May 18, 2004, the Company included the tag-along rights in its bylaws.
   
  The Company is authorized to increase its capital, regardless of amendment to the bylaws, through a resolution of the Board of Directors, until it reaches R$1,500,000 (one billion and five hundred million reais), by means of issuance of common or preferred shares, without keeping the existing ratio, observed the limit of 2/3 of preferred shares to the total shares issued.
   
      b) Treasury shares
   
  The Company acquired its own shares at market price, without capital reduction, for holding in treasury and subsequent disposal or cancellation, in accordance with the provisions of Brazilian Securities Commission (CVM) Instructions No. 10, of February 14, 1980, and No. 268, of November 13, 1997.
   
  As of June 30, 2006, the Company’s financial statements record 182,697 preferred shares and 6,617 common shares in treasury, which were acquired at the average cost of R$26.09 and R$19.30 per share, respectively. The consolidated financial statements record 377,847 preferred shares and 6,617 common shares in treasury, which were acquired at the average cost of R$24.35 and R$19.30 per share, respectively.
   
  The market price of preferred shares issued by the Company as of June 30, 2006 on the São Paulo Stock Exchange (BOVESPA) was R$34.10.
   
      c) Capital reserve
   
  The capital reserve in the amount of R$2,046 reflects the goodwill on the disposal of shares to be held in treasury in the Company’s subsidiaries, at the average price of R$33.21 per share. Executives of these subsidiaries were given the usufruct of such shares, as described in Note 21.
   

23






Ultrapar Participações S.A. and Subsidiaries

  d) Revaluation reserve
   
  This reserve reflects the revaluation write-up of assets of subsidiaries and is realized based upon depreciation, write-off or disposal of revalued assets, including the related tax effects.
   
  In some cases, taxes on the revaluation reserve of certain subsidiaries are recognized only upon the realization of this reserve, since the revaluations occurred prior to the publication of CVM Resolution No. 183/95. Taxes on these reserves are R$7,026 (R$7,167 as of March 31, 2006).
   
  e) Retention of profits reserve
   
  This reserve is supported by the investment program, in conformity with article 196 of Brazilian corporate law, and includes both a portion of net income and the realization of the revaluation reserve.
   
  f) Realizable profits reserve
   
  This reserve is established in conformity with article 197 of Brazilian corporate law, based on the equity in subsidiaries and affiliated companies. Realization of the reserve usually occurs upon receipt of dividends, disposal and write-off of investments.
   
  g) Conciliation of stockholders’ equity - Company and consolidated
   
  6/30/2006   3/31/2006
     

 

  Stockholders’ equity - Company   1,946,719   1,858,687
  Treasury shares held by subsidiaries, net of realization   (3,539 )   (3,650 )
  Capital reserve arising from sale of treasury shares to    
     subsidiaries, net of realization   (1,615 )   (1,668 )
     

 

  Stockholders’ equity - consolidated   1,941,565   1,853,369
     

 


  h) Reconciliation of net income - Company and consolidated
   
  The reconciliation of net income, Company and consolidated, shows the effect of the reversal of the allowance for scheduled factory maintenance shutdown of some subsidiaries, net of income and social contribution taxes, recorded in retained earnings, in accordance with CVM Resolution No. 489/05 and Technical Interpretation No.º 01/2006 by IBRACON, as follows:
   
  6/30/2006   6/30/2005
     

 
  Net income - Company   151,202   190,282
  Reversal of allowance for factory maintenance shutdown by    
     the subsidiary Oxiteno S.A. Indústria e Comércio   (796 )   -
  Reversal of allowance for factory maintenance shutdown by    
     the subsidiary Oxiteno Nordeste S.A. Indústria e Comércio   (5,513 )   -
     

 
  Net income - consolidated   144,893   190,282
     

 

24





Ultrapar Participações S.A. and Subsidiaries

15. NONOPERATING EXPENSES, NET (CONSOLIDATED)

Composed mainly of R$6,675 in expenses on studies and projects, and R$7,596 (R$2,896 as of June 30, 2005) of result on the disposal of permanent assets, especially cylinders and allowance for loss on the disposal of a real estate property.

16. CONCILIATION OF EBITDA (CONSOLIDATED)

EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) is calculated by the Company as shown below:

    6/30/2006   6/30/2005
   
 
    Ultragaz   Oxiteno   Ultracargo   Other   Consolidated   Consolidated
   
 

 
 

 

 

Operating income from            
   operations   71,310   104,313   4,257   4,720   184,600   217,270
(-) Equity in subsidiaries and              
   affiliated companies   -   (2,103 )   -   1,456   (647 )   (1,374 )
(+/-) Financial income            
   (expense)   5,108   (38,189 )   1,972   (3,787 )   (34,896 )   25,473
(+) Depreciation and            
   amortization   56,459   22,688   13,978   373   93,498   91,336
   
 

 
 

 

 

EBITDA   132,877   86,709   20,207   2,762   242,555   332,705
   
 

 
 

 

 

17. SEGMENT INFORMATION

The Company has three reportable segments: gas, chemicals and logistics. The gas segment distributes LPG to retail, commercial and industrial consumers mainly in the South, Southeast and Northeast Regions of Brazil. The chemicals segment primarily produces ethylene oxide, ethylene glycols, ethanolamines and etherglycols. Operations in the logistics segment include storage and transportation, mainly in the Southeast and Northeast Regions of Brazil. Reportable segments are strategic business units that offer different products and services. Intersegment sales are transacted at prices approximating those that the selling entity is able to obtain with third parties.

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

  6/30/2006   6/30/2005










  Ultragaz   Oxiteno   Ultracargo   Other   Consolidated   Consolidated
   
 
 
 
 
 
Net sales, net of related-party            
 transactions   1,474,842   727,743   92,450   44   2,295,079   2,339,039
Income from operations before              
 financial income (expenses)            
 and equity in subsidiaries and              
 affiliated companies   76,418   64,021   6,229   2,389   149,057   241,369
EBITDA   132,877   86,709   20,207   2,762   242,555   332,705
Total assets, net of related            
 parties   867,113   2,149,638   283,217   417,534   3,717,502   2,982,066

25






Ultrapar Participações S.A. and Subsidiaries

18. FINANCIAL INCOME AND EXPENSES, NET (CONSOLIDATED)

    6/30/2006      6/30/2005   
   
   
 
Financial income:        
  Interest on temporary cash investments and        
      long-term cash investment   83,736     52,501  
  Interest on trade accounts receivable   2,905     2,588  
  Monetary and exchange variations income   (13,782 )   (16,354 )
  Other income   958     1,140  
   
   
 
    73,817     39,875  
   
   
 
Financial expenses:        
  Interest on loans and financing   (42,718 )   (19,864 )
  Interest on debentures   (23,980 )   (12,926 )
  Bank charges   (6,568 )   (9,785 )
  Monetary and exchange variations expenses   15,058     30,357  
  Financial results from currency hedge transactions   (11,681 )   (37,917 )
  CPMF/IOF/other financial expenses (*)   33,537     (13,316 )
  Other expenses   (2,569 )   (1,897 )
   
   
 
    (38,921 )   (65,348 )
   
   
 
Financial results   34,896     (25,473 )
   
   
 
             

(*)      Including R$17,217 referring to the reversal of the provision for PIS and COFINS contingencies and R$26,225 related to the recovery of PIS and COFINS mentioned in Note 20 a).

