UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of September, 2023
Commission File Number 1-15106
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation – PETROBRAS
(Translation of Registrant's name into English)
Federative Republic of
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form 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____
EXPLANATORY NOTE
Unaudited Condensed
Consolidated Interim
Financial Statements
PETRÓLEO BRASILEIRO S.A. – PETROBRAS
As of June 30, 2023, with the independent registered public accounting firm report
1 |
INDEX
Petróleo Brasileiro S.A. – Petrobras
Unaudited Condensed Consolidated Statements of Financial Position | 3 |
Unaudited Condensed Consolidated Statements of Income | 4 |
Unaudited Condensed Consolidated Statements of Comprehensive Income | 5 |
Unaudited Condensed Consolidated Statements of Cash Flows | 6 |
Unaudited Condensed Consolidated Statements of Changes In Shareholders’ Equity | 7 |
1. Basis of preparation | 8 |
2. Summary of significant accounting policies | 8 |
3. Cash and cash equivalents and marketable securities | 8 |
4. Sales revenues | 9 |
5. Costs and expenses by nature | 10 |
6. Other income and expenses | 10 |
7. Net finance income (expense) | 10 |
8. Information by operating segment | 11 |
9. Trade and other receivables | 17 |
10. Inventories | 18 |
11. Trade payables | 18 |
12. Taxes | 19 |
13. Employee benefits | 21 |
14. Provisions for legal proceedings, judicial deposits and contingent liabilities | 25 |
15. Provision for decommissioning costs | 29 |
16. Other assets and liabilities | 30 |
17. Property, plant and equipment | 30 |
18. Intangible assets | 32 |
19. Impairment | 33 |
20. Exploration and evaluation of oil and gas reserves | 34 |
21. Collateral for crude oil exploration concession agreements | 35 |
22. Investments | 35 |
23. Disposal of assets and other transactions | 35 |
24. Finance debt | 37 |
25. Lease liabilities | 40 |
26. Equity | 41 |
27. Risk management | 44 |
28. Related party transactions | 49 |
29. Supplemental information on statement of cash flows | 51 |
30. Subsequent events | 52 |
Report of Independent Registered Public Accounting Firm | 54 |
2 |
Unaudited Condensed Consolidated Statements of Financial Position
PETROBRAS
As of June 30, 2023 and December 31, 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Assets | Note | 06.30.2023 | 12.31.2022 |
Cash and cash equivalents | 3 | ||
Marketable securities | 3 | ||
Trade and other receivables | 9 | ||
Inventories | 10 | ||
Recoverable income taxes | 12 | ||
Other recoverable taxes | 12 | ||
Others | 16 | ||
Current assets other than assets classified as held for sale | |||
Assets classified as held for sale | 23 | ||
Current assets | |||
Trade and other receivables | 9 | ||
Marketable securities | 3 | ||
Judicial deposits | 14 | ||
Deferred income taxes | 12 | ||
Other recoverable taxes | 12 | ||
Others | 16 | ||
Long-term receivables | |||
Investments | 22 | ||
Property, plant and equipment - PP&E | 17 | ||
Intangible assets | 18 | ||
Non-current assets | |||
Total assets |
Liabilities | Note | 06.30.2023 | 12.31.2022 |
Trade payables | 11 | ||
Finance debt | 24 | ||
Lease liability | 25 | ||
Income taxes payable | 12 | ||
Other taxes payable | 12 | ||
Dividends payable | 26 | ||
Employee benefits | 13 | ||
Others | 16 | ||
Current liabilities other than Liabilities on assets classified as held for sale | |||
Liabilities related to assets classified as held for sale | 23 | ||
Current liabilities | |||
Finance debt | 24 | ||
Lease liability | 25 | ||
Income taxes payable | 12 | ||
Deferred income taxes | 12 | ||
Employee benefits | 13 | ||
Provisions for legal proceedings | 14 | ||
Provision for decommissioning costs | 15 | ||
Others | 16 | ||
Non-current liabilities | |||
Current and non-current liabilities | |||
Share capital (net of share issuance costs) | 26 | ||
Capital reserve and capital transactions | |||
Profit reserves | |||
Accumulated other comprehensive (deficit) | ( |
( | |
Attributable to the shareholders of Petrobras | |||
Non-controlling interests | |||
Equity | |||
Total liabilities and equity | |||
The notes form an integral part of these unaudited condensed consolidated interim financial statements. |
3 |
Unaudited Condensed Consolidated Statements of Income
PETROBRAS
Three and six-month periods ended June 30, 2023 and 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Note | Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Sales revenues | 4 | ||||
Cost of sales | 5 | ( |
( |
( |
( |
Gross profit | |||||
Income (expenses) | |||||
Selling expenses | 5 | ( |
( |
( |
( |
General and administrative expenses | 5 | ( |
( |
( |
( |
Exploration costs | 20 | ( |
( |
( |
( |
Research and development expenses | ( |
( |
( |
( | |
Other taxes | ( |
( |
( |
( | |
Impairment of assets | 19 | ( |
( |
( |
( |
Other income and expenses, net | 6 | ( |
( |
||
Total Income (expenses) | ( |
( |
( |
||
Income before net finance expense, results of equity-accounted investments and income taxes | |||||
Finance income | |||||
Finance expenses | ( |
( |
( |
( | |
Foreign exchange gains (losses) and inflation indexation charges | ( |
( | |||
Net finance expense | 7 | ( |
( |
( |
( |
Results of equity-accounted investments | 22 | ( |
( | ||
Net income before income taxes | |||||
Income taxes | 12 | ( |
( |
( |
( |
Net income for the period | |||||
Net income attributable to shareholders of Petrobras | |||||
Net income attributable to non-controlling interests | |||||
Basic and diluted earnings per common and preferred share - in U.S. dollars | 26 | ||||
The notes form an integral part of these unaudited condensed consolidated interim financial statements. |
4 |
Unaudited Condensed Consolidated Statements of Comprehensive Income
PETROBRAS
Three and six-month periods ended June 30, 2023 and 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Note | Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Net income for the period | |||||
Items that will not be reclassified to the statement of income: | |||||
Actuarial losses on post-employment defined benefit plans | 13 | ||||
Recognized in equity | ( |
||||
Deferred income tax | |||||
Actuarial gains (losses) on defined benefit pension plans, net | ( |
||||
Items that may be reclassified subsequently to the statement of income: | |||||
Unrealized gains (losses) on cash flow hedge - highly probable future exports | 27 | ||||
Recognized in equity | ( | ||||
Reclassified to the statement of income | |||||
Deferred income tax | ( |
( |
( |
||
Unrealized gains / (losses) on cash flow hedge- highly probable future exports, net | ( | ||||
Translation adjustments (1) | |||||
Recognized in equity | ( | ||||
Share of other comprehensive income (loss) in equity-accounted investments | 22 | ||||
Recognized in equity | ( | ||||
Other comprehensive income (loss) | ( | ||||
Total comprehensive income | |||||
Comprehensive income attributable to shareholders of Petrobras | |||||
Comprehensive income attributable to non-controlling interests | ( | ||||
(1) It includes cumulative translation adjustments in associates and joint ventures. | |||||
The notes form an integral part of these unaudited condensed consolidated interim financial statements. |
5 |
Unaudited Condensed Consolidated Statements of Cash Flows
PETROBRAS
Six-month periods ended June 30, 2023 and 2022(Expressed in millions of US Dollars, unless otherwise indicated)
Note | Jan-Jun/2023 | Jan-Jun/2022 | |
Cash flows from operating activities | |||
Net income for the period | |||
Adjustments for: | |||
Pension and medical benefits - actuarial losses | 13 | ||
Results of equity-accounted investments | 22 | ( |
( |
Depreciation, depletion and amortization | 29 | ||
Impairment of assets (reversals) | |||
Inventory write-back to net realizable value | 10 | ||
Allowance for credit loss on trade and other receivables | |||
Exploratory expenditure write-offs | 20 | ||
Disposal/write-offs of assets, remeasurement of investment retained with loss of control and reclassification of CTA | ( |
( | |
Foreign exchange, indexation and finance charges | |||
Income taxes | 12 | ||
Revision and unwinding of discount on the provision for decommissioning costs | 15 | ||
PIS and COFINS recovery - exclusion of ICMS (VAT tax) from the basis of calculation | ( | ||
Results from co-participation agreements in bid areas | ( |
( | |
Early termination and cash outflows revision of lease agreements | ( |
( | |
Losses with legal, administrative and arbitration proceedings, net | 6 | ||
Decrease (Increase) in assets | |||
Trade and other receivables | |||
Inventories | ( | ||
Judicial deposits | ( |
( | |
Other assets | ( | ||
Increase (Decrease) in liabilities | |||
Trade payables | ( |
( | |
Other taxes payable | ( |
( | |
Pension and medical benefits | ( |
( | |
Provisions for legal proceedings | ( |
( | |
Other employee benefits | ( |
( | |
Provision for decommissioning costs | ( |
( | |
Other liabilities | ( |
||
Income taxes paid | ( |
( | |
Net cash provided by operating activities | |||
Cash flows from investing activities | |||
Acquisition of PP&E and intangible assets | ( |
( | |
Acquisition of equity interests | ( |
( | |
Proceeds from disposal of assets - Divestment | |||
Financial compensation from co-participation agreements | |||
Investment in marketable securities | ( |
( | |
Dividends received | |||
Net cash (used in) provided by investing activities | ( |
||
Cash flows from financing activities | |||
Changes in non-controlling interest | ( |
( | |
Proceeds from finance debt
|
24 | ||
Repayment of principal - finance debt | 24 | ( |
( |
Repayment of interest - finance debt | 24 | ( |
( |
Repayment of lease liability | 25 | ( |
( |
Dividends paid to Shareholders of Petrobras | ( |
( | |
Dividends paid to non-controlling interests | ( |
( | |
Net cash used in financing activities | ( |
( | |
Effect of exchange rate changes on cash and cash equivalents | ( | ||
Net change in cash and cash equivalents | |||
Cash and cash equivalents at the beginning of the period | |||
Cash and cash equivalents at the end of the period | |||
The notes form an integral part of these unaudited condensed consolidated interim financial statements. | |||
6 |
Unaudited Condensed Consolidated Statements of Changes In Shareholders’ Equity
PETROBRAS
Six-month periods ended June 30, 2023 and 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Share capital (net of share issuance costs) | Accumulated other comprehensive income (deficit) and deemed cost | Profit Reserves | ||||||||||||||
Share Capital | Share issuance costs | Capital reserve, Capital Transactions and Treasury shares | Cumulative translation adjustments | Cash flow hedge - highly probable future exports | Actuarial gains (losses) on defined benefit pension plans | Other comprehensive income (loss) and deemed cost | Legal | Statutory | Tax incentives | Profit retention | Additional dividends proposed | Retained earnings (losses) | Equity attributable to shareholders of Petrobras | Non-controlling interests | Total consolidated equity | |
Balance at December 31, 2021 | ( |
( |
( |
( |
( |
|||||||||||
107,101 | 1,143 | (111,648) | 72,811 | − | 69,407 | 405 | 69,812 | |||||||||
Capital transactions | ( |
( | ||||||||||||||
Net income | ||||||||||||||||
Other comprehensive income (loss) | ||||||||||||||||
Appropriations: | ||||||||||||||||
Dividends | ( |
( |
( |
( |
( |
( | ||||||||||
Balance at June 30, 2022 | ( |
( |
( |
( |
( |
|||||||||||
107,101 | 1,144 | (105,922) | 64,620 | 11,435 | 78,378 | 439 | 78,817 | |||||||||
Balance at December 31, 2022 | ( |
( |
( |
( |
( |
|||||||||||
107,101 | 1,144 | (105,187) | 66,434 | − | 69,492 | 344 | 69,836 | |||||||||
Capital transactions | ( |
( | ||||||||||||||
Net income | ||||||||||||||||
Other comprehensive income (loss) | ( |
|||||||||||||||
Expired unclaimed dividends | ||||||||||||||||
Appropriations: | ||||||||||||||||
Dividends | ( |
( |
( |
( |
( | |||||||||||
Balance at June 30, 2023 | ( |
( |
( |
( |
( |
|||||||||||
107,101 | 1,144 | (99,103) | 59,570 | 8,206 | 76,918 | 332 | 77,250 | |||||||||
The notes form an integral part of these unaudited condensed consolidated interim financial statements. |
7 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
1. | Basis of preparation |
1.1. | Statement of compliance and authorization of unaudited condensed consolidated interim financial statements |
These unaudited condensed consolidated interim financial statements of Petróleo Brasileiro S.A. (“Petrobras” or “Company”) have been prepared and presented in accordance with IAS 34 – “Interim Financial Reporting” as issued by the International Accounting Standards Board (IASB). They present the significant changes in the period, avoiding repetition of certain notes to the annual consolidated financial statements previously reported. Hence, they should be read together with the Company’s audited annual consolidated financial statements for the year ended December 31, 2022, which include the full set of notes.
These unaudited condensed consolidated interim financial statements were approved and authorized for issue by the Company’s Board of Directors in a meeting held on August 3, 2023.
2. | Summary of significant accounting policies |
The accounting policies and methods of computation followed in these unaudited condensed consolidated interim financial statements are the same as those followed in the preparation of the annual financial statements of the Company for the year ended December 31, 2022.
