pbraitrifrs2q13us_6k.htm - Generated by SEC Publisher for SEC Filing

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 June, 2013

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

 

Consolidated Financial Statements

June 30, 2013 and 2012 with

Report of Independent Registered 

Public Accounting Firm

 

 


 
 

Petróleo Brasileiro S.A. – Petrobras

Contents

 

 

Report of Independent Registered Public Accounting Firm 3
Consolidated Statement of Financial Position 4
Consolidated Statement of Income 5
Consolidated Statement of Comprehensive Income 6
Consolidated Statement of Changes in Shareholders’ Equity 7
Consolidated Statement of Cash Flows 8
Consolidated notes to the financial statements 9
1. The Company and its operations 9
2. Basis of preparation of interim financial information 9
3. Basis of consolidation 10
4. Summary of significant accounting policies 10
5. Cash and cash equivalents 11
6. Marketable securities 11
7. Trade and other receivables 11
8. Inventories 12
9. Acquisitions and disposal of assets 13
10. Investments 14
11. Property, plant and equipment 15
12. Intangible assets 16
13. Exploration for and Evaluation of Oil and Gas Reserves 17
14. Trade payables 18
15. Finance Debt 18
16. Leases 21
17. Related parties 22
18. Provision for decommissioning costs 24
19. Taxes 24
20. Employee benefits (Post-Employment) 26
21. Shareholders’ equity 28
22. Sales revenues 28
23. Other operating expenses, net 29
24. Expenses by nature 29
25. Net finance income (expense) 30
26. Supplementary statement of cash flows information 30
27. Segment Information 31
28. Provisions for Legal Proceedings, Contingent Liabilities and Contingent Assets 35
29. Guarantees for concession agreements for petroleum exploration 38
30. Risk management and derivative instruments 38
31. Fair values of financial assets and liabilities 46
32. Subsequent events 47
33. Information Related to Guaranteed Securities Issued by Subsidiaries 48

 

 


 
 

 

Report of Independent Registered Public Accounting Firm

 

 

Report of independent registered

public accounting firm

 

 

To the Board of Directors and Shareholders

Petróleo Brasileiro S.A. - Petrobras

 

 

 

 

We have reviewed the accompanying condensed consolidated statement of financial position of Petróleo Brasileiro S.A. - Petrobras and its subsidiaries as of June 30, 2013, the related condensed consolidated statement of income, of cash flows and of comprehensive income for the six-month periods ended June 30, 2013 and June 30, 2012 and the condensed statement of changes in shareholders’ equity for the six-month period ended June 30, 2013. This interim financial information is the responsibility of the Company's management.

 

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of 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 Public Company Accounting Oversight Board (United States), 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.

 

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed 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), the consolidated balance sheet as of December 31, 2012, and the related consolidated statements of income, of comprehensive income, of cash flows (not presented herein) and of shareholders’ equity for the year then ended, and in our report dated February 4, 2013, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2012, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

 

 

 

/s/ PricewaterhouseCoopers

Auditores Independentes

 

 

Rio de Janeiro, Brazil

August 9, 2013

 

3 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Financial Position

(In millions of US Dollars)

 

 

Assets

Note

06.30.2013

12.31.2012

Liabilities

Note

06.30.2013

12.31.2012

 

 

 

 

 

 

 

 

Current assets

 

 

 

Current liabilities

 

 

 

Cash and cash equivalents

5

23,131

13,520

Trade payables

14

11,404

12,124

Marketable securities

6

9,831

10,431

Current debt

15

8,196

7,479

Trade and other receivables, net

7.1

9,988

11,099

Finance lease obligations

16.1

18

18

Inventories

8

14,035

14,552

Taxes payable

19.1

4,675

6,128

Recoverable taxes

19.1

6,085

5,572

Dividends payable

21.2

1,308

3,011

Advances to suppliers

 

652

927

Employee compensation (payroll, profit sharing and related charges)

 

2,195

2,163

Non-current assets held for sale

 

206

142

Pension and medical benefits

20

716

788

Others

 

1,385

1,551

Others

 

2,253

2,359

 

 

65,313

57,794

 

 

30,765

34,070

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

Non-current liabilities

 

 

 

Long-term receivables

 

 

 

Non-current debt

15

104,102

88,484

Trade and other receivables, net

7.1

4,100

4,441

Finance lease obligations

16.1

87

86

Marketable securities

6

152

176

Deferred taxes

19.2

19,550

19,213

Judicial deposits

28.2

2,665

2,696

Pension and medical benefits

20

18,988

19,600

Deferred taxes

19.2

9,239

8,535

Provisions for legal proceedings

28

1,489

1,265

Other tax assets

19.1

5,077

5,223

Provision for decommissioning costs

18

8,581

9,441

Advances to suppliers

 

3,355

3,156

Others

 

1,038

772

Others

 

1,752

1,887

 

 

 

 

 

 

26,340

26,114

 

 

153,835

138,861

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

21

 

 

Investments

10.1

6,594

6,106

Share capital

 

107,371

107,362

Property, plant and equipment

11

203,716

204,901

Additional paid in capital

 

371

349

Intangible assets

12

36,105

39,739

Profit reserves

 

74,924

67,236

 

 

246,415

250,746

Accumulated other comprehensive income (loss)

 

(29,992)

(14,376)

 

 

 

 

Attributable to the shareholders of Petrobras

 

152,674

160,571

 

 

 

 

Non-controlling interests

 

794

1,152

 

 

 

 

Total Equity

 

153,468

161,723

 

 

 

 

 

 

 

 

Total Assets

 

338,068

334,654

Total liabilities and shareholder's equity

 

338,068

334,654

 

 

 

 

 

 

 

 

See the accompanying notes to the financial statements.

 

 

 

 

4 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Income

(In millions of Dollars, except earnings per share)

 

 

 

Note

Jan-Jun/2013

Jan-Jun/2012

 

 

 

 

Sales revenues

22

71,914

72,069

Cost of sales

 

(53,428)

(52,461)

Gross profit

 

18,486

19,608

 

 

 

 

Income (expenses)

 

 

 

Selling expenses

 

(2,383)

(2,528)

General and Administrative expenses

 

(2,489)

(2,516)

Exploration costs

 

(1,225)

(2,312)

Research and development expenses

 

(624)

(512)

Other taxes

 

(232)

(170)

Other operating expenses, net

23

(1,232)

(2,222)

 

 

(8,185)

(10,260)

 

 

 

 

Net income before financial results, profit sharing and income taxes

 

10,301

9,348

 

 

 

 

Net finance income (expense)

25

(1,019)

(3,000)

 

 

 

 

Share of profit (loss) of equity-accounted investments

 

266

(140)

 

 

 

 

Net income before income taxes

 

9,548

6,208

 

 

 

 

Income taxes

19.3

(2,879)

(1,828)

Net income

 

6,669

4,380

 

 

 

 

Net income (loss) attributable to:

 

 

 

Shareholders of Petrobras

 

6,850

4,527

Non-controlling interests

 

(181)

(147)

 

 

6,669

4,380

 

 

 

 

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

21.3

0.53

0.35

 

 

 

 

 

 

 

 

 

 

 

 

See the accompanying notes to the financial statements.

 

    

 

 

5 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Comprehensive Income

(In millions of US Dollars)

 

 

 

Jan-Jun/2013

Jan-Jun/2012

 

 

 

Net income

6,669

4,380

Other comprehensive income:

 

 

Items that will not be reclassified to profit or loss:

 

 

Deemed cost of associates

2

2

Cumulative translation adjustments

(12,927)

(12,932)

Actuarial gains / (losses) on defined benefit pension plans

(5)

 

Items that may be reclassified subsequently to profit or loss:

 

 

Unrealized gains / (losses) on available-for-sale securities

 

 

Recognized in shareholders' equity

6

248

Reclassified to profit or loss

(43)

1

Unrealized gains / (losses) on cash flow hedge

 

 

Recognized in shareholders' equity

(4,109)

(3)

Reclassified to profit or loss

(4)

8

Deferred income tax

1,414

(84)

 

(15,666)

(12,760)

Total comprehensive income (loss)

(8,997)

(8,380)

Comprehensive income (loss) attributable to:

 

 

Shareholders of Petrobras

(8,760)

(8,129)

Non-controlling interests

(237)

(251)

Total comprehensive income (loss)

(8,997)

(8,380)

 

 

 

See the accompanying notes to the financial statements.

 

 

 

 

6 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Changes in Shareholders’ Equity

(In millions of US Dollars)

 

 

 

Additional paid in capital

Accumulated other comprehensive income

Profit Reserves

 

 

 

 

Share Capital

Incremental costs directly attributable to the issue of new shares

Change in interest in subsidiaries

Cumulative translation adjustment

Other comprehensive income

Actuarial gains (losses) on defined benefit pension plans

Legal

Statutory

Tax incentives

Profit retention

Retained earnings

Shareholders' equity attributable to shareholders of Petrobras

Non-controlling interests

Total consolidated shareholders' equity

Balance at December 31, 2011

107,355

(279)

595

7,697

246

6,812

1,108

727

51,577

175,838

1,272

177,110

Impact of the amendment to IAS 19

(4,399)

(82)

(4,481)

(4,481)

Balance at January 1, 2012

107,355

(279)

595

7,697

246

(4,399)

6,812

1,108

727

51,577

(82)

171,357

1,272

172,629

Capital increase with reserves

7

(7)

Capital increase - issue of new shares

Cumulative translation adjustments

(12,828)

628

(12,200)

(104)

(12,304)

Unrealized gains on available-for-sale securities and cash flow hedge, net of taxes

170

170

170

Realization of deemed cost

(2)

2

Actuarial gains (losses) on defined benefit pension plans, net of taxes

Change in interest in subsidiaries

40

40

42

82

Net income

4,527

4,527

(147)

4,380

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of net income

Dividends

(1,440)

(1,440)

(18)

(1,458)

Balance at June 30, 2012

107,362

(279)

635

(5,131)

414

(4,399)

6,812

1,108

720

51,577

3,635

162,454

1,045

163,499

Balance at January 01, 2013

107,362

(279)

628

(6,732)

102

(7,748)

7,364

1,645

729

57,582

(82)

160,571

1,152

161,723

Capital increase with reserves

9

(9)

Change in interest in subsidiaries

Cumulative translation adjustments

(12,871)

843

(12,028)

(56)

(12,084)

Unrealized (losses) on available-for-sale securities and cash flow hedge, net of taxes

(2,736)

(2,736)

(2,736)

Realization of deemed cost

(2)

2

Actuarial gains (losses) on defined benefit pension plans, net of taxes

(5)

(5)

(5)

Change in interest in subsidiaries

22

22

(121)

(99)

Net income

6,850

6,850

(181)

6,669

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allocation of net income

Dividends

 

107,371

(279)

650

(19,603)

(2,636)

(7,753)

7,364

1,645

720

57,582

7,613

152,674

794

153,468

Balance at June 30, 2013

107,371

371

 

(29,992)

 

 

74,924

 

 

 

 

152,674

794

153,468

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See the accompanying notes to the financial statements.

 

 

 

 

7 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Cash Flows

(In millions of US Dollars)

 

 

 

Jan-Jun/2013

Jan-Jun/2012

 

 

 

Cash flows from Operating activities

 

 

Net income attributable to the shareholders of Petrobras

6,850

4,527

Adjustments for:

 

 

Non-controlling interests

(181)

(147)

Share of (profit) loss of equity-accounted investments

(266)

140

Depreciation, depletion and amortization

6,572

5,394

Impairment

231

473

Exploration expenditures written off

605

1,702

Gains/(losses) on disposal of non-current assets

(677)

(16)

Foreign exchange variation, indexation and finance charges

1,123

3,356

Deferred income taxes, net

2,541

1,045

Pension and medical benefits (actuarial expense)

1,366

1,082

Increase/(Decrease) in assets

 

 

Trade and other receivables, net

382

(440)

Inventories

(833)

(1,265)

Other assets

(173)

(737)

Increase/(Decrease) in liabilities

 

 

Trade payables

(28)

335

Taxes payable

(2,167)

(581)

Pension and medical benefits

(385)

(393)

Other liabilities

321

(331)

Net cash provided by operating activities

15,281

14,144

Cash flows from Investing activities

 

 

Investments in exploration and production of oil and gas

(11,565)

(10,541)

Investments in refining, transportation and marketing

(6,386)

(6,357)

Investments in gas and power activities

(1,089)

(814)

Investments in international activities

(1,092)

(916)

Investments in distribution activities

(166)

(292)

Investments in biofuel activities

(37)

(16)

Other investments

(153)

(473)

Receipts from disposal of assets (disinvestment)

1,542

Investments in marketable securities

(96)

(752)

Dividends received

70

89

Net cash (used in) investing activities

(18,972)

(20,072)

Cash flows from Financing activities

 

 

Non-controlling interest

(98)

43

Financing and loans, net

 

 

Proceeds from long-term financing

29,672

12,095

Repayment of principal

(11,559)

(5,700)

Repayment of interest

(2,434)

(2,306)

Dividends paid

(1,386)

(3,265)

Net cash provided by financing activities

14,195

867

Effect of exchange rate changes on cash and cash equivalents

(893)

(976)

Net increase/ (decrease) in cash and cash equivalents in the period

9,611

(6,037)

Cash and cash equivalents at the beginning of the period

13,520

19,057

Cash and cash equivalents at the end of the period

23,131

13,020

 

 

 

See the accompanying notes to the financial statements.

