Petrobras (PBR)

13.6 Goodwill and discount

In September 2006 Petrobras, through its subsidiary Petrobras America Inc., acquired 50% of the shares of the company Pasadena Refining System Inc. with goodwill of R$ 880,428 (US$ 412 million), where R$ 430,379 was for the surplus value of assets, with amortization over the useful life of these assets, and R$ 450,049 for expectations of future profitability, with amortization over a period of 10 years.

In fiscal year 2008 the total write-off of the goodwill was recorded due to expectations of future profitability verified on the acquisition of the company Pasadena, in the amount equivalent to R$ 384,431, considering changes in the expectations for profitability. The factors that justify these changes are the constant, substantial decrease in the price of crude oil and its byproducts in the last 12 months, a decrease in refining processing due to the fall in the demand for refined products and the margin practiced on the market.

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On the acquisition of the share control of Suzano Petroquímica S.A. (see note 13.8. h), by intermediary of Pramoa Participações S.A., goodwill of R$ 1.241.303 was calculated, justified on the economic grounds of expectations of future income, with amortization over a period of 10 years.

This goodwill originating from expectations of future profitability will no longer be amortized as from 2009, considering the new accounting practices introduced in Brazil.

In the merger of shares of Grust Holding S.A. by Braskem, fostered by Petroquisa for integration of the petrochemical assets of the South, a discount was calculated without economic grounds in the amount of R$ 424.167, with amortization only through alienation or extinction of the investment. Before this transaction, Grust Holding S.A. held a 36,5% direct and indirect interest in Copesul, a 40% direct interest in Ipiranga Química (IQ) and a 40% interest in Petroquímica Paulínia (PPSA).

11.2 Goodwill and discount

Goodwill of US$ 412 million, equivalent to R$ 788.692 thousand, was recorded on the acquisition, in September 2006, of 50% of Pasadena Refining System Inc. (PRSI) through the intermediary of Petrobras America Inc. (PAI), of which US$ 201 million, equivalent to R$ 384.774 thousand, was based on the appreciation of assets, with amortization calculated in accordance with the useful life of the assets, and US$ 211 million, equivalent to R$ 403.917 thousand, on the expectation of future income, with amortization over 10 years.

In the acquisition of share control of Suzano Petroquímica S.A., through the intermediary of Pramoa Participações S.A., goodwill was calculated at R$ 1.241.303 thousand, determined on the economic basis of expected future income, with amortization over 10 years.

In the incorporation of Grust Holding S.A. into Braskem, initiated by Petroquisa in order to integrate the Southern petrochemical assets, a discount with no economic basis was recorded amounting to R$ 424.167 thousand, to be amortized only on the sale or disposal of the investment. Prior to this transaction, Grust Holding S.A. held a direct and indirect interest of 36,5% in Copesul and direct shareholdings of 40% in Ipiranga Química (IQ) and 40% in Petroquímica Paulínia (PPSA).

11.2 Goodwill and discount

Goodwill of US$ 412 million, equivalent to R$ 655.863 thousand, was recorded on the acquisition, in September 2006, of 50% of Pasadena Refining System Inc. (PRSI) through the intermediary of Petrobras America Inc. (PAI), of which US$ 201 million, equivalent to R$ 319.972 thousand, was based on the appreciation of assets, with amortization calculated in accordance with the useful life of the assets, and US$ 211 million, equivalent to R$ 335.891 thousand, on the expectation of future income, with amortization over 10 years.

In the acquisition of share control of Suzano Petroquímica S.A., through the intermediary of Pramoa Participações S.A., goodwill was calculated at R$ 1.241.303 thousand, determined on the economic basis of expected future income, with amortization over 10 years.

In the merger of Grust Holding S.A. into Braskem, initiated by Petroquisa in order to integrate the Southern petrochemical assets, a discount with no economic basis was recorded amounting to R$ 424.167 thousand, to be amortized only on the sale or disposal of the investment. Prior to this transaction, Grust Holding S.A. held a direct and indirect interest of 36,5% in Copesul and direct shareholdings of 40% in Ipiranga Química (IQ) and 40% in Petroquímica Paulínia (PPSA).

