pbradfifrs2q15usd_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 August, 2015

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 as of

June 30, 2015, with report of independent

registered public accounting firm

 

 

 

 


 
 

Petróleo Brasileiro S.A. – Petrobras

Index

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

 

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 Cash Flows 7
Consolidated Statement of Changes in Shareholders’ Equity 8
Notes to the financial statements 9
1. The Company and its operations 9
2. Basis of preparation 9
3. The “Lava Jato” (Car Wash) Operation and its effects on the Company 10
4. Basis of consolidation 10
5. Summary of significant accounting policies 10
6. Cash and cash equivalents and Marketable securities 11
7. Trade and other receivables 12
8. Inventories 14
9. Disposal of assets and legal mergers 15
10. Investments 16
11. Property, plant and equipment 17
12. Intangible assets 18
13. Impairment 19
14. Exploration for and evaluation of oil and gas reserves 20
15. Trade payables 20
16. Finance debt 21
17. Leases 23
18. Related party transactions 24
19. Provision for decommissioning costs 25
20. Taxes 26
21. Employee benefits (Post-Employment) 29
22. Shareholders’ equity 31
23. Sales revenues 31
24. Other expenses, net 32
25. Costs and Expenses by nature 33
26. Net finance income (expense) 33
27. Supplemental information on statement of cash flows 34
28. Segment Information 35
29. Provisions for legal proceedings 39
30. Collateral for crude oil exploration concession agreements 43
31. Risk management 43
32. Fair value of financial assets and liabilities 47
33. Information Related to Guaranteed Securities Issued by Subsidiaries 48

 

2


 

Petróleo Brasileiro S.A. – Petrobras

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 balance sheet of Petróleo Brasileiro S.A. - Petrobras and its subsidiaries as of June 30, 2015, and the related condensed consolidated statements of income and comprehensive income for the three-month and six-month periods ended June 30, 2015 and June 30, 2014 and the condensed consolidated changes in shareholders’ equity and statement of cash flows for the six-month periods ended June 30, 2015 and June 30, 2014. 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).

 

As discussed in Note 3 to the condensed consolidated financial statements, during the third  quarter of 2014, the Company wrote off US$ 2,527 million of overpayments on the acquisition of property plant and equipment incorrectly capitalized, according to testimony obtained from Brazilian criminal investigations.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the accompanying consolidated statement of financial position as of December 31, 2014, and the related consolidated statements of income, comprehensive income, cash flows (not presented herein) and changes in shareholders’ equity for the year then ended, and, in our report dated April 22, 2015, we expressed an unqualified opinion on those consolidated financial statements.  In our opinion, the information set forth in the accompanying condensed accompanying consolidated statement of financial position as of December 31, 2014 is fairly stated in all material respects in relation to the accompanying consolidated statement of financial position from which it has been derived.

 

 

/s/

PricewaterhouseCoopers

Auditores Independentes

 

 

Rio de Janeiro, Brazil

August 06, 2015

3


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Financial Position

June 30, 2015 and December 31, 2014

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

 

Assets

Note

06.30.2015

12.31.2014

Liabilities

Note

06.30.2015

12.31.2014

Current assets

 

 

 

Current liabilities

 

 

 

Cash and cash equivalents

6

26,161

16,655

Trade payables

15

7,923

9,760

Marketable securities

6

3,377

9,323

Finance debt

16

14,378

11,868

Trade and other receivables, net

7

6,462

7,969

Finance lease obligations

17

15

16

Inventories

8

10,885

11,466

Income taxes payable

20.1

293

247

Recoverable income taxes

20.1

894

1,063

Other taxes payable

20.1

5,259

4,064

Other recoverable taxes

20.1

2,306

2,748

Payroll, profit sharing and related charges

 

1,764

2,066

Advances to suppliers

 

231

423

Pension and medical benefits

21

680

796

Other current assets

 

1,286

1,180

Others

 

2,050

2,301

 

 

51,602

50,827

 

 

32,362

31,118

Assets classified as held for sale

 

91

5

Liabilities on assets classified as held for sale

 

62

 

 

51,693

50,832

 

 

32,424

31,118

 

 

 

 

 

 

 

 

Non-current assets

 

 

 

Non-current liabilities

 

 

 

Long-term receivables

 

 

 

Finance debt

16

119,489

120,218

Trade and other receivables, net

7

5,228

4,832

Finance lease obligations

17

54

56

Marketable securities

6

96

109

Deferred income taxes

20.2

1,588

3,031

Judicial deposits

29.1

2,931

2,682

Pension and medical benefits

21

14,850

16,491

Deferred income taxes

20.2

931

1,006

Provisions for legal proceedings

29.1

1,433

1,540

Other tax assets

20.1

3,330

4,008

Provision for decommissioning costs

19

6,632

8,267

Advances to suppliers

 