 

 

 

 

8 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

 

1.              The Company and its operations

Petróleo Brasileiro S.A. - Petrobras is dedicated, directly or through its subsidiaries  (referred to jointly as “Petrobras” or “the Company”) to prospecting, drilling, refining, processing, trading and transporting crude oil from producing onshore and offshore oil fields and from shale or other rocks, as well as oil products, natural gas and other liquid hydrocarbons. In addition, Petrobras carries out energy related activities, such as research, development, production, transport, distribution and trading of all forms of energy, as well as any other correlated or similar activities. The Company’s head office is located in Rio de Janeiro – RJ, Brazil.

2.            Basis of preparation of interim financial information

The consolidated interim financial information has been prepared and is being presented in accordance with IAS 34 – Interim Financial Reporting as issued by the International Accounting Standards Board (IASB). The information is presented in U.S. dollars.

This interim financial information presents the significant changes which occurred in the period, avoiding repetition of certain notes to the financial statements previously reported. Hence it should be read together with the Company’s annual financial statements for the year ended December 31, 2012, which include the full set of notes.

Petrobras has selected the U.S. Dollar as its presentation currency. The financial statements have been translated from the functional currency (Brazilian Real) into the presentation currency (U.S. Dollar) in accordance with IAS 21 - The effects of changes in foreign exchange rates. All assets and liabilities are translated into U.S. dollars at the closing rate at the date of the financial statements; income and expenses, as well as the cash flows are translated into U.S. dollars using the average exchange rates prevailing during the year. 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.

The cumulative translation adjustments were set to nil at January 1, 2009 (the date of transition to IFRS).

The consolidated interim financial information was approved and authorized for issue by the Company’s Board of Directors in a meeting held on August 9, 2013.

2.1.       Accounting estimates

The preparation of the interim financial information requires the use of estimates and assumptions for certain assets, liabilities and other transactions.  These estimates include: oil and gas reserves, pension and medical benefits liabilities, depreciation, depletion and amortization, decommissioning costs, provisions for legal proceedings, fair value of financial instruments, present value adjustments of trade receivables and payables from relevant transactions and income taxes. Notwithstanding Management uses assumptions and judgments that are reviewed periodically, the actual results could differ from these estimates.

2.2.       New and amended standards adopted by the Company

New and amended standards issued by the IASB were effective for annual periods beginning on or after January 1, 2013 and were adopted by the Company as set out in note 4.17 (New standards and interpretations) of our consolidated financial statements for the year ended December 31, 2012.

9 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

The amended version of IAS 19 – Employee benefits eliminated the option to defer actuarial gains and losses (corridor approach) and requires net interest to be calculated by applying the discount rate used for measuring the obligation to the net benefit asset or liability.

The impact of the adoption of the amended standard on the consolidated financial statements for the year ended December 31, 2012 is an increase in net actuarial liability of US$10,325 (US$6,118 at January 1, 2012), an increase in deferred tax assets of US$3,009 (US$1,637 at January 1, 2012) and a decrease of US$7,316 in the shareholders´ equity (US$4,481 at January 1, 2012), as set out below:

a)             Statement of financial position

 

12.31.2012

01.01.2012

 

As presented (*)

Impact of IAS 19 amendment

Restated

As presented (*)

Impact of IAS 19 amendment

Restated

Assets

 

 

 

 

 

 

Current assets

57,794

 

57,794

64,592

 

64,592

Long-term receivables

23,105

3,009

26,114

22,462

1,637

24,099

Investments

6,106

 

6,106

6,530

 

6,530

Property, plant and equipment

204,901

 

204,901

182,918

 

182,918

Intangible Assets

39,739

 

39,739

43,412

 

43,412

 

331,645

3,009

334,654

319,914

1,637

321,551

Liabilities

 

 

 

 

 

 

Current liabilities

34,070

 

34,070

36,364

 

36,364

Non-current liabilities

128,536

10,325

138,861

106,440

6,118

112,558

Shareholder´s equity attributable to the shareholders of Petrobras

167,887

(7,316)

160,571

175,838

(4,481)

171,357

Non-controlling interests

1,152

 

1,152

1,272

 

1,272

 

331,645

3,009

334,654

319,914

1,637

321,551

 

 

 

 

 

 

 

(*) As presented as at December 31, 2012

 

 

 

The adoption of the remaining new and amended standards had no material impact on the financial statements of the Company.

3.            Basis of consolidation

The consolidated interim financial information includes the quarterly information of Petrobras, its subsidiaries and special purpose entities.

There were no significant changes in the consolidated entities in the period ended June 30, 2013.

The main acquisitions and disposal of assets are presented in note 9.

4.            Summary of significant accounting policies

The same accounting policies and methods of computation were followed in this consolidated interim financial statements as those followed in the preparation of the annual financial statements of the Company for the year ended December 31, 2012, except for the adoption of new standards and revisions, as described in note 2.2.

 

10 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

5.            Cash and cash equivalents

 

06.30.2013

12.31.2012

Cash at bank and in hand

1,135

990

Short-term financial investments

 

 

- In Brazil

 

 

Single-member funds (Interbank Deposit) and other short-term deposits

14,174

8,329

Other investment funds

135

208

 

14,309

8,537

- Abroad

7,687

3,993

Total short-term financial investments

21,996

12,530

Total cash and cash equivalents

23,131

13,520

 

 

 

6.            Marketable securities

 

06.30.2013

12.31.2012

 

 

 

Trading securities

9,709

10,222

Available-for-sale securities

130

239

Held-to-maturity securities

144

146

 

9,983

10,607

Current

9,831

10,431

Non-current

152

176

 

 

 

Trading and available-for-sale securities refer mainly to investments in government Treasury notes that have maturities of more than 90 days. The current asset classification reflects the expectation of their realization in the short term.

7.            Trade and other receivables

7.1.       Trade and other receivables, net

 

06.30.2013

12.31.2012

Trade Receivables

 

 

Third parties

9,789

10,785

Related parties (Note 17)

 

 

Joint ventures and associates

796

780

Receivables from the electricity sector

1,887

1,937

Petroleum and alcohol accounts - STN (*)

377

409

Other Receivables

2,626

3,081

 

15,475

16,992

Provision for impairment of trade receivables

(1,387)

(1,452)

 

14,088

15,540

Current

9,988

11,099

Non-current

4,100

4,441

 

 

 

(*) Secretaria do Tesouro Nacional - National Treasury Secretariat

 

 

 

11 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

7.2.       Changes in the provision for impairment of trade receivables

 

06.30.2013

12.31.2012

Opening balance

1,452

1,487

Additions (*)

103

300

Write-offs / reversals (*)

(51)

(203)

Cumulative translation adjustment

(117)

(132)

Closing balance

1,387

1,452

Current

785

854

Non-current

602

598

 

 

 

(*) Includes exchange differences arising from translation of the provision for impairment of trade receivables in companies abroad.

 

 

 

7.3.       Trade and other receivables overdue - Third parties

 

06.30.2013

12.31.2012

Up to 3 months

506

769

From 3 to 6 months

199

156

From 6 to 12 months

155

181

More than 12 months

1,606

1,587

 

2,466

2,693

 

 

 

8.            Inventories 

 

06.30.2013

12.31.2012

Products:

 

 

Oil products (*)

4,707

5,880

Fuel Alcohol (*)

151

161

 

4,858

6,041

 

 

 

Raw materials, mainly crude oil (*)

7,189

6,452

Maintenance materials and supplies (*)

1,786

1,882

Others

244

222

 

14,077

14,597

 

 

 

Current

14,035

14,552

Non-current

42

45

 

 

 

(*) Includes imports in transit.

 

 

 

 

12 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

9.            Acquisitions and disposal of assets

Acquisition of Araucária Nitrogenados S.A.

On June 1, 2013, Petrobras started to control Araucária Nitrogenados S.A. (FAFEN-PR), under an agreement to acquire all shares of the company executed with Vale S.A. on December 18, 2012. The transaction was approved by the Brazilian Antitrust Regulator (CADE) on May 15, 2013.

The transaction price consideration was US$ 234 which will be settled through Petrobras’ leasing income from mineral rights for properties operated by Vale in Sergipe. The assessment of the fair value of assets and liabilities is ongoing and will be completed within 12 months from the date control of the company was granted.

Brasil PCH

On June 14, 2013, Petrobras entered into an agreement with Cemig Geração e Transmissão S.A. for the disposal of its entire equity interest in Brasil PCH S.A., equivalent to 49% of the voting stock, for a total of US$304.

The completion of the transaction is subject to the approval of Conselho Administrativo de Defesa Econômica - CADE and consent of Agência Nacional de Energia Elétrica – ANEEL.

Due to the approval of the transaction by the Board of Directors of the Company on June 30, 2013 the carrying amount of Petrobras’ interest in Brasil PCH, of US$29 was reclassified to asset held for sale under current assets.

Formation of joint venture to operate in Exploration & Production in Africa

On June 14, 2013, the Board of Directors of Petrobras approved the agreement between Petrobras International Braspetro B.V. (PIBBV), a subsidiary of Petrobras, and BTG PactuaI E&P B.V, a subsidiary of Banco BTG PactuaI S.A., to form a joint venture to operate in the exploration and production of oil and gas in Africa, comprised of assets in Angola, Benin, Gabon, Namibia, Nigeria and Tanzania.

BTG PactuaI E&P B.V. acquired 50% of the joint-venture shares of Petrobras Oil & Gas B.V. (PO&G), previously held by PIBBV, for the total amount of US$ 1,548 million. The transaction was concluded on June 28, 2013 and the Company recognized earnings of US$921, as set out below:

Gain on disposal of assets

751

Fair value measurement of remaining assets

751

Loss on carrying amount of investments in Angola and Tanzania

(581)

 

921

Effects on Profit or Loss:

 

Other operating income (expenses), net

751

Share of profit of equity-accounted investments

170

 

 

 

As the transaction is subject to the approval by the governments of Angola and Tanzania, relatively to the assets located in those countries, the balance of US$35 was reclassified to asset held for sale, under current assets, at June 30, 2013.

The partnership’s investment in PO&G was classified as a joint venture, therefore unconsolidated, reflecting the corporate structure and the terms of the shareholders' agreement, signed on June 28, 2013.

 

13 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

10.        Investments 

10.1.   Investments in associates and joint ventures

 

06.30.2013

12.31.2012

Petrochemical investments

2,435

2,856

Petrobras Oil & Gas BV

1,488

Gas distributors

530

555

Guarani S.A.

448

482

Petroritupano - Orielo

229

233

Nova Fronteira Bioenergia S.A.

181

203

Petrowayu - La Concepción

167

193

Transierra S.A.

67

69

Petrokariña - Mata

73

75

UEG Araucária

62

64

Other associates and joint ventures

827

1,256

 

6,507

5,986

Other investments

87

120

 

6,594

6,106

 

 

 

10.2.   Investments in listed companies

 

Thousand-share lot

 

Quoted stock exchange prices (US$  per share)

Market value

Company

06.30.2013

12.31.2012

Type

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

 

 

 

Subsidiaries

 

 

 

 

 

 

 

Petrobras Argentina

1,356,792

1,356,792

Common

0.53

0.69

723

936

 

 

 

 

 

 

723

936

 

 

 

 

 

 

 

 

Associates

 

 

 

 

 

 

 

Braskem

212,427

212,427

Common

5.33

4.70

1,132

998

Braskem

75,793

75,793

Preferred A

7.43

6.26

563

475

 

 

 

 

 

 

1,695

1,473

 

 

 

The market value of these shares does not necessarily reflect the realizable value of a large block of shares.

 

14 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

11.        Property, plant and equipment

11.1.   By class of assets

 

Land, buildings and improvements

Equipment and other assets

Assets under construction (*)

Exploration and development costs (Oil and gas producing properties)

Total

Balance at December 31, 2011

6,588

66,362

84,529

25,439

182,918

Additions

50

2,073

32,571

1,703

36,397

Additions to decommissioning assets / review of estimates

5,207

5,207

Capitalized borrowing costs

3,792

3,792

Business combination

83

182

2

267

Write-offs              

(6)

(59)

(2,651)

(106)

(2,822)

Transfers

2,504

24,818

(30,413)

6,994

3,903

Depreciation, amortization and depletion

(477)

(6,626)

(3,765)

(10,868)

Impairment recognition

(20)

(178)

(37)

(149)

(384)

Impairment reversal

44

134

65

243

Cumulative translation adjustment

(558)

(4,908)

(6,264)

(2,022)

(13,752)

Balance at December 31, 2012

8,164

81,708

81,663

33,366

204,901

Cost

10,834

122,647

81,663

62,348

277,492

Accumulated depreciation, amortization and depletion

(2,670)

(40,939)

(28,982)

(72,591)

Balance at December 31, 2012

8,164

81,708

81,663

33,366

204,901

Additions

34

913

17,373

450

18,770

Capitalized borrowing costs

1,813

1,813

Write-offs              

(1)

(53)

(802)

(6)

(862)

Transfers (***)

770

9,399

(11,911)

1,647

(95)

Depreciation, amortization and depletion

(264)

(3,669)

(2,529)

(6,462)

Cumulative translation adjustment

(654)

(5,509)

(5,931)

(2,255)

(14,349)

Balance at June 30, 2013

8,049

82,789

82,205

30,673

203,716

Cost

10,813

124,598

82,205

58,490

276,106

Accumulated depreciation, amortization and depletion

(2,764)

(41,809)

(27,817)

(72,390)

Balance at June 30, 2013

8,049

82,789

82,205

30,673

203,716

 

 

 

 

 

 

Weighted average of useful life in years

25 (25 to 40 ) (except land)

20 (3 to 31) (**)

 

Units of production method

 

 

 

 

 

 

 

(*) See note 27 for assets under construction by business area

(**) Includes assets depreciated based on the units of production method.