Regarding the IFRS standards that became effective on January 1, 2023, their initial application did not result in material effects on these unaudited condensed consolidated interim financial statements.
3. | Cash and cash equivalents and marketable securities |
3.1. | Cash and cash equivalents |
They include cash, available bank deposits and short-term financial investments with high liquidity, which meet the definition of cash equivalents.
06.30.2023 | 12.31.2022 | |
Cash at bank and in hand | ||
Short-term financial investments | ||
- In Brazil | ||
Brazilian interbank deposit rate investment funds and other short-term deposits | ||
Other investment funds | ||
- Abroad | ||
Time deposits | ||
Automatic investing accounts and interest checking accounts | ||
Other financial investments | ||
Total short-term financial investments | ||
Total cash and cash equivalents |
Short-term financial investments in Brazil primarily consist of investments in funds holding Brazilian Federal Government Bonds that can be redeemed immediately, as well as reverse repurchase agreements that mature within three months as of the date of their acquisition. Short-term financial investments abroad comprise time deposits that mature in three months or less from the date of their acquisition, highly-liquid automatic investment accounts, interest checking accounts and other short-term fixed income instruments.
8 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
3.2. | Marketable securities |
06.30.2023 | 12.31.2022 | |
Fair value through profit or loss | ||
Amortized cost - Bank Deposit Certificates and time deposits | ||
Amortized cost - others | ||
Total | ||
Current | ||
Non-current |
Marketable securities classified as fair value through profit or loss refer mainly to investments in Brazilian Federal Government Bonds (amounts determined by level 1 of the fair value hierarchy). These financial investments have maturities of more than three months.
Securities classified as amortized cost refer to investments in Brazil in post-fixed Bank Deposit Certificates with daily liquidity, with maturities between one and two years, and to investments abroad in time deposits with maturities of more than three months from the contracting date.
4. Sales revenues
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Diesel | ||||
Gasoline | ||||
Liquefied petroleum gas | ||||
Jet fuel | ||||
Naphtha | ||||
Fuel oil (including bunker fuel) | ||||
Other oil products | ||||
Subtotal oil products | ||||
Natural gas | ||||
Oil | ||||
Renewables and nitrogen products | ||||
Breakage | ||||
Electricity | ||||
Services, agency and others | ||||
Domestic market | ||||
Exports | ||||
Oil | ||||
Fuel oil (including bunker fuel) | ||||
Other oil products | ||||
Sales abroad (1) | ||||
Foreign market | ||||
Sales revenues |
(1) |
9 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Domestic market | ||||
China | ||||
Americas (except United States) | ||||
Europe | ||||
Asia (except China and Singapore) | ||||
United States | ||||
Singapore | ||||
Others | ||||
Foreign market | ||||
Sales revenues |
In the six-month period ended June 30, 2023, sales to two clients of the refining, transportation and marketing segment represented individually 16% and 11% of the Company’s sales revenues. In the same period of 2022, one client of the same segment represented 14% of the Company’s sales revenues.
5. | Costs and expenses by nature |
5.1. | Cost of sales |
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Raw material, products for resale, materials and third-party services (1) | ( |
( |
( |
( |
Depreciation, depletion and amortization | ( |
( |
( |
( |
Production taxes | ( |
( |
( |
( |
Employee compensation | ( |
( |
( |
( |
Total | ( |
( |
( |
( |
(1) |
5.2. | Selling expenses |
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Materials, third-party services, freight, rent and other related costs | ( |
( |
( |
( |
Depreciation, depletion and amortization | ( |
( |
( |
( |
Allowance for expected credit losses | ( |
( |
( |
|
Employee compensation | ( |
( |
( |
( |
Total | ( |
( |
( |
( |
5.3. | General and administrative expenses |
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Employee compensation | ( |
( |
( |
( |
Materials, third-party services, rent and other related costs | ( |
( |
( |
( |
Depreciation, depletion and amortization | ( |
( |
( |
( |
Total | ( |
( |
( |
( |
10 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
6. | Other income and expenses |
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Unscheduled stoppages and pre-operating expenses | ( |
( |
( |
( |
Pension and medical benefits – retirees | ( |
( |
( |
( |
Losses with legal, administrative and arbitration proceedings | ( |
( |
( |
( |
Performance award program | ( |
( |
( |
( |
Profit sharing | ( |
( |
( |
( |
Losses on decommissioning of returned/abandoned areas | ( |
( |
( |
( |
Results from co-participation agreements in bid areas | ||||
Gains (losses) with commodities derivatives | ( |
( |
( | |
Amounts recovered from Lava Jato investigation (1) | ||||
Government grants | ||||
Early termination and changes to cash flow estimates of leases | ||||
Reimbursements from E&P partnership operations | ||||
Results on disposal/write-offs of assets and on remeasurement of investment retained with loss of control | ||||
Others (2) | ( |
( |
( |
( |
Total | ( |
( |
(1) | |
(2) |
7. | Net finance income (expense) |
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Finance income | ||||
Income from investments and marketable securities (Government Bonds) | ||||
Other finance income | ||||
Finance expenses | ( |
( |
( |
( |
Interest on finance debt | ( |
( |
( |
( |
Unwinding of discount on lease liabilities | ( |
( |
( |
( |
Discount and premium on repurchase of debt securities | ( |
( | ||
Capitalized borrowing costs | ||||
Unwinding of discount on the provision for decommissioning costs | ( |
( |
( |
( |
Other finance expenses | ( |
( |
( |
( |
Foreign exchange gains (losses) and indexation charges | ( |
( | ||
Foreign exchange gains (losses) (1) | ( | |||
Reclassification of hedge accounting to the Statement of Income (1) | ( |
( |
( |
( |
Monetary restatement of anticipated dividends and dividends payable | ( |
( |
( |
( |
Recoverable taxes inflation indexation income | ||||
Other foreign exchange gains and indexation charges, net | ||||
Total | ( |
( |
( |
( |
(1) |
8. Information by operating segment
In 2022, Petrobras implemented changes to its financial reporting system, according to the metric approved by the Executive Board. These changes did not change the allocation of Petrobras' reportable operating segments (E&P, RT&M and G&P). However, the measurement of certain components of the operating segments and of Corporate and other businesses was changed as following:
· | trade and other receivables, recoverable income taxes and other recoverable taxes, previously allocated to operating segments, are now presented in Corporate and other businesses. Expected credit losses are now also presented in Corporate and other businesses; |
· | losses with commodity derivatives (within other income and expenses, net), previously presented in Corporate and other businesses, are now presented in operating segments; |
11 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
· | general and administrative expenses related to logistics and fuel sales, previously presented in Corporate and other businesses, are now disclosed in the RT&M segment. |
This information reflects the Company's current management model and is used by the Board of Executive Officers (Chief Operating Decision Maker - CODM) to make decisions regarding resource allocation and performance evaluation. In this context, the information by operating segment of the six-month period ended June 30, 2022 has been reclassified for comparative purposes, as follows:
Consolidated statement of income by operating segment - Jan-Jun/2022 reclassified | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Total | ||
Eliminations | ||||||
Net income (loss) of the period disclosed in Jan-Jun/2022 | ( |
( |
||||
Changes in the measurement | ( |
( |
||||
Net income (loss) of the period reclassified - Jan-Jun/2022 | ( |
( |
||||
Consolidated statement of income by operating segment - Apr-Jun/2022 reclassified | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Net income (loss) of the period disclosed in Apr-Jun/2022 | ( |
( |
||||
Changes in the measurement | ( |
( |
||||
Net income (loss) of the period reclassified - Apr-Jun/2022 | ( |
( |
||||
12 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
8.1. | Net income by operating segment |
Consolidated statement of income by operating segment | ||||||
Jan-Jun/2023 | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Sales revenues | ( |
|||||
Intersegments | ( |
|||||
Third parties | ||||||
Cost of sales | ( |
( |
( |
( |
( | |
Gross profit (loss) | ( |
|||||
Income (expenses) | ( |
( |
( |
( |
( |
( |
Selling expenses | ( |
( |
( |
( |
( |
( |
General and administrative expenses | ( |
( |
( |
( |
( | |
Exploration costs | ( |
( | ||||
Research and development expenses | ( |
( |
( |
( |
( | |
Other taxes | ( |
( |
( |
( |
( | |
Impairment (losses) reversals | ( |
( |
( | |||
Other income and expenses, net | ( |
( |
( |
( | ||
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | ( |
|||||
Net finance income (expense) | ( |
( | ||||
Results of equity-accounted investments | ( |
|||||
Net income / (loss) before income taxes | ( |
|||||
Income taxes | ( |
( |
( |
( |
( | |
Net income (loss) for the period | ( |
|||||
Attributable to: | ||||||
Shareholders of Petrobras | ( |
|||||
Non-controlling interests | ( |
13 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Jun/2022 - reclassified | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Sales revenues | ( |
|||||
Intersegments | ( |
|||||
Third parties | ||||||
Cost of sales | ( |
( |
( |
( |
( | |
Gross profit (loss) | ( |
|||||
Income (expenses) | ( |
( |
( |
( |
( | |
Selling expenses | ( |
( |
( |
( |
( |
( |
General and administrative expenses | ( |
( |
( |
( |
( | |
Exploration costs | ( |
( | ||||
Research and development expenses | ( |
( |
( |
( |
( | |
Other taxes | ( |
( |
( |
( |
( | |
Impairment (losses) reversals | ( |
( |
( |
( | ||
Other income and expenses, net | ( |
( |
( |
|||
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | ( |
( |
||||
Net finance income (expense) | ( |
( | ||||
Results of equity-accounted investments | ( |
|||||
Net income / (loss) before income taxes | ( |
( |
||||
Income taxes | ( |
( |
( |
( | ||
Net income (loss) for the period | ( |
( |
||||
Attributable to: | ||||||
Shareholders of Petrobras | ( |
( |
||||
Non-controlling interests | ( |
14 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Consolidated statement of income by operating segment | ||||||
Apr-Jun/2023 | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other business | Eliminations | Total | |
Sales revenues | ( |
|||||
Intersegments | ( |
|||||
Third parties | ||||||
Cost of sales | ( |
( |
( |
( |
( | |
Gross profit (loss) | ||||||
Income (expenses) | ( |
( |
( |
( |
( |
( |
Selling expenses | ( |
( |
( |
( |
( | |
General and administrative expenses | ( |
( |
( |
( |
( | |
Exploration costs | ( |
( | ||||
Research and development expenses | ( |
( |
( |
( | ||
Other taxes | ( |
( |
( |
( | ||
Impairment (losses) reversals | ( |
( |
( | |||
Other income and expenses, net | ( |
( |
( |
( | ||
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | ( |
|||||
Net finance income (expense) | ( |
( | ||||
Results of equity-accounted investments | ( |
( | ||||
Net income / (loss) before income taxes | ( |
|||||
Income taxes | ( |
( |
( |
( |
( | |
Net income (loss) for the period | ( |
|||||
Attributable to: | ||||||
Shareholders of Petrobras | ( |
|||||
Non-controlling interests | ( |
15 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Consolidated statement of income by operating segment | ||||||
Apr-Jun/2022 - reclassified | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Sales revenues | ( |
|||||
Intersegments | ( |
( |
||||
Third parties | ||||||
Cost of sales | ( |
( |
( |
( |
( | |
Gross profit (loss) | ( |
|||||
Income (expenses) | ( |
( |
( |
( |
||
Selling expenses | ( |
( |
( |
( |
( |
( |
General and administrative expenses | ( |
( |
( |
( |
( | |
Exploration costs | ( |
( | ||||
Research and development expenses | ( |
( |
( |
( | ||
Other taxes | ( |
( |
( |
( |
( | |
Impairment (losses) reversals | ( |
( |
( | |||
Other income and expenses, net | ( |
( |
( |
|||
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | ( |
( |
||||
Net finance income (expense) | ( |
( | ||||
Results of equity-accounted investments | ( |
( |
( | |||
Net income / (loss) before income taxes | ( |
( |
||||
Income taxes | ( |
( |
( |
( | ||
Net income (loss) for the period | ( |
( |
||||
Attributable to: | ||||||
Shareholders of Petrobras | ( |
( |
||||
Non-controlling interests | ( |
The amount of depreciation, depletion and amortization by segment is set forth as follows:
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Total | |
| |||||
Jan-Jun/2023 | |||||
Jan-Jun/2022 | |||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Total | |
| |||||
Apr-Jun/2023 | |||||
Apr-Jun/2022 |
16 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
8.2. | Assets by operating segment |
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other business | Elimina-tions | Total | |
Consolidated assets by operating segment - 06.30.2023 | ||||||
Current assets | ( |
|||||
Non-current assets | ||||||
Long-term receivables | ||||||
Investments | ||||||
Property, plant and equipment | ||||||
Operating assets | ||||||
Under construction | ||||||