2,173

2,409

Others

 

767

988

Others

 

3,435

3,817

 

 

144,813

150,591

 

 

18,124

18,863

 

 

 

 

 

 

 

 

Total liabilities

 

177,237

181,709

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders' equity

22.1

 

 

Investments

10

5,024

5,753

Share capital (net of share issuance costs)

 

107,101

107,101

Property, plant and equipment

11

198,252

218,730

Change in interest in subsidiaries

 

148

148

Intangible assets

12

3,869

4,509

Profit reserves

 

68,458

66,423

 

 

225,269

247,855

Accumulated other comprehensive (deficit)

 

(76,686)

(57,400)

 

 

 

 

Attributable to the shareholders of Petrobras

 

99,021

116,272

 

 

 

 

Non-controlling interests

 

704

706

 

 

 

 

Total equity

 

99,725

116,978

Total assets

 

276,962

298,687

Total liabilities and shareholder's equity

 

276,962

298,687

The Notes form an integral part of these Financial Statements.

 

4


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Income

June 30, 2015 and 2014

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

 

 

 

Note

Jan-Jun/2015

Jan-Jun/2014

2Q-2015

2Q-2014

Sales revenues

23

51,988

71,404

26,021

36,910

Cost of sales

 

(35,841)

(54,858)

(17,701)

(28,470)

Gross profit

 

16,147

16,546

8,320

8,440

 

 

 

 

 

 

Income (expenses)

 

 

 

 

 

Selling expenses

 

(1,867)

(2,397)

(1,265)

(1,243)

General and administrative expenses

 

(1,846)

(2,240)

(900)

(1,157)

Exploration costs

14

(805)

(1,454)

(462)

(808)

Research and development expenses

 

(396)

(520)

(199)

(270)

Other taxes

 

(1,552)

(278)

(1,289)

(140)

Other expenses, net

24

(1,936)

(2,485)

(1,118)

(853)

 

 

(8,402)

(9,374)

(5,233)

(4,471)

 

 

 

 

 

 

Net income before finance income (expense), share of earnings in equity-accounted investments, profit sharing and income taxes

 

7,745

7,172

3,087

3,969

 

 

 

 

 

 

Finance income

 

456

781

200

340

Finance expenses

 

(3,099)

(1,788)

(1,810)

(1,006)

Foreign exchange and inflation indexation charges

 

(1,289)

512

(359)

244

Net finance income (expense)

26

(3,932)

(495)

(1,969)

(422)

 

 

 

 

 

 

Share of earnings in equity-accounted investments

10.1

115

343

55

122

 

 

 

 

 

 

Profit sharing

21.2

(126)

(282)

(9)

(140)

 

 

 

 

 

 

Net income before income taxes

 

3,802

6,738

1,164

3,529

 

 

 

 

 

 

Income taxes

20.4

(1,926)

(1,963)

(870)

(1,200)

 

 

 

 

 

 

Net income

 

1,876

4,775

294

2,329

 

 

 

 

 

 

Net income (loss) attributable to:

 

 

 

 

 

Shareholders of Petrobras

 

2,033

4,505

171

2,225

Non-controlling interests

 

(157)

270

123

104

 

 

 

 

 

 

 

 

1,876

4,775

294

2,329

 

 

 

 

 

 

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

22.2

0.16

0.35

0.02

0.18

 

 

 

 

 

 

The Notes form an integral part of these Financial Statements.

 

 

5


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Comprehensive Income

June 30, 2015 and 2014

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

 

 

 

Jan-Jun/2015

Jan-Jun/2014

2Q-2015

2Q-2014

 

 

 

 

 

Net income

1,876

4,775

294

2,329

 

 

 

 

 

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

 

 

 

 

Cumulative translation adjustments

(14,095)

8,367

2,615

3,887

 

(14,095)

8,367

2,615

3,887

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

 

 

 

 

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

 

 

 

 

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

 

 

 

 

Recognized in shareholders' equity

(8,143)

2,940

1,741

1,295

Reclassified to the statement of income

779

334

491

135

Deferred income tax

2,505

(1,112)

(758)

(485)

 

(4,859)

2,162

1,474

945

Unrealized gains / (losses) on cash flow hedge - others

 

 

 

 

Recognized in shareholders' equity

1

3

2

Reclassified to the statement of income

(1)

 

1

3

2

(1)

 

 

 

 

 

 

(4,858)

2,165

1,476

944

 

 

 

 

 

Share of other comprehensive income (losses) in equity-accounted investments

(300)

97

58

38

 

 

 

 

 

Total other comprehensive income (loss):

(19,253)

10,629

4,149

4,869

 

 

 

 

 

Total comprehensive income (loss)

(17,377)

15,404

4,443

7,198

Comprehensive income (loss) attributable to:

 

 

 

 

Shareholders of Petrobras

(17,251)

15,278

4,334

7,116

Non-controlling interests

(126)

126

109

82

Total comprehensive income (loss)

(17,377)

15,404

4,443

7,198

 

 

 

 

 

The Notes form an integral part of these Financial Statements.

