6-K 1 pbr-6k_20190508.htm 6-K pbr-6k_20190508.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the

Securities Exchange Act of 1934

 

For the month of May 2019

 

Commission File Number 1-15106

 

 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

(Exact name of registrant as specified in its charter)

 

 

 

Brazilian Petroleum Corporation - PETROBRAS

(Translation of Registrant's name into English)

 

 

 

Avenida República do Chile, 65 
20031-912 - Rio de Janeiro, RJ
Federative Republic of Brazil

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No ___X____

 


 


 

Petróleo Brasileiro S.A. – Petrobras

 

Index

 

Report of Independent Registered Public Accounting Firm

3

Unaudited Consolidated Statement of Financial Position

4

Unaudited Consolidated Statement of Income

5

Unaudited Consolidated Statement of Comprehensive Income

6

Unaudited Consolidated Statement of Cash Flows

7

Unaudited Consolidated Statement of Changes in Shareholders’ Equity

8

1.

Basis of preparation

9

2.

The “Lava Jato” (Car Wash) Operation and its effects on the Company

9

3.

Summary of significant accounting policies

10

4.

Cash and cash equivalents and Marketable securities

11

5.

Trade and other receivables

12

6.

Inventories

14

7.

Disposal of assets and other changes in organizational structure

14

8.

Investments

16

9.

Property, plant and equipment

17

10.

Intangible assets

19

11.

Exploration and evaluation of oil and gas reserves

19

12.

Finance debt

20

13.

Lease liabilities

23

14.

Related-party transactions

24

15.

Provision for decommissioning costs

26

16.

Taxes

26

17.

Short-term benefits

29

18.

Employee benefits (Post-Employment)

29

19.

Equity

31

20.

Supplemental information on statement of cash flows

31

21.

Sales revenues

32

22.

Costs and expenses by nature

32

23.

Other income and expenses

33

24.

Net finance income (expense)

33

25.

Segment information

34

26.

Provisions for legal proceedings

37

27.

Collateral for crude oil exploration concession agreements

39

28.

Risk management

39

29.

Fair value of financial assets and liabilities

44

30.

Subsequent events

44

31.

Information related to guaranteed securities issued by subsidiaries

45

 

 

2


 

 

 

KPMG Auditores Independentes

Rua do Passeio, 38, setor 2, 17º andar - Centro/RJ

Edifício Passeio Corporate

20021-290 - Rio de Janeiro/RJ - Brasil

Telefone +55 (21) 2207-9400, Fax +55 (21) 2207-9000

www.kpmg.com.br

 

Report of Independent Registered Public Accounting Firm

 

 

The Shareholders and Board of Directors of

Petróleo Brasileiro S.A. - Petrobras

We have reviewed the interim consolidated statement of financial position of Petróleo Brasileiro S.A. - Petrobras and subsidiaries (the “Company”) as of March 31, 2019, and the related interim consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three-month periods ended March 31, 2019 and 2018 and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2018, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated February 27, 2019, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2018, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

 

Rio de Janeiro, May 7, 2019

 

/s/ KPMG Auditores Independentes

 

 

 

KPMG Auditores Independentes, uma sociedade simples brasileira e firma-membro da rede KPMG de firmas-membro independentes e afiliadas à KPMG International Cooperative (“KPMG International”), uma entidade suíça.

KPMG Auditores Independentes, a Brazilian entity and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity.

 

3


 

Petróleo Brasileiro S.A. – Petrobras

Unaudited Consolidated Statement of Financial Position

March 31, 2019 and December 31, 2018

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Assets

Note

03.31.2019

12.31.2018

 

Liabilities

Note

03.31.2019

12.31.2018

Current assets

 

 

 

 

Current liabilities

 

 

 

Cash and cash equivalents

4.1

9,361

13,899

 

Trade payables

 

5,880

6,327

Marketable securities

4.2

1,121

1,083

 

Finance debt

12.1

3,230

3,667

Trade and other receivables

5.1

4,962

5,746

 

Lease liability

13

6,030

23

Inventories

6

8,459

8,987

 

Income taxes payable

16.1

376

211

Recoverable income taxes

16.1

757

739

 

Other taxes payable

16.1

3,121

3,556

Other recoverable taxes

16.1

1,373

1,296

 

Dividends payable

19.2

1,118

1,109

Escrow account - Class action agreement

26.4

2,862

1,881

 

Short-term benefits

17

1,817

1,658

Others

 

2,198

1,485

 

Pension and medical benefits

18.1

853

810

 

 

31,093

35,116

 

Provisions for legal proceedings

26.1

3,394

3,482

Assets classified as held for sale

7

2,424

1,946

 

Agreement with US Authorities

2.1

783

 

 

33,517

37,062

 

Others

 

2,303

2,442

 

 

 

 

 

 

 

28,122

24,068

 

 

 

 

 

Liabilities related to assets classified as held for sale

7

1,015

983

Non-current assets

 

 

 

 

 

 

29,137

25,051

Long-term receivables

 

 

 

 

Non-current liabilities

 

 

 

Trade and other receivables

5.1

5,301

5,492

 

Finance debt

12.1

75,580

80,508

Marketable securities

4.2

52

53

 

Lease liability

13

21,167

162

Judicial deposits

26.2

7,332

6,711

 

Income taxes payable

16.1

543

552

Deferred income taxes

16.2

2,651

2,680

 

Deferred income taxes

16.2

658

654

Other tax assets  

16.1

3,596

3,540

 

Pension and medical benefits

18.1

22,124

21,940

Advances to suppliers

 

543

666

 

Provisions for legal proceedings

26.1

4,096

3,923

Others

 

2,886

2,917

 

Provision for decommissioning costs

15

15,095

15,133

 

 

22,361

22,059

 

Others

 

988

970

 

 

 

 

 

 

 

140,251

123,842

 

 

 

 

 

Total liabilities

 

169,388

148,893

 

 

 

 

 

Equity

 

 

 

Investments

8

2,891

2,759

 

Share capital (net of share issuance costs)

19.1

107,101

107,101

Property, plant and equipment

9

182,007

157,383

 

Capital reserve and transactions

 

1,067

1,067

Intangible assets

10

2,785

2,805

 

Profit reserves

 

59,232

58,161

 

 

210,044

185,006

 

Accumulated other comprehensive (deficit)

 

(94,862)

(94,785)

 

 

 

 

 

Attributable to the shareholders of Petrobras

 

72,538

71,544

 

 

 

 

 

Non-controlling interests

 

1,635

1,631

 

 

 

 

 

 

 

74,173

73,175

Total assets

 

243,561

222,068

 

Total liabilities and equity

 

243,561

222,068

 

 

 

 

 

 

 

 

 

The notes form an integral part of these interim financial statements.

 

 

 

 

 

 

 

 

 

4


 

Petróleo Brasileiro S.A. – Petrobras

Unaudited Consolidated Statement of Income

March 31, 2019 and 2018

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Note

Jan-Mar/2019

Jan-Mar/2018

 

 

 

 

Sales revenues

21

21,229

22,958

Cost of sales

22.1

(14,217)

(14,704)

Gross profit

 

7,012

8,254

 

 

 

 

Income (expenses)

 

 

 

Selling expenses

22.2

(1,097)

(1,273)

General and administrative expenses

22.3

(616)

(660)

Exploration costs

11

(174)

(136)

Research and development expenses

 

(138)

(153)

Other taxes

 

(103)

(148)

Other income and expenses

23

(1,164)

(392)

 

 

(3,292)

(2,762)

 

 

 

 

 

 

 

 

Income before finance income (expense), results in equity-accounted investments and income taxes

 

3,720

5,492

 

 

 

 

Finance income

 

362

339

Finance expenses

 

(1,806)

(1,804)

Foreign exchange gains (losses) and inflation indexation charges

 

(718)

(770)

Net finance income (expense)

24

(2,162)

(2,235)

 

 

 

 

Results of equity-accounted investments

8

132

158

 

 

 

 

Net income before income taxes

 

1,690

3,415

 

 

 

 

Income taxes

16.3

(565)

(1,219)

 

 

 

 

Net income for the period

 

1,125

2,196

 

 

 

 

Non-controlling interests

 

55

51

 

 

 

 

Net income attributable to shareholders of Petrobras

 

1,070

2,145

 

 

 

 

Basic and diluted earnings per weighted-average of common and preferred share - in U.S. dollars

19.3

0.08

0.16

 

 

 

 

The notes form an integral part of these interim financial statements.

 

 

 

 

 

5


 

Petróleo Brasileiro S.A. – Petrobras

Unaudited Consolidated Statement of Comprehensive Income

March 31, 2019 and 2018

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Jan-Mar/2019

Jan-Mar/2018

 

 

 

Net income (loss) for the period

1,125

2,196

 

 

 

Items that will not be reclassified to the statement of income:

 

 

 

 

 

Unrealized gains  (losses) on equity instruments measured at fair value through other comprehensive income

 

 

Recognized in equity

(2)

(2)

Deferred income tax

1

1

 

(1)

(1)

 

 

 

Items that may be reclassified subsequently to the statement of income:

 

 

 

 

 

Unrealized gains  (losses) on cash flow hedge - highly probable future exports

 

 

Recognized in equity

(638)

(338)

Reclassified to the statement of income

755

820

Deferred income tax

(40)

(164)

 

77

318

 

 

 

Cumulative translation adjustments (*)

 

 

Recognized in equity

(213)

(179)

Reclassified to the statement of income

34

 

(179)

(179)

 

 

 

Share of other comprehensive income in equity-accounted investments

 

 

Recognized in equity

22

60

 

 

 

Total other comprehensive income:

(81)

198

 

 

 

Total comprehensive income (loss)

1,044

2,394

 

 

 

Non-controlling interests

50

54

 

 

 

Comprehensive income attributable to shareholders of Petrobras

994

2,340

 

 

 

(*) It includes a US$15 loss (a US$16 gain in the three-month period ended March 31, 2018), of cumulative translation adjustments in associates and joint ventures.

 

 

 

The notes form an integral part of these interim financial statements.

 

 

 

 

 

6


 

Petróleo Brasileiro S.A. – Petrobras

Unaudited Consolidated Statement of Cash Flows

March 31, 2019 and 2018

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Jan-Mar/2019

Jan-Mar/2018

Cash flows from Operating activities

 

 

Net income for the period

1,125

2,196

Adjustments for:

 

 

Pension and medical benefits (actuarial expense)

578

599

Results of equity-accounted investments

(132)

(158)

Depreciation, depletion and amortization

3,716

3,409

Impairment of assets (reversal)

(7)

18

Allowance (reversals) for credit loss on trade and others receivables

32

137

Exploratory expenditure write-offs

50

8

(Gains)/losses on disposals/write-offs of assets

(184)

(1,005)

Foreign exchange, indexation and finance charges  

2,222

2,656

Deferred income taxes, net

(137)

195

Revision and unwinding of discount on the provision for decommissioning costs

209

183

Reclassification of cumulative translation adjustment and other comprehensive income

34

Inventory write-down (write-back) to net realizable value

(41)

18

 

 

 

Decrease (Increase) in assets

 

 

Trade and other receivables, net

1,211

558

Inventories

373

(352)

Judicial deposits

(680)

(528)

Escrow account - Class action agreement

(1,018)

(865)

Other assets

(519)

(577)

Increase (Decrease) in liabilities

 

 

Trade payables

(630)

(418)

Other taxes payable

(120)

596

Pension and medical benefits

(194)

(204)

Provisions for legal proceedings

124

183

Short-term benefits

175

146

Other liabilities

(1,242)

507

Income taxes paid

(234)

(453)

Net cash provided by operating activities

4,711

6,849

Cash flows from Investing activities

 

 

Acquisition of PP&E and intangibles assets

(1,611)

(3,058)

Investments in investees

(2)

(7)

Proceeds from disposal of assets - Divestment

314

2,313

Divestment (Investment) in marketable securities

(26)

728

Dividends received

114

221

Net cash (used in) provided by investing activities

(1,211)

197

Cash flows from Financing activities

 

 

Investments by non-controlling interest

(46)

37

Proceeds from financing

4,234

5,938

Repayment of principal

(9,767)

(13,524)

Repayment of interest

(1,557)

(1,851)

Repayment of lease liability

(879)

-

Net cash used in financing activities

(8,015)

(9,400)

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(23)

(199)

 

 

 

Net increase (decrease) in cash and cash equivalents

(4,538)

(2,553)

 

 

 

Cash and cash equivalents at the beginning of the period

13,899

22,519

 

 

 

Cash and cash equivalents at the end of the period

9,361

19,966

 

 

 

The notes form an integral part of these interim financial statements.

