Pension and medical benefit expenses, net recognized in the
statement of income are set out as follows:
The Company’s post-retirement plans are managed by Fundação
Petrobras de Seguridade Social (Petros Foundation), which was established by Petrobras as a nonprofit legal entity governed by private
law with administrative and financial autonomy.
On March 29, 2021, the Deliberative Council of Petros approved
the financial statements of the PPSP-R and PPSP-NR plans, which presented a surplus in the fiscal year 2020, reversing the scenario of
successive deficits in the two largest defined benefit plans managed by Petros Foundation.
The table below presents the reconciliation of the surplus
of Petros Plan registered by Petros Foundation as of December 31, 2020 with the net actuarial liability registered by the Company:
On January 27, 2021, the Secretariat of Management and Governance
of the State-owned Companies (SEST) and the Superintendency of Post-retirement benefits (PREVIC), approved the establishment of Petros
Plan 3 (PP-3), as well as changes in regulations of Petros Plan - Renegotiated and Petros Plan Non-renegotiated (PPSP-R and PPSP-NR),
not including pre-70 plans, determining the process of migration of participants to PP-3.
The PP-3 is a new pension plan with defined contribution characteristics,
implemented as an exclusive option for voluntary migration of participants from the PPSP-R and PPSP-NR plans, not including pre-70 plans,
whose deadline for enrollment was on April 30, 2021. The choice for migration is irreversible and irrevocable, in addition to terminating
any link with the plan of origin.
On June 15, 2021, the validation of the PP-3 enrollments was
completed, totaling 2,176 registrations, as well as technical and administrative feasibility studies were performed, allowing its implementation
as of August 2021.
Thus, in the second quarter of 2021, the Company carried out
an intermediate revision of the PPSP-R and PPSP-NR plans, which resulted in a US$ 1,731 reduction in liabilities, comprising: (i)
a US$ 1 gain in the statement of income for the past service cost of the 2,176 participants who opted for the migration (as detailed in
table “Changes in the net actuarial liability” previously presented in this note); (ii) a US$ 1,721 gain in shareholders'
equity within other comprehensive income, mainly due to the increase in the discount rate applied to actuarial liabilities; and the remaining
US$ 9 as cumulative translation adjustments.
The average durations of the actuarial liability related to
PPSP-R and PPSP-NR plans, after this revision, are 12.77 and 11.99 years, respectively (12.43 and 11.51 as of December 31, 2020).
On September 9, 2021, Petrobras made a contribution in the
amount of US$ 241 (of which US$ 231 relates to participants originally from the PPSP-R, and US$ 10 from the PPSP-NR), in
addition to US$ 18 paid in June 2021 for the revision of the lump sum death benefit, as set forth in the deficit settlement plan
for PPSP-R and PPSP-NR.
The actuarial assumptions for the intermediate revision carried
out in the second quarter of 2021 have not changed in relation to those adopted in the annual revision in December 2020, except for the
discount rate, which increased from 3.59% at December 31, 2020 to 4.27% on the PPSP-R, and from 3.53% at December 31, 2020 to 4.23% on
the PPSP-NR.L
For the nine-month period ended September 30, 2021, the Company's
contribution to the defined contribution portion of the Petros Plan 2 was US$ 117 (US$ 128 for the same period of 2020)
recognized in the statement of income.
The Company’s Board of Directors approved in 2020 a
new management model for its health insurance plan, which started operating on April 1, 2021. The management of this plan is carried out
by Petrobras Health Association (Associação Petrobras de Saúde – APS), a nonprofit civil association,
through the self-management type, in accordance with the requirements of the National Supplementary Health Agency (Agência Nacional
de Saúde Suplementar - ANS).
The new model generates no change in sponsors, benefit, coverage
or scope on the plan, as well as no accounting effects.
On September 30, 2021, the Brazilian Federal Senate approved
the Legislative Decree No. 26/2021, suspending the effects of CGPAR Resolution No. 23/2018, which had established parity contribution
(50%-50%) for the coverage of costs between state-owned companies and employees.
On December 31, 2020, the Company had carried out a remeasurement
of the actuarial liabilities of this plan to reflect the provisions of the CGPAR Resolution, in force at that time. However, with the
suspension of this resolution, in September 2021, the Company carried out an intermediate remeasurement of the actuarial liabilities of
this plan, to reflect the costing ratio for 2022 onwards, to be covered 60% by the Company and 40% by the participants, as provided for
in the Collective Labor Agreement (ACT) for 2020-2022.
Thus, this interim revision resulted in a US$ 279 reduction
in liabilities, as follows: (i) a US$ 852 expense within other income and expenses, due to the change in the benefit costing (past
service cost); (ii) a US$ 1,176 gain within other comprehensive income, due to the revision of actuarial assumptions, mainly due
to the increase in the discount rate applied to the actuarial liabilities (from 3.76% to 4.81%) and to the reduction in the estimated
change in hospital medical costs (from 6.17% to 4.66%); and (iii) a US$ 8 loss within cumulative translation adjustments.
The Company recognizes provisions based on the best estimate
of the costs of proceedings 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:
In preparing its consolidated interim financial statements
for the nine-month period ended September 30, 2021, 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.
In the nine-month period ended September 30, 2021, the Company
made judicial deposits in the amount of US$ 827, including: (i) US$ 268 referring to IRPJ and CSLL for not adding profits of
subsidiaries and affiliates domiciled abroad to the IRPJ and CSLL calculation basis; (ii) US$ 239 relating to the unification of
Fields (Cernambi, Tupi, Tartaruga Verde and Tartaruga Mestiça); (iii) US$ 160 related to IRRF on the chartering of platforms;
(iv) US$ 94 referring to IRPJ and CSLL in the deduction of expenses with Petros; and (v) US$ 123 referring to several judicial
deposits of a tax nature, mainly offset by (vi) US$ 132 referring to indemnity action due to the unilateral termination of contract
for the securitization of IPI credits.
The estimates of contingent liabilities for legal proceedings
are indexed to inflation and updated by applicable interest rates. Estimated contingent liabilities for which the possibility of loss
is possible are set out in the following table:
In the nine-month period ended September 30, 2021, the increase
in the balance of contingent liabilities is mainly due to the following events: (i) US$ 638 in civil matters involving contractual
issues; (ii) US$ 276 referring to ICMS collection on inventories and value added; (iii) US$ 148 in lawsuits in administrative
and judicial stages discussing the difference in special interest and royalties in different fields, including unitization; (iv) US$ 147
referring to IRRF, CIDE and PIS/COFINS on the chartering of platforms; (v) US$ 135 referring to lawsuits involving the collection
of IRPJ and CSLL deducting Petros' expenses; and (vi) US$ 106 relating to requests for offsetting federal taxes not approved by the
Federal Revenue Service of Brazil. This effect was partially offset by: (vii) US$ 508 reduction in collective lawsuits in which unions
question the formula for calculating the RMNR Complement, based on the decision of the judgment session of the Declaratory Action of Constitutionality
(ADC) No. 58 by the Federal Supreme Court in relation to the financial update indexes applied to labor debts; and (viii) US$ 334
for the review of amounts and transfer to probable loss in environmental indemnity and fine actions related to the Company's operation.
As of September 30, 2021, there are several lawsuits related
to the RMNR, with the objective of revising its calculation criteria.
The RMNR consists of a guaranteed minimum compensation for
employees, based on salary level, working conditions and location. Petrobras created and implemented this compensation policy in 2007
through Collective Labor Agreement with unions’ representatives, and approved at employee meetings. This policy was questioned three
years after its implementation.
On July 29, 2021, the rapporteur minister granted the appeal
filed in one of the proceedings to reestablish the judgment that denied the claims, accepting the Company's thesis and recognizing the
validity of the collective labor agreement freely signed between Petrobras and the unions, reversing the decision of the TST.
This decision was appealed by de Unions, with no effects on
the company's unaudited consolidated interim financial statements as of September 30, 2021, which present US$ 137, classified as
probable loss, recognized in liabilities as provisions for legal proceedings and US$ 5,903, classified as possible loss within contingent
liabilities (note 14.3).
Regarding the class action in the Netherlands, on May 26,
2021, the Court 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.
In relation to the arbitration in Argentina, the Argentine
Supreme Court has not yet judged the appeal filed by the Consumidores Financieros Asociación Civil para su Defensa ("Association").
As for the criminal actions in Argentina, related to an alleged
fraudulent offer of securities, on October 21, 2021, after an appeal by the Association, the Court of Appeals revoked the lower court
decision that recognized Petrobras' immunity from jurisdiction. The same Court recommended that the lower court take some steps to certify
whether the company could be considered criminally immune in Argentina for a subsequent reassessment of the matter. On the same occasion,
the Court of Appeals recognized that the Association could not act as a representative of financial consumers, due to the loss of its
registration with the competent Argentine authorities. The decisions are still appealable.
Regarding the action related to the alleged nonobservance
of the obligation to disclose a press release, on March 4, 2021, the Court decided that the competence to judge this criminal action should
be transferred from the Criminal Economic Court No. 3 of Buenos Aires to the Criminal Economic Court No. 2 in the same city.
In the nine-month period ended September 30, 2021 there were
no events that changed the assessment and information on arbitrations in Brazil.
The Company filed complaints against Brazilian Federal Government
challenging the constitutionality of the inclusion, from 2001 to 2020, of ICMS within the calculation basis of PIS and COFINS. In 2020,
the Company obtained a favorable and definitive court decision on this claim, and the Company recognized the corresponding credit. The
tax credit relates to the exclusion of the ICMS effectively collected when included in the basis of calculation of PIS and COFINS, as
deliberated by the Federal Revenue of Brazil, as set out in note 11.1.
In relation to the amounts corresponding to the difference
between the criterion established in the regulation and the ICMS amount reported in the invoices, these were not recognized as tax credit,
since it was pending final decision of the Federal Supreme Court (STF).
On May 14, 2021, the extract from the minutes of the judgment
of the STF on the motion for clarification filed by the Brazilian Federal Government was published and made it clear that the criterion
to be used for the purposes of calculating the ICMS in the calculation basis of the PIS and COFINS is the amount presented in the invoice.
Based on the decision of the STF, Petrobras recognized the asset related to the difference between these criteria. This amount is being
offset in the Company's tax calculation.
The recognized effects relating to the exclusion of ICMS on
the PIS and COFINS basis, as well as the offset of these amounts, are presented in note 11.1.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
15.
|
Provision for decommissioning costs
|
|
Non-current liabilities
|
Jan-Sep/2021
|
Jan-Dec/2020
|
|
Opening balance
|
18,780
|
17,460
|
|
Adjustment to provision
|
7
|
5,720
|
|
Transfers related to liabilities held for sale (*)
|
(536)
|
(519)
|
|
Payments made
|
(526)
|
(446)
|
|
Interest accrued
|
551
|
571
|
|
Others
|
3
|
15
|
|
Cumulative translation adjustment
|
(827)
|
(4,021)
|
|
Closing balance
|
17,452
|
18,780
|
|
(*) In the nine-month period ended September 30, 2021, it includes transfers to held for sale mainly related to: Alagoas Group (US$ 153), Papa-Terra Field (US$ 148), Peroá Group (US$ 109), Miranga Group (US$ 97) and Búzios Field (US$ 31). In 2020, it includes transfers to held for sale mainly related to US$ 301 in the concessions in Bahia state and US$204 in Rio Grande do Norte state (as set out in note 23 to the 2Q2021 FS and note 24 to the 2020 Annual Financial Statements, respectively).
|
|
16.
|
The “Lava Jato (Car Wash) Operation” and its effects on the Company
|
The Company has monitored the progress of investigations under
the “Lava Jato” Operation and, in the preparation of these unaudited consolidated interim financial statements for the period
ended September 30, 2021, did not identify any additional information that would affect the adopted calculation methodology to write off,
in the third quarter of 2014, amounts overpaid for the acquisition of property, plant and equipment. The Company will continue to monitor
these investigations for additional information in order to assess their potential impact on the adjustment made.
In addition, the Company has fully cooperated with the Brazilian
Federal Police (Polícia Federal), the Brazilian Public Prosecutor’s Office (Ministério Público Federal),
the Federal Auditor’s Office (Tribunal de Contas da União – TCU) and the General Federal Inspector’s Office
(Controladoria Geral da União) in the investigation of all crimes and irregularities.