 

 

6


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Cash Flows

June 30, 2015 and 2014

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

 

 

 

Jan-Jun/2015

Jan-Jun/2014

 

 

 

Cash flows from Operating activities

 

 

Net income attributable to the shareholders of Petrobras

2,033

4,505

Adjustments for:

 

 

Non-controlling interests

(157)

270

Share of earnings in equity-accounted investments

(115)

(343)

Depreciation, depletion and amortization

5,913

6,471

Impairment of property, plant and equipment, intangible and other assets

440

205

Exploration expenditures written off

555

1,117

Allowance for impairment of trade receivables

(12)

93

(Gains) losses on disposal of assets, write-offs of assets, E&P areas returned and cancelled projects, net

(71)

(125)

Foreign exchange, indexation and finance charges

4,013

1,262

Deferred income taxes, net

1,289

1,014

Pension and medical benefits (actuarial expense)

1,136

983

Decrease (Increase) in assets

 

 

Trade and other receivables, net

(110)

(1,365)

Inventories

(889)

(2,072)

Other assets

(1,211)

(1,047)

Increase (Decrease) in liabilities

 

 

Trade payables

(854)

84

Taxes payable

1,958

(867)

Pension and medical benefits

(375)

(396)

Other liabilities

(354)

605

Net cash provided by operating activities

13,189

10,394

Cash flows from Investing activities

 

 

Capital expenditures

(11,831)

(17,336)

Investments in investees

(79)

(128)

Proceeds from disposal of assets

211

451

Divestment (investment) in marketable securities

5,807

604

Dividends received

152

279

Net cash (used in) investing activities

(5,740)

(16,130)

Cash flows from Financing activities

 

 

Acquisition of Non-controlling interest

173

3

Financing and loans, net:

 

 

Proceeds from long-term financing

12,285

27,341

Repayment of principal

(6,530)

(4,807)

Repayment of interest

(3,208)

(2,892)

Dividends paid

(3,916)

Net cash provided by (used in) financing activities

2,720

15,729

 

 

 

Effect of exchange rate changes on cash and cash equivalents

(663)

536

 

 

 

Net increase (decrease) in cash and cash equivalents

9,506

10,529

 

 

 

Cash and cash equivalents at the beginning of the year

16,655

15,868

 

 

 

Cash and cash equivalents at the end of the period

26,161

26,397

 

 

 

 

 

 

The Notes form an integral part of these Financial Statements.

 

 

7


 
 

Petróleo Brasileiro S.A. – Petrobras

Consolidated Statement of Changes in Shareholders’ Equity

June 30, 2015 and 2014

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

 

 

 

Share capital (net of share issuance costs)

 

Accumulated other comprehensive income (deficit) and deemed cost

Profit Reserves

 

 

 

 

Share Capital

Share issuance costs

Change in interest in subsidiaries

Cumulative translation adjustment

Cash flow hedge - highly probable future exports

Actuarial gains (losses) on defined benefit pension plans

Other comprehensive income (loss) and deemed cost

Legal

Statutory

Tax incentives

Profit retention

Retained earnings

Shareholders' equity attributable to shareholders of Petrobras

Non-controlling interests

Total consolidated shareholders' equity

 

107,371

(279)

674

(26,440)

(3,911)

(2,505)

(178)

7,919

2,182

729

62,965

148,527

596

149,123

Balance at January 1, 2014

 

107,092

674

 

 

 

(33,034)

 

 

 

 

73,795

148,527

596

149,123

Capital increase with reserves

9

 

 

 

 

 

 

 

 

(9)

 

 

Realization of deemed cost

 

 

 

 

 

 

(2)

 

 

 

 

2

 

Change in interest in subsidiaries

 

 

(36)

 

 

 

 

 

 

 

 

 

(36)

3

(33)

Net income

 

 

 

 

 

 

 

 

 

 

 

4,505

4,505

270

4,775

Other comprehensive income

 

 

 

8,511

2,162

100

 

 

 

 

 

10,773

(144)

10,629

Appropriations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from reserves

 