Intangible assets | ||||||
Total assets | ( |
Consolidated assets by operating segment - 12.31.2022 | ||||||
Current assets | ( |
|||||
Non-current assets | ||||||
Long-term receivables | ||||||
Investments | ||||||
Property, plant and equipment | ||||||
Operating assets | ||||||
Under construction | ||||||
Intangible assets | ||||||
Total assets | ( |
9. | Trade and other receivables |
9.1. | Trade and other receivables |
06.30.2023 | 12.31.2022 | |
Receivables from contracts with customers | ||
Third parties | ||
Related parties | ||
Investees (note 28.1) | ||
Subtotal | ||
Other trade receivables | ||
Third parties | ||
Receivables from divestments and Transfer of Rights Agreement (1) | ||
Lease receivables | ||
Other receivables | ||
Related parties | ||
Petroleum and alcohol accounts - receivables from Brazilian Federal Government | ||
Subtotal | ||
Total trade and other receivables, before ECL | ||
Expected credit losses (ECL) - Third parties | ( |
( |
Expected credit losses (ECL) - Related parties | ( |
( |
Total trade and other receivables | ||
Current | ||
Non-current |
(1) |
Trade and other receivables are generally classified
as measured at amortized cost, except for receivables with final prices linked to changes in commodity price after their transfer of control,
which are classified as measured at fair value through profit or loss, amounting to US$
17 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
9.2. | Aging of trade and other receivables – third parties |
06.30.2023 | 12.31.2022 | |||
Trade and other receivables | Expected credit losses | Trade and other receivables | Expected credit losses | |
Current | ( |
( | ||
Overdue: | ||||
1-90 days | ( |
( | ||
91-180 days | ( |
( | ||
181-365 days | ( |
( | ||
More than 365 days | ( |
( | ||
Total | ( |
( |
9.3. | Changes in provision for expected credit losses – third parties and related parties |
2023 Jan-Jun |
2022 Jan-Jun | |
Opening balance | ||
Additions | ||
Write-offs | ( |
( |
Reversals | ( |
( |
Translation adjustment | ||
Closing balance | ||
Current | ||
Non-current |
10. | Inventories |
06.30.2023 | 12.31.2022 | |
Crude oil | ||
Oil products | ||
Intermediate products | ||
Natural gas and Liquefied Natural Gas (LNG) | ||
Biofuels | ||
Fertilizers | ||
Total products | ||
Materials, supplies and others | ||
Total | ||
In the six-month period ended June 30, 2023, the
Company recognized a US$
At June 30, 2023, the Company had pledged crude
oil and oil products volumes as collateral for the Term of Financial Commitment (TFC) related to plans PPSP-R, PPSP-R Pre-70 and PPSP-NR
Pre-70 signed by Petrobras and Petros Foundation in 2008, in the estimated amount of US$
18 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
11. | Trade payables |
06.30.2023 | 12.31.2022 | |
Third parties in Brazil | ||
Third parties abroad | ||
Related parties | ||
Total | ||
12. | Taxes |
12.1. | Income taxes |
Current assets | Current liabilities | Non-current liabilities | ||||
06.30.2023 | 12.31.2022 | 06.30.2023 | 12.31.2022 | 06.30.2023 | 12.31.2022 | |
Taxes in Brazil | ||||||
Income taxes | − | − | ||||
Income taxes - Tax settlement programs | − | − | ||||
Taxes abroad | − | − | ||||
Total | ||||||
Reconciliation between statutory income tax rate and effective income tax rate
The following table provides the reconciliation of Brazilian statutory tax rate to the Company’s effective rate on income before income taxes:
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Net income before income taxes | ||||
Nominal income taxes computed based on Brazilian statutory corporate tax rates (34%) | ( |
( |
( |
( |
Adjustments to arrive at the effective tax rate: | ||||
Tax benefits from the deduction of interest on capital distributions | ||||
Different jurisdictional tax rates for companies abroad | ( |
|||
Brazilian income taxes on income of companies incorporated outside Brazil (1) | ( |
( |
( |
( |
Tax incentives | ||||
Tax loss carryforwards (unrecognized tax losses) | ( |
( |
( |
( |
Non-taxable income (non-deductible expenses), net | ( |
|||
Post-employment benefits | ( |
( |
( |
( |
Results of equity-accounted investments in Brazil and abroad | ( | |||
Others | ||||
Income taxes | ( |
( |
( |
( |
Deferred income taxes | ( |
( |
( |
( |
Current income taxes | ( |
( |
( |
( |
Effective tax rate of income taxes |
(1) |
Deferred income taxes - non-current
The changes in the deferred income taxes are presented as follows:
19 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Jun/2023 | Jan-Jun/2022 | |
Opening balance | ( |
( |
Recognized in the statement of income for the period | ( |
( |
Recognized in shareholders’ equity | ( |
( |
Translation adjustment | ( |
( |
Use of tax loss carryforwards | ( | |
Others | ||
Closing balance | ( |
( |
The composition of deferred tax assets and liabilities is set out in the following table:
Nature | Realization basis | 06.30.2023 | 12.31.2022 |
Depreciation, amortization and write-offs of assets | |||
Amortization, impairment reversals and write-offs of assets | |||
Depreciation, amortization and write-offs of assets | ( |
( | |
Payments, receipts and considerations | ( |
||
Appropriation of the considerations | ( |
||
Payments and use of provisions | |||
Taxable income compensation | |||
Sales, write-downs and losses | |||
Payments and use of provisions | |||
Total | ( |
( | |
Deferred tax assets | |||
Deferred tax liabilities | ( |
( |
Uncertain tax treatments
Between April and July, 2023, the Company received
additional charges from the Dutch tax authority, due to a final assessment on the calculation of the Corporate Income Tax (CIT) of subsidiaries
in the Netherlands from 2018 to 2020, arising from the valuation for tax purposes of platforms and equipment nationalized under the Repetro
tax regime, in the amount of US$
Tax treatments of certain subsidiaries from 2019
to 2022 have not yet been assessed by this tax authority. Any charges by the Dutch tax authority for those years, on a similar basis to
the periods already assessed, could reach the amount of US$
The Company continues to defend its position but understands that it is not probable that the tax authority will fully accept this tax treatment. Thus, a liability was recognized with a corresponding effect in income taxes within the statement of income for the period, by means of the expected value method, constituted by the sum of amounts weighted by the probability of loss.
20 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
12.2. | Other taxes |
Current assets | Non-current assets | Current liabilities | Non-current liabilities (1) | |||||
06.30.2023 | 12.31.2022 | 06.30.2023 | 12.31.2022 | 06.30.2023 | 12.31.2022 | 06.30.2023 | 12.31.2022 | |
Taxes in Brazil | ||||||||
Current / Non-current ICMS (VAT) | − | − | ||||||
Current / Non-current PIS and COFINS | ||||||||
Claim to recover PIS and COFINS | − | − | − | − | − | − | ||
CIDE | − | − | − | − | − | − | ||
Production taxes | − | − | − | − | ||||
Withholding income taxes | − | − | − | − | − | − | ||
Others (2) | ||||||||
Total in Brazil | ||||||||
Taxes abroad | − | − | ||||||
Total |
(1) | |
(2) |
13. | Employee benefits |
Employee benefits are all forms of consideration given by an entity in exchange for service rendered by employees or for the termination of employment. It also includes expenses with directors and management. Such benefits include salaries, post-employment benefits, termination benefits and other benefits.
06.30.2023 | 12.31.2022 | |
Liabilities | ||
Short-term employee benefits | ||
Termination benefits | ||
Post-employment benefits | ||
Total | ||
Current | ||
Non-current |
13.1. | Short-term employee benefits |
06.30.2023 | 12.31.2022 | |
Variable compensation program - PPP | ||
Accrued vacation and 13th salary | ||
Salaries and related charges and other provisions | ||
Profit sharing | ||
Total | ||
Current | ||
Non-current (1) |
(1) |
The Company recognized the following amounts in the statement of income:
21 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Expenses recognized in the statement of income | Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 |
Salaries, accrued vacations and related charges | ( |
( |
( |
( |
Variable compensation program - PPP (1) | ( |
( |
( |
( |
Profit sharing (1) | ( |
( |
( |
( |
Management fees and charges | ( |
( |
( |
( |
Total | ( |
( |
( |
( |
(1) |
13.1.1. | Variable compensation programs |
Performance award program (PPP)
As of June 30, 2023, the Company had paid US$
Regarding the PPP for 2023, the Company is revising
the model for this program. However, due to the expectation of maintaining the program with a similar nature of 2022, in the six-month
period ended June 30, 2023, the Company provisioned US$
Profit Sharing (PLR)
In the six-month period ended June 30, 2023, the
Company settled US$
In the six-month period ended June 30, 2023, the
Company provisioned US$
13.2. | Termination benefits |
Termination benefits are employee benefits provided in exchange for the termination of labor contract as a result of either: i) the Company’s decision to terminate the labor contract before the employee’s normal retirement date; or ii) an employee’s decision to accept an offer of benefits in exchange for the termination of their employment.
The Company has voluntary severance programs (PDV), specific for employees of the corporate segment and of divestment assets, which provide for the same legal and indemnity advantages.
For the current programs, there are
Changes to the provisions for termination benefits are presented as follows:
Jan-Jun/2023 | Jan-Jun/2022 | |
Opening Balance | ||
Effects in the statement of income | ( |
|
Enrollments | ||
Revision of provisions | ( |
|
Effects in cash and cash equivalents | ( |
( |
Terminations in the period | ( |
( |
Translation adjustment | ||
Closing Balance | ||
Current | ||
Non-current |
Recognition of the provision for expenses occur as employees enroll to the programs.
22 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The Company disburse the severance payments in two installments, one at the time of termination and the remainder one year after the termination.
13.3. | Employee benefits (post-employment) |
The Company maintains a health care plan for its employees in Brazil (active and retiree) and their dependents (Saúde Petrobras), and five other major types of post-employment pension benefits (collectively referred to as “pension plans”).
The following table presents the balance of post-employment benefits:
06.30.2023 | 12.31.2022 | |
Liabilities | ||
Health Care Plan - Saúde Petrobras | ||
Petros Pension Plan - Renegotiated (PPSP-R) | ||
Petros Pension Plan - Non-renegotiated (PPSP-NR) | ||
Petros Pension Plan - Renegotiated - Pre-70 (PPSP-R Pre 70) | ||
Petros Pension Plan - Non-renegotiated - Pre-70 (PPSP-NR Pre 70) | ||
Petros 2 Pension Plan (PP-2) | ||
Total | ||
Current | ||
Non-current |
Health Care Plan
The health care plan is managed by Petrobras Health Association (Associação Petrobras de Saúde – APS), a nonprofit civil association, and includes prevention and health care programs. The plan covers all employees and retirees and is open to future employees.
Benefits are paid by the Company based on the costs incurred by the participants. The financial participation of the Company and the beneficiaries on the expenses are provided for in the Collective Bargaining Agreement (ACT), being 60% by the Company and 40% by the participants.
Pension plans
The management of the supplementary pension plans sponsored by the Company is under the responsibility of Fundação Petrobras de Seguridade Social – Petros, which was established by Petrobras as a non-profit, private legal entity with administrative and financial autonomy.
The net obligation with pension plans recorded by the Company is measured in accordance with the requirements of IFRS which has a different measurement methodology to that applicable to pension funds, regulated by the Conselho Nacional de Previdência Complementar - CNPC.
The table below presents the reconciliation of the deficit of Petros Plan registered by Petros Foundation as of December 31, 2022 with the net actuarial liability registered by the Company:
PPSP-R (1) | PPSP-NR (1) | |
Deficit registered by Petros | ||
Ordinary and extraordinary future contributions - sponsor | ||
Contributions related to the TFC - sponsor | ||
Financial assumptions (interest rate and inflation), changes in fair value of plan assets and actuarial valuation method | ( |
( |
Net actuarial liability recorded by the Company |
(1) | It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
23 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
On March 29, 2023, the Deliberative Council of Petros approved the financial statements of the pension plans sponsored by the Company for the year ended December 31, 2022.
Deficit Settlement Plan 2021 referring to the PPSP-R plan
On November 10, 2022, Petros' Foundation Deliberative Council approved a plan to settle the deficit registered by the PPSP-R in 2021. On April 1, 2023, this plan was implemented, following a favorable decision held on March 17, 2023 by the SEST.
This deficit, amounting to US$ 1,676 (R$ 8,515 million) as of June 30, 2023, must be settled on an equal basis between sponsors and participants, of which US$ 790 (R$ 4,012 million) will be paid by Petrobras, during the lifetime of the plan. The deduction from the payroll of participants, relating to these extraordinary payments, began in April 2023.
13.3.1. | Changes in the actuarial liabilities recognized in the statement of financial position |
Net actuarial liabilities represent the obligations of the Company, net of the fair value of plan assets (when applicable), at present value.