During the six-month period ended September 30, 2021, new
leniency and plea agreements entitled the Company to receive funds with respect to compensation for damages, in the amount of US$ 222
(US$ 101 in the same period of 2020), accounted for as other income and expenses. Thus, the total amount recovered from Lava Jato
investigation through September 30, 2021 is US$ 1,509.
|
16.1.
|
Investigations involving the Company
|
|
16.1.1.
|
U.S. Commodity Futures Trading Commission - CFTC
|
In May 2019, the U.S. Commodity Futures Trading Commission
(“CFTC”) contacted Petrobras with an inquiry regarding trading activities related to the Lava Jato Operation. Petrobras reiterates
that it continues to cooperate with the regulatory authorities, including the CFTC, regarding any inquiry.
|
|
16.1.2.
|
Order of civil inquiry - Brazilian Public Prosecutor’s Office
|
On December 15, 2015, the State of São Paulo Public
Prosecutor’s Office issued the Order of Civil Inquiry 01/2015, establishing a civil proceeding to investigate the existence of potential
damages caused by Petrobras to investors in the Brazilian stock market. The Brazilian Attorney General’s Office (Procuradoria
Geral da República) assessed this civil proceeding and determined that the São Paulo Public Prosecutor’s Office
has no authority over this matter, which must be presided over by the Brazilian Public Prosecutor’s Office. The Company has provided
all relevant information requested by the authorities.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
17.
|
Property, plant and equipment
|
|
|
Land, buildings
and
improvement
|
Equipment and other assets (*)
|
Assets under
construction (**)
|
Exploration and development costs (oil and gas producing properties) (***)
|
Right-of-use assets
|
Total
|
|
Balance at January 1, 2020
|
4,450
|
70,378
|
21,952
|
40,897
|
21,588
|
159,265
|
|
Additions
|
-
|
4,587
|
3,090
|
365
|
4,338
|
12,380
|
|
Additions to / review of estimates of decommissioning costs
|
-
|
-
|
-
|
5,421
|
-
|
5,421
|
|
Capitalized borrowing costs
|
-
|
-
|
941
|
-
|
-
|
941
|
|
Write-offs
|
(4)
|
(438)
|
(461)
|
(187)
|
(1,271)
|
(2,361)
|
|
Transfers
|
(258)
|
2,676
|
(3,175)
|
1,336
|
(21)
|
558
|
|
Transfers to assets held for sale
|
(8)
|
(226)
|
27
|
(848)
|
(13)
|
(1,068)
|
|
Depreciation, amortization and depletion
|
(142)
|
(4,298)
|
-
|
(3,864)
|
(4,022)
|
(12,326)
|
|
Impairment recognition
|
(14)
|
(7,293)
|
(2,855)
|
(4,603)
|
(337)
|
(15,102)
|
|
Impairment reversal
|
-
|
5,542
|
482
|
1,612
|
124
|
7,760
|
|
Cumulative translation adjustment
|
(981)
|
(12,248)
|
(4,558)
|
(8,963)
|
(4,517)
|
(31,267)
|
|
Balance at December 31, 2020
|
3,043
|
58,680
|
15,443
|
31,166
|
15,869
|
124,201
|
|
Cost
|
5,450
|
107,199
|
27,544
|
60,902
|
23,780
|
224,875
|
|
Accumulated depreciation, amortization, depletion and impairment
|
(2,407)
|
(48,519)
|
(12,101)
|
(29,736)
|
(7,911)
|
(100,674)
|
|
Balance at December 31, 2020
|
3,043
|
58,680
|
15,443
|
31,166
|
15,869
|
124,201
|
|
Additions
|
-
|
997
|
4,307
|
2
|
5,304
|
10,610
|
|
Additions to / review of estimates of decommissioning
costs
|
-
|
-
|
-
|
1
|
-
|
1
|
|
Capitalized borrowing costs
|
-
|
-
|
744
|
-
|
-
|
744
|
|
Signature Bonuses Transfers
|
-
|
-
|
-
|
11,625
|
-
|
11,625
|
|
Write-offs
|
-
|
(638)
|
(372)
|
(1,641)
|
(128)
|
(2,779)
|
|
Transfers
|
(44)
|
557
|
(2,981)
|
2,521
|
3
|
56
|
|
Transfers to assets held for sale
|
(2)
|
(1,521)
|
(569)
|
(623)
|
2
|
(2,713)
|
|
Depreciation, amortization and depletion
|
(76)
|
(3,131)
|
-
|
(3,136)
|
(3,163)
|
(9,506)
|
|
Impairment recognition (note 19)
|
-
|
(186)
|
-
|
(8)
|
-
|
(194)
|
|
Impairment reversal (note 19)
|
-
|
1,374
|
100
|
1,784
|
32
|
3,290
|
|
Cumulative translation adjustment
|
(101)
|
(2,679)
|
(686)
|
(1,665)
|
(802)
|
(5,933)
|
|
Balance at September 30, 2021
|
2,820
|
53,453
|
15,986
|
40,026
|
17,117
|
129,402
|
|
Cost
|
4,294
|
99,757
|
27,030
|
68,191
|
26,244
|
225,516
|
|
Accumulated depreciation, amortization, depletion and impairment (****)
|
(1,474)
|
(46,304)
|
(11,044)
|
(28,165)
|
(9,127)
|
(96,114)
|
|
Balance at September 30, 2021
|
2,820
|
53,453
|
15,986
|
40,026
|
17,117
|
129,402
|
|
Weighted average useful life in years
|
40
(25 to 50)
(except land)
|
20
(3 to 31)
|
|
Units of production method
|
8
(2 to 47)
|
|
|
(*) 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.
|
|
(**) See note 24 for assets under construction by operating segment.
|
|
(***) 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.
|
|
(****) In the case of land and assets under construction, it refers only to impairment losses.
|
The right-of-use assets comprise the following underlying
assets:
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
|
Platforms
|
Vessels
|
Properties
|
Total
|
|
Balance at September 30, 2021
|
10,419
|
6,026
|
672
|
17,117
|
|
Cost
|
13,953
|
11,070
|
1,221
|
26,244
|
|
Accumulated depreciation, amortization and depletion
|
(3,534)
|
(5,044)
|
(549)
|
(9,127)
|
|
Balance at December 31, 2020
|
7,979
|
7,167
|
723
|
15,869
|
|
Cost
|
11,144
|
11,256
|
1,379
|
23,779
|
|
Accumulated depreciation, amortization and depletion
|
(3,165)
|
(4,089)
|
(656)
|
(7,910)
|
|
17.2.
|
Unitization agreements
|
Petrobras has Production Individualization Agreements (AIP)
signed in Brazil with partner companies in E&P consortiums. These agreements result in reimbursements payable to (or receivable from)
partners regarding expenses and production volumes related to Atapu, Berbigão, Sururu, Albacora Leste, Tartaruga Verde, Mero and
other fields.
The table below presents changes on the reimbursements payable
relating to these fields:
|
|
|
|
|
|
09.30.2021
|
12.31.2020
|
|
Opening balance
|
|
|
|
|
370
|
113
|
|
Additions/(Write-offs) on PP&E
|
|
|
|
|
(80)
|
278
|
|
Payments made
|
|
|
|
|
−
|
(17)
|
|
Other income and expenses
|
|
|
|
|
36
|
11
|
|
Cumulative translation adjustments
|
|
|
|
|
(14)
|
(15)
|
|
Closing balance
|
|
|
|
|
312
|
370
|
As of September 30, 2021, Petrobras has reimbursements payable
amounting to US$ 312 (US$ 370 on December 31, 2020). In 2021, these agreements resulted in payments and recognition of additions and write-offs
in PP&E, in addition to other net expenses of US$ 33, reflecting the best available estimate of the assumptions used in calculating
the calculation base and the sharing of relevant assets in areas to be equalized.
|
17.3.
|
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, 2021, the capitalization rate was 6.24% p.a. (6.05% p.a. for the nine-month period ended September 30, 2020).
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
|
Rights and Concessions
|
Software
|
Goodwill
|
Total
|
|
Balance at January 1, 2020
|
19,168
|
242
|
63
|
19,473
|
|
Addition
|
31
|
88
|
-
|
119
|
|
Capitalized borrowing costs
|
-
|
1
|
-
|
1
|
|
Write-offs
|
(173)
|
(3)
|
-
|
(176)
|
|
Transfers
|
(2)
|
(1)
|
(26)
|
(29)
|
|
Amortization
|
(8)
|
(58)
|
-
|
(66)
|
|
Impairment recognition
|
-
|
(6)
|
(6)
|
(12)
|
|
Cumulative translation adjustment
|
(4,302)
|
(53)
|
(7)
|
(4,362)
|
|
Balance at December 31, 2020
|
14,714
|
210
|
24
|
14,948
|
|
Cost
|
14,803
|
1,245
|
24
|
16,072
|
|
Accumulated amortization and impairment
|
(89)
|
(1,035)
|
-
|
(1,124)
|
|
Balance at December 31, 2020
|
14,714
|
210
|
24
|
14,948
|
|
Addition
|
3
|
98
|
-
|
101
|
|
Addition - Signature Bonuses
|
98
|
-
|
-
|
98
|
|
Capitalized borrowing costs
|
-
|
3
|
-
|
3
|
|
Write-offs
|
(10)
|
-
|
-
|
(10)
|
|
Transfers
|
(92)
|
3
|
-
|
(89)
|
|
Signature Bonuses Transfers
|
(11,625)
|
-
|
-
|
(11,625)
|
|
Amortization
|
(5)
|
(41)
|
-
|
(46)
|
|
Cumulative translation adjustment
|
(314)
|
(13)
|
(1)
|
(328)
|
|
Balance at September 30, 2021
|
2,769
|
260
|
23
|
3,052
|
|
Cost
|
2,819
|
1,290
|
23
|
4,132
|
|
Accumulated amortization and impairment
|
(50)
|
(1,030)
|
-
|
(1,080)
|
|
Balance at September 30, 2021
|
2,769
|
260
|
23
|
3,052
|
|
Estimated useful life in years
|
(*)
|
5
|
Indefinite
|
|
|
(*) 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.
|
Surplus volumes of Transfer of Rights Agreement
|
Atapu and Sepia
On April 9, 2021, the Board of Directors approved the signing
of an Agreement with the Brazilian Federal Government that establishes the interests of Petrobras (Transfer of Rights regime) and the
contractor for the surplus volume of the Transfer of Rights Agreement (Production Sharing regime) and the amount of compensation to Petrobras
arising from the bidding for the surplus volumes in the Sepia and Atapu fields, which has not yet occurred. On April 14, 2021, this Agreement
was approved by the Ministry of Mines and Energy.
With the publication of Ministry of Mines and Energy (MME)
Ordinance No. 23/2020, complemented by MME Ordinance No. 493/2021, Petrobras and Pré-sal Petróleo S.A. (PPSA) revised and
defined, prior to the bidding process for the Surplus volumes of the Transfer of Rights, the amounts of compensation to be paid by the
new contracting party to Petrobras for the deferral of the cash flow in the two fields, as well as the participation in the Transfer of
Rights and Production Sharing agreements.
The agreement between Petrobras and the Federal Government
provides for the following terms: firm compensation of US$ 3,254 for the 60.5% participation of the new contractor for the Atapu field
and of US$ 3,200 for the 68.7% participation for the Sepia field. In addition to these amounts, there is an earn out, due between 2022
and 2032, payable to Petrobras if the Brent oil price reaches an annual average above US$ 40/bbl, limited to US$ 70/bbl. If
payable, the settlement of the first earn out installment will be subject to a grace period, postponing settlement from 2023 to 2024,
adjusted at 8.99% p.a..
The proposed payment terms will be reflected in a Co-participation
Agreement that will bind Petrobras and the future new contractors in these fields, following the bidding process for the surplus volumes.
The Co-participation Agreement will be effective as of the signing of the Production Sharing Agreement and the payment of the firm compensation
to Petrobras, when the parties will have access to their participation in the production of the Sépia and Atapu fields.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
On April 28, 2021, Petrobras expressed to the National Energy
Policy Council (CNPE) its interest in exercising its preference rights in relation to the Second Round of Bidding for Surplus Volumes
of the Transfer of Rights in the Production Sharing regime in the Atapu and Sépia fields, with a percentage of 30%, considering
the parameters disclosed in CNPE Resolution No. 05/2021, and MME Ordinance No. 08/2021.
The amounts corresponding to the signature bonus to be paid,
if the participation percentages are confirmed under the terms above by the CNPE, will be US$ 221 for Atapu and U$$ 394 for
Sépia.
Búzios
On November 6, 2019, the ANP held the Bidding Round for the
Surplus Volume of the Transfer of Rights Agreement, when the Company acquired a 90% interest in the exploration and production rights
of the surplus volume of Búzios field, in the pre-salt layer of Santos basin, in partnership with CNODC Brasil Petróleo
e Gás Ltda. (5%) and CNOOC Petroleum Brasil Ltda. (5%).
The signature bonus corresponding to the Company's interest
in the amount of US$ 14,912 was paid in the last quarter of 2019 and Production Sharing Contract was signed with PPSA, MME and ANP in
the first quarter of 2020.
a) Búzios Co-participation Agreement
On June 11, 2021, the Company signed with Pré-sal Petróleo
S.A. (PPSA) and its partners CNODC and CNOOC a Co-participation Agreement (Agreement) for Búzios field, to regulate the coexistence
of the Transfer of Rights Agreement and the Production Sharing Contract for the surplus volume of the Búzios field. The total compensation
due to the Transfer of Rights Agreement (100% Petrobras) by the Production Sharing Contract is US$ 29 billion, which will be
recovered in cost oil by the contractors.