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

(25)

(25)

 

107,380

(279)

638

(17,929)

(1,749)

(2,505)

(80)

7,919

2,182

720

62,965

4,507

163,769

700

164,469

Balance at June 30, 2014

 

107,101

638

 

 

 

(22,263)

 

 

 

 

78,293

163,769

700

164,469

 

107,380

(279)

148

(41,968)

(7,699)

(7,295)

(438)

7,919

2,182

720

55,602

116,272

706

116,978

Balance at January 1, 2015

 

107,101

148

 

 

 

(57,400)

 

 

 

 

66,423

116,272

706

116,978

Capital increase with reserves

 

 

 

 

 

 

 

 

 

 

 

Realization of deemed cost

 

 

 

 

 

 

(2)

 

 

 

 

2

 

Change in interest in subsidiaries

 

 

 

 

 

 

 

 

 

 

 

173

173

Net income (loss)

 

 

 

 

 

 

 

 

 

 

 

2,033

2,033

(157)

1,876

Other comprehensive income (loss)

 

 

 

(14,126)

(4,859)

(299)

 

 

 

 

(19,284)

31

(19,253)

Appropriations:

 

 

 

 

 

 

 

 

 

 

 

 

 

Transfer from reserves

 

 

 

 

 

 

 

 

 

 

 

Dividends

 

 

 

 

 

 

 

 

 

 

 

 

(49)

(49)

 

107,380

(279)

148

(56,094)

(12,558)

(7,295)

(739)

7,919

2,182

720

55,602

2,035

99,021

704

99,725

Balance at June 30, 2015

 

107,101

148

 

 

 

(76,686)

 

 

 

 

68,458

99,021

704

99,725

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The Notes form an integral part of these Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


 
 

Petróleo Brasileiro S.A. – Petrobras

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 other related or similar activities. The Company’s head office is located in Rio de Janeiro – RJ, Brazil.

2.            Basis of preparation

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 in the period, without repeating all information previously reported in notes to the Company’s financial statements. As a result, this interim financial information should be read together with the Company’s annual financial statements for the year ended December 31, 2014, which include the full set of notes.

The Company has reclassified certain amounts from prior periods to provide a more appropriate presentation and to be consistent with the industry practice, as set out in notes 7 and 24. Net income was not affected in any of the periods presented.

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 exchange rate at the date of the financial statements; income and expenses, as well as cash flows are translated into U.S. dollars using the average exchange rates prevailing during the year. Equity items are translated using the exchange rates prevailing at the dates of the transactions. 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 (loss) in the consolidated statements of changes in shareholders’ equity.

Brazilian Real x U.S. Dollar

Jun 2015

Mar 2015

Mar 2014

Jun 2014

Sep 2014

Dec 2014

Quarterly average exchange rate

3.07

2.86

2.36

2.23

2.28

2.55

Period-end exchange rate

3.10

3.21

2.26

2.20

2.45

2.66

 

 

The Company’s Board of Directors in a meeting held on August 6, 2015 authorized the consolidated interim financial information for issue.

2.1.            Accounting estimates

The preparation of interim financial information requires the use of estimates and assumptions for certain assets, liabilities and other transactions. These estimates include: write-off of overpayments improperly capitalized, oil and gas reserves, pension and medical benefits liabilities, depreciation, depletion and amortization, decommissioning costs, impairment of assets, hedge accounting, provisions for legal proceedings, fair value of financial instruments, present value adjustments of trade receivables and payables from relevant transactions, and income taxes (income tax – IRPJ and social contribution on net income – CSLL). Although our management uses assumptions and judgments that are periodically reviewed, the actual results could differ from these estimates.

9


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

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

In the third quarter of 2014, the Company wrote off US$2,527 of capitalized costs representing amounts that Petrobras overpaid for the acquisition of property, plant and equipment in prior years. For further information see note 3 to the Company’s December 31, 2014 consolidated financial statements.

In preparing its financial statements for the period ended June 30, 2015, the Company carefully considered all available information and does not believe that new developments in the investigations related to the “Lava Jato” (Car Wash) Operation by the Brazilian authorities, by the independent law firms conducting an internal investigation, or by newly set up internal commissions (or a review of the results of previous internal investigations) could materially impact or change the methodology adopted to recognize the write-off described above. Notwithstanding this belief, the Company will continuously monitor the investigations for additional information and, as of June 30, 2015, has not identified any necessary adjustment based on existing information.