In accordance with CVM resolution Nº. 488/05 the information as of June 30, 2005 was reclassified for better comparison.

19. RISKS AND FINANCIAL INSTRUMENTS (CONSOLIDATED)

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

  • Customer default - These risks are managed by specific policies for accepting customers and analyzing credit, and are mitigated by diversification of sales. As of June 30, 2006, the subsidiaries of Oxiteno S.A. - Indústria e Comércio maintained R$853 (R$866 as of March 31, 2006) and the subsidiaries of Ultragaz Participações Ltda. maintained R$24,055 (R$24,828 as of March 31, 2006) as an allowance for doubtful accounts.

26






Ultrapar Participações S.A. and Subsidiaries
  • Interest rates - The Company and its subsidiaries adopt conservative policies to obtain and invest funds and to minimize the cost of capital. Temporary cash investments of the Company and its subsidiaries are comprised substantially of transactions linked to the interbank deposit rate (CDI), as described in Note 4. A portion of the financial assets is intended for foreign currency hedges, as mentioned below. Borrowings are originate from the BNDES, and foreign currency financing, as mentioned in Note 13.

  • Exchange rate - The Company’s subsidiaries use hedge (mainly US$ to CDI) instruments available in the financial market to cover assets and liabilities in foreign currency, so as to reduce the exchange variation effects on their results. Such hedges have amounts, periods and indexes equivalent to the assets and liabilities in foreign currency to which they are linked. Shown below are the assets and liabilities in foreign currency, translated into Brazilian reais at June 30, 2006 and March 31, 2006:
      6/30/2006      3/31/2006   
     
   
 
  Assets:             
     Investments abroad and hedges   79,606     94,617  
     Foreign cash and cash equivalents   6,552     2,380  
     Foreign temporary cash and long-term cash investments   787,734     674,836  
     Receivables from foreign customers, net of advances on        
         exchange contracts   26,236     23,447  
     
   
 
      900,128     795,280  
     
   
 
  Liabilities:        
     Foreign currency financing   885,948     773,318  
     Import payables   17,691     24,479  
     
   
 
      903,639     797,797  
     
   
 
  Net (liability) asset position   (3,511 )   (2,517 )
     
   
 

    The exchange rate variation related to cash and banks, investments, temporary cash investments, and long-term cash investments of foreign subsidiaries was recorded as financial expense in the consolidated statement of income for 2006, in the amount of R$14,280 (financial expenses of R$9,892 as of June 30, 2006).

  • Market value of financial instruments

    Market value of financial instruments as of June 30, 2006 and March 31, 2006 are as follows:

27




Ultrapar Participações S.A. and Subsidiaries 


      6/30/2006   3/31/2006
     
 
      Book
value
  Market
value
  Book
value
  Market
value
     
 
 
 
  Financial assets:                
   Cash and banks   47,256   47,256   26,470   26,470
   Temporary cash investments   1,064,124   1,061,981   1,058,660   1,055,744
   Long-term cash investments   522,376   522,376   382,124   382,124
     
 
 
 
      1,633,756   1,631,613   1,467,254   1,464,338
     
 
 
 
  Financial liabilities:                
   Current and long-term loans and                
      financing   1,156,322   1,139,673   1,035,572   1,029,726
   Current and long-term debentures   315,346   315,203   304,173   304,322
     
 
 
 
      1,471,668   1,454,876   1,339,745   1,334,048
     
 
 
 
  Investment-                
   Investment in affiliated company   18,694   20,919   18,694   23,518
     
 
 
 


The market value of financial instruments was obtained through the commonly used marking to market methodology, which consists of carrying the balances of the instruments until the maturity at the respective contracted rates, discounting them to present value at market rates as of June 30, 2006 and March 31, 2006. The market value of investment in affiliated company is based on the share price trading on the São Paulo Stock Exchange - BOVESPA.

20. CONTINGENCIES AND COMMITMENTS (CONSOLIDATED)

  a) Labor, civil and tax lawsuits
 
  The Petrochemical Industry Labor Union, of which the employees of Oxiteno Nordeste S.A. - Indústria e Comércio are members, filed an action against the subsidiary in 1990, demanding compliance with the adjustments established in a collective labor agreement, in lieu of the salary policies effectively followed. At the same time, the employers’ association proposed a collective bargaining for the interpretation and clarification of the fourth clause of the agreement. Based on the opinion of its legal counsel, who analyzed the last decision of the Federal Supreme Court (STF) on the collective bargaining, as well as the status of the individual lawsuit of the subsidiary, management believes that a reserve is not necessary as of June 30, 2006.
 
  The subsidiaries Companhia Ultragaz S.A. and SPGás Distribuidora de Gás Ltda. are parties to an administrative proceeding at the SDE (Economic Law Department), linked to CADE (Administrative Council for Economic Defense), under the allegation of anticompetitive practice in the municipalities of a region of the State of Minas Gerais in 2001. In September 2005, the SDE issued a technical notice recommending to CADE a ruling against the companies involved in this proceeding. In their defense, the subsidiaries’ arguments, among others, are that: (i) under the terms of the notice issued by the Company’s chief executive officer on July 4, 2000, the subsidiaries’ employees were forbidden to discuss with third parties matters related to prices; and (ii) no
 

28





Ultrapar Participações S.A. and Subsidiaries


 

consistent evidence was attached to the proceeding’s records, and the SDE acknowledges its failure in the attempt to prove the practice. In view of the arguments presented, the fact that the technical notice has no binding effect on CADE’s decision, and their legal counsel’s opinion, the subsidiaries did not record a provision for this issue. Should CADE’s decision be unfavorable, the subsidiaries can still discuss the issue at the judicial level.

The subsidiary Companhia Ultragaz S.A. is a defendant in lawsuits relating to damages caused by an explosion in 1996 in a shopping mall in the city of Osasco, State of São Paulo. Such lawsuits involve: (i) individual suits filed by victims of the explosion claiming damages from Ultragaz for the loss of economic benefit and for pain and suffering; (ii) lawsuit for reimbursement of expenses by the administration company of the shopping mall and its insurance company; and (iii) class action suit seeking indemnification for property damage and pain and suffering for all the victims injured and deceased. The subsidiary believes that it has presented evidence that defective gas pipes in the shopping mall caused the accident and that Ultramar’s on-site LPG storage facilities did not contribute to the explosion. Of the 54 lawsuits judged thus far, a favorable judgment was obtained for 53, with 1 unfavorable decision, which is still subject to appeal, and whose amount, should the decision be upheld, is R$17. The subsidiary has insurance for this contingency, and the uninsured contingent amount is R$39,633. The Company has not recorded any provision for this amount, since it believes the probability of loss is remote.