The amount was calculated based on the Ordinance 213/2019
of MME guidelines and took into account current market parameters, as well as the deferral of the production of the volume contracted
under the Transfer of Rights regime, in order to maximize the Net Present Value (NPV) of the Brazilian Government and maintain Petrobras'
NPV calculated based on the effective date of the Co-participation Agreement.
According to the agreement for the formation of the consortium
to participate in the bid which occurred in 2019, the amount of US$ 2.9 billion was paid by the partners CNODC and CNOOC to Petrobras
in August 2021, after conditions precedent were met, including the approval by the ANP. Thus, the contract became effective on September
1, 2021.
On this date, the partial disposition of the undivided economic
interest of assets associated with Búzios field was carried out, including the part of the signature bonus paid by Petrobras for
this field, in exchange for financial compensation, resulting in a transaction analogous to a sale.
The partners and PPSA defined the Development Plan for the
field, which is expected to result in a recoverable volume of 10,346 million boe during the term of the Agreement, which expires in September
2050. This recoverable volume results in participations in the co-participated area of 26% for the Transfer of Rights Agreement and 74%
for the Production Sharing Agreement. Considering the participation of each company in its respective contract and the participation of
each contract in the co-participated area, the participation in the area is 92.6594% for Petrobras and 3.6703% for each of the partners.
b) Reimbursement of expenses
Expenses incurred by Petrobras in the ordinary operations
of the bidding area for the benefit of the consortium, made prior to the start of the Agreement and not included in the total compensation
amount, in the estimated amount of US$ 73 (R$ 399 million), will be reimbursed to Petrobras by the partners CNODC and CNOOC.
c) Exercise of partners’ call option
Within 30 days after the Agreement's effective date, Petrobras'
partners in the consortium had the right to exercise a call option, provided for in the agreement that established the consortium for
bidding in 2019, to acquire, each of them, an additional 5% interest.
On September 29, 2021, the partner CNOOC expressed its interest
in exercising the call option. The estimated amount to be received by Petrobras at the closing of the operation for the portion of CNOOC
is US$ 2,080, as follows: (i) US$ 1,450 for the compensation, subject to the adjustments provided for in the contract, which
considers the same effective date of the Agreement on September 1, 2021, and; (ii) US$ 630 for the reimbursement of the signature
bonus referring to the additional participation of CNOOC. The values will
be updated until the transaction closing.
The assets related to this transaction were reclassified to
assets held for sale (note 23.1).
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
The effectiveness of this transaction is subject to approval
by the Administrative Council for Economic Defense (CADE), ANP and MME.
The CNODC partner did not express interest in the exercise
of the call option. Thus, after the completion of purchase of additional 5% interest by CNOOC, Petrobras will hold 85% of the exploration
and production rights of the surplus volumes of the Transfer of Rights Agreement of Búzios field, while CNOOC will hold 10% and
CNODC, 5%. Moreover, considering all contracts in Búzios field (Transfer of Rights, Production Sharing and Concession of Tambuatá),
Petrobras will hold an 88.99% interest, while CNOOC will hold 7.34% and CNODC, 3.67%.
d) Further information
The result of the operation is shown below:
|
|
|
|
|
Financial compensation received
|
|
|
2,938
|
|
Reimbursement of expenses
|
|
|
76
|
|
Disposition of signature bonuses
|
|
|
(957)
|
|
Disposition of other assets – PP&E
|
|
|
(1,390)
|
|
Total effect in the statement of income (within Other income and expenses)
|
|
|
667
|
|
|
|
|
|
Since this bidding relates to the surplus volume of fields
with technical and commercial feasibility already defined, the signature bonus paid, in the amount of US$ 11,625, was transferred
from intangible assets to property, plant and equipment after the Co-Participation Agreement became effective.
The effect on Petrobras' production curve, arising from the
exercise of the call option by CNOOC, will only start after the closing of the transaction, with no expected effect on the 2021 production
estimate.
The volume of reserves will be incorporated considering the
beginning of the effectiveness of the Agreement for the Búzios field and reflected in the estimates of proved reserves for December
31, 2021.
Itapu Co-participation Agreement
On July 12, 2021, Petrobras signed with Pré-sal Petróleo
SA (PPSA) a Co-participation Agreement of Itapu, which will regulate the coexistence of the Transfer of Rights Agreement and the Production
Sharing Contract for the Surplus volume of the Itapu field, in the pre-salt layer of Santos Basin.
Negotiations began after the bidding, held on November 6,
2019, in which Petrobras acquired 100% of the exploration and production rights of the surplus volume of the Transfer of Rights Agreement
of Itapu field.
Petrobras and PPSA defined the Development Plan for the field,
including estimates for production and recoverable volume. As a result, the Company’s share in the area is 51.708% for the Transfer
of Rights Agreement, with a total recoverable volume of 350 million boe, and 48.292% for the Production Sharing Agreement, with a total
recoverable volume of 319 million boe.
The effectiveness of the Agreement is subject to approval
by the ANP. Assumptions for oil and gas prices, discount rate and cost metrics used were established in the MME Ordinance No. 213/2019.
|
18.3.
|
Transfer of rights on concessions of six blocks in the state of Amapá
|
In September 2020 and April 2021, respectively, the Company
closed agreements with Total E&P Brasil Ltda (TotalEnergies), and BP Energy do Brasil Ltda (BP), in which Petrobras took over the
completeness of the participations of these companies in the blocks located in ultra-deep waters in northern Brazil. Totalenergies was
the operator in 5 blocks with a 40% interest, while Petrobras and BP had 30% each one. BP also had a 70% interest in another block, also
a partner of Petrobras (30%). With the closing of these agreements, Petrobras will hold 100% interest in these six blocks.
As a result of these agreements, firmed between the parties
and ANP in September 2021, Petrobras had a US$ 199 gain relating to the total assumption of the minimum exploratory program,
of which US$ 139 was received at the closing of the operation, and the remaining balance to be received in June 2022.
The Company also registered an US$ 88 addition within
intangible assets for the assumption of participation in these concessions, without disbursement made by the Company.
The total gain resulting from this operation (US$ 288)
was recognized in other income and expenses.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
The Company annually tests its assets for impairment or when
there is an indication that their carrying amount may not be recoverable, as well as the reversal of impairment losses recognized in previous
years.
From the observation of the oil and gas market scenario, the
Company’s management reassessed the Brent prices provided for in the 2021-2025 Strategic Plan and updated the short-term assumptions
established in this plan.
Thus, during the third quarter of 2021, for the purpose of
the impairment tests of its assets, the Company revised its Brent assumptions for 2021 to US$ 69.40 and for 2022 to US$ 69.20
(compared to US$ 45.00 originally planned for 2021 and 2022), keeping assumptions from 2023 to 2025 unchanged. The discount rate
for producing properties relating to oil and gas activities in Brazil was reduced from 7.1% to 6.3% p.a.. The 2022-2026 Strategic Plan
is under development to be released in the fourth quarter of 2021, which will include all the assumptions of the Company's planning process.
In the nine-month period ended September 30, 2021, impairment
reversals were recognized, in the amount of US$ 2,918 (US$ 3,098 impairment reversals in the third quarter of 2021), mainly due to:
|
19.1.
|
Impairment of property, plant and equipment
|
In the nine-month period ended September 30, 2021, impairment
reversals were recognized, in the amount of US$ 3,094 (US$ 3,195 of impairment reversals in the third quarter of 2021), mainly
due to:
|
·
|
Producing properties relating to oil and gas activities in Brazil: US$ 3,262 impairment reversal,
mainly in the following CGUs: Roncador (US$ 860 impairment reversal), North group (US$ 714 impairment reversal), and Berbigão-Sururu
group (US$ 388 impairment reversal), due to the changes in short-term Brent assumptions;
|
|
·
|
Oil and gas production and drilling equipment in Brazil: the Company decided for the definitive discontinuation
of use of platforms P-33 and P-26, in the Marlim field, resulting in their exclusion of CGU North group and testing for impairment as
separate assets, with the recognition of a US$ 190 impairment loss; and
|
|
·
|
Oil and gas production and drilling equipment abroad: the Company decided to use in producing fields in
the Santos basin, certain equipment that were previously part of platforms P-72 and P-73. Thus, considering estimated future cash flows
for these assets, the Company recognized a US$ 27 impairment reversal.
|
In the nine-month period ended September 30, 2020, impairment
losses were recognized due to the significant and adverse effects on the oil and oil products market arising from: (i) the outbreak of
the COVID-19 pandemic and its effects on the economic activity, and (ii) failure in negotiations between members of Organization of the
Petroleum Exporting Countries (OPEC) and its allies to define production levels, which contributed to an increase in the global oil supply
with a significant reduction in price in early March 2020.
These events led the Company to adopt a set of measures, aiming
at preserving cash generation, as well as to revise its key assumptions and, in the nine-month period ended September 30, 2020, impairment
losses were recognized in the amount of US$ 13,358 (US$ 13,371 in the first quarter of 2020), primarily due to:
(i) US$ 11,798 relating to the effect of updated assumptions
in the estimation of the recoverable amount of several E&P fields, notably in the following Cash Generating Units (CGU): Roncador,
Marlim Sul, North group, Albacora Leste, Berbigão-Sururu group, CVIT group and Mexilhão; and
(ii) US$ 1,356 relating to the hibernation of fields and platforms
in shallow waters, affecting CGUs North group, Ceará-Mar group and Ubarana group, as well as Caioba, Guaricema and Camorim fields.
Moreover, in the third quarter of 2020, Petrobras had net
impairment reversals amounting to US$ 13, mainly relating to: (i) onshore and shallow water fields transferred to held for sale (US$ 35
reversal); and (ii) fertilizer plants Fafen BA and Fafen SE due to lease agreements initiated this quarter (US$ 22 reversal); partially
offset by a US$ 48 impairment loss due to the decision to cease the operation of Camarupim field.
On November 25, 2020, management concluded and approved its
2021-2025 Strategic Plan, updating economic assumptions, as well as its project portfolio and estimates of reserve volumes, which support
the impairment tests conducted in that reporting period. Thus, impairment reversals were accounted for in the last quarter of 2020, in
the amount of US$ 6,019, mainly on producing properties relating to oil and gas activities in Brazil.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
19.2.
|
Assets classified as held for sale
|
In the nine-month period ended September 30, 2021, US$ 182
impairment loss was recognized, arising from the fair value of assets, net of disposal expenses, mainly:
|
·
|
approval of the sale of the company Breitener Energética S.A., located in Manaus, in the state
of Amazonas, resulting in the recognition of a US$ 90impairment loss; and
|
|
·
|
approval for the sale of thermoelectric power plants Arembepe, Muryci and Bahia 1, located in Camaçari,
in the state of Bahia. As a result, considering fair value net of selling expenses, a US$ 79 impairment loss was accounted for in
the second quarter of 2021.
|
In the nine-month period ended September 30, 2020, the Company
recognized US$ 37 of impairment reversals (US$ 35 in the third quarter of 2020), following the Board of Directors approval on the
sale of E&P fields, arising from its fair value, net of disposal expenses.
|
19.3.
|
Investment in publicly traded associate Petrobras Distribuidora S.A. – BR Distribuidora (renamed
Vibra Energia)
|
On August 26, 2020, the Company’s Board of Directors
approved the disposal of the remaining interest in this Company.
Accordingly, the recoverable value of this investment took
into account the value in use, including the disposal value, considering the intention to sell the shares. As the value in use of BR Distribuidora
(renamed Vibra Energia) was lower than the book value, an impairment loss of US$144 was recognized in the third quarter of 2020. The post-tax
discount rate in constant currency applied was 11.1% p.a., considering the cost of equity.
On June 30, 2021, the Company’s Board of Directors approved
the price per common share of BR Distribuidora in the amount of US$ 5.20 (R$ 26.00) for the secondary public offering (follow on)
of these shares, totaling US$ 2,252 (R$ 11,264 million), net of transaction costs.
Accordingly, considering the sale of the shares and the cash
flows arising from this sale, a US$ 404 impairment reversal was accounted for within results of equity-accounted investments, in
the second quarter of 2021. The transaction was closed on July 5, 2021 (note 23.2).
|
20.
|
Exploration and evaluation of oil and gas reserves
|
The exploration and evaluation activities include the search
for oil and gas reserves from the date of obtaining the legal rights to explore a specific area to the declaration of the technical and
commercial viability of the reserves.