On May 13, 2015, the Company received US$ 51 representing the first portion of amounts recovered from Pedro José Barusco Filho, a former executive manager of the Services area, who had previously entered into a plea agreement with Brazilian authorities. This amount was recognized as other income (amounts recovered – “overpayments incorrectly capitalized”) in the quarter ended June 30, 2015. To the extent that any of the proceedings resulting from the Lava Jato investigation involve leniency agreements with cartel members or plea agreements with individuals pursuant to which they agree to return funds, Petrobras may be entitled to receive a portion of such funds.

See note 29 for information about the Company’s material legal proceedings, including those related to the “Lava Jato” investigation.

4.            Basis of consolidation

The consolidated interim financial information includes the interim information of Petrobras, its subsidiaries, joint operations and consolidated structured entities.

There were no significant changes in the consolidated entities in the six-month period ended June 30, 2015.

The main disposal of assets and legal mergers are set out in note 9.

5.            Summary of significant accounting policies

The same accounting policies and methods of computation were followed in these consolidated interim financial statements as those followed in the preparation of the annual financial statements of the Company for the year ended December 31, 2014.

10


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

6.            Cash and cash equivalents and Marketable securities

Cash and cash equivalents

 

06.30.2015

12.31.2014

Cash at bank and in hand

1,084

709

Short-term financial investments

 

 

- In Brazil

 

 

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

1,744

1,999

Other investment funds

47

41

 

1,791

2,040

- Abroad

 

 

Time deposits

15,597

8,700

Automatic investing accounts

3,694

3,097

Other financial investments

3,995

2,109

 

23,286

13,906

Total short-term financial investments

25,077

15,946

Total cash and cash equivalents

26,161

16,655

 

 

Short-term financial investments in Brazil comprise investments in exclusive (single-member) funds, mainly holding Brazilian Federal Government Bonds. Short-term financial investments abroad are comprised of time deposits, highly-liquid automatic investing accounts and other short-term fixed income instruments with maturities of three months or less.

Marketable securities

 

06.30.2015

12.31.2014

 

In Brazil

Abroad

Total

In Brazil

Abroad

Total

Trading securities

1,808

1,808

2,690

2,690

Available-for-sale securities

2

3

5

2

19

21

Held-to-maturity securities

89

1,571

1,660

102

6,619

6,721

 

1,899

1,574

3,473

2,794

6,638

9,432

Current

1,808

1,569

3,377

2,690

6,633

9,323

Non-current

91

5

96

104

5

109

 

 

 

Trading securities refer mainly to investments in Brazilian Federal Government Bonds and held-to-maturity securities are mainly comprised of time deposits with highly-rated financial institutions abroad.

These financial investments have maturities of more than three months and are classified as current assets due to their maturity or the expectation of their realization in the short term.

11


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

7.            Trade and other receivables

7.1.       Trade and other receivables, net

 

06.30.2015

12.31.2014

Trade receivables

 

 

Third parties

9,548

10,022

Related parties (Note 18)

 

 

Investees

581

863

Receivables from the electricity sector

2,978

2,966

Petroleum and alcohol accounts -Federal Government

273

317

Other receivables

1,598

2,005

 

14,978

16,173

Provision for impairment of trade receivables

(3,288)

(3,372)

 

11,690

12,801

Current

6,462

7,969

Non-current

5,228

4,832

 

 

 

Beginning in 2015 the Company classifies performance bonuses paid to customers as other long-term receivables (previously classified as non-current trade and other receivables, net) in order to provide a better presentation of its accounts receivable. On December 31, 2014, US$ 605 were reclassified.

7.2.       Changes in the allowance for impairment of trade receivables

 

06.30.2015

12.31.2014

Opening balance

3,372

1,406

Additions

808

2,484

Write-offs (*)

(505)

(131)

Cumulative translation adjustment

(387)

(387)

Closing balance

3,288

3,372

 

 

 

Current

1,757

1,448

Non-current

1,531

1,924

 

 

 

(*) Includes US$ 552 related to companies from the isolated electricity sector in 2015, as set out in note 7.4.

 

 

 

7.3.       Trade receivables overdue - Third parties

 

06.30.2015

12.31.2014

Up to 3 months

869

823

From 3 to 6 months

456

178

From 6 to 12 months

506

181

More than 12 months

1,738

1,832

 

3,569

3,014

 

 

12


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

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

 

06.30.2015

12.31.2014

 

Not yet due

Overdue

Total

Not yet due

Overdue

Total

Clients

 

 

 

 

 

 

Eletrobras Group (Note 18)

2,331

647

2,978

2,536

430

2,966

Companhia de Gás do Amazonas (CIGÁS)

1,042

486

1,528

1,266

167

1,433

Others

33

364

397

24

394

418

 

3,406

1,497

4,903

3,826

991

4,817

(-) Allowance for impairment of trade receivables

(555)

