UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of November, 2023
Commission File Number 1-15106
PETRÓLEO BRASILEIRO S.A. – PETROBRAS
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation – PETROBRAS
(Translation of Registrant's name into English)
Avenida Henrique Valadares, 28 – 19th floor
20231-030 – Rio de Janeiro, RJ
Federative Republic of Brazil
(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____
Unaudited Condensed
Consolidated Interim
Financial Statements
PETRÓLEO BRASILEIRO S.A. – PETROBRAS
As of September 30, 2023, with the independent registered public accounting firm report
1 |
INDEX
Petróleo Brasileiro S.A. – Petrobras
2 |
Unaudited Condensed Consolidated Statements of Financial Position
PETROBRAS
As of September 30, 2023 and December 31, 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Assets | Note | 09.30.2023 | 12.31.2022 |
Cash and cash equivalents | 3 | 12,110 | 7,996 |
Marketable securities | 3 | 1,299 | 2,773 |
Trade and other receivables | 9 | 5,093 | 5,010 |
Inventories | 10 | 7,890 | 8,779 |
Recoverable income taxes | 12 | 206 | 165 |
Other recoverable taxes | 12 | 985 | 1,142 |
Others | 16 | 1,775 | 1,777 |
29,358 | 27,642 | ||
Assets classified as held for sale | 23 | 59 | 3,608 |
Current assets | 29,417 | 31,250 | |
Trade and other receivables | 9 | 1,557 | 2,440 |
Marketable securities | 3 | 3,914 | 1,564 |
Judicial deposits | 14 | 13,422 | 11,053 |
Deferred income taxes | 12 | 982 | 832 |
Other recoverable taxes | 12 | 4,247 | 3,778 |
Others | 16 | 2,088 | 1,553 |
Long-term receivables | 26,210 | 21,220 | |
Investments | 22 | 1,374 | 1,566 |
Property, plant and equipment - PP&E | 17 | 144,871 | 130,169 |
Intangible assets | 18 | 2,916 | 2,986 |
Non-current assets | 175,371 | 155,941 | |
Total assets | 204,788 | 187,191 |
Liabilities | Note | 09.30.2023 | 12.31.2022 |
Trade payables | 11 | 4,670 | 5,464 |
Finance debt | 24 | 4,380 | 3,576 |
Lease liability | 25 | 6,631 | 5,557 |
Income taxes payable | 12 | 1,615 | 2,883 |
Other taxes payable | 12 | 3,839 | 3,048 |
Dividends payable | 26 | 4,332 | 4,171 |
Employee benefits | 13 | 2,524 | 2,215 |
Others | 16 | 2,767 | 3,001 |
30,758 | 29,915 | ||
Liabilities related to assets classified as held for sale | 23 | 109 | 1,465 |
Current liabilities | 30,867 | 31,380 | |
Finance debt | 24 | 25,082 | 26,378 |
Lease liability | 25 | 24,904 | 18,288 |
Income taxes payable | 12 | 296 | 302 |
Deferred income taxes | 12 | 10,171 | 6,750 |
Employee benefits | 13 | 11,646 | 10,675 |
Provisions for legal proceedings | 14 | 3,365 | 3,010 |
Provision for decommissioning costs | 15 | 19,204 | 18,600 |
Others | 16 | 1,872 | 1,972 |
Non-current liabilities | 96,540 | 85,975 | |
Current and non-current liabilities | 127,407 | 117,355 | |
Share capital (net of share issuance costs) | 26 | 107,101 | 107,101 |
Capital reserve and capital transactions | 948 | 1,144 | |
Profit reserves | 70,113 | 66,434 | |
Accumulated other comprehensive deficit | (101,078) | (105,187) | |
Attributable to the shareholders of Petrobras | 77,084 | 69,492 | |
Non-controlling interests | 297 | 344 | |
Equity | 77,381 | 69,836 | |
Total liabilities and equity | 204,788 | 187,191 | |
The notes form an integral part of these unaudited condensed consolidated interim financial statements. |
3 |
Unaudited Condensed Consolidated Statements of Income
PETROBRAS
Three and nine-month periods ended September 30, 2023 and 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Note | Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Sales revenues | 4 | 75,302 | 94,303 | 25,552 | 32,411 |
Cost of sales | 5 | (35,982) | (43,894) | (11,982) | (15,875) |
Gross profit | 39,320 | 50,409 | 13,570 | 16,536 | |
Income (expenses) | |||||
Selling expenses | 5 | (3,709) | (3,638) | (1,288) | (1,213) |
General and administrative expenses | 5 | (1,140) | (956) | (395) | (334) |
Exploration costs | 20 | (828) | (230) | (480) | (107) |
Research and development expenses | (512) | (613) | (186) | (187) | |
Other taxes | (643) | (245) | (114) | (93) | |
Impairment of assets | 19 | (482) | (422) | (78) | (255) |
Other income and expenses, net | 6 | (1,995) | 1,690 | (1,049) | (177) |
(9,309) | (4,414) | (3,590) | (2,366) | ||
Income before net finance expense, results of equity-accounted investments and income taxes | 30,011 | 45,995 | 9,980 | 14,170 | |
Finance income | 1,581 | 1,396 | 600 | 515 | |
Finance expenses | (2,875) | (2,506) | (1,163) | (790) | |
Foreign exchange gains (losses) and inflation indexation charges | (1,334) | (3,016) | (1,422) | (1,249) | |
Net finance expense | 7 | (2,628) | (4,126) | (1,985) | (1,524) |
Results of equity-accounted investments | 22 | (235) | 373 | (248) | 32 |
Net income before income taxes | 27,148 | 42,242 | 7,747 | 12,678 | |
Income taxes | 12 | (8,435) | (13,763) | (2,263) | (3,888) |
Net income for the period | 18,713 | 28,479 | 5,484 | 8,790 | |
Net income attributable to shareholders of Petrobras | 18,625 | 28,378 | 5,456 | 8,763 | |
Net income attributable to non-controlling interests | 88 | 101 | 28 | 27 | |
Basic and diluted earnings per common and preferred share - in U.S. dollars | 26 | 1.43 | 2.18 | 0.42 | 0.67 |
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 nine-month periods ended September 30, 2023 and 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Note | Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Net income for the period | 18,713 | 28,479 | 5,484 | 8,790 | |
Items that will not be reclassified to the statement of income: | |||||
Actuarial losses on post-employment defined benefit plans | 13 | ||||
Recognized in equity | (109) | − | − | − | |
Deferred income tax | 37 | − | − | − | |
(72) | − | − | − | ||
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 | 2,438 | 3,067 | (2,434) | (2,006) | |
Reclassified to the statement of income | 2,990 | 3,597 | 758 | 1,109 | |
Deferred income tax | (1,848) | (2,266) | 569 | 305 | |
3,580 | 4,398 | (1,107) | (592) | ||
Translation adjustments (1) | |||||
Recognized in equity | 446 | 234 | (839) | (380) | |
Share of other comprehensive income (loss) in equity-accounted investments | 22 | ||||
Recognized in equity | 166 | 120 | (40) | (25) | |
Other comprehensive income (loss) | 4,120 | 4,752 | (1,986) | (997) | |
Total comprehensive income | 22,833 | 33,231 | 3,498 | 7,793 | |
Comprehensive income attributable to shareholders of Petrobras | 22,734 | 33,117 | 3,481 | 7,776 | |
Comprehensive income attributable to non-controlling interests | 99 | 114 | 17 | 17 | |
(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
Nine-month periods ended September 30, 2023 and 2022 (Expressed in millions of US Dollars, unless otherwise indicated)
Note | Jan-Sep/2023 | Jan-Sep/2022 | |
Cash flows from operating activities | |||
Net income for the period | 18,713 | 28,479 | |
Adjustments for: | |||
Pension and medical benefits - actuarial losses | 13 | 1,153 | 939 |
Results of equity-accounted investments | 22 | 235 | (373) |
Depreciation, depletion and amortization | 29 | 9,648 | 9,897 |
Impairment of assets (reversals) | 19 | 482 | 422 |
Inventory write down (write-back) to net realizable value | 10 | (4) | 7 |
Allowance for credit loss on trade and other receivables | 49 | 42 | |
Exploratory expenditure write-offs | 20 | 410 | 128 |
Gain on disposal/write-offs of assets | 6 | (1,150) | (1,138) |
Foreign exchange, indexation and finance charges | 2,814 | 4,735 | |
Income taxes | 12 | 8,435 | 13,763 |
Revision and unwinding of discount on the provision for decommissioning costs | 662 | 424 | |
Results from co-participation agreements in bid areas | 6 | (47) | (2,862) |
Early termination and cash outflows revision of lease agreements | (361) | (558) | |
Losses with legal, administrative and arbitration proceedings, net | 6 | 672 | 821 |
Decrease (Increase) in assets | |||
Trade and other receivables | 587 | 729 | |
Inventories | 1,132 | (2,595) | |
Judicial deposits | (1,100) | (1,312) | |
Other assets | 169 | (756) | |
Increase (Decrease) in liabilities | |||
Trade payables | (1,017) | (341) | |
Other taxes payable | (421) | (2,395) | |
Pension and medical benefits | (683) | (1,869) | |
Provisions for legal proceedings | (366) | (254) | |
Other employee benefits | 163 | (63) | |
Provision for decommissioning costs | (597) | (442) | |
Other liabilities | (371) | 242 | |
Income taxes paid | (7,664) | (8,801) | |
Net cash provided by operating activities | 31,543 | 36,869 | |
Cash flows from investing activities | |||
Acquisition of PP&E and intangible assets | (8,520) | (6,020) | |
Acquisition of equity interests | (22) | (20) | |
Proceeds from disposal of assets - Divestment | 3,564 | 3,915 | |
Financial compensation from co-participation agreements | 391 | 5,334 | |
Investment in marketable securities | (215) | (1,615) | |
Dividends received | 75 | 319 | |
Net cash (used in) provided by investing activities | (4,727) | 1,913 | |
Cash flows from financing activities | |||
Changes in non-controlling interest | (102) | 43 | |
Share repurchase program (1) | 26 | (197) | − |
Proceeds from finance debt
|
24 | 1,300 | 2,530 |
Repayment of principal - finance debt | 24 | (2,482) | (7,796) |
Repayment of interest - finance debt | 24 | (1,572) | (1,438) |
Repayment of lease liability | 25 | (4,494) | (4,006) |
Dividends paid to Shareholders of Petrobras | 26 | (15,234) | (33,671) |
Dividends paid to non-controlling interests | (48) | (68) | |
Net cash used in financing activities | (22,829) | (44,406) | |
Effect of exchange rate changes on cash and cash equivalents | 127 | (482) | |
Net change in cash and cash equivalents | 4,114 | (6,106) | |
Cash and cash equivalents at the beginning of the period | 7,996 | 10,480 | |
Cash and cash equivalents at the end of the period | 12,110 | 4,374 | |
The notes form an integral part of these unaudited condensed consolidated interim financial statements. | |||
(1) It includes US$ 59 thousand of transaction costs on the repurchase of shares. |
6 |
Unaudited Condensed Consolidated Statements of Changes In Shareholders’ Equity
PETROBRAS
Nine-month periods ended September 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 | 107,380 | (279) | 1,143 | (75,122) | (24,169) | (11,205) | (1,152) | 9,769 | 3,084 | 1,220 | 52,050 | 6,688 | − | 69,407 | 405 | 69,812 |
107,101 | 1,143 | (111,648) | 72,811 | − | 69,407 | 405 | 69,812 | |||||||||
Capital transactions | − | − | 1 | − | − | − | − | − | − | − | − | − | − | 1 | (166) | (165) |
Net income | − | − | − | − | − | − | − | − | − | − | − | − | 28,378 | 28,378 | 101 | 28,479 |
Other comprehensive income (loss) | − | − | − | 221 | 4,398 | − | 120 | − | − | − | − | − | − | 4,739 | 13 | 4,752 |
Appropriations: | ||||||||||||||||
Dividends | − | − | − | − | − | − | − | − | − | − | (8,564) | (6,688) | (18,375) | (33,627) | (56) | (33,683) |
Balance at September 30, 2022 | 107,380 | (279) | 1,144 | (74,901) | (19,771) | (11,205) | (1,032) | 9,769 | 3,084 | 1,220 | 43,486 | − | 10,003 | 68,898 | 297 | 69,195 |
107,101 | 1,144 | (106,909) | 57,559 | 10,003 | 68,898 | 297 | 69,195 | |||||||||
Balance at December 31, 2022 | 107,380 | (279) | 1,144 | (74,171) | (17,507) | (12,576) | (933) | 11,574 | 3,281 | 1,677 | 43,038 | 6,864 | − | 69,492 | 344 | 69,836 |
107,101 | 1,144 | (105,187) | 66,434 | − | 69,492 | 344 | 69,836 | |||||||||
Treasury shares | − | − | (197) | − | − | − | − | − | − | − | − | − | − | (197) | − | (197) |
Capital transactions | − | − | 1 | − | − | − | − | − | − | − | − | − | − | 1 | (101) | (100) |
Net income | − | − | − | − | − | − | − | − | − | − | − | − | 18,625 | 18,625 | 88 | 18,713 |
Other comprehensive income (loss) | − | − | − | 435 | 3,580 | (72) | 166 | − | − | − | − | − | − | 4,109 | 11 | 4,120 |
Expired unclaimed dividends | − | − | − | − | − | − | − | − | − | − | − | − | 7 | 7 | − | 7 |
Appropriations: | ||||||||||||||||
Dividends | − | − | − | − | − | − | − | − | − | − | − | (6,864) | (8,089) | (14,953) | (45) | (14,998) |
Balance at September 30, 2023 | 107,380 | (279) | 948 | (73,736) | (13,927) | (12,648) | (767) | 11,574 | 3,281 | 1,677 | 43,038 | − | 10,543 | 77,084 | 297 | 77,381 |
107,101 | 948 | (101,078) | 59,570 | 10,543 | 77,084 | 297 | 77,381 | |||||||||
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 November 9, 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.