Changes in the balances of capitalized costs directly associated
with exploratory wells pending determination of proved reserves and the balance of amounts paid for obtaining rights and concessions for
exploration of oil and natural gas (capitalized acquisition costs) are set out in the following table:
|
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (*)
|
Jan-Sep/2021
|
Jan-Dec/2020
|
|
Property plant and equipment
|
|
|
|
Opening Balance
|
3,024
|
4,262
|
|
Additions
|
292
|
428
|
|
Write-offs
|
(158)
|
(197)
|
|
Transfers
|
(147)
|
(494)
|
|
Cumulative translation adjustment
|
117
|
(975)
|
|
Closing Balance
|
3,128
|
3,024
|
|
Intangible Assets
|
2,647
|
14,526
|
|
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs
|
5,775
|
17,550
|
|
(*) Amounts capitalized and subsequently expensed in the same period have been excluded from this table.
|
|
|
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:
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
|
2021
|
2020
|
2021
|
2020
|
|
|
Jan-Sep
|
Jan-Sep
|
Jul-Sep
|
Jul-Sep
|
|
Exploration costs recognized in the statement of income
|
|
|
|
|
|
Geological and geophysical expenses
|
254
|
182
|
100
|
63
|
|
Exploration expenditures written off (includes dry wells and signature bonuses)
|
214
|
223
|
27
|
186
|
|
Contractual penalties
|
49
|
22
|
5
|
12
|
|
Other exploration expenses
|
21
|
10
|
-
|
9
|
|
Total expenses
|
538
|
437
|
132
|
270
|
|
Cash used in :
|
|
|
|
|
|
Operating activities
|
275
|
192
|
101
|
72
|
|
Investment activities
|
449
|
385
|
204
|
109
|
|
Total cash used
|
724
|
577
|
305
|
181
|
|
|
|
|
|
|
|
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$ 1,831 (US$ 1,631 as of December 31, 2020) of which US$ 1,831 were still in force as of September 30, 2021 (US$
1,543 as of December 31, 2020), net of commitments undertaken. The collateral comprises crude oil from previously identified producing
fields, pledged as collateral, amounting to US$ 1,275 (US$ 1,256 as of December 31, 2020) and bank guarantees of US$ 556 (US$
287 as of December 31, 2020).
|
|
22.1.
|
Investments in associates and joint ventures
|
|
|
Balance at 12.31.2020
|
Investments
|
Transfer to assets held for sale
|
Restructuring, capital decrease and others
|
Results of equity-accounted investments
|
CTA
|
OCI
|
Dividends
|
Balance at
09.30.2021
|
|
Joint Ventures
|
813
|
6
|
(339)
|
-
|
149
|
3
|
(1)
|
(104)
|
527
|
|
Associates (*)
|
2,455
|
9
|
(2,139)
|
(173)
|
1,351
|
(30)
|
33
|
(152)
|
1,354
|
|
Other investments
|
5
|
−
|
-
|
−
|
−
|
(2)
|
−
|
−
|
3
|
|
Total
|
3,273
|
15
|
(2,478)
|
(173)
|
1,500
|
(29)
|
32
|
(256)
|
1,884
|
|
(*) It includes Braskem.
|
|
23.
|
Disposal of assets and other changes in organizational structure
|
The Company has an active partnership and divestment portfolio,
which takes into account opportunities for 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. The divestment projects and strategic partnerships follow the
procedures aligned with the guidelines of the Brazilian Federal Auditor’s Office (Tribunal de Contas da União –
TCU) and the current legislation.
The major classes of assets and related liabilities classified
as held for sale are shown in the following table:
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
|
|
09.30.2021
|
12.31.2020
|
|
|
E&P
|
RT&M
|
Gas & Power
|
Corporate and other business
|
Total
|
Total
|
|
Assets classified as held for sale
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
-
|
−
|
6
|
−
|
6
|
14
|
|
Trade receivables
|
-
|
−
|
93
|
−
|
93
|
24
|
|
Inventories
|
-
|
296
|
35
|
−
|
331
|
4
|
|
Investments
|
-
|
−
|
323
|
11
|
334
|
68
|
|
Property, plant and equipment
|
1,658
|
1,312
|
20
|
−
|
2,990
|
640
|
|
Others
|
-
|
13
|
92
|
−
|
105
|
35
|
|
Total
|
1,658
|
1,621
|
569
|
11
|
3,859
|
785
|
|
Liabilities on assets classified as held for sale
|
|
|
|
|
|
|
|
Trade payables
|
-
|
-
|
5
|
-
|
5
|
22
|
|
Finance debt
|
-
|
-
|
-
|
1
|
1
|
13
|
|
Provision for decommissioning costs
|
903
|
-
|
-
|
-
|
903
|
640
|
|
Others
|
-
|
-
|
51
|
-
|
51
|
10
|
|
Total
|
903
|
−
|
56
|
1
|
960
|
685
|
|
23.1.
|
Transactions pending closing at September 30, 2021
|
As of September 30, 2021, the most significant progress under
the divestment process is described below:
|
Transaction
|
Acquirer
|
Date of approval / signing
|
Transaction amount (*)
|
Further informa-tion
|
|
Sale of E&P assets in the state of Espírito Santo (Polo Peroá)
|
OP Energy e DBO Energy
|
January 2021
|
13
|
a
|
|
Sale of the Company’s entire interest in nine onshore fields, called Miranda group, in the in the state of Bahia
|
Miranga S.A. (structured entity), subsidiary of PetroRecôncavo S.A.
|
February 2021
|
135
|
b
|
|
Sale of shares of the company that will hold the Landulpho Alves Refinery (RLAM) and its associated logistics assets, in the state of Bahia
|
MC Brazil Downstream Participações, a company of the Mubadala Capital group
|
March 2021
|
1,650
|
c
|
|
Sale of three thermoelectric plants powered by fuel oil, located in Camaçari, in the state of Bahia
|
São Francisco Energia S.A., a subsidiary of Global Participações em Energia S.A.
|
April 2021
|
12
(R$ 68 million)
|
d
|
|
Sale of the entire interest in a set of seven onshore and shallow water fields called Alagoas group, and of Alagoas Natural Gas Processing Unit, located in the state of Alagoas
|
Petromais Global Exploração e Produção S.A.
|
June 2021
|
300
|
e
|
|
Sale of the Company’s 62,5% interest in Papa-Terra field, located in the Campos basin
|
3R Petroleum Offshore S.A.
|
July 2021
|
16
|
f
|
|
Sale of the Company’s entire interest (51%) in Petrobras Gas S.A (Gaspetro)
|
Compass Gas e Energia S.A.
|
July 2021
|
373
(R$ 2,030 million)
|
g
|
|
Sale of its 20% interest in Termelétrica Potiguar S.A. (TEP) and 40% in Companhia Energética Manauara S.A. (CEM)
|
GFT Participações S.A. and GFM Participações S.A, subsidiaries of Global Participações Energia S.A. (GPE)
|
July 2021
|
30
(R$ 160 million)
|
h
|
|
Sale of the shares of the company that will hold the Isaac Sabbá Refinery (REMAN) and its associated logistics assets, in the state of Amazonas
|
Ream Participações S.A. (a company controlled by the partners of Atem Distribuidora de Petróleo S.A.)
|
August 2021
|
190
|
i
|
|
Sale of its 93,7% in the Company’s entire interest in Breitener Energética S.A. (Breitener), located in the state of Amazonas
|
Breitener Holding Participações S.A., a wholly owned subsidiary of Ceiba Energy LP
|
August 2021
|
46
(R$ 251 million)
|
j
|
|
Exercise of the call option for additional 5% interest in the surplus volume of the Transfer of Rights Agreement of Búzios field
|
CNOOC Petroleum Brasil Ltda (CNOOC)
|
September 2021
|
2,080
|
k
|
|
(*) Amounts considered at the signing of the transaction.
|
a)
Sale of E&P assets in Espírito Santo
Amounts due to Petrobras are composed of: (i) US$ 5 was received
at the contract signing; (ii) US$ 8 to be received at the transaction closing; (iii) up to US$ 42 as contingent receivables
provided for in the contract, related to factors such as Malombe's declaration of commerciality, future oil prices and extension of the
concession terms. This transaction is subject to price adjustments and to the fulfillment of conditions precedent, such as approval by
the Brazilian Agency of Petroleum, Natural Gas and Biofuels (ANP).
b)
Sale of onshore fields in Bahia
Amounts due to Petrobras are composed of: (i) US$ 11
received upon the contract signing; (ii) US$ 44 to be received at the transaction closing; (iii) US$ 80 deferred in three installments
over three years from the transaction closing.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
The contract provides for the receipt of conditional amounts
of up to US$ 85 in contingent receivables related to future average Brent prices for the years 2022, 2023 and 2024.
This transaction includes price adjustments and is still subject
to conditions precedent, such as approval by the ANP.
c)
Sale of RLAM refinery assets
The agreement provides for price adjustment due to changes
in working capital, net debt and investments until the transaction closing. On June 9, 2021, the Administrative Council for Economic Defense
(CADE) approved the sale.
d)
Sale of three thermoelectric plants in the state of Bahia
The agreement is subject to price adjustments and to the fulfillment
of conditions precedent, such as the approval by the CADE and by the National Electric Energy Agency (ANEEL). In addition, it includes
a contingent receipt to be deposited in an escrow account, depending on favorable decision of administrative proceeding.
In the second quarter of 2021, the Company recognized a US$ 52
loss after taxes, due to the difference between transaction value and the carrying amount of net assets.
e)
Sale of seven onshore and shallow water fields and a natural gas processing unit in the state of Alagoas
The agreement provides for the receipt of US$ 60 at the transaction
signing and US$ 240 at the transaction closing, subject to price adjustments and conditions precedent, such as approval by the ANP.
f)
Sale of Papa-Terra field
The agreement provides for the receipt of US$ 6 at the transaction
signing and US$ 10 at the transaction closing, subject to price adjustments and conditions precedent, such as approval by the ANP.
In addition, there is a total of US$ 90 in contingent receivables provided for in the contract (contingent assets), related to production
volume of the asset and future oil prices.
g)
Sale of Gaspetro
The total payment to Petrobras will be made ate the transaction
closing, subject to price adjustments and the fulfillment of certain conditions precedent, such as approval by the Administrative Council
for Economic Defense (CADE). In addition, until closing, Petrobras will comply with the provisions contained in the shareholders' agreements
of Gaspetro and natural gas distributors, including preemptive rights.
h)
Sale of interest in electricity companies
The total payment to Petrobras will be made at the transaction
closing, US$ 15 from each acquirer.
i)
Sale of REMAN refinery assets
The agreement provides for the receipt of US$ 29 at the transaction
signing and US$ 161 at the transaction closing, subject to price adjustments and conditions precedent, such as approval by the CADE.
j)
Sale of Breitener Energética
The agreement provides for the receipt of US$ 46 at the transaction
closing, subject to price adjustments and conditions precedent, such as approval by the CADE. In addition, there is a contingent amount
of US$ 10 depending on future sales revenues of the plant.
In the third quarter of 2021, the Company recognized a US$ 59
loss after taxes, due to the difference between net costs to sell this investment and the carrying amount of net assets.
This transaction is subject to conditions precedent, such
as approval by the CADE.
k)
Exercise of the call option in Búzios field
For more information, see note 18.2.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
23.2.
|
Closed transactions in the nine-month period ended September 30, 2021
|
|
Transaction
|
Acquirer
|
Signature date (S)
Closing date (C)
|
Sale amount (*)
|
Gain/(loss) (**)
|
Further information
|
|
Sale of 30% of the Frade field concession. The transaction also includes the sale of the entire stake held by the subsidiary Petrobras Frade Inversiones S.A. (PFISA), in the company Frade BV
|
PetroRio
|
November 2019 (S)
February 2021 (C)
|
44
|
88
|
a
|
|
Sale of the Company’s entire interest in Petrobras Uruguay Distribución S.A. (PUDSA)
|
DISA Corporación Petrolífera S.A.
|
August 2020 (S)
February 2021 (C)
|
68
|
(3)
|
b
|
|
Petrobras Biocombustível S.A. (PBio) sale of all of its shares issued by BSBios Indústria e Comércio de Biodiesel Sul Brasil S.A. (BSBios) (50% of the share capital)
|
RP Participações em Biocombustíveis S.A
|
December 2020 (S)
February 2021 (C)
|
47
(R$ 253 million)
|
(1)
|
c
|
|
Sale of the Company’s 49% interest in companies Eólica Mangue Seco 1, 3 and 4, wind power generation plants
|
V2I Transmissão de Energia Elétrica S.A.
|
December 2020 (S)
April 2021 (C)
|
26
(R$ 145 million)
|
19
|
d
|
|
Sale of the Company’s remaining 10% interest in NTS
|
Nova Infraestrutura Gasodutos Participações S.A.
|
April 2021 (S)
April 2021 (C)
|
277
(R$ 1,539 million)
|
109
|
e
|
|
Sale of the Company’s 51% interest in company Eólica Mangue Seco 2, a wind power generation plant
|
Fundo de Investimento em Participações Multiestratégia Pirineus (FIP Pirineus)
|
February 2021 (S)
May 2021 (C)
|
6
(R$ 34 million)
|
4
|
f
|
|
Sale of the Company’s entire interest in eight onshore fields, called Rio Ventura group, located in the state of Bahia
|
3R Rio Ventura S.A., subsidiary of 3R Petroleum e Participações S.A
|
August 2020 (S)
July 2021 (C)
|
54
|
64
|
g
|
|
Sale of the Company’s remaining 37.5% interest in BR Distribuidora
|
Several
|
June 2021 (S)
July 2021 (C)
|
2,203
(R$ 11,358 million)
|
(1)
|
h
|
|
Transfer of the Company’s remaining 10% interest in Lapa field and in Lapa Oil & Gas BV
|
Total Energies
|
December 2018 (S)
August 2021 (C)
|
49
|
15
|
i
|
|
Sale of the Company’s 40% interest in the company GNL Gemini Comercialização e Logística de Gás Ltda. (GásLocal)
|
White Martins Gases Industriais Ltda.
|
September 2020 (S)
September 2021 (C)
|
12
(R$ 61 million)
|
(1)
|
j
|
|
|
|
|
2,786
|
293
|
|
|
(*) 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.
|
|
(**) Recognized in “Results on disposal/write-offs of assets and on remeasurement of investment retained with loss of control” within other income and expenses (note 6).
|
a)
Sale of the Frade field
The transaction was closed with the payment of US$ 36 to Petrobras,
after price adjustments (including cash inflows from the sale of crude oil from the concession), in addition to US$ 8 paid to Petrobras
upon the contract signing. In addition, there is a contingent amount of US$ 20 linked to a potential new commercial discovery in the field.