Changes in the actuarial liabilities related to pension and healthcare plans with defined benefit characteristics is presented as follows:
Pension Plans | Health Care Plan | Total | |||
PPSP-R (1) | PPSP-NR (1) | Petros 2 | Saúde Petrobras | ||
Balance at December 31, 2022 | |||||
Recognized in the Statement of Income | |||||
Current service cost | |||||
Net interest | |||||
Recognized in Equity - other comprehensive income | |||||
Remeasurement effects (2) | |||||
Cash effects | ( |
( |
( |
( |
( |
Contributions paid | ( |
( |
( |
( |
( |
Payments related to Term of financial commitment (TFC) | ( |
( |
( | ||
Other changes | |||||
Others | |||||
Translation Adjustment | |||||
Balance at June 30, 2023 |
(1) | It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
(2) |
24 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Pension Plans | Health Care Plan |
Other plans |
Total | |||
PPSP-R (1) | PPSP-NR (1) | Petros 2 | Saúde Petrobras | |||
Balance at December 31, 2021 | ||||||
Recognized in the Statement of Income | ||||||
Current service cost | ||||||
Net interest | ||||||
Cash effects | ( |
( |
( |
( | ||
Contributions paid | ( |
( |
( |
( | ||
Payments related to Term of financial commitment (TFC) | ( |
( |
( | |||
Other changes | ( |
|||||
Others | ( |
( | ||||
Translation Adjustment | ||||||
Balance at June 30, 2022 |
(1) | It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
The net expense with pension and healthcare plans is presented below:
Pension Plans | Health Care Plan | Total | |||
PPSP-R (1) | PPSP-NR (1) | Petros 2 | Saúde Petrobras | ||
Related to active employees (cost of sales and expenses) | ( |
( |
( |
( |
( |
Related to retirees (other income and expenses) | ( |
( |
( |
( |
( |
Net costs for Jan-Jun/2023 | ( |
( |
( |
( |
( |
Related to active employees (cost of sales and expenses) | ( |
( |
( |
( |
( |
Related to retirees (other income and expenses) | ( |
( |
( |
( |
( |
Net costs for Jan-Jun/2022 | ( |
( |
( |
( |
( |
(1) |
Pension Plans | Health Care Plan | Total | |||
PPSP-R (1) | PPSP-NR (1) | Petros 2 | Saúde Petrobras | ||
Related to active employees (cost of sales and expenses) | ( |
( |
( |
( |
( |
Related to retirees (other income and expenses) | ( |
( |
( |
( |
( |
Net costs for Apr-Jun/2023 | ( |
( |
( |
( |
( |
Related to active employees (cost of sales and expenses) | ( |
( |
( |
( |
( |
Related to retirees (other income and expenses) | ( |
( |
( |
( |
( |
Net costs for Apr-Jun/2022 | ( |
( |
( |
( |
( |
(1) |
13.3.2. | Contributions |
In the six-month period ended June 30, 2023, the
Company contributed with US$
The contribution to the defined benefit portion of the PP-2, which had been suspended in July 2012, was restored in April 2023, pursuant to a decision by the Petros Foundation's Deliberative Council. Thus, a portion of the monthly contribution will be destined to risk coverage (payment of sickness allowance, reclusion allowance, lump sum death benefit and minimum guarantees) to reduce the balance of the actuarial liability.
25 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
14. Provisions for legal proceedings, judicial deposits and contingent liabilities
14.1. | Provisions for legal proceedings |
The Company recognizes provisions for legal, administrative and arbitral proceedings based on the best estimate of the costs for which it is probable that an outflow of resources embodying economic benefits will be required and that can be reliably estimated. These proceedings mainly include:
· | Labor claims, in particular: (i) several individual and collective labor claims; (ii) opt-out claims related to a review of the methodology by which the minimum compensation based on an employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated; and (iii) actions of outsourced employees. |
· | Tax claims including: (i) tax notices for alleged non-compliance with ancillary obligations; (ii) claims relating to benefits previously taken for Brazilian federal tax credits applied that were subsequently alleged to be disallowable; and (iii) claims for alleged non-payment of CIDE on imports of propane and butane. |
· | Civil claims, in particular: (i) lawsuits related to contracts; (ii) administrative and judicial proceedings that discuss the difference in special participation and royalties in several fields; and (iii) penalties applied by the ANP - Brazilian Agency of Petroleum, Natural Gas and Biofuels (Agência Nacional de Petróleo, Gás Natural e Biocombustíveis), mainly relating to production measurement systems. |
· | Environmental claims, specially: (i) fines relating to an environmental accident in the State of Paraná in 2000; (ii) fines relating to the Company’s offshore operation; and (iii) public civil action for oil spill in 2004 in Serra do Mar-São Paulo State Park. |
Provisions for legal proceedings are set out as follows:
Non-current liabilities | 06.30.2023 | 12.31.2022 |
Labor claims | ||
Tax claims | ||
Civil claims | ||
Environmental claims | ||
Total |
Jan-Jun/2023 | Jan-Jun/2022 | |
Opening Balance | ||
Additions, net of reversals | ||
Use of provision | ( |
( |
Revaluation of existing proceedings and interest charges | ||
Others | ( |
( |
Translation adjustment | ||
Closing Balance |
In preparing its unaudited condensed consolidated interim financial statements for June 30, 2023, the Company considered all available information concerning legal proceedings in which the Company is a defendant, in order to estimate the amounts of obligations and probability that outflows of resources will be required.
14.2. | Judicial deposits |
Judicial deposits are set out in the table below according to the nature of the corresponding lawsuits:
26 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Non-current assets | 06.30.2023 | 12.31.2022 |
Tax | ||
Labor | ||
Civil | ||
Environmental | ||
Others | ||
Total |
Jan-Jun/2023 | Jan-Jun/2022 | |
Opening Balance | ||
Additions | ||
Use | ( |
( |
Accruals and charges | ||
Others | ( |
( |
Translation adjustment | ||
Closing Balance |
14.3. | Contingent liabilities |
The estimates of contingent liabilities are indexed to inflation and updated by applicable interest rates. Estimated contingent liabilities for which the possibility of loss is classified as possible are set out in the following table:
Nature | 06.30.2023 | 12.31.2022 |
Tax | ||
Labor | ||
Civil | ||
Environmental | ||
Total |
The main contingent liabilities are:
· | Tax matters comprising: (i) withholding income tax (IRRF), Contribution of Intervention in the Economic Domain (CIDE), Social Integration Program (PIS) and Contribution to Social Security Financing (COFINS) on remittances for payments of vessel charters; (ii) income from foreign subsidiaries and associates located outside Brazil not included in the computation of taxable income (IRPJ and CSLL); (iii) collection of customs taxes and fines related to imports under the Repetro regime in the Frade consortium; (iv) collection of ICMS involving several states; (v) collection of PIS and COFINS, resulting from the payment of taxes negotiated with the Brazilian Federal Government, excluding the payment of fines; and (vi) deduction from the PIS and COFINS tax base, including ship-or-pay agreements and chartering of aircraft and vessels. |
· | Labor matters comprising mainly actions requiring a review of the methodology by which the minimum compensation based on an employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated. |
· | Civil matters comprising mainly: (i) lawsuits related to contracts; (ii) administrative and legal proceedings challenging an ANP order requiring Petrobras to pay additional special participation fees and royalties (production taxes) with respect to several fields, including unitization; and (iii) regulation agencies fines, mainly ANP. |
· | Environmental matters comprising indemnities for damages and fines related to the Company operation. |
14.4. | Minimum Compensation Based on Employee's Position and Work Schedule (Remuneração Mínima por Nível e Regime - RMNR) |
As of June 30, 2023, there are lawsuits related to the Minimum Compensation Based on Employee's Position and Work Schedule (RMNR), with the objective of reviewing its calculation criteria.
The RMNR consists of a minimum remuneration guaranteed to employees, based on salary level, work schedule and geographic location. This policy was created and implemented by Petrobras in 2007 through collective bargaining with union representatives, and was approved at employee meetings, and started being the subject of lawsuits three years after its implementation.
27 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
In 2018, the Brazilian Superior Labor Court (TST) ruled against the Company, which filed extraordinary appeals against its decision. Therefore, the Brazilian Supreme Federal Court (STF) suspended the effects of the decision issued by the TST and determined the national suspension of the ongoing proceedings related to the RMNR.
On July 29, 2021, a monocratic decision was published in which the STF’s Judge-Rapporteur granted an extraordinary appeal filed, accepting the Company's thesis and recognizing the validity of the collective bargaining agreement freely signed between Petrobras and the unions, reversing the decision of the TST.
In February 2022, the judgment of the appeals filed by the plaintiff and several amicus curiae was started. The judgment is currently underway in the First Panel of the Supreme Federal Court, with 3 votes in favor of the Company, confirming that there is an understanding of recognizing the merit of the collective bargaining agreement signed between the companies and the unions, and 1 vote against. After the dissenting vote was delivered, one of the ministers who had voted in favor of Petrobras requested additional time for analysis, thus the trial was suspended.
As of June 30, 2023, the balance of provisioned
proceedings regarding RMNR amounts to US$
14.5. | Class actions and related proceedings |
On January 23, 2017, Stichting Petrobras Compensation Foundation ("Foundation") filed a class action in the Netherlands, at the District Court of Rotterdam, against Petróleo Brasileiro S.A. – Petrobras, Petrobras International Braspetro B.V. (PIB BV), Petrobras Global Finance B.V. (PGF), Petrobras Oil & Gas B.V. (PO&G) and some former Petrobras managers. The Foundation alleges that it represents the interests of an unidentified group of investors and claims that, based on the facts revealed by Operation Lava-Jato, the defendants acted illegally before investors. On 26 May 2021, the District Court of Rotterdam decided that the class action must proceed and that the arbitration clause of Petrobras' bylaws does not prevent the Company's shareholders from having access to the Dutch Judiciary and being represented by the Stichting Petrobras Compensation Foundation (“Foundation”). However, investors who have already started arbitration against Petrobras or who are parties to legal proceedings in which the applicability of the arbitration clause has been definitively recognized are excluded from the action.
On July 26, 2023, the Court issued an intermediary decision on the merits, ordering the production of evidence, in relation to which the parties may express their views before the publication of the decision on the merits, which is appealable. In addition, the Court expressed in advance some understanding, which must be included in the decision on the merits, among which: (i) the requests made against PIB BV and PO&G were rejected and; (ii) the Court declared that Petrobras and the PGF acted illegally in relation to their investors.
The Court also confirmed that the Foundation cannot claim compensation under the class action, which will depend on the filing of subsequent actions by or on behalf of the investors by the Foundation itself, an opportunity in which Petrobras will be able to offer all the defenses already presented in the class action and others that it deems appropriate, including in relation to the occurrence and quantification of any damages, not yet proven. Considering the uncertainties that exist at the moment, it is not possible to make any reliable assessment regarding possible risks related to this dispute. The eventual restitution for the alleged damages will only be determined by judicial decisions in later actions to be brought by individual investors. Petrobras and the PGF deny the allegations made by the Foundation and will continue to defend themselves vigorously. For more information, see note 18.4.1 to the financial statements for the year ended December 31, 2022.
In relation to the arbitration in Argentina, the Argentine Supreme Court denied the appeal, but the Consumidores Damnificados Asociación Civil para su Defensa ("Association") filed a new appeal to the Argentine Supreme Court, which was also denied, thus the arbitration was sent to the Arbitration Court. This arbitration discusses Petrobras' liability for an alleged loss of market value of Petrobras' shares in Argentina, as a result of the Lava Jato Operation.
At the same time, the Association also filed a class action before the Civil and Commercial Court of Buenos Aires, Argentina, where Petrobras appeared on April 10, 2023. The Association claims Petrobras' responsibility for an alleged loss of market value of its securities in Argentina, as a result of allegations made within the scope of the Lava Jato Operation and its effects on the Company's financial statements prior to 2015. Such demand does not generate immediate financial and economic effects for Petrobras. The Company denies such allegations and will vigorously defend itself against the accusations made by the author of the collective action.
28 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Regarding criminal proceeding in Argentina related to an alleged fraudulent offer of securities, aggravated by the fact that Petrobras allegedly declared false data in its financial statements prior to 2015, the Court of Appeals revoked on October 21, 2021, the lower court decision that had recognized Petrobras' immunity from jurisdiction and recommended that the lower court judge take steps to certify whether the Company could be considered criminally immune in Argentina for further reassessment of the issue. Petrobras appealed against this decision, but the higher courts upheld the decision of the Court of Appeals. After carrying out the steps determined by the Court of Appeals, on May 30, 2023, the lower court denied the recognition of immunity from jurisdiction to Petrobras. Petrobras filed an appeal against this decision, which is still pending judgment. The Court of Appeals previously recognized that the Association could not act as a representative of financial consumers, due to the loss of its registration with the competent Argentine bodies, which was also the subject of an appeal upheld by the Court of Appeals on September 15, 2022, recognizing the Association the right to represent financial consumers. Petrobras presented other procedural defenses, still subject to assessment by the Argentine Court of Appeals. This criminal action is being processed before the Economic Criminal Court No. 2 of the City of Buenos Aires.
As for the other criminal action for alleged non-compliance with the obligation to publish “press release” in the Argentine market about the existence of a class action filed by Consumidores Damnificados Asociación Civil para su Defensa before the Commercial Court, there are no developments during the six-month period ended June 30, 2023.
The EIG Energy Fund XIV, L.P. and affiliates (“EIG”) filed a lawsuit against Petrobras, before the District Court of Columbia, United States, to recover alleged losses related to its investment in Sete Brasil Participações S.A. On August 8, 2022, the judge upheld EIG's claim as to Petrobras' responsibility for the alleged losses, which are recorded as provisions for legal proceedings, but denied the motion for summary judgment with respect to damages, whereby the award of compensation will be subject to the proof of damages by EIG at a hearing and to the consideration of the defenses by the Company. In the same decision, reflected in the unaudited condensed consolidated interim financial statements of the third quarter of 2022, the judge denied the request to dismiss the case based on Petrobras' immunity from jurisdiction, which is why an appeal was filed with the Federal Court of Appeals for the District of Columbia. Considering the filing of the appeal, Petrobras requested the suspension of the process, which was granted by the lower court judge on October 26, 2022.