09.30.2023 | 12.31.2022 | |
Cash at bank and in hand | 203 | 216 |
Short-term financial investments | ||
- In Brazil | ||
Brazilian interbank deposit rate investment funds and other short-term deposits | 951 | 2,763 |
Other investment funds | 215 | 244 |
1,166 | 3,007 | |
- Abroad | ||
Time deposits | 8,334 | 2,388 |
Automatic investing accounts and interest checking accounts | 2,400 | 2,365 |
Other financial investments | 7 | 20 |
10,741 | 4,773 | |
Total short-term financial investments | 11,907 | 7,780 |
Total cash and cash equivalents | 12,110 | 7,996 |
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 |
09.30.2023 | 12.31.2022 | |
Fair value through profit or loss | 873 | 713 |
Amortized cost - Bank Deposit Certificates and time deposits | 4,289 | 3,574 |
Amortized cost - Others | 51 | 50 |
Total | 5,213 | 4,337 |
Current | 1,299 | 2,773 |
Non-current | 3,914 | 1,564 |
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-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Diesel | 23,575 | 29,849 | 8,188 | 11,685 |
Gasoline | 10,881 | 12,143 | 3,412 | 4,109 |
Liquefied petroleum gas | 2,722 | 3,978 | 842 | 1,355 |
Jet fuel | 3,677 | 3,925 | 1,169 | 1,534 |
Naphtha | 1,357 | 1,964 | 449 | 629 |
Fuel oil (including bunker fuel) | 834 | 1,099 | 287 | 381 |
Other oil products | 3,364 | 4,373 | 1,152 | 1,484 |
Subtotal oil products | 46,410 | 57,331 | 15,499 | 21,177 |
Natural gas | 4,307 | 5,691 | 1,352 | 2,007 |
Oil | 3,997 | 6,418 | 1,282 | 1,975 |
Renewables and nitrogen products | 62 | 230 | 16 | 69 |
Breakage | 645 | 462 | 207 | 188 |
Electricity | 423 | 543 | 160 | 141 |
Services, agency and others | 797 | 799 | 272 | 254 |
Domestic market | 56,641 | 71,474 | 18,788 | 25,811 |
Exports | 17,752 | 20,620 | 6,581 | 5,696 |
Oil | 13,245 | 14,042 | 4,789 | 3,638 |
Fuel oil (including bunker fuel) | 3,734 | 5,904 | 1,371 | 1,743 |
Other oil products | 773 | 674 | 421 | 315 |
Sales abroad (1) | 909 | 2,209 | 183 | 904 |
Foreign market | 18,661 | 22,829 | 6,764 | 6,600 |
Sales revenues | 75,302 | 94,303 | 25,552 | 32,411 |
(1) Sales revenues from operations outside of Brazil, including trading and excluding exports. |
9 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Domestic market | 56,641 | 71,474 | 18,788 | 25,811 |
China | 5,118 | 3,953 | 1,643 | 833 |
Americas (except United States) | 4,028 | 5,712 | 1,374 | 1,880 |
Europe | 3,738 | 4,605 | 1,692 | 1,291 |
Asia (except China and Singapore) | 1,875 | 1,068 | 336 | 108 |
United States | 2,391 | 4,074 | 1,086 | 1,722 |
Singapore | 1,505 | 3,412 | 629 | 765 |
Others | 6 | 5 | 4 | 1 |
Foreign market | 18,661 | 22,829 | 6,764 | 6,600 |
Sales revenues | 75,302 | 94,303 | 25,552 | 32,411 |
In the nine-month period ended September 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, sales to two clients of the same segment individually represented 15% and 11% of the Company’s sales revenues.
5. | Costs and expenses by nature |
5.1. | Cost of sales |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Raw material, products for resale, materials and third-party services (1) | (18,164) | (22,868) | (5,382) | (9,099) |
Depreciation, depletion and amortization | (7,740) | (7,993) | (2,788) | (2,649) |
Production taxes | (8,853) | (11,794) | (3,376) | (3,701) |
Employee compensation | (1,225) | (1,239) | (436) | (426) |
Total | (35,982) | (43,894) | (11,982) | (15,875) |
(1) It Includes short-term leases and inventory turnover. |
5.2. | Selling expenses |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Materials, third-party services, freight, rent and other related costs | (3,150) | (2,921) | (1,102) | (973) |
Depreciation, depletion and amortization | (466) | (611) | (162) | (194) |
Allowance for expected credit losses | (14) | (34) | 3 | (20) |
Employee compensation | (79) | (72) | (27) | (26) |
Total | (3,709) | (3,638) | (1,288) | (1,213) |
5.3. | General and administrative expenses |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Employee compensation | (747) | (637) | (274) | (223) |
Materials, third-party services, rent and other related costs | (306) | (246) | (92) | (85) |
Depreciation, depletion and amortization | (87) | (73) | (29) | (26) |
Total | (1,140) | (956) | (395) | (334) |
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, net |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Unscheduled stoppages and pre-operating expenses | (1,661) | (1,344) | (562) | (455) |
Pension and medical benefits - retirees (1) | (877) | (795) | (300) | (304) |
Losses with legal, administrative and arbitration proceedings | (672) | (821) | (141) | (264) |
Performance award program | (471) | (400) | (200) | (153) |
Operating expenses with thermoelectric power plants | (134) | (108) | (49) | (37) |
Profit sharing | (108) | (103) | (41) | (38) |
Gains (losses) with commodities derivatives | (20) | (135) | (89) | 87 |
Losses on decommissioning of returned/abandoned areas | (16) | (28) | (3) | (1) |
Results from co-participation agreements in bid areas (2) | 47 | 2,862 | 19 | (10) |
Amounts recovered from Lava Jato investigation (3) | 99 | 34 | 6 | 22 |
Fines imposed on suppliers | 178 | 175 | 69 | 59 |
Government grants | 257 | 314 | 81 | 116 |
Early termination and changes to cash flow estimates of leases | 361 | 558 | 103 | 157 |
Reimbursements from E&P partnership operations | 430 | 448 | 150 | 294 |
Results on disposal/write-offs of assets | 1,150 | 1,138 | (37) | 292 |
Others (4) | (558) | (105) | (55) | 58 |
Total | (1,995) | 1,690 | (1,049) | (177) |
(1) In 2022, this includes US$ 67 referring to the payment of a contribution as provided for in the Pre-70 Term of Financial Commitment (TFC) for the administrative funding of the PPSP-R Pre-70 and PPSP-NR Pre-70 pension plans. | ||||
(2) In 2022, it mainly refers to capital gains with the results of the co-participation agreements related to the transfer of rights surplus of Sépia and Atapu. | ||||
(3) The total amount recovered from the Lava Jato Investigation through December 31, 2022 was US$ 1,618, recognized through collaboration and leniency agreements entered into with individuals and legal entities. | ||||
(4) It includes, in the nine-month period ended September 30, 2023, expenses with compensation for the termination of a vessel charter agreement in the amount of US$ 317. |
7. | Net finance income (expense) |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Finance income | 1,581 | 1,396 | 600 | 515 |
Income from investments and marketable securities (Government Bonds) | 1,211 | 872 | 454 | 340 |
Other finance income | 370 | 524 | 146 | 175 |
Finance expenses | (2,875) | (2,506) | (1,163) | (790) |
Interest on finance debt | (1,715) | (1,786) | (662) | (563) |
Unwinding of discount on lease liability | (1,253) | (961) | (495) | (337) |
Discount and premium on repurchase of debt securities | (2) | (120) | (2) | (10) |
Capitalized borrowing costs | 927 | 795 | 338 | 260 |
Unwinding of discount on the provision for decommissioning costs | (647) | (394) | (216) | (127) |
Other finance expenses | (185) | (40) | (126) | (13) |
Foreign exchange gains (losses) and indexation charges | (1,334) | (3,016) | (1,422) | (1,249) |
Foreign exchange gains (losses) (1) | 1,388 | (1) | (932) | (782) |
Reclassification of hedge accounting to the Statement of Income (1) | (2,990) | (3,597) | (758) | (1,109) |
Monetary restatement of anticipated dividends and dividends payable | (428) | 118 | 1 | 398 |
Recoverable taxes inflation indexation income | 113 | 74 | 18 | 29 |
Other foreign exchange gains and indexation charges, net | 583 | 390 | 249 | 215 |
Total | (2,628) | (4,126) | (1,985) | (1,524) |
(1) For more information, see notes 27.3a and 27.3c. |
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:
11 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
· | 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; |
· | 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 nine-month period ended September 30, 2022 has been reclassified for comparative purposes, as follows:
Consolidated Statement of Income by operating segment - Jan-Sep/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-Sep/2022 | 26,346 | 6,088 | 767 | (3,648) | (1,074) | 28,479 |
Changes in the measurement | (27) | (136) | 23 | 140 | − | − |
Net income (loss) of the period reclassified - Jan-Sep/2022 | 26,319 | 5,952 | 790 | (3,508) | (1,074) | 28,479 |
Consolidated Statement of Income by operating segment - Jul-Sep/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 Jul-Sep/2022 | 7,590 | 1,340 | 614 | (1,041) | 287 | 8,790 |
Changes in the measurement | (25) | 43 | 14 | (32) | − | − |
Net income (loss) of the period reclassified - Jul-Sep/2022 | 7,565 | 1,383 | 628 | (1,073) | 287 | 8,790 |
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-Sep/2023 | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Sales revenues | 48,374 | 69,590 | 8,250 | 253 | (51,165) | 75,302 |
Intersegments | 47,732 | 1,065 | 2,361 | 7 | (51,165) | − |
Third parties | 642 | 68,525 | 5,889 | 246 | - | 75,302 |
Cost of sales | (19,642) | (62,596) | (4,259) | (255) | 50,770 | (35,982) |
Gross profit (loss) | 28,732 | 6,994 | 3,991 | (2) | (395) | 39,320 |
Income (expenses) | (1,837) | (3,120) | (2,450) | (1,903) | 1 | (9,309) |
Selling expenses | (11) | (1,579) | (2,099) | (21) | 1 | (3,709) |
General and administrative expenses | (40) | (242) | (52) | (806) | - | (1,140) |
Exploration costs | (828) | - | - | - | - | (828) |
Research and development expenses | (401) | (16) | (2) | (93) | - | (512) |
Other taxes | (370) | (12) | (29) | (232) | - | (643) |
Impairment (losses) reversals | (96) | (416) | - | 30 | - | (482) |
Other income and expenses, net | (91) | (855) | (268) | (781) | - | (1,995) |
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | 26,895 | 3,874 | 1,541 | (1,905) | (394) | 30,011 |
Net finance income (expense) | - | - | - | (2,628) | - | (2,628) |
Results of equity-accounted investments | (33) | (231) | 17 | 12 | - | (235) |
Net income / (loss) before income taxes | 26,862 | 3,643 | 1,558 | (4,521) | (394) | 27,148 |
Income taxes | (9,146) | (1,318) | (523) | 2,418 | 134 | (8,435) |
Net income (loss) for the period | 17,716 | 2,325 | 1,035 | (2,103) | (260) | 18,713 |
Attributable to: | ||||||
Shareholders of Petrobras | 17,719 | 2,325 | 978 | (2,137) | (260) | 18,625 |
Non-controlling interests | (3) | - | 57 | 34 | - | 88 |
13 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Sep/2022 - Reclassified | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Sales revenues | 60,917 | 85,989 | 11,247 | 402 | (64,252) | 94,303 |
Intersegments | 59,918 | 1,460 | 2,872 | 2 | (64,252) | − |
Third parties | 999 | 84,529 | 8,375 | 400 | - | 94,303 |
Cost of sales | (23,279) | (74,941) | (7,897) | (409) | 62,632 | (43,894) |
Gross profit (loss) | 37,638 | 11,048 | 3,350 | (7) | (1,620) | 50,409 |
Income (expenses) | 2,006 | (2,263) | (2,258) | (1,889) | (10) | (4,414) |
Selling expenses | (12) | (1,310) | (2,260) | (46) | (10) | (3,638) |
General and administrative expenses | (30) | (204) | (49) | (673) | - | (956) |
Exploration costs | (230) | - | - | - | - | (230) |
Research and development expenses | (524) | (7) | (4) | (78) | - | (613) |
Other taxes | (47) | (15) | (35) | (148) | - | (245) |
Impairment (losses) reversals | (127) | (295) | 1 | (1) | - | (422) |
Other income and expenses, net | 2,976 | (432) | 89 | (943) | - | 1,690 |
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | 39,644 | 8,785 | 1,092 | (1,896) | (1,630) | 45,995 |
Net finance income (expense) | - | - | - | (4,126) | - | (4,126) |
Results of equity-accounted investments | 154 | 153 | 71 | (5) | - | 373 |
Net income / (loss) before income taxes | 39,798 | 8,938 | 1,163 | (6,027) | (1,630) | 42,242 |
Income taxes | (13,479) | (2,986) | (373) | 2,519 | 556 | (13,763) |
Net income (loss) for the period | 26,319 | 5,952 | 790 | (3,508) | (1,074) | 28,479 |
Attributable to: | ||||||
Shareholders of Petrobras | 26,322 | 5,952 | 719 | (3,541) | (1,074) | 28,378 |
Non-controlling interests | (3) | - | 71 | 33 | - | 101 |
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 | ||||||
Jul-Sep/2023 | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other business | Eliminations | Total | |
Sales revenues | 17,922 | 23,691 | 2,629 | 90 | (18,780) | 25,552 |
Intersegments | 17,792 | 225 | 760 | 3 | (18,780) | − |
Third parties | 130 | 23,466 | 1,869 | 87 | - | 25,552 |
Cost of sales | (7,151) | (21,400) | (1,166) | (91) | 17,826 | (11,982) |
Gross profit (loss) | 10,771 | 2,291 | 1,463 | (1) | (954) | 13,570 |
Income (expenses) | (1,161) | (791) | (906) | (741) | 9 | (3,590) |
Selling expenses | - | (535) | (764) | 2 | 9 | (1,288) |
General and administrative expenses | (6) | (80) | (20) | (289) | - | (395) |
Exploration costs | (480) | - | - | - | - | (480) |
Research and development expenses | (150) | (2) | (1) | (33) | - | (186) |
Other taxes | (16) | (11) | (10) | (77) | - | (114) |