(547)

(1,102)

(1,090)

(621)

(1,711)

Total

2,851

950

3,801

2,736

370

3,106

Related parties

2,138

551

2,689

2,473

165

2,638

Third parties

713

399

1,112

263

205

468

 

 

 

As of June 30, 2015, US$ 4,070 of the Company’s trade receivables from the isolated electricity system in the northern region of Brazil, related to the sale of fuel oil, natural gas and other products to thermoelectric power plants (which are subsidiaries of Eletrobras), state-owned natural gas distribution companies and independent electricity producers (Produtores Independentes de Energia – PIE) operating in that region, were classified as non-current assets. The balance of those receivables was US$ 4,903 as of June 30, 2015 (US$ 4,817 as of December 31, 2014).

A portion of the costs related to the supply of fuel to thermoelectric power plants located in the northern region of Brazil is borne by funds from the Fuel Consumption Account (Conta de Consumo de Combustível – CCC), which is managed by Eletrobras.

Recently, funds transferred from the CCC to the electricity companies in the northern region of Brazil have not been sufficient for them to meet their financial obligations, and, as a result, some of these companies have experienced financial difficulties and have not been able to pay for the products supplied by Petrobras. The Company entered into a debt acknowledgement agreement with subsidiaries of Eletrobras on December 31, 2014 with respect to the balance of its receivables as of November 30, 2014. Eletrobras acknowledged owing US$ 2,772 to the Company. This amount is being updated monthly based on the Selic interest rate (Brazilian short-term interest rate). Under the agreement, the first of 120 monthly installments was paid in February 2015 and, as of May 7, 2015, US$ 2,379 (US$ 1,961 as of December 31, 2014) had been guaranteed by collateral. The monthly installments have been timely paid to date.

As of December 31, 2014, the Company had recognized charges for allowances for impairment of trade receivables of US$ 1,948 (charged to selling expenses) to cover uncollateralized receivables as of October 31, 2014, including the balances from previous debt acknowledgement agreements and from companies that were not part of the most recent debt acknowledgment agreement with Eletrobras. On March 31, 2015 the Company recognized a reversal of allowance for impairment of trade receivables of US$ 452 (reduction in selling expenses), to reflect the additional portion of the trade receivables that was collateralized - additional receivables the CCC has from the Brazilian Energy Development Account (Conta de Desenvolvimento Energético – CDE)that were pledged as security on May 7, 2015.

In 2015, the Brazilian government implemented a new pricing policy for the electricity sector and has already implemented price increases in the first quarter of 2015. We expected that this new policy would strengthen the financial situation of the companies in the electricity sector and, consequently reduce their insolvency on payables from fuel oil and other products supplied, which has not occurred yet. Due to the time lag between starting to charge higher electricity prices from end customers and the improvement of the financial situation of the companies in the electricity sector, the payments from end customer that will be transferred to the CCC and used to refund the electricity generation companies is taking longer than expected and the companies have not been fully refunded.

13


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

As a result, the Company is in negotiations to address the overdue receivables, including the potential collateralization of the receivables. The Company has not entered into additional debt acknowledgement agreements yet, but it has established the necessary framework to collateralize the receivables, as set out in Interministerial Ordinance 372/2015, issued on August 5, 2015, authorizing a renegotiation of CDE’s debt with respect to overdue receivables between December 1, 2014 and June 30, 2015, with companies that are creditors of the CCC. This authorization enables the Company to enter into contracts to pledge additional credits of the CDE as collateral. CDE’ budget for 2015, as set out in table 4 of Techinical Note 33/2015 issued by the Superintendent of Electricity Prices and the Superintendent of Electricity Distribution Services of the Brazilian Electricity Agency (SGT-SRG/ANEEL) on February 26, 2015, reserves sufficient funds for the renegotiations authorized in the Interministerial Ordinance. In addition, the regulators have been discussing alternatives that could reduce the mismatch between the cash flows (from the CDE/CCC to Petrobras and Petrobras Distribuidora - BR).

Therefore, based on Management’s best judgment, the Company has recognized in the quarter ended June 30, 2015 an alllowance for impairment of trade receivables of US$ 125, with respect to products supplied after November 1, 2014, which were overdue as of June 30, 2015 and uncollateralized.

In addition, the Company recognized a reversal of allowance for impairment of trade receivables of US$ 100, with respect to receivables from Cigás. This was the result of a preliminary injunction from a Brazilian court that granted the Company access to restricted funds in a blocked bank account that was attached to a commercial contract with Cigás, and is the subject of a legal dispute.