On August 26, 2022, the District Court of Amsterdam granted a precautionary measure to block certain Petrobras assets in the Netherlands, at the request of EIG. This granting was based on the decision of the District Court of Columbia, on August 8, 2022, and was intended to ensure the satisfaction of EIG's claims contained in the aforementioned US lawsuit. For the purpose of this injunction, the District Court of Amsterdam limited EIG's claims to a total of US$ 297, although the US Court ruled that any award of damages would depend on evidence of damages by EIG at a trial hearing. There are some discussions about the scope of the assets blocked by EIG, but there is no related lawsuit pending in the Netherlands. This precautionary block does not prevent Petrobras and its subsidiaries from complying with their obligations to third parties.
14.6. | Arbitrations proposed by non-controlling Shareholders in Brazil |
In the six-month period ended June 30, 2023, there were partial decisions which did not change the assessment and the available information on this proceeding. For more information, see explanatory note 18.5 to the financial statements for the year ended December 31, 2022.
14.7. | Legal proceedings - Compulsory Loan – Eletrobras |
In the six-month period ended June 30, 2023, there were no events that changed the assessment on this proceeding. For more information, see explanatory note 18.6 to the financial statements for the year ended December 31, 2022.
14.8. | Lawsuits brought by natural gas distributors and others |
In the six-month period ended June 30, 2023, there were no events that changed the assessment and information on lawsuits and arbitrations. For more information, see explanatory note 18.7 to the financial statements for the year ended December 31, 2022.
29 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
15. | Provision for decommissioning costs |
The following table details the amount of the provision for decommissioning costs by producing area:
06.30.2023 | 12.31.2022 | |
Onshore | ||
Shallow waters | ||
Deep and ultra-deep post-salt | ||
Pre-salt | ||
Changes in the provision for decommissioning costs are presented as follows:
Non-current liabilities |
2023 Jan-Jun |
2022 Jan-Jun |
Opening balance | ||
Adjustment to provision | ||
Transfers related to liabilities held for sale (1) | − | ( |
Use of provisions | ( |
( |
Interest accrued | ||
Others | ( |
( |
Translation adjustment | ||
Closing balance |
(1) |
16. | Other assets and liabilities |
Assets | 06.30.2023 | 12.31.2022 | |
Escrow account and/ or collateral | |||
Advances to suppliers | |||
Prepaid expenses | |||
Derivatives transactions | |||
Assets related to E&P partnerships | |||
Others | |||
Current | |||
Non-current | |||
Liabilities | 06.30.2023 | 12.31.2022 | |
Obligations arising from divestments | |||
Contractual retentions | |||
Advances from customers | |||
Provisions for environmental expenses, research and development and fines | |||
Other taxes | |||
Unclaimed dividends | |||
Derivatives transactions | |||
Others | |||
Current | |||
Non-current | |||
30 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
17. | Property, plant and equipment |
17.1. | By class of assets |
Land, buildings and improvement |
Equipment and other assets (1) |
Assets under construction (2) |
Exploration and development costs (3) | Right-of-use assets | Total | |
Balance at December 31, 2022 | ||||||
Cost | ||||||
Accumulated depreciation and impairment (4) | ( |
( |
( |
( |
( |
( |
Additions | ||||||
Decommissioning costs - Additions to / review of estimates | ||||||
Capitalized borrowing costs | ||||||
Signature Bonuses Transfers (5) | ||||||
Write-offs | ( |
( |
( |
( |
( | |
Transfers (6) | ( |
|||||
Transfers to assets held for sale | ( |
( |
( |
( |
( | |
Depreciation, amortization and depletion | ( |
( |
( |
( |
( | |
Impairment recognition | ( |
( |
( |
( | ||
Impairment reversal | ||||||
Translation adjustment | ||||||
Balance at June 30, 2023 | ||||||
Cost | ||||||
Accumulated depreciation and impairment (4) | ( |
( |
( |
( |
( |
( |
Balance at December 31, 2021 | ||||||
Cost | ||||||
Accumulated depreciation and impairment (4) | ( |
( |
( |
( |
( |
( |
Additions | ||||||
Decommissioning costs - Additions to / review of estimates | ||||||
Capitalized borrowing costs | ||||||
Signature Bonuses Transfers (5) | ||||||
Write-offs | ( |
( |
( |
( |
( | |
Transfers (6) | ( |
|||||
Transfers to assets held for sale | ( |
( |
( |
( |
( |
( |
Depreciation, amortization and depletion | ( |
( |
( |
( |
( | |
Impairment recognition | ( |
( |
( |
( | ||
Impairment reversal | ||||||
Translation adjustment | ||||||
Balance at June 30, 2022 | ||||||
Cost | ||||||
Accumulated depreciation and impairment (4) | ( |
( |
( |
( |
( |
( |
(1) | It is composed of production platforms, refineries, thermoelectric power plants, natural gas processing plants, pipelines, and other operating, storage and production plants, including subsea equipment for the production and flow of oil and gas, depreciated based on the units of production method. |
(2) | See note 8 for assets under construction by operating segment. |
(3) | It is composed of exploration and production assets related to wells, abandonment and dismantling of areas, signature bonuses associated with proved reserves and other costs directly associated with the exploration and production of oil and gas (oil and gas production properties). |
(4) | In the case of land and assets under construction, it refers only to impairment losses. |
(5) | Transfers from intangible assets. In 2023, it refers to the declaration of commerciality of the Manjuba field. In 2022, it relates to Sépia and Atapu. |
(6) | It includes mainly transfers between classes of assets and transfers from advances to suppliers. |
The additions in right of use are mainly due to the entry into operation of FPSO Almirante Barroso and FPSO Anna Nery, and the respective effect on lease liabilities (note 25).
17.2. | Estimated useful life |
The useful life of assets depreciated are shown below:
31 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Asset | Weighted average useful life in years |
Buildings and improvement | 40 (between |
Equipment and other assets | 20 ( |
Exploration and development costs | Units of production method |
Right-of-use | 8 (between |
17.3. | Right-of-use assets |
The right-of-use assets comprise the following underlying assets:
Platforms | Vessels | Properties | Total | |
Balance at June 30, 2023 | ||||
Cost | ||||
Accumulated depreciation and impairment | ( |
( |
( |
( |
Balance at December 31, 2022 | ||||
Cost | ||||
Accumulated depreciation and impairment | ( |
( |
( |
( |
17.4. | Unitization agreements |
Petrobras has Production Individualization Agreements (AIP) signed in Brazil with partner companies in E&P consortia, as well as contracts resulting from divestment operations and strategic partnerships related to these consortia. These agreements result in reimbursements payable to (or receivable from) partners regarding expenses and production volumes mainly related to Agulhinha, Albacora Leste, Berbigão, Budião Noroeste, Budião Sudeste, Caratinga, Sururu and Tartaruga.
The table below presents changes in the reimbursements payable relating to the execution of the AIP submitted to the approval of the ANP:
Jan-Jun/2023 | Jan-Jun/2022 | |||||
Opening balance | ||||||
Additions/(Write-offs) on PP&E | ( | |||||
Other income and expenses | ||||||
Translation adjustments | ||||||
Closing balance |
17.5. | Capitalization rate used to determine the amount of borrowing costs eligible for capitalization |
The capitalization rate used to determine the amount
of borrowing costs eligible for capitalization was the weighted average of the borrowing costs applicable to the borrowings that were
outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. For the six-month
period ended June 30, 2023, the capitalization rate was
32 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
18. | Intangible assets |
18.1. | By class of assets |
Rights and Concessions (1) | Software | Goodwill | Total | |
Balance at December 31, 2022 | ||||
Cost | ||||
Accumulated amortization and impairment | ( |
( |
− | ( |
Addition | ||||
Capitalized borrowing costs | ||||
Write-offs | ( |
( | ||
Transfers | ||||
Signature Bonuses Transfers (2) | ( |
( | ||
Amortization | ( |
( |
( | |
Translation adjustment | ||||
Balance at June 30, 2023 | ||||
Cost | ||||
Accumulated amortization and impairment | ( |
( |
− | ( |
Estimated useful life in years | (3) | Indefinite | ||
Balance at December 31, 2021 | ||||
Cost | ||||
Accumulated amortization and impairment | ( |
( |
− | ( |
Addition | ||||
Capitalized borrowing costs | ||||
Write-offs | ( |
( |
( | |
Transfers | ( |
( |
( | |
Signature Bonuses Transfers (2) | ( |
( | ||
Amortization | ( |
( |
( | |
Impairment recognition | ( |
( | ||
Translation adjustment | ||||
Balance at June 30, 2022 | ||||
Cost | ||||
Accumulated amortization and impairment | ( |
( |
− | ( |
Estimated useful life in years | (3) | Indefinite |
(1) | |
(2) | |
(3) |
18.2. | ANP Bidding Result |
Sudoeste de Sagitário, Água Marinha e Norte de Brava Blocks - 1st Cycle of Permanent Offer for Production Sharing
On December 16, 2022, the Company acquired the
right to explore and produce oil and natural gas in Sudoeste de Sagitário, Água Marinha and Norte de Brava blocks in the
1st Cycle of Permanent Offer for Production Sharing, carried out by the ANP. In May 2023, the Production Sharing Agreements were signed
and the signature bonus was recognized in intangible assets, in the amount of US$
33 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
19. | Impairment |
(Losses) / reversals | Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 |
Property, plant and equipment | ( |
( |
( |
( |
Intangible assets | − | ( |
− | − |
Assets classified as held for sale | − | ( |
− | ( |
Impairment losses | ( |
( |
( |
( |
Investments | ( |
− | ( | |
Net effect within the statement of income | ( |
( |
( |
( |
Losses | ( |
( |
( |
( |
Reversals |
The Company tests annually its assets for impairment or when there is an indication that their carrying amount may not be recoverable.
In the six-month period ended June 30, 2023, the
Company recognized net impairment losses amounting to US$
In the six-month period ended June 30, 2022, the
Company recognized net impairment losses amounting to US$
· | definitive cessation of the operations of platform
P-35, in the Marlim field, which led to the exclusion of this asset from the CGU North group and classification as a separate asset, resulting
in the recognition of a US$ |
· | approval for the disposal of Golfinho group of fields,
which comprises Golfinho field (which produces oil), Canapu field (which produces non-associated gas), and the exploratory block BM-ES-23.
As a result, the Company assessed the recoverability of the carrying amount of these assets, considering the fair value net of disposal
expenses, resulting in the recognition of a US$ |
· | approval for the disposal of LUBNOR Refinery, in
the state of Ceará, separating it from the Downstream CGU. As a result, the Company assessed the recoverability of the carrying
amount of the refinery, considering the fair value net of disposal expenses, resulting in the recognition of a US$ |
20. | Exploration and evaluation of oil and gas reserves |
Changes in the balances of capitalized costs directly associated with exploratory wells pending determination of proved reserves and the balance of amounts paid for obtaining rights and concessions for exploration of oil and natural gas (capitalized acquisition costs) are set out in the following table:
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (1) | Jan-Jun/2023 | Jan-Jun/2022 |
Property plant and equipment | ||
Opening Balance | ||
Additions | ||
Write-offs | ( |
( |
Transfers | ( |
( |
Translation adjustment | ( | |
Closing Balance | ||
Intangible Assets | ||
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs |
(1) | Amounts capitalized and subsequently expensed in the same period have been excluded from this table. |
34 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Exploration costs recognized in the statement of income and cash used in oil and gas exploration and evaluation activities are set out in the following table:
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Exploration costs recognized in the statement of income | ||||
Geological and geophysical expenses | ( |
( |
( |
( |
Exploration expenditures written off (includes dry wells and signature bonuses) | ( |
( |
( |
( |
Contractual penalties on local content requirements | ||||
Other exploration expenses | ( |
|||
Total expenses | ( |
( |
( |
( |
Cash used in: | ||||
Operating activities | ( |
( | ||
Investment activities | ( |
( | ||
Total cash used | ( |
( |
In 2022, Petrobras approved the execution, with the ANP, of a Term of Conduct Adjustment (TAC) to offset local content fines related to:
· | 22 concessions in which Petrobras has a 100% interest, located in the Barreirinhas, Campos, Espírito Santo, Parecis, Potiguar, Recôncavo, Santos, Sergipe-Alagoas and Solimões basins; and |
· | 18 concessions in which Petrobras operates in partnership with other concessionaires, located in the Almada, Campos, Espírito Santo, Mucuri, Parnaíba, Pelotas, Pernambuco-Paraíba, Potiguar, Recôncavo, Santos and Sergipe basins. |
The TAC provides for the conversion of fines into investment commitments in the Exploration and Production segment with local content. As a result, all administrative proceedings related to the collection of fines arising from alleged non-compliance with local content in these concessions were closed, resulting in a US$ 127 gain for the reversal of this liability as of June 30, 2022.
As of June 30, 2023, under the terms of the agreement, Petrobras commits to investing US$ 280 (R$ 1,350 million) in local content by December 31, 2026.