Impairment (losses) reversals | (78) | - | - | - | - | (78) |
Other income and expenses, net | (431) | (163) | (111) | (344) | - | (1,049) |
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | 9,610 | 1,500 | 557 | (742) | (945) | 9,980 |
Net finance income (expense) | - | - | - | (1,985) | - | (1,985) |
Results of equity-accounted investments | (68) | (176) | (4) | - | - | (248) |
Net income / (loss) before income taxes | 9,542 | 1,324 | 553 | (2,727) | (945) | 7,747 |
Income taxes | (3,268) | (510) | (190) | 1,384 | 321 | (2,263) |
Net income (loss) for the period | 6,274 | 814 | 363 | (1,343) | (624) | 5,484 |
Attributable to: | ||||||
Shareholders of Petrobras | 6,275 | 814 | 344 | (1,353) | (624) | 5,456 |
Non-controlling interests | (1) | − | 19 | 10 | − | 28 |
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 | ||||||
Jul-Sep/2022 - Reclassified | ||||||
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Eliminations | Total | |
Sales revenues | 19,293 | 29,348 | 4,148 | 126 | (20,504) | 32,411 |
Intersegments | 18,972 | 529 | 1,002 | 1 | (20,504) | − |
Third parties | 321 | 28,819 | 3,146 | 125 | - | 32,411 |
Cost of sales | (7,427) | (26,607) | (2,646) | (137) | 20,942 | (15,875) |
Gross profit (loss) | 11,866 | 2,741 | 1,502 | (11) | 438 | 16,536 |
Income (expenses) | (474) | (611) | (568) | (710) | (3) | (2,366) |
Selling expenses | (7) | (440) | (739) | (24) | (3) | (1,213) |
General and administrative expenses | (6) | (73) | (15) | (240) | - | (334) |
Exploration costs | (107) | - | - | - | - | (107) |
Research and development expenses | (159) | (1) | (1) | (26) | - | (187) |
Other taxes | (8) | 10 | (16) | (79) | - | (93) |
Impairment (losses) reversals | (4) | (251) | - | - | - | (255) |
Other income and expenses, net | (183) | 144 | 203 | (341) | - | (177) |
Income (loss) before net finance income (expense), results of equity-accounted investments and income taxes | 11,392 | 2,130 | 934 | (721) | 435 | 14,170 |
Net finance income (expense) | - | - | - | (1,524) | - | (1,524) |
Results of equity-accounted investments | 46 | (23) | 12 | (3) | - | 32 |
Net income / (loss) before income taxes | 11,438 | 2,107 | 946 | (2,248) | 435 | 12,678 |
Income taxes | (3,873) | (724) | (318) | 1,175 | (148) | (3,888) |
Net income (loss) for the period | 7,565 | 1,383 | 628 | (1,073) | 287 | 8,790 |
Attributable to: | ||||||
Shareholders of Petrobras | 7,566 | 1,383 | 609 | (1,082) | 287 | 8,763 |
Non-controlling interests | (1) | - | 19 | 9 | - | 27 |
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-Sep/2023 | 7,391 | 1,788 | 386 | 83 | 9,648 |
Jan-Sep/2022 | 7,819 | 1,692 | 334 | 52 | 9,897 |
Exploration and Production (E&P) | Refining, Transportation & Marketing (RT&M) |
Gas & Power (G&P) |
Corporate and other businesses | Total | |
Jul-Sep/2023 | 2,687 | 629 | 132 | 27 | 3,475 |
Jul-Sep/2022 | 2,561 | 578 | 127 | 1 | 3,267 |
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 - 09.30.2023 | ||||||
Current assets | 2,175 | 11,327 | 435 | 20,874 | (5,394) | 29,417 |
Non-current assets | 127,937 | 22,638 | 6,170 | 18,626 | − | 175,371 |
Long-term receivables | 7,991 | 1,997 | 100 | 16,122 | − | 26,210 |
Investments | 327 | 833 | 155 | 59 | − | 1,374 |
Property, plant and equipment | 117,266 | 19,682 | 5,834 | 2,089 | − | 144,871 |
Operating assets | 102,431 | 16,876 | 3,519 | 1,623 | − | 124,449 |
Under construction | 14,835 | 2,806 | 2,315 | 466 | − | 20,422 |
Intangible assets | 2,353 | 126 | 81 | 356 | − | 2,916 |
Total Assets | 130,112 | 33,965 | 6,605 | 39,500 | (5,394) | 204,788 |
Consolidated assets by operating segment - 12.31.2022 | ||||||
Current assets | 5,224 | 12,035 | 391 | 18,864 | (5,264) | 31,250 |
Non-current assets | 111,110 | 22,396 | 7,193 | 15,242 | − | 155,941 |
Long-term receivables | 6,351 | 1,811 | 94 | 12,964 | − | 21,220 |
Investments | 379 | 977 | 173 | 37 | − | 1,566 |
Property, plant and equipment | 101,875 | 19,496 | 6,851 | 1,947 | − | 130,169 |
Operating assets | 92,087 | 16,851 | 4,808 | 1,585 | − | 115,331 |
Under construction | 9,788 | 2,645 | 2,043 | 362 | − | 14,838 |
Intangible assets | 2,505 | 112 | 75 | 294 | − | 2,986 |
Total Assets | 116,334 | 34,431 | 7,584 | 34,106 | (5,264) | 187,191 |
9. | Trade and other receivables |
9.1. | Trade and other receivables |
09.30.2023 | 12.31.2022 | |
Receivables from contracts with customers | ||
Third parties | 5,264 | 5,210 |
Related parties | ||
Investees (note 28.1) | 81 | 93 |
Subtotal | 5,345 | 5,303 |
Other trade receivables | ||
Third parties | ||
Receivables from divestments and Transfer of Rights Agreement (1) | 1,671 | 1,922 |
Lease receivables | 365 | 394 |
Other receivables | 617 | 765 |
Related parties | ||
Petroleum and alcohol accounts - receivables from Brazilian Federal Government | 253 | 602 |
Subtotal | 2,906 | 3,683 |
Total trade and other receivables, before ECL | 8,251 | 8,986 |
Expected credit losses (ECL) - Third parties | (1,597) | (1,533) |
Expected credit losses (ECL) - Related parties | (4) | (3) |
Total trade and other receivables | 6,650 | 7,450 |
Current | 5,093 | 5,010 |
Non-current | 1,557 | 2,440 |
(1) As of September 30, 2023 it mainly refers to the receivables from the transactions of Atapu, Sépia, Carmópolis, Roncador, Miranga, Baúna, Pampo and Enchova, Breitener and Potiguar Group. |
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$ 604 as of September 30, 2023 (US$ 470 as of December 31, 2022).
17 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
On September 8, 2023, the Company received US$ 362, net of withholding income taxes, relating to the amounts of Petroleum and Alcohol Accounts. The Company expects to receive the remaining balance by 2027, following the constitutional amendments of December 2021, which established limits for disbursements by the Federal Government in each fiscal year.
9.2. | Aging of trade and other receivables – third parties |
09.30.2023 | 12.31.2022 | |||
Trade and other receivables | Expected credit losses | Trade and other receivables | Expected credit losses | |
Current | 6,131 | (55) | 6,474 | (39) |
Overdue: | ||||
1-90 days | 33 | (7) | 189 | (48) |
91-180 days | 44 | (22) | 30 | (27) |
181-365 days | 73 | (63) | 63 | (51) |
More than 365 days | 1,636 | (1,450) | 1,535 | (1,368) |
Total | 7,917 | (1,597) | 8,291 | (1,533) |
9.3. | Changes in provision for expected credit losses – third parties and related parties |
2023 Jan-Set |
2022 Jan-Set | |
Opening balance | 1,536 | 1,448 |
Additions | 109 | 98 |
Write-offs | (42) | (21) |
Reversals | (40) | (64) |
Translation adjustment | 38 | 23 |
Closing balance | 1,601 | 1,484 |
Current | 278 | 215 |
Non-current | 1,323 | 1,269 |
10. | Inventories |
09.30.2023 | 12.31.2022 | |
Crude oil | 3,472 | 3,738 |
Oil products | 2,310 | 3,278 |
Intermediate products | 597 | 587 |
Natural gas and Liquefied Natural Gas (LNG) | 118 | 135 |
Biofuels | 16 | 14 |
Fertilizers | 1 | 4 |
Total products | 6,514 | 7,756 |
Materials, supplies and others | 1,376 | 1,023 |
Total | 7,890 | 8,779 |
In the nine-month period ended September 30, 2023, the Company recognized a US$ 4 reversal of cost of sales, adjusting inventories to net realizable value (a US$ 7 loss within cost of sales in the nine-month period ended September 30, 2022), primarily due to changes in international prices of crude oil and oil products.
At September 30, 2023, the Company had pledged crude oil and oil products volumes as collateral for the Term of Financial Commitment (TFC) related to pension plans PPSP-R, PPSP-R Pre-70 and PPSP-NR Pre-70 signed by Petrobras and Fundação Petrobras de Seguridade Social – Petros in 2008, in the estimated amount of US$ 891.
18 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
11. | Trade payables |
09.30.2023 | 12.31.2022 | |
Third parties in Brazil | 3,396 | 3,497 |
Third parties abroad | 1,268 | 1,935 |
Related parties | 6 | 32 |
Total | 4,670 | 5,464 |
Forfaiting
The Company has a program to encourage the development of the oil and gas production chain called “Mais Valor” (More Value), operated by a partner company on a 100% digital platform.
By using this platform, the suppliers who want to anticipate their receivables may launch a reverse auction, in which the winner is the financial institution which offers the lowest discount rate. The financial institution becomes the creditor of invoices advanced by the supplier, and Petrobras pays the invoices on the same date and under the conditions originally agreed with the supplier.
Invoices are advanced in the “Mais Valor” program exclusively at the discretion of the suppliers and do not change the terms, prices and commercial conditions contracted by Petrobras with such suppliers, as well as it does not add financial charges to the Company, therefore, the classification is maintained as Trade payables in Statements of Cash Flows (Cash flows from operating activities).
As of September 30, 2023, the balance advanced by suppliers, within the scope of the program, is US$ 127 (US$ 130 as of December 31, 2022) and has a payment term from 6 to 93 days and a weighted average term of 48.5 days, after the contracted commercial conditions have been met.
12. | Taxes |
12.1. | Income taxes |
Current assets | Current liabilities | Non-current liabilities | ||||
09.30.2023 | 12.31.2022 | 09.30.2023 | 12.31.2022 | 09.30.2023 | 12.31.2022 | |
Taxes in Brazil | ||||||
Income taxes | 201 | 160 | 1,041 | 2,505 | − | − |
Income taxes - Tax settlement programs | − | − | 55 | 50 | 296 | 302 |
201 | 160 | 1,096 | 2,555 | 296 | 302 | |
Taxes abroad | 5 | 5 | 519 | 328 | − | − |
Total | 206 | 165 | 1,615 | 2,883 | 296 | 302 |
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:
19 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Net income before income taxes | 27,148 | 42,242 | 7,747 | 12,678 |
Nominal income taxes computed based on Brazilian statutory corporate tax rates (34%) | (9,231) | (14,361) | (2,634) | (4,310) |
Adjustments to arrive at the effective tax rate: | ||||
Tax benefits from the deduction of interest on capital distributions | 942 | 736 | 331 | 353 |
Different jurisdictional tax rates for companies abroad | 400 | 595 | 299 | 201 |
Brazilian income taxes on income of companies incorporated outside Brazil (1) | (323) | (725) | (127) | (97) |
Tax incentives | 112 | 1 | 35 | 3 |
Tax loss carryforwards (unrecognized tax losses) | (14) | (11) | 3 | (10) |
Post-employment benefits | (270) | (262) | (92) | (76) |
Results of equity-accounted investments in Brazil and abroad | (74) | 130 | (85) | 10 |
Non-incidence of income taxes on indexation (SELIC interest rate) of undue paid taxes | 32 | 25 | 33 | 10 |
Others | (9) | 109 | (26) | 28 |
Income taxes | (8,435) | (13,763) | (2,263) | (3,888) |
Deferred income taxes | (1,181) | (2,239) | 304 | (250) |
Current income taxes | (7,254) | (11,524) | (2,567) | (3,638) |
Effective tax rate of income taxes | 31.1% | 32.6% | 29.2% | 30.7% |
(1) It relates to Brazilian income taxes on earnings of offshore investees, as established by Law No. 12,973/2014. |
Deferred income taxes - non-current
The changes in the deferred income taxes are presented as follows:
Jan-Sep/2023 | Jan-Sep/2022 | |
Opening balance | (5,918) | (625) |
Recognized in the statement of income for the period | (1,181) | (2,239) |
Recognized in shareholders’ equity | (1,811) | (2,266) |
Translation adjustment | (269) | 178 |
Use of tax loss carryforwards | − | (1,119) |
Others | (10) | 4 |
Closing balance | (9,189) | (6,067) |
The composition of deferred tax assets and liabilities is set out in the following table:
Nature | Realization basis | 09.30.2023 | 12.31.2022 |
PP&E - Exploration and decommissioning costs | Depreciation, amortization and write-offs of assets | 1,186 | 158 |
PP&E - Impairment | Amortization, impairment reversals and write-offs of assets | 3,506 | 3,602 |
PP&E - depreciation methods and capitalized borrowing costs | Depreciation, amortization and write-offs of assets | (17,289) | (15,438) |
Loans, trade and other receivables / payables and financing | Payments, receipts and considerations | (1,158) | 810 |
Leasings | Appropriation of the considerations | 6 | 434 |
Provision for legal proceedings | Payments and use of provisions | 953 | 885 |
Tax loss carryforwards | Taxable income compensation | 936 | 914 |
Inventories | Sales, write-downs and losses | 432 | 333 |
Employee Benefits | Payments and use of provisions | 1,586 | 1,518 |
Others | 653 | 866 | |
Total | (9,189) | (5,918) | |
Deferred tax assets | 982 | 832 | |
Deferred tax liabilities | (10,171) | (6,750) |
Uncertain tax treatments
In 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$ 496, monetarily restated.
20 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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$ 331. Thus, as of September 30, 2023, the total amount of these uncertain tax treatments is US$ 827, monetarily restated.
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.