 

 

7


 

Petróleo Brasileiro S.A. – Petrobras

Unaudited Consolidated Statement of Changes in Shareholders’ Equity

March 31, 2019 and 2018

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Share capital (net of share issuance costs)

 

Accumulated other comprehensive income (deficit) and deemed cost

Profit Reserves

 

 

 

 

 

Share Capital

Share issuance costs

Capital reserve, Capital Transactions and Treasury shares

Cumulative translation adjustment

Cash flow hedge - highly probable future exports

Actuarial gains (losses) on defined benefit pension plans

Other comprehensive income (loss) and deemed cost

Legal

Statutory

Tax incentives

Profit retention

Retained earnings

Equity attributable to shareholders of Petrobras

Non-controlling interests

Total consolidated equity

 

107,380

(279)

1,067

(61,043)

(9,573)

(10,015)

(791)

7,919

2,182

720

42,235

-

79,802

1,700

81,502

Balance at December 31, 2017

 

107,101

1,067

 

 

 

(81,422)

 

 

 

53,056

-

79,802

1,700

81,502

Initial application of IFRS 9

 

 

 

 

 

 

(20)

 

 

 

 

(299)

(319)

(15)

(334)

 

107,380

(279)

1,067

(61,043)

(9,573)

(10,015)

(811)

7,919

2,182

720

42,235

(299)

79,483

1,685

81,168

Balance at January 1, 2018

 

107,101

1,067

 

 

 

(81,442)

 

 

 

53,056

(299)

79,483

1,685

81,168

Realization of deemed cost

-

-

-

-

-

-

(1)

-

-

-

-

1

-

-

-

Capital transactions

-

-

-

-

-

-

-

-

-

-

-

-

-

37

37

Net income

-

-

-

-

-

-

-

-

-

-

-

2,145

2,145

51

2,196

Other comprehensive income

-

-

-

(182)

318

-

59

-

-

-

-

-

195

3

198

Appropriations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

-

-

-

-

-

-

-

-

-

-

-

-

-

(34)

(34)

 

107,380

(279)

1,067

(61,225)

(9,255)

(10,015)

(753)

7,919

2,182

720

42,235

1,847

81,823

1,742

83,565

Balance at March 31, 2018

 

107,101

1,067

 

 

 

(81,248)

 

 

 

53,056

1,847

81,823

1,742

83,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107,380

(279)

1,067

(67,316)

(13,292)

(13,224)

(953)

8,257

2,452

923

46,529

71,544

1,631

73,175

Balance at December 31, 2018

 

107,101

1,067

 

 

 

(94,785)

 

 

 

58,161

71,544

1,631

73,175

Realization of deemed cost

(1)

1

Capital transactions

(46)

(46)

Net income

1,070

1,070

55

1,125

Other comprehensive income (loss)

(174)

77

21

(76)

(5)

(81)

 

107,380

(279)

1,067

(67,490)

(13,215)

(13,224)

(933)

8,257

2,452

923

46,529

1,071

72,538

1,635

74,173

Balance at March 31, 2019

 

107,101

1,067

 

 

 

(94,862)

 

 

 

58,161

1,071

72,538

1,635

74,173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The notes form an integral part of these interim financial statements.

 

 

8


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

1.

Basis of preparation

1.1.

Statement of compliance and authorization of unaudited consolidated interim financial statements

These unaudited consolidated interim financial statements have been prepared and presented in accordance with IAS 34 – “Interim Financial Reporting” as issued by the International Accounting Standards Board (IASB). They present the significant changes in the period, avoiding repetition of certain notes to the annual financial statements previously reported. Hence, they should be read together with the Company’s audited annual financial statements for the year ended December 31, 2018, which include the full set of notes.

At January 1, 2019, the Company adopted IFRS 16 – Leases and IFRIC 23 – Uncertainty over Income Tax Treatments. The changes in accounting policies arising from the application of these standards are presented in note 3.

These unaudited consolidated interim financial statements were approved and authorized for issue by the Company’s Board of Directors in a meeting held on May 7, 2019.

1.2.

Functional and presentation currency

The functional currency of Petrobras and all of its Brazilian subsidiaries is the Brazilian Real. The functional currency of most of the Petrobras entities that operate outside Brazil is the U.S. dollar.

Petrobras has selected the U.S. dollar as its presentation currency to facilitate a more direct comparison to other oil and gas companies. The financial statements have been translated from the functional currency (Brazilian real) into the presentation currency (U.S. dollar). All assets and liabilities are translated into U.S. dollars at the closing exchange rate at the date of the financial statements; income and expenses, as well as cash flows are translated into U.S. dollars using the average exchange rates prevailing during the period. All exchange differences arising from the translation of the consolidated financial statements from the functional currency into the presentation currency are recognized as cumulative translation adjustments (CTA) within accumulated other comprehensive income in the consolidated statements of changes in shareholders’ equity.

Brazilian Real x U.S. Dollar

Mar 2019

Dec 2018

Sep 2018

Jun 2018

Mar 2018

Quarterly average exchange rate

3.77

3.81

3.95

3.61

3.24

Period-end exchange rate

3.90

3.87

4.00

3.86

3.32

 

 

 

2.

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 interim financial statements ended March 31, 2019, 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.

2.1.

Investigations involving the Company

2.1.1.

U.S. Securities and Exchange Commission and Department of Justice inquiries

On September 27, 2018, the Company settled the open matters with the U.S. Department of Justice (DoJ) and the U.S. Securities and Exchange Commission (SEC) investigation which concerned the Company’s internal controls, books and records, and financial statements from 2003 to 2012.

These agreements fully resolve the inquiries carried out by these authorities. Following this agreement, the Company paid US$ 85 to the DoJ in 2018 and the same amount to the SEC in the first quarter of 2019. Additionally, the agreements also credit a remittance of US$ 683 to the Brazilian authorities which Petrobras deposited in January 2019. The Company fully recognized the effects of these settlements as other income and expenses in the third quarter of 2018.

This resolution meets the best interest of the Company and its shareholders, and eliminates uncertainties, risks, burdens and costs of potential litigations in the United States.

 

9


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

3.

Summary of significant accounting policies

The same accounting policies and methods of computation were followed in these consolidated interim financial statements as those followed in the preparation of the annual financial statements of the Company for the year ended December 31, 2018, except for the changes arising from the adoption of IFRS 16 – Leases and IFRIC 23 - Uncertainty over Income Tax Treatments.

3.1.

IFRS 16 – Leases

IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases, from the lessees and lessors’ perspectives.

Among the changes arising from IFRS 16, this standard eliminated the classification of leases as either operating or finance leases for lessees, providing for a single lessee accounting model in which all leases result in the recognition of a right-of-use asset and a lease liability.

Following the adoption of IFRS 16, lease payments under operating leases are not charged to operating results on accrual basis. Instead, depreciation of the right to use a leased asset, as well as the finance expenses and foreign exchange gains or losses over the lease liability, affect the results.

The Company applied the short-term lease exemption and recognizes payments associated with such leases as expenses over the term of the arrangements. See notes 9, 13 and 24 for the impacts of such payments in the statement of income for the period.

In the statement of cash flows, operating lease payments, which were previously presented within Cash flows from operating and investing activities, are presented from 2019 onwards as Cash flows from financing activities, comprising the settlement of lease liabilities. However, such change does not affect the Company’s cash and cash equivalents balance.

The company did not apply the recognition exemption related to leases for which the underlying asset is of low value.

According to the transition provisions set forth in IFRS 16, the Company applied this standard retrospectively with the cumulative effect of its initial application recognized at January 1, 2019, without restatement of prior period information, and the following practical expedients were chosen:

a)

Application of this Standard to contracts that were previously identified as leases (note 18.2 to the Company’s audited financial statements ended December 31 ,2018);

b)

Lease liabilities measured at the present value of the remaining lease payments, net of applicable recoverable taxes, discounted by the lessee’s incremental borrowing rate at the date of initial application;

c)

Recognition of right-of-use assets at an amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments relating to that lease recognized in the statement of financial position immediately before the date of initial application, excluding initial direct costs.

Foreign exchange gains and losses arising from lease arrangements denominated in U.S. dollars were designated for hedging relationship according to the current cash flow hedge accounting policy involving the Company’s future exports.

Disclosure

At January 1, 2019, the Company accounted for right-of-use assets and lease liabilities at the same amount (US$ 26,575) and, as a result, the impacts arising from the initial application of this standard did not affect equity. The right-of-use assets are presented as Property, plant and equipment (PP&E), primarily comprising the following underlying assets: oil and gas producing units, vessels, lands and buildings, helicopters, drilling rigs and other exploration and production equipment. The lease liabilities are presented as a separate line item in the statement of financial position.

Right-of-use by underlying asset

 

Oil and gas producing units

12,925

Vessels

11,996

Lands and buildings

1,011

Others

643

Total

26,575

 

 

Reconciliation between operating lease commitments disclosed as of December 31, 2018 and lease liabilities recognized at the date of initial application is presented below:

10


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

Commitment to operating lease as of December 31, 2018

95,379

Commitments for which lease terms have not commenced

(54,825)

Discount

(9,980)

Short-term leases and others

(3,999)

Initial application

26,575

Finance lease (IAS 17) recognized at December 31, 2018

185

Lease liability at January1, 2019

26,760

 

 

In the statement of cash flows, operating lease payments, which were previously presented within cash flows from operating and investing activities, are presented as cash flows from financing activities. These amounts totaled US$ 886 in the first quarter of 2019.

Key estimates and judgments

The incremental borrowing rates used to determine the present value of the remaining lease payments were determined mainly based on the Company’s cost of funding based on yields of bonds issued by the Company, adjusted according to the terms and currency of the lease arrangements, economic environment of the country where the lessee operates and similar collaterals.

The average incremental borrowing rate was 6.06% p.a. at the adoption of IFRS 16.

Other significant matters

The changes arising from the adoption of IFRS 16 did not impact the Company’s business practice and there was no need to renegotiate covenant clauses in finance debts.

3.2.

IFRIC 23 – Uncertainty over Income Tax Treatments

IFRIC 23 clarifies how to apply the recognition and measurement requirements in IAS 12 when there is uncertainty over income tax treatments. The Company did not identify impacts arising from this Interpretation.

 

4.

Cash and cash equivalents and Marketable securities

4.1.

Cash and cash equivalents

Cash and cash equivalents comprise cash in hand, term deposits with banks and short-term highly liquid financial investments that are readily convertible to known amounts of cash, are subject to insignificant risk of changes in value and have a maturity of three months or less from the date of acquisition.

 

03.31.2019

12.31.2018

Cash at bank and in hand

482

863

 

 

 

Short-term financial investments

 

 

- In Brazil

 

 

Brazilian interbank deposit rate investment funds and other short-term deposits

2,132

1,875

Other investment funds

27

12

 

2,159

1,887

- Abroad

 

 

Time deposits

445

3,823

Automatic investing accounts and interest checking accounts

5,621

6,708

Other financial investments

654

618

 

6,720

11,149

Total short-term financial investments

8,879

13,036

Total cash and cash equivalents

9,361

13,899

 

 

Short-term financial investments in Brazil primarily consist of investments in funds holding Brazilian Federal Government Bonds that can be redeemed immediately, as well as repo operations, that mature within three months as of the date of their acquisition. Short-term financial investments abroad comprise time deposits that mature in three months or less from the date of their acquisition, highly-liquid automatic investment accounts, interest checking accounts and other short-term fixed income instruments.

 

11


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

4.2.

Marketable securities

 

03.31.2019

12.31.2018

 

Total

Total

Fair value through profit or loss

1,121

1,083

Fair value through other comprehensive income

7

8

Amortized cost

45

45

Total

1,173

1,136

Current

1,121

1,083

Non-current

52

53

 

 

 

 

 

Marketable securities classified as fair value through profit or loss refer mainly to investments in Brazilian Federal Government Bonds. These financial investments have maturities of more than three months and are generally classified as current assets due to their maturity or the expectation of their realization in the short term.

 

5.

Trade and other receivables

5.1.

Trade and other receivables, net

 

03.31.2019

12.31.2018

 

 

 

Receivables from contracts with customers

 

 

Third parties

6,474

6,614

Related parties

 

 

Investees (note 14.1)

677

682

Receivables from the electricity sector (note 5.4) (*)

4,341

4,400

Subtotal

11,492

11,696

Other trade  receivables

 

 

Third parties

 

 

Receivables from divestments (**)

1,299

1,296

Finance lease receivables

511

519

Other receivables

920

1,325

Related parties

 

 

Diesel subsidy

-

400

Petroleum and alcohol accounts - receivables from Brazilian Government

308

307

Subtotal

3,038

3,847

Total trade receivables

14,530

15,543

Expected credit losses (ECL) - Third parties

(3,345)

(3,390)

Expected credit losses (ECL) - Related parties

(922)

(915)

Total trade receivables, net

10,263

11,238

Current

4,962

5,746

Non-current

5,301

5,492

(*)It includes the amount of US$ 197 at March 31, 2019 (US$ 199 at  December 31, 2018) regarding  finance lease receivable from Amazonas Distribuidora de Energia.

(**) It comprises receivable from the divestment of NTS and contingent payments from the sale of interest in Roncador field.

 

 

The remaining balance of receivables from the Diesel Price Subsidy Program, established by the Federal Government in 2018, was fully received until February 2019

Trade and other receivables are generally classified as measured at amortized cost, except for receivables with final prices linked to changes in commodity price after their transfer of control, which are classified as measured at fair value through profit or loss. Changes in such prices during the first quarter of 2019 amounted to US$ 164.

12


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

5.2.

