It looks like the Brazilian tax situation will be even more problematic than 
in Argentina.
---------------------- Forwarded by Brent Hendry/ENRON_DEVELOPMENT on 
01/05/99 09:30 AM ---------------------------


Scott Neal
12/30/98 05:02 PM
To: Don Black/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Scott 
Porter/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Brent 
Hendry/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, William O 
Butler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:  
Subject: Re: Brazilian Transaction Taxes

FYI.
---------------------- Forwarded by Scott Neal/ENRON_DEVELOPMENT on 12/30/98 
02:01 PM ---------------------------


Beth Rosen
12/30/98 01:07 PM
To: Scott Neal/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc: Jordan Mintz/HOU/ECT@ECT 

Subject: Re: Brazilian Transaction Taxes  

Scott: 

I have provided some comments below in response to your questions regarding 
Brazil trading activities. About a year ago, Jordan and I went with Brent and 
others to Sao Paulo to do some preliminary due diligence on Brazil trading 
issues.  At that time there were a number of open issues regarding the legal, 
regulatory and commercial aspects of conducting trading activities in Brazil 
that would effect our planning.  For example, it was not known whether a 
Brazil trading office would be considered a financial institution, an 
important characterization as financial institutions are subject to a 
different tax regime.   

In any event, the following should give you a flavor of the regime.  I am 
also sending you under separate cover some general information regarding 
doing business in brazil:  

Brazil imposes two gross receipts taxes called Pis and Cofins.  The Pis rate 
is 0.65% and the Cofins rates has just increased from 2% to 3% effective 
February 1, 1999. 
 
Pis/Cofins operate like the Argentine turnover taxes except that Pis/Cofins 
are federal taxes as compared to Argentina's turnover taxes which are 
assessed at the provincial level.  

Strictly speaking, Brazil law considers amounts paid for Pis/Cofins to be 
"social contributions" and not  taxes as the funds are earmarked for certain 
social welfare programs.    As a result, the Pis/Cofins are considered 
"sacred" and except as outlined below, there are no exemptions or 
opportunities to avoid payment of Pis/Cofins.  

There are only two exceptions to the payment of Pis/Cofins.  First, export 
sales by Brazilian companies are not subject to gross receipts taxes.  The 
second exemption is that charitable foundations are exempt from Pis and 
Cofins.  Prior to Brazil's recently introduced tax reform package, financial 
institutions paid a higher rate of income tax but were exempt from the Cofins 
tax (Pis was still due).  Now, financial institutions must pay Cofins.  

To mitigate the cascading effect of Pis/Cofins in some of our power project 
under development, we have looked at, but not implemented, forming 
consortiums with some of our suppliers (gas suppliers). Under this scenario, 
a portion of the energy payment is allocated to each supplier who is taxable 
only on the portion of the tariff to which he contributed.  A consortium is a 
legal arrangement that applies to a specific transaction and specific 
customers. It may not be compatible in the context of a trading office.       

Brazil has a value added tax  regime which is administered by each state.  
There can be mismatches between VAT paid and collected depending on the 
particular jurisdiction in which a commodity is bought and resold.   The VAT 
regimes differs for gas and power trading so we would have to analyze each 
specific transaction in order to evaluation whether VAT would represent a 
cost to the Brazil tradeco.   I am sending to you some information provided 
by Arthur Andersen which describes the VAT on sales and re-sales of gas and 
electricity under several scenarios,  

I am also checking on whether Brazil imposes any energy specific taxes and 
will follow up you separately on this issue.   
Regards and all the best in 1999.
Beth 
 




To: Beth Rosen/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT
cc:  

Subject: Brazilan Transaction Taxes

Beth: I think we have a pretty good handle on these issues with respect to 
the Pis/Cofins--not pretty and, in fact, a worse scenario than we face in 
Argentina.  Would you communicate to Scott.
Thanks.
Jordan

PS-I must have just missed you today to run-I'm so sorry I couldn't make it, 
but it was for a very valid reason.
---------------------- Forwarded by Jordan Mintz/HOU/ECT on 12/16/98 12:15 PM 
---------------------------
From: Scott Neal AT ENRON_DEVELOPMENT@CCMAIL on 12/16/98 02:38 PM
To: Jordan Mintz@ECT, Beth Rosen AT ENRON_DEVELOPMENT@CCMAIL
cc: Yao Apasu@ECT, "Don Black/ENRON_DEVELOPMENT" AT ENRON_DEVELOPMENT@CCMAIL, 
Scott Porter AT ENRON_DEVELOPMENT@CCMAIL, Brett R Wiggs AT 
ENRON_DEVELOPMENT@CCMAIL, "Steve Pearlman/ENRON_DEVELOPMENT" AT 
ENRON_DEVELOPMENT@CCMAIL, Randy Young AT ENRON_DEVELOPMENT@CCMAIL, Brent 
Hendry AT ENRON_DEVELOPMENT@CCMAIL 
Subject: Brazilan Transaction Taxes




Can you give us a briefing on Brazilian transaction taxes?  My initial
feeling is that we are going face tax
issues similar to those we are dealing with in Argentina.  We have several
deal makers in Sao Paulo that have
begun contact potential customers. I think it is important to start the
education process now for all of us so that we can
1) determine ways to structure deals to limit tax liability and 2) form a 
strategy to lobby for changes/reform/exemption.

Some initial questions:

How are marketing/trading companies activities treated?
Are there any energy specific taxes?
If turnover/gross receipt tax are applicable, is there any special treatment 
for trading companies?
Are transaction taxes federal, state, or local in nature?

Thanks for your help.