12.2. | Other taxes |
Current assets | Non-current assets | Current liabilities | Non-current liabilities (1) | |||||
09.30.2023 | 12.31.2022 | 09.30.2023 | 12.31.2022 | 09.30.2023 | 12.31.2022 | 09.30.2023 | 12.31.2022 | |
Taxes in Brazil | ||||||||
Current / Non-current ICMS (VAT) | 661 | 716 | 513 | 473 | 967 | 699 | − | − |
Current / Non-current PIS and COFINS | 261 | 378 | 2,731 | 2,362 | 303 | 28 | 126 | 89 |
Claim to recover PIS and COFINS | − | − | 703 | 657 | − | − | − | − |
CIDE | − | 1 | − | − | − | 5 | − | − |
Production taxes | − | − | − | − | 2,250 | 1,996 | 143 | 114 |
Withholding income taxes | − | − | − | − | 79 | 149 | − | − |
Others | 55 | 40 | 291 | 273 | 208 | 152 | 87 | 90 |
Total in Brazil | 977 | 1,135 | 4,238 | 3,765 | 3,807 | 3,029 | 356 | 293 |
Taxes abroad | 8 | 7 | 9 | 13 | 32 | 19 | − | − |
Total | 985 | 1,142 | 4,247 | 3,778 | 3,839 | 3,048 | 356 | 293 |
(1) Other non-current taxes are classified within other non-current liabilities in the statement of financial position. |
From March 1 to June 30, 2023, Export Tax was charged on the exports of crude oil, for which the Company recognized US$ 285 as other taxes within the statement of income.
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.
09.30.2023 | 12.31.2022 | |
Liabilities | ||
Short-term employee benefits | 1,715 | 1,452 |
Termination benefits | 151 | 192 |
Post-employment benefits | 12,304 | 11,246 |
Total | 14,170 | 12,890 |
Current | 2,524 | 2,215 |
Non-current | 11,646 | 10,675 |
13.1. | Short-term employee benefits |
09.30.2023 | 12.31.2022 | |
Variable compensation program - PPP | 501 | 489 |
Accrued vacation and 13th salary | 783 | 505 |
Salaries and related charges and other provisions | 323 | 327 |
Profit sharing | 108 | 131 |
Total | 1,715 | 1,452 |
Current | 1,679 | 1,421 |
Non-current (1) | 36 | 31 |
(1) Remaining balance relating to the four-year deferral of 40% of the PPP portion of executive officers and the upper management |
21 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The Company recognized the following amounts in the statement of income:
Expenses recognized in the statement of income | Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 |
Salaries, accrued vacations and related charges | (2,526) | (2,255) | (922) | (797) |
Variable compensation program - PPP (1) | (471) | (400) | (200) | (153) |
Profit sharing (1) | (108) | (103) | (41) | (38) |
Management fees and charges | (9) | (10) | (4) | (5) |
Total | (3,114) | (2,768) | (1,167) | (993) |
(1) It includes adjustments to provisions related to previous years. |
13.1.1. | Variable compensation programs |
Performance award program (PPP)
During 2023, the Company had paid US$ 562 regarding the PPP for 2022, since the related metrics relating to the Company’s and individual performances were achieved in 2022.
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 nine-month period ended September 30, 2023, the Company provisioned US$ 469 referring to this program for 2023 (US$ 400 for the same period of 2022), recorded in other income and expenses.
Profit Sharing (PLR)
In the nine-month period ended September 30, 2023, the Company settled US$ 134 related to the PLR 2022, considering the current agreement for the PLR, approved by the Secretariat of Management and Governance of State-owned Companies (SEST), which provides that only employees without managerial functions will be entitled to receive profit sharing with individual limits according to their remuneration.
In the nine-month period ended September 30, 2023, the Company provisioned US$ 108 referring to PLR for 2023 (US$ 103 for the same period of 2022), recorded in other income and expenses.
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.
Voluntary severance programs (PDV)
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.
From January to September 2023, 422 employees retired through these programs, while there were 53 enrollments and 139 withdrawals. Changes to the provisions for termination benefits are presented as follows:
22 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Sep/2023 | Jan-Sep/2022 | |
Opening Balance | 192 | 349 |
Effects in the statement of income | (7) | 5 |
Enrollments | 6 | 6 |
Revision of provisions (1) | (13) | (1) |
Effects in cash and cash equivalents | (43) | (177) |
Settlements in the period | (43) | (177) |
Translation adjustment | 9 | 20 |
Closing Balance | 151 | 197 |
Current | 85 | 82 |
Non-current | 66 | 115 |
(1) It mainly refers to withdrawals, as well as adjustments to provisions when final payments occur. |
Recognition of the provision for expenses occur as employees enroll to the programs.
The Company disburse the severance payments in two installments, one at the time of termination and the remainder one year after the termination.
As of September 30, 2023, from the balance of US$ 151, US$ 28 refers to the second installment of 543 retired employees and US$ 123 refers to1,141 employees enrolled in voluntary severance programs with expected termination by September 2025.
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”), through five major post-employment pension plans (collectively referred to as “pension plans”).
The following table presents the balance of post-employment benefits:
09.30.2023 | 12.31.2022 | |
Liabilities | ||
Health Care Plan – “Saúde Petrobras” | 6,386 | 5,813 |
Petros Pension Plan - Renegotiated (PPSP-R) | 3,819 | 3,606 |
Petros Pension Plan - Non-renegotiated (PPSP-NR) | 1,109 | 1,041 |
Petros Pension Plan - Renegotiated - Pre-70 (PPSP-R Pre 70) | 431 | 284 |
Petros Pension Plan - Non-renegotiated - Pre-70 (PPSP-NR Pre 70) | 372 | 339 |
Petros 2 Pension Plan (PP-2) | 187 | 163 |
Total | 12,304 | 11,246 |
Current | 759 | 719 |
Non-current | 11,545 | 10,527 |
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 Petros, a Closed Complementary Pension Entity (“Entidade Fechada de Previdência Complementar” - EFPC), which was established by Petrobras as a non-profit, private legal entity with administrative and financial autonomy.
23 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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.
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.
The table below presents the reconciliation of the deficit of Petros Plan registered by Petros as of December 31, 2022 with the net actuarial liability registered by the Company:
PPSP-R (1) | PPSP-NR (1) | |
Deficit registered by Petros | 330 | 341 |
Ordinary and extraordinary future contributions - sponsor | 4,212 | 1,079 |
Contributions related to the TFC - sponsor | 691 | 391 |
Financial assumptions (interest rate and inflation), changes in fair value of plan assets and actuarial valuation method | (1,343) | (431) |
Net actuarial liability recorded by the Company | 3,890 | 1,380 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
• Sponsor Contributions – in the calculation of the obligation, Petros considers the future cash flow of ordinary and extraordinary sponsor and participants contributions, discounted to present value, according to the CNPC criteria, while the Company only considers them as they are made.
• Financial Assumptions - the main difference is the definition of the real interest rate established by Petros, which is according to the expected profitability of the current investment portfolios and the parameters published by the CNPC, considering a moving average of recent years in setting safety limits. On the other hand, the Company determines the real interest rates through an equivalent rate that combines the maturity profile of pension and healthcare obligations with the future yield curve of long-term Brazilian Federal Government securities (“Tesouro IPCA”, formerly known as NTN).
• Changes in the fair value of plan assets – Petros measures government securities based on its curve, with a portfolio immunization strategy, while in the Company measures at market value.
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$ 1,700 (R$ 8,515 million) as of September 30, 2023, is being settled on an equal basis between sponsors and participants, of which US$ 801 (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:
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 | Total | |||
PPSP-R (1) | PPSP-NR (1) | Petros 2 | Saúde Petrobras | ||
Balance at December 31, 2022 | 3,890 | 1,380 | 163 | 5,813 | 11,246 |
Recognized in the Statement of Income | 367 | 126 | 22 | 638 | 1,153 |
Current service cost | 8 | 2 | 8 | 108 | 126 |
Net interest | 359 | 124 | 14 | 530 | 1,027 |
Recognized in Equity - other comprehensive income | 109 | − | − | − | 109 |
Remeasurement effects (2) | 109 | − | − | − | 109 |
Cash effects | (285) | (84) | (5) | (309) | (683) |
Contributions paid | (271) | (78) | (5) | (309) | (663) |
Payments related to Term of financial commitment (TFC) | (14) | (6) | − | − | (20) |
Other changes | 169 | 59 | 7 | 244 | 479 |
Others | − | − | − | 1 | 1 |
Translation Adjustment | 169 | 59 | 7 | 243 | 478 |
Balance at September 30, 2023 | 4,250 | 1,481 | 187 | 6,386 | 12,304 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. | |||||
(2) It relates to a complement of 2022. |
Pension Plans | Health Care Plan |
Other plans |
Total | |||
PPSP-R (1) | PPSP-NR (1) | Petros 2 | Saúde Petrobras | |||
Balance at December 31, 2021 | 4,050 | 1,169 | 165 | 4,485 | 11 | 9,880 |
Recognized in the Statement of Income | 346 | 109 | 25 | 459 | − | 939 |
Current service cost | 7 | 1 | 10 | 79 | − | 97 |
Net interest | 339 | 108 | 15 | 380 | − | 842 |
Cash effects | (1,212) | (389) | − | (268) | − | (1,869) |
Contributions paid | (200) | (65) | − | (268) | − | (533) |
Payments related to Term of financial commitment (TFC) (2) | (1,012) | (324) | − | − | − | (1,336) |
Other changes | 164 | 49 | 4 | 133 | (11) | 339 |
Others | − | − | 1 | 1 | (11) | (9) |
Translation Adjustment | 164 | 49 | 3 | 132 | − | 348 |
Balance at September 30, 2022 | 3,348 | 938 | 194 | 4,809 | − | 9,289 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. | ||||||
(2) It includes payment of part of the TFC principal made on February 25, 2022. | ||||||
The net expense with pension and healthcare plans is presented below:
25 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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) | (36) | (7) | (10) | (223) | (276) |
Related to retirees (other income and expenses) | (331) | (119) | (12) | (415) | (877) |
Net costs for Jan-Sep/2023 | (367) | (126) | (22) | (638) | (1,153) |
Related to active employees (cost of sales and expenses) | (25) | (4) | (15) | (167) | (211) |
Related to retirees (other income and expenses) | (321) | (105) | (10) | (292) | (728) |
Net costs for Jan-Sep/2022 | (346) | (109) | (25) | (459) | (939) |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. | |||||
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) | (12) | (3) | (3) | (76) | (94) |
Related to retirees (other income and expenses) | (113) | (41) | (4) | (142) | (300) |
Net costs for Jul-Sep/2023 | (125) | (44) | (7) | (218) | (394) |
Related to active employees (cost of sales and expenses) | (8) | (1) | (5) | (55) | (69) |
Related to retirees (other income and expenses) | (105) | (34) | (3) | (95) | (237) |
Net costs for Jul-Sep/2022 | (113) | (35) | (8) | (150) | (306) |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
13.3.2. | Contributions |
In the nine-month period ended September 30, 2023, the Company contributed with US$ 683 (US$ 1,869 in the same period of 2022 , to the defined benefit plans (reducing the balance of obligations of these plans, as presented in note 13.3.1), and with US$ 156 and US$ 1, respectively, to the defined contribution portions of PP-2 and PP-3 plans (US$ 135 for PP-2 and US$ 1 for PP-3 in the same period of 2022).
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.
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) fines 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; and (iii) administrative and judicial proceedings that discuss the difference in special participation and royalties in several fields. |
26 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
· | 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 | 09.30.2023 | 12.31.2022 |
Labor claims | 769 | 737 |
Tax claims | 553 | 466 |
Civil claims | 1,721 | 1,504 |
Environmental claims | 322 | 303 |
Total | 3,365 | 3,010 |
Jan-Sep/2023 | Jan-Sep/2022 | |
Opening Balance | 3,010 | 2,018 |
Additions, net of reversals | 379 | 552 |
Use of provision | (437) | (356) |
Revaluation of existing proceedings and interest charges | 284 | 264 |
Others | (3) | − |
Translation adjustment | 132 | 41 |
Closing Balance | 3,365 | 2,519 |
In preparing its unaudited condensed consolidated interim financial statements for September 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:
Non-current assets | 09.30.2023 | 12.31.2022 |
Tax | 9,532 | 7,876 |
Labor | 958 | 907 |
Civil | 2,753 | 2,089 |
Environmental | 108 | 109 |
Others | 71 | 72 |
Total | 13,422 | 11,053 |
Jan-Sep/2023 | Jan-Sep/2022 | |
Opening Balance | 11,053 | 8,038 |
Additions | 1,099 | 1,314 |
Use | (78) | (98) |
Accruals and charges | 886 | 635 |
Others | (3) | (6) |
Translation adjustment | 465 | 163 |
Closing Balance | 13,422 | 10,046 |
The Company maintains a Negotiated Legal Proceeding (NJP) agreement with the Brazilian National Treasury Attorney General's Office (PGFN), aiming to postpone judicial deposits related to federal tax lawsuits with values exceeding US$ 40 (R$ 200 million), which allows judicial discussion without the immediate disbursement.
To achieve this, the Company makes production capacity available as a guarantee from the Tupi, Sapinhoá, and Roncador fields. As the judicial deposits are made, the mentioned capacity is released for other processes that may be included in the NJP.
The Company’s management understands that the mentioned NJP provides greater cash predictability and ensures the maintenance of federal tax regularity. As of September 30, 2023, the balance of production capacity held in guarantee in the NJP is US$ 8,834.
27 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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 | 09.30.2023 | 12.31.2022 |
Tax | 36,240 | 32,094 |
Labor | 9,562 | 8,272 |
Civil | 8,741 | 7,548 |
Environmental | 1,417 | 1,257 |
Total | 55,960 | 49,171 |
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, comprising 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. |
14.3.1. | Minimum Compensation Based on Employee's Position and Work Schedule (Remuneração Mínima por Nível e Regime - RMNR) |
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.
In 2018, the Brazilian Superior Labor Court (TST) ruled against the Company, which filed extraordinary appeals to the Brazilian Supreme Federal Court (STF) which 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 against the Judge-Rapporteur was initiated. 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. Thus, the appeals returned to the voting agenda of the STF for the conclusion of the trial by November 10, 2023.
28 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
As of September 30, 2023, the balance of provisions for legal proceedings regarding RMNR amounts to US$ 139, while the contingent liabilities amount to US$ 7,841.
14.4. | Class actions and related proceedings |
14.4.1. | Class actions in the Netherlands |
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, PO&G and certain former members of the Company’s management were rejected and; (ii) the Court declared that Petrobras and the PGF acted illegally in relation to their investors, although the Court expressed it does not consider itself sufficiently informed about relevant aspects of Brazilian, Argentine and Luxembourger laws to definitively decide on the merits of the action.