(***) Includes US$ 2,366 relative to PO&G, which has been unconsolidated, as set out in note 9.

 

 

 

At June 30, 2013 the property, plant and equipment includes assets under finance leases of US$ 93 (US$ 102 at December 31, 2012).

 

15 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

12.        Intangible assets

12.1.   By class of assets

 

 

Softwares

 

 

 

Rights and Concessions

Acquired

Developed in-house

Goodwill

Total

Balance at December 31, 2011

42,013

180

715

504

43,412

Addition

90

72

146

308

Capitalized borrowing costs

15

15

Write-offs

(119)

(2)

(3)

(124)

Transfers

(80)

12

(97)

(14)

(179)

Amortization

(48)

(61)

(142)

(251)

Impairment reversal

6

6

Cumulative translation adjustment

(3,349)

(13)

(57)

(29)

(3,448)

Balance at December 31, 2012

38,513

188

577

461

39,739

Cost

38,920

715

1,444

461

41,540

Accumulated amortization

(407)

(527)

(867)

(1,801)

Balance at December 31, 2012

38,513

188

577

461

39,739

Addition

39

10

61

110

Capitalized borrowing costs

5

5

Write-offs

(44)

(2)

(2)

(48)

Transfers (**)

(588)

(17)

(13)

2

(616)

Amortization

(19)

(27)

(64)

(110)

Cumulative translation adjustment

(2,890)

(10)

(48)

(27)

(2,975)

Balance at June 30, 2013

35,011

142

516

436

36,105

Cost

35,429

604

1,466

436

37,935

Accumulated amortization

(418)

(462)

(950)

(1,830)

Balance at June 30, 2013

35,011

142

516

436

36,105

 

 

 

 

 

 

Estimated useful life years

(*)

5

5

Indefinite

 

 

 

 

 

 

 

(*) See note 4.7 (Intangible assets) of the financial statements of December 31,2012.

(**) Includes US$ 601 relative to PO&G, which has been unconsolidated, as set out in note 9.

 

 

 

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

At June 30, 2013, the Company’s intangible assets include US$ 33,764 related to the Onerous Assignment agreement, entered into in 2010 by Petrobras, the Federal Government (assignor) and the Agência Nacional de Petróleo, Gás Natural e  Biocombustíveis - ANP (regulator and inspector), granting the Company the right to carry out prospection and drilling activities for oil, natural gas and other liquid hydrocarbons located in blocks in the pre-salt area (Franco, Florim, Nordeste de Tupi, Entorno de Iara, Sul de Guará and Sul de Tupi), limited to the production of five billion barrels of oil equivalent in up to 40 years and renewable for a further five years upon certain conditions having been met.

The agreement establishes that at the time of the declaration of commerciality for the areas there will be a review of volumes and prices, based on independent technical appraisal reports.

If the review determines that the value of acquired rights are greater than initially paid, the Company may be required to pay the difference to the Federal Government, or may proportionally reduce the total volume of barrels acquired in the terms of the agreement. If the review determines that the value of the acquired rights are lower than initially paid by the Company, the Federal Government will reimburse the Company for the difference by delivering cash or bonds, subject to budgetary regulations.

Once the effects of the aforementioned review become probable and can be reliably measured, the Company will make the respective adjustments to the purchase prices of the rights.

16 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

The agreement also establishes a compulsory exploration program for each one of the blocks and minimum commitments related to the acquisition of goods and services from Brazilian suppliers in the exploration and development stages, which will be subject to certification by the ANP. In the event of non-compliance, the ANP may apply administrative sanctions pursuant to the terms in the agreement.

Based on drilling results obtained so far, expectations regarding the production potential of the areas are being confirmed and the Company will continue to develop its investment program and activities as established in the agreement.

13.        Exploration for and Evaluation of Oil and Gas Reserves

The exploration and evaluation activities include the search for oil and gas from obtaining the legal rights to explore a specific area until the declaration of the technical and commercial viability of the reserves.

Movements on 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 table below:

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (*)

06.30.2013

12.31.2012

Property plant and equipment

 

 

Opening Balance

10,649

10,120

Additions to capitalized costs pending determination of proved reserves

2,717

6,640

Capitalized exploratory costs charged to expense

(393)

(2,782)

Transfers upon recognition of proved reserves (***)

(1,878)

(2,628)

Cumulative translation adjustment

(875)

(701)

Closing Balance

10,220

10,649

Intangible Assets (**)

34,498

37,968

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs

44,718

48,617

 

 

 

(*) Amounts capitalized and subsequently expensed in the same period have been excluded from the table above.

(**) The balance of intangible assets comprises mainly the amounts related to the Onerous Assignment Agreement (note 12.2).

(***) Includes US$ 736 relative to PO&G, which has been unconsolidated, as set out in note 9.

 

 

 

Exploration costs recognized in profit or loss and cash used in oil and gas exploration and evaluation activities are set out in the table below:

Exploration costs recognized in profit or loss

Jan-Jun/2013

Jan-Jun/2012

Geological and Geophysical Expenses

553

570

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

605

1,702

Other exploration expenses

37

40

Total expenses

1,195

2,312

 

 

 

Cash used in activities

Jan-Jun/2013

Jan-Jun/2012

Operating activities

685

652

Investment activities

2,904

3,415

Total cash used

3,589

4,067

 

 

 

 

17 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

14.        Trade payables

 

06.30.2013

12.31.2012

Current Liabilities

 

 

Third parties

 

 

In Brazil

5,858

6,511

Abroad

5,031

5,104

Related parties

515

509

 

11,404

12,124

 

 

 

15.        Finance Debt

 

Current

Non-Current

 

06.30.2013

12.31.2012

06.30.2013

12.31.2012

Abroad

 

 

 

 

Financial institutions

5,520

4,614

29,401

25,156

Bearer bonds - Notes, Global Notes and Bonds

1,303

1,230

42,516

31,032

Others

245

2

 

6,823

6,089

71,917

56,190

 

 

 

 

 

In Brazil

 

 

 

 

Export Credit Notes

74

142

8,451

6,261

BNDES

878

839

19,345

21,586

Debentures

129

140

257

345

FINAME

40

34

571

326

Bank Credit Certificate

15

50

1,628

1,765

Others

237

185

1,933

2,011

 

1,373

1,390

32,185

32,294

 

8,196

7,479

104,102

88,484

 

 

 

 

 

Interest expense on debt

1,126

1,018

 

 

Long-term debt due within one year (principal)

3,201

2,795

 

 

Short-Term debt

3,869

3,666

 

 

 

8,196

7,479

 

 

 

 

 

15.1.   Scheduled maturity dates of non-current debt (principal and interest accrued)

 

06.30.2013

2014

2,211

2015

7,137

2016

10,531

2017

8,897

2018 and thereafter

75,326

 

104,102

 

 

 

18 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

15.2.   Annual Interest rate range for non-current debt

 

06.30.2013

12.31.2012

Abroad

 

 

Up to 4% p.a.

39,600

31,819

From 4.01 to 6% p.a.

22,253

13,768

From 6.01 to 8% p.a.

9,416

9,916

More than 8% p.a.

646

687

 

71,915

56,190

 

 

 

In Brazil

 

 

Up to 6% p.a.

2,873

3,384

From 6.01 to 8% p.a.

21,296

24,537

From 8.01 to 10% p.a.

7,561

3,826

More than 10% p.a.

457

547

 

32,187

32,294

 

104,102

88,484

 

 

 

15.3.   Non-current debt by major currency

 

06.30.2013

12.31.2012

U.S. Dollar

63,498

48,306

Real

20,973

18,411

Real indexed to U.S. Dollar

11,213

13,733

Euro

5,835

5,134

Pound Sterling

1,706

1,814

Japanese Yen

877

1,086

 

104,102

88,484

 

 

 

The sensitivity analysis for financial instruments subject to foreign exchange variation and the fair value of the long-term debt are disclosed in notes 30 and 31, respectively.

15.4.   Weighted average capitalization rate for borrowing costs

The weighted average interest rate, of the costs applicable to borrowings that are outstanding, applied over the balance of assets under construction for capitalization of borrowing costs was 4.1% p.a. in the first half of  2013 (4.6% p.a. in the first half of 2012).  

15.5.   Funding 

Funding requirements are  related to the development of oil and gas production projects, building of vessels and pipelines, and expansion of industrial plants, among other uses.

19 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

The main long-term debt issuances in the first half of 2013 are set out below:

a)             Abroad 

Description

Company

Date

Amount

Maturity

Global notes issued in the amount of US$ 11,000.

PGF BV

May/13

11,000

2016, 2019, 2023 and 2043

Financing in the amount of US$ 3,400 obtained from a commercial bank.

PGT BV

Apr/13, May/13 and Jun/13

3,400

2019

Financing in the amount of US$ 1,500 obtained from commercial banks.

PGT BV

Feb/13; Mar/13

1,500

2019, 2020

Credit line in the amount of US$ 500 hired from a commercial bank, guaranteed by export credit agency.

PIB BV

Apr/13

500

2025

Financing in the amount of € 350 million obtained from a commercial bank.

PGF BV

Apr/13

450

2030, 2038

Financing in the amount of € 300 million obtained from a commercial bank.

PGF BV

Feb/13

408

2028, 2033

Use of a credit line in the amount of US$ 253 hired from an export credit agency and a commercial bank.

Petrobras

Apr/13

253

2025

Financing in the amount of US$ 137 obtained from a commercial bank.

PNBV

Mar/13

137

2023

 

 

 

17,648

 

 

 

 

b)            In Brazil

Description

Company

Date

Amount

Maturity

Financing from a commercial bank with issuance of export credit note.

Petrobras

May/13 and Jun/13

5,333

2020

Financing from a commercial bank with issuance of export credit note.

Petrobras

Apr/13

1,487

2021

Financing obtained from a development bank.

Petrobras

Feb/13 to Jun/13

1,243

2014, 2015, 2016, 2017, 2022, 2024 and 2026

Bank credit note, obtained from a commercial bank.

Petrobras

Jan/13 Mar/13 and May/13

250

2015 and 2023

Financing within agricultural savings credit.

BR Distribuidora

May/13

91

2015

Bank credit note, obtained from a commercial bank.

Petrobras

May/13

72

2023

 

 

 

8,476

 

 

 

 

20 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

15.6.   Funding – Outstanding balance

a)             Abroad 

 

Amount in US$ million

Company

Available (Line of Credit)

Used

Balance

PNBV

1,000

173

827

Petrobras

1,000

253

747

PGT BV

1,000

400

600

 

 

 

b)            In Brazil

Company

Available (Line of Credit)

Used

Balance

Transpetro(*)

4,515

709

3,806

Petrobras

5,635

3,489

2,146

Liquigas

51

37

14

 

 

 

 

(*)Purchase agreements for 49 vessels and 20 convoys were signed with six Brazilian shipyards in the amount of US$ 5,017.

 

 

 

 

 

 

 

15.7.   Guarantees 

Petrobras is not required to provide guarantees to financial institutions. Certain loans provided by development banks, such as BNDES are secured by the assets being financed.

The loans obtained by Special Purpose Entities (SPE) are guaranteed by the project assets, as well as a lien on credit rights and shares of the SPEs.

16.        Leases 

16.1.   Future Minimum Lease Payments / Receipts – Finance Leases

 

06.30.2013

 

Minimum receipts

Minimum payments

2013

102

17

2014 - 2017

715

83

2018 and thereafter

2,037

286

Estimated lease receipts/payments

2,854

386

Interest expense (annual)

(1,294)

(281)

Present value of the lease receipts/payments

1,560

105

Current

60

18

Non-current

1,500

87

At June 30, 2013

1,560

105

Current

60

18

Non-current

1,536

86

At December 31, 2012

1,596

104

 

 

 

21 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

16.2.   Future Minimum Lease Payments - Operating leases

 

06.30.2013

2013

10,488

2014 - 2017

40,464

2018 and thereafter

33,135

At June 30, 2013

84,087

At December 31, 2012

81,585

 

 

 

In the first half of 2013 the Company paid US$ 5,579 for operating lease installments, recognized as a period expense.

17.        Related parties

The Company carries out commercial transactions with its subsidiaries, joint arrangements, special purpose entities and associates at normal market prices and market conditions. At June 30, 2013 and December 31, 2012, no losses were recognized on the statement of financial position for related party accounts receivable.

17.1.   Transactions with joint ventures, associates, government entities and pension funds

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

 

 

06.30.2013

12.31.2012

 

Assets

Liabilities

Assets

Liabilities

Joint ventures and associates

796

589

780

597

Gas distributors

549

250

446

216

Braskem and its subsidiaries

96

86

152

109

Other associates and joint ventures

151

253

182

272

 

 

 

 

 

Government entities and pension funds

21,845

33,717

24,433

34,907

Government bonds

16,260

18,086

Banco do Brasil S.A. (BB)

472

5,497

968

4,409

Judicial deposits (CEF and BB)

2,648

2,668

Receivables from the Electricity sector (Note 17.2)

1,887

1,937

Petroleum and alcohol account - Receivables from Federal government (Note 17.3)

377

409

BNDES

3

20,853

3

23,425

Caixa Econômica Federal (CEF)

5,086

4,043

Agência Nacional do Petróleo, Gás Natural e Biocombustíveis (ANP)

1,487

1,936

Federal government - Dividends and Interest on Capital

228

478

Petros (Pension fund)

72

163

Others

198

494

362

453

 

22,641

34,306

25,213

35,504

 

 

 

 

 

Current

18,063

4,088

20,354

5,298

Non-current

4,578

30,218

4,859

30,206

 

 

 

17.2.   Receivables from the electricity sector

At June 30, 2013, the Company had US$ 1,887 of receivables from the Brazilian electricity sector (US$ 1,937 at December, 31, 2012), of which US$ 1,328 were classified to non-current assets following negotiations occurred in 2013.