21. | Collateral for crude oil exploration concession agreements |
The Company has granted collateral to ANP in connection
with the performance of the Minimum Exploration Programs established in the concession agreements for petroleum exploration areas in the
total amount of US$
35 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
22. | Investments |
22.1. | Investments in associates and joint ventures |
0 | Joint Ventures | Associates (1) | Total |
Balance at December 31, 2022 | 1,566 | ||
Investments | 17 | ||
Restructuring, capital decrease and others | 1 | ||
Results of equity-accounted investments | ( |
13 | |
Translation adjustment | ( |
(101) | |
Other comprehensive income | 206 | ||
Dividends | ( |
( |
(58) |
Balance at June 30, 2023 | 1,644 |
(1) | It includes other investments. |
Joint Ventures | Associates (1) | Total | |
Balance at December 31, 2021 | 1,510 | ||
Investments | 19 | ||
Transfer to assets held for sale | ( |
(58) | |
Restructuring, capital decrease and others | ( |
( |
(15) |
Results of equity-accounted investments | 341 | ||
Translation adjustment | ( |
(14) | |
Other comprehensive income | 145 | ||
Dividends | ( |
( |
(211) |
Balance at June 30, 2022 | 1,717 |
(1) | It includes other investments. |
23. | Disposal of assets and other transactions |
The Company has an active portfolio, which takes into account opportunities of partnerships, acquisition of assets and disposal of non-strategic assets in several areas in which it operates, whose development of transactions also depends on conditions beyond the control of the Company.
On April 3, 2023, the Company’s Board of Executive Officers informed that the revision of divestment processes will be carried out within the scope of the adjustments to be made to the Strategic Plan.
On June 1, 2023, the Company’s Board of Directors approved the strategic factors to be considered in the 2024-2028 Strategic Plan.
The major classes of assets and related liabilities classified as held for sale are shown in the following table:
06.30.2023 | 12.31.2022 | ||||
E&P | RT&M | Corporate and other businesses | Total | Total | |
Assets classified as held for sale | |||||
Inventories | - | − | |||
Investments | - | − | − | - | - |
Property, plant and equipment | − | ||||
Others | - | − | - | ||
Total | − | ||||
Liabilities on assets classified as held for sale | |||||
Finance debt | - | - | |||
Provision for decommissioning costs | - | - | |||
Total | − |
36 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
23.1. | Sales pending closing at June 30, 2023 |
The assets and liabilities corresponding to the transactions signed in previous periods which are pending closing are classified as held for sale at June 30, 2023:
i. | sale of the Lubrificantes e Derivados de Petróleo do Nordeste (LUBNOR) refinery and its associated logistics assets, located in the state of Ceará; and |
ii. | sale of the Company's entire interest in a set of maritime concessions called Golfinho and Camarupim groups of fields, in deep waters of the post-salt layer, located in the Espírito Santo Basin. |
For more information on these transactions (which are subject to certain conditions precedent), see note 30.1 of the Company's consolidated financial statements of 2022.
From January to June 2023, no new contracts were signed.
23.2. | Sales closed in the six-month period ended June 30, 2023 |
Transaction | Acquirer |
Signature date (S) Closing date (C) |
Sale amount (*) | Gain/ (loss) (**) | Further infor-mation |
|
a | ||||
|
b | ||||
|
c | ||||
Total |
(*) | |
(**) |
a) | Sale of Albacora Leste field |
b) | Sale of Norte Capixaba group of fields |
c) | Sale of Potiguar group of fields |
37 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
23.3. | Contingent assets from disposed investments and other transactions |
Some disposed assets and other agreements provide for receipts subject to contractual clauses, especially related to the Brent variation in transactions related to E&P assets.
The transactions that may generate revenue recognition, accounted for within other income and expenses, are presented below:
Transaction | Closing date | Amounts subject to recognition | Assets recognized in 2023 |
Assets recognized in previous periods |
|
Sales in previous years | |||||
− | |||||
− | |||||
− | |||||
− | |||||
− | |||||
− | |||||
Sales in the period | |||||
− | − | ||||
- | |||||
Surplus volume of the Transfer of Rights Agreement | |||||
Total | |||||
24. | Finance debt |
24.1. | Balance by type of finance debt |
In Brazil | 06.30.2023 | 12.31.2022 |
Banking market | ||
Capital market | ||
Development banks (1) | ||
Others | ||
Total | ||
Abroad | ||
Banking market | ||
Capital market | ||
Export credit agency | ||
Others | ||
Total | ||
Total finance debt | ||
Current | ||
Non-current |
(1) |
Current finance debt is composed of:
38 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
06.30.2023 | 12.31.2022 | |
Short-term debt | − | |
Current portion of long-term debt | ||
Accrued interest on short and long-term debt | ||
Total |
The capital market balance is mainly composed of US$ 13,544 in global notes issued abroad by the wholly owned subsidiary PGF, as well as US$ 2,059 in debentures and US$ 977 in commercial notes issued by Petrobras in reais in Brazil.
The debentures and the commercial notes, with maturities between 2024 and 2037, do not require collateral and are not convertible into shares or equity interests.
On June 30, 2023, there were no default, breach of covenants or adverse changes in clauses that would result in changes to the payment terms of loan and financing agreements. There was no change in the guarantees required in relation to December 31, 2022.
24.2. | Changes in finance debt |
In Brazil | Abroad | Total | |
Balance at December 31, 2022 | |||
Proceeds from finance debt | |||
Repayment of principal (1) | ( |
( |
( |
Repayment of interest (1) | ( |
( |
( |
Accrued interest (2) | |||
Foreign exchange/ inflation indexation charges | ( |
( | |
Translation adjustment | |||
Modification of contractual cash flows | ( |
− | ( |
Balance at June 30, 2023 |
In Brazil | Abroad | Total | |
Balance at December 31, 2021 | |||
Proceeds from finance debt | - | ||
Repayment of principal (1) | ( |
( |
( |
Repayment of interest (1) | ( |
( |
( |
Accrued interest (2) | |||
Foreign exchange/ inflation indexation charges | ( |
( | |
Translation adjustment | |||
Balance at June 30, 2022 |
(1) | |
(2) |
In the six-month period ended June 30, 2023, the
Company repaid several finance debts, in the amount of US$
The Company carried out an exchange operation under the terms of a debt in the domestic banking market in the amount of US$ 519, changing the term from 2024 to 2030. The modification of the contractual terms was not substantial and resulted in a gain of US$17 per modification.
39 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
24.3. | Reconciliation with cash flows from financing activities |
Jan-Jun/2023 | Jan-Jun/2022 | |||||
Proceeds from finance debt | Repayment of principal | Repayment of interest | Proceeds from finance debt | Repayment of principal | Repayment of interest | |
Changes in finance debt | ( |
( |
( |
( | ||
Repurchase of debt securities | − | − | ( |
− | ||
Deposits linked to finance debt (1) | ( |
( |
( |
( | ||
Net cash used in financing activities | ( |
( |
( |
( |
(1) |
24.4. | Summarized information on current and non-current finance debt |
Maturity in | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 onwards | Total (1) | Fair Value |
Financing in U.S.Dollars (US$): | ||||||||
Floating rate debt (2) | ||||||||
Fixed rate debt | ||||||||
Average interest rate p.a. | ||||||||
Financing in Brazilian Reais (R$): | ||||||||
Floating rate debt (3) | ||||||||
Fixed rate debt | ||||||||
Average interest rate p.a. | ||||||||
Financing in Euro (€): | − | − | − | |||||
Fixed rate debt | − | − | − | |||||
Average interest rate p.a. | − | − | − | |||||
Financing in Pound Sterling (£): | − | − | ||||||
Fixed rate debt | − | − | ||||||
Average interest rate p.a. | − | − | ||||||
Total as of June 30, 2023 | ||||||||
Average interest rate | ||||||||
Total as of December 31, 2022 | ||||||||
Average interest rate |
(1) | |
(2) | |
(3) |
The fair value of the Company's finance debt is mainly determined and categorized into a fair value hierarchy as follows:
Level 1- quoted prices in active markets for identical
liabilities, when applicable, amounting to US$
Level 2 – discounted cash flows based on
discount rate determined by interpolating spot rates considering financing debts indexes proxies, taking into account their currencies
and also Petrobras’ credit risk, amounting to US$
Regarding the Interest Rate Benchmark Reform (IBOR Reform), there will be a need to amend all the Company's contracts referenced in these indexes, considering the end of the publication of LIBOR (London Interbank Offered Rate) in dollars (US$), of one, three and six months, on June 30, 2023.
As of June 30, 2023,
40 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The renegotiations were carried out only to change the LIBOR index and are necessary as a direct consequence of the reform of the reference interest rate, as well as the renegotiated cash flows which are economically equivalent to the previous basis. Thus, the change will be prospective with the recognition of interest at the new index in the periods applicable to the changes made.
The sensitivity analysis for financial instruments subject to foreign exchange variation is set out in note 27.3.
A maturity schedule of the Company’s finance debt (undiscounted), including face value and interest payments is set out as follows:
Maturity | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 and thereafter | 06.30.2023 | 12.31.2022 |
Principal | ||||||||
Interest | ||||||||
Total |
A maturity schedule of the lease arrangements (nominal amounts) is set out in note 25.
24.5. | Lines of credit |
06.30.2023 | ||||||
Company |
Financial institution |
Date | Maturity |
Available (Lines of Credit) |
Used | Balance |
Abroad | ||||||
PGT BV | Syndicate of banks | − | ||||
PGT BV (1) | Syndicate of banks | − | ||||
Total | − | |||||
In Brazil | ||||||
Petrobras | Banco do Brasil | − | ||||
Petrobras | Banco do Brasil | − | ||||
Transpetro | Caixa Econômica Federal | Not defined | − | |||
Total | − |
(1) |
25. | Lease liabilities |
Changes in the balance of lease liabilities are presented below:
In Brazil | Abroad | Total | |
Balance at December 31, 2022 | |||
Remeasurement / new contracts | |||
Payment of principal and interest | ( |
( |
( |
Interest expenses | |||
Foreign exchange losses | ( |
( |
( |
Translation adjustment | |||
Balance at June 30, 2023 | |||
Current | |||
Non-current |
41 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
In Brazil | Abroad | Total | |
Balance at December 31, 2021 | |||
Remeasurement / new contracts | |||
Payment of principal and interest | ( |
( |
( |
Interest expenses | |||
Foreign exchange losses | ( |
( |
( |
Translation adjustment | |||
Transfers | − | ( |
( |
Balance at June 30, 2022 | |||
Current | |||
Non-current |
A maturity schedule of the lease arrangements (nominal amounts) is set out as follows:
Nominal Future Payments | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 onwards | Total |
Balance at June 30, 2023 | |||||||
Balance at December 31, 2022 |
In certain contracts, there are variable payments and terms of less than 1 year recognized as an expense:
06.30.2023 | 06.30.2022 | ||
Variable payments | |||
Up to 1 year maturity | |||
Variable payments x fixed payments |
At June 30, 2023, the nominal amounts of lease agreements for which the lease term has not commenced, as they relate to assets under construction or not yet available for use, is US$ 72,994 (US$ 79,913 at December 31, 2022).
The sensitivity analysis of financial instruments subject to exchange variation is presented in note 27.3.
26. | Equity |
26.1. | Share capital (net of share issuance costs) |
As of June 30, 2023 and December 31, 2022, subscribed and fully paid share capital, net of issuance costs, was US$
, represented by common shares and preferred shares, all of which are registered, book-entry shares with no par value.Preferred shares have priority on returns of capital, do not grant any voting rights and are non-convertible into common shares.
As of June 30, 2023 and December 31, 2022, the Company held treasury shares, in the amount of US$
, of which are common shares and are preferred shares.26.2. | Distributions to shareholders |
Dividends relating to 2022
On April 27, 2023, the Annual General Shareholders Meeting approved dividends relating to 2022, amounting to US$ 43,187 (US$ 3.3106 per outstanding share). This amount includes US$ 36,323 anticipated during 2022 (updated by SELIC interest rate from the date of each payment to December 31, 2022) and US$ 6,864 of complementary dividends (US$ 0.5262 per outstanding share) which was accounted for as additional dividends proposed as of December 31, 2022.
These complementary dividends were reclassified from shareholders' equity to liabilities on the date of approval on the Annual General Shareholders Meeting. The first and second installments were paid on May 19 and June 16, 2023, respectively, while the third and final installment will be paid on December 27, 2023, all of them including the update by the SELIC interest rate from December 31, 2022 to the date of payment.
42 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Anticipation of dividends relating to 2023
On May 11, 2023, the Board of Directors approved the distribution of remuneration to shareholders in the total amount of US$ 4,970 (R$ 24,700 million), equivalent to US$ 0.3810 (R$ 1.8936) per common and preferred shares, based on the result for the period from January to March 2023 (interim), as shown in the following table:
Date of approval | Date of record | Amount per common and preferred share | Amount | |
Interim dividends | ||||
Interim interest on capital | ||||
Total distributions to shareholders |
These dividends and interest on capital will be paid in 2 equal installments of US$ 2,485, on August 18 and September 20, 2023. They will be updated by the SELIC interest rate from the date of each payment to the end of the fiscal year and will be considered when determining the remaining dividends to be paid relating to 2022 when the annual amounts are calculated.