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. The eventual restitution for the alleged damages will only be determined by judicial decisions in later actions. Thus, the Company is unable to provide a reliable estimate of the potential loss in this dispute.
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.
14.4.2. | Arbitrations and other proceedings in Argentina |
In relation to the arbitration in Argentina, the Argentine Supreme Court denied the appeal, but the Consumidores Damnificados Asociación Civil para su Defensa (formerly Consumidores Financieros Asociación Civil, "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. The Company is unable to provide a reliable estimate of the potential loss in this arbitration.
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. The Company presented its defense on August 30, 2023. The Company denies such allegations and will vigorously defend itself against the accusations made by the author of the collective action. The Company is unable to provide a reliable estimate of the potential loss in this proceeding.
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. The Company presented its defense, as well as 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.
29 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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 nine-month period ended September 30, 2023.
14.4.3. | Lawsuit in United States regarding Sete Brasil Participações S.A (“Sete”) |
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, when an appeal was filed with the Federal Court of Appeals for the District of Columbia, which is still pending judgement. 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.
14.4.4. | Arbitrations proposed by non-controlling Shareholders in Brazil |
In the nine-month period ended September 30, 2023, there were partial decisions which did not change the assessment and the available information on this proceeding. Thus, the Company is unable to provide a reliable estimate of the potential loss in these arbitrations.
For more information, see explanatory note 18.5 to the financial statements for the year ended December 31, 2022.
14.5. | Legal proceedings - Compulsory Loan – Eletrobras |
In the nine-month period ended September 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.
14.6. | Lawsuits brought by natural gas distributors and others |
In the nine-month period ended September 30, 2023, there were no events that changed the assessment and information on lawsuits and arbitrations, except for the case related to the natural gas distributor operating in the state of Sergipe.
In the state of Sergipe, the sale of gas has been taking place under the terms of the injunction granted in a legal proceeding since January 2022, which has been revoked by the Judiciary. Currently, the Company no longer supplies gas to the distributor, considering that it has been obtaining the mentioned commodity from other suppliers.
For more information, see explanatory note 18.7 to the financial statements for the year ended December 31, 2022.
30 |
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:
09.30.2023 | 12.31.2022 | |
Onshore | 446 | 418 |
Shallow waters | 4,668 | 4,399 |
Deep and ultra-deep post-salt | 10,052 | 9,988 |
Pre-salt | 4,038 | 3,795 |
Total | 19,204 | 18,600 |
Changes in the provision for decommissioning costs are presented as follows:
Non-current liabilities |
2023 Jan-Sep |
2022 Jan-Sep |
Opening balance | 18,600 | 15,619 |
Adjustment to provision | 22 | 38 |
Transfers related to liabilities held for sale (1) | (6) | (1,075) |
Use of provisions | (819) | (629) |
Interest accrued | 629 | 362 |
Others | (5) | (1) |
Translation adjustment | 783 | 576 |
Closing balance | 19,204 | 14,890 |
(1) In the nine-month period ended September 30, 2022, it refers to the Golfinho and Camarupim Group (US$ 103), in Espírito Santo, the Albacora Leste Field (US$ 374), in Rio de Janeiro, the Norte Capixaba Group (US$ 32), in Espírito Santo state, and the Potiguar Group (US$ 566), in Rio Grande do Norte state. |
16. | Other assets and liabilities |
Assets | 09.30.2023 | 12.31.2022 | |
Escrow account and/ or collateral | 1,327 | 1,087 | |
Advances to suppliers | 1,590 | 1,561 | |
Prepaid expenses | 442 | 363 | |
Derivatives transactions | 129 | 54 | |
Assets related to E&P partnerships | 145 | 71 | |
Others | 230 | 194 | |
3,863 | 3,330 | ||
Current | 1,775 | 1,777 | |
Non-Current | 2,088 | 1,553 | |
Liabilities | 09.30.2023 | 12.31.2022 | |
Obligations arising from divestments | 1,216 | 1,355 | |
Contractual retentions | 695 | 601 | |
Advances from customers | 472 | 906 | |
Provisions for environmental expenses, research and development and fines | 707 | 674 | |
Other taxes | 356 | 293 | |
Unclaimed dividends | 308 | 241 | |
Derivatives transactions | 183 | 147 | |
Various creditors | 66 | 95 | |
Others | 636 | 661 | |
4,639 | 4,973 | ||
Current | 2,767 | 3,001 | |
Non-Current | 1,872 | 1,972 | |
31 |
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 | 2,538 | 55,147 | 14,838 | 38,434 | 19,212 | 130,169 |
Cost | 4,343 | 105,429 | 23,938 | 67,581 | 29,670 | 230,961 |
Accumulated depreciation and impairment (4) | (1,805) | (50,282) | (9,100) | (29,147) | (10,458) | (100,792) |
Additions | − | 330 | 8,555 | 7 | 11,541 | 20,433 |
Decommissioning costs - Additions to / review of estimates | − | − | − | 7 | − | 7 |
Capitalized borrowing costs | − | − | 917 | − | − | 917 |
Signature Bonuses Transfers (5) | − | − | − | 16 | − | 16 |
Write-offs | (8) | (259) | (45) | (34) | (152) | (498) |
Transfers (6) | (3) | 2,536 | (4,187) | 1,853 | 1 | 200 |
Transfers to assets held for sale | (16) | (36) | (8) | (25) | − | (85) |
Depreciation, amortization and depletion | (62) | (3,710) | − | (3,423) | (3,955) | (11,150) |
Impairment recognition | − | (201) | (320) | (5) | − | (526) |
Impairment reversal | 1 | 14 | − | − | 28 | 43 |
Translation adjustment | 109 | 2,283 | 672 | 1,568 | 713 | 5,345 |
Balance at September 30, 2023 | 2,559 | 56,104 | 20,422 | 38,398 | 27,388 | 144,871 |
Cost | 4,426 | 111,680 | 29,652 | 71,894 | 40,861 | 258,513 |
Accumulated depreciation and impairment (4) | (1,867) | (55,576) | (9,230) | (33,496) | (13,473) | (113,642) |
Balance at December 31, 2021 | 2,383 | 53,126 | 16,922 | 35,847 | 17,052 | 125,330 |
Cost | 4,080 | 98,085 | 25,954 | 61,906 | 26,382 | 216,407 |
Accumulated depreciation and impairment (4) | (1,697) | (44,959) | (9,032) | (26,059) | (9,330) | (91,077) |
Additions | − | 656 | 4,943 | 47 | 5,580 | 11,226 |
Decommissioning costs - Additions to / review of estimates | − | − | − | 11 | − | 11 |
Capitalized borrowing costs | − | − | 787 | − | − | 787 |
Signature Bonuses Transfers (5) | − | − | − | 1,177 | − | 1,177 |
Write-offs | (2) | (758) | (990) | (614) | (1,464) | (3,828) |
Transfers (6) | 83 | 3,713 | (6,682) | 3,016 | − | 130 |
Transfers to assets held for sale | (11) | (1,977) | (342) | (1,418) | (27) | (3,775) |
Depreciation, amortization and depletion | (65) | (3,561) | − | (3,938) | (3,344) | (10,908) |
Impairment recognition | − | (53) | (269) | (42) | − | (364) |
Impairment reversal | − | 12 | 2 | 11 | − | 25 |
Translation adjustment | 71 | 1,933 | 595 | 1,240 | 470 | 4,309 |
Balance at September 30, 2022 | 2,459 | 53,091 | 14,966 | 35,337 | 18,267 | 124,120 |
Cost | 4,187 | 100,792 | 24,267 | 63,236 | 27,953 | 220,435 |
Accumulated depreciation and impairment (4) | (1,728) | (47,701) | (9,301) | (27,899) | (9,686) | (96,315) |
(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 Anita Garibaldi, FPSO Almirante Barroso and FPSO Anna Nery, and the respective effect on lease liability (note 25).
32 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
17.2. | Estimated useful life |
The useful life of assets depreciated are shown below:
Asset | Weighted average useful life in years |
Buildings and improvement | 40 (between 25 and 50) |
Equipment and other assets | 20 (3 to 31) - except assets by the units of production method |
Exploration and development costs | Units of production method |
Right-of-use | 8 (between 2 and 47) |
17.3. | Right-of-use assets |
The right-of-use assets comprise the following underlying assets:
Platforms | Vessels | Properties | Total | |
Balance at September 30, 2023 | 16,694 | 8,576 | 2,118 | 27,388 |
Cost | 21,344 | 16,705 | 2,812 | 40,861 |
Accumulated depreciation and impairment | (4,650) | (8,129) | (694) | (13,473) |
Balance at December 31, 2022 | 9,211 | 8,254 | 1,747 | 19,212 |
Cost | 12,604 | 14,788 | 2,278 | 29,670 |
Accumulated depreciation and impairment | (3,393) | (6,534) | (531) | (10,458) |
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-Sep/2023 | Jan-Sep/2022 | |||||
Opening balance | 407 | 364 | ||||
Additions/(Write-offs) on PP&E | 26 | (26) | ||||
Other income and expenses | 39 | 12 | ||||
Translation adjustments | 16 | 10 | ||||
Closing balance | 488 | 360 |
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 nine-month period ended September 30, 2023, the capitalization rate was 6.93% p.a. (6.62% p.a. for the nine-month period ended September 30, 2022).
33 |
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 | 2,523 | 439 | 24 | 2,986 |
Cost | 2,578 | 1,560 | 24 | 4,162 |
Accumulated amortization and impairment | (55) | (1,121) | − | (1,176) |
Addition | 148 | 132 | − | 280 |
Capitalized borrowing costs | − | 10 | − | 10 |
Write-offs | (35) | − | − | (35) |
Transfers | − | 1 | − | 1 |
Signature Bonuses Transfers (2) | (16) | − | − | (16) |
Amortization | (3) | (71) | − | (74) |
Impairment recognition (note 19) | (364) | − | − | (364) |
Translation adjustment | 108 | 19 | 1 | 128 |
Balance at September 30, 2023 | 2,361 | 530 | 25 | 2,916 |
Cost | 2,780 | 1,760 | 25 | 4,565 |
Accumulated amortization and impairment | (419) | (1,230) | − | (1,649) |
Estimated useful life in years | (3) | 5 | Indefinite | |
Balance at December 31, 2021 | 2,695 | 308 | 22 | 3,025 |
Cost | 2,744 | 1,321 | 22 | 4,087 |
Accumulated amortization and impairment | (49) | (1,013) | − | (1,062) |
Addition | 895 | 129 | − | 1,024 |
Capitalized borrowing costs | − | 8 | − | 8 |
Write-offs | (12) | (1) | − | (13) |
Transfers | (9) | (1) | − | (10) |
Signature Bonuses Transfers (2) | (1,177) | − | − | (1,177) |
Amortization | (3) | (53) | − | (56) |
Impairment recognition | − | (1) | − | (1) |
Translation adjustment | 46 | 5 | 1 | 52 |
Balance at September 30, 2022 | 2,435 | 394 | 23 | 2,852 |
Cost | 2,488 | 1,488 | 23 | 3,999 |
Accumulated amortization and impairment | (53) | (1,094) | − | (1,147) |
Estimated useful life in years | (3) | 5 | Indefinite | |
(1) It comprises mainly signature bonuses (amounts paid in concession contracts for oil or natural gas exploration and production sharing), in addition to public service concessions, trademarks and patents and others. | ||||
(2) Transfers to PP&E. In 2023, it refers to the declaration of commerciality of the Manjuba field. In 2022, it relates to the Itapu, Atapu and Sepia. | ||||
(3) Mainly composed of assets with indefinite useful lives, which are reviewed annually to determine whether events and circumstances continue to support an indefinite useful life assessment. |
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$ 146 (R$ 729 million).
34 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
19. | Impairment |
(Losses) / reversals | Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 |
Property, plant and equipment | (483) | (339) | (79) | (256) |
Intangible assets | − | (1) | − | − |
Assets classified as held for sale | 1 | (82) | 1 | 1 |
Impairment losses | (482) | (422) | (78) | (255) |
Investments | 8 | (8) | 7 | 2 |
Exploratory assets (note 20) | (364) | − | (364) | − |
Net effect within the statement of income | (838) | (430) | (435) | (253) |
Losses | (898) | (475) | (444) | (256) |
Reversals | 60 | 45 | 9 | 3 |
The Company tests annually its assets for impairment or when there is an indication that their carrying amount may not be recoverable.
In the nine-month period ended September 30, 2023, the Company recognized net impairment losses amounting to US$ 482, mainly arising from:
· | the assessment of the second refining unit of RNEST, which resulted in the recognition of a US$ 383 loss, mainly due to: (i) review of the scope for the implementation of logistics infrastructure, with an increase in necessary investments; (ii) increase in the discount rate to 7.4% p.a. (from 7.1% p.a. in December 2022); and (iii) appreciation of the real against the dollar on estimated future cash flows. |
Moreover, assessments carried out on exploratory assets located in the pre-salt layer of the Campos basin (blocks C-M-210, C-M-277, C-M-344, C-M-346, C-M-411 and C-M-413), due to the economic unfeasibility of projects in the phase of production development, resulted in the recognition of a US$ 364 loss. In October 2023, the Company’s management approved the full and voluntary return of these blocks to the ANP.
In the nine-month period ended September 30, 2022, the Company recognized net impairment losses amounting to US$ 422, mainly due to:
· | postponement of the beginning of operations of the Natural Gas Processing Unit (UPGN) of the Gaslub plant in Itaboraí, in the state of Rio de Janeiro, due to the termination of the agreement with the contractor responsible for the works, resulting in the recognition of a US$ 251 impairment loss in the CGU Itaboraí Utilities (taking into account a discount rate in constant currency of 5.40% p.a.); |
· | 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$ 52 impairment loss; |
· | 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$ 51 impairment loss; |
· | 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$ 44 impairment loss. |
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:
35 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (1) | Jan-Sep/2023 | Jan-Sep/2022 |
Property plant and equipment | ||
Opening Balance | 1,876 | 1,994 |
Additions | 339 | 246 |
Write-offs | (1) | (14) |
Transfers | (813) | (85) |
Translation adjustment | 92 | 66 |
Closing Balance | 1,493 | 2,207 |
Intangible assets | ||
Opening Balance | 2,406 | 2,576 |
Additions | 147 | 840 |
Write-offs | (35) | − |
Transfers | (16) | (1,187) |
Losses on exploration expenditures written off | (364) | − |
Translation adjustment | 104 | 93 |
Closing Balance | 2,242 | 2,322 |
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs | 3,735 | 4,529 |
(1) Amounts capitalized and subsequently expensed in the same period have been excluded from this table. |
The transfers which occurred in Property plant and equipment during the nine-month period ending September 30, 2023 were destined for the production development projects of the Raia Pintada and Raia Manta fields, related to the BM-C-33 block (US$ 750), and the Sépia field (US$ 44).