22 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

The Company supplies fuel to thermoelectric power plants located in the northern region of Brazil, which are direct or indirect subsidiaries of Eletrobras, the Federal Government electric energy company. Part of the costs for supplying fuel to these thermoelectric power stations is borne by the Fuel Consumption Account (Conta de Consumo de Combustível - CCC), managed by Eletrobras.

Collections of amounts related to fuel supply to Independent Power Producers (Produtores Independentes de Energia - PIE), which are companies created for the purpose of generating power exclusively for Amazonas Distribuidora de Energia S.A. - AME, a direct subsidiary of Eletrobras rely directly on AME, which transfers funds to the Independent Power Producers.

In March 2013 a private instrument of debt confession was signed by AME, having Eletrobras as a guarantor. The amount of US$ 422 will be paid in 60 successive monthly installments of US$ 7, indexed to the SELIC interest rate.

The Company continuous to vigorously pursue an agreement to recover these receivables in full and partial payments have been made. The balance of these receivables at June 30, 2013 was US$ 1,705 (US$ 1,723 at December 31, 2012), of which US$ 984 was past due (US$ 1,451 at December 31, 2012).

The Company also has electricity supply contracts with AME signed in 2005 by its subsidiary Breitener Energética S.A., which, pursuant to the terms of the agreements, are considered a finance lease of the two thermoelectric power plants, since the contracts determine that the power plants should be returned to AME at the end of the agreement period with no residual value (20-year term), among other contractual provisions. The balance of these receivables was US$ 182 (US$ 214 at December, 31, 2012) none of which was overdue.

17.3.   Petroleum and Alcohol accounts - Receivables from Federal Government

At June 30, 2013, the balance of receivables related to the Petroleum and Alcohol accounts was US$ 377 (US$ 409 at December 31, 2012). Pursuant to Provisional Measure 2,181 of August 24, 2001, the Federal Government may settle this balance by using National Treasury Notes in an amount equal to the outstanding balance, or allow the Company to offset the outstanding balance against amounts payable to the Federal Government, including taxes payable, or both options.

The Company has provided all the information required by the National Treasury Secretariat (Secretaria do Tesouro Nacional - STN) in order to resolve disputes between the parties and conclude the settlement with the Federal Government.

Following several negotiation attempts at the administrative level, the Company filed a lawsuit in July 2011 to collect the receivables.

17.4.   Compensation of employees and officers

Petrobras’ key management short-term compensation (which comprises salaries and other short-term benefits) during the first half of 2013 was US$ 3.2, referring to seven officers and ten board members (US$ 3.5 in the first half of 2012 referring to eight officers and ten board members).

In the first half of 2013 the compensation of board members and officers for the consolidated Petrobras group amounted to US$ 14.5 (US$ 13.6 in the first half of 2012).

 

23 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

18.        Provision for decommissioning costs

Non-current liabilities

06.30.2013

12.31.2012

Opening balance

9,441

4,712

Revision of provision

5,226

Payments made

(248)

(286)

Interest accrued

112

134

Others

(3)

4

Cumulative translation adjustment

(721)

(349)

Closing balance

8,581

9,441

 

 

 

19.        Taxes  

19.1.   Taxes and contributions

Current assets

30.06.2013

31.12.2012

Taxes In Brazil:

 

 

ICMS (VAT)

1,500

1,542

PIS/COFINS (Taxes on Revenues)

2,340

2,279

CIDE

21

23

Income taxes

1,699

1,255

Others

166

193

 

5,726

5,292

Taxes Abroad

359

280

 

6,085

5,572

Non-current assets

 

 

Taxes In Brazil:

 

 

Deferred ICMS (VAT)

875

903

Deferred PIS and COFINS (Taxes on Revenues)

3,911

4,051

Others

276

252

 

5,062

5,206

Taxes Abroad

15

17

 

5,077

5,223

Current liabilities

 

 

Taxes In Brazil:

 

 

ICMS (VAT)

1,213

1,488

PIS/COFINS (Taxes on Revenues)

413

491

CIDE

16

17

Production Taxes

2,052

2,624

Withholding income taxes

167

565

Current income taxes

204

281

Others

325

360

 

4,390

5,826

Taxes abroad

285

302

 

4,675

6,128

 

 

 

24 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidates notes to the financial statements

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

 

19.2.   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:

a)             Changes in deferred income taxes

 

Property, Plant & Equipment

 

 

 

 

 

 

 

 

Oil and gas exploration costs

Others

Loans, trade and other receivables / payables and financing

Finance leases

Provision for legal proceedings

Tax losses

Inventories

Interest on capital

Others(*)

Total

Balance at January 1, 2012

(11,374)

(2,203)

(425)

(844)

335

343

634

473

1,269

(11,792)

Recognized in profit or loss for the year

(2,327)

(1,284)

961

217

59

10

(119)

595

(366)

(2,254)

Recognized in shareholders’ equity

1,559

1,559

Cumulative translation adjustment

1,038

341

24

77

(76)

(213)

(48)

(18)

(312)

813

Others

(14)

35

1

(38)

28

969

15

996

Balance December 31, 2012

(12,677)

(3,111)

561

(588)

346

1,109

467

1,050

2,165

(10,678)

Recognized in profit or loss for the period

(1,448)

(766)

562

20

123

54

68

(1,030)

(124)

(2,541)

Recognized in shareholders’ equity

809

362

1,171

Cumulative translation adjustment

1,104

235

(122)

43

(38)

(108)

(41)

(13)

(259)

801

Others

(34)

171

(102)

15

1

517

48

(15)

335

936

Balance at June 30, 2013

(13,055)

(3,471)

1,708

(510)

432

1,572

542

(8)

2,479

(10,311)

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

 

 

 

8,535

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

(19,213)

Balance at December 31, 2012 (*)

 

 

 

 

 

 

 

 

 

(10,678)

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

 

 

 

9,239

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

(19,550)

Balance at June 30, 2013

 

 

 

 

 

 

 

 

 

(10,311)

 

 

 

 

 

 

 

 

 

 

 

(*) Includes the effects of the adoption of IAS 19 amendment as set out on note 2.2.

 

 

 

Management considers that the deferred tax assets will be realized in proportion to the realization of the provisions and the final resolution of future events, both of which are based on estimates.

  

25 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

19.3.   Reconciliation between tax expense and accounting profit

A reconciliation between tax expense and the product of “income before income taxes” multiplied by the Brazilian statutory corporate tax rates is set out in the table below:

 

Jan-Jun/2013

Jan-Jun/2012

Income before income taxes

9,548

6,208

 

 

 

Income taxes computed based on Brazilian Statutory Corporate Tax Rates (34%)

(3,246)

(2,111)

 

 

 

Adjustments between Income Taxes based on Statutory Rates and on the Effective Tax Rate:

 

 

 

 

 

·    Tax benefits from the deduction of interest on capital from income

502

 

 

 

·    Different taxes rates for Companies abroad

537

112

 

 

 

·    Tax incentives

11

93

 

 

 

·    Tax losses not recorded as assets

(103)

(201)

 

 

 

·    Deductible/(non-deductible) expenses, net*

(247)

(327)

 

 

 

·    Tax credits of companies abroad in the exploration stage

(2)

 

 

 

·    Others

171

104

 

 

 

Income taxes expense

(2,879)

(1,828)

 

 

 

Deferred income taxes

(2,541)

(1,047)

Current income taxes

(338)

(781)

 

(2,879)

(1,828)

Effective Tax Rate

30.2%

29.4%

 

 

 

 

 

 

* Includes share of profit of equity-accounted investments.

 

 

 

20.        Employee benefits (Post-Employment)

The Company sponsors defined benefit and variable contribution pension plans in Brazil and of certain of its international subsidiaries, as well as defined-benefit medical plan for employees in Brazil (active and inactive) and their dependents.

26 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

The changes in the benefits granted to employees are presented as follows:

 

Jan-Jun/2013

 

Pension

Plan

Health

Care Plan

Total

 

 

 

 

Balance at December 31, 2011

2,697

6,942

9,639

(+) Initial adoption of IAS 19 amendment

4,811

1,307

6,118

Balance at January 1, 2012

7,508

8,249

15,757

(+) Costs incurred in the year

1,011

1,080

2,091

(-) Payment of contributions

(287)

(363)

(650)

(-) Payments related to the financial commitment agreement

(164)

(164)

(+) Remeasurement actuarial gains / losses (IAS 19)

4,625

297

4,922

Others

1

(1)

Cumulative translation adjustment

(845)

(723)

(1,568)

Balance at December 31, 2012

11,849

8,539

20,388

 

 

 

 

Current

475

313

788

Non-Current

11,374

8,226

19,600

 

11,849

8,539

20,388

 

 

 

 

(+)Costs incurred in the period

871

495

1,366

(-)Payment of contributions

(125)

(178)

(303)

(-) Payments related to the financial commitment agreement

(81)

(81)

Others

1

1

Cumulative translation adjustment

(976)

(691)

(1,667)

Balance at June 30, 2013

11,539

8,165

19,704

 

 

 

 

Current

428

288

716

Non-Current

11,111

7,877

18,988

 

11,539

8,165

19,704

 

 

 

The amounts recognized in the income statement related to the pension and medical plans are set out below:

 

Pension Plan

 

 

 

Defined benefit

Variable contribution

Medical plan

Total

Current service cost

259

77

103

439

Interest cost over net liabilities / (assets)

488

27

392

907

Others

20

20

Net costs for the period Jan-Jun/2013

747

124

495

1,366

 

 

 

 

 

Related to:

 

 

 

 

Actives employees

512

123

255

890

Retired employees

235

1

240

476

Net costs for the period Jan-Jun/2013

747

124

495

1,366

Net costs for the period Jan-Jun/2012

376

141

565

1,082

 

 

 

At June 30, 2013, the Company had the carrying amount of US$ 2,854 related to crude oil and oil products pledged as security for the Terms of Financial Commitment (TFC), signed by Petrobras and Petros in 2008.

In the first half of 2013 the Company's contribution to the defined contribution portion of the Petros Plan 2 was US$ 154.

 

27 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

21.        Shareholders’ equity

21.1.   Share capital

At June 30, 2013, subscribed and fully paid share capital was US$ 107,371, represented by 7,442,454,142 outstanding common shares and 5,602,042,788 outstanding preferred shares, all of which are registered, book-entry shares with no par value.

Capital increase with reserves in 2013

The Extraordinary General Meeting held jointly with the Annual General Meeting on April 29, 2013, approved an  increase of capital through capitalization of a portion of the profit reserve for tax incentives established in 2012, of US$ 9. Share capital  increased from US$ 107,362 to US$ 107,371.

21.2.   Dividends 

Dividends for 2012

The Annual General Meeting held on April 29, 2013 approved the dividends for 2012 of US$ 4,499, which represents 44.73% of the adjusted net income in Brazilian Reais (adjusted in accordance with Brazilian Corporation Law), an amount of US$ 0.24 per common share and US$ 0.48 per preferred share. Dividends, in the form of interest on capital, are to be distributed as set out below:

 

 

 

 

Common Share

Preferred Share

 

Payment

Date of approval by Board of Directors

Ex-date

Date of Payment

Amount

Amount per Share (Pre-Tax)

Amount

Amount per Share (Pre-Tax)

Total Amount

1st payment

04.27.2012

05.11.2012

05.31.2012

817

0.11

615

0.11

1,432

2nd and 3rd payment

02.04.2013

04.29.2013

05.29.2013 and 08.30.2013

983

0.13

2,084

0.37

3,067

 

 

 

 

1,800

0.24

2,699

0.48

4,499

 

 

 

Interim distributions of interest on capital in 2012 has been deducted from the distribution approved at the close of fiscal year 2012 and indexed based on the SELIC rate from the date of payment to December 31, 2012. The remaining amount of interest on capital is being indexed based on the SELIC rate from December 31, 2012 to the date of payment.