Aging of trade and other receivables – third parties

 

03.31.2019

12.31.2018

 

 

 

 

 

 

Trade receivables

Expected credit losses

Trade receivables

Expected credit losses

Current

5,398

(382)

5,863

(360)

Overdue:

 

 

 

 

1-90 days

339

(15)

484

(54)

91-180 days

127

(15)

35

(12)

181-365 days

54

(20)

48

(20)

More than 365 days

3,286

(2,913)

3,325

(2,944)

Total

9,204

(3,345)

9,755

(3,390)

 

 

 

 

 

 

 

5.3.

Changes in provision for expected credit losses

 

Jan-Mar/2019

Jan-Dec/2018

Opening balance

4,305

5,945

Initial application of IFRS 9

-

122

Additions

32

104

Write-offs

(18)

(1,253)

Transfer of assets held for sale

(37)

6

Cumulative translation adjustment

(15)

(619)

Closing balance

4,267

4,305

Current

1,680

1,715

Non-current

2,587

2,590

 

 

 

 

 

In 2018, write-offs in the balance of expected credit losses primarily reflect the effects related to the agreements signed with companies from electricity sector.

5.4.

Trade receivables – electricity sector (isolated electricity system in the northern region of Brazil)

Receivables from electricity sector

Receivables outside the scope of DAAs

DAA 2014

DAA 2018

Lease receivables

Others

Total

Receivables

1,348

2,560

739

199

1

4,847

ECL

(1,182)

(5)

(1)

-

(1)

(1,189)

Balance at December 31, 2018

166

2,555

738

199

3,658

Sales

309

-

-

-

-

309

Amounts received

(245)

(71)

(116)

(7)

-

(439)

Interest

14

27

8

6

-

55

Derecognition of receivables

(1)

-

-

-

-

(1)

Agreements in 2018

-

-

74

-

-

74

(Additions)/reversals of ECL

(8)

1

-

(7)

-

(14)

Derecognition of receivables - ECL

4

-

-

-

-

4

CTA

(3)

(14)

(3)

(1)

-

(21)

Balance at March 31, 2019

236

2,498

701

190

3,625

Receivables

1,415

2,503

702

197

1

4,818

ECL

(1,179)

(5)

(1)

(7)

(1)

(1,193)

Balance at March 31, 2019

236

2,498

701

190

3,625

 

 

 

13


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

 

 

Receivables

ECL

Total

Related parties - Eletrobras Group

 

 

 

 

 

 

Amazonas Energia - AME

 

 

 

3,715

(920)

2,795

Eletrobras

 

 

 

626

(2)

624

Total

 

 

 

4,341

(922)

3,419

Third parties

 

 

 

 

 

 

Cia de Gás do Amazonas - CIGÁS

 

 

 

197

(3)

194

Cia de Eletricidade do Amapá - CEA

 

 

 

227

(227)

-

Others

 

 

 

53

(41)

12

Total

 

 

 

477

(271)

206

Balance at March 31, 2019

 

 

 

4,818

(1,193)

3,625

Balance at December 31, 2018

 

 

 

4,847

(1,189)

3,658

 

 

 

 

 

 

 

 

 

On April 8, 2019, the Company entered into a debt acknowledgement agreement with AME and Eletrobras, concerning the balance of overdue receivables between October 31 and December 3, 2018, in the amount of US$ 80. On the same date, the parties also entered into a debt assumption agreement under which Eletrobras guarantees this amount.

The privatization process of AME was completed on April 10, 2019, with the transfer of its control to the consortium formed by the companies Oliveira Energia Geração e Serviços Ltda and Atem Distribuidora de Petróleo S.A. However, given the stage of this process by the end of March 2019, which was conditioned on certain conditions precedent, notably the effective transfer of its control and additional investments and collaterals, the credit risk assessment for such receivables was not significantly affected.

The Company will continue to assess the impacts of this privatization on the fair value of such receivables and any changes in estimates will be recognized in subsequent reporting periods.

 

6.

Inventories

 

03.31.2019

12.31.2018

Crude oil

4,040

4,150

Oil products

2,439

2,758

Intermediate products

563

610

Natural gas and LNG (*)

65

122

Biofuels

163

150

Fertilizers

59

78

Total products

7,329

7,868

Materials, supplies and others

1,130

1,119

Total

8,459

8,987

 

 

 

(*) Liquefied Natural Gas

 

 

 

 

 

 

 

In the the first quarter of 2019, the Company recognized a US$ 41 gain as a reversal of cost of sales, adjusting inventories to net realizable value (a US$ 18 loss as of the first quarter of 2018) primarily due to changes in international prices of crude oil and oil products.

At March 31, 2019, the Company had pledged crude oil and oil products volumes as collateral for the Terms of Financial Commitment (TFC) signed by Petrobras and Petros in 2008, without any significant changes in relation to the amounts disclosed on December 31, 2018.

 

7.

Disposal of assets and other changes in organizational structure

The major classes of assets and liabilities classified as held for sale are shown in the following table:

14


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Operating segment

03.31.2019

12.31.2018

 

E&P

Distribution

RT&M

Gas

&

Power

Total

Total

Assets classified as held for sale

 

 

 

 

 

 

Cash and Cash Equivalents

-

-

100

-

100

40

Trade receivables

-

-

5

-

5

39

Inventories

-

-

268

-

268

47

Investments

898

-

-

898

973

Property, plant and equipment

667

4

362

80

1,113

745

Others

-

-

40

-

40

102

Total

1,565

4

775

80

2,424

1,946

Liabilities on assets classified as held for sale

 

 

 

 

 

 

Trade Payables

-

-

28

-

28

1

Provision for decommissioning costs

938

-

-

-

938

932

Others

-

-

50

-

49

50

Total

938

78

1,015

983

 

 

 

 

 

 

 

 

 

As of March 31, 2019, the amounts refer to (i) the sale of Rômulo Almeida and Celso Furtado thermoelectric power generation plants, (ii) the sale of the Company’s interest in Petrobras Oil and Gas BV (corresponding to 50% of the joint venture), (iii) the remaining 10% interest in Lapa field, (iv) three fields in the Campos Basin (Pargo, Carapeba and Vermelho fields, comprising the Nordeste group), (v) 34 onshore fields located in Potiguar Basin in Rio Grande do Norte, (vi) the Pasadena Refinery and (vii) the interest in the Maromba field.

The most significant progresses under the divestment process are described below:

Sale of onshore producing fields

On December 27, 2018, the Company’s Board of Directors approved the sale of its total interest in 34 onshore producing fields, located in Potiguar basin, in the state of Rio Grande do Norte, to the company 3R Petroleum, in the amount of US$ 453. However, the transaction was not consummated.

Accordingly, the Company promptly reassessed the other offers and accepted the PetroRecôncavo’s offers in the amount of US$ 384, which was the second highest amount offered for this sale. Of this amount, US$ 61 is conditioned on the extension of the concession to be granted by the ANP (Brazilian Agency of Petroleum, Natural Gas and Biofuels) and its present value is US$ 47. PetroRecôncavo will disburse US$ 29 at the signing of the sale.  

In addition, the Company will assume US$ 2 (present value) related to provision for decommissioning costs.

The corresponding assets and liabilities of this transaction are classified as held for sale as of March 31, 2019 as the conclusion of the transaction is still subject to certain conditions precedent, such as ANP approval and pre-emption rights.

Sale of distributors in Paraguay

On June 26, 2018 the Company entered into a Sale and Purchase Agreement – SPA related to the sale to Copetrol Group of its entire interest held through its wholly-owned subsidiary Petrobras International Braspetro B.V. (PIB BV) in Petrobras Paraguay Distribución Limited (PPDL UK), Petrobras Paraguay Operaciones y Logistica SRL (PPOL) and Petrobras Paraguay Gas SRL (PPG).

On March 8, 2019, this sale was completed after the fulfilment of all conditions precedent and the payment of US$ 332 to the Company, which includes US$ 45 of cash and cash equivalents of the companies and US$ 7 relating to working capital adjustment. This amount sums to the US$ 49 deposited in an escrow account at the signing date (June 27, 2018). As a result of this transaction, the Company recognized a US$ 141 gain within other income and expenses. In addition, a US$ 34 loss relating to cumulative translation adjustment previously recognized in shareholders' equity was reclassified to the statement of income, within other income and expenses, due to the depreciation of Paraguayan Guarani against the US dollar, accumulated since the acquisition of the investment.

Sale of Pasadena Refinery

On January 30, 2019, Petrobras America Inc. (PAI) entered into a SPA with Chevron USA Inc. (Chevron) for the sale of the shares held by PAI on Pasadena Refining System Inc. (PRSI) and PRSI Trading LLC (PRST), which comprise the Pasadena refining system in the United States.

15


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

As of March 31, 2019, the related assets and liabilities were classified as held for sale since the closing of this transaction was still subject to usual conditions precedent.  

On May 1, 2019, this sale was concluded after the fulfillment of such conditions. Accordingly, the amount of US$ 467 million was disbursed to the company, of which US$ 350 million relates to Pasadena shares. The remaining US$ 117 million relates to its working capital and is still subject to adjustments to reflect changes to be computed until the closing date.

 

8.

Investments

8.1.

Investments in associates and joint ventures

 

Balance at 12.31.2018

Investments

Restructuring, capital decrease and others

Results of equity-accounted investments

CTA

OCI

Dividends

Balance at  

03.31.2019

Joint Ventures

1,170

3

5

57

(4)

(17)

1,214

Associates

1,573

(1)

21

75

(11)

22

(14)

1,665

Other investments

16

-

(4)

-

-

-

-

12

Total

2,759

2

22

132

(15)

22

(31)

2,891

 

 

 

 

 

 

 

 

 

 

 

 

Results of equity-accounted investments primarily refer to the MP Gulf of Mexico (US$ 32) and the Petrochemical associates (US $ 79).

 

16


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

(Expressed in millions of US Dollars, unless otherwise indicated)

 

9.

Property, plant and equipment

9.1.

By class of assets

 

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 1,2018

6,665

75,002

42,521

52,462

-

176,650

Additions

4

1,751

8,707

6

-

10,468

Additions to / review of estimates of decommissioning costs

-

-

-

4,778

-

4,778

Capitalized borrowing costs

-

-

1,810

-

-

1,810

Write-offs              

(61)

(16)

(327)

(27)

-

(431)

Transfers (****)

(93)

13,720

(18,667)

4,086

-

(954)

Depreciation, amortization and depletion

(359)

(6,529)

-

(5,028)

-

(11,916)

Impairment recognition

-

(742)

(250)

(1,686)

-

(2,678)

Impairment reversal

-

309

23

226

-

558

Cumulative  translation adjustment

(946)

(7,467)

(4,891)

(7,598)

-

(20,902)

Balance at December 31, 2018

5,210

76,028

28,926

47,219

157,383

Cost

7,829

128,711

28,926

77,141

-

242,607

Accumulated depreciation, amortization and depletion

(2,619)

(52,683)

-

(29,922)

-

(85,224)

Balance at December 31, 2018

5,210

76,028

28,926

47,219

157,383

Adoption of IFRS 16

-

-

-

-

26,575

26,575

Additions

-

209

1,650

2

930

2,791

Additions to / review of estimates of decommissioning

costs

-

-

-

(19)

-

(19)

Capitalized borrowing costs

-

-

345

-

-

345

Write-offs

-

(4)

(10)

-

-

(14)

Transfers (****)

401

2,253

(3,767)

1,017

150

54

Depreciation, amortization and depletion

(67)

(1,536)

-

(1,147)

(1,328)

(4,078)

Impairment recognition

(1)

(42)

(22)

-

-

(65)

Cumulative  translation adjustment

(40)

(361)

(174)

(256)

(134)

(965)

Balance at March 31, 2019

5,503

76,547

26,948

46,816

26,193

182,007

Cost

8,198

128,803

26,948

77,603

28,269

269,821

Accumulated depreciation, amortization and depletion

(2,695)

(52,256)

-

(30,787)

(2,076)

(87,814)

Balance at March 31, 2019

5,503

76,547

26,948

46,816

26,193

182,007

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 platforms, refineries, thermoelectric power plants, natural gas processing plants, pipelines, rights of use and other operating, storage and production plants, also including exploration and production assets depreciated based on the units of production method.

(**) See note 25 for assets under construction by business area.

(***) It is composed of exploration and production assets related to wells, abandonment and dismantling of areas, signature bonuses associated to proved reserves and other costs directly associated to the exploration and production of oil and gas.

(****) It includes transfers to/from assets held for sale.

 

 

 

 

 

 

 

 

 

At the adoption of IFRS 16, the Company recognized right-of-use assets at an amount equal to the lease liability. The rights-of-use at March 31, 2019 comprise the following underlying assets:

17


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Land, buildings

and

improvement

Equipment and other assets (*)

Total

Cost

1,123

27,146

28,269

Accumulated depreciation, amortization and depletion

(43)

(2,033)

(2,076)

Balance at March 31, 2019

1,080

25,113

26,193

Depreciation charges

45

1,283

1,328

(*) It primarily comprises platforms and vessels.

 

 

 

 

 

9.2.