The original sale amounting to US$ 100 was adjusted considering
the cash flows arising from the Company’s interest in the field from July 1, 2019 (inception date of the negotiation) to February
5, 2021 (closing date). In addition, there is a contingent payment amounting to US$ 20 subject to a new discovery in the field.
b)
Sale of Petrobras Uruguay Distribución S.A. (PUDSA)
The transaction was closed with the payment of US$ 62 to Petrobras,
in addition to US$ 6 paid upon the contract signing, totaling US$ 68. As a result of this operation, a US$ 34 loss was reclassified to
the statement of income, within other income and expenses, relating to cumulative translation adjustments arising from exchange rate variations
recognized in PUDSA's shareholders' equity since de acquisition of this investment.
c)
Sale of BSBios
The transaction was closed with the payment of US$ 47
to Petrobras, including price adjustments. Moreover, US$ 12 is held in an escrow account for indemnification of eventual contingencies,
to be released according to terms and conditions set forth in the contract.
d)
Sale of Mangue Seco 1, 3 and 4
The sale of Mangue Seco 1 was closed with the payment of US$ 8
to Petrobras, including price adjustments. The sale of Mangue Seco 3 and 4 was closed with the payment of US$ 14 to Petrobras, including
price adjustments, in addition to US$ 4 received at the signing, totaling US$ 18.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
e)
Sale of remaining 10% interest in NTS
The transaction was closed with the payment of US$ 277
to Petrobras, on the date of signing and closing of the transaction, including price adjustments.
f)
Sale of Eólica Mangue Seco 2
The transaction results from the exercise of the preemptive
right by FIP Pirineus, in accordance with the shareholders' agreement of Eólica Mangue Seco 2, and was closed with the payment
of US$ 6 to Petrobras, including price adjustments.
g)
Sale of Rio Ventura group of fields
The operation was concluded in July 2021 with the payment
of US$ 34 to Petrobras, including price adjustments, in addition to US$ 4 paid to Petrobras at the contract signing.
The agreement provides for further US$16 to be paid in January
2024 and up to US$ 43 in contingent payments related to future oil prices. Of this amount of contingent payments, the Company has already
recognized US$ 22.
h)
Sale of remaining 37.5% interest in BR Distribuidora (renamed Vibra Energia)
On June 17, 2021, Petrobras filed a request for registration
of a secondary public offering (follow on) of common shares issued by (renamed Vibra Energia), with the release of a preliminary offering
prospectus. The Company offered 37.5% of the share capital of BR Distribuidora, corresponding to the remaining interest held by Petrobras.
On June 30, 2021, Petrobras approved the price per common
share of BR Distribuidora in the amount of US$ 5.20 (R$ 26.00), totaling US$ 2,203 (R$11,358 million). Thus, a US$ 404
impairment reversal was recognized, as detailed in note 19.
On July 5, 2021, the follow on was closed with the Company
receiving US$ 2,184, net of transactions costs.
i)
Transfer of interest in Lapa field
In 2018, Petrobras exercised its put option, as provided in
the contract, transferring its remaining 10% interest in Lapa field to Total Energies, including the remaining 10% interest held by Petrobras
Netherlands BV (PNBV) in Lapa BV. In September 2021, the operation was concluded with the payment of US$ 49 to Petrobras.
In addition, there was a price adjustment relating to the
transfer of rights of Lapa and Iara fields by Petrobras, as well as of the interests held by PNBV in Lapa BV and Iara BV, with the recognition
of a US$ 22 gain within other income and expenses.
j)
Sale of interest in GásLocal
The agreement resolved controversies arising from the activities
of the Gemini consortium and GasLocal, in particular pending arbitration and judicial proceedings. It also provides for the commercial
conditions for the supply of gas by Petrobras, as an integrant of Gemini consortium, until the end of 2023, as required by CADE.
The transaction was closed with the payment of US$ 11
(R$56 million) to Petrobras upon the signing of the agreement, and US$ 1 (R$ 4.6 million), to be paid up to 13 months from
the closing of the agreement.
On January 5, 2021, Petrobras acquired 100% of shares of the
structured entity Companhia de Desenvolvimento e Modernização de Plantas Industriais (CDMPI) for US$ 9 thousand. The difference
between the amount paid and CDMPI's negative shareholders' equity, in the amount of US$ 691, was recorded as a capital transaction,
reducing the shareholders' equity attributable to shareholders of Petrobras, while increasing non-controlling interests, since Petrobras
already controlled its operations and consolidated this structured entity prior to this transaction. On April 14, 2021, an Extraordinary
General Shareholders Meeting approved the incorporation of CDMPI.
|
23.4.
|
Contingent assets from disposed investments
|
In July 2020, Petrobras closed the sale of its entire interest
in Pampo and Enchova groups of fields to Trident Energy do Brasil Ltda (see note 33.2 of the annual consolidated financial statements
for 2020), with additional conditions providing for the payment to Petrobras of
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
amounts of up to US$ 650 classified as contingent assets,
to be recognized when the agreed conditions, relating to Brent prices, were met. Of this amount of contingent payments, the Company has
already recognized US$ 29. The contract provides for revaluations until 2030.
|
23.5.
|
Cash flows from sales of interest with loss of control
|
In the nine-month periods ended September 30, 2021 and 2020,
the Company disposed of its interest in certain subsidiaries over which control was lost. The following table summarizes cash flows arising
from losing control in subsidiaries:
|
|
Cash received
|
Cash in subsidiary before losing control
|
Net Proceeds
|
|
Jan-Sep/2021
|
|
|
|
|
PUDSA
|
62
|
(15)
|
47
|
|
Total
|
62
|
(15)
|
47
|
|
Jan-Sep/2020
|
|
|
|
|
Petrobras Oil & Gas B.V.(PO&GBV) (*)
|
276
|
−
|
276
|
|
Total
|
276
|
−
|
276
|
|
24.
|
Assets by operating segment
|
|
|
Exploration and Production
|
Refining, Transportation & Marketing
|
Gas
&
Power
|
Corporate and other business
|
Elimina-tions
|
Total
|
|
|
|
|
|
|
|
|
|
Consolidated assets by operating segment - 09.30.2021
|
|
|
|
|
|
|
|
|
|
Current assets
|
4,880
|
13,128
|
3,592
|
14,252
|
(5,272)
|
30,580
|
|
Non-current assets
|
111,318
|
22,045
|
6,685
|
8,563
|
(1)
|
148,610
|
|
Long-term receivables
|
4,873
|
2,333
|
302
|
6,765
|
(1)
|
14,272
|
|
Investments
|
410
|
1,332
|
121
|
21
|
−
|
1,884
|
|
Property, plant and equipment
|
103,320
|
18,284
|
6,192
|
1,606
|
−
|
129,402
|
|
Operating assets
|
92,530
|
15,764
|
3,772
|
1,350
|
−
|
113,416
|
|
Under construction
|
10,789
|
2,520
|
2,420
|
257
|
−
|
15,986
|
|
Intangible assets
|
2,715
|
96
|
70
|
171
|
−
|
3,052
|
|
Total Assets
|
116,198
|
35,173
|
10,277
|
22,815
|
(5,273)
|
179,190
|
|
|
|
|
|
|
|
|
|
Consolidated assets by operating segment - 12.31.2020
|
|
|
|
|
|
|
|
|
|
Current assets
|
5,333
|
8,170
|
1,975
|
15,337
|
(3,427)
|
27,388
|
|
Non-current assets
|
114,947
|
23,879
|
8,321
|
15,473
|
2
|
162,622
|
|
Long-term receivables
|
4,745
|
2,539
|
976
|
11,938
|
2
|
20,200
|
|
Investments
|
390
|
400
|
607
|
1,876
|
−
|
3,273
|
|
Property, plant and equipment
|
95,222
|
20,842
|
6,614
|
1,523
|
−
|
124,201
|
|
Operating assets
|
84,916
|
18,304
|
4,300
|
1,238
|
−
|
108,758
|
|
Under construction
|
10,305
|
2,537
|
2,315
|
286
|
−
|
15,443
|
|
Intangible assets
|
14,590
|
98
|
124
|
136
|
−
|
14,948
|
|
Total Assets
|
120,280
|
32,049
|
10,296
|
30,810
|
(3,425)
|
190,010
|
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
25.1.
|
Balance by type of finance debt
|
|
In Brazil
|
09.30.2021
|
12.31.2020
|
|
Banking Market
|
1,250
|
5,016
|
|
Capital Market
|
2,511
|
2,512
|
|
Development banks
|
813
|
1,315
|
|
Others
|
8
|
11
|
|
Total
|
4,582
|
8,854
|
|
Abroad
|
|
|
|
Banking Market
|
9,274
|
13,581
|
|
Capital Market
|
19,702
|
27,625
|
|
Development banks
|
-
|
201
|
|
Export Credit Agency
|
2,972
|
3,424
|
|
Others
|
186
|
203
|
|
Total
|
32,134
|
45,034
|
|
Total finance debt
|
36,716
|
53,888
|
|
Current
|
3,417
|
4,186
|
|
Non-current
|
33,299
|
49,702
|
Current finance debt is composed of:
|
|
09.30.2021
|
12.31.2020
|
|
Short-term debt
|
116
|
1,140
|
|
Current portion of long-term debt
|
2,843
|
2,383
|
|
Accrued interest on short and long-term debt
|
458
|
663
|
|
Total
|
3,417
|
4,186
|
At September 30, 2021, there was no default, breach of covenants
or change in collateral provided or clauses that would result in change in payment terms compared December 31, 2020.
|
25.2.
|
Changes in finance debt and reconciliation with cash flows from financing activities
|
|
|
Balance at 12.31.2019
|
Additions
|
Principal amorti zation (*)
|
Interest amorti zation (*)
|
Accrued interest (**)
|
Foreign exchange/ inflation indexation charges
|
Cumulative translation adjustment (CTA)
|
Modification of contractual cash flows
|
Transfer to liabilities classified as held for sale
|
Balance at 12.31.2020
|
|
In Brazil
|
10,730
|
1,488
|
(1,080)
|
(352)
|
399
|
142
|
(2,473)
|
-
|
-
|
8,854
|
|
Abroad
|
52,530
|
15,535
|
(23,471)
|
(2,967)
|
3,187
|
1,667
|
(1,201)
|
(245)
|
-
|
45,035
|
|
|
63,260
|
17,023
|
(24,551)
|
(3,319)
|
3,586
|
1,809
|
(3,674)
|
(245)
|
−
|
53,889
|
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
|
Balance at
12.31.2020
|
Additions
|
Principal amorti zation (*)
|
Interest amorti zation (*)
|
Accrued interest (**)
|
Foreign exchange/ inflation indexation charges
|
Cumulative translation adjustment (CTA)
|
Modification of contractual cash flows
|
Transfer to liabilities classified as held for sale
|
Balance at 09.30.2021
|
|
In Brazil
|
8,854
|
-
|
(4,213)
|
(245)
|
241
|
173
|
(229)
|
-
|
-
|
4,582
|
|
Abroad
|
45,035
|
1,754
|
(14,894)
|
(1,613)
|
1,970
|
82
|
(201)
|
-
|
-
|
32,134
|
|
|
53,889
|
1,754
|
(19,107)
|
(1,858)
|
2,211
|
255
|
(430)
|
−
|
−
|
36,716
|
|
Debt restructuring
|
|
|
(1,097)
|
-
|
|
|
|
|
|
|
|
Deposits linked to financing (***)
|
|
|
(286)
|
(12)
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
(20,490)
|
(1,870)
|
|
|
|
|
|
|
|
(*) It includes pre-payments.
|
|
(**) It includes premium and discount over notional amounts, as well as gains and losses by modifications in contractual cash flows.
|
|
(***) Deposits linked to financing with China Development Bank (CDB), with semiannual settlements in June and December.
|
For the nine-month period ended September 30, 2021, the Company
used its cash, in addition to raising funds in the international capital market, to settle older debts and manage liabilities, aiming
at improving the debt repayment profile taking into account its alignment with investments returns over the long run.