The Company and its subsidiaries obtained injunctions to pay PIS and COFINS (taxes on revenues) without the changes introduced by Law No. 9718/98 in its original version. The ongoing questioning refers to the levy of these taxes on sources other than revenues. The unpaid amounts were recorded in the financial statements of the Company and its subsidiaries, totaling R$20,415 (R$21,370 as of March 31, 2006). Recently the Federal Supreme Court (STF) has decided the matter favorable to the taxpayer. Although it is a precedent, the effect of this decision does not automatically apply to all companies, since they must await judgment of their own lawsuits. On 3/29/2006 and 6/14/2006 final and unappealable decisions were rendered on the lawsuits of the subsidiaries Companhia Ultragaz S.A. and Transultra - Armazenagem e Transporte Especializado Ltda., and the subsidiaries reversed the existing provisions in the amount of R$15,886 and R$1,331, net of attorney’s fees, as financial income in the statement of income for the quarter. Likewise, on 04/11/2006, a final and unappealable decision was rendered on the lawsuit related to the subsidiary Oxiteno Nordeste S.A. Indústria e Comércio. As this subsidiary had not obtained an injunction, it paid undue PIS and COFINS in prior periods. The amount of R$26,225, related to the favorable outcome in this lawsuit, net of attorney’s fees, was recorded as financial income and will be used for future offset of PIS and COFINS. The Company has other subsidiaries whose lawsuits have not yet been judged. Thus, should there be final favorable outcomes for the subsidiaries in all lawsuits, the Company estimates that the total positive effect on income before income and social contribution taxes should reach R$19,766, net of attorney’s fees.

The subsidiary Oxiteno S.A. - Indústria e Comércio and its subsidiary Oxiteno Nordeste S.A. - Indústria e Comércio accrued R$15,098 (R$14,824 as of March 31, 2006) for ICMS tax assessments being judged at lower-level and appeal-level administrative courts. The subsidiaries are currently awaiting a decision on the appeals.

 

29






Ultrapar Participações S.A. and Subsidiaries


 

The subsidiary Utingás Armazenadora S.A. has been challenging in court ISS (Service Tax) tax assessments issued by the municipal government of Santo André. Legal counsel of the subsidiary classifies the risk as low, since a significant portion of the lower-court decisions was favorable to the subsidiary. The thesis defended by the subsidiary is supported by the opinion of a renowned tax specialist. The unprovisioned updated amount of the contingency as of June 30, 2006 is R$31,455 (R$31,292 as of March 31, 2006).

On October 7, 2005, the subsidiaries of Ultragaz Participações Ltda. filed for and obtained an injunction to support the offset of PIS and COFINS credits against other federal taxes administered by the Federal Revenue Service (SRF), notably income and social contribution taxes. According to the injunction obtained, the subsidiaries have been making escrow deposits for these debits and recognizing the corresponding liability for this purpose.

The Company and its subsidiaries have other ongoing administrative and judicial proceedings; legal counsel classified the risks on these proceedings as possible and/or remote and, therefore, no reserves for potential losses on these proceedings have been recorded.

Escrow deposits and provisions are summarized below:

                                 
  Provisions   Balance on
3/31/2006
    Additions     Reversal/
utilization
    Update     Balance on
6/30/2006
 
     
   
   
   
   
 
  Income and social                    
   contribution taxes   9,764     6,882     -     318     16,964  
  PIS and COFINS on other                    
   revenues   21,370     -     (1,403 )   448     20,415  
  ICMS   14,824     -     -     274     15,098  
  (-) Escrow deposits   (6,955 )   (3,159 )   -     (271 )   (10,385 )
     
   
   
   
   
 
      39,003     3,723     (1,403 )   769     42,092  
     
   
   
   
   
 
                                 

  b) Contracts
 
  The subsidiary Terminal Químico de Aratu S.A. - Tequimar has contracts with CODEBA - Companhia Docas do Estado da Bahia and Complexo Industrial Portuário Governador Eraldo Gueiros in connection with their port facilities in Aratu and Suape, respectively. Such contracts establish minimum cargo movement of 1,000,000 tons per year for Aratu, effective through 2022, and 250,000 tons per year for Suape, effective through 2027. If annual movement is less than the minimum required, the subsidiary is required to pay the difference between the actual movement and the minimum contractual movement, using the port rates in effect at the date established for payment.
 
  As of June 30, 2006, such rates were R$3.67 and R$3.44 per ton for Aratu and Suape, respectively. The subsidiary has met the minimum cargo movement limits since inception of the contracts.
 

30






Ultrapar Participações S.A. and Subsidiaries


  The subsidiary Oxiteno Nordeste S.A. - Indústria e Comércio has a supply contract with Braskem S.A., effective through 2012, which establishes a minimum consumption level of ethylene per year. The minimum purchase commitment and the actual demand for the period ended June 30, 2006 and March 31, 2006, expressed in tons of ethylene, are summarized below. Should the minimum purchase commitment not be met, the subsidiary would be liable for a fine of 40% of the current ethylene price for the quantity not purchased.

    Minimum purchase   Actual demand
    commitment   (real)2nd quarter
   
 
        2006   2005
       
 
  In tons 137,900   90,968   98,774
   
 
 

  c) Insurance coverage for subsidiaries
 
  The Company has appropriate insurance policies to cover various risks, including loss and damage from fire, lightning, explosion of any nature, windstorm, plane crash and electrical damage, among others, protecting the units and other branches of all subsidiaries, with coverage amounting to US$244 million.
 
  For the units of Oxiteno S.A. - Indústria e Comércio, Oxiteno Nordeste S.A. - Indústria e Comércio and Canamex Químicos S.A. de C.V., there is also loss of income insurance against losses from potential accidents related to their assets, with coverage amounting to US$128 million.
 
  A civil liability insurance program covers all Group companies, with coverage of US$150 million, for losses and damage from accidents caused to third parties, related to the commercial/industrial operations and/or distribution and sale of products and services.
 
  Group life insurance, personal accident insurance, health insurance, and domestic and international transportation insurance are also contracted.
 

21. STOCK COMPENSATION PLAN (CONSOLIDATED)

The Extraordinary Stockholders’ Meeting held on November 26, 2003 approved a compensation plan for management of the Company and its subsidiaries, which provides for: (i) the initial grant of usufruct of shares issued by the Company and held in treasury by the subsidiaries in which the beneficiaries are employed; and (ii) the transfer of the beneficial ownership of the shares after ten years from the initial grant, provided that the professional relationship between the beneficiary and the Company and its subsidiaries is not interrupted. The total amount granted to executives until June 30, 2006, including taxes, was R$8,940 (R$8,940 as of March 31, 2006). This amount is being amortized over a period of ten years and the amortization related to the first semester ended June 30, 2006, in the amount of R$446 (R$383 in the first semester ended June 30, 2005), was recorded as an operating expense.