21.3.   Earnings per Share

 

Jan-Jun/2013

Jan-Jun/2012

 

 

 

Net income attributable to Shareholders of Petrobras

6,850

4,527

Weighted average number of common and preferred shares outstanding

13,044,496,930

13,044,496,930

Basic and diluted earnings per common and preferred share (US$ per share)

0.53

0.35

 

 

 

22.        Sales revenues

 

Jan-Jun/2013

Jan-Jun/2012

 

 

 

Gross sales revenue

87,813

88,918

Sales taxes

(15,899)

(16,849)

Sales revenues

71,914

72,069

 

 

 

 

28 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

23.        Other operating expenses, net

 

Jan-Jun/2013

Jan-Jun/2012

Pension and medical benefits

(476)

(545)

Legal, administrative and arbitration proceedings

(427)

(454)

Institutional relations and cultural projects

(336)

(372)

Unscheduled stoppages and pre-operating expenses

(294)

(442)

Inventory write-down to net realizable value

(230)

(472)

Expenditures on health, safety and environment

(133)

(139)

Impairment

(1)

Government Grants

83

304

Gains on disposal of non-current assets

677

16

Others

(96)

(117)

 

(1,232)

(2,222)

 

 

 

 

 

 

24.        Expenses by nature

 

Jan-Jun/2013

Jan-Jun/2012

Raw material / products for resale

(29,369)

(28,474)

Production taxes

(7,140)

(8,441)

Employee Benefits

(6,410)

(5,633)

Depreciation, depletion and amortization

(6,572)

(5,394)

Changes in inventories

696

928

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

(11,238)

(11,971)

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

(605)

(1,702)

Other taxes

(232)

(170)

Losses/Gains on legal, administrative and arbitration proceedings

(427)

(454)

Institutional relations and cultural projects

(336)

(372)

Unscheduled stoppages and pre-operating expenses

(294)

(442)

Expenditures on health, safety and environment

(133)

(139)

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

(230)

(472)

Impairment

(1)

Gains (losses) on disposal of non-current assets

677

16

 

(61,613)

(62,721)

 

 

 

Cost of sales

(53,428)

(52,461)

Selling expenses

(2,383)

(2,528)

General and Administrative expenses

(2,489)

(2,516)

Exploration costs

(1,225)

(2,312)

Research and development expenses

(624)

(512)

Other taxes

(232)

(170)

Other operating expenses, net

(1,232)

(2,222)

 

(61,613)

(62,721)

 

 

 

 

29 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

25.        Net finance income (expense)

 

Jan-Jun/2013

Jan-Jun/2012

Foreign exchange and inflation indexation charges on net debt (*)

(4,223)

(2,939)

Debt interest and charges

(2,640)

(2,608)

Income from investments and marketable securities

552

1,027

Financial result on net debt

(6,311)

(4,520)

 

 

 

Capitalized borrowing costs

1,818

1,968

Cash flow hedge on future exports

3,856

Gains (losses) on derivatives

(10)

45

Interest income from marketable securities

(21)

96

Other finance expense and income, net

(9)

47

Other exchange and indexation charges, net

(342)

(636)

Finance income (expenses), net

(1,019)

(3,000)

 

 

 

Finance income (expenses), net

 

 

Income

926

1,511

Expenses

(1,219)

(933)

Foreign exchange and inflation indexation charges, net

(726)

(3,578)

 

(1,019)

(3,000)

 

 

 

(*) Includes indexation charges on debt in local currency indexed to the U.S. dollar.

 

 

 

 

 

 

26.        Supplementary statement of cash flows information

 

Jan-Jun/2013

Jan-Jun/2012

Amounts paid and received during the period

 

 

Income taxes paid

781

483

Withholding income tax paid for third-party

1,035

1,276

 

 

 

Investing and financing transactions not involving cash

 

 

Purchase of property, plant and equipment on credit

90

144

 

 

 

 

 

 

 

30 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidates notes to the financial statements

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

 

27.        Segment Information

Consolidated assets by Business Area - 06.30.2013

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

International

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

 

Current assets

6,601

18,411

3,827

105

3,137

3,285

35,719

(5,772)

65,313

Non-current assets

143,831

71,344

24,026

1,064

4,658

14,206

13,970

(344)

272,755

Long-term receivables

5,553

4,635

1,960

15

1,684

2,353

10,484

(344)

26,340

Investments

87

2,465

771

822

5

2,408

36

6,594

Property, plant and equipment

103,854

64,100

20,925

227

2,645

8,871

3,094

203,716

Operating assets

63,954

30,812

17,527

209

1,984

4,727

2,298

121,511

Under construction

39,900

33,288

3,398

18

661

4,144

796

82,205

Intangible assets

34,337

144

370

324

574

356

36,105

Total Assets

150,432

89,755

27,853

1,169

7,795

17,491

49,689

(6,116)

338,068

 

 

 

 

 

 

 

 

 

 

Consolidated assets by Business Area - 12.31.2012

 

 

 

 

 

 

 

 

 

 

Current assets

6,565

20,362

3,610

117

3,176

3,517

27,382

(6,935)

57,794

Non-current assets

145,233

71,096

24,844

1,131

4,954

15,218

14,752

(368)

276,860

Long-term receivables

5,120

4,582

1,715

16

1,852

2,233

10,964

(368)

26,114

Investments

80

2,897

1,160

860

15

937

157

6,106

Property, plant and equipment

102,779

63,463

21,585

255

2,733

10,882

3,204

204,901

Operating assets

64,455

29,327

18,106

237

2,061

6,814

2,237

123,237

Under construction

38,324

34,136

3,479

18

672

4,068

967

81,664

Intangible assets

37,254

154

384

354

1,166

427

39,739

Total Assets

151,798

91,458

28,454

1,248

8,130

18,735

42,134

(7,303)

334,654

 

 

 

  

31 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidates notes to the financial statements

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

 

Consolidated Statement of Income by Business Area - 2013

 

Jan-Jun/2013

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

International

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

 

Sales revenues

33,454

56,358

7,912

225

21,335

8,587

(55,957)

71,914

Intersegments

33,184

19,858

637

193

581

1,504

(55,957)

Third parties

270

36,500

7,275

32

20,754

7,083

71,914

Cost of sales

(17,307)

(59,610)

(6,418)

(250)

(19,249)

(6,976)

56,382

(53,428)

Gross profit (loss)

16,147

(3,252)

1,494

(25)

2,086

1,611

425

18,486

Income (expenses)

(2,034)

(1,846)

(509)

(47)

(1,207)

47

(2,680)

91

(8,185)

Selling, administrative and general expenses

(209)

(1,422)

(486)

(27)

(1,203)

(430)

(1,182)

87

(4,872)

Exploration costs

(1,174)

(51)

(1,225)

Research and development expenses

(319)

(109)

(35)

(12)

(1)

(2)

(146)

(624)

Other taxes

(24)

(38)

(39)

(1)

(12)

(78)

(40)

(232)

Other operating expenses, net

(308)

(277)

51

(7)

9

608

(1,312)

4

(1,232)

Income / (loss) before financial results and income taxes

14,113

(5,098)

985

(72)

879

1,658

(2,680)

516

10,301

Net finance income (expense)

(1,019)

(1,019)

Share of profit of equity-accounted investments

(1)

16

98

(13)

1

167

(2)

266

Income / (loss) before income taxes

14,112

(5,082)

1,083

(85)

880

1,825

(3,701)

516

9,548

Income taxes

(4,798)

1,734

(334)

25

(298)

(471)

1,438

(175)

(2,879)

Net income (Loss)

9,314

(3,348)

749

(60)

582

1,354

(2,263)

341

6,669

Net income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Petrobras

9,295

(3,348)

721

(60)

582

1,315

(1,996)

341

6,850

Non-controlling interests

19

28

39

(267)

(181)

 

9,314

(3,348)

749

(60)

582

1,354

(2,263)

341

6,669

 

 

 

  

32 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidates notes to the financial statements

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

 

Consolidated Statement of Income by Business Area - 2012

 

Jan-Jun/2012

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

International

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

 

Sales revenues

38,839

59,265

5,315

212

19,818

9,072

(60,452)

72,069

Intersegments

38,659

18,702

688

154

387

1,862

(60,452)

Third parties

180

40,563

4,627

58

19,431

7,210

72,069

Cost of sales

(16,843)

(66,101)

(4,179)

(225)

(18,064)

(7,059)

60,010

(52,461)

Gross profit (loss)

21,996

(6,836)

1,136

(13)

1,754

2,013

(442)

19,608

Income (expenses)

(3,097)

(2,259)

(558)

(62)

(1,079)

(719)

(2,548)

62

(10,260)

Selling, administrative and general expenses

(259)

(1,616)

(456)

(34)

(1,087)

(448)

(1,206)

62

(5,044)

Exploration costs

(2,190)

(122)

(2,312)

Research and development expenses

(231)

(97)

(14)

(20)

(1)

(149)

(512)

Other taxes

(24)

(30)

(18)

(1)

(9)

(46)

(42)

(170)

Other operating expenses, net

(393)

(516)

(70)

(7)

18

(103)

(1,151)

(2,222)

Income / (loss) before financial results and income taxes

18,899

(9,095)

578

(75)

675

1,294

(2,548)

(380)

9,348

Net finance income (expense)

(3,000)

(3,000)

Share of profit of equity-accounted investments

(1)

(181)

85

(32)

1

(6)

(6)

(140)

Income / (loss) before income taxes

18,898

(9,276)

663

(107)

676

1,288

(5,554)

(380)

6,208

Income taxes

(6,425)

3,092

(196)

26

(230)

(671)

2,446

130

(1,828)

Net income (Loss)

12,473

(6,184)

467

(81)

446

617

(3,108)

(250)

4,380

Net income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Petrobras

12,477

(6,184)

445

(81)

446

580

(2,906)

(250)

4,527

Non-controlling interests

(4)

22

37

(202)

(147)

 

12,473

(6,184)

467

(81)

446

617

(3,108)

(250)

4,380

 

 

 

  

33 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidates notes to the financial statements

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

 

Consolidated Statement of Income by International Business Area

 

Jan-Jun/2013

 

Exploration

&

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Distribution

Corporate

Eliminations

Total

Statement of income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenues

2,574

4,211

293

2,616

(1,107)

8,587

Intersegments

1,532

1,056

19

4

(1,107)

1,504

Third parties

1,042

3,155

274

2,612

7,083

 

 

 

 

 

 

 

 

Income before financial results, profit sharing and income taxes

1,721

12

17

49

(142)

1

1,658

Net income attributable to shareholders of Petrobras

1,430

23

15

44

(198)

1

1,315

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Jan-Jun/2012

 

Exploration

&

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Distribution

Corporate

Eliminations

Total

Statement of income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales revenues

2,702

4,629

292

2,575

(1,126)

9,072

Intersegments

1,913

1,053

18

4

(1,126)

1,862

Third parties

789

3,576

274

2,571

7,210

 

 

 

 

 

 

 

 

Income before financial results, profit sharing and income taxes

1,537

(184)

32

39

(132)

2

1,294

Net income attributable to shareholders of Petrobras

896

(182)

14

38

(186)

580

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration

&

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Distribution

Corporate

Eliminations

Total

Consolidated assets by International Business Area

At 06.30.2013

13,911

2,590

677

1,082

1,054

(1,823)

17,491

At 12.31.2012

15,080

2,404

759

1,085

1,580

(2,173)

18,735

 

 

  

34 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

28.        Provisions for Legal Proceedings, Contingent Liabilities and Contingent Assets

The Company is a defendant in numerous legal proceedings involving tax, civil, labor, corporate and environmental issues, as a result of its normal course of business.  Based on legal advice and management’s best estimates, the Company reviews whether it is probable that an outflow of resources embodying economic benefits will be required to set the obligations.

28.1.   Provisions for legal proceedings

The Company has recognized a provision for proceedings for which it is probable that an outflow of resources embodying economic benefits will be required and that can be reasonably estimated. These proceedings are mainly comprised of labor claims, withholding of income taxes for securities issued outside Brazil, losses and damages resulting from the cancellation of an assignment of excise tax (IPI) credits to a third party and fishermen seeking indemnification from the Company for a January 2000 oil spill in the State of Rio de Janeiro.

The Company has provisions for legal proceedings, in the amounts set out below:

 

06.30.2013

12.31.2012

Non-current liabilities

 

 

Labor claims

462

336

Tax claims

400

341

Civil claims

561

514

Environmental Claims

56

63

Other claims

10

11

 

1,489

1,265

 

 

 

 

 

06.30.2013

12.31.2012

Opening Balance

1,265

1,088

Additional provisions

422

647

Amounts used during the year (payment)

(111)

(440)

Interest accretion expense

40

99

Others

3

(26)

Cumulative translation adjustment

(130)

(103)

Closing Balance

1,489

1,265

 

 

 

28.2.   Judicial Deposits

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

 

06.30.2013

12.31.2012

Non-current assets

 

 

Labor

807

869

Tax

1,197

1,117

Civil

575

638

Environmental

80

69

Others

6

3

 

2,665

2,696

 

 

 

35 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

28.3.   Contingent Liabilities

Contingent liabilities for which the likelihood of loss is considered to be possible are not recognized in the financial statements but are disclosed unless the expected outflow of resources embodying economic benefits is considered remote.

The estimated contingent liabilities for legal proceedings for which the likelihood of loss is considered to be possible is set out in the table below.

 

Estimates

Tax

26,986

Civil

2,076

Labor

1,897

Environmental

654

Others

6

 

31,619

 

 

 

A brief description of the nature of the main contingent liabilities (tax and civil) are set out in the tables below:

a)             Tax Proceedings

Description of tax proceedings

Estimate

 

 

Plaintiff: Secretariat of the Federal Revenue of Brazil

 

1) Deduction of expenses from the renegotiation of the Petros Plan from the calculation basis of income tax (IRPJ) and social contribution (CSLL) and penalty charged.

 

Current status: Awaiting the hearing of an appeal at the administrative level.

2,010

2) Profits of subsidiaries and associates domiciled abroad in the years of 2005, 2006, 2007 and 2008 not included in the calculation basis of IRPJ and CSLL.

 

Current status: Awaiting the hearing of an appeal at the administrative level.

1,593

3) Deduction from the calculation basis of IRPJ and CSLL of expenses incurred in 2007 related to employee benefits and Petros.

 

Current status: This claim is being disputed at the administrative level, involving two lawsuits.

806

4) Withhold income tax (IRRF) and Contribution of Intervention in the Economic Domain (CIDE) over remittances for payment of platforms' affreightment.

 

Current status: This claim involves lawsuits in different administrative and judicial stages, in which the Company is taking legal actions to ensure its rights.

4,180

5) Non payment of CIDE on imports of naphtha.