The Company repaid several finance debts, in the amount of
US$ 22,360 notably: (i) prepayment of banking loans in the domestic and international market totaling US$ 6,344 and (ii) US$ 9,617
to repurchase and withdraw of global bonds previously issued by the Company in the capital market, with net premium paid to bond holders
amounting to US$ 1,095; and (iii) total prepayment of US$ 593 for loans with development agencies.
The company raised US$ 1,442 through bonds issued in the international
capital market (Global Notes) maturing in 2051.
|
25.3.
|
Summarized information on current and non-current finance debt
|
|
Maturity in
|
2021
|
2022
|
2023
|
2024
|
2025
|
2026 onwards
|
Total (**)
|
Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
Financing in U.S.Dollars (US$)(*):
|
1,153
|
2,112
|
2,559
|
3,352
|
2,747
|
17,119
|
29,042
|
31,806
|
|
Floating rate debt
|
810
|
2,112
|
2,559
|
2,675
|
1,934
|
2,040
|
12,130
|
|
|
Fixed rate debt
|
343
|
-
|
-
|
677
|
813
|
15,079
|
16,912
|
|
|
Average interest rate
|
4.4%
|
4.9%
|
5.0%
|
5.4%
|
5.6%
|
6.5%
|
6.1%
|
|
|
Financing in Brazilian Reais (R$):
|
137
|
906
|
418
|
626
|
215
|
2,279
|
4,581
|
4,913
|
|
Floating rate debt
|
17
|
656
|
270
|
270
|
133
|
642
|
1,988
|
|
|
Fixed rate debt
|
120
|
250
|
148
|
356
|
82
|
1,637
|
2,593
|
|
|
Average interest rate
|
3.6%
|
5.3%
|
5.1%
|
4.8%
|
4.4%
|
4.3%
|
4.5%
|
|
|
Financing in Euro (€):
|
36
|
-
|
-
|
14
|
503
|
679
|
1,232
|
1,404
|
|
Fixed rate debt
|
36
|
-
|
-
|
14
|
503
|
679
|
1,232
|
|
|
Average interest rate
|
4.7%
|
-
|
-
|
4.7%
|
4.7%
|
4.7%
|
4.7%
|
|
|
Financing in Pound Sterling (£):
|
65
|
-
|
-
|
-
|
-
|
1,796
|
1,861
|
2,127
|
|
Fixed rate debt
|
65
|
-
|
-
|
-
|
-
|
1,796
|
1,861
|
|
|
Average interest rate
|
6.2%
|
-
|
-
|
-
|
-
|
6.4%
|
6.3%
|
|
|
Total as of September 30, 2021
|
1,391
|
3,018
|
2,977
|
3,992
|
3,465
|
21,873
|
36,716
|
40,250
|
|
Average interest rate
|
4.4%
|
5.0%
|
5.0%
|
5.3%
|
5.5%
|
6.4%
|
6.0%
|
|
|
Total as of December 31, 2020
|
4,186
|
3,282
|
5,892
|
5,961
|
6,229
|
28,338
|
53,888
|
61,517
|
|
Average interest rate
|
4.6%
|
4.8%
|
4.8%
|
5.1%
|
5.2%
|
6.4%
|
5.9%
|
|
|
(*) Includes debt raised in Brazil (in Brazilian reais) indexed to the U.S. dollar.
|
|
(**)The average maturity of outstanding debt as of September 30, 2021 is 13.5 years (11.71 years as of December 31, 2020).
|
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$ 21,701 of September 30, 2021 (US$ 33,236 of December 31, 2020); and
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
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$ 18,549 as of September 30, 2021 (US$ 28,281 as of December 31, 2020).
The sensitivity analysis for financial instruments subject
to foreign exchange variation is set out in note 29.3.
A maturity schedule of the Company’s finance debt (undiscounted),
including face value and interest payments is set out as follows:
|
Maturity
|
2021
|
2022
|
2023
|
2024
|
2025
|
2026 and thereafter
|
09.30.2021
|
12.31.2020
|
|
Principal
|
869
|
3,080
|
3,073
|
4,076
|
3,538
|
22,945
|
37,581
|
55,130
|
|
Interest
|
437
|
1,725
|
1,563
|
1,496
|
1,342
|
24,074
|
30,637
|
38,953
|
|
Total
|
1,306
|
4,805
|
4,636
|
5,572
|
4,880
|
47,019
|
68,218
|
94,083
|
|
(*) A maturity schedule of the lease arrangements (nominal amounts) is set out in note 26
|
|
|
|
|
|
|
|
09.30.2021
|
|
Company
|
Financial
institution
|
Date
|
Maturity
|
Available
(Lines of Credit)
|
Used
|
Balance
|
|
Abroad
|
|
|
|
|
|
|
|
PGT BV
|
Syndicate of banks
|
3/7/2018
|
2/7/2023
|
4,350
|
−
|
4,350
|
|
PGT BV
|
Syndicate of banks (*)
|
3/27/2019
|
2/27/2024
|
3,250
|
−
|
3,250
|
|
PGT BV
|
The Export - Import Bank of China
|
12/23/2019
|
12/27/2021
|
750
|
714
|
36
|
|
Total
|
|
|
|
8,350
|
714
|
7,636
|
|
|
|
|
|
|
|
|
|
In Brazil
|
|
|
|
|
|
|
|
Petrobras
|
Banco do Brasil
|
3/23/2018
|
1/26/2023
|
368
|
−
|
368
|
|
Petrobras
|
Bradesco
|
6/1/2018
|
5/31/2023
|
368
|
−
|
368
|
|
Petrobras
|
Banco do Brasil
|
10/4/2018
|
9/5/2025
|
368
|
−
|
368
|
|
Transpetro
|
Caixa Econômica Federal
|
11/23/2010
|
Not defined
|
60
|
−
|
60
|
|
Total
|
|
|
|
1,164
|
−
|
1,164
|
|
(*) In April 2021, Petrobras extended part of the Revolving Credit Facility. Hence, US$2,050 will be available from February 28, 2024 to February 27, 2026.
|
The Company is the lessee in agreements primarily including
oil and gas producing units, drilling rigs and other exploration and production equipment, vessels and support vessels, helicopters, lands
and buildings.
Changes in the balance of lease liabilities are presented
below:
|
|
Balance at 12.31.2020
|
Remeasure-ment / new contracts
|
Payment of principal and interest (*)
|
Interest expenses
|
Foreign exchange gains and losses
|
Cumulative translation adjustment
|
Transfers
|
Balance at 09.30.2021
|
|
In Brazil
|
4,340
|
549
|
(1,162)
|
174
|
97
|
(180)
|
20
|
3,838
|
|
Abroad
|
17,310
|
4,267
|
(3,218)
|
731
|
794
|
(833)
|
(17)
|
19,034
|
|
Total
|
21,650
|
4,816
|
(4,380)
|
905
|
891
|
(1,013)
|
3
|
22,872
|
A maturity schedule of the lease arrangements (nominal amounts)
is set out as follows:
|
Nominal Future Payments
|
2021
|
2022
|
2023
|
2024
|
2025
|
2026 onwards
|
Total
|
|
Balance at September 30, 2021
|
1,778
|
5,002
|
3,710
|
2,699
|
2,127
|
15,773
|
31,089
|
|
Balance at December 31, 2020
|
5,756
|
4,310
|
2,896
|
2,250
|
1,825
|
11,983
|
29,020
|
Payments in certain lease agreements vary due to changes in
facts or circumstances occurring after their inception other than the passage of time. Such payments are not included in the measurement
of the lease obligations. Variable lease payments in the nine-month period ended September 30,2021 amounted to US$ 606, representing
14% in relation to fixed payments (US$ 554 and 13% in the same period of 2020).
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
In the nine-month period ended September 30, 2021, the Company
recognized lease expenses in the amount of US$ 74 relating to short-term leases (US$ 101 in the same period of 2020).
At September 30, 2021, 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$ 70,227
(US$ 67,408 at December 31, 2020). The increase in the the nine-month period ended September 30,2021 corresponds to new contractual
commitment, including another floating production unit.
The sensitivity analysis of financial instruments subject
to exchange variation is presented in note 29.3.
|
27.1.
|
Share capital (net of share issuance costs)
|
As of September 30, 2021 and December 31, 2020, 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, 2021 and December 31, 2020, the Company
held treasury shares, of which 222,760 are common shares and 72,909 are preferred shares.
|
27.2.
|
Distributions to shareholders
|
On April 14, 2021, the Annual General Shareholders Meeting
approved dividends relating to 2020, amounting to US$ 1,977 (corresponding to 0.1515 per outstanding share). Thus, additional dividends
proposed to ordinary shareholders in the amount of US$ 1,128 were reclassified from shareholder’s equity to liabilities.
On April 29, 2021, dividends were paid, in the amount of US$ 1,990,
updated by Selic rate (Brazilian short-term interest rate) since December 31, 2020.
On August 4, 2021, the Company’s Board of Directors
approved the anticipation of distribution to shareholders for 2021, in the total amount of US$ 6,066 (R$ 31,600 million), equivalent to
US$ 0.4651 (R$ 2.4225) per common and preferred shares, in two installments, as shown in the following table:
|
|
|
|
|
Common Shares
|
Preferred Shares
|
|
|
Payment
|
Date of Board of Directors approval
|
Date of register
|
Date of Payment
|
Amount
|
Amount per Share
|
Amount
|
Amount per Share
|
Total Amount
|
|
1st installment – dividends
|
08.04.2021
|
08.16.2021
|
08.25.2021
|
2,300
|
0.3091
|
1,731
|
0.3091
|
4,031
|
|
2nd installment (*)
|
08.04.2021
|
12.01.2021
|
12.15.2021
|
1,161
|
0.1560
|
874
|
0.1560
|
2,035
|
|
|
|
|
|
3,461
|
0.4651
|
2,605
|
0.4651
|
6,066
|
|
(*) Subsequently, the Executive Officers will define the legal form of distribution of the 2nd installment, whether in the form of dividends or interest on capital.
|
|
|
|
|
|
|
|
|
|
|
|
Amounts translated into U.S. dollar based on the exchange rate prevailing at the date of the approval.
|
This distribution will be deducted from the Company’s
distribution for 2021 and will be adjusted by the SELIC rate from the date of the payment to the end of the fiscal year and will be deducted
from the minimum mandatory dividends, including for the payment of minimum priority dividend to preferred shareholders.
At September 30, 2021, the balance of dividends payable within
current liabilities is US$ 1,950 and is composed of US$ 1,949 to be paid to shareholders of Petrobras, representing the second
installment of the anticipation approved on August 4, 2021, and US$ 1 to non-controlling shareholders.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
27.3.
|
Earnings (losses) per share
|
|
|
|
Jan-Sep/2021
|
|
Jan-Sep/2020
|
|
|
Common
|
Preferred
|
Total
|
Common
|
Preferred
|
Total
|
|
Net income (loss) attributable to shareholders of Petrobras
|
8,124
|
6,115
|
14,239
|
(5,915)
|
(4,453)
|
(10,368)
|
|
Weighted average number of outstanding shares
|
7,442,231,382
|
5,601,969,879
|
13,044,201,261
|
7,442,231,382
|
5,601,969,879
|
13,044,201,261
|
|
Basic and diluted earnings (losses) per share - in U.S. dollars
|
1.09
|
1.09
|
1.09
|
(0.79)
|
(0.79)
|
(0.79)
|
|
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (*)
|
2.18
|
2.18
|
2.18
|
(1.58)
|
(1.58)
|
(1.58)
|
|
|
|
|
|
Jul-Sep/2021
|
|
Jul-Sep/2020
|
|
|
Common
|
Preferred
|
Total
|
Common
|
Preferred
|
Total
|
|
Net income (loss) attributable to shareholders of Petrobras
|
3,388
|
2,550
|
5,938
|
(135)
|
(101)
|
(236)
|
|
Weighted average number of outstanding shares
|
7,442,231,382
|
5,601,969,879
|
13,044,201,261
|
7,442,231,382
|
5,601,969,879
|
13,044,201,261
|
|
Basic and diluted earnings (losses) per share - in U.S. dollars
|
0.46
|
0.46
|
0.46
|
(0.02)
|
(0.02)
|
(0.02)
|
|
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (*)
|
0.92
|
0.92
|
0.92
|
(0.04)
|
(0.04)
|
(0.04)
|
|
(*) Petrobras' ADSs are equivalent to two shares.
|
Basic earnings (losses) per share are calculated by dividing
the net income (loss) attributable to shareholders of Petrobras by the weighted average number of outstanding shares during the period.
Diluted earnings (losses) per share are calculated by adjusting
the net income (loss) 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 (losses) are identical as the Company
has no potentially dilutive shares.
|
28.
|
Fair value of financial assets and liabilities
|
|
|
Level I
|
Level II
|
Level III
|
Total fair
value
recorded
|
|
Assets
|
|
|
|
|
|
Marketable securities
|
537
|
-
|
-
|
537
|
|
Foreign currency derivatives
|
-
|
42
|
-
|
42
|
|
Interest rate derivatives
|
-
|
2
|
-
|
2
|
|
Balance at September 30, 2021
|
537
|
44
|
-
|
581
|
|
Balance at December 31, 2020
|
652
|
115
|
−
|
767
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Foreign currency derivatives
|
-
|
(297)
|
-
|
(297)
|
|
Commodity derivatives
|
(15)
|
−
|
-
|
(15)
|
|
Balance at September 30, 2021
|
(15)
|
(297)
|
-
|
(312)
|
|
Balance at December 31, 2020
|
(10)
|
(269)
|
−
|
(279)
|
|
|
|
|
|
|
The estimated fair value for the Company’s long-term
debt, computed based on the prevailing market rates, is set out in note 25.