31






Ultrapar Participações S.A. and Subsidiaries


22.  EMPLOYEE BENEFITS AND PRIVATE PENSION PLAN (CONSOLIDATED)

The Company and its subsidiaries offer benefits to their employees, such as life insurance, health care and pension plan. In addition, loans for the acquisition of vehicles and personal computers are available to employees of certain subsidiaries. These benefits are recorded on the accrual basis and terminate at the end of the employment relationship.

In August 2001, the Company and its subsidiaries began to provide a defined contribution pension plan to their employees. This plan is managed by Ultraprev - Associação de Previdência Complementar. Under the terms of the plan, the basic contribution of each participating employee is defined annually by the participant between 0% and 11% of his/her salary. The sponsoring companies provide a matching contribution in an identical amount as the basic contribution. As participants retire, they may opt to receive monthly: (i) a percentage varying between 0.5% and 1.0% of the fund accumulated in their name in Ultraprev; or (ii) a fixed-monthly amount that will deplete the fund accumulated in the participant’s name in a period of 5 to 25 years. Accordingly, neither the Company nor its subsidiaries assume responsibility for guaranteeing the levels of amounts or periods of receipt of the retirement benefit. In 2006, the Company and its subsidiaries contributed R$1,713 (R$2,388 in 2005) to Ultraprev, which was charged to income for the period. The total number of participating employees as of June 30, 2006 was 5,861, with no participants retired to date. Additionally, Ultraprev has 1 active participant and 31 former employees receiving defined benefits according to the policies of a previous plan.

32






Ultrapar Participações S.A. and Subsidiaries

23. SUPPLEMENTARY INFORMATION OF THE STATEMENTS OF CASH FLOWS -INDIRECT METHOD (CONSOLIDATED)

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

    6/30/2006     6/30/2005  
   
   
 
Cash flows from operating activities:        
Net income   144,893     190,282  
Adjustments to reconcile net income to cash provide by        
 operating activities:        
     Equity in subsidiaries and affiliated companies   (647 )   (1,374 )
     Depreciation and amortization   93,498     91,336  
     PIS and COFINS credits on depreciation   1,096     561  
     Interest, foreign exchange and indexation   (13,745 )   (9,275 )
     Deferred income and social contribution taxes   (11,248 )   (6,156 )
     Minority interest   2,288     1,413  
     Proceeds from disposals of permanent assets   9,175     1,781  
     Allowance for probable losses on permanent assets   2,406     481  
     Reversal of allowance for factory shutdown, net of taxes   6,309     -  
     Other   509     (594 )
(Increase) decrease in current assets:        
 Trade accounts receivable   (12,316 )   7,960  
 Inventories   (5,501 )   (12,079 )
 Recoverable taxes   (27,560 )   (22,723 )
 Other   (60 )   (17,152 )
 Prepaid expenses   253     37  
Increase (decrease) in current liabilities:        
 Trade accounts payable   (902 )   (39,519 )
 Payroll and related charges   835     (29,349 )
 Taxes payable   4,697     2,784  
 Income and social contribution taxes   4,793     70  
 Other   (9,993 )   1,146  
(Increase) decrease in long-term assets:        
 Recoverable taxes   4,364     26,472  
 Escrow deposits   331     (1,399 )
 Trade accounts receivable   (2,034 )   (3,408 )
 Other   332     37  
 Prepaid expenses   (646 )   (2,876 )
Increase (decrease) in long-term liabilities:        
 Other taxes   (12,530 )   1,817  
 Other   (633 )   58  
   
   
 
Net cash provided by operating activities   177,964     180,331  
   
   
 

33






Ultrapar Participações S.A. and Subsidiaries


    6/30/2006     6/30/2005  
   
   
 
Cash flows from investing activities:        
 Cash investments in long-term, net of redemption   -     (300,775 )
 Additions to property, plant and equipment   (101,577 )   (85,755 )
 Additions to deferred charges   (37,326 )   (23,613 )
 Proceeds from sales of permanent assets   3,651     2,166  
 Acquisition of minority interest   (9 )   -  
Net cash provided by (used in) investing activities   (135,261 )   (407,977 )
   
   
 
Cash flows from financing activities:        
 Loans, financing and debentures:        
       Issuances   189,473     707,548  
     Amortization   (282,673 )   (411,828 )
 Dividends paid   (87,491 )   (72,362 )
 Related companies   (1,556 )   (1,114 )
   
   
 
 Capital increase due to secondary public offering   -     47,218  
   
   
 
Net cash provided by (used in) financing activities   (182,247 )   269,462  
   
   
 
Decrease (increase) in cash and banks and temporary cash        
   investments   (139,544 )   41,816  
   
   
 
Cash and banks and temporary cash investments at the beginning        
 of the period   1,250,924     558,379  
Cash and banks and temporary cash investments at the end of the        
 period   1,111,380     600,195  
Supplemental disclosure of cash flow information:        
 Interest paid on loans and financing   43,667     12,093  
 Income and social contribution taxes paid in the period   6,562     11,662  

34






OTHER INFORMATION CONSIDERED MATERIAL BY THE COMPANY

Shares directly or indirectly owned by the controlling shareholders, members of the Board of Directors, Executive Officers and members of the Fiscal Council as of June 30, 2006

    Common    Preferred    Total 

Controlling Shareholders   33,748,059   885,979   34,634,038
             
Board of Directors¹   46   6   52
             
Officers²   -   139,950   139,950
             
Fiscal Council   -   1,071   1,071


Note: 1Shares owned by members of the Board of Directors which were not included in Controlling Shareholders' position. Should the member not be part of the controlling group, only its direct ownership is included.
  2Shares owned by Officers which were not included in Controlling Shareholders' and Board of Directors' positions

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

    Jun-30-06    Jun-30-05³ 
   
 
    Common    Preferred   Total    Common    Preferred   Total 

Controlling Shareholders   33,748,059   885,979   34,634,038   33,748,075   885,970   34,634,045
Board of Directors¹   46   6   52   45   7   52
Officers²   -   139,950   139,950   -   129,950   129,950
Fiscal Council   -   1,071   1,071   -   1,071   1,071


Note: 1Shares which were not included in Controlling Shareholders' position
       ²Shares which were not included in Controlling Shareholders' and Board of Directors' positions
       ³Quantities in 2005 are retroactively adjusted for the reverse stock split carried by Ultrapar in August 2005, in the proportion of 1000:1 shares.