 

Current status: This claim is being discussed at the administrative level.

1,598

6) Non-payment of CIDE in the period from March 2002 until October 2003 in transactions with distributors and service stations that were holders of judicial injunctions that determined the sale of fuel without the gross-up of such tax.

 

Current status: Awaiting the hearing of an appeal in the Higher Chamber of Tax Appeals (CSRF).

669

7) Non-payment of tax on financial operations (IOF) over intercompany loans with, PifCo, Brasoil and BOC.

 

Current status: Awaiting the hearing of an appeal at the administrative level.

1,664

8) Withhold income tax (IRRF) over remittances abroad for payment of petroleum imports.

 

Current status: Awaiting the hearing of an appeal at the administrative level.

1,767

9) PIS and COFINS - Tax credits recovery denied due to failure to comply with an accessory obligation in the years of 2004, 2005 and 2006.

 

Current status: Awaiting the hearing of an appeal at the administrative level.

808

 

 

Plaintiff: State Finance Department of AM, BA, DF, ES, PA, PE and RJ

 

10)Non-payment of ICMS due to differences in measuring beginning and ending inventory.

 

Current status: This claim involves lawsuits in different administrative levels, in which the Company is taking legal actions to ensure its rights.

1,654

36 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

 

 

 

 

 

 

 

Plaintiff: State Finance Department of Rio de Janeiro

 

11) ICMS on exit operations of liquid natural gas (LNG) without issuance of tax document by the main establishment.

 

Current status: This claim involves lawsuits in different administrative and judicial stages, in which the Company is taking legal actions to ensure its rights.

1,624

12) Dispute over ICMS tax levy in operations of sale of aviation jet fuel, as Decree 36.454/2004 was declared as unconstitutional.

 

Current status: This claim is being disputed at the administrative level and the Company has presented its defense.

797

 

 

Plaintiff: State Finance Department of São Paulo

 

13) Dispute over ICMS tax levy on the importing of a drilling rig – temporary admission in São Paulo and clearance in Rio de Janeiro and a fine for breach of accessory obligations.

 

Current status: One of the legal proceedings is in its administrative stage and the other one was submitted to judicial dispute, awaiting judgment on appeal by the State Finance.

1,979

 

 

Plaintiff: Municipal governments of Anchieta, Aracruz, Guarapari, Itapemirim, Marataízes, Linhares, Vila Velha, Vitória and Maragogipe.

 

14) Failure to withhold and collect tax on services provided offshore (ISSQN) in some municipalities located in the State of Espírito Santo, despite Petrobras having made the withholding and payment of these taxes to the municipalities where the respective service providers are established, in accordance with Complementary Law No. 116/03.

 

Current status: This claim involves lawsuits in different administrative and judicial stages, in which the Company is taking legal actions to ensure its rights.

916

 

 

Plaintiff: State Finance Departments of Rio de Janeiro and Sergipe

 

15) Use of ICMS tax credits on the purchase of drilling bits and chemical products used in formulating drilling fluid.

 

Current status: This claim involves lawsuits in different administrative and judicial stages, in which the Company is taking legal actions to ensure its rights.

503

16) Other tax proceedings

4,418

Total for tax proceedings

26,986

 

b)            Civil Proceedings – General

Description of civil proceedings

Estimate

 

 

Plaintiff: Agência Nacional de Petróleo, Gás Natural e Biocombustíveis - ANP

 

1) Dispute on differences in the payment of special participation charge in fields of the Campos Basin. In addition, the plaintiff is claiming fines for alleged non-compliance with minimum exploratory programs. Administrative proceedings are in course in connection with alleged irregularities in the platforms' measurement system.

 

Current status: This claim involves processes in different administrative and judicial stages, in which the Company is taking legal actions to ensure its rights.

827

2) Other civil proceedings

1,249

Total for civil proceedings

2,076

 

 

 

28.4.   Joint Ventures – Frade field

In November 2011, an oil spillage occurred in the Frade field located in the Campos basin which was operated by Chevron Brasil, located in the Campos basin. Chevron Brasil, Chevron Latin America Marketing LLC and Transocean Brasil Ltda are defending a lawsuit claiming US$ 10 billion in environmental damages by the federal public attorney’s office. Transocean Brasil Ltda. operated the rig at Frade at the time of this spillage.

37 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

In April 2012, a new lawsuit was filed by the Federal Public Attorney’s Office against Chevron and Transocean, following new seabed leaks in the Frade field. In this suit the Federal Public Attorney’s Office claimed a further US$ 10 billion as compensation for damages.

The assessment by the Company’s lawyers is that the amounts claimed are not reasonable and are disproportionately high in relation to the extent of the damages caused. In the second lawsuit, as the oil was not identified on the surface, the existence of any actual damage to the community is inconceivable.

Although the Company is not being sued, due to its 30% ownership interest in the Frade consortium, Petrobras may be contractually obliged to pay 30% of the total contingencies related to the incidents that occurred in the Frade field. In the event Chevron is held legally responsible, Petrobras may be contractually subject to the payment of up to 30% of the costs of the damages.

28.5.   Contingent assets

28.5.1.  Legal proceeding in the United States - P-19 and P-31

In 2002, Braspetro Oil Service Company (Brasoil) and Petrobras obtained  a favorable decision  in related lawsuits filed before U.S. courts by the insurance companies United States Fidelity & Guaranty Company and American Home Assurance Company in which they were seeking to obtain (since 1997 and regarding Brasoil) a judicial order exempting them from their payment obligations under the performance bond related to platforms P- 19 and P-31, and seeking reimbursement from Petrobras for any amounts for which they could ultimately be held liable in the context of the execution proceedings of such performance bond.

On July 21, 2006, the U.S. courts issued an executive decision, conditioning the payment of the amounts owed to Brasoil to a definitive dismissal of the legal proceedings involving identical claims that are currently in course before Brazilian courts.

Brasoil, Petrobras and the insurance companies already pleaded the dismissal of the Brazilian legal proceedings but their definitive dismissal is awaiting the hearing of an appeal filed by the platforms’ shipbuilding company before the Superior Court for Non-Constitutional Matters (STJ).

In 2012 the Company intensified actions taken, in an attempt to settle this lawsuit. The amount of damages claimed is approximately US$ 245.

29.        Guarantees for concession agreements for petroleum exploration

The Company has guarantees for the Minimum Exploration Programs established in the concession agreements for exploration of areas by the Agência Nacional de Petróleo, Gás Natural e Biocombustíveis (“ANP”) in the total amount of US$ 2,650, of which US$ 2,307 are still in force, net of commitments that have been undertaken. The guarantees comprise crude oil from previously identified producing fields, pledged as security, for US$ 1,449 and bank guarantees in the amount of US$ 858.

30.        Risk management and derivative instruments

The Company is exposed to a variety of risks arising from its operations: market risk (including price risk related to crude oil and oil products), foreign exchange risk, interest rate risk, credit risk and liquidity risk.

38 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

30.1.   Risk management

The objective of the overall risk management policy of the Company is to achieve an appropriate balance between growth, increased return on investments and risk exposure level, which can arise from its normal activities or from the context within which the Company operates, so that, through effective allocation of its physical, financial and human resources it may achieve its strategic goals.

30.2.   Market risk

30.2.1.  Risk management of price risk (related to crude oil and oil products)

Petrobras does not use derivative instruments to hedge exposures to commodity price cycles related to products purchased and sold to fulfill operational needs.

Derivatives are used as hedging instruments to manage the price risk of certain transactions carried out abroad, which are usually short-term transactions similar to commercial transactions.

The main risk management techniques used by the Company to manage price risk of crude oil and oil products, in the transactions carried out abroad are operating Cash Flow at Risk (CFAR), Value at Risk (VAR) and Stop Loss.      

a)             Notional amount, fair value and guarantees of crude oil and oil products derivatives

 

Notional value

(in thousands of bbl)*

Fair value**

Maturity

Statement of Financial Position

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

Futures contracts

(6,239)

(3,380)

(5.4)

(18)

2013/2014

Purchase commitments

38,426

16,500

 

 

 

Sale commitments

(44,665)

(19,880)

 

 

 

 

 

 

 

 

 

Options contracts

(460)

(2,050)

(0.5)

(1.5)

2013

 

 

 

 

 

 

Call

(1,080)

(0.5)

(1)

 

Long position

1,725

3,204

 

 

 

Short position

(1,725)

(4,284)

 

 

 

 

 

 

 

 

 

Put

(460)

(970)

(0.5)

 

Long position

2,394

2,029

 

 

 

Short position

(2,854)

(2,999)

 

 

 

 

 

 

 

 

 

Total recognized in other current assets and liabilities

 

 

(5.9)

(19.5)

 

 

 

 

 

 

 

* Negative notional values (in bbl) represent short positions.

** Negative fair values were recorded in liabilities and positive fair values in assets.

 

 

 

Finance income

Jan-Jun/2013

Jan-Jun/2012

Gain / (Loss) recognized in profit or loss for the period

52

52

 

 

 

Guarantees given as collateral

06.30.2013

12.31.2012

Generally consist of deposits

150

103

 

 

b)            Sensitivity analysis of crude oil and oil products derivatives

The probable scenario is the fair value at  June 30, 2013. The stressed scenarios consider price changes of 25% and 50% on the risk variable, respectively, comparatively to June 30, 2013.

 

39 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

Crude Oil and Oil Products

Risk

Probable Scenario at 06.30.2013

Stressed Scenario

(∆ of 25%)

Stressed Scenario

(∆ of 50%)

 

 

 

 

 

 

 

Brent

Derivative (Brent prices increase)

16

(170)

(356)

 

Inventories (Brent prices decrease)

(9)

180

367

 

 

 

 

7

10

11

Diesel

Derivative (Diesel prices decrease)

(1.0)

(21.7)

(42)

 

Inventories (Diesel prices increase)

1.4

22.1

42

 

 

 

 

0.4

0.4

Freight

Derivative (Freight costs decrease)

(1)

(2)

 

Inventories (Freight costs increase)

1

2

 

 

 

 

Gasoline

Derivative (Gasoline prices increase)

(7.2)

(20)

(33)

 

Inventories (Gasoline prices decrease)

8.6

22

35

 

 

 

 

1.4

2

2

Naphtha

Derivative (Naphtha prices increase)

0.5

(2)

(4)

 

Inventories (Naphtha prices decrease)

1.4

4

6

 

 

 

 

1.9

2

2

Fuel Oil

Derivative (Fuel Oil prices increase)

3

(34)

(70)

 

Inventories (Fuel Oil prices decrease)

(3)

34

70

 

 

 

 

WTI

Derivative (WTI prices decrease)

(5)

(24)

(44)

 

Inventories (WTI prices increase)

1

21

41

 

 

 

 

(4)

(3)

(3)

 

 

 

c)             Embedded derivatives – sale of ethanol

On March 8, 2013 the Company entered into an agreement to amend the ethanol sale contract, modifying prices and quantities. The selling price of each future ethanol shipment will be based on the price of ethanol in the Brazilian market (ESALQ) plus a spread. The amended agreement therefore no longer has a derivative instrument measured as an embedded derivative.

The notional value, fair value and the sensitivity analysis of the swap are presented below:

 

 

Fair Value

Sensitivity analysis at 06.30.2013

Forward Contract

Notional value

(in thousands of m³)

06.30.2013

12.31.2012

Risk

Probable Scenario

Stressed

Scenario

(∆ 25%)

Stressed

Scenario

( ∆ 50%)

Long position (maturity in 2015)

 

36

Decrease in spread (Naphtha x Ethanol)

 

 

 

 

Finance Income

Jan-Jun/ 2013

Jan-Jun/ 2012

Gain/ (loss) recognized in profit or loss for the period

(37)

(6)

 

 

 

 

30.2.2.  Foreign exchange risk management

The Company is exposed to foreign exchange risk from its assets and liabilities, arising from the volatility of currency markets.

40 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

Petrobras seeks to identify and manage foreign exchange risk in an integrated manner, by recognizing and creating “natural hedges”, benefiting from the correlation between income and expenses. To mitigate short-term exchange risk exposure arising from transactions involving income and expenses in different currencies, the Company uses natural hedges by choosing the currency in which to hold cash, such as the Brazilian Real, US dollar or other currency.

Foreign exchange risk is managed based on the net exposure and reviewed periodically to support the Executive Board. The Company can use derivative instruments to hedge certain liabilities, minimizing foreign exchange exposure.

a)             Hedge Accounting

i) Cash Flow Hedge involving the Company’s future exports

Effective mid-May 2013, the Company formally documented and designated cash flow hedging relationships to hedge a portion of its highly probable future monthly export revenues in U.S. dollars using a portion of its obligations denominated in U.S. dollars for foreign currency risks, related to changes in foreign currency spot rates.

Principal amounts of long-term debt (non-derivative financial instruments) and notional values of foreign currency forward contracts were designated as hedging instruments. The derivative financial instruments expired during the second quarter and were replaced by long-term debt principal amounts in the hedging relationships on which they had been designated. Both debt and derivative financial instruments are exposed to Brazilian Real vs. U.S. dollar foreign currency risks related to the spot rate. Monthly export revenues of US$ 43,859 of monthly export revenues to occur between July 1st, 2013 and May 31st, 2020 were designated as hedged transactions.

The Company has prepared formal documentation in order to support the designation above, including an explanation of how the designation of the hedging relationship is aligned with the Company’s Risk Management Policy objective and strategy, identification of the hedging instrument, the hedged transactions, the nature of the risk being hedged and an analysis which demonstrates that the hedge is expected to be highly effective. The Company will reassess the prospective and retrospective effectiveness of the hedge on an ongoing basis comparing the foreign currency component of the carrying amount of the hedging instruments and of the highly probable future exports (spot-rate method).