Certain receivables are classified as fair value through profit
or loss, as presented in note 9.
The fair values of cash and cash equivalents, short-term debt
and other financial assets and liabilities are equivalent or do not differ significantly from their carrying amounts.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
29.1.
|
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, 2021 , as well as the amounts recognized
in the statement of income and other comprehensive income and the guarantees given is set out as follows:
|
|
|
Statement of Financial Position
|
|
|
|
|
|
Fair value
|
|
|
|
Notional value
|
Asset Position (Liability)
|
Maturity
|
|
|
09.30.2021
|
12.31.2020
|
09.30.2021
|
12.31.2020
|
|
|
Derivatives not designated for hedge accounting
|
|
|
|
|
|
|
Future contracts - total (*)
|
(3,506)
|
(240)
|
(15)
|
(10)
|
|
|
Long position/Crude oil and oil products
|
852
|
3,927
|
-
|
-
|
2021
|
|
Short position/Crude oil and oil products
|
(4,358)
|
(4,167)
|
-
|
-
|
2021
|
|
Options
|
(7)
|
−
|
−
|
−
|
−
|
|
Short call / Soybean oil (**)
|
(12)
|
−
|
−
|
-
|
2021
|
|
Long put / Soybean oill (**)
|
5
|
−
|
−
|
-
|
2021
|
|
Options
|
|
|
|
|
|
|
Short Call (BRL/USD) (***)
|
US$ (17)
|
−
|
-
|
-
|
2021
|
|
Long put (BRL/USD) (***)
|
US$ 7
|
−
|
-
|
-
|
2021
|
|
Forward contracts
|
|
|
|
|
|
|
Long position/Foreign currency forwards (GPD/USD) (***)
|
−
|
GBP 354
|
-
|
23
|
-
|
|
Swap
|
|
|
|
|
|
|
Foreign currency / Cross-currency Swap (***)
|
GBP 615
|
GBP 615
|
42
|
44
|
2026
|
|
Foreign currency / Cross-currency Swap (***)
|
GBP 600
|
GBP 600
|
(73)
|
(26)
|
2034
|
|
Swap - IPCA
|
R$ 3,008
|
R$ 3,008
|
2
|
47
|
2029/2034
|
|
Foreign currency / Cross-currency Swap (***)
|
US$ 729
|
US$ 729
|
(225)
|
(244)
|
2024/2029
|
|
Total recognized in the Statement of Financial Position
|
|
|
(269)
|
(166)
|
|
|
(*) Notional value in thousands of bbl.
|
|
(**) Notional value in thousands tons.
|
|
(***) Amounts in US$ and GBP are presented in million.
|
|
|
Gains/ (losses) recognized in the statement of income
|
|
|
2021
|
2020
|
2021
|
2020
|
|
|
Jan-Sep
|
Jan-Sep
|
Jul-Sep
|
Jul-Sep
|
|
Commodity derivatives
|
|
|
|
|
|
Crude oil - 29.2 (a)
|
−
|
(502)
|
−
|
(49)
|
|
Other commodity derivative transactions - 29.2 (b)
|
(56)
|
201
|
(14)
|
1
|
|
Recognized in Other Income and Expenses
|
(56)
|
(301)
|
(14)
|
(48)
|
|
Currency derivatives
|
|
|
|
|
|
Swap Pounds Sterling x Dollar - 29.3 (b)
|
(94)
|
(174)
|
(91)
|
112
|
|
NDF – Euro x Dollar - 29.3 (b)
|
−
|
(23)
|
−
|
−
|
|
NDF – Pounds Sterling x Dollar - 29.3 (b)
|
9
|
(6)
|
−
|
14
|
|
Swap CDI x Dollar - 29.3 (c)
|
2
|
(333)
|
(54)
|
(26)
|
|
Others
|
1
|
(2)
|
−
|
−
|
|
|
(82)
|
(538)
|
(145)
|
100
|
|
Interest rate derivatives
|
|
|
|
|
|
Swap - CDI X IPCA
|
(36)
|
(25)
|
(26)
|
(8)
|
|
|
(36)
|
(25)
|
(26)
|
(8)
|
|
Cash flow hedge on exports (*)
|
(3,339)
|
(3,586)
|
(1,032)
|
(1,143)
|
|
Recognized in Net finance income (expense)
|
(3,457)
|
(4,149)
|
(1,203)
|
(1,051)
|
|
Total
|
(3,513)
|
(4,450)
|
(1,217)
|
(1,099)
|
|
(*) As presented in note 29.3
|
|
|
|
|
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
|
Gains/ (losses) recognized in other comprehensive income
|
|
|
2021
|
2020
|
2021
|
2020
|
|
|
Jan-Sep
|
Jan-Sep
|
Jul-Sep
|
Jul-Sep
|
|
Cash flow hedge on exports (*)
|
883
|
(22,164)
|
(3,875)
|
(186)
|
|
|
|
|
|
|
|
(*) As presented in note 29.3
|
|
|
|
|
|
|
|
Guarantees given as collateral
|
|
|
|
|
09.30.2021
|
12.31.2020
|
|
Commodity derivatives
|
|
|
47
|
13
|
|
Currency derivatives
|
|
|
(26)
|
78
|
|
Total
|
|
|
22
|
91
|
A sensitivity analysis of the derivative financial instruments
for the different types of market risks as of September 30, 2021 is set out as follows:
|
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
|
-
|
(57)
|
(114)
|
|
|
|
−
|
(57)
|
(114)
|
The probable scenario uses market references, used in pricing
models for oil, oil products and natural gas markets, and takes into account the closing price of the asset on September 30, 2021. 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 25% and
50%, respectively. To simulate the most unfavorable scenarios, the variation was applied to each asset according open transactions: price
decrease for long positions and increase for short positions.
|
29.2.
|
Risk management of crude oil and oil 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.
In March 2020, in order to preserve the Company's liquidity,
Petrobras approved a hedge strategy for exported oil already shipped but not priced mainly due to the high volatility at that time, both
due to the effects of the oil price drop and the effects of the COVID-19 pandemic on the global oil consumption.
As a result of this strategy, from April 2020, transactions
using forward (swap) and futures contracts were carried out. Forward transactions do not require initial disbursement, whereas future
transactions require margin deposits, depending on the volume contracted. .
|
b)
|
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.
|
29.3.
|
Foreign exchange risk management
|
|
a)
|
Cash Flow Hedge involving the Company’s future exports
|
The carrying amounts, the fair value as of September 30, 2021,
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$ 5,4394 exchange rate are set out below:
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
Present value of hedging instrument notional value at 09.30.2021
|
|
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 2021 to September 2031
|
60,292
|
327,955
|
|
Changes in the present value of hedging instrument notional value
|
US$ million
|
R$ million
|
|
Amounts designated as of January 1, 2021
|
61,502
|
319,608
|
|
Additional hedging relationships designated, designations revoked and hedging instruments re-designated
|
20,171
|
108,627
|
|
Exports affecting the statement of income
|
(10,896)
|
(57,970)
|
|
Principal repayments / amortization
|
(10,485)
|
(55,770)
|
|
Foreign exchange variation
|
-
|
13,460
|
|
Amounts designated as of September 30, 2021
|
60,292
|
327,955
|
|
Nominal value of hedging instrument (finance debt and lease liability) at September 30, 2021
|
66,237
|
360,290
|
According to the 2021-2025 Strategic Plan, there is an increase
in expected exports and consequently in highly probable future exports, but not in an amount equal to or greater than the finance debt
and lease liabilities subject to designation as hedge instruments. As a result, the relevant increase in Dollar/Real exposure observed
during 2020 remains at September 30, 2021, as presented in item (c) below.
In the nine-month period ended September 30, 2021, the Company
recognized a US$ 15 gain within foreign exchange gains (losses) due to ineffectiveness (a US$ 1 loss in the same period of 2020).
The average ratio of future exports for which cash flow hedge
accounting was designated to the highly probable future exports is 100%.
A roll-forward schedule of cumulative foreign exchange losses
recognized in other comprehensive income as of September 30, 2021 is set out below:
|
|
Exchange rate variation
|
Tax effect
|
Total
|
|
Balance at January 1,2020
|
(20,517)
|
6,977
|
(13,540)
|
|
Recognized in Other comprehensive income
|
(21,460)
|
7,296
|
(14,164)
|
|
Reclassified to the statement of income - occurred exports
|
4,172
|
(1,419)
|
2,753
|
|
Reclassified to the statement of income - exports no longer expected or not occurred
|
548
|
(187)
|
361
|
|
Balance at December 31, 2020
|
(37,257)
|
12,667
|
(24,590)
|
|
Recognized in Other comprehensive income
|
(2,456)
|
835
|
(1,621)
|
|
Reclassified to the statement of income - occurred exports
|
3,339
|
(1,134)
|
2,205
|
|
Balance at September 30, 2021
|
(36,374)
|
12,368
|
(24,006)
|
Additional hedging relationships may be revoked or additional
reclassification adjustments from equity to the statement of income may occur as a result of changes in forecasted export prices and export
volumes following a revision of the Company’s strategic plan. Based on a sensitivity analysis considering a US$ 10/barrel decrease
in Brent prices stress scenario, when compared to the Brent price projections in our Strategic Plan 2021-2025, would indicate a US$ 3
reclassification from equity to the statement of income.
A schedule of expected reclassification of cumulative foreign
exchange losses recognized in other comprehensive income to the statement of income as of September 30, 2021 is set out below:
|
|
2021
|
2022
|
2023
|
2024
|
2025
|
2026
|
2027
|
2028 to 2030
|
Total
|
|
Expected realization
|
(1,971)
|
(8,099)
|
(6,656)
|
(5,141)
|
(3,574)
|
(3,144)
|
(3,241)
|
(4,548)
|
(36,374)
|
|
|
|
|
|
|
|
|
|
|
|
|
b)
|
Information on ongoing contracts
|
As of September 30, 2021, the company has outstanding swap
contracts - IPCA x CDI and CDI x Dollar, swap - Pound sterling x Dollar and Non Deliverable Forward (NDF) - Pound x Dollar.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
Swap contracts – IPCA x CDI and CDI
x Dollar
Changes in future interest rate curves (CDI) may have an impact
on the Company's results, due to the market value of these swap contracts. The parallel shock was estimated from the average term of swap
contracts (25% of the future interest rate). A sensitivity analysis on CDI through a parallel shock keeping all other variables remaining
constant, would result in the impacts shown in the following table:
|
Sensitivity Analysis
|
Result
|
|
Parallel increase of 300 basis points
|
(6)
|
|
Parallel reduction of 300 basis points
|
21
|
|
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 stressed scenarios (a 25% and
a 50% change in the foreign exchange rates prevailing on September 30, 2021), 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.
|
Financial Instruments
|
Exposure at 09.30.2021
|
Risk
|
Probable Scenario (*)
|
Reasonably possible
scenario
|
Remote
Scenario
|
|
Assets
|
4,776
|
|
(210)
|
1,194
|
2,388
|
|
Liabilities
|
(97,738)
|
Dollar/Real
|
4,302
|
(24,434)
|
(48,869)
|
|
Exchange rate - Cross currency swap
|
(553)
|
|
24
|
(138)
|
(277)
|
|
Cash flow hedge on exports
|
60,292
|
|
(2,654)
|
15,073
|
30,146
|
|
|
(33,223)
|
|
1,462
|
(8,305)
|
(16,612)
|
|
Assets
|
3
|
Euro/Real
|
−
|
1
|
1
|
|
Liabilities
|
(25)
|
|
1
|
(6)
|
(13)
|
|
|
(22)
|
|
1
|
(5)
|
(12)
|
|
Assets
|
1,262
|
Euro/Dollar
|
23
|
315
|
631
|
|
Liabilities
|
(2,615)
|
|
(48)
|
(654)
|
(1,308)
|
|
|
(1,353)
|
|
(25)
|
(339)
|
(677)
|
|
Assets
|
2
|
Pound
|
−
|
1
|
1
|
|
Liabilities
|
(22)
|
|
−
|
(6)
|
(11)
|
|
|
(20)
|
|
−
|
(5)
|
(10)
|
|
Assets
|
1,886
|
Pound
|
46
|
471
|
943
|
|
Liabilities
|
(3,734)
|
|
(91)
|
(933)
|
(1,867)
|
|
Derivative - cross currency swap
|
1,637
|
|
40
|
409
|
819
|
|
|
(211)
|
|
(5)
|
(53)
|
(105)
|
|
Total at September 30, 2021
|
(34,829)
|
|
1,433
|
(8,707)
|
(17,416)
|
|
Total at December 31, 2020
|
(43,263)
|
|
384
|
(10,815)
|
(21,631)
|
|
(*) At September 30, 2021, the probable scenario was computed based on the following risks: R$ x U.S. Dollar - a 4.4% appreciation of the Real; Euro x U.S. Dollar: a 1.9% appreciation of the Euro; Pound Sterling x U.S. Dollar: a 2.55% appreciation of the Pound Sterling; Real x Euro: a 2.6% appreciation of the Real; and Real x Pound Sterling - a 2% appreciation of the Real. Source: Focus and Thomson Reuters.