The additions occurred in Intangible assets during the nine-month period ending September 30, 2022 mainly refer to the Sépia field (US$ 424), Atapu field (US$ 416), while the transfers mainly refer to these fields, as well as the Itapu field (US$ 337).
From January to September 2023, the recognition of losses in Intangible assets (US$ 364) was due to the economic unfeasibility of projects in blocks C-M-210, C-M-277, C-M-344, C-M-346, C-M-411, and C-M-413 in the Campos Basin (pre-salt layer), which were in the phase of production development. In October 2023, the Company’s Management approved the voluntary full return of these blocks to the ANP.
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-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Exploration costs recognized in the statement of income | ||||
Geological and geophysical expenses | (420) | (240) | (103) | (105) |
Exploration expenditures written off (includes dry wells and signature bonuses) | (410) | (128) | (372) | (34) |
Contractual penalties on local content requirements | 9 | 140 | 2 | 32 |
Other exploration expenses | (7) | (2) | (7) |
-
|
Total expenses | (828) | (230) | (480) | (107) |
Cash used in: | ||||
Operating activities | 428 | 241 | 111 | 106 |
Investment activities | 501 | 1,102 | 195 | 122 |
Total cash used | 929 | 1,343 | 306 | 228 |
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 |
· | 21 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. |
36 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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$ 135 gain for the reversal of this liability as of September 30, 2022.
As of September 30, 2023, under the terms of the agreement, Petrobras commits to investing US$ 333 (R$ 1,669 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$ 1,711 (US$ 1,748 as of December 31, 2022), which is still in force as of September 30, 2023, net of commitments undertaken. As of September 30, 2023, the collateral comprises future crude oil production capacity from Marlim and Buzios producing fields, already in production, pledged as collateral, in the amount of US$ 1,698 (US$ 1,648 as of December 31, 2022) and bank guarantees of US$ 13 (US$ 100 as of December 31, 2022).
22. | Investments |
22.1. | Investments in associates and joint ventures |
0 | Joint Ventures | Associates (1) | Total |
Balance at December 31, 2022 | 546 | 1,020 | 1,566 |
Investments | 12 | 10 | 22 |
Results of equity-accounted investments | (22) | (213) | (235) |
Translation adjustment | 2 | (83) | (81) |
Other comprehensive income | 1 | 165 | 166 |
Dividends | (63) | (1) | (64) |
Balance at September 30, 2023 | 476 | 898 | 1,374 |
(1) It includes other investments. |
Joint Ventures | Associates (1) | Total | |
Balance at December 31, 2021 | 509 | 1,001 | 1,510 |
Investments | 15 | 5 | 20 |
Transfer to assets held for sale | 1 | (58) | (57) |
Restructuring, capital decrease and others | (2) | (14) | (16) |
Results of equity-accounted investments | 220 | 153 | 373 |
Translation adjustment | 1 | (1) | − |
Other comprehensive income | 1 | 119 | 120 |
Dividends | (173) | (105) | (278) |
Balance at September 30, 2022 | 572 | 1,100 | 1,672 |
(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:
37 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
09.30.2023 | 12.31.2022 | ||||
E&P | RT&M | Corporate and other businesses | Total | Total | |
Assets classified as held for sale | |||||
Inventories | - | 24 | − | 24 | 21 |
Investments | - | − | − | - | - |
Property, plant and equipment | 12 | 23 | − | 35 | 3,587 |
Others | - | − | − | - | - |
Total | 12 | 47 | − | 59 | 3,608 |
Liabilities on assets classified as held for sale | |||||
Finance debt | - | - | - | - | 133 |
Provision for decommissioning costs | 109 | - | - | 109 | 1,332 |
Total | 109 | − | − | 109 | 1,465 |
23.1. | Sales pending closing at September 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 September 30, 2023, it corresponds to Lubrificantes e Derivados de Petróleo do Nordeste (LUBNOR) refinery and its associated logistics assets, located in the state of Ceará.
For more information on this transaction (which is subject to certain conditions precedent), see note 30.1 of the Company's consolidated financial statements of 2022.
From January to September 2023, no new contracts were signed.
23.2. | Sales closed in the nine-month period ended September 30, 2023 |
Transaction | Acquirer |
Signature date (S) Closing date (C) |
Sale amount (1) (2) | Gain/ (loss) (3) | Further infor-mation |
Sale of its entire interest in Albacora Leste producing field, located in the Campos Basin | Petro Rio Jaguar Petróleo LTDA (PetroRio), a subsidiary of Petro Rio S.A. |
April 2022 (S) January 2023 (C) |
1,928 | 576 | a |
Sale of the Company's entire interest in a set of four onshore production fields, with integrated facilities, located in the state of Espírito Santo, jointly called Norte Capixaba group of fields | Seacrest Petróleo SPE Norte Capixaba Ltda., a wholly-owned subsidiary of Seacrest Exploração e Produção de Petróleo Ltda. |
February 2022 (S) April 2023 (C) |
474 | 341 | b |
Sale of the Company's entire interest (100%) in a set of 22 production onshore and shallow water fields, together with their associated infrastructure, located in the Potiguar Basin, in the state of Rio Grande do Norte, jointly called Potiguar group of fields | 3R Potiguar S.A., a wholly-owned subsidiary of 3R Petroleum Óleo e Gás S.A. |
January 2022 (S) June 2023 (C) |
1,445 | 482 | c |
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. | BW Energy Maromba do Brasil Ltda (BWE) |
June 2022 (S) August 2023 (C) |
15 | (37) | d |
Total | 3,862 | 1,362 | |||
(1) Value agreed on the signing date, plus price adjustments on the closing date, when provided for in the contract. | |||||
(2) The amount of "Proceeds from disposal of assets" in the Statement of Cash Flows is composed of amounts received this period, including installments of operations from previous years, and advances referring to operations not completed. | |||||
(3) Recognized in “Results on disposal/write-offs of assets” (note 6). |
a) | Sale of Albacora Leste field |
The transaction was closed after the fulfillment of conditions precedent, with the receipt, in cash, of US$ 1,635, including price adjustments provided for in the contract, in addition to US$ 293 received at the transaction signing. In addition,
38 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Petrobras is expected to receive up to US$ 250 in contingent payments provided for in the contract, depending on future Brent prices.
b) | Sale of Norte Capixaba group of fields |
The transaction was closed with the receipt of US$ 427, including price adjustments provided for in the contract, in addition to US$ 36 received at the transaction signing. In addition, there is up to US$ 66 in contingent payments for Petrobras provided for in the contract, depending on future Brent prices, of which the Company recognized US$ 11 as a receivable in April 2023.
c) | Sale of Potiguar group of fields |
The transaction was closed with the receipt of US$ 1,100, including price adjustments provided for in the contract, in addition to US$ 110 received at the transaction signing. The Company will also receive US$ 235 in 4 equal annual installments starting March 2024.
d) | Sale of Golfinho and Camarupim groups of fields |
The transaction was closed with the receipt of US$ 12, including price adjustments provided for in the contract, in addition to US$ 3 received at transaction signing. In addition, there is up to US$ 60 in contingent payments for Petrobras provided for in the contract, depending on future Brent prices and asset development.
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 | Contingent assets at the closing date | Assets recognized in 2023 |
Assets recognized in previous periods |
Balance of contingent assets as of September 30, 2023 | |
Sales in previous years | ||||||
Riacho da Forquilha group of fields | December 2019 | 62 | 30 | 28 | 4 | |
Pampo and Enchova group of fields | July 2020 | 650 | 15 | 180 | 455 | |
Baúna field | November 2020 | 285 | 27 | 132 | 126 | |
Miranga group of fields | December 2021 | 85 | − | 55 | 30 | |
Cricare group of fields | December 2021 | 118 | − | 22 | 96 | |
Peroá group of fields | August 2022 | 43 | − | 10 | 33 | |
Papa-Terra field | December 2022 | 90 | 1 | 15 | 74 | |
Sales in the period | ||||||
Albacora Leste field | January 2023 | 250 | 10 | − | 240 | |
Norte Capixaba group of fields | April 2023 | 66 | 11 | − | 55 | |
Golfinho and Camarupim groups of fields | August 2023 | 60 | − | − | 60 | |
Surplus volume of the Transfer of Rights Agreement | ||||||
Sepia and Atapu | April 2022 | 5,244 | 43 | 693 | 4,508 | |
Total | 6,953 | 137 | 1,135 | 5,681 |
39 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
24. | Finance debt |
24.1. | Balance by type of finance debt |
In Brazil | 09.30.2023 | 12.31.2022 |
Banking market | 1,263 | 1,285 |
Capital market | 3,013 | 2,896 |
Development banks (1) | 690 | 723 |
Others | 2 | 4 |
Total | 4,968 | 4,908 |
Abroad | ||
Banking market | 7,600 | 8,387 |
Capital market | 14,756 | 14,061 |
Export credit agency | 1,978 | 2,443 |
Others | 160 | 155 |
Total | 24,494 | 25,046 |
Total finance debt | 29,462 | 29,954 |
Current | 4,380 | 3,576 |
Non-current | 25,082 | 26,378 |
(1) It includes BNDES, FINAME and FINEP |
Current finance debt is composed of:
09.30.2023 | 12.31.2022 | |
Short-term debt | 8 | − |
Current portion of long-term debt | 3,855 | 3,111 |
Accrued interest on short and long-term debt | 517 | 465 |
Total | 4,380 | 3,576 |
The capital market balance is mainly composed of US$ 14,147 in global notes issued abroad by the wholly owned subsidiary PGF, as well as US$ 1,923 in debentures and US$ 930 in commercial notes issued by Petrobras in reais in Brazil.
The balance in global notes has maturities between 2024 to 2115 and does not require collateral. Such financing was carried out in dollars, euros and pounds, 88%, 2% and 10%, of the total global notes, respectively.
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 September 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 | 4,907 | 25,047 | 29,954 |
Proceeds from finance debt | 15 | 1,285 | 1,300 |
Repayment of principal (1) | (264) | (2,021) | (2,285) |
Repayment of interest (1) | (299) | (1,195) | (1,494) |
Accrued interest (2) | 331 | 1,374 | 1,705 |
Foreign exchange/ inflation indexation charges | 93 | (152) | (59) |
Translation adjustment | 201 | 157 | 358 |
Modification of contractual cash flows | (17) | − | (17) |
Balance at September 30, 2023 | 4,967 | 24,495 | 29,462 |
40 |
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 | 4,517 | 31,183 | 35,700 |
Proceeds from finance debt | 573 | 1,957 | 2,530 |
Repayment of principal (1) | (932) | (6,560) | (7,492) |
Repayment of interest (1) | (259) | (1,128) | (1,387) |
Accrued interest (2) | 296 | 1,399 | 1,695 |
Foreign exchange/ inflation indexation charges | 96 | (602) | (506) |
Translation adjustment | 164 | 151 | 315 |
Balance at September 30, 2022 | 4,455 | 26,400 | 30,855 |
(1) It includes pre-payments. | |||
(2) It includes premium and discount over notional amounts, as well as gains and losses by modifications in contractual cash flows. |
In the nine-month period ended September 30, 2023, the Company repaid several finance debts, in the amount of US$ 4,054.
In the same period, the Company raised funds through the issuance of Global notes in the international capital market due in 2033 in the amount of US$ 1,235.
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$17 per modification.
24.3. | Reconciliation with cash flows from financing activities |
Jan-Sep/2023 | Jan-Sep/2022 | |||||
Proceeds from finance debt | Repayment of principal | Repayment of interest | Proceeds from finance debt | Repayment of principal | Repayment of interest | |
Changes in finance debt | 1,300 | (2,285) | (1,494) | 2,530 | (7,492) | (1,387) |
Repurchase of debt securities | 43 | − | (120) | − | ||
Deposits linked to finance debt (1) | (240) | (78) | (184) | (51) | ||
Net cash used in financing activities | 1,300 | (2,482) | (1,572) | 2,530 | (7,796) | (1,438) |
(1) Deposits linked to finance debt with China Development Bank, with semiannual settlements in June and December. |
41 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
24.4. | Summarized information on current and non-current finance debt |
Maturity in | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 onwards | Total (1) | Fair Value |
Financing in U.S.Dollars (US$): | 1,484 | 3,350 | 2,570 | 1,506 | 2,444 | 10,760 | 22,114 | 21,954 |
Floating rate debt (2) | 1,410 | 2,697 | 1,935 | 1,143 | 1,740 | 652 | 9,577 | |
Fixed rate debt | 74 | 653 | 635 | 363 | 704 | 10,108 | 12,537 | |
Average interest rate p.a. | 6.3% | 6.8% | 6.3% | 6.6% | 6.0% | 6.6% | 6.6% | |
Financing in Brazilian Reais (R$): | 165 | 516 | 236 | 470 | 134 | 3,447 | 4,968 | 5,101 |
Floating rate debt (3) | 43 | 43 | 141 | 141 | 40 | 1,911 | 2,319 | |
Fixed rate debt | 122 | 473 | 95 | 329 | 94 | 1,536 | 2,649 | |
Average interest rate p.a. | 6.1% | 6.8% | 6.9% | 6.8% | 7.2% | 7.0% | 6.8% | |
Financing in Euro (€): | − | 38 | 287 | − | − | 580 | 905 | 889 |
Fixed rate debt | − | 38 | 287 | − | − | 580 | 905 | |
Average interest rate p.a. | − | 4.7% | 4.7% | − | − | 4.7% | 4.7% | |
Financing in Pound Sterling (£): | 28 | 24 | − | 564 | − | 859 | 1,475 | 1,365 |
Fixed rate debt | 28 | 24 | − | 564 | − | 859 | 1,475 | |
Average interest rate p.a. | 6.2% | 6.3% | − | 6.2% | − | 6.5% | 6.3% | |
Total as of September 30, 2023 | 1,677 | 3,928 | 3,093 | 2,540 | 2,578 | 15,646 | 29,462 | 29,309 |
Average interest rate | 6.2% | 6.7% | 6.3% | 6.6% | 6.2% | 6.6% | 6.5% | |
Total as of December 31, 2022 | 3,576 | 3,943 | 3,079 | 2,523 | 2,892 | 13,941 | 29,954 | 29,853 |
Average interest rate | 6.7% | 6.5% | 6.1% | 6.2% | 6.0% | 6.6% | 6.5% | |
(1)The average maturity of outstanding debt as of September 30, 2023 is 11.43 years (12.07 years as of December 31, 2022). | ||||||||
(2) Operations with variable index + fixed spread. | ||||||||
(3) Operations with variable index + fixed spread, if applicable. |
The fair value of the Company's finance debt is mainly determined and categorized into a fair value hierarchy as follows:
Level 1- quoted prices in active markets for identical liabilities, when applicable, amounting to US$ 13,663 of September 30, 2023 (US$ 13,061 of December 31, 2022); and
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$ 15,646 as of September 30, 2023 (US$ 16,792 as of December 31, 2022).