Cash Flow Hedge accounting permits that gains and losses arising from the effect of changes in the foreign currency exchange rate on derivative and non-derivative hedging instruments not be immediately recognized in profit or loss, but be reclassified from equity to profit or loss in the same periods during which the future exports occur, thus allowing for a more appropriate presentation of the results for the period reflecting the strategy in the Company’s Risk Management Policy.

The principal amounts at the date of designation and the carrying amount of the hedging instruments at June 30, 2013, along with the foreign currency losses recognized in Other comprehensive income (equity) are set out below:

41 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

Hedging

Instrument

Hedged

Transactions

Nature

of the

Risk

Maturity

Date

Principal Amount (US$)

Carrying amount of the Hedging Instruments on 06.30.2013 (R$)

 

 

 

 

 

 

 

 

 

Non-Derivative

Financial

Instruments

Portion of

Highly Probable

Future Monthly

Export Revenues

Foreign Currency

– Real vs U.S. Dollar

Spot Rate

July 2013 to

May 2020

43,859

97,175

 

                 

 

 

 

Shareholders' equity

Jan-Jun/2013

Jan-Jun/2012

Gain/ (loss) recognized in other comprehensive income - shareholders' equity

(3,856)

 

 

 

ii)  Cash Flow Hedge involving swap contracts - Yen vs. Dollar

In September 2006 the Company entered into a cross currency swap to fix in U.S. dollars the payments related to bonds denominated in Japanese yen. The Company does not intend to settle these contracts before the maturity. The relationship between the derivative and the loan qualify as cash flow hedge and hedge accounting is applied.

The effective portion of changes in fair value, assessed on a quarterly basis, are recognized in accumulated other comprehensive income, in the shareholders’ equity and reclassified to profit or loss in the periods when the hedged transaction item affects profit or loss.

b)            Notional value, fair value and guarantees of derivative financial instruments

 

Notional value (in millions)

Fair Value

Statement of financial position

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

Cross Currency Swap ( maturity in 2016)

 

 

28

76

Long Position (JPY) - 2.15% p.a.

JPY 35,000

JPY 35,000

375

434

Short Position (USD) - 5.69% p.a.

USD 298

USD 298

(347)

(358)

U.S. dollar forward

 

 

(9)

0.5

U.S. dollar forward (long position)

USD 41

 

1

U.S. dollar forward (short position)

USD 221

USD 1,077

(10)

0.5

Total recognized in other current assets and liabilities

 

 

19

76.5

 

 

 

 

Finance income and shareholders' equity

Jan-Jun/ 2013

Jan-Jun/ 2012

Gain /(loss) recognized in profit or loss for the period

(25)

(1)

Gain/ (loss) recognized in other comprehensive income - shareholders' equity

4

8

 

 

 

Margin is not required for the operations the Company has entered into, related to foreign currency derivatives.

c)             Sensitivity analysis for foreign exchange risk on financial instruments

The Company has assets and liabilities subject to foreign exchange risk. The main exposure involves the Brazilian Real, relative to the U.S. dollar. Foreign exchange risk arises on financial instruments that are denominated in a currency other than the Brazilian Real. Assets and liabilities of foreign subsidiaries, denominated in a currency other than the Brazilian Real are not included in the sensitivity analysis set out below when transacted in a currency equivalent to their respective functional currencies.

The probable scenario, computed based on external data, as well as the stressed scenarios (a 25% and a 50% change in the foreign exchange rates) are set out below:

42 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

Financial Instruments

Exposure in 06.30.2013

Risk

Probable Scenario*

Stressed

Scenario

(∆ of 25%)

Stressed

Scenario

(∆ of 50%)

 

 

 

 

 

 

Financial Instruments (Assets)

2,621

 

(66)

655

1,311

Financial Instruments (Liabilities)

(54,822)

Dollar

1,376

(13,706)

(27,411)

Hedge accounting: Exports x Debt

43,859

 

(1,101)

10,965

21,929

Forward Derivative (Net short Position)

(180)

 

5

(45)

(90)

 

(8,522)

 

214

(2,131)

(4,261)

Financial Instruments (Assets)

 

Financial Instruments (Liabilities)

(959)

Yen

37

(240)

(480)

Cross-currency Swap

353

 

(21)

146

375

 

(606)

 

16

(94)

(105)

Financial Instruments (Assets)

3,302

Euro

(53)

826

1,651

Financial Instruments (Liabilities)

(8,921)

 

144

(2,230)

(4,460)

 

(5,619)

 

91

(1,404)

(2,809)

Financial Instruments (Assets)

835

Pound

(6)

209

417

Financial Instruments (Liabilities)

(2,514)

Sterling

19

(629)

(1,257)

 

(1,679)

 

13

(420)

(840)

Financial Instruments (Assets)

286

Peso

(8)

71

143

Financial Instruments (Liabilities)

(1,199)

 

35

(300)

(600)

 

(913)

 

27

(229)

(457)

 

(17,339)

 

361

(4,278)

(8,472)

 

 

 

 

 

 

(*) The probable scenario was computed based on the following changes for June, 30, 2013: Real x Dollar – a 2.51% appreciation of the Dollar relative to the Real / Dollar x Yen – a 3.89% depreciation of the Yen / Dollar x Euro: a 1.61% depreciation of the Euro / Dollar x Pound Sterling: a 0.74% depreciation of the Pound Sterling / Dollar x Peso: a 2.97% depreciation of the Peso. The data were obtained from the Focus Report of the Central Bank of Brazil and from Bloomberg.

 

 

 

The impact of foreign exchange depreciation / appreciation does not jeopardize the liquidity of the Company in the short term due to the balance between liabilities, assets, revenues and future commitments in foreign currency, since most of its debt mature in the long term.

30.2.3.  Interest rate risk management

The Company is mainly exposed to interest rate risk related to changes in the LIBOR rate, arising from debt issued in foreign currency and to changes in the Brazilian long-term interest rate (TJLP), arising from debt issued in Brazilian Real. An increase in interest rates causes a negative impact in the Company's finance expense and its financial position.

The Company considers that exposure to interest rate risk does not cause a significant impact and therefore, preferably does not use derivative financial instruments to manage interest rate risk, except for specific situations encountered by certain companies of the Petrobras group.

a)             Main transactions and future commitments hedged by interest rate derivatives

Swap contracts

Floating-to-fixed swap (LIBOR USD) vs. Fixed rate (USD)

In November 2010 the Company entered into an interest rate swap, in order to exchange a floating interest rate for a fixed rate, aiming at eliminating the mismatch between the cash flows of assets and liabilities from investment projects. The Company does not intend to settle the operation before the maturity date, and therefore, adopted hedge accounting for the relationship between the finance debt and the derivative.

43 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

Other positions held are set out in the table below.

b)            Notional value, fair value, guarantees and sensitivity analysis for interest rate derivatives

 

Notional value

Fair value

Statement of Financial Position

06.30.2013

12.31.2012

06.30.2013

12.31.2012

 

 

 

 

 

 

 

 

 

 

Swaps (maturity in 2020)

 

 

 

 

Short position

USD 450

USD 460

(24)

(42)

 

 

 

 

 

Swaps (maturity in 2015)

 

 

(1)

(1)

Long position – Euribor

EUR 12

EUR 15

0.5

Short position – 4.19% Fixed rate

EUR 12

EUR 15

(1)

(1.5)

 

 

 

 

 

Total recognized in other assets and liabilities

 

 

(25)

(43)

 

 

 

 

Finance income and shareholders' equity

Jan-Jun/2013

Jan-Jun/2012

Gain / (Loss) recognized in profit or loss for the period

(0.5)

Gain / (Loss) recognized in other comprehensive income - shareholders' equity

4

(11)

 

 

 

 

Interest Rate Derivatives

Risk

Probable

Scenario (*)

Stressed

Scenario

(∆ de 25%)

Stressed

Scenario

(∆ de 50%)

HEDGE (Derivative - Swap)

LIBOR decline

(11)

0.5

0.5

Debt

LIBOR increase

11

(0.5)

(0.5)

Net effect

 

 

 

 

 

 

 

HEDGE (Derivative - Swap)

Euribor decline

0.5

Debt

Euribor increase

(0.5)

Net effect

 

 

 

 

 

 

 

(*) The probable scenario was obtained based on LIBOR futures.

 

 

 

Margin is not required for the operations the Company has entered into, related to interest rate derivatives.

30.3.   Credit risk

Petrobras is exposed to the credit risk arising from commercial transactions and from cash management, related to financial institutions and to credit exposure to customers. Credit risk is the risk that a customer or financial institution will fail to pay amounts due, relating to outstanding receivables or to financial investments, guarantees or deposits with financial institutions.

Credit risk management in Petrobras is a portion of its financial risk management, which is performed by the Company’s officers, under a corporate policy of risk management. The Credit Commissions are, each, composed of executive Managers for Risk Management, Finance and Commercial Department.

The purpose of the Credit Commissions is to analyze credit management issues, relating to granting and managing credit; to encourage integration between the units that compose the Credit Commissions; and to identify recommendations to be applied in the units involved or to be submitted to the appreciation of higher jurisdictions.

44 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

The credit risk management policy is part of the Company’s global risk management policy and aims at reconciling the need for minimizing exposure to credit risk and maximizing the result of commercial and financial transactions, through an efficient credit analysis process and efficient credit granting and management processes.

The Company manages credit risk by applying quantitative and qualitative parameters that are appropriate for each of the market segments in which it operates.

The Company’s commercial credit portfolio is much diversified and the credits granted are divided between clients from the domestic market and from foreign markets.

Credit granted to financial institutions is spread among the major international banks rated by the international rating agencies as Investment Grade and highly-rated Brazilian banks.

The maximum exposure to credit risk is represented mainly by the balance of accounts receivable and derivative financial instruments outstanding.

30.4.   Liquidity risk

The Company's liquidity risk is represented by the possibility of a shortage of funds, cash or another financial asset in order to settle its obligations on the established dates.

The liquidity risk management policy adopted by the Company provides that the maturity of its debt continues to be lengthened, exploring the funding opportunities available in the domestic market and being significantly active in the international capital markets by broadening the investor’s base in fixed income.

Petrobras finances its working capital through a centralized cash management for the group and by assuming short-term debt, which is usually related to commercial transactions, such as export credit notes and advances on foreign exchange contracts. Investments in non-current assets are financed through long-term debt, such as bonds issued in the international market, funding from credit bureaus, financing and  pre-payment of exports, development banks in Brazil and abroad, and lines of credit with national and international commercial banks.

A maturity analysis of the long-term debt, including face value and interest payments is set out in the table below:

Maturity

 

2013

8,507

2014

8,393

2015

12,264

2016

15,547

2017

13,131

2018

18,767

2019 and thereafter

78,159

Balance at June 30, 2013

154,768

Balance at December 31, 2012

136,068

 

 

 

30.5.   Financial investments (derivative financial instruments)

Operations with derivatives are, both in the domestic and foreign markets, earmarked exclusively for the exchange of indices of the assets that comprise the portfolios, and their purpose is to provide flexibility to the managers in their quest for efficiency in the management of short-term financial assets.

The market values of the derivatives held in the exclusive investment funds at June 30, 2013 are set out below:

45 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

Contract

Number of

Contracts

(Thousands)

Notional

value

Fair

value

Maturity

Future DI (Interbank Deposit)

 

 

7

2013; 2014; 2015; 2016

Long position

24,804

983

(2)

 

Short position

(152,702)

(6,026)

9

 

U.S. dollar forward

 

 

1

2013

Long position

1,205

61

1

 

Short position

 

 

 

 

31.        Fair values of financial assets and liabilities

Fair values are determined based on market prices, when available, or, in the absence thereof, on the present value of expected future cash flows. The fair values of cash and cash equivalents, trade accounts receivable, short term debt and trade accounts payable are the same as their carrying values. The fair values of other long-term assets and liabilities do not differ significantly from their carrying amounts.

At June 30, 2013, the estimated fair value for the Company’s long term debt was US$ 105,914 and was computed based on the prevailing market rates for operations that  have similar nature, maturity and risk to the contracts recognized and it may be compared to the carrying amount of US$ 104,102

The hierarchy of the fair values of the financial assets and liabilities, recorded on a recurring basis, is set out below:

 

Fair value measured based on

 

 

Prices

quoted

on active

market

(Level 1)

Valuation technique

supported by

observable prices

(Level 2)

Valuation technique

without

use of

observable

prices

(Level 3)

Total

fair

value

recorded

Assets

 

 

 

 

Marketable securities

9,709

9,709

Commodity derivatives

Foreign currency derivatives

19

19

Balance at June 30, 2013

9,709

19

9,728

Balance at December 31, 2012

10,463.5

76

36

10,575.5

 

 

 

 

 

Liabilities

 

 

 

 

Commodity derivatives

(6)

(6)

Interest derivatives

(25)

(25)

Balance at June 30, 2013

(6)

(25)

(31)

Balance at December 31, 2012

(62)

(62)

 

 

 

 

46 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

32.        Subsequent events

a)             Acquisition of blocks in the 11th bid round from Agência Nacional do Petróleo, Gás Natural e Biocombustíveis (ANP)

On May 15, 2013 Petrobras acquired 34 exploratory blocks available in the 11th bid round from ANP. Signature bonuses amounted to US$ 659, US$ 243 of which were paid by Petrobras and US$ 416 by its partners. The Company will operate 12 of the 34 blocks acquired, 5 of which are involved in partnerships and 7 are exclusive for Petrobras. The remaining 22 blocks will be operated by partners. The signature bonus was paid in July 2013 and the concession agreements were signed in August 2013.

b)            Financing Contracts

JBIC

On July 16, 2013 the Company contracted with Japan Bank for International Cooperation (JBIC) two financing programs amounting up to US$ 1.5 billion. Mizuho Bank Ltd. will be the agent for the programs. The credit lines will be 60% financed by JBIC and 40% by private Japanese financial institutions.