|
|
29.4.
|
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 12-month term. Amounts referring to reasonably possible and remote scenarios mean the total floating
interest expense if there is a variation of 25% and 50% in these interest rates, respectively, maintaining all other variables constant.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
Risk
|
|
Probable Scenario (*)
|
Reasonably possible
scenario
|
Remote
Scenario
|
|
LIBOR 1M
|
|
−
|
−
|
−
|
|
LIBOR 3M
|
|
1
|
2
|
2
|
|
LIBOR 6M
|
|
327
|
366
|
405
|
|
CDI
|
|
101
|
127
|
152
|
|
TJLP
|
|
55
|
69
|
83
|
|
IPCA
|
|
77
|
96
|
116
|
|
|
|
561
|
660
|
758
|
|
(*) The probable scenario was calculated considering the quotations of currencies and floating rates to which the debts are indexed.
|
|
29.5.
|
Liquidity risk management
|
Following its liability management strategy, the Company regularly
evaluates market conditions and may enter into transactions to repurchase its own securities or those of its affiliates, 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.
|
30.
|
Related-party transactions
|
The Company has a related-party transactions policy, which
is annually revised and approved by the Board of Directors in accordance with the Company’s by-laws.
|
30.1.
|
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:
|
|
|
09.30.2021
|
|
12.31.2020
|
|
|
|
|
|
|
|
|
Assets
|
Liabilities
|
Assets
|
Liabilities
|
|
Joint ventures and associates
|
|
|
|
|
|
BR Distribuidora, current Vibra Energia
|
−
|
−
|
196
|
39
|
|
Natural Gas Transportation Companies
|
−
|
−
|
74
|
191
|
|
State-controlled gas distributors (joint ventures)
|
231
|
37
|
225
|
68
|
|
Petrochemical companies (associates)
|
38
|
38
|
17
|
9
|
|
Other associates and joint ventures
|
135
|
26
|
152
|
120
|
|
Subtotal
|
404
|
101
|
664
|
427
|
|
Brazilian government – Parent and its controlled entities
|
|
|
|
|
|
Government bonds
|
1,467
|
-
|
1,632
|
-
|
|
Banks controlled by the Brazilian Government
|
8,452
|
1,487
|
7,676
|
3,707
|
|
Receivables from the Electricity sector
|
14
|
−
|
205
|
−
|
|
Petroleum and alcohol account - receivables from the Brazilian Government
|
497
|
-
|
482
|
-
|
|
Brazilian Federal Government - dividends
|
2
|
559
|
2
|
−
|
|
Others
|
5
|
26
|
38
|
47
|
|
Subtotal
|
10,437
|
2,072
|
10,035
|
3,754
|
|
Pension plans
|
71
|
30
|
52
|
65
|
|
Total
|
10,912
|
2,203
|
10,751
|
4,246
|
|
Current
|
2,387
|
1,019
|
2,663
|
1,225
|
|
Non-Current
|
8,525
|
1,184
|
8,088
|
3,021
|
|
Total
|
10,912
|
2,203
|
10,751
|
4,246
|
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
The income/expenses of significant transactions are set out
in the following table:
|
|
2021
|
2020
|
2021
|
2020
|
|
|
Jan-Sep
|
Jan-Sep
|
Jul-Sep
|
Jul-Sep
|
|
Joint ventures and associates
|
|
|
|
|
|
BR Distribuidora, current Vibra Energia
|
12,745
|
5,109
|
5,137
|
1,928
|
|
Natural Gas Transportation Companies
|
(362)
|
(972)
|
(58)
|
(451)
|
|
State-controlled gas distributors (joint ventures)
|
1,719
|
938
|
685
|
378
|
|
Petrochemical companies (associates)
|
2,622
|
1,424
|
1,032
|
445
|
|
Other associates and joint ventures
|
272
|
9
|
153
|
(84)
|
|
Subtotal
|
16,996
|
6,508
|
6,949
|
2,216
|
|
Brazilian government – Parent and its controlled entities
|
|
|
|
|
|
Government bonds
|
38
|
23
|
18
|
10
|
|
Banks controlled by the Brazilian Government
|
(140)
|
(315)
|
(47)
|
(223)
|
|
Receivables from the Electricity sector
|
127
|
23
|
15
|
10
|
|
Petroleum and alcohol account - receivables from the Brazilian Government
|
37
|
3
|
15
|
1
|
|
Brazilian Federal Government - dividends
|
−
|
(3)
|
4
|
(1)
|
|
Empresa Brasileira de Administração de Petróleo e Gás Natural – Pré-Sal Petróleo S.A. – PPSA
|
(81)
|
(45)
|
(14)
|
(5)
|
|
Others
|
(63)
|
(10)
|
(30)
|
(10)
|
|
Subtotal
|
(82)
|
(324)
|
(39)
|
(218)
|
|
Total
|
16,914
|
6,184
|
6,910
|
1,998
|
|
Revenues, mainly sales revenues
|
17,647
|
7,863
|
7,043
|
2,888
|
|
Purchases and services
|
(547)
|
(1,397)
|
(61)
|
(682)
|
|
Income (expenses)
|
(188)
|
−
|
(41)
|
−
|
|
Foreign exchange and inflation indexation charges, net
|
(73)
|
(252)
|
(28)
|
(193)
|
|
Finance income (expenses), net
|
75
|
(30)
|
(3)
|
(15)
|
|
Total
|
16,914
|
6,184
|
6,910
|
1,998
|
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.
Petrobras on agreement with Amazonas Energia
On April 7, 2021, Petrobras and its subsidiaries Breitener
Tambaqui S.A. and Breitener Jaraqui S.A. signed a legal agreement with Amazonas Energia S.A. (debtor) and Centrais Elétricas Brasileiras
S.A. - Eletrobras (jointly responsible) , in the amount of US$ 77 (R$ 436 million), for the collection of amounts relating to seven lawsuits,
which will be suspended until the full settlement of the negotiated credits. The debt will be settled in 60 installments updated based
on 124.75% of the CDI, from January 18, 2021 until full settlement.
The signing of the agreement generated a positive effect on
the Company’s statement of income in the second quarter of 2021 of US$ 59 (R$ 328 million), net of tax effects.
|
NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
|
|
30.2.
|
Compensation of key management personnel
|
The total compensation of Executive Officers and Board Members of Petrobras
is set out as follows:
|
|
|
Jan-Sep/2021
|
|
Jan-Sep/2020
|
|
|
Executive Officers
|
Board of Directors
|
Total
|
Executive Officers
|
Board of Directors
|
Total
|
|
Wages and short-term benefits
|
1.9
|
−
|
1.9
|
2.0
|
0.1
|
2.1
|
|
Social security and other employee-related taxes
|
0.5
|
−
|
0.5
|
0.5
|
−
|
0.5
|
|
Post-employment benefits (pension plan)
|
0.2
|
−
|
0.2
|
0.1
|
−
|
0.1
|
|
Benefits due to termination of tenure
|
0.5
|
-
|
0.5
|
0.1
|
-
|
0.1
|
|
Total compensation recognized in the statement of income
|
3.1
|
−
|
3.1
|
2.7
|
0.1
|
2.8
|
|
Total compensation paid (*)
|
5.5
|
−
|
5.5
|
2.7
|
−
|
2.7
|
|
Average number of members in the period (**)
|
9.00
|
10.44
|
19.44
|
9.00
|
9.44
|
18.44
|
|
Average number of paid members in the period (***)
|
9.00
|
4.89
|
13.89
|
9.00
|
4.33
|
13.33
|
|
(*) The variable compensation (PPP) paid to management is included in the Executive Officers columns.
|
|
(**) Monthly average number of members.
|
|
(***) Monthly average number of paid members.
|
For the nine-month period ended September 30, 2021, expenses
related to compensation of the board members and executive officers of Petrobras amounted to US$ 10 (US$ 9 for the same
period of 2020).
On April 14, 2021, the Company’s Annual Shareholders’
Meeting set the threshold for the overall compensation for executive officers and board members at US$ 9 (R$ 47.06 million)
from April 2021 to March 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 Audit Committee or Audit Committee of Petrobras
and its subsidiaries are only compensated with respect to their Audit Committee duties. The total compensation concerning these members
was US$ 391 thousand for the nine-month period ended September 30, 2021 (US$ 460 thousand with tax and social security costs).
For the same period of 2020, the total compensation concerning these members was US$ 326 thousand (US$ 391 thousand with tax
and social security costs).
|
31.
|
Supplemental information on statement of cash flows
|
|
|
Jan-Sep/2021
|
Jan-Sep/2020
|
|
Amounts paid/received during the period:
|
|
|
|
Withholding income tax paid on behalf of third-parties
|
548
|
577
|
|
Capital expenditures and financing activities not involving cash
|
|
|
|
Lease
|
5,290
|
2,371
|
|
Provision/(reversals) for decommissioning costs
|
1
|
12
|
|
Use of deferred tax and judicial deposit for the payment of contingency
|
540
|
1
|
|
Intangible assets received due to assumption of participation in concessions
|
99
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-
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Completion of obligations set forth in agreement with the
U.S. Department of Justice - DoJ
On September 27, 2018, Petrobras announced the settlement
of the open matters with the Securities and Exchange Commission - SEC and the U.S. Department of Justice - DoJ, during the period from
2003 to 2012.
Thus, Petrobras concluded the obligations set forth in the
agreement with the DoJ, including continuing to enhance its integrity program and self-reporting during the agreement’s three-year
term.
Environmental Claims Agreement
On October 8, 2021, Petrobras signed an agreement relating
to three public civil actions that set out environmental damages arising from the leakage of the Santa Catarina - Paraná (OSPAR)
pipeline on July 16, 2000, in Araucária city in the state of Paraná. As of September 30, 2021, the values related to public
civil actions are classified as probable loss and recorded in the financial statements, as set out in note 14.1.
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NOTES TO THE UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
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The value of the agreement is US$ 257 (R$ 1.4 billion),
to be paid in four quarterly installments, from its signature and judicial approval. The effectiveness of the agreement is subject to
approval by the Federal Regional Court of 4th Region.
Agreement with National Agency of Petroleum, Natural Gas
and Biofuels (ANP)
In October 2021, Petrobras' Board of Executive Officers and
Board of Directors approved a proposal to enter into an agreement with the ANP related to royalties on the operation of the Shale Industrialization
Unit (SIX), located in the state of Paraná.
On October 21, 2021, the terms of the Agreement were approved
by the collegiate board of the ANP, involving the payment of US$ 104 (R$ 565 million), recorded in the Company's financial statements
at September 30, 2021.
The payment will be made in 60 installments beginning after
the signing of the agreement and will result in the termination of all legal and administrative proceedings related to the collection
of royalties and administrative fines arising from the exploitation of shale oil carried out by SIX, as well as the execution of a concession
agreement between Petrobras and ANP to discipline research and mining of shale at SIX.
Anticipation of distribution to shareholders
On October 28, 2021, the Company’s Board of Directors
approved the additional anticipation of distribution to shareholders in the total amount of US$ 5,666 (R$ 31,800 million), equivalent
to US$ 0.4344 (R$ 2.4379) per common and preferred shares, to be paid together with the second installment approved on August
4, 2021, as shown in the following table:
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|
|
|
Common Shares
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Preferred Shares
|
|
|
Payment
|
Date of register
|
Date of Payment
|
Amount
|
Amount per Share
|
Amount
|
Amount per Share
|
Total Amount
|
|
3rd installment (*)
|
12.01.2021
|
12.15.2021
|
3,233
|
0.4344
|
2,433
|
0.4344
|
5,666
|
|
(*) Subsequently, the Executive Officers will define the form of distribution of this installment, whether in the form of dividends or interest on capital.
|
|
Amounts translated into U.S. dollar based on the exchange rate prevailing at the date of the approval.
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|
|
|
|
|
|
|
|
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The amount distributed, adjusted by the SELIC rate from the
date of the payment to the end of the fiscal year, will be deducted from the Company’s distribution for 2021, for the purpose of
determining the minimum mandatory dividends, including priority dividends to preferred shareholders.
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33.
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Information related to guaranteed securities issued by subsidiaries
|
|
33.1.
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Petrobras Global Finance B.V. (PGF)
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Petróleo Brasileiro S.A. - Petrobras fully and unconditionally
guarantees the debt securities issued by Petrobras Global Finance B.V. (PGF), a 100-percent-owned finance subsidiary of Petrobras. There
are no significant restrictions on the ability of Petrobras to obtain funds from PGF.