Unitization Agreements

On March 13, 2019, ANP informed the Company about its approval of the Production Individualization Agreement (Acordos de Individualização da Produção - AIP) pertaining to the portion of Lula reservoir, located in Santos basin, shared by the parties under the BM-S-11 concession (Lula field) operated by the Company with Shell and Galp as partners, South block of Tupi under the Assignment Agreement (Lula South field), also operated by the Company with 100% of the non-contracted area owned by Pré-Sal Petróleo S.A. (PPSA). In addition, the parties must enter into another agreement providing for equalization of expenses, revenues and production volumes by the effectiveness date of this AIP.

9.3.

Concession for exploration of oil and natural gas - Assignment Agreement (“Cessão Onerosa”)

Petrobras and the Brazilian Federal Government entered into the Assignment Agreement in 2010, which grants the Company the right to carry out prospecting and drilling activities for oil, natural gas and other liquid hydrocarbons located in the pre-salt area, subject to a maximum production of five billion barrels of oil equivalent. The agreement has a term of forty years and is renewable for a further five years subject to certain conditions. As of March 31, 2019, the Company’s property, plant and equipment include the amount of US$ 19,198 (R$ 74,808 million) related to the Assignment Agreement (US$ 19,306 as of December 31, 2018).

The information gathered made possible the identification of volumes exceeding five million barrels of oil equivalent.

In November 2017, the Company set up an internal commission responsible for the negotiation with the Brazilian Federal Government, composed of representatives of the Chief Exploration and Production Officer and the Chief Financial Officer.

In January 2018, the Brazilian Federal Government established, through the Interministerial Ordinance No. 15/2018, the Interministerial Commission responsible for negotiating and concluding the terms of this review.

On September 14, 2018, the Brazilian Energy Policy Council (Conselho Nacional de Política Energética – CNPE) enacted Resolution 12/2018 recommending the Brazilian Ministry of Mines and Energy (Ministério de Minas e Energia - MME) to send a draft of an amendment to the agreement to the Brazilian Federal Auditor’s Office (Tribunal de Contas da União – TCU) in order to make an assessment of its terms.

The CNPE also recommended that the MME, by means of Resolution 12/2018, send drafts of the public auction and the agreement for the bidding rounds of the exceeding volume under production-sharing regime. Aiming to support an eventual negotiation where this compensation would be paid through the right over exceeding volume, the Company completed its assessment based on reports issued by the independent specialist it has engaged.

In April 2019, the CNPE enacted Resolution 5/2019 approving the clauses of the draft amending the agreement and, according to this resolution, the Company will be entitle to a reimbursement of US$ 9,058 due to the review of the Assignment Agreement. However, a definition about a relevant rule that would enable the Brazilian Government to settle such amount is pending.

Due to the features of the review, any credit in favor of the Company will be only confirmed following an amendment to the agreement that results in a contractual right and would support the recognition of an account receivable with a respective reduction in PP&E.

As a related party transaction involving the Brazilian Federal Government, the signing of the amendment to the Assignment Agreement must be submitted  to the Company’s Minority Shareholders Committee and Audit Committee in order to provide support to the Board of Director’s decisions through opinions about this matter.

18


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

(Expressed in millions of US Dollars, unless otherwise indicated)

 

9.4.

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. In the first quarter of 2019, the capitalization rate was 5.90% p.a. (6.26% p.a. in the first quarter of 2018). Since January 2019, finance costs involving lease arrangements have been taken into account in the computation of the capitalization rate.

 

10.

Intangible assets

10.1.

By class of assets

 

 

 

 

 

 

Rights and Concessions

Software

Goodwill

Total

Balance at January 1, 2018

1,801

321

218

2,340

Addition

841

85

-

926

Capitalized borrowing costs

-

4

-

4

Write-offs

(15)

-

-

(15)

Transfers

(42)

6

14

(22)

Amortization

(14)

(98)

-

(112)

Cumulative  translation adjustment

(241)

(46)

(29)

(316)

Balance at December 31, 2018

2,330

272

203

2,805

Cost

2,549

1,592

203

4,344

Accumulated amortization

(219)

(1,320)

-

(1,539)

Balance at December 31, 2018

2,330

272

203

2,805

Addition

3

34

-

37

Capitalized borrowing costs

-

1

-

1

Write-offs

(4)

-

-

(4)

Transfers

(11)

(1)

-

(12)

Amortization

(3)

(21)

-

(24)

Impairment recognition

(1)

-

-

(1)

Cumulative  translation adjustment

(15)

(1)

(1)

(17)

Balance at March 31, 2019

2,299

284

202

2,785

Cost

2,498

1,599

202

4,299

Accumulated amortization

(199)

(1,315)

-

(1,514)

Balance at March 31, 2019

2,299

284

202

2,785

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.

 

 

 

 

 

 

 

 

11.

Exploration and evaluation of oil and gas reserves

The exploration and evaluation activities include the search for oil and gas reserves from 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:

 

19


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (*)

Jan-Mar/2019

Jan-Dez/2018

Property plant and equipment

 

 

Opening Balance

4,132

4,522

Additions to capitalized costs pending determination of proved reserves

77

379

Capitalized exploratory costs charged to expense

(30)

(10)

Transfers upon recognition of proved reserves

-

(95)

Cumulative translation adjustment

(25)

(664)

Closing Balance

4,154

4,132

Intangible Assets

1,966

1,980

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs

6,120

6,112

 

 

 

(*) 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:

 

2019

2018

 

Jan-Mar

Jan-Mar

Exploration costs recognized in the statement of income

 

 

Geological and geophysical expenses

105

91

Exploration expenditures written off (includes dry wells and signature bonuses)

50

8

Contractual penalties

14

36

Other exploration expenses

5

1

Total expenses

174

136

Cash used in :

 

 

Operating activities

109

92

Investment activities

94

224

Total cash used

203

316

 

 

 

 

 

 

 

12.

Finance debt

12.1.

Balance by type of finance debt

 

 

 

03.31.2019

12.31.2018

In Brazil

 

 

Banking Market

6,671

9,576

Capital Market

4,222

3,320

Development banks

2,842

3,346

Others

8

9

Total

13,743

16,251

Abroad

 

 

Banking Market

23,322

24,124

Capital Market

37,801

39,627

Development banks

40

41

Export Credit Agency

3,658

3,881

Others

246

251

Total

65,067

67,924

Total finance debt

78,810

84,175

Current

3,230

3,667

Non-current

75,580

80,508

 

 

The Company was in compliance with debt covenants at March 31, 2019 and there were no change in collaterals provided compared to December 31, 2018.

20


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

12.2.

Changes in finance debt and reconciliation with cash flows from financing activities

 

Balance at 12.31.2017

Adoption of IFRS 9

Additions

Principal amortization (*)

Interest amortization (*)

Accrued interest (**)

Foreign exchange/ inflation indexation charges

Cumulative translation adjustment (CTA)

Modification of contractual cash flows

Balance at 12.31.2018

 

 

 

 

 

 

 

 

 

 

 

In Brazil

21,930

65

2,442

(5,451)

(1,220)

1,338

27

(2,880)

-

16,251

Abroad

87,116

177

8,644

(27,988)

(4,465)

4,400

1,409

(1,357)

(12)

67,924

 

109,046

242

11,086

(33,439)

(5,685)

5,738

1,436

(4,237)

(12)

84,175

 

Balance

at

12.31.2018

Additions

Principal amortization (*)

Interest amortization (*)

Accrued interest (**)

Foreign exchange/ inflation indexation charges

Cumulative translation adjustment (CTA)

Modification of contractual cash flows

Balance at 03.31.2019

In Brazil

 

16,251

1,141

(3,736)

(220)

287

28

(8)

-

13,743

Abroad

 

67,924

3,131

(5,847)

(1,146)

1,028

39

(62)

-

65,067

 

 

84,175

4,272

(9,583)

(1,366)

1,315

67

(70)

78,810

Reconciliation to the Statement of Cash Flows

 

 

 

 

 

 

 

 

 

 

PP&E

on credit

 

 

(38)

-

-

 

 

 

 

 

Debt restructuring

 

 

-

(184)

-

 

 

 

 

 

Deposits linked to financing

 

 

-

-

(191)

 

 

 

 

 

Net cash used in financing activities

 

 

4,234

(9,767)

(1,557)

 

 

 

 

 

(*) It includes pre-payments.

 

 

(**) It includes premium and discount over notional amounts, as well as gains and losses by modifications in contractual cash flows.

 

 

 

 

 

 

 

 

 

 

 

 

 

In line with the Company’s Business and Management Plan and following its liability management strategy, the Company recently raised funds in order to repay older debts, as well as aiming at improving the debt repayment profile taking into account its alignment with investments returns over the long run.

In the first quarter of 2019, proceeds from financing amounted to US$ 4,234, principally reflecting: (i) global notes issued in the capital market in the amount of US$ 2,980, of which US$ 737 relates to the reopening of bonds maturing in 2029, and the remaining relates to new bonds issued maturing in 2049; and (ii) debentures issued amounting to  US$ 955.

In addition, the Company repaid several finance debts, notably: (i) US$ 4,186 relating to repurchase of global bonds previously issued by the Company in the capital market, with net premium paid to bond holders amounting to US$ 182; and (ii) pre-payment of banking loans in the domestic and international market totaling US$ 3,863; and (iii) pre-payment of US$ 322 with respect to financings with the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e Social – BNDES).

 

21


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

12.3.

Summarized information on current and non-current finance debt

Maturity in

2019

2020

2021

2022

2023

2024 onwards

Total (**)

Fair value

 

 

 

 

 

 

 

 

 

Financing in U.S.Dollars (US$)(*):

1,485

1,399

3,806

4,474

7,786

41,326

60,276

66,227

Floating rate debt

979

1,334

2,310

3,667

6,180

12,612

27,082

 

Fixed rate debt

506

65

1,496

807

1,606

28,714

33,194

 

Average interest rate

5.3%

5.9%

5.7%

5.8%

5.7%

6.5%

6.2%

 

 

 

 

 

 

 

 

 

 

Financing in Brazilian Reais (R$):

827

1,930

1,786

1,806

1,873

5,277

13,499

12,849

Floating rate debt

549

1,615

1,543

1,487

1,657

3,458

10,309

 

Fixed rate debt

278

315

243

319

216

1,819

3,190

 

Average interest rate

5.1%

5.0%

5.3%

5.6%

5.4%

4.2%

4.9%

 

 

 

 

 

 

 

 

 

 

Financing in Euro (€):

28

58

260

485

455

1,500

2,786

3,458

Fixed rate debt

28

58

260

485

455

1,500

2,786

 

Average interest rate

4.2%

2.7%

3.0%

2.9%

3.6%

4.6%

3.9%

 

 

 

 

 

 

 

 

 

 

Financing in Pound Sterling (£):

32

11

-

-

-

2,201

2,244

2,504

Fixed rate debt

32

11

-

-

-

2,201

2,244

 

Average interest rate

5.9%

6.2%

-

-

-

6.3%

6.2%

 

 

 

 

 

 

 

 

 

 

Financing in other currencies:

5

-

-

-

-

-

5

5

Fixed rate debt

5

-

-

-

-

-

5

 

Average interest rate

9.7%

-

-

-

-

-

9.7%

 

 

 

 

 

 

 

 

 

 

Total as of March 31, 2019

2,377

3,398

5,852

6,765

10,114

50,304

78,810

85,043

Average interest rate

5.3%

5.6%

5.6%

5.7%

5.6%

6.4%

6.0%

 

 

 

 

 

 

 

 

 

 

Total as of December 31, 2018

3,667

3,921

7,012

10,317

11,951

47,307

84,175

85,929

Average interest rate

5.5%

5.9%

5.9%

5.8%

5.8%

6.4%

6.1%

 

(*) Includes debt raised in Brazil (in Brazilian reais) indexed to the U.S. dollar.

(**)The average maturity of outstanding debt as of March 31, 2019  is 9.42 years (9.14 years as of December 31, 2018).

 

 

 

 

 

 

 

 

 

 

 

The fair value of the Company's finance debts 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$ 39,611 as of March 31, 2019 (US$ 39,057 as of December 31, 2018); and

Level 2 – discounted cash flows based on discount rate determined by interpolating spot rates considering financing debts indexes proxies, taking into account their currencies and also Petrobras’ credit risk, amounting to US$ 45,432 as of March 31, 2019  (US$ 46,872 as of December 31, 2018).

The sensitivity analysis for financial instruments subject to foreign exchange variation is set out in note 28.2.

 

22


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

12.4.

Lines of credit

 

 

 

 

 

 

Amount

Company

Financial

institution

Date

Maturity

Available

(Lines of Credit)

Used

Balance

Abroad

 

 

 

 

 

 

 

 

 

 

 

 

 

PGT BV

BNP Paribas

12/22/2016

1/15/2021

350

310

40

PGT BV

Syndicate of banks

3/7/2018

2/7/2023

4,350

4,350

PGT BV

Credit Agricole Corporate

4/12/2018

6/20/2019

400

253

147

Petrobras

New Development Bank

8/27/2018

8/27/2022

200

40

160

PGT BV

Syndicate of banks

3/27/2019

2/27/2024

3,250

3,250

Total

 

 

 

8,550

603

7,947

 

 

 

 

 

 

 

In Brazil

 

 

 

 

 

 

Petrobras

Banco do Brasil

3/23/2018

1/26/2023

513

513

Petrobras

Bradesco

6/1/2018

5/31/2023

513

513

Petrobras

Banco do Brasil

10/4/2018

9/5/2025

513

513

Transpetro

BNDES

11/7/2008

8/12/2041

58

30

28

Transpetro

Caixa Econômica Federal

11/23/2010

Not defined

84

84

Total

 

 

 

1,681

30

1,651

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13.