8.            Inventories

 

06.30.2015

12.31.2014

Crude oil

4,025

3,977

Oil products

4,066

4,333

Intermediate products

696

854

Natural gas and LNG (*)

347

358

Biofuels

161

150

Fertilizers

60

34

 

9,355

9,706

Materials, supplies and others

1,550

1,806

 

10,905

11,512

Current

10,885

11,466

Non-current

20

46

 

 

 

(*) Liquid natural gas

 

 

 

Inventories are presented net of a US$ 9 allowance reducing inventories to net realizable value (US$ 150 as of December 31, 2014), mainly due to the decrease in international prices of crude oil and oil products. In the six-month period ended June 30, 2015 the Company recognized a US$ 19 allowance reducing inventories to net realizable value recognized as cost of sales (US$ 211 in the six-month period ended June 30, 2014).

A portion of the crude oil and/or oil products inventories have been pledged as security for the Terms of Financial Commitment (TFC) signed by Petrobras and Petros in the amount of US$ 2,098 (US$ 2,316 as of December 31, 2014), as set out in note 21.1.

14


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

9.            Disposal of assets and legal mergers

9.1.       Disposal of assets

Disposal of assets in Argentina

On March 30, 2015, Petrobras Argentina S.A., PESA, disposed of its interest in assets located in the Austral Basin in Santa Cruz to Compañía General de Combustibles S.A. (CGC) for a lump-sum payment of US$ 101 made on the same date. The Company recognized a US$ 77 gain in other income.

Innova S.A.

On August 16, 2013, the Board of Directors of Petrobras approved the disposal of 100% of the share capital of Innova S.A. to Videolar S.A. and its controlling shareholder for US$ 369, subject to certain condition precedent, such as approval by the Brazilian Antitrust Regulator (Conselho Administrativo de Defesa Econômica – CADE).

On October 30, 2014 the transaction was concluded as set out in the sales and purchase agreement and a US$ 57 gain was recognized in other income.

On March 31, 2015, a final price adjustment was agreed between the parties and was paid. The Company recognized the additional payment received of US$ 78 in other income.

9.2.       Legal mergers

On January 30, 2015, the Shareholders’ Extraordinary General Meeting of Petrobras approved the mergers of Arembepe Energia S.A. and Energética Camaçari Muricy S.A. into Petrobras.

The objective of these mergers is to simplify the corporate structure of the Company, reduce costs and capture synergies. These mergers did not affect share capital or the Company’s consolidated financial statements.

15


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

10.        Investments

10.1.   Investments in associates and joint ventures

 

Carrying amount of the investments

Share of earnings in the investments

Investments accounted for using the equity method

06.30.2015

12.31.2014

Jan-Jun/2015

Jan-Jun/2014

 

 

 

 

 

Braskem S.A.

1,336

1,711

160

89

Petrobras Oil & Gas B.V. - PO&G

1,688

1,714

24

125

Guarani S.A.

395

518

(24)

(11)

State-controlled Natural Gas Distributors

303

340

35

59

Nova Fronteira Bioenergia S.A.

143

163

4

6

Petrowayu S.A.

136

136

(1)

Petroritupano S.A.

111

112

(1)

(2)

Other petrochemical investees

54

66

7

15

UEG Araucária Ltda

62

73

18

21

Petrokariña S.A.

45

45

Other associates (*) (**)

730

858

(108)

42

 

5,003

5,736

115

343

Other investees

21

17

 

5,024

5,753

115

343

 

 

 

 

 

(*) Includes impairment losses of US$ 95, as set out in note 13.2.

(**) Includes a 5% investment in Sete Brasil and a 4.59% investment in FIP Sondas (which owns 95% of Sete Brasil), totaling US$ 284 as of June 30, 2015 (US$ 281 as of December 31, 2014). These investments have been identified as a separate Cash-Generating Units. Sete Brasil holds interest in 29 SPEs and each SPE will have title to a drilling rig, which are now under construction at Brazilian shipyards. As a result of studies currently being carried out to evaluate the entire project, no impairment losses could be measured as of June 30, 2015 with respect to these investments.

 

 

 

10.2.   Investments in listed companies

 

Thousand-share lot

 

Quoted stock exchange prices (US$  per share)

Market value

Company

06.30.2015

12.31.2014

Type

06.30.2015

12.31.2014

06.30.2015

12.31.2014

 

 

 

 

 

 

 

 

Indirect subsidiary

 

 

 

 

 

 

 

Petrobras Argentina S.A.

1,356,792

1,356,792

Common

0.93

0.65

1,264

879

 

 

 

 

 

 

1,264

879

 

 

 

 

 

 

 

 

Associate

 

 

 

 

 

 

 

Braskem S.A.