Total free float and its percentage of total shares as of June 30, 2006

    Common    Preferred   Total 

Total Shares   49,429,897   31,895,512   81,325,409
             
 ( - ) Shares held in treasury   6,617   182,697   189,314
 ( - ) Shares owned by Controlling Shareholders   33,748,059   885,979   34,634,038
 ( - ) Shares owned by Management   46   139,956   140,002
 

             
Free-float   15,675,175   30,686,880   46,362,055
             
% Free-float / Total Shares    31.71%   96.21%   57.01%



35






Ultrapar Participações S.A. and Subsidiaries

The Company’s shareholders that holds more than 5% of voting or non-voting capital, up to the individual level, and breakdown of their shareholdings as of June 30, 2006


ULTRAPAR PARTICIPAÇÕES S.A    Common    %     Preferred    %     Total    %  

Ultra S.A. Participações   32,646,696   66.04 %   12   0.00 %   32,646,708   40.14 %
Parth Investments Company¹   9,311,730   18.84 %   1,396,759   4.38 %   10,708,489   13.17 %
Monteiro Aranha S.A.²   5,212,637   10.55 %   816,088   2.56 %   6,028,725   7.41 %
Shares held in treasury   6,617   0.01 %   182,697   0.57 %   189,314   0.23 %
Dodge & Cox, Inc.³   -   -     6,819,785   21.38 %   6,819,785   8.39 %
Others   2,252,217   4.56 %   22,680,171   71.11 %   24,932,388   30.66 %

TOTAL    49,429,897    100.00 %    31,895,512    100.00 %    81,325,409    100.00 % 

1Company headquartered outside of Brazil
²Public listed company
Company headquartered outside of Brazil, position according to last available data as at January 2006
 

ULTRA S.A. PARTICIPAÇÕES    Common    %     Preferred    %     Total    %  

Paulo Guilherme Aguiar Cunha   11,974,109   18.95 %   -   0.00 %   11,974,109   13.52 %
Ana Maria Villela Igel   3,663,669   5.80 %   3,186,410   12.57 %   6,850,079   7.74 %
Christy Participações Ltda.   6,425,199   10.17 %   4,990,444   19.69 %   11,415,643   12.89 %
Rogério Igel   7,953,538   12.58 %   3,917,200   15.46 %   11,870,738   13.41 %
Joyce Igel de Castro Andrade   8,401,501   13.29 %   4,365,161   17.22 %   12,766,662   14.42 %
Márcia Igel Joppert   8,401,501   13.29 %   4,365,161   17.22 %   12,766,662   14.42 %
Fábio Igel   7,437,724   11.77 %   4,070,447   16.06 %   11,508,171   13.00 %
Lucio de Castro Andrade Filho   3,775,470   5.97 %   -   -     3,775,470   4.26 %
Others   5,169,337   8.18 %   448,063   1.78 %   5,617,400   6.34 %

TOTAL    63,202,048    100.00 %    25,342,886    100.00 %    88,544,934    100.00 % 

                               

                   
CHRISTY PARTICIPAÇÕES LTDA.    Capital Stock     %                      

                   
Maria da Conceição Coutinho Beltrão   3,066   34.90 %                    
Hélio Marcos Coutinho Beltrão   1,906   21.70 %                    
Cristiana Coutinho Beltrão   1,906   21.70 %                    
Maria Coutinho Beltrão   1,906   21.70 %                    

                   
TOTAL    8,784    100.00 %                     

                   

36






ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES

INVESTMENTS IN SUBSIDIARIES  AND/OR  AFFILIATES

                                 
1 - Item   2 - Company name   3 - Corporate
taxpayer number
(CNPJ)
  4 - Classification   5 - % of
ownership
interest in
investee
  6 - % of
investor’s
stockholders
equity
  7 - Type of company   8 - Number of
shares held in
the current quarter
(in thousands)
  9 - Number of
shares held in
the prior quarter
(in thousands)

 
 
 
 
 
 
 
 
01   Ultracargo - Operações Logísticas e   34.266.973/0001-99   Closely-held subsidiary   100.00   30.76   Commercial, industrial and other   2,461   2,461
     Participações Ltda.                            
02   Ultragaz Participações Ltda.   57.651.960/0001-39   Closely-held subsidiary   100.00   16.07   Commercial, industrial and other   4,336   4,336
03   Imaven Imóveis e Agropecuária Ltda.   61.604.112/0001-46   Closely-held subsidiary   100.00   2.49   Commercial, industrial and other   27,734   27,734
04   Oxiteno S.A. - Indústria e Comércio   62.545.686/0001-53   Closely-held subsidiary   100.00   68.48   Commercial, industrial and other   35,102   35,102
05   Oxiteno Nordeste S.A. - Indústria e   14.109.664/0001-06   Investee of subsidiary/affiliated company   99.36   54.35   Commercial, industrial and other   6,232   5,242
     Comércio                            
06   Terminal Químico de Aratu S.A. -   14.688.220/0001-64   Investee of subsidiary/affiliated company   99.43   6.09   Commercial, industrial and other   12,539   12,539
     Tequimar                            
07   Transultra - Armazenamento e Transporte   60.959.889/0001-60   Investee of subsidiary/affiliated company   100.00   3.61   Commercial, industrial and other   34,999   34,999
     Especializado Ltda.                            
08   Companhia Ultragaz S.A.   61.602.199/0001-12   Investee of subsidiary/affiliated company   98.54   21.76   Commercial, industrial and other   799,784   799,775
09   SPGás Distribuidora de Gás Ltda.   65.828.550/0001-49   Investee of subsidiary/affiliated company   100.00   4.41   Commercial, industrial and other   1,314   1,314
10   Bahiana Distribuidora de Gás Ltda.   46.395.687/0001-02   Investee of subsidiary/affiliated company   100.00   6.04   Commercial, industrial and other   24   24
11   Utingás Armazenadora S.A.   61.916.920/0001-49   Investee of subsidiary/affiliated company   55.99   1.41   Commercial, industrial and other   2,751   2,751
12   Canamex Químicos S.A. de C.V.       Investee of subsidiary/affiliated company   100.00   1.39   Commercial, industrial and other   122,048   122,048

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

37






ULTRAPAR PARTICIPAÇÕES S.A. AND SUBSIDIARIES    
         
CHARACTERISTICS OF DEBENTURES    

         
1   - ITEM   01
2   - ORDER NUMBER   SINGLE
3   - REGISTRATION NUMBER IN THE CVM   CVM/SRE/DEB/2005/015
4   - REGISTRATION DATE   4/06/2005
5   SERIES ISSUED   UN
6   - ISSUE TYPE   SINGLE
7   - ISSUE NATURE   PUBLIC
8   - ISSUE DATE   3/01/2005
9   - MATURITY DATE   3/01/2008
10   - DEBENTURE TYPE   NO PREFERENCE
11   YIELD   102.5% of the CDI
12   PREMIUM/DISCOUNT   0
13   - PAR VALUE (REAIS)   10,000.00
14   - ISSUED AMOUNT (IN THOUSANDS OF REAIS)   315,346
15   - ISSUED SECURITIES (UNIT)   30,000
16   - OUTSTANDING SECURITIES (UNIT)   30,000
17   SECURITIES HELD IN TREASURY (UNIT)   0
18   REDEEMED SECURITIES (UNIT)   0
19   - CONVERTED SECURITIES (UNIT)   0
20   - UNPLACED SECURITIES (UNIT)   0
21   - LAST RESET DATE    
22   - NEXT EVENT DATE   9/01/2006

38






 

ULTRAPAR PARTICIPAÇÕES S.A.  
   