This anticipation of interest on capital resulted in a deductible expense which reduced the income tax expense by US$ 611. This amount was subject to withholding income tax (IRRF) of 15%, except for immune and exempt shareholders, as established in applicable law.
Dividends payable
As of June 30, 2023, the balance of dividends payable relates to third and last installment of complementary dividends of 2022, monetarily restated based on the SELIC interest rate, and to the anticipation of dividends relating to the first quarter of 2023.
Changes in dividends payable, within current liabilities, are set out below:
Jan-Jun/2023 | Jan-Jun/2022 | |
Consolidated opening balance of dividends payable | − | |
Opening balance of dividends payable to non-controlling shareholders | ( |
− |
Opening balance of dividends payable to shareholders of Petrobras | − | |
Additions relating to complementary dividends | ||
Additions relating to anticipated dividends | ||
Payments made | ( |
( |
Monetary restatement (1) |
|
|
Transfers to unclaimed dividends | ( |
( |
Withholding income taxes over interest on capital and monetary restatement (2) | ( |
( |
Translation adjustment | ||
Closing balance of dividends payable to shareholders of Petrobras | ||
Closing balance of dividends payable to non-controlling shareholders | − | |
Consolidated closing balance of dividends payable |
(1) | |
(2) |
In the six-month period ended June 30, 2023, Petrobras paid the second installment of anticipated dividends of 2022 and the two installments relating to the complementary dividends of 2022, monetarily restated based on the SELIC interest rate from December 31, 2022 to the payment dates.
Unclaimed dividends
As of June 30, 2023, the balance of dividends not
claimed by shareholders of Petrobras is US$
43 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Jun/2023 | Jan-Jun/2022 | |
Changes in unclaimed dividends | ||
Opening balance | ||
Transfers from dividends payable | ( |
( |
Prescription | − | |
Translation adjustment | ( | |
Closing Balance | − |
26.3. | Earnings per share |
Jan-Jun/2023 | Jan-Jun/2022 | |||||
Common | Preferred | Total | Common | Preferred | Total | |
Net income attributable to shareholders of Petrobras | ||||||
Weighted average number of outstanding shares | ||||||
Basic and diluted earnings per share - in U.S. dollars | ||||||
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (*) | ||||||
Apr-Jun/2023 | Apr-Jun/2022 | |||||
Common | Preferred | Total | Common | Preferred | Total | |
Net income attributable to shareholders of Petrobras | ||||||
Weighted average number of outstanding shares | ||||||
Basic and diluted earnings per share - in U.S. dollars | ||||||
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (*) |
(*) |
Basic earnings per share are calculated by dividing the net income attributable to shareholders of Petrobras by the weighted average number of outstanding shares during the period.
Diluted earnings per share are calculated by adjusting the net income attributable to shareholders of Petrobras and the weighted average number of outstanding shares during the period taking into account the effects of all dilutive potential shares (equity instrument or contractual arrangements that are convertible into shares).
Basic and diluted earnings are identical as the Company has no potentially dilutive shares.
27. | Risk management |
The Company presents a sensitivity analysis of factors relating to its corporate risk management process. The possible and remote scenarios are related to events with low and very low probability of occurrence, respectively. The period of application of the sensitivity analysis is one year, except for operations with commodity derivatives, for which a three-month period is applied, due to the short-term nature of these transactions.
27.1. | Derivative financial instruments |
A summary of the positions of the derivative financial instruments held by the Company and recognized in other current assets and liabilities as of June 30, 2023 , as well as the amounts recognized in the statement of income and other comprehensive income and the guarantees given is set out as follows:
44 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Statement of Financial Position | |||||
Fair value | |||||
Notional value | Asset Position (Liability) | Maturity | |||
06.30.2023 | 12.31.2022 | 06.30.2023 | 12.31.2022 | ||
Derivatives not designated for hedge accounting | |||||
Future contracts - total (1) | ( |
( |
|||
Long position/Crude oil and oil products | − | - | |||
Short position/Crude oil and oil products | ( |
( |
− | - | |
Swap (2) | − | ||||
Short position/ Soybean oil | ( |
( |
( |
− | |
Forward contracts (3) | |||||
Short position/Foreign currency forwards (BRL/USD) | ( |
− | − | - | |
Swap (3) | - | − | |||
Swap - CDI X IPCA | R$ |
R$ |
( |
||
Foreign currency / Cross-currency Swap | US$ |
US$ |
( |
( |
|
Total recognized in the Statement of Financial Position | ( |
(1) | |
(2) | |
(3) |
Gains/ (losses) recognized in the statement of income | ||||
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Commodity derivatives | ||||
Other commodity derivative transactions - Note 27.2 (a) | ( |
( |
( | |
Recognized in Other Income and Expenses | ( |
( |
( | |
Currency derivatives | ||||
Swap Pounds Sterling x Dollar | − | ( |
− | ( |
Swap CDI x Dollar - Note 27.3 (b) | ( | |||
Others | − | − | − | |
( |
( | |||
Interest rate derivatives | ||||
Swap - CDI X IPCA | ( |
( | ||
( |
( | |||
Cash flow hedge on exports -Note 27.3 (a) | ( |
( |
( |
( |
Recognized in Net finance income (expense) | ( |
( |
( |
( |
Total | ( |
( |
( |
( |
Gains/ (losses) recognized in other comprehensive income | ||||
Jan-Jun/2023 | Jan-Jun/2022 | Apr-Jun/2023 | Apr-Jun/2022 | |
Cash flow hedge on exports - Note 26.3 (a) | ( | |||
Guarantees given as collateral | ||||
06.30.2023 | 12.31.2022 | |||
Commodity derivatives | ||||
Total |
A sensitivity analysis of the derivative financial instruments for the different types of market risks as of June 30, 2023 is set out as follows:
45 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Financial Instruments | Risk | Probable Scenario |
Reasonably possible scenario |
Remote Scenario |
Derivatives not designated for hedge accounting | ||||
Future and forward contracts | Crude oil and oil products - price changes | - | ( |
( |
Future and forward contracts | Soybean oil - price changes | - | ( |
( |
Forward contracts | Foreign currency - depreciation BRL x USD | - | ( |
( |
− | ( |
( |
The probable scenario uses market references, used in pricing models for oil, oil products and natural gas markets, and takes into account the closing price of the asset on June 30, 2023. Therefore, no variation is considered arising from outstanding operations in this scenario. The reasonably possible and remote scenarios reflect the potential effects on the statement of income from outstanding transactions, considering a variation in the closing price of 20% and 40%, respectively. To simulate the most unfavorable scenarios, the variation was applied to each asset according to open transactions: price decrease for long positions and increase for short positions.
27.2. | Risk management of products prices |
The Company is usually exposed to commodity price cycles, although it may use derivative instruments to hedge exposures related to prices of products purchased and sold to fulfill operational needs and in specific circumstances depending on business environment analysis and assessment of whether the targets of the Strategic Plan are being met.
a) | Other commodity derivative transactions |
Petrobras, by use of its assets, positions and market knowledge from its operations in Brazil and abroad, occasionally seeks to optimize some of its commercial operations in the international market, with the use of commodity derivatives to manage price risk.
27.3. | Foreign exchange risk management |
a) | Cash Flow Hedge involving the Company’s future exports |
The carrying amounts, the fair value as of June 30, 2023, and a schedule of expected reclassifications to the statement of income of cumulative losses recognized in other comprehensive income (shareholders’ equity) based on a US$ 1.00 / R$ 4,8192 exchange rate are set out below:
Present value of hedging instrument notional value at 06.30.2023 | |||||
Hedging Instrument | Hedged Transactions |
Nature of the Risk |
Maturity Date |
US$ million | R$ million |
Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows | Foreign exchange gains and losses of highly probable future monthly exports revenues |
Foreign Currency – Real vs U.S. Dollar Spot Rate |
July 2023 to June 2033 |
Changes in the present value of hedging instrument notional value | US$ million | R$ million |
Amounts designated as of December 31, 2022 | ||
Additional hedging relationships designated, designations revoked and hedging instruments re-designated | ||
Exports affecting the statement of income | ( |
( |
Principal repayments / amortization | ( |
( |
Foreign exchange variation | - | ( |
Amounts designated as of June 30, 2023 | ||
Nominal value of hedging instrument (finance debt and lease liability) at June 30, 2023 |
In the six-month period ended June 30, 2023, the Company recognized a US$ 228 gain within foreign exchange gains (losses) due to ineffectiveness (a US$ 83 loss in the same period of 2022).
The average ratio of future exports for which cash flow hedge accounting was designated to the highly probable future exports is 54.5%.
46 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
A roll-forward schedule of cumulative foreign exchange losses recognized in other comprehensive income as of June 30, 2023 is set out below:
Exchange rate variation | Tax effect | Total | |
Balance at December 31, 2022 | ( |
( | |
Recognized in Other comprehensive income | ( |
||
Reclassified to the statement of income - occurred exports | ( |
||
Balance at June 30, 2023 | ( |
( | |
Exchange rate variation | Tax effect | Total | |
Balance at December 31, 2021 | ( |
( | |
Recognized in Other comprehensive income | ( |
||
Reclassified to the statement of income - occurred exports | ( |
||
Balance at June 30, 2022 | ( |
( |
Additional hedging relationships may be revoked or additional reclassification adjustments from equity to the statement of income may occur as a result of changes in forecasted export prices and export volumes following a revision of the Company’s strategic plan. Based on a sensitivity analysis considering a US$ 10/barrel decrease in Brent prices stress scenario, when compared to the Brent price projections in the Strategic Plan 2023-2027, would not indicate a reclassification from equity to the statement of income.
A schedule of expected reclassification of cumulative foreign exchange losses recognized in other comprehensive income to the statement of income as of June 30, 2023 is set out below:
2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 a 2033 | Total | |
Expected realization | ( |
( |
( |
( |
( |
( |
( |
b) | Information on ongoing contracts |
As of June 30, 2023, the Company has outstanding swap contracts - IPCA x CDI and CDI x Dollar.
Swap contracts – IPCA x CDI and CDI x Dollar
In September 2019, Petrobras contracted a cross currency swap aiming to protect against exposure arising from the 7th issuance of debentures, settled on October 9, 2019, for the total notional amount of US$ 367 for IPCA x CDI operations, maturing in September 2029 and September 2034, and US$ 240 for CDI x U.S. Dollar operations, maturing in September 2024 and September 2029.
In July 2022, the Company approved a repurchase plan for these debentures, to hold them in treasury or resell them. At June 30, 2023, only an immaterial amount of this debt had been effectively repurchased. Thus, the position in this swap remains unchanged.
Changes in interest rate forward curves (CDI interest rate) may affect the Company's results, due to the market value of these swap contracts. In preparing a sensitivity analysis for these curves, a parallel shock on this curve was estimated based on the average maturity of these swap contracts, in the scope of the Company’s Risk Management Policy. For possible and remote scenarios, the effects of 40% (400 b.p.) and 80% (800 b.p.) variations, respectively, on the interest rate forward curves were estimated. The effects of this sensitivity analysis, keeping all other variables remaining constant, are shown in the following table:
Possible Result | Remote Result | |
SWAP Exchange rate (IPCA x USD) | ( |
( |
47 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The methodology used to calculate the fair value of this swap operation consists of calculating the future value of the operations, using rates agreed in each contract and the projections of the forward curves, IPCA coupon and foreign exchange coupon, discounting to present value using the risk-free rate. Curves are obtained from Bloomberg based on forward contracts traded in stock exchanges.
The mark-to-market is adjusted to the credit risk of the financial institutions, which is not relevant in terms of financial volume, since the Company deals in contracts with highly rated banks.
c) | Sensitivity analysis for foreign exchange risk on financial instruments |
A sensitivity analysis is set out below, showing the probable scenario for foreign exchange risk on financial instruments, computed based on external data along with reasonably possible and remote scenarios (20% and 40% changes in the foreign exchange rates prevailing on June 30, 2023, respectively), except for assets and liabilities of foreign subsidiaries, when transacted in a currency equivalent to their respective functional currencies. This analysis only covers the exchange rate variation and maintains all other variables constant.
Risk | Financial Instruments | Exposure at 06.30.2023 | Probable Scenario (1) |
Reasonably possible scenario |
Remote Scenario |
Dollar/Real | Assets | ||||
Liabilities | ( |
( |
( |
( | |
Exchange rate - Cross currency swap | ( |
( |
( |
( | |
Cash flow hedge on exports | |||||
Total | ( |
( |
( |
( | |
Euro/Dollar | Assets | ||||
Liabilities | ( |
( |
( |
( | |
Total | ( |
( |
( |
( | |
Pound/Dollar | Assets | ||||
Liabilities | ( |
( |
( |
( | |
Total | ( |
( |
( |
( | |
Pound/Real | Assets | − | − | − | |
Liabilities | ( |
( |
( |
( | |
Total | ( |
( |
( |
( | |
Euro/Real | Assets | − | |||
Liabilities | ( |
( |
( |
( | |
Total | ( |
( |
( |
( | |
Peso/Dollar | Assets | ( |
( |
( | |
Total | ( |
( |
( | ||
Total at June 30, 2023 | ( |
( |
( |
( |
(1) | At June 30, 2023, the probable scenario was computed based on the following risks: R$ x U.S. Dollar - a 3.75% depreciation of the Real; Euro x Dollar: a 3.1% appreciation of the Euro; Pound Sterling x U.S. Dollar: a 0.72% appreciation of the Pound Sterling; Real x Euro: a 6.9% depreciation of the Real; Real x Pound Sterling - a 4.5% depreciation of the Real; and Peso x U.S. Dollar - a 95.6% depreciation of the Peso. Source: Focus and Thomson Reuters. |
27.4. | Interest rate risk management |
The Company considers that interest rate risk does not create a significant exposure and therefore, preferably does not use derivative financial instruments to manage interest rate risk, except for specific situations faced by certain subsidiaries of Petrobras.