Lease liabilities

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

12.31.2018

Adoption of

IFRS 16

Additions (new contracts)

Payment of principal and interest (*)

Unwinding of discount

Foreign exchange gains and losses

Cumulative translation adjustment (CTA)

Balance at

03.31.2019

In Brazil

185

5,628

818

(219)

77

37

(57)

6,469

Abroad

-

20,947

111

(667)

259

77

1

20,728

Total

185

26,575

929

(886)

336

114

(56)

27,197

(*) The Statement of Cash Flows includes US$ 7 received under lease arrangements in which the Company is the lessor.

 

A maturity schedule of the lease arrangements is are set out as follows:

 

 

 

 

 

 

 

 

Maturity

2019

2020

2021

2022

2023

2024 onwards

Total

 

 

 

 

 

 

 

 

Balance at March 31, 2019

6,030

3,649

4,119

2,796

2,053

8,550

27,197

 

 

 

 

 

 

 

 

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 first quarter of 2019 amounted US$ 235, representing 27% in relation to fixed payments.

All extension options were included in the measurement of lease obligations.

The sensitivity analysis of financial instruments subject to exchange variation is presented in note 28.2.

In the first quarter of 2019, the Company recognized lease expenses in the amount of US$ 272 relating to short term leases.

23


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

At March 31, 2019, the balances of lease agreements for which the lease term has not commenced as they relate to assets under construction or not yet available for use, are presented below:

Maturity

 

 

 

2019

2020 - 2023

2024 onwards

Total

Balance at March 31, 2019

 

 

 

3,924

17,376

46,021

67,321

 

 

 

 

 

 

 

 

 

14.

Related-party transactions

The Company has a related-party transactions policy, which is annually revised and approved by the Board of Directors, and is applicable to all the Petrobras Group, in accordance with the Company’s by-laws.

14.1.

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 others.

The balances of significant transactions are set out in the following table:

 

 

03.31.2019

 

12.31.2018

 

 

 

 

 

 

Assets

Liabilities

Assets

Liabilities

Joint ventures and associates

 

 

 

 

State-controlled gas distributors (joint ventures)

347

122

307

114

Petrochemical companies (associates)

100

18

90

7

Other associates and  joint ventures

230

752

285

744

Subtotal

677

892

682

865

Brazilian government – Parent and its controlled entities

 

 

 

 

Government bonds

1,911

-

1,958

-

Banks controlled by the Brazilian Government

8,313

7,296

7,445

10,332

Receivables from the Electricity sector (note 5.4)

4,341

-

4,400

Petroleum and alcohol account - receivables from the Brazilian Government

308

-

307

-

Diesel Price Subsidy Program

-

400

-

Brazilian Federal Government - dividends

-

330

-

324

Empresa Brasileira de Administração de Petróleo e Gás Natural – Pré-Sal Petróleo S.A. – PPSA

-

75

-

144

Others

74

68

64

121

Subtotal

14,947

7,769

14,574

10,921

Pension plans

59

45

59

96

Total

15,683

8,706

15,315

11,882

Current

4,201

2,128

4,345

2,528

Non-Current

11,482

6,578

10,970

9,354

Total

15,683

8,706

15,315

11,882

 

 

 

 

 

 

 

The income/expenses of significant transactions are set out in the following table:

24


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

 

Jan-Mar/2019

Jan-Mar/2018

Joint ventures and associates

 

 

 

 

State-controlled gas distributors (joint ventures)

 

 

693

544

Petrochemical companies (associates)

 

 

701

936

Other associates and joint ventures

 

 

(154)

(194)

Subtotal

 

 

1,240

1,286

Brazilian government – Parent and its controlled entities

 

 

 

 

Government bonds

 

 

29

31

Banks controlled by the Brazilian Government

 

 

(45)

(343)

Receivables from the Electricity sector (note 5.4)

 

 

140

78

Petroleum and alcohol account - receivables from the Brazilian Government

 

 

2

-

Diesel Price Subsidy Program

 

 

-

Brazilian Federal Government - dividends

 

 

(5)

-

Empresa Brasileira de Administração de Petróleo e Gás Natural – Pré-Sal Petróleo S.A. – PPSA

 

 

(28)

-

Others

 

 

35

60

Subtotal

 

 

128

(174)

Pension plans

 

 

-

-

Total

 

 

1,368

1,112

Revenues, mainly sales revenues

 

 

1,654

1,770

Purchases and services

 

 

(399)

(420)

Foreign exchange and inflation indexation charges, net

 

 

(111)

(84)

Finance income (expenses), net

 

 

224

(154)

Total

 

 

1,368

1,112

 

 

 

 

 

 

 

In addition to the aforementioned transactions, Petrobras and the Brazilian Federal Government entered into the Assignment Agreement in 2010, which grants the Company the right to carry out prospecting and drilling activities for hydrocarbons located in the pre-salt area limited to the production of five billion barrels of oil equivalent. For detailed information on Assignment Agreement, see note 9.

 

14.2.

Compensation of key management personnel

The total compensation of Executive Officers and Board Members of Petrobras parent company is set out as follows:

 

 

Jan-Mar/2019

 

Jan-Mar/2018

 

Officers

Board members

Total

Officers

Board members

Total

Wages and short-term benefits

0.7

0.1

0.8

1.2

0.1

1.3

Social security and other employee-related taxes

0.2

0.2

0.3

0.3

Post-employment benefits (pension plan)

0.1

0.1

0.1

-

0.1

Benefits due to termination of tenure

0.3

0.3

Total compensation recognized in the statement of income

1.3

0.1

1.4

1.6

0.1

1.7

Total compensation paid

2.0

2.0

1.6

0.1

1.7

Average number of members in the period (*)

6.33

10.00

16.33

8.00

9.00

17.00

Average number of paid members in the period (**)

6.33

6.67

13.00

8.00

5.00

13.00

 

 

 

 

 

 

 

(*) Monthly average number of members.

 

 

 

 

 

 

(**) Monthly average number of paid members.

 

 

 

 

 

 

 

 

For the first quarter of 2019, charges related to compensation of the board members and executive officers of the Petrobras group amounted to US$ 6 (US$ 6 for the first quarter of 2018).

The Company’s General Shareholder’s Meeting held on April 25, 2019 determined the amount of US$ 8.3 as the threshold of executive officers and board members compensation for the period from April 2019 to March 2020.

 

25


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

15.

Provision for decommissioning costs

Non-current liabilities

Jan-Mar/2019

Jan-Dec/2018

Opening balance

15,133

14,143

Adjustment to provision

(19)

4,129

Transfers related to liabilities held for sale (*)

-

(1,221)

Payments made

(130)

(481)

Interest accrued

196

649

Others

-

51

Cumulative translation adjustment

(85)

(2,137)

Closing balance

15,095

15,133

(*) In 2018, it includes transfer to held for sale related to Campos basin (US$ 850); concessions in the state of Rio Grande do Norte (US$ 70) and Lapa field (US$ 11).

 

 

 

 

16.

Taxes

16.1.

Income taxes and other taxes

Income taxes

Current assets

Current liabilities

Non-current liabilities

 

03.31.2019

12.31.2018

03.31.2019

12.31.2018

03.31.2019

12.31.2018

Taxes in Brazil

 

 

 

 

 

 

Income taxes

750

733

206

66

-

-

Income taxes - Tax settlement programs

-

-

56

56

543

552

 

750

733

262

122

543

552

Taxes abroad

7

6

114

89

-

-

Total

757

739

376

211

543

552

(*) See note 20.2 for detailed information.

 

 

 

 

 

 

 

 

Other taxes

Current assets

Non-current assets

Current liabilities

Non-current     liabilities (*)

 

03.31.2019

12.31.2018

03.31.2019

12.31.2018

03.31.2019

12.31.2018

03.31.2019

12.31.2018

Taxes in Brazil

 

 

 

 

 

 

 

 

Current / Deferred ICMS (VAT)

795

781

666

700

684

922

-

-

Current / Deferred PIS and COFINS

502

442

2,756

2,668

490

309

-

-

CIDE

18

22

-

-

38

50

-

-

Production taxes

-

-

-

-

1,655

1,757

-

-

Withholding

income taxes

-

-

-

-

113

308

-

-

Tax Settlement Program (**)

-

-

-

-

2

2

-

-

Others

45

36

159

158

122

184

114

107

Total in Brazil

1,360

1,281

3,581

3,526

3,104

3,532

114

107

Taxes abroad

13

15

15

14

17

24

-

-

Total

1,373

1,296

3,596

3,540

3,121

3,556

114

107

 

 

 

 

 

 

 

 

 

(*) Other non-current taxes are classified as other non-current liabilities.

(**) The amount is related to refinancing program (REFIS) from previous periods.  

 

 

 

26


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

16.2.

Deferred income taxes - non-current

Income taxes in Brazil comprise corporate income tax (IRPJ) and social contribution on net income (CSLL). Brazilian statutory corporate tax rates are 25% and 9%, respectively.

The changes in the deferred income taxes are presented as follows:

 

 

Balance at January 1, 2018

2,364

Recognized in the statement of income for the year

(764)

Recognized in shareholders’ equity (*)

1,799

Cumulative translation adjustment

(159)

Use of tax credits

(1,222)

Others

8

Balance at December 31, 2018

2,026

Recognized in the statement of income for the period

137

Recognized in shareholders’ equity (*)

(39)

Cumulative translation adjustment

(7)

Use of tax credits

(123)

Others

(1)

Balance at March 31, 2019

1,993

Deferred tax assets

2,680

Deferred tax liabilities

(654)

Balance at December 31, 2018

2,026

Deferred tax assets

2,651

Deferred tax liabilities

(658)

Balance at March 31, 2019

1,993

 

 

(*) The amounts presented as Loans, trade and other receivables/payables and financing relate to the tax effect on exchange rate variation recognized within other comprehensive income (cash flow hedge accounting) as set out in note 28.2.

 

 

27


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

16.3.

Reconciliation between statutory tax rate and effective tax expense rate

The following table provides the reconciliation of Brazilian statutory tax rate to the Company’s effective rate on income before income taxes:

 

2019

2018

 

Jan-Mar

Jan-Mar

Net income before income taxes

1,690

3,415

Nominal income taxes computed based on Brazilian statutory corporate tax rates (34%)

(575)

(1,161)

•    Different jurisdictional tax rates for companies abroad

188

45

.     Brazilian income taxes on income of companies incorporated outside Brazil (*)

(53)

(25)

•    Tax incentives

13

23

•    Tax loss carryforwards (unrecognized tax losses)

(78)

(11)

•    Non-taxable income (non-deductible expenses), net (**)

(127)

(80)

•    Others

67

(10)

Income taxes expense

(565)

(1,219)

Deferred income taxes

137

(195)

Current income taxes

(702)

(1,024)

Total

(565)

(1,219)

 

 

 

Effective tax rate of income taxes

33.4%

35.7%

 

 

 

(*) It relates to Brazilian income taxes on earnings of offshore investees, as established by Law No. 12,973/2014.

(**) It includes results in equity-accounted investments and expenses relating to health care plan.

 

 

 

 

 

 

28


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

(Expressed in millions of US Dollars, unless otherwise indicated)

 

17.

Short-term benefits

 

03.31.2019

31.12.2018

Accrued vacation pay

856

781

Profit sharing

354

355

Employees variable compensation program

366

269

Salaries and related charges

241

253

Total

1,817

1,658

 

 

In the first quarter of 2019, the Board of Directors approved a new variable remuneration model for all the Company's employees for 2019: the Performance Award Program (Programa de Prêmio por Performance - PPP). This program is in line with the Business and Management Plan, focusing on meritocracy and bringing flexibility to a scenario in which the Company seeks more efficiency and alignment with the best management practices.

The PPP will be paid in a lump sum payment if the company presents a net income higher than R$ 10 billion in 2019 and the estimated amount of disbursement will depend on certain factors such as individual employee performance and results of the areas, as well as performance metrics of the Company.

This new model replaces other benefits related to variable compensation, such as profit sharing and the Variable Compensation Program – PRVE.

The provision for variable compensation as of March 31, 2019 amounting to US$ 366 comprises US$ 103 recognized in the first quarter of 2019.

 

18.

Employee benefits (Post-Employment)

18.1.