BNP Paribas

On July 31, 2013, Petrobras Global Trading BV (PGT BV) contracted with BNP Paribas a line of credit in the amount of US$ 1 billion.

 

47 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

33.        Information Related to Guaranteed Securities Issued by Subsidiaries

33.1.   Petrobras Global Finance B.V. (PGF)

Petróleo Brasileiro S.A. - Petrobras has fully and unconditionally guaranteed 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.

33.2.   Petrobras International Finance Company – PiFCo

Petróleo Brasileiro S.A. - Petrobras has fully and unconditionally guaranteed the debt securities of Petrobras International Finance Company - PifCo, a 100-percent-owned subsidiary of Petrobras.

The following condensed consolidated financial information is provided for Petróleo Brasileiro S.A. – Petrobras, as guarantor, and for Petrobras International Finance Company – PifCo, as issuer, as an alternative to providing separate financial statements for the issuer in accordance with SEC Regulation SX 3-10 (c). The financial statements of Petrobras and PifCo are presented using the equity method of accounting for investments in subsidiaries.

 

48 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

 

06.30.2013

Consolidated Statement of Financial Position

Petrobras S.A. Guarantor

PifCo

All Other Consolidated Companies

Consolidating and Eliminating Adjustments

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

55,312

3,789

47,166

(40,954)

65,313

Cash and cash equivalents

12,346

2,301

18,604

(10,120)

23,131

Marketable securities

16,847

38

954

(8,008)

9,831

Trade and other receivables, net

4,195

4,843

950

9,988

Intercompany receivable

3,478

1

18,189

(21,668)

Inventories

11,563

3,468

(996)

14,035

Others

6,883

28

1,108

309

8,328

Discontinued operations

1,421

(1,421)

 

 

 

 

 

 

Non-current assets

228,176

25,065

120,000

(100,486)

272,755

 

 

 

 

 

 

Accounts receivable, net

 

 

 

 

 

Intercompany receivable

1,556

25,065

29,363

(55,984)

Marketable securities

116

6,634

(6,598)

152

Deferred tax assets

6,408

2,200

631

9,239

Others

9,107

8,003

(161)

16,949

 

 

 

 

 

 

Investments

39,815

4,089

(37,310)

6,594

Property, plant and equipment , net

136,039

68,733

(1,056)

203,716

Intangible assets

35,135

978

(8)

36,105

 

 

 

 

 

 

Total assets

283,488

28,854

167,166

(141,440)

338,068

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

31,146

1,076

17,285

(18,742)

30,765

Current debt

331

1,072

6,793

8,196

Trade payables

6,404

5,000

11,404

Intercompany payables

6,541

2

2,722

(9,265)

Taxes payable

3,923

752

4,675

Others

13,947

2,018

(9,475)

6,490

Discontinued operations

2

(2)

 

 

 

 

 

 

Non-current liabilities

99,668

27,644

93,495

(66,972)

153,835

Non-current debt

24,218

27,517

52,367

104,102

Deferred taxes

18,145

1,405

19,550

Intercompany payables

29,354

127

37,114

(66,595)

Others

27,951

2,609

(377)

30,183

 

 

 

 

 

 

Petrobras shareholder's equity

152,674

134

55,442

(55,576)

152,674

 

 

 

 

 

 

Non-controlling interests

944

(150)

794

Total liabilities and shareholder's equity

283,488

28,854

167,166

(141,440)

338,068

 

 

 

49 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

 

12.31.2012

Consolidated Statement of Financial Position

Petrobras S.A. Guarantor

PifCo

All Other Consolidated Companies

Consolidating and Eliminating Adjustments

Consolidated

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets

47,077

1,797

36,292

(27,372)

57,794

Cash and cash equivalents

8,511

191

9,545

(4,727)

13,520

Marketable securities

11,441

3,391

(4,401)

10,431

Trade and other receivables, net

4,495

1

5,255

1,348

11,099

Intercompany receivable

4,007

7

13,682

(17,696)

Inventories

12,189

3,237

(874)

14,552

Others

6,434

177

1,182

399

8,192

Discontinued operations

1,421

(1,421)

 

 

 

 

 

 

Non-current assets

231,690

27,348

104,274

(86,452)

276,860

 

 

 

 

 

 

Accounts receivable, net

 

 

 

 

 

Intercompany receivable

3,222

27,348

16,275

(46,845)

Marketable securities

141

4,429

(4,394)

176

Deferred tax assets

6,126

1,797

612

8,535

Others

9,509

8,102

(208)

17,403

 

 

 

 

 

 

Investments

37,588

3,031

(34,513)

6,106

Property, plant and equipment , net

136,934

69,058

(1,091)

204,901

Intangible assets

38,170

1,582

(13)

39,739

 

 

 

 

 

 

Total assets

278,767

29,145

140,566

(113,824)

334,654

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

33,276

2,683

17,039

(18,928)

34,070

Current debt

449

2,569

4,461

7,479

Trade payables

6,783

5

5,336

12,124

Intercompany payables

9,953

6

3,911

(13,870)

Taxes payable

5,147

981

6,128

Others

10,944

101

2,350

(5,056)

8,339

Discontinued operations

2

(2)

 

 

 

 

 

 

Non-current liabilities

84,920

27,720

80,760

(54,539)

138,861

Non-current debt

23,292

27,720

37,472

88,484

Deferred taxes

17,218

1,995

19,213

Intercompany payables

14,060

38,749

(52,809)

Others

30,350

2,544

(1,730)

31,164

 

 

 

 

 

 

Petrobras shareholder's equity

160,571

(1,258)

41,811

(40,553)

160,571

 

 

 

 

 

 

Non-controlling interests

956

196

1,152

Total liabilities and shareholder's equity

278,767

29,145

140,566

(113,824)

334,654

 

 

 

50 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

 

June 30, 2013

Consolidated Statement of Income

Petrobras S.A. Guarantor

PifCo

All Other Consolidated Companies

Consolidating and Eliminating Adjustments

Consolidated

 

 

 

 

 

 

Sales revenues

56,400

54,987

(39,473)

71,914

Third parties

36,515

35,399

71,914

Intercompany

19,885

19,588

(39,473)

Cost of sales

(43,097)

(47,540)

37,209

(53,428)

Gross profit

13,303

7,447

(2,264)

18,486

 

 

 

 

 

 

Income (expenses)

 

 

 

 

 

Selling expenses

(3,050)

(1,476)

2,143

(2,383)

General and Administrative expenses

(1,723)

(8)

(761)

3

(2,489)

Exploration costs

(1,173)

(52)

(1,225)

Research and development expenses

(605)

(19)

(624)

Other taxes

(86)

(197)

51

(232)

Other operating expenses, net

(1,758)

625

(99)

(1,232)

Net finance income (expense)

(230)

(126)

(1,383)

720

(1,019)

Share of profit of equity-accounted investments

3,730

365

(3,829)

266

Net income from discontinuing operations

Net income before income taxes

8,408

(134)

4,549

(3,275)

9,548

 

 

 

 

 

 

Income taxes

(1,558)

(1,036)

(285)

(2,879)

Net income (loss)

6,850

(134)

3,513

(3,560)

6,669

 

 

 

 

 

 

Net income (loss) attributable to:

 

 

 

 

 

Shareholders of Petrobras

6,850

(134)

3,454

(3,320)

6,850

Non-controlling interests

59

(240)

(181)

 

6,850

(134)

3,513

(3,560)

6,669

 

 

 

June 30, 2012

Consolidated Statement of Income

Petrobras S.A. Guarantor

PifCo

All Other Consolidated Companies

Consolidating and Eliminating Adjustments

Consolidated

Sales revenues

55,650

57,795

(41,376)

72,069

Third parties

33,960

38,109

72,069

Intercompany

21,690

19,686

(41,376)

Cost of sales

(41,560)

(50,237)

39,336

(52,461)

Gross profit

14,090

7,558

(2,040)

19,608

 

 

 

 

 

 

Income (expenses)

 

 

 

 

 

Selling expenses

(3,101)

(1,399)

1,972

(2,528)

General and Administrative expenses

(1,772)

(6)

(739)

1

(2,516)

Exploration costs

(2,199)

(113)

(2,312)

Research and development expenses

(507)

(5)

(512)

Other taxes

(76)

(149)

55

(170)

Other operating expenses, net

(1,999)

(309)

86

(2,222)

Net finance income (expense)

(1,102)

(189)

(1,214)

(495)

(3,000)

Share of profit of equity-accounted investments

1,972

73

(2,185)

(140)

Net income from discontinuing operations

4

(4)

Net income before income taxes

5,306

(191)

3,703

(2,610)

6,208

 

 

 

 

 

 

Income taxes

(779)

(1,030)

(19)

(1,828)

Net income (loss)

4,527

(191)

2,673

(2,629)

4,380

 

 

 

 

 

 

Net income (loss) attributable to:

 

 

 

 

 

Shareholders of Petrobras

4,527

(191)

2,620

(2,429)

4,527

Non-controlling interests

53

(200)

(147)

 

4,527

(191)

2,673

(2,629)

4,380

 

 

 

 

51 


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated notes to the financial statements

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

 

 

June 30, 2013

Statement of cash flows

Petrobras S.A. Guarantor

PifCo

All Other Consolidated Companies

Consolidating and Eliminating Adjustments

Consolidated

Cash from operating activities – continuing operations

11,347

(379)

3,975

338

15,281

Cash from operating activities – discontinuing operations

1

(1)

Net cash provided by/(used in) operating activities

11,347

(378)

3,975

337

15,281

 

 

 

 

 

 

Cash flows from Investing activities

 

 

 

 

 

Investments in operating segments

(18,045)

(4,336)

3,505

(18,876)

Investments in Marketable securities

(6,577)

(38)

304

6,215

(96)

Net intercompany investing

2,415

(2,415)

Net cash provided by/(used in) investing activities

(24,622)

2,377

(4,032)

7,305

(18,972)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Capital issuance

1,520

13,863

(15,383)

Acquisition of non-controlling interest

(98)

(98)

Proceeds from long-term financing

8,552

21,120

29,672

Intercompany Financing Proceeds (Payments)

17,990

(1,358)

(24,824)

8,192

Repayments

(7,145)

(51)

625

(7,422)

(13,993)

Dividends paid

(1,387)

(887)

888

(1,386)

Net cash provided by/(used in) financing activities

18,010

111

9,897

(13,823)

14,195

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(901)

(780)

788

(893)

Net increase/ (decrease) in cash and cash equivalents in the period

3,834

2,110

9,060

(5,393)

9,611

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

8,511

191

9,545

(4,727)

13,520

Cash and cash equivalents at the end of the period

12,346

2,301

18,604

(10,120)

23,131

 

 

 

June 30, 2012

Statement of cash flows

Petrobras S.A. Guarantor

PifCo

All Other Consolidated Companies

Consolidating and Eliminating Adjustments

Consolidated

Cash from operating activities – continuing operations

10,568

266

4,580

(1,270)

14,144

Cash from operating activities – discontinuing operations

(111)

111

Net cash provided by/(used in) operating activities

10,568

155

4,580

(1,159)

14,144

 

 

 

 

 

 

Cash flows from Investing activities

 

 

 

 

 

Investments in operating segments

(16,803)

(6,189)

3,672

(19,320)

Investments in Marketable securities

(1,341)

5,169

(5,064)

484

(752)

Net intercompany investing

(13,242)

13,242

Net cash provided by/(used in) investing activities

(18,144)

(8,073)

(11,253)

17,398

(20,072)

 

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

 

Capital issuance

2,569

(2,569)

Acquisition of non-controlling interest

43

43

Proceeds from long-term financing

12,095

12,095

Intercompany Financing Proceeds (Payments)

16,844

6,462

(6,762)

(16,544)

Repayments

(8,912)

(46)

(1,572)

2,524

(8,006)

Dividends paid

(3,265)

(821)

821

(3,265)

Net cash provided by/(used in) financing activities

4,667

6,416

5,509

(15,725)

867

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(1,052)

(289)

365

(976)

Net increase/ (decrease) in cash and cash equivalents in the period

(3,961)

(1,502)

(1,453)

879

(6,037)

 

 

 

 

 

 

Cash and cash equivalents at the beginning of the period

10,053

4,087

9,426

(4,509)

19,057

Cash and cash equivalents at the end of the period

6,092

2,585

7,973

(3,630)

13,020

 

 

 

 

 

SIGNATURE
 
 
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: August 12, 2013
PETRÓLEO BRASILEIRO S.A--PETROBRAS
By:
/S/  Almir Guilherme Barbassa

 
Almir Guilherme Barbassa
Chief Financial Officer and Investor Relations Officer
 
 

 

 
FORWARD-LOOKING STATEMENTS

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act) that are not based on historical facts and are not assurances of future results.  These forward-looking statements are based on management's current view and estimates of future economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results o f operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations. 
All forward-looking statements are expressly qualified in their entirety by this cautionary statement, and you should not place reliance on any forward-looking statement contained in this press release. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information or future events or for any other reason.