The sensitivity analysis of interest rate risk presented in the table below is carried out for a twelve-month term. Amounts referring to reasonably possible and remote scenarios mean the total floating interest expense if there is a variation of 40% and 80% in these interest rates, respectively, maintaining all other variables constant.
The following table presents the amounts to be disbursed by Petrobras with the payment of interest related to debts with floating interest rates at June 30, 2023:
48 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Risk | Probable Scenario (1) |
Reasonably possible scenario |
Remote Scenario | |
LIBOR 3M | ||||
LIBOR 6M | ||||
SOFR 3M (2) | ||||
SOFR 6M (2) | ||||
CDI | ||||
TJLP | ||||
IPCA | ||||
(1) | |
(2) |
27.5. | Liquidity risk management |
The possibility of a shortage of cash to settle the Company’s obligations on the agreed dates is managed by the Company. The Company mitigates its liquidity risk by defining reference parameters for treasury management and by periodically analyzing the risks associated to the projected cash flow, quantifying its main risks through Monte Carlo simulations. These risks include oil prices, exchange rates, gasoline and diesel international prices, among others. In this way, the Company is able to predict cash needs for its operational continuity and for the execution of its strategic plan.
In this context, even these unaudited condensed consolidated interim financial statements presenting negative net working capital, the Company does not believe it presents liquidity risk.
Additionally, the Company maintains revolving credit facilities contracted as a liquidity reserve to be used in adverse scenarios (see note 24.5). The Company regularly assesses market conditions and may enter into transactions to repurchase its own securities or those of its subsidiaries, through a variety of means, including tender offers, make whole exercises and open market repurchases, in order to improve its debt repayment profile and cost of debt.
27.6. | Fair value of financial assets and liabilities |
Level I | Level II | Level III |
Total fair value recorded | |
Assets | ||||
Interest rate derivatives | - | - | ||
Balance at June 30, 2023 | - | - | ||
Balance at December 31, 2022 | − | − | − | − |
Liabilities | ||||
Foreign currency derivatives | - | ( |
- | ( |
Commodity derivatives | ( |
( |
- | ( |
Balance at June 30, 2023 | ( |
( |
- | ( |
Balance at December 31, 2022 | ( |
( |
− | ( |
The fair value of other financial assets and liabilities is presented in the respective notes: 3 – Marketable securities; 9 – Trade and other receivables; and 24 – Finance debt (estimated amount).
The fair values of cash and cash equivalents, current debt and other financial assets and liabilities are equivalent or do not differ significantly from their carrying amounts.
28. | Related party transactions |
The Company has a policy for related party transactions, which is annually revised and approved by the Board of Directors in accordance with the Company’s by-laws.
49 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The related-party transactions policy also aims to ensure an adequate and diligent decision-making process for the Company’s key management.
28.1. | Transactions with joint ventures, associates, government entities and pension plans |
The Company has engaged, and expects to continue to engage, in the ordinary course of business in numerous transactions with joint ventures, associates, pension plans, as well as with the Company’s controlling shareholder, the Brazilian Federal Government, which include transactions with banks and other entities under its control, such as financing and banking, asset management and other transactions.
The balances of significant transactions are set out in the following table:
06.30.2023 | 12.31.2022 | |||
Assets | Liabilities | Assets | Liabilities | |
Joint ventures and associates | ||||
Petrochemical companies (associates) | ||||
Other associates and joint ventures | ||||
Subtotal | ||||
Brazilian government – Parent and its controlled entities | ||||
Government bonds | − | − | ||
Banks controlled by the Brazilian Government | ||||
Petroleum and alcohol account - receivables from the Brazilian Government | − | − | ||
Brazilian Federal Government (1) | − | − | ||
Pré-Sal Petróleo S.A. – PPSA | − | − | ||
Others | ||||
Subtotal | ||||
Petros | ||||
Total | ||||
Current | ||||
Non-Current |
(1) |
The income/expenses of significant transactions are set out in the following table:
2023 | 2022 | 2023 | 2022 | |
Jan-Jun | Jan-Jun | Apr-Jun | Apr-Jun | |
Joint ventures and associates | ||||
State-controlled gas distributors (joint ventures) (1) | − | − | ||
Petrochemical companies (associates) | ||||
Other associates and joint ventures | ||||
Subtotal | ||||
Brazilian government – Parent and its controlled entities | ||||
Government bonds | ||||
Banks controlled by the Brazilian Government | ( |
( |
( |
( |
Petroleum and alcohol account - receivables from the Brazilian Government | ||||
Brazilian Federal Government | ( |
( |
( |
( |
Pré-Sal Petróleo S.A. – PPSA | ( |
( |
( |
( |
Others | ( |
( |
( |
( |
Subtotal | ( |
( |
( |
( |
Petros | ( |
− | ( |
− |
Total | ||||
Revenues, mainly sales revenues | ||||
Purchases and services | ||||
Income (expenses) | ( |
( |
( |
( |
Foreign exchange and inflation indexation charges, net | ( |
( |
( |
( |
Finance income (expenses), net | ( | |||
Total |
(1) |
50 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The liability related to pension plans of the Company's employees and managed by the Petros Foundation, including debt instruments, is presented in note 13.
28.2. | Compensation of key management personnel |
The criteria for compensation of members of the Board of Directors and the Board Executive Officers is based on the guidelines established by the Secretariat of Management and Governance of the State-owned Companies (SEST) of the Ministry of Management and Innovation in Public Services, and by the MME. The total compensation is set out as follows:
Jan-Jun/2023 | Jan-Jun/2022 | |||||
Executive Officers | Board of Directors | Total | Executive Officers | Board of Directors | Total | |
Wages and short-term benefits | − | − | ||||
Social security and other employee-related taxes | − | − | ||||
Post-employment benefits (pension plan) | − | − | ||||
Benefits due to termination of tenure | − | − | ||||
Total compensation recognized in the statement of income | − | − | ||||
Total compensation paid (1) | − | − | ||||
Monthly average number of members in the period | ||||||
Monthly average number of paid members in the period |
(1) |
In the six-month period ended June 30, 2023, expenses
related to compensation of the board members and executive officers of Petrobras amounted to US$
The compensation of the Advisory Committees to the Board of Directors is separate from the fixed compensation set for the Board Members and, therefore, has not been classified under compensation of Petrobras’ key management personnel.
In accordance with Brazilian regulations applicable
to companies controlled by the Brazilian Federal Government, Board members who are also members of the Statutory Audit Committees are
only compensated with respect to their Audit Committee duties. The total compensation concerning these members was US$
On April 27, 2023, the Company’s Annual Shareholders’ Meeting set the threshold for the overall compensation for executive officers and board members at US$ 8.9, R$ 44.99 million, from April 2023 to March 2024 (US$ 7.6, R$ 39.59 million, from April 2022 to March 2023, approved on April 13, 2022).
29. | Supplemental information on statement of cash flows |
Jan-Jun/2023 | Jan-Jun/2022 | |
Amounts paid/received during the period: | ||
Withholding income tax paid on behalf of third-parties | ||
Transactions not involving cash | ||
Purchase of property, plant and equipment on credit | ||
Lease | ||
Provision for decommissioning costs | ||
Use of tax credits and judicial deposit for the payment of contingency | ||
Remeasurement of property, plant and equipment acquired in previous periods |
The balance of Cash and cash equivalents in the Statements of Cash Flows includes amounts related to assets classified as held for sale, as shown in the reconciliation below:
51 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Jun/2023 | Jan-Jun/2022 | |
Reconciliation of the balance at the beginning of the period | ||
Cash and cash equivalents in statements of financial position | ||
Cash and cash equivalents classified as assets held for sale | ||
Cash and cash equivalents according to Statements of Cash Flows (opening balance) | ||
Reconciliation of the balance at the end of the period | ||
Cash and cash equivalents in statements of financial position | ||
Cash and cash equivalents classified as assets held for sale | ||
Cash and cash equivalents according to Statements of Cash Flows (closing balance) |
29.1. | Reconciliation of Depreciation, depletion and amortization with Statements of Cash Flows |
Jan-Jun/2023 | Jan-Jun/2022 | |
Depreciation of Property, plant and equipment | ||
Amortization of Intangible assets | ||
Capitalized depreciation | ( |
( |
Depreciation of right of use - recovery of PIS/COFINS | ( |
( |
Depreciation, depletion and amortization in the Statements of Cash Flows |
30. | Subsequent events |
Global notes offering in the international capital market
On July 3, 2023, Petrobras, through its wholly owned subsidiary Petrobras Global Finance B.V. (PGF), concluded the global notes offering in the international capital market, in the amount of US$ 1,250, maturing in 2033 with a 6.625% p.a. yield to investors.
Debentures repurchase program
On July 15, 2023, Petrobras ended its 1st Debenture Repurchase Plan. Since the creation of the program until July 15, 2023, the Company has repurchased a total of 244,334 debentures, in the amount of US$ 52, among the papers of the 5th, 6th and 7th issuances, equivalent to 3.0% of the total amount of outstanding debentures.
Revision of the Shareholder Remuneration Policy
On July 28, 2023, the Company’s Board of Directors approved a revision on the Shareholder Remuneration Policy, where the main changes are the following:
· | the Company will distribute to shareholders 45% (previously 60%) of the free cash flow, which consists of the difference between net cash provided by operating activities and the sum of cash used in the acquisition of PP&E and intangibles assets, and cash used in the acquisition of equity interests, calculated in Brazilian reais (previously the Company’s free cash flow did not deduct the acquisition of equity interests); |
· | share repurchase, aiming at canceling these shares, becomes a remuneration to shareholders. Thus, the amounts related to share repurchase will be deducted from the result of 45% of the free cash flow in each quarter; and |
· | the maximum threshold for the gross debt (comprising current and non-current finance debt and lease liability) will be that one established in each Strategic Plan. The 2023-2027 Strategic Plan states the maximum threshold is US$ 65,000. |
Distribution of remuneration to shareholders
On August 3, 2023, Petrobras’s Board of Directors approved the distribution of remuneration to shareholders in the amount of US$ 3,072, or R$ 14,992 million (US$ 0.2355 per outstanding preferred and common shares, or R$ 1.1493), based on the net income for the three-month period ended June 30, 2023, as presented in the following table:
52 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Date of approval | Date of record | Amount per Share | Amount | |
Interim dividends | 08.03.2023 | 08.21.2023 | 0.1606 | 2,095 |
Interim interest on capital | 08.03.2023 | 08.21.2023 | 0.0749 | 977 |
Total distribution to shareholders | 0.2355 | 3,072 |
These dividends and interest on capital will be paid in two equal installments, on November 21, 2023 and December 15, 2023, and will be deducted from the remuneration that will be distributed to shareholders relating to the fiscal year 2023. The amounts will be adjusted by the SELIC rate from the date of payment of each installment until the end of the referred fiscal year, on December 31, 2023.
Share Repurchase Program
On August 3, 2023, the Board of Directors approved a Share Repurchase Program, for the acquisition of up to 157.8 million preferred shares issued by the Company, on the Brazilian Stock Exchange (B3), to be held in treasury with subsequent cancellation, without reduction of share capital. This program will be carried in the scope of the revised Shareholder Remuneration Policy, approved on July 28, 2023, within a maximum period of 12 months.
53 |
KPMG Auditores Independentes Ltda.
Rua do Passeio, 38 - Setor 2 - 17º andar - Centro
20021-290 - Rio de Janeiro/RJ - Brasil
Caixa Postal 2888 - CEP 20001-970 - Rio de Janeiro/RJ - Brasil
Telefone +55 (21) 2207-9400
kpmg.com.br
Report of independent registered public accounting firm
The Shareholders and Board of Directors of
Petróleo Brasileiro S.A. - Petrobras
Results of Review of Condensed Consolidated Interim Financial Statements
We have reviewed the condensed consolidated statement of financial position of Petróleo Brasileiro S.A. - Petrobras and subsidiaries (the “Company”) as of June 30, 2023, the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2023 and 2022, the related condensed consolidated statements of changes in shareholders’ equity and cash flows for the six-month periods ended June 30, 2023 and 2022, and the related notes (collectively, the condensed consolidated interim financial statements). Based on our reviews, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements for it to be in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2022, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 29, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2022, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.
Basis for Review Results
These condensed consolidated interim financial statements are the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of condensed consolidated interim financial statements consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ KPMG Auditores Independentes Ltda.
Rio de Janeiro - RJ
August 3, 2023
KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça. | KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. |
54 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: September 2, 2023
PETRÓLEO BRASILEIRO S.A–PETROBRAS
By: /s/ Sergio Caetano Leite
______________________________
Sergio Caetano Leite
Chief Financial Officer and Investor Relations Officer