Pension and medical benefits

Changes in the net defined benefits are set out as follows:

 

Pension Plans

Medical Plan

 

 

 

 

 

 

 

 

 

 

 

Petros

Petros Renegotiated

Petros Non-renegotiated

Petros 2

AMS

Other

plans

Total

Balance at January 1, 2018

10,728

-

-

260

10,802

40

21,830

Remeasurement effects recognized in other comprehensive income

-

(12)

531

138

2,471

2

3,130

Costs incurred in the period

23

53

7

56

1,082

11

1,232

Interest income and expenses

255

1,144

374

23

927

4

2,727

Contributions paid

(93)

(229)

(74)

-

(319)

-

(715)

Payments related to Term of financial commitment (TFC)

-

(141)

(54)

-

-

-

(195)

Transfer due to spin-off

(10,858)

8,155

2,703

Others

-

-

31

31

Cumulative Translation Adjustment

(55)

(1,818)

(607)

(66)

(2,727)

(17)

(5,290)

Balance at December 31, 2018

-

7,152

2,880

411

12,236

71

22,750

Costs incurred in the period

-

15

2

11

57

1

86

Current service cost

-

141

57

10

283

1

492

Contributions paid

-

(63)

(17)

-

(108)

(7)

(195)

Others

-

-

-

-

-

(16)

(16)

Cumulative Translation Adjustment

-

(43)

(17)

(4)

(77)

1

(140)

Balance at March 31, 2019

-

7,202

2,905

428

12,391

51

22,977

Current

-

324

114

-

413

2

853

Non-current

-

6,878

2,791

428

11,978

49

22,124

Balance at March 31, 2019

-

7,202

2,905

428

12,391

51

22,977

 

 

 

 

 

 

 

 

 

 

Pension and medical benefit expenses, net recognized in the statement of income are set out as follows:

29


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Pension

Plans

Medical Plan

 

 

 

 

 

 

 

 

 

 

 

Petros

Petros Renegotiated

Petros Non-renegotiated

Petros 2

AMS

Other

Plans

Total

Related to active employees

-

45

8

16

128

1

198

Related to retired employees

-

111

51

5

212

1

380

Net costs for Jan-Mar/2019

-

156

59

21

340

2

578

Net costs for Jan-Mar/2018 (*)

318

-

-

20

351

3

692

(*) It refers to the costs before the split on April 1, 2018.

 

 

 

 

For the first quarter of 2019, the Company's contribution to the defined contribution portion of the Petros Plan 2 was US$ 63 (US$ 70 for the first quarter of 2018) recognized in the statement of income.

Deficit settlement of pension plans

Additional contributions from participants and sponsors of Petros Plan, due to the deficit computed in 2015, commenced in March 2018, although certain participants appealed before the judiciary and have had their contributions suspended based on judicial injunctions and. In these cases, the company has not paid its parity contributions and all judgments related to these injunctions were in favor of the Company. In the first quarter of 2019, the Company made contributions amounting to US$ 25 with respect of contributions under the PED (US$ 166 during 2018).

Financial statements for the Petros Renegotiated (PPSP-R) and Non-renegotiated (PPSP-NR) plans for 2018 were approved by the Executive Council of Petros on March 29, 2019 and presented an accumulated deficit of US$ 1,436 and US$ 733, respectively, according to the general accepted accounting standards for the post-retirement sector, regulated in Brazil by the Post-Retirement Benefit Federal Council – CNPC.

The deficits were computed based on annual actuarial review carried out by an independent actuary and were already incorporated into the Company’s audited financial statements ended December 31, 2018.

The table below presents the reconciliation of the deficit of Petros Plan registered by Petros Foundation as of December 31, 2018, according to the standards issued by CNPC and according to international accounting standards (IAS 19):

 

 

 

2018

 

PPSP-R

PPSP-NR

Total

Deficit registered by Petros

1,436

733

2,169

Extraordinary sponsor contributions

2,906

826

3,732

Changes in fair value of plan assets (*)

2,269

949

3,218

Ordinary sponsor contributions

1,230

569

1,799

Financial assumptions

1,063

288

1,351

Actuarial valuation method

(1,601)

(463)

(2,064)

Others

(153)

(20)

(173)

Net actuarial liability registered by the Company

7,150

2,882

10,032

(*) Balance of accounts receivable arising from the Term of Financial Commitment - TFC signed with Petrobras, which Petros recognizes as equity.

 

 

As the accumulated deficits in 2018 were higher than the ceiling amount determined by relevant regulation, Petros Foudantion must implement a new settlement plan in 2019. The Executive Council of the foundation must assess and approve its amounts and settlement features, and submit it to the Secretariat of Management and Governance for the State-owned Companies (Secretaria de Coordenação e Governança das Empresas Estatais – SEST).

Petros 3 Plan

On April 26, 2019, the SEST approved the Company’s proposal for a new pension plan with defined contribution characteristics (PP-3) to be offered to participants of PPSP-R and PPSP-NR.

However, the implementation of the PP-3 still depends on the approval of the Superintendency of Post-retirement Benefits (PREVIC).

 

30


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

19.

Equity

19.1.

Share capital (net of share issuance costs)

As of March 31, 2019, 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 March 31, 2019, the Company held treasury shares, of which 222,760 are common shares and 72,909 are preferred shares.

19.2.

Dividends payable

Dividends and interest on capital for 2018, in the amount of US$ 1,850, were approved at the Shareholder’s General Meeting held on April 25, 2019, being US$ 0.0681 for common shares and US$ 0.2397 for preferred shares.

As of March 31, 2019, the remaining balance is US$ 1,118 (including indexation charges), of which US$ 1,016 relates to the shareholders of the Petrobras parent company, which will be paid on May 20, 2019.

19.3.

Earnings per share

 

 

Jan-Mar/2019

 

Jan-Mar/2018

 

 

 

 

 

 

 

 

Common

Preferred

Total

Common

Preferred

Total

Net income (loss) attributable to shareholders of Petrobras

610

460

1,070

1,224

921

2,145

Weighted average number of outstanding shares

7,442,231,382

5,601,969,879

13,044,201,261

7,442,454,142

5,602,042,788

13,044,496,930

Basic and diluted earnings (losses) per share - in U.S. dollars

0.08

0.08

0.08

0.16

0.16

0.16

Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars(*)

0.16

0.16

0.16

0.32

0.32

0.32

(*) Petrobras' ADSs are equivalent to two shares.

 

 

 

 

 

 

 

 

 

 

20.

Supplemental information on statement of cash flows

 

Jan-Mar/2019

Jan-Mar/2018

Additional information on cash flows:

 

 

Amounts paid/received during the period:

 

 

Withholding income tax paid on behalf of third-parties

369

249

Capital expenditures and financing activities not involving cash

 

 

Purchase of property, plant and equipment on credit

43

1

Lease (*)

930

-

Provision/(reversals) for decommissioning costs

(19)

1

Use of deferred tax and judicial deposit for the payment of contingency

3

6

(*) The effects arising from the adoption of IFRS 16 are set out in note 3.

 

 

 

 

 

 

31


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

21.

Sales revenues

 

2019

2018

 

Jan-Mar

Jan-Mar

Diesel

6,386

6,234

Gasoline

3,246

4,103

Liquefied petroleum gas

1,010

1,156

Jet fuel

935

939

Naphtha

420

572

Fuel oil (including bunker fuel)

288

307

Other oil products

940

1,035

Subtotal oil products

13,225

14,346

Natural gas

1,572

1,289

Renewables  and nitrogen products

535

528

Breakage

164

232

Electricity

498

355

Services, agency and others

210

305

Domestic market

16,204

17,055

Exports

3,960

4,171

Sales  abroad (*)

1,065

1,732

Foreign market

5,025

5,903

Sales revenues (**)

21,229

22,958

 

 

 

(*) Sales revenues from operations outside of Brazil, including trading and excluding exports.

 

 

(**) Sales revenues by business segment are set out in note 25.

 

 

 

 

 

 

 

In the first quarter of 2019 and 2018, there was no customer whose sales revenues totaled 10% or more of the Company’s sales revenues.

 

22.

Costs and expenses by nature

22.1.

Cost of sales

 

Consolidado

 

2019

2018

 

Jan-Mar

Jan-Mar

Raw material, products for resale, materials and third-party services

(7,836)

(8,332)

Depreciation, depletion and amortization

(3,140)

(3,071)

Production taxes

(2,398)

(2,474)

Employee compensation

(843)

(827)

Total

(14,217)

(14,704)

 

 

22.2.

Selling expenses

 

Consolidado

 

2019

2018

 

Jan-Mar

Jan-Mar

Materials, third-party services, rent and other related costs

(803)

(959)

Depreciation, depletion and amortization

(165)

(85)

Allowance for expected credit losses

(36)

(130)

Employee compensation

(93)

(99)

Total

(1,097)

(1,273)

 

 

 

32


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

22.3.

General and administrative expenses

 

Consolidado

 

2019

2018

 

Jan-Mar

Jan-Mar

Employee compensation

(398)

(412)

Materials, third-party services, freight, rent and other related costs

(171)

(208)

Depreciation, depletion and amortization

(47)

(40)

Total

(616)

(660)

 

 

23.

Other income and expenses

 

2019

2018

 

Jan-Mar

Jan-Mar

Pension and medical benefits - retirees

(380)

(417)

Unscheduled stoppages and pre-operating expenses

(322)

(239)

Gains / (losses) related to legal, administrative and arbitration proceedings (*)

(368)

(392)

Gains/(losses) with Commodities Derivatives

(237)

(217)

Profit sharing

(8)

(139)

Impairment

7

(18)

Institutional relations and cultural projects

(43)

(35)

Operating expenses with thermoelectric power plants

(33)

(25)

Health, safety and environment

(17)

(25)

Allowance for impairment of other receivables

4

(7)

Reclassification of cumulative translation adjustments - CTA

(34)

-

Variable compensation program

(103)

-

Government grants

28

-

Gains / (losses) on disposal/write-offs of assets (**)

184

1,005

Expenses/Reimbursements from E&P partnership operations

50

56

Others

108

61

Total

(1,164)

(392)

(*) In 2019, it includes foreign exchange losses relating to the Class Action Settlement provision in the amount of US$ 15.

(**) In 2019, it primarily comprises gain on the sale of distributors in Paraguay. In 2018, it mainly relates to sale of assets in the scope of the strategic alliance with Total.

 

 

24.

Net finance income (expense)

 

Jan-Mar/2019

Jan-Mar/2018

Debt interest and charges

(1,334)

(1,627)

Foreign exchange  gains (losses) and indexation charges on net debt (*)

(787)

(999)

Unwinding of discount on lease liabilities (notes 3.1 and 13)

(335)

-

Discount and premium on repurchase of debt securities

(182)

(419)

Income from investments  and marketable securities (Government Bonds)

131

139

Financial result on net debt

(2,507)

(2,906)

Capitalized borrowing costs

346

497

Gains (losses) on derivatives

(29)

109

Unwinding of discount on the provision for decommissioning costs

(209)

(183)

Other finance expenses and income, net

140

123

Other foreign exchange gains (losses) and indexation charges, net

97

125

Net finance income (expenses)

(2,162)

(2,235)

Income

362

339

Expenses

(1,806)

(1,804)

Foreign exchange gains (losses) and indexation charges

(718)

(770)

Total

(2,162)

(2,235)

(*) Includes debt raised in Brazil (in Brazilian reais) indexed to the U.S. dollar.

 

 

 

 

 

 

 

 

 

 

 

33


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

25.

Segment information

The operating segment information is reported in the manner in which the Company’s senior management assesses business performance and makes decisions regarding investments and resource allocation.

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

Consolidated assets by operating segment - 03.31.2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

5,263

12,239

1,960

74

2,160

15,540

(3,719)

33,517

Non-current assets

148,589

33,822

14,375

139

2,815

9,949

355

210,044

Long-term receivables

7,996

3,470

1,688

2

869

7,943

393

22,361

Investments

662

1,395

780

48

6

2,891

Property, plant and equipment

137,870

28,798

11,665

89

1,746

1,877

(38)

182,007

Operating assets

116,957

25,699

9,093

88

1,515

1,745

(38)

155,059

Under construction

20,913

3,099

2,572

1

231

132

26,948

Intangible assets

2,061

159

242

200

123

2,785

Total Assets

153,852

46,061

16,335

213

4,975

25,489

(3,364)

243,561

 

 

 

 

 

 

 

 

 

Consolidated assets by operating segment - 12.31.2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

5,324

11,964

2,027

79

2,575

18,750

(3,657)

37,062

Non-current assets

126,989

32,119

13,582

137

2,565

9,418

196

185,006

Long-term receivables

8,115

3,286

1,525

2

837

8,059

235

22,059

Investments

650

1,303

757

45

4

2,759

Property, plant and equipment

116,153

27,356

11,057

90

1,529

1,237

(39)

157,383

Operating assets

93,172

24,347

8,517

89

1,313

1,058

(39)

128,457

Under construction

22,981

3,009

2,540

1

216

179

28,926

Intangible assets

2,071

174

243

199

118

2,805

Total Assets

132,313

44,083

15,609

216

5,140

28,168

(3,461)

222,068

 

 

 

 

 

 

 

 

 

 

 


34


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Consolidated Statement of Income by operating segment

 

 

 

 

 

 

 

 

 

Jan-Mar/2019

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

Sales revenues

11,384

16,136

3,220

60

6,171

(15,742)

21,229

    Intersegments

11,053

3,687

861

57

84

(15,742)

    Third parties

331

12,449

2,359

3

6,087

21,229

Cost of sales

(6,804)

(14,905)

(2,304)

(62)

(5,737)

15,595

(14,217)

Gross profit (loss)

4,580

1,231

916

(2)

434

(147)

7,012

Income (expenses)

(561)

(619)

(503)

(4)

(125)

(1,471)

(9)

(3,292)

  Selling

(464)

(422)

(202)

(2)

(7)

(1,097)

  General and administrative

(71)

(85)

(36)

(4)

(54)

(366)

(616)

  Exploration costs

(174)

(174)

  Research and development

(94)

(4)

(5)

(35)

(138)

  Other taxes

(21)

(22)

(16)

(1)

(8)

(35)

(103)

  Other income and expenses

(201)

(44)

(24)

1

139

(1,033)

(2)

(1,164)

Net income / (loss) before financial results and income taxes

4,019

612

413

(6)

309

(1,471)

(156)

3,720

  Net finance income (expenses) (*)

(2,162)

(2,162)

  Results in equity-accounted investments

36

93

4

(1)

132

Net income / (loss) before income taxes

4,055

705

417

(7)

309

(3,633)

(156)

1,690

  Income taxes

(1,367)

(208)

(141)

2

(105)

1,201

53

(565)

Net income (loss) for the period

2,688

497

276

(5)

204

(2,432)

(103)

1,125

Non-controlling interests

(1)

(9)

29

31

5

55

Net income attributable to shareholders of Petrobras

2,689

506

247

(5)

173

(2,437)

(103)

1,070

(*) It includes US$ 333 of finance expenses following the adoption of IFRS 16.