MD&A - ANALYSIS OF CONSOLIDATED EARNINGS  
   
Second Quarter 2006  

(1) Key Indicators - Consolidated:

   
(R$ million)   2Q06     2Q05     1Q06     Change
2Q06 vs
2Q05
    Change
2Q06 vs
1Q06
    1H 06     1H05     Change
1H06 vs.
1H05
 

 
Net sales and services    1,197.4     1,202.0     1,097.7     (0 %)    9 %    2,295.1     2,339.0     (2 %) 
Cost of sales and services   (960.7 )   (951.0 )   (898.7 )   1 %   7 %   (1,859.4 )   (1,829.2 )   2 %
Gross Profit    236.7     251.0     199.0     (6 %)    19 %    435.7     509.8     (15 %) 
Selling, general and   (147.3 )   (131.6 )   (140.4 )   12 %   5 %   (287.7 )   (268.9 )   7 %
administrative expenses                                
Other operating income   0.5     (0.7 )   0.6     171 %   (17 %)   1.1     0.5     120 %
(expense), net                                
Income from operations before    89.9     118.7     59.2     (24 %)    52 %    149.1     241.4     (38 %) 
financial items                                 
Financial (expense) income, net   22.4     (16.7 )   12.4     234 %   81 %   34.8     (25.5 )   236 %
Equity in subsidiaries and   0.6     1.5     -     (60 %)   0 %   0.6     1.4     (57 %)
affiliated companies                                
Nonoperating income (expense),                                  
net   (11.1 )   (0.7 )   (2.1 )   1,486 %   429 %   (13.2 )   (2.5 )   428 %
Income before taxes and social    101.8     102.8     69.5     (1 %)    46 %    171.3     214.8     (20 %) 
contribution                                 
Income and social contribution   (31.9 )   (31.1 )   (23.0 )   3 %   39 %   (54.9 )   (62.5 )   (12 %)
taxes                                
Benefit of tax holidays   19.4     18.5     11.4     5 %   70 %   30.8     39.4     (22 %)
Minority interest   (1.2 )   (0.7 )   (1.1 )   71 %   9 %   (2.3 )   (1.4 )   64 %
Net income    88.1     89.5     56.8     (2 %)    55 %    144.9     190.3     (24 %) 
                                                 
EBITDA    136.0     164.5     106.6     (17 %)    27 %    242.6     332.7     (27 %) 
                                                 
Volume - LPG sales    393     388     355     1 %    11 %    748     744     1 % 
Volume - Chemicals sales    134     136     129     (1 %)    4 %    263     256     3 % 

39






Ultrapar Participações S.A. and Subsidiaries


(2) Performance Analysis:

Net Sales and Services - Ultrapar's net consolidated sales and services in 2Q06 amounted to R$ 1,197.4 million, almost unchanged in relation to the same quarter in 2005, and 9% up on 1Q06. In 1H06, Ultrapar's net sales and services amounted to R$ 2,295.1 million, down 2% on 1H05.

Ultragaz: The Brazilian LPG market expanded by 1.7% in 2Q06, when compared to 2Q05, benefited by the improvements seen in disposable income of the Brazilian population and the revision of the use of LPG vis-à-vis natural gas, driven by the uncertainties regarding natural gas supply from Bolivia. Ultragaz’s sales volume in the bottled segment increased by 2.7% (7,100 tons) compared to 2Q05, basically due to certain commercial initiatives taken by the company. In the same period, Ultragaz’s sales volume in the bulk segment dropped by 1.9%, (2,400 tons) -despite the revision of the use of natural gas by the customers, which in many cases returned to LPG as energy source, in 2Q06 the company lost one large industrial client, this loss been already expected, which consumed approximately 3,000 tons per quarter. Ultragaz's sales volume totaled 393,000 tons in 2Q06, up 1.2% on the sales volume in 2Q05, but below the performance of the rest of the market due to the loss of the industrial client above mentioned. Compared to 1Q06, Ultragaz’s sales volume was up 10.7%, basically reflecting the seasonal variation between the two periods. For the 1H06, Ultragaz’s sales volume totaled 748,000 - up 0.6% on 1H05. Net sales and services at Ultragaz amounted to R$ 781.1 million in 2Q06, up 6% on 2Q05, as a result of the repositioning brought about its distribution structure review and the increase in volume sold. Compared to 1Q06, net sales and services were up 13%, basically due to the seasonal increase in sales volume and the company's distribution structure review. In 1H06, Ultragaz’s net revenues totaled R$ 1,475.3 million, up 5% on 1H05.

Oxiteno: Total sales volume in 2Q06 amounted to 134,000 tons, practically the same figure as in 2Q05, but with an improved geographical sales mix - with a higher participation of domestic sales in detriment to exports, and a better product mix, with 74% of sales volume represented by specialty chemicals. In the domestic market, sales volume amounted to 94,000 tons, up 10% on 2Q05, the growth spread among the market segments, reflecting several specific commercial initiatives on the part of Oxiteno, resulting in market share gains with certain clients. The volume sold outside Brazil amounted to 40,000 tons, down 20% in relation to 2Q05, driven by the increased sales in the domestic market. Compared to 1Q06, Oxiteno’s sales volume was up 4%, the result of the 9% increase in sales to the domestic market, and a 14% increase in sales at Canamex. Accumulated sales volume in 2006 amounted to 263,000 tons, up 3% on 1H05, basically due to the sales growth in the domestic market. Oxiteno reported net sales and services of R$ 370.4 million in 2Q06, down 13% on 2Q05, basically due to the 12% appreciation in the Brazilian Real and the drop in international glycol prices in 2005, partially offset by the improvement in sales mix. Compared to 1Q06, there was an increase of 4%, in line with the increase in sales volume, given that the average price and exchange rate remained practically unchanged. Accumulated net sales and services at Oxiteno in 1H06 amounted to R$ 727.8 million, 14% lower than in 1H05.

40






Ultrapar Participações S.A. and Subsidiaries


Ultracargo: Average storage volumes at Ultracargo in 2Q06, measured in cubic meters, were 11% higher than in 2Q05, basically due to the start-up of operations at the Santos Terminal, in the third quarter of 2005. In comparison to 1Q06, average storage volumes measured in cubic meters were up by 4%, also due to the increased capacity utilization of the Santos Terminal. In the transport segment, total kilometrage traveled was down 15% and 10% compared to 2Q05 at 1Q06, respectively, as a result of the decision to cease certain operations with lower aggregate value. For the year-to-date, Ultracargo's average storage volumes were up 11%, as measured in cubic meters, while kilometrage traveled was down 9%. Ultracargo reported net services of R$ 58.7 million in 2Q06, practically unchanged in relation to 2Q05 and 1Q06. The increase in revenues as a result of the rise in average storage levels was offset by the reduction in transport revenues. In 1H06, Ultracargo's revenues totaled R$ 116.8 million, up 4% on the net revenues reported in 1H05.

Cost of Sales: Ultrapar's cost of sales and services amounted to R$ 960.7 million in 2Q06, up 1% and 7% compared to 2Q05 and 1Q06, respectively. In 1H06, Ultrapar's cost of sales and services amounted to R$ 1,859.4 million, up 2% on 1H05.