Regarding the Interest Rate Benchmark Reform (IBOR Reform), there was a necessity 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.
As of September 30, 2023, 26% of the Company's finance debt has been indexed to SOFR (Secured Overnight Financing Rate) and has the CSA (Credit Spread Adjustment) negotiated with the creditors serving as a parameter, while 1.4% will still undergo contractual changes to switch to this new index.
The renegotiations performed so far have been solely for the replacement of the LIBOR benchmark and are necessary as a direct consequence of the reform of the reference interest rate. In these renegotiated cash flows, the change of the index is economically equivalent to the previous basis. Thus, the changes were prospective with the recognition of interest at the new index in the applicable periods.
Therefore, the Company does not expect material effects for the contracts that will still undergo contractual changes for the new index, considering that they will occur under market conditions.
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:
42 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Maturity | 2023 | 2024 | 2025 | 2026 | 2027 | 2028 and thereafter | 09.30.2023 | 12.31.2022 |
Principal | 1,270 | 3,848 | 3,167 | 2,607 | 2,641 | 16,392 | 29,925 | 31,703 |
Interest | 473 | 1,896 | 1,582 | 1,444 | 1,181 | 16,567 | 23,144 | 24,815 |
Total (1) | 1,743 | 5,744 | 4,749 | 4,051 | 3,822 | 32,959 | 53,069 | 56,518 |
(1) A maturity schedule of the lease arrangements (nominal amounts) is set out in note 25. |
24.5. | Lines of credit |
09.30.2023 | ||||||
Company |
Financial institution |
Date | Maturity |
Available (Lines of Credit) |
Used | Balance |
Abroad | ||||||
PGT BV | Syndicate of banks | 12/16/2021 | 11/16/2026 | 5,000 | − | 5,000 |
PGT BV (1) | Syndicate of banks | 3/27/2019 | 2/27/2026 | 2,050 | − | 2,050 |
Total | 7,050 | − | 7,050 | |||
In Brazil | ||||||
Petrobras | Banco do Brasil | 3/23/2018 | 9/26/2026 | 399 | − | 399 |
Petrobras | Banco do Brasil | 10/4/2018 | 9/5/2025 | 399 | − | 399 |
Transpetro | Caixa Econômica Federal | 11/23/2010 | Not defined | 66 | − | 66 |
Total | 864 | − | 864 | |||
(1) On June 30, 2023, Petrobras reduced part of the Revolving Credit Facility to US$ 2,050 compared to the US$ 3,250 contracted in 2019. Thus, US$ 2,050 will be available for withdrawal from July 1st, 2023, to February 27, 2026. |
25. | Lease liability |
Changes in the balance of lease liability are presented below:
In Brazil | Abroad | Total | |
Balance at December 31, 2022 | 6,020 | 17,825 | 23,845 |
Remeasurement / new contracts | 1,576 | 9,312 | 10,888 |
Payment of principal and interest (1) | (1,607) | (2,873) | (4,480) |
Interest expenses | 368 | 901 | 1,269 |
Foreign exchange losses | (116) | (771) | (887) |
Translation adjustment | 244 | 656 | 900 |
Balance at September 30, 2023 | 6,485 | 25,050 | 31,535 |
Current | 6,631 | ||
Non-current | 24,904 | ||
(1) The Statement of Cash Flows comprises US$ 14 relating to changes on liabilities held for sale. |
In Brazil | Abroad | Total | |
Balance at December 31, 2021 | 4,604 | 18,439 | 23,043 |
Remeasurement / new contracts | 1,869 | 1,688 | 3,557 |
Payment of principal and interest | (1,209) | (2,797) | (4,006) |
Interest expenses | 257 | 732 | 989 |
Foreign exchange losses | (59) | (595) | (654) |
Translation adjustment | 84 | 535 | 619 |
Transfers | − | (135) | (135) |
Balance at September 30, 2022 | 5,546 | 17,867 | 23,413 |
Current | 5,337 | ||
Non-current | 18,076 |
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 September 30, 2023 | 1,883 | 6,514 | 5,048 | 3,729 | 3,063 | 26,845 | 47,082 |
Balance at December 31, 2022 | 5,710 | 4,621 | 3,380 | 2,394 | 2,122 | 14,498 | 32,725 |
In certain contracts, there are variable payments and terms of less than 1 year recognized as an expense:
43 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
09.30.2023 | 09.30.2022 | ||
Variable payments | 927 | 864 | |
Up to 1 year maturity | 88 | 108 | |
Variable payments x fixed payments | 21% | 22% |
At September 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$ 66,286 (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 September 30, 2023 and December 31, 2022, subscribed and fully paid share capital, net of issuance costs, was US$ 107,101, represented by 7,442,454,142 common shares and 5,602,042,788 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 September 30, 2023 (US$ 2 as of December 31, 2022), the Company held treasury shares, in the amount of US$ 199, of which 222,760 are common shares and 28,808,609 are preferred shares.
26.2. | Distributions to shareholders |
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) is that established in each Strategic Plan. The 2023-2027 Strategic Plan states
the maximum threshold is US$ 65,000. |
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.
During September 2023, the Company repurchased 28,735,700 preferred shares for the amount of US$ 197, including transaction costs (US$ 59 thousand).
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.
44 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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.
Anticipation of dividends relating to 2023
In the nine-month period ended September 30, 2023, the Board of Directors approved the distribution of remuneration to shareholders in the total amount of US$ 8,042 (R$ 39,692 million), equivalent to US$ 0.6165 (R$ 3.0429) per common and preferred shares, based on the result for the period from January to June 2023 (interim), as shown in the following table:
Date of approval | Date of record | Amount per common and preferred share | Amount | |
Interim dividends - 1st quarter 2023 | 05.11.2023 | 06.12.2023 | 0.2465 | 3,215 |
Interim interest on capital - 1st quarter 2023 | 05.11.2023 | 06.12.2023 | 0.1345 | 1,755 |
Interim dividends - 2nd quarter 2023 | 08.03.2023 | 08.21.2023 | 0.1606 | 2,095 |
Interim interest on capital - 2nd quarter 2023 | 08.03.2023 | 08.21.2023 | 0.0749 | 977 |
Total anticipated dividends | 0.6165 | 8,042 | ||
Monetary restatement on anticipated dividends paid | 47 | |||
Total of anticipated dividends monetarily restated | 0.6165 | 8,089 |
(1) These amounts will be considered when determining the remaining dividends to be paid relating to 2023 when the annual amounts are calculated. |
The dividends and interest on capital relating to the first quarter of 2023 were paid in 2 equal installments on August 18 and September 20, 2023, while the dividends and interest on capital relating to the second quarter of 2023 will be paid in 2 equal installments on November 21 and December 15, 2023.
This anticipation of interest on capital resulted in a deductible expense which reduced the income tax expense by US$ 940. 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 September 30, 2023, the balance of dividends payable (US$ 4,332) 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 and second quarters of 2023.
Changes in dividends payable, within current liabilities, are set out below:
45 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Jan-Sep/2023 | Jan-Sep/2022 | |
Consolidated opening balance of dividends payable | 4,171 | − |
Opening balance of dividends payable to non-controlling shareholders | (2) | − |
Opening balance of dividends payable to shareholders of Petrobras | 4,169 | − |
Additions relating to complementary dividends | 6,864 | 6,688 |
Additions relating to anticipated dividends | 8,089 | 26,522 |
Payments made | (15,234) | (33,671) |
Monetary restatement (1) | 473 | 298 |
Transfers to unclaimed dividends | (64) | (149) |
Withholding income taxes over interest on capital and monetary restatement (2) | (289) | (229) |
Translation adjustment | 324 | 541 |
Closing balance of dividends payable to shareholders of Petrobras | 4,332 | − |
Closing balance of dividends payable to non-controlling shareholders | − | − |
Consolidated closing balance of dividends payable | 4,332 | − |
(1) It includes US$ 344 over dividends paid and US$ 129 over dividends payable. | ||
(2) It includes US$ 59 over dividends paid and US$ 414 over dividends approved in the first semester of 2023. |
In the nine-month period ended September 30, 2023, Petrobras paid the last installment of anticipated dividends of 2022, 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), the two installments anticipated dividends relating to the first quarter of 2023, as well as residual dividend payments from previous years.
Unclaimed dividends
As of September 30, 2023, the balance of dividends not claimed by shareholders of Petrobras is US$ 308 recorded as other current liabilities, as described in note 16 (US$ 241 as of December 31, 2022). The payment of these dividends was not carried out due to the lack of registration data for which the shareholders are responsible with the custodian bank for the Company's shares.
Jan-Sep/2023 | Jan-Sep/2022 | |
Changes in unclaimed dividends | ||
Opening balance | 241 | − |
Transfers from dividends payable | (7) | (149) |
Prescription | 64 | − |
Translation adjustment | 10 | 149 |
Closing Balance | 308 | − |
46 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
26.3. | Earnings per share |
Jan-Sep/2023 | Jan-Sep/2022 | |||||
Common | Preferred | Total | Common | Preferred | Total | |
Net income attributable to shareholders of Petrobras | 10,629 | 7,996 | 18,625 | 16,191 | 12,187 | 28,378 |
Weighted average number of outstanding shares | 7,442,231,382 | 5,598,777,023 | 13,041,008,405 | 7,442,231,382 | 5,601,969,879 | 13,044,201,261 |
Basic and diluted earnings per share - in U.S. dollars | 1.43 | 1.43 | 1.43 | 2.18 | 2.18 | 2.18 |
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (1) | 2.86 | 2.86 | 2.86 | 4.36 | 4.36 | 4.36 |
Jul-Sep/2023 | Jul-Sep/2022 | |||||
Common | Preferred | Total | Common | Preferred | Total | |
Net income attributable to shareholders of Petrobras | 3,115 | 2,341 | 5,456 | 5,000 | 3,763 | 8,763 |
Weighted average number of outstanding shares | 7,442,231,382 | 5,592,391,312 | 13,034,622,694 | 7,442,231,382 | 5,601,969,879 | 13,044,201,261 |
Basic and diluted earnings per share - in U.S. dollars | 0.42 | 0.42 | 0.42 | 0.67 | 0.67 | 0.67 |
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (1) | 0.84 | 0.84 | 0.84 | 1.34 | 1.34 | 1.34 |
(1) Petrobras' ADSs are equivalent to two shares. |
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. The change in the weighted average number of outstanding shares is due to the Share repurchase program (preferred shares) which is ongoing at the Company.
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 September 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:
47 |
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 | |||
09.30.2023 | 12.31.2022 | 09.30.2023 | 12.31.2022 | ||
Derivatives not designated for hedge accounting | |||||
Future contracts - total (1) | 110 | 683 | − | (40) | |
Long position/Crude oil and oil products | 8,933 | 9,058 | − | - | 2023 |
Short position/Crude oil and oil products | (8,823) | (8,375) | − | - | 2023 |
Swap (2) | − | ||||
Short position/ Soybean oil | (4) | (3) | − | − | 2023 |
Forward contracts (3) | |||||
Short position/Foreign currency forwards (BRL/USD) | (4) | − | − | - | 2023 |
Swap (3) | - | − | |||
Swap - CDI X IPCA | R$ 3,008 | R$ 3,008 | 54 | (16) | 2029/2034 |
Foreign currency / Cross-currency Swap | US$ 729 | US$ 729 | (58) | (64) | 2024/2029 |
Total recognized in the Statement of Financial Position | (4) | (120) | |||
(1) Notional value in thousands of bbl. | |||||
(2) Notional value in thousands of tons. | |||||
(3) Amounts in US$ and R$ are presented in million.
|
Gains/ (losses) recognized in the statement of income | ||||
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Commodity derivatives | ||||
Other commodity derivative transactions - Note 27.2 (a) | (20) | (135) | (89) | 87 |
Recognized in Other Income and Expenses | (20) | (135) | (89) | 87 |
Currency derivatives | ||||
Swap Pounds Sterling x Dollar | − | (390) | − | (234) |
Swap CDI x Dollar - Note 27.3 (b) | 70 | 170 | (8) | 23 |
Others | − | − | − | − |
70 | (220) | (8) | (211) | |
Interest rate derivatives | ||||
Swap - CDI X IPCA | 13 | (25) | (34) | (9) |
13 | (25) | (34) | (9) | |
Cash flow hedge on exports -Note 27.3 (a) | (2,990) | (3,597) | (758) | (1,109) |
Recognized in Net finance income (expense) | (2,907) | (3,842) | (800) | (1,329) |
Total | (2,927) | (3,977) | (889) | (1,242) |
Gains/ (losses) recognized in other comprehensive income | ||||
Jan-Sep/2023 | Jan-Sep/2022 | Jul-Sep/2023 | Jul-Sep/2022 | |
Cash flow hedge on exports - Note 27.3 (a) | 5,428 | 6,664 | (1,676) | (897) |
Guarantees given as collateral | ||||
09.30.2023 | 12.31.2022 | |||
Commodity derivatives | 109 | 96 |
A sensitivity analysis of the derivative financial instruments for the different types of market risks as of September 30, 2023 is set out as follows:
48 |
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 | - | (96) | (192) |
Future and forward contracts | Soybean oil - price changes | - | (1) | (2) |
Forward contracts | Foreign currency - depreciation BRL x USD | - | − | (1) |
− | (97) | (195) |
The probable scenario uses market references, used in pricing models for oil, oil products and natural gas markets, and considers the closing price of the asset on September 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 September 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$ 5.0076 exchange rate are set out below:
Present value of hedging instrument notional value at 09.30.2023 | |||||
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 |
October 2023 to September 2033 | 68,016 | 340,597 |
Changes in the present value of hedging instrument notional value | US$ million | R$ million |
Amounts designated as of December 31, 2022 | 62,119 | 324,121 |
Additional hedging relationships designated, designations revoked and hedging instruments re-designated | 24,374 | 121,816 |
Exports affecting the statement of income | (6,081) | (30,402) |
Principal repayments / amortization | (12,396) | (62,228) |
Foreign exchange variation | - | (12,710) |
Amounts designated as of September 30, 2023 | 68,016 | 340,597 |
Nominal value of hedging instrument (finance debt and lease liability) at September 30, 2023 | 84,201 | 421,645 |
In the nine-month period ended September 30, 2023, the Company recognized a US$ 118 gain within foreign exchange gains (losses) due to ineffectiveness (a US$ 160 loss in the same period of 2022).