35


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Consolidated Statement of Income by operating segment

 

 

 

 

 

 

 

 

 

Jan-Mar/2018

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

Sales revenues

12,550

17,060

2,836

68

7,220

(16,776)

22,958

    Intersegments

12,029

3,738

850

62

97

(16,776)

    Third parties

521

13,322

1,986

6

7,123

22,958

Cost of sales

(7,429)

(15,156)

(1,798)

(64)

(6,735)

16,478

(14,704)

Gross profit (loss)

5,121

1,904

1,038

4

485

(298)

8,254

Income (expenses)

263

(731)

(794)

(6)

(318)

(1,166)

(10)

(2,762)

  Selling

(22)

(445)

(566)

(233)

1

(8)

(1,273)

  General and administrative

(75)

(106)

(38)

(5)

(62)

(374)

(660)

  Exploration costs

(136)

(136)

  Research and development

(104)

(3)

(4)

(42)

(153)

  Other taxes

(50)

(25)

(11)

(1)

(7)

(54)

(148)

  Other income and expenses

650

(152)

(175)

(16)

(697)

(2)

(392)

Net income / (loss) before financial results and income taxes

5,384

1,173

244

(2)

167

(1,166)

(308)

5,492

  Net finance income (expenses)

(2,235)

(2,235)

  Results in equity-accounted investments

137

23

(2)

158

Net income / (loss) before income taxes

5,384

1,310

267

(4)

167

(3,401)

(308)

3,415

  Income taxes

(1,830)

(399)

(83)

1

(57)

1,044

105

(1,219)

Net income (loss) for the period

3,554

911

184

(3)

110

(2,357)

(203)

2,196

Non-controlling interests

(2)

(32)

36

27

22

51

Net income attributable to shareholders of Petrobras

3,556

943

148

(3)

83

(2,379)

(203)

2,145

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

36


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

26.

Provisions for legal proceedings

26.1.

Provisions for legal proceedings, judicial deposits and contingent liabilities

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:

Labor claims, in particular: (i) opt-out claims related to a review of the methodology by which the minimum compensation based on an employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated; (ii) lawsuits relating to overtime pay and (iii) actions of outsourced employees;

Tax claims including: (i) claims relating to Brazilian federal tax credits applied that were disallowed; and (ii) alleged misappropriation of VAT (ICMS) tax credits on import of platforms;

Civil claims relating to: (i) agreement to settle the Consolidated Securities Class Action before the United States District Court for the Southern District of New York; (ii) collection of royalties over the shale extraction; (iii) non-compliance with contractual terms relating to oil platform construction; (iv) compensation relating to an easement over a property; (v) collection of production taxes over natural gas production; (vi) penalties applied by ANP relating to measurement systems; (vii) termination of the drilling service contract tied to ship-probe Titanium Explorer; and (viii) differences in production taxes (special participation) relating to the unification of oil fields in the Parque das Baleias complex (see note 30).

Provisions for legal proceedings are set out as follows:

 

03.31.2019

12.31.2018

Current and Non-current liabilities

 

 

Labor claims

1,078

1,093

Tax claims

467

491

Civil claims

5,831

5,710

Environmental claims

114

111

Total

7,490

7,405

Current liabilities

3,394

3,482

Non-current liabilities

4,096

3,923

 

 

 

Jan-Mar/2019

Jan-Dec/2018

Opening Balance

7,405

7,026

  Additions, net of reversals

389

1,325

  Use of provision

(245)

(650)

  Accruals and charges

53

736

  Others

(66)

95

  Cumulative translation adjustment

(46)

(1,127)

Closing Balance

7,490

7,405

 

 

In preparing its consolidated financial statements for the first quarter of 2019, 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.

The main addition to provisions for legal proceedings in the first quarter of 2019 relates to the arbitrations in Brazil involving the company Sete Brasil, in the amount of US$ 365, which was previously regarded as a contingent liability as of December 31, 2018.

26.2.

Judicial deposits

Judicial deposits made in connection with legal proceedings are set out in the table below according to the nature of the corresponding lawsuits:

37


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

03.31.2019

12.31.2018

Non-current assets

 

 

Tax

4,966

4,563

Labor

1,182

1,161

Civil

1,019

823

Environmental

161

160

Others

4

4

Total

7,332

6,711

 

 

 

 

 

 

03.31.2019

12.31.2018

Opening Balance

6,711

5,582

  Additions

618

1,883

  Use

(22)

(86)

  Accruals and charges

86

294

  Others

-

26

  Cumulative translation adjustment

(61)

(988)

Closing Balance

7,332

6,711

 

 

 

 

 

26.3.

Contingent liabilities

The estimates of contingent liabilities for legal proceedings are indexed to inflation and updated by applicable interest rates. As of March 31, 2019, estimated contingent liabilities for which the possibility of loss is not considered remote are set out in the following table:

Nature

03.31.2019

12.31.2018

Tax

37,843

37,290

Labor

8,960

8,619

Civil - General

6,691

6,539

Civil - Environmental

4,342

4,221

Total

57,836

56,669

 

 

 

A brief description of the nature of the main contingent liabilities (tax, civil, environmental and labor) is set out below:

Tax matters comprising: i) withholding income tax (IRRF), Contribution of Intervention in the Economic Domain (CIDE), Social Integration Program (PIS) and Contribution to Social Security Financing (COFINS) on remittances for payments of vessel charters; (ii) income from foreign subsidiaries and associates located outside Brazil not included in the computation of taxable income (IRPJ and CSLL); (iii) requests to compensate federal taxes disallowed by the Brazilian Federal Tax Authority; and (iv) collection and crediting of ICMS in internal consumption operations of bunker oil and oil by several states;

Labor matters comprising mainly actions requiring a review of the methodology by which the minimum compensation based on an employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated;

Civil matters comprising: (i) arbitrations in Brazil and lawsuit in the USA regarding Sete Brasil; and (ii) administrative proceedings challenging an ANP order requiring Petrobras to pay additional special participation fees and royalties (production taxes) with respect to several fields;

Environmental matters comprising: (i) five public civil actions filed by the Public Prosecutor's Office of the State of Rio de Janeiro against Petrobras, the State Environmental Institute - INEA and Rio de Janeiro State, requesting proof of compliance with regulation relating to the environmental licensing of COMPERJ, complementation of technical research, as well as compensation for collective material and moral damages.

38


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

In the first quarter of 2019, the increase in the balance of contingent liabilities is mainly attributable to its update by applicable interest rates and to a dispute, amounting to US$ 282, relating to the compensation for costs incurred in charter contracts of two drilling rigs, whose possibility of outflow of resources was previously deemed remote. This increase was partially offset by the provision for arbitral litigations in Brazil involving the company Sete Brasil, in the amount of US$ 365, as well as by the dispute involving the limit of standby work and period for rest between workdays (US$ 372), which was deemed remote in the first quarter of 2019 following a favorable decision from the Superior Labor Court (Tribunal Superior do Trabalho - TST).

26.4.

Class action and related proceedings

26.4.1.

Class action and related proceedings in the USA  

Under the Class Action Settlement, Petrobras (together with its subsidiary PGF) has agreed to pay US$ 2,950 to resolve claims in two installments of US$ 983 and a further installment of US$ 984. Accordingly, the Company charged US$ 3,449 to its statement of income for the last quarter of 2017 as other income and expenses, taking into account the gross up of tax related to the Petrobras’s portion of the settlement. The three installments were deposited on March 1, 2018, July 2, 2018 and January 15, 2019 into an escrow account designated by the lead plaintiff and accounted for it as other current assets. Certain objectors have appealed the District Court’s final decision to approve the Class Action Settlement, and one such appeal remains pending.

Additionally, during the first quarter of 2019, there were no other events that modified the evaluation and judgment of this action.

26.4.2.

Class actions in the Netherlands and Argentina

During the first quarter of 2019, there were no events that modified the assessment and judgment of the collective action in the Netherlands, nor of the arbitrations in progress in Argentina.

26.4.3.

Arbitration in Brazil

On March 15, 2019, the Brazilian Federal Supreme Court suspended the Commitment Assumption Agreement signed with the Brazilian Federal Prosecutor’s Office, which prevents the Company, in the event of any convictions in these arbitrations, from using half of the amount of US$ 683 paid on January 30, 2019 to the Brazilian authorities.

 

27.

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$ 2,303 of which US$ 1,183 were still in force as of March 31, 2019 , net of commitments undertaken. The collateral comprises crude oil from previously identified producing fields, pledged as collateral, amounting to US$ 1,086 and bank guarantees of US$ 97.

 

28.

Risk management

A summary of the positions of the derivative financial instruments held by the Company and recognized in other current assets and liabilities as of March 31, 2019 , as well as the amounts recognized in the statement of income and other comprehensive income and the guarantees given is set out as follows:

39


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

 

Statement of Financial Position

 

 

 

 

 

 

 

Notional value

Fair value

Asset Position (Liability)

Maturity

 

 

 

 

 

 

 

03.31.2019

12.31.2018

03.31.2019

12.31.2018

 

Derivatives not designated for hedge accounting

 

 

 

 

 

Future contracts - total (*)

(13,399)

(14,043)

13

108

 

Long position/Crude oil and oil products

40,016

40,017

-

-

2019/2020

Short position/Crude oil and oil products

(53,415)

(54,060)

-

-

2019/2020

OTC  Options(*)

 

 

 

 

 

Put/Crude oil and oil products

186,000

227

-

2019

Forward contracts

 

 

 

 

 

Long position/Foreign currency forwards (BRL/USD) (**)

US$ 65

US$ 137

1

(2)

2019

Short position/Foreign currency forwards  (BRL/USD) (**)

US$ 81

US$ 92

(2)

(1)

2019

Long position/Foreign currency forwards (EUR/USD)  (**)

EUR 3000

EUR 3000

(215)

(123)

2019

Short position/Foreign currency forwards (EUR/USD)  (**)

EUR 521

-

4

-

2019

Long position/Foreign currency forwards (GPB/USD)  (**)

GBP 419

GBP 419

(3)

(11)

2019

Swap

 

 

 

 

 

Foreign currency / Cross-currency Swap (**)

GBP 700

GBP 700

31

1

2026

Foreign currency / Cross-currency Swap (**)

GBP 600

GBP 600

(53)

(71)

2034

Total recognized in  the Statement of Financial Position

 

 

3

(99)

 

 

 

 

 

 

 

(*) Notional value in thousands of bbl.

 

 

 

 

 

(**) Amounts in US$, GBP and EUR are presented in million.

 

 

 

 

 

 

 

 

 

Gains/ (losses) recognized in the statement of income (*)

Gains/(losses) recognized in the Shareholders’ Equity (**)

 

Jan-Mar/2019

Jan-Mar/2018

Jan-Mar/2019

Jan-Mar/2018

Commodity derivatives

(237)

(217)

-

Foreign currency derivatives

(29)

109

 

(266)

(108)

Cash flow hedge on exports (***)

(755)

(820)

117

482

Total

(1,021)

(928)

117

482

 

 

 

 

 

(*) Amounts recognized in finance income in the period.

(**) Amounts recognized as other comprehensive income in the period.

(***) Using non-derivative financial instruments as designated hedging instruments, as set out in note 28.2.

 

 

 

 

 

Guarantees given as collateral

 

 

 

03.31.2019

12.31.2018

Commodity derivatives

 

 

62

(48)

Foreign currency derivatives

 

 

70

70

Total

 

 

132

22

 

 

A sensitivity analysis of the derivative financial instruments for the different types of market risks as of March 31, 2019 is set out as follows:

40


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Financial Instruments

Risk

Probable Scenario (*)

Reasonably possible

scenario (*)

Remote

Scenario (*)

Derivatives not designated for hedge accounting

 

 

 

 

Future contracts

Crude oil and oil products - price changes

-

(209)

(419)

Forward contracts

Foreign currency - depreciation  BRL x USD

(5)

40

81

Options OTC

Crude oil and oil products - price changes

-

(196)

(224)

 

 

(5)

(365)

(562)

 

 

 

 

 

(*) The probable scenario was computed based on the following risks: oil and oil products prices: fair value at March 31, 2019 / R$ x U.S. Dollar - a 3.3% appreciation of the Real. Source: Focus and Bloomberg. Reasonably possible and remote scenarios consider 25% and 50% deterioration in the associated risk variables, respectively.