Ultragaz: Ultragaz reported an increase of 3% in its cost of sales and services in 2Q06, compared to 2Q05, basically due to (i) the increase in volume sold, (ii) the increase in the cost of freight and fuel and (iii) the increase in personnel expenses, due to annual collective wage increase agreement in 2005. Compared to 1Q06, the cost of sales and services was up 10% as a result of the seasonal variation of 11% in sales volume, partially offset by initiatives of the company's distribution structure review. In the first half of the year, Ultragaz's cost of sales and services amounted to R$ 1,245.9 million, a 3% increase on that reported in 1H05.

Oxiteno: The cost of sales and services at Oxiteno amounted to R$ 284.8 million in 2Q06, down 4% on 2Q05, due basically to (i) the appreciation of the Brazilian Real, which partially compensated for the rise in the dollar cost of ethylene and (ii) the lower fixed costs, related to the reduction in the finished products inventory in 2Q05. Compared to 1Q06, costs increased by 2%, less than the 4% increase in sales volume, also due to lower fixed costs. The company's cost of sales and services in 1H06 amounted to R$ 564.0 million, down 1% in relation to 1H05.

Ultracargo: The cost of services provided by Ultracargo in 2Q06 amounted to R$ 36.5 million, down 1% compared to the same quarter in 2Q05, and 4% lower than in 1Q06, basically due to the reduction in the cost of third parties transport service, in line with the reduction in the volume of services provided. In the first half, the company's total cost of services was 1% higher than in 1H05.

Gross Profit: In 2Q06 Ultrapar reported a gross profit of R$236.7 million, a decrease of 6% in relation to 2Q05. Compared to 1Q06, the gross profit increased by 19%. The year-to-date gross profit was R$ 435.7 million, a decrease of 15% compared to 1H05.

Selling, General and Administrative Expenses: Ultrapar's sales, general and administrative expenses amounted to R$ 147.3 million, up 12% and 5%, compared to 2Q05 and 1Q06, respectively. In 1H06, sales, general and administrative expenses amounted to R$ 287.7 million, up 7% in relation to 1H05.

41






Ultrapar Participações S.A. and Subsidiaries


Ultragaz: Sales, general and administrative expenses at Ultragaz amounted to R$ 79.5 million in 2Q06, up 14% compared to 2Q05, principally as a result of (i) annual salary increases as a result of collective wage agreements, (ii) higher variable remuneration, in line with the expansion in results and (iii) non-recurring claims indemnity expenses of approximately R$ 1.5 million. Compared to 1Q06, sales, general and administrative expenses increased by 7%, as a result of higher sales expenses, due to the higher sales volume. In 1H06, sales, general and administrative expenses were 8% higher than in 1H05.

Oxiteno: Sales, general and administrative expenses at Oxiteno totaled R$ 51.3 million in 2Q06, up 4% on 2Q05 and 1Q06, as a result of higher administrative expenses, due to (i) higher personnel expenses, mostly related to salary increases arising from the annual collective wage agreements and increase in workforce, and (ii) IT expenses, mainly related to operational excellence projects. Sales expenses were 15% and 3% lower, compared to 2Q05 and 1Q06 respectively, basically due to the reduction in international freight expenses, as a result of the lower volume sold outside Brazil, particularly the Far East. In 1H06, sales, general and administrative expenses were 1% lower than in 1H05.

Ultracargo: Ultracargo's sales, general and administrative expenses totaled R$ 17.7 million in 2Q06, up 29% on 2Q05, basically due to the increase in operational workforce (including the Santos Terminal structure, maintenance workforce and internal logistics service staff), due to new operations, as well as salary increases due to the annual collective wage agreements. Compared to 1Q06, Ultracargo saw a drop of R$ 0.7 million in the SG&A. In the first half of the year, sales, general and administrative expenses were up 33% compared to 1H05.

Income from Operations before Financial Items: Ultrapar reported an income from operations before financial items of R$ 89.9 million in 2Q06, 24% lower than the operating income reported in 2Q05. Compared to 1Q06, Ultrapar’s income from operations before financial items increased by 52%. Income from operations before financial items totaled R$ 149.1 million in 1H06, 38% down 1H05.

Financial Income (Expenses), Net: Ultrapar's financial result was positive in 2Q06, with a financial income of R$ 22.4 million, compared to financial expenses of R$ 16.7 million in 2Q05, as a result of (i) the non-recurring positive effect of R$ 27 million due to the winning of a lawsuit related to the payment of PIS and COFINS by the company's subsidiaries Oxiteno Nordeste and Transultra, explained in further detail below, and (ii) the increase in the company's net cash position, which amounted to R$ 162.1 million at the end of 2Q06, compared to net cash of R$ 105.0 million at the end of 2Q05, which offset the drop in interest rates. Through its subsidiaries, Ultrapar had filed lawsuits questioning the levy of PIS and COFINS taxes on sources of income other than revenues. As occurred in 1Q06, in April 2006 the Federal Supreme Court ruled in favor of Ultrapar, resulting in the addition of R$ 27 million to the company's earnings in 2Q06. Ultrapar has yet other subsidiaries that are also appealing the levying of these taxes, which has yet to be ruled on. Should the court rule in favor of these subsidiaries, Ultrapar estimates that the total effect on the Company's financial result will be an additional R$ 20 million, net of legal fees.

Nonoperating Income (Expenses), Net: In 2Q06 Ultrapar reported nonoperating expenses, net, of R$ 11.1 million. The year-to-date nonoperating expenses, net, totaled R$ 13.2 million, basically composed by R$ 7.6 million (R$ 2.9 million in 1H05) from the sale of permanent assets, especially cylinders and provision for losses on sale of real state property, and R$ 6.7 million of project analyses.

42






Ultrapar Participações S.A. and Subsidiaries


Income and Social Contribution:
Ultrapar’s 2Q06 income and social contribution taxes expenses amounted to R$ 31.9 million, stable compared to 2Q05, when Ultrapar’s income and social contribution taxes expenses were R$ 31.1 million, as a result of the stability in pre-tax income. Compared to 1Q06, Ultrapar’s income and social contribution taxes expenses were 39% higher, due to the increase of 46% in pre-tax income. The income and social contribution taxes expenses in 1H06 were 12% lower than the figure in 1H05.

Benefit of Tax Holidays: Ultrapar is entitle to federal tax benefits for its activities in the Northeast Region of Brazil, due to the federal program for development of the region. Tax benefits cover Oxiteno’s plant in Camaçari, Bahiana Distribuidora de Gás and Tequimar. Ultrapar's operations generated R$ 19.4 million in benefits of tax holidays in 2Q06, 5% higher than the figure in 2Q05. The benefits of tax holidays totaled to R$ 30.8 milhões in 1H06, 22% lower than the amount in 1H05.