49 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The average ratio of future exports for which cash flow hedge accounting was designated to the highly probable future exports is 58.45%.
A roll-forward schedule of cumulative foreign exchange losses recognized in other comprehensive income as of September 30, 2023 is set out below:
Exchange rate variation | Tax effect | Total | |
Balance at December 31, 2022 | (26,527) | 9,020 | (17,507) |
Recognized in Other comprehensive income | 2,438 | (830) | 1,608 |
Reclassified to the statement of income - occurred exports | 2,990 | (1,018) | 1,972 |
Balance at September 30, 2023 | (21,099) | 7,172 | (13,927) |
Exchange rate variation | Tax effect | Total | |
Balance at December 31, 2021 | (36,621) | 12,452 | (24,169) |
Recognized in Other comprehensive income | 3,067 | (1,043) | 2,024 |
Reclassified to the statement of income - occurred exports | 3,597 | (1,223) | 2,374 |
Balance at September 30, 2022 | (29,957) | 10,186 | (19,771) |
Additional hedging relationships may be revoked or additional reclassification adjustments from other comprehensive income 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 comprehensive income 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 September 30, 2023 is set out below:
2023 | 2024 | 2025 | 2026 | 2027 | 2028 | 2029 to 2033 | Total | |
Expected realization | (1,893) | (6,513) | (3,909) | (3,116) | (3,541) | (2,216) | 89 | (21,099) |
b) Information on ongoing contracts
As of September 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, 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 2023, the 1st repurchase plan for these debentures was closed. During the term of this plan, which started in July 2022, 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, parallel shocks of 40% and 80% were applied to the interest rate forward curves, which resulted in effects of 500 b.p. and 900 b.p., respectively, on the estimated interest rates. The effects of this sensitivity analysis, keeping all other variables remaining constant, are shown in the following table:
50 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
Possible Result | Remote Result | |
SWAP Exchange rate (IPCA x USD) | (12) | (22) |
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 interest rate 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 September 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 09.30.2023 | Probable Scenario (1) | Reasonably possible scenario |
Remote Scenario |
Dollar/Real | Assets | 8,660 | (13) | 1,732 | 3,464 |
Liabilities | (100,798) | 153 | (20,160) | (40,319) | |
Exchange rate - Cross currency swap | (601) | 1 | (120) | (240) | |
Cash flow hedge on exports | 68,016 | (103) | 13,603 | 27,206 | |
Total | (24,723) | 38 | (4,945) | (9,889) | |
Euro/Dollar | Assets | 1,387 | 68 | 277 | 555 |
Liabilities | (2,522) | (123) | (504) | (1,009) | |
Total | (1,135) | (55) | (227) | (454) | |
Pound/Dollar | Assets | 1,497 | 60 | 299 | 599 |
Liabilities | (2,953) | (118) | (591) | (1,181) | |
Total | (1,456) | (58) | (292) | (582) | |
Pound/Real | Assets | 1 | − | − | − |
Liabilities | (27) | (1) | (5) | (11) | |
Total | (26) | (1) | (5) | (11) | |
Euro/Real | Assets | 4 | − | 1 | 2 |
Liabilities | (11) | (1) | (2) | (4) | |
Total | (7) | (1) | (1) | (2) | |
Peso/Dollar | Assets | 24 | (16) | (4) | (7) |
Total | 24 | (16) | (4) | (7) | |
Total at September 30, 2023 | (27,323) | (93) | (5,474) | (10,945) | |
(1) At September 30, 2023, the probable scenario was computed based on the following risks: R$ x U.S. Dollar - a 0.15% appreciation of the Real; Peso x U.S. Dollar - a 203,3% depreciation of the Peso; Euro x Dollar: a 4.9% appreciation of the Euro; Pound Sterling x U.S. Dollar - a 4% appreciation of the Pound Sterling; Real x Euro: a 4.7% depreciation of the Real; Real x Pound Sterling - a 3.8% depreciation of the Real;. 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.
51 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
The following table presents the amounts to be disbursed by Petrobras with the payment of interest related to debts with floating interest rates at September 30, 2023:
Risk | Probable Scenario (1) |
Reasonably possible scenario |
Remote Scenario | |
LIBOR 6M | 26 | 31 | 36 | |
SOFR 3M (2) | 104 | 135 | 166 | |
SOFR 6M (2) | 116 | 138 | 160 | |
SOFR O/N (2) | 463 | 649 | 835 | |
CDI | 173 | 243 | 312 | |
TJLP | 67 | 93 | 120 | |
IPCA | 94 | 131 | 169 | |
1,043 | 1,420 | 1,798 | ||
(1) The probable scenario was calculated considering the quotations of currencies and floating rates to which the debts are indexed. | ||||
(2) It represents the Secured Overnight Financing Rate. |
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 | - | 54 | - | 54 |
Balance at September 30, 2023 | - | 54 | - | 54 |
Balance at December 31, 2022 | − | − | − | − |
Liabilities | ||||
Foreign currency derivatives | - | (58) | - | (58) |
Balance at September 30, 2023 | − | (58) | - | (58) |
Balance at December 31, 2022 | (40) | (81) | − | (121) |
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.
52 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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.
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:
09.30.2023 | 12.31.2022 | |||
Assets | Liabilities | Assets | Liabilities | |
Joint ventures and associates | ||||
Petrochemical companies (associates) | 4 | 3 | 21 | 10 |
Other associates and joint ventures | 77 | 4 | 72 | 21 |
Subtotal | 81 | 7 | 93 | 31 |
Brazilian government – Parent and its controlled entities | ||||
Government bonds | 1,718 | − | 1,689 | − |
Banks controlled by the Brazilian Government | 14,072 | 1,524 | 11,811 | 1,567 |
Petroleum and alcohol account - receivables from the Brazilian Government (note 9.1) | 253 | − | 602 | − |
Brazilian Federal Government (1) | − | 1,584 | − | 1,422 |
Pré-Sal Petróleo S.A. – PPSA | − | 1 | − | 57 |
Others | 91 | 76 | 58 | 71 |
Subtotal | 16,134 | 3,185 | 14,160 | 3,117 |
Petros | 60 | 202 | 56 | 301 |
Total | 16,275 | 3,394 | 14,309 | 3,449 |
Current | 2,087 | 1,810 | 2,603 | 2,119 |
Non-Current | 14,188 | 1,584 | 11,706 | 1,330 |
(1) It includes amounts related to lease liability. |
The income/expenses of significant transactions are set out in the following table:
53 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
2023 | 2022 | 2023 | 2022 | |
Jan-Sep | Jan-Sep | Jul-Sep | Jul-Sep | |
Joint ventures and associates | ||||
State-controlled gas distributors (joint ventures) (1) | − | 1,196 | − | − |
Petrochemical companies (associates) | 2,522 | 3,631 | 818 | 1,174 |
Other associates and joint ventures | 30 | 92 | 10 | 3 |
Subtotal | 2,552 | 4,919 | 828 | 1,177 |
Brazilian government – Parent and its controlled entities | ||||
Government bonds | 162 | 151 | 55 | 58 |
Banks controlled by the Brazilian Government | (56) | 24 | (38) | 54 |
Petroleum and alcohol account - receivables from the Brazilian Government | (5) | 53 | (33) | 7 |
Brazilian Federal Government | (151) | 37 | (9) | 114 |
Pré-Sal Petróleo S.A. – PPSA | (256) | (438) | (123) | (267) |
Others | (242) | 2 | (133) | 7 |
Subtotal | (548) | (171) | (281) | (27) |
Petros | (14) | − | (5) | − |
Total | 1,990 | 4,748 | 542 | 1,150 |
Revenues, mainly sales revenues | 2,540 | 4,983 | 826 | 1,183 |
Purchases and services | 6 | (1) | 2 | (6) |
Income (expenses) | (500) | (509) | (258) | (264) |
Foreign exchange and inflation indexation charges, net | (315) | 9 | (101) | 40 |
Finance income (expenses), net | 259 | 266 | 73 | 197 |
Total | 1,990 | 4,748 | 542 | 1,150 |
(1) In July 2022, the Company disposed its entire interest in Gaspetro. |
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:
Parent Company | ||||||
Jan-Sep/2023 | Jan-Sep/2022 | |||||
Executive Officers | Board of Directors | Total | Executive Officers | Board of Directors | Total | |
Wages and short-term benefits | 2.1 | 0.1 | 2.2 | 1.9 | − | 1.9 |
Social security and other employee-related taxes | 0.6 | − | 0.6 | 0.6 | − | 0.6 |
Post-employment benefits (pension plan) | 0.2 | − | 0.2 | 0.3 | − | 0.3 |
Variable compensation | − | − | − | 2.0 | − | 2.0 |
Benefits due to termination of tenure | 0.9 | − | 0.9 | 0.2 | − | 0.2 |
Total compensation recognized in the statement of income | 3.8 | 0.1 | 3.9 | 5.0 | − | 5.0 |
Total compensation paid (1) | 6.5 | − | 6.5 | 5.1 | − | 5.1 |
Monthly average number of members in the period | 9.00 | 11.00 | 20.00 | 9.00 | 11.00 | 20.00 |
Monthly average number of paid members in the period | 9.00 | 6.11 | 15.11 | 9.00 | 3.33 | 12.33 |
(1) It includes Variable Compensation Program (PPP) for Executive Officers. |
In the nine-month period ended September 30, 2023, expenses related to compensation of the board members and executive officers of Petrobras amounted to US$ 9 (US$ 10.4 for the same period of 2022).
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$ 313 thousand for the nine-month period ended September 30, 2023 (US$ 376 thousand with tax and social security costs). For the same period of 2022, the total compensation concerning these members was US$ 469 thousand (US$ 563 thousand with tax and social security costs).
54 |
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
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-Sep/2023 | Jan-Sep/2022 | |
Amounts paid/received during the period: | ||
Withholding income tax paid on behalf of third-parties | 1,086 | 1,133 |
Transactions not involving cash | ||
Purchase of property, plant and equipment on credit | − | 19 |
Lease | 11,456 | 5,439 |
Provision for decommissioning costs | 7 | 10 |
Use of tax credits and judicial deposit for the payment of contingency | 106 | 1,214 |
Remeasurement of property, plant and equipment acquired in previous periods | 7 | 24 |
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:
Jan-Sep/2023 | Jan-Sep/2022 | |
Reconciliation of the balance at the beginning of the period | ||
Cash and cash equivalents in statements of financial position | 7,996 | 10,467 |
Cash and cash equivalents classified as assets held for sale | − | 13 |
Cash and cash equivalents according to Statements of Cash Flows (opening balance) | 7,996 | 10,480 |
29.1. | Reconciliation of Depreciation, depletion and amortization with Statements of Cash Flows |
Jan-Sep/2023 | Jan-Sep/2022 | |
Depreciation of Property, plant and equipment | 11,150 | 10,908 |
Amortization of Intangible assets | 74 | 56 |
Capitalized depreciation | (1,457) | (961) |
Depreciation of right of use - recovery of PIS/COFINS | (119) | (106) |
Depreciation, depletion and amortization in the Statements of Cash Flows | 9,648 | 9,897 |
30. | Subsequent events |
Proposed amendment to the Company’s Bylaws
On October 30, 2023, the Company’s Board of Directors called Petrobras’ shareholders to an Extraordinary General Meeting to be held on November 30, 2023, to deliberate on proposals for amending the Bylaws.
Among the proposals is the creation of a new statutory reserve for capital remuneration, through the amendment of Article 56 of the Bylaws, in alignment with the Shareholder Remuneration Policy approved by the Board of Directors.
Anticipation of remuneration to shareholders
On November 9, 2023, the Board of Directors approved the anticipation of remuneration to shareholders in the amount of US$ 3,563 or R$ 17,460 million (US$ 0.2744 per outstanding preferred and common shares, or R$ 1.344365), based on the net income for the three-month period ended September 30, 2023. According to the Shareholder Remuneration Policy, the Company will distribute 45% of free cash flow calculated in Brazilian reais (R$ 18,435 million), deducted by the share repurchases made by the Company during the period (R$ 975 million, excluding transaction costs), which, on the date of approval, amounts to US$ 3,563, as shown in the following table:
55 |
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 | 11.09.2023 | 11.21.2023 | 0.1868 | 2,426 |
Interim interest on capital | 11.09.2023 | 11.21.2023 | 0.0876 | 1,137 |
Total | 0.2744 | 3,563 |
These dividends and interest on capital will be paid in two equal installments, on February 20, 2024, and March 20, 2024, 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.
The dividend and interest on capital per share may vary until the date of record due to the share repurchase program, which reduces the number of outstanding shares.
56 |
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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 September 30, 2023, the related condensed consolidated statements of income and comprehensive income for the three-month and nine-month periods ended September 30, 2023 and 2022, the related condensed consolidated statements of changes in shareholders’ equity and cash flows for the nine-month periods ended September 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
November 09, 2023
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. |
KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: November 9, 2023
PETRÓLEO BRASILEIRO S.A–PETROBRAS
By: /s/ Sergio Caetano Leite
______________________________
Sergio Caetano Leite
Chief Financial Officer and Investor Relations Officer