 

 

 

 

 

 

 

28.1.

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 Business and Management targets are being met.

In March 2019, Petrobras implemented a hedge strategy for part of its oil exports foreseen for 2019. Over-the-Counter (OTC) put options referenced in the average Brent oil prices from April to the end of 2019 were purchased with strike price of US$ 60/barrel, with premium of US$ 320. In 2018, a similar strategy was implemented, with an average strike price of US$ 65/barrel and total cost of approximately US$ 445.

In the first quarter of 2019, due to the decrease in the fair value of these put options driven by the increase in the commodity price in the international market, a US$ 94 loss was accounted as other income and expenses, within the corporate segment (a US$ 170 loss in the first quarter of 2018).

Additionally, since September 2018, the Company also has executed a hedge strategy related to gasoline prices and foreign exchange rates by using commodity derivatives and non-deliverable forwards (NDF), in order to improve flexibility of its pricing policy for this oil product. It allows the Company to hold gasoline prices constant in the domestic market for periods of up to 15 days, which represents a better alignment between the Company interest and demands from customers and market players in general. The Company recognized a US$ 3 gain arising from this strategy in the first quarter of 2019, recorded in other income and expenses.

In March 2019, Petrobras approved a change in the frequency of adjustment in diesel prices, whose values ​​will be updated for periods of not less than 15 days in the Company's refineries. In order to preserve the profitability of its refining operations, Petrobras may hedge its exposures through the use of derivatives. With the same objective of giving additional flexibility to the pricing policy, in December 2018, Petrobras adopted a hedge strategy applied to diesel prices and foreign exchange rates by using NDF, in a manner similar to the strategy applied to gasoline. The Company recognized a US$ 18 loss arising from this strategy in the first quarter of 2019, recorded in other income and expenses.

The Company may apply this strategy in periods of high volatility of prices in order to meet the aforementioned alignment and generate results equivalent to those that would be generated if prices were adjusted on a daily basis.

28.2.

Foreign exchange risk management

a)

Cash Flow Hedge involving the Company’s future exports

Aligned with Company’s foreign exchange risk management, the Company performed additional designations in the first quarter of 2019 following the adoption of IFRS 16, amounting to US$ 25,687 (R$ 99,370 million), in which the hedged item was the highly probable future exports in US dollars, and as hedging instruments lease agreements denominated in US dollars.

The carrying amounts, the fair value as of March 31, 2019, 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$ 3.8967 exchange rate are set out below:

41


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

 

 

 

 

 

 

 

 

Present value of hedging instrument notional value at

03.31.2019

Hedging Instrument

HedgedTransactions

Nature

of theRisk

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 on a portion of highly probable

future monthly exports revenues

Foreign Currency

– Real vs U.S. Dollar

Spot Rate

April 2019 to March 2029

93,256

363,390

 

 

Changes in the present value of hedging instrument notional value

US$

R$ million

Amounts designated as of December 31, 2018

66,168

256,390

Additional hedging relationships designated, designations revoked and hedging instruments re-designated

31,693

121,919

Exports affecting the statement of income

(1,732)

(6,518)

Principal repayments / amortization

(2,873)

(10,828)

Foreign exchange variation  

-

2,427

Amounts designated as of March 31, 2019

93,256

363,390

Nominal value of hedging instrument (finance debt and lease liability) at March 31, 2019

109,337

426,052

 

 

In the first quarter of 2019, the Company recognized a US$ 5 loss within foreign exchange gains (losses) due to ineffectiveness.

The average ratio of future exports for which cash flow hedge accounting was designed to the highly probable future exports is 82.6%.

A roll-forward schedule of cumulative foreign exchange losses recognized in other comprehensive income as of March 31, 2019 is set out below:

 

Exchange rate

Tax effect

Total

Balance at January 1,2018

(14,508)

4,935

(9,573)

Recognized in shareholders' equity

(8,950)

3,043

(5,907)

Reclassified to the statement of income - occurred exports

3,315

(1,127)

2,188

Balance at December 31, 2018

(20,143)

6,851

(13,292)

Recognized in shareholders' equity

(638)

217

(421)

Reclassified to the statement of income - occurred exports

755

(257)

498

Balance at March 31, 2019

(20,026)

6,811

(13,215)

 

 

 

 

 

 

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 review of the Company’s business 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 BMP 2019-2023, would not indicate a reclassification adjustment 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 March 31, 2019 is set out below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

2020

2021

2022

2023

2024

2025

2026 to 2028

Total

Expected realization

(3,518)

(4,123)

(3,982)

(4,332)

(2,653)

(1,459)

(86)

127

(20,026)

 

 

 

 

 

 

 

 

 

 

 

 

42


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

b)

Cross currency swap – Pounds Sterling x Dollar

In 2017, the Company, through its wholly owned subsidiary Petrobras Global Trading B.V. (PGT), entered into cross currency swaps maturing in 2026 and 2034, with notional amounts of £ 700 million and £ 600 million, respectively, in order to hedge its Pounds/U.S. Dollar exposure arising from bonds issued amounting to £ 1,300. The Company recognized a US$ 46 gain in the first quarter of 2019 (a US$ 94 gain in the first quarter of 2018) arising from this strategy, recorded in finance income (expense). The Company does not expect to settle these swaps before their expiration dates.

c)

Non Deliverable Forward (NDF) – Euro x Dollar and Pounds Sterling x Dollar

In 2018, the Company, also through PGT, entered into non deliverable forwards with notional amounts of Euro 3,000 million and £ 419 million, maturing in 2019, in other to reduce its euro x dollar and pounds x dollar exposures raised by bonds issued. In 2019, approximately Euro 520 million of this position was reversed through the sale of this currency for the same term, due to the repurchase of bonds previously protected. The Company recognized a US$ 81 loss in the first quarter of 2019 arising from this strategy, recorded in finance income (expense). The Company does not expect to settle these NDFs before their expiration dates.

d)

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), except for assets and liabilities of foreign subsidiaries, when transacted in a currency equivalent to their respective functional currencies.

Financial Instruments

Exposure at   03.31.2019

Risk

Probable Scenario (*)

Reasonably possible

scenario

Remote

Scenario

 

 

 

 

 

 

Assets (**)

7,469

 

(243)

1,867

3,735

Liabilities (***)

(99,279)

Dollar/Real

3,228

(24,820)

(49,640)

Cash flow hedge on exports

93,256

 

(3,032)

23,314

46,628

 

1,446

 

(47)

361

723

Assets

5

Euro/Real

1

3

Liabilities

(29)

1

(7)

(15)

 

(24)

 

1

(6)

(12)

Assets

2,760

Euro/Dollar

17

690

1,380

Liabilities

(5,583)

 

(34)

(1,396)

(2,791)

Non Deliverable Forward (NDF)

3,369

 

20

842

1,685

 

546

 

3

136

274

Assets

2

Pound Sterling/Real

1

1

Liabilities

(21)

(5)

(10)

 

(19)

 

(4)

(9)

Assets

2,319

Pound Sterling

/Dollar

46

580

1,160

Liabilities

(4,552)

(91)

(1,138)

(2,276)

Derivative - cross currency swap

1,694

 

34

424

847

Non Deliverable Forward (NDF)

546

 

11

137

273

 

7

 

3

4

Total

1,956

 

(43)

490

980

 

 

 

 

 

 

(*) On March 31, 2019, the probable scenario was computed based on the following risks:  R$ x U.S. Dollar - a 3.3% appreciation of the Real / Japanese Yen x U.S. Dollar - a 0.6% appreciation of the Japanese Yen / Euro x U.S. Dollar: a 0.6% appreciation of the Euro / Pound Sterling x U.S. Dollar: a 2.1% appreciation of the Pound Sterling / Real x Euro - a 2.6% appreciation of the Real / Real x Pound Sterling - a 1.3% appreciation of the Real . Source: Focus and Bloomberg.

(**) It includes the Escrow account for the Class action agreement, as set out note 26.4.

(***) It includes the provision for the Class Action agreement, as set out note 26.4.

 

 

28.3.

Liquidity risk

A maturity schedule of the Company’s finance debt (undiscounted), including face value and interest payments is set out as follows:

43


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Maturity

2019

2020

2021

2022

2023

2024 and thereafter

Balance at March 31, 2019

Balance at December 31, 2018

Principal

1,246

3,398

5,969

6,894

10,241

52,575

80,323

85,279

Interest

3,287

4,557

4,289

3,997

3,542

33,549

53,221

51,359

Total

4,533

7,955

10,258

10,891

13,783

86,124

133,544

136,638

 

 

 

 

 

 

 

 

 

 

 

 

29.

Fair value of financial assets and liabilities

 

 

 

Fair value measured based on

 

Level I

Level II

Level III

Total fair

value

recorded

Assets

 

 

 

 

Marketable securities

1,128

-

-

1,128

Commodity derivatives

13

227

-

240

Foreign currency derivatives

-

36

-

36

Balance at March 31, 2019

1,141

263

-

1,404

Balance at December 31, 2018

1,091

1

-

1,092

 

 

 

 

 

Liabilities

 

 

 

 

Foreign currency derivatives

-

(273)

-

(273)

Balance at March 31, 2019

(273)

-

(273)

Balance at December 31, 2018

108

(208)

-

(100)

 

 

 

 

 

 

 

The estimated fair value for the Company’s long term debt, computed based on the prevailing market rates, is set out in note 12.3.

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.

 

30.

Subsequent events

Voluntary Severance Program

On April 24, 2019, the Board of Directors approved the Company's Voluntary Severance Program (PDV).

Petrobras employees may join the program from May 2, 2019 to June 30, 2020, provided they are retired under the Brazilian Social Security Institute (INSS) by the end of the enrollment period. The program aims to adapt size of the Company’s workforce and optimize costs as provided for in its 2019-2023 Business and Management Plan.

The recognition of the provision for expenses with this plan will occur to the extent that the employees join the program.

Sale of interest in Transportadora Associada de Gás - TAG

On April 25, 2019, the Company entered into a purchase and sale agreement for the sale of a 90% stake in TAG to the group formed by ENGIE and the Canadian fund Caisse de Dépôt et Placement du Québec (CDPQ) .

The transaction value is approximately US$ 8.6 billion and will be paid at the closing of the transaction. This amount includes the settlement of TAG debts with BNDES amounting to approximately US$ 800.

TAG operates in the natural gas transportation sector, currently holding long-term operating permission for a pipeline network of approximately 4.5 thousand km long and 74 million m3 / day of transportation capacity, located in the North, Northeast and Southeast Brazil. Petrobras will continue to use natural gas transportation services rendered by TAG, through contracts already in force between the two companies, without any impact on its operations and the delivery of gas to distributors and other customers.

The conclusion of the transaction is subject to the conditions precedent provided in the agreement, such as the approval by the CADE.

44


Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements - unaudited

(Expressed in millions of US Dollars, unless otherwise indicated)

 

Sale of 50% working interest in Tartaruga Verde and Module III of Espadarte fields

On April 25, 2019, Petrobras entered into an agreement with Petronas Petróleo Brasil Ltda. (“PPBL”), a subsidiary of Petroliam Nasional Berhad (“PETRONAS”) for the sale of 50% working interest in Tartaruga Verde field (BM-C-36 Concession) and Module III of Espadarte field.

The transaction amounts to US$ 1,294, to be paid in two tranches: (i) US$ 259 paid at the signing date; and (ii) US$ 1,035 at the closing date, subject to price adjustments.

The conclusion of the transaction is subject to the conditions precedent provided in the agreement, such as the approval by the ANP and the CADE.

Unification of oil fields in the Parque das Baleias complex

On April 5, 2019, Petrobras signed an agreement that formalizes the unification of fields in the region known as "Parque das Baleias", located in the portion of the Campos Basin on the coast of Espírito Santo state, in the amount of US$ 903, of which US$ 387was paid at the signing date and the remainder amount will be settled in 42 monthly installments.

The amount of US$ 903 was accounted for as provision for legal proceedings in the last quarter of 2018.

Distributions to shareholders

The Company’s Board of Directors approved on May 7, 2019 interest on capital distribution totaling US$ 329 (R$ 1,304 million), representing US$ 0.02 (R$ 0.10) per common and preferred share. This interest on capital will be paid to shareholders on July 5, 2019 based on register on May 21, 2019 and it will be included within the distribution for 2019, bearing interest at Selic rate (Brazilian short-term interest rate) from the date of the payment to the end of the fiscal year.

 

31.

Information related to guaranteed securities issued by subsidiaries

31.1.

Petrobras Global Finance B.V. (PGF)

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.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: May 8, 2019.

PETRÓLEO BRASILEIRO S.A—PETROBRAS

By: /s/ Andrea Marques de Almeida

______________________________

Andrea Marques de Almeida

Chief Financial Officer and Investor Relations Officer