Net Income: Ultrapar's consolidated net income in 2Q06 amounted to R$ 88.1 million, down 2% compared to 2Q05, but up 55% compared to 1Q06. The net income in 1H06 amounted to R$ 144.9 million, a 24% decrease compared to 1H05.

EBITDA: Ultrapar reported consolidated Earnings Before Interest, Depreciation and Amortization (EBITDA) of R$ 136.0 million in 2Q06, a 17% decrease on 2Q05, but an increase of 27% on 1Q06. This is the second quarter running that Ultrapar has reported an increase in EBITDA, confirming the positive trend in the company’s results. EBITDA accumulated in 1H06 amounted to R$ 242.6 million, down 27% on 1H05.

Ultragaz: Ultragaz reported EBITDA of R$ 77.6 million in 2Q06, up 25% and 40% compared to the EBITDA reported in 2Q05 and 1Q06, respectively. For the first half, Ultragaz's EBITDA amounted to R$ 132.9 million, up 23% on 1H05. The significant improvement in EBITDA is the result of benefits arising from the review to the company's distribution structure, as well as the increase in sales volume.

Oxiteno: EBITDA at Oxiteno in 2Q06 amounted to R$ 46.2 million, a 47% decrease on 2Q05, due to the adverse operating scenario faced since the middle of 2005, caused by the higher oil price level, pressure on petrochemical commodity prices and the appreciation in the Brazilian Real. Compared to 1Q06, EBITDA increased 14% - through increasing volume and improving its sales mix, the company has managed to minimize the negative effects of the increase in oil prices and the appreciation in the Brazilian Real on its earnings. In 1H06, EBITDA at Oxiteno totaled R$ 86.7 million, down 56% compared to 1H05.

Ultracargo - Ultracargo ended the quarter with EBITDA of R$ 10.9 million, an increase of 17% in relation to 1Q06, due to the expansion in operations. However, compared to 2Q05, EBITDA was down 21%, principally due to additional costs and expenses from new operations in the ramp up phase. EBITDA for the first half of 2006 amounted to R$ 20.2 million, down 15% on 1H05.

43






Ultrapar Participações S.A. and Subsidiaries

EBITDA

 R$ million  2Q06 2Q05 1Q06 Change
2Q06 X
2Q05
Change
2Q06 X
1 Q06
1H06 1H05        Change
1H06 X 1H05
Ultrapar 136.0 164.5 106.6 (17%) 27% 242.6 332.7 (27%)
Ultragaz 77.6 62.2 55.3 25% 40% 132.9 107.6 23%
Oxiteno 46.2 87.0 40.5 (47%) 14% 86.7 198.4 (56%)
Ultracargo 10.9 13.8 9.3 (21%) 17% 20.2 23.8 (15%)

We hereby inform that, in accordance with the requirements of CVM Resolution 381/03, our independent auditors Deloitte Touche Tohmatsu Auditores Independentes have not performed during this first six months of 2006 any service other than the external audit of the financial statements of Ultrapar and affiliated companies and subsidiaries. We also inform that there is no expectation, for the current year, for Deloitte to perform any other service amounting to more than 5% of the auditing cost.

44





Item 2

ULTRAPAR PARTICIPAÇÕES S.A.
Publicly-Traded Company

CNPJ nº 33.256.439/0001 - 39                    NIRE 35.300.109.724

MINUTES OF BOARD OF DIRECTORS MEETING(06/2006)

Date, Time and Place :
August 2, 2006, 2.30 p.m., at Company Headquarters, located at Av. Brigadeiro Luiz Antônio, Nº 1343 - 9º floor, in the City and State of São Paulo.

Present:
Members of the Board of Directors, duly signed below, and one member of the Fiscal Council, Mário Probst.

Deliberations:

  1.      After having examined and discussed the Company's performance in the second quarter of the current year, the members of the Board approved the respective financial statements.
 
  2.      “Ad referendum” of the Annual Shareholders’ Meeting that examines the balance sheet and financial statements referring to the current year, approve the dividends distribution, to be debited to the net income account for the current year, in the total amount of R$ 72,000,008.43 (seventy two million, eight reais and forty three centavos), with ordinary and preferred shareholders to receive the amount of R$ 0.887398 per share, excluding the shares held in treasury at the present date.
 





  3.      To establish August 17, 2006 as the date for the payment of the dividends declared above, without interest or indexation.
 
  4.      Considering that this is an opportune moment to acquire preferred shares issued by the Company itself, to be canceled or held in treasury, without any reduction in capital stock, and subsequent sale, and fulfilling the requirements and conditions established by CVM Instruction Nº 10, of February 14, 1980, with alterations introduced by CVM Instructions CVM Nº268 of November 13, 1997 and Nº 390 of July 8, 2003, and the CVM Explanatory Note Nº 16/80, the Board of Directors, in accordance with the terms of Article 7th of the Company’s Bylaws, approved the procedure, believing that the purchase of the Company's preferred shares, to be held in treasury, represents an attractive option for investing its available financial resources. The share repurchase hereby authorized will be carried out according to the following terms and conditions:
 
  4.1.      Purchase limit: up to 2,723,106 (two million, seven hundred and twenty three thousand, one hundred and six) preferred shares, wich corresponds to 10% of this class of share in circulation, already excluded the preferred shares currently held by the controlling shareholders and 377,847 (three hundred and seventy seven thousand eight hundred and forty seven) preferred shares currently held as treasury stock;
 
  4.2.      Repurchase time period: 365 (three hundred and sixty five) days, counting from August 3, 2006;
 





  4.3.      Purchase price: market price;
 
  4.4.      Institutions authorized to act as intermediaries:
     
 

a) ITAÚ CORRETORA DE VALORES S.A
Av. Engenheiro Armando de Arruda Pereira, 707
Torre Eudoro Villela - 15º andar - São Paulo/SP

b) MAGLIANO S.A CCVM
Rua Bela Cintra, 986 - 2º andar - São Paulo/SP

c) UBS WARBURG CCVM S.A.
Praia de Botafogo, 228 - 16º andar, ala B - Rio de Janeiro/RJ.

5. Approval that the Company’s Executive Officers execute all acts required and sign all documents necessary to effect the resolutions set forth in item “4” of these minutes.

Observation: (i) These deliberations were approved by all presents, except for Board Member Renato Ochman, who abstained from voting.

With nothing further to discuss, the meeting was closed and the minutes of this meeting were prepared, read and approved by all the undersigned Board Members present.

Paulo Guilherme Aguiar Cunha
Chairman
Lucio de Castro Andrade Filho
Vice Chairman





Ana Maria Levy Villela Igel – Board Member

 

Paulo Vieira Belotti – Board member

 

Renato Ochman – Board member

 

Nildemar Secches – Board member






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.

    ULTRAPAR HOLDINGS INC.
Date: August 8, 2006      
       
    By:  /s/ Fábio Schvartsman
     
      Name: Fábio Schvartsman
      Title: Chief Financial and Investor Relations Officer

 

 

 

(Interim Financial Statements for 2Q06 / Minutes of Board of Directors Meeting, August 2, 2006)