12.7 Goodwill and discount

Goodwill of US$ 411,8 million (R$ 880.428) was recorded on the acquisition, in September 2008, of 50% of Pasadena Refining System Inc. (PRSI) through the intermediary of Petrobras America Inc. (PAI), of which US$ 201,3 million (R$ 430.379), was based on the appreciation of assets, with amortization calculated in accordance with the useful life of the assets, and US$ 210,5 million (R$ 450.049) on the expectation of future income, with amortization over 10 years.

In the acquisition of Pramoa Participações S.A., with the indirect acquisition of share control of Suzano Petroquímica S.A., goodwill was calculated at R$ 1.241.303, determined on the economic basis of expected future income, with amortization over 10 years.

b) Goodwill/Discount

The discount recorded by PETROBRAS on the acquisition of BR’s shares, in the amount of R$ 62.821 thousand, is being amortized in accordance with the timing defined in the related appraisal report (10 years); the discount recorded by PETROBRAS on the acquisition of the share control of FAFEN Energia (80,20%), in the amount of R$ 15.159 thousand, is being amortized in the term, extension and proportion of the results projected in the appraisal report.

In purchasing 50% of the shares of TERMORIO, PETROBRAS calculated a discount in the amount of R$ 38.610 thousand that will only be amortized in accordance with CVM Pronouncement No. 247/96 upon sale of the investment.

As a result of the acquisition of TERMOCEARÁ Ltda., goodwill was calculated at R$ 103.810 thousand based on its expected future profits, to be amortized over the period of 10 years.

In the acquisition of the companies Termomacaé Ltda. and Termomacaé Comercializadora de Energia Ltda. discounts were calculated at R$ 80.409 thousand and R$ 6.294 thousand respectively, which shall be amortized pursuant to CVM Pronouncement No. 247/96.

Goodwill/discount:

In the parent company’s financial statements, the balance of the discounts, in the amount of R$ 290.563 thousand, is recorded as investments and in the consolidated financial statements, the balance of the discounts, in the amount of R$ 299.010 thousand, is recorded as deferred income.

b) Goodwill/Discount

The discount recorded by PETROBRAS on the acquisition of BR’s shares, in the amount of R$ 62.821 thousand, is being amortized in accordance with the timing defined in the related appraisal report (10 years); the discount recorded by PETROBRAS on the acquisition of the share control of FAFEN Energia (80,20%), in

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the amount of R$ 15.159 thousand, is being amortized over 25 years, as defined in the related appraisal report.

In purchasing 50% of the shares of TERMORIO, PETROBRAS calculated a discount in the amount of R$ 38.610 thousand that will only be amortized in accordance with CVM Instruction No. 247/96 upon sale of the investment.

In the acquisition of TERMOCEARÁ Ltda., it was calculated a goodwill of R$ 103.810 thousand based on its expected future profits, to be amortized over the period of 10 years.

(e) Goodwill and discount

The goodwill recorded in the acquisition of Petrobras Energia Participaciones S.A. – PEPSA and Petrolera Entre Lomas S.A. – PELSA, on the date of acquisition, amounted respectively to R$ 1.904.114 and R$ 110.945, representing a R$ 46.011 discount in current assets, and goodwill of R$ 598.056 and R$ 1.463.014 recorded under permanent assets as investments and property, plant and equipment, respectively. These amounts have been amortized in accordance with the economic basis on which they were recorded.

The discount recorded by PETROBRAS as a result of the operation to acquire the shares of BR, in the amount of R$ 62.821, has been amortized over the period established in the appraisal report (10 years), and the discount recorded as a result of the acquisition of the controlling interest in FAFEN Energia (80,20%), in the amount of R$ 15.159, has been amortized over a period of up to 25 years, as defined in the appraisal report.

The discount recorded on the acquisition of Petrolera Santa Fe in December 2002, amounting to R$ 151.843, was reclassified to property, plant and equipment, based on the company’s fair value of assets, as determined by CVM Instruction No. 285/98.

Movements in the discount balance:

The balance of the consolidated discount, amounting to R$ 270.696, is presented as deferred income in the balance sheet.