212,427

212,427

Common

3.17

4.07

674

864

Braskem S.A.

75,793

75,793

Preferred A

4.39

6.59

333

499

 

 

 

 

 

 

1,007

1,363

 

 

 

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

Braskem S.A. - Investment in publicly traded associate:

Braskem’s shares are publicly traded on stock exchanges in Brazil and abroad. The quoted market value of the investment as of June 30, 2015, was US$ 1,007, based on the quoted values of both Petrobras’ interest in Braskem’s common stock (47% of the outstanding shares), and preferred stock (22% of the outstanding shares). However, there is extremely limited trading of the common shares, since non-signatories of the shareholders’ agreement hold only approximately 3% of the common shares.

16


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

In addition, given the operational relationship between Petrobras and Braskem, on December 31, 2014, the recoverable amount of the investment, for impairment testing purposes, was determined based on value in use, considering future cash flow projections and the manner in which the Company can derive value from this investment via dividends and other distributions to arrive at its value in use. As the recoverable amount was higher than the carrying amount, no impairment losses were recognized for this investment.

The main assumptions on which cash flow projections were based to determine Braskem’s value in use are set out in note 14 to the Company’s consolidated financial statements for the year ended December 31, 2014.

11.        Property, plant and equipment

 

Land, buildings and improvement

Equipment and other assets

Assets under construction (*)

Exploration and development costs (Oil and gas producing properties)

Total

Balance at January 1, 2014

7,868

90,405

79,758

49,870

227,901

Additions

30

2,031

30,362

580

33,003

Additions to / review of estimates of decommissioning costs

1,999

1,999

Capitalized borrowing costs

3,592

3,592

Write-offs              

(9)

(57)

(4,024)

(196)

(4,286)

Write-off - overpayments incorrectly capitalized

(35)

(1,160)

(1,078)

(91)

(2,364)

Transfers (***)

2,685

25,371

(36,178)

23,078

14,956

Depreciation, amortization and depletion

(534)

(7,381)

(4,888)

(12,803)

Impairment recognition (****)

(899)

(1,398)

(11,670)

(2,839)

(16,806)

Impairment reversal (****)

17

3

20

Cumulative translation adjustment

(1,071)

(9,832)

(7,819)

(7,760)

(26,482)

Balance at December 31, 2014

8,035

97,996

52,943

59,756

218,730

Cost

10,979

142,030

52,943

88,023

293,975

Accumulated depreciation, amortization and depletion

(2,944)

(44,034)

(28,267)

(75,245)

Balance at December 31, 2014

8,035

97,996

52,943

59,756

218,730

Additions

191

538

10,184

208

11,121

Additions to / review of estimates of decommissioning costs

(18)

(18)

Capitalized borrowing costs

920

920

Write-offs              

(3)

(23)

(599)

(106)

(731)

Transfers

424

4,861

(9,544)

5,066

807

Depreciation, amortization and depletion

(280)

(3,199)

(2,357)

(5,836)

Impairment recognition

(2)

(309)

(71)

(382)

Cumulative translation adjustment

(1,125)

(10,626)

(6,264)

(8,344)

(26,359)

Balance at June 30, 2015

7,242

89,545

47,331

54,134

198,252

Cost

10,108

131,749

47,331

80,592

269,780

Accumulated depreciation, amortization and depletion

(2,866)

(42,204)

(26,458)

(71,528)

Balance at June 30, 2015

7,242

89,545

47,331

54,134

198,252

 

 

 

 

 

 

Weighted average of useful life in years

40 (25 to 50 ) (except land)

20 (3 to 31) (**)

 

Units of production method

 

 

 

 

 

 

 

(*) See note 28 for assets under construction by business area

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

(***) Includes US$ 10,446 reclassified from Intangible Assets to Property, Plant and Equipment in 2014, as a result of the declaration of commerciality of areas of the Assignment Agreement (See note 12.3 to the Company's consolidated financial statements for the year ended December 31, 2014).

(****) For more detailed information, see Note 14 to the Company's consolidated financial statements for the year ended December 31, 2014.

 

 

As of June 30, 2015, property, plant and equipment include assets under finance leases of US$ 159 (US$ 72 as of December 31, 2014).

The Company’s property, plant and equipment include US$ 24,111 related to the acquisition costs of areas in the Assignment Agreement.

17


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

12.        Intangible assets

12.1.   By class of assets

 

 

Software

 

 

 

Rights and Concessions

Acquired

Developed in-house

Goodwill

Total

Balance at January 1, 2014

14,381

142

496

400

15,419

Addition

92

41

118

251

Capitalized borrowing costs

8

8

Write-offs

(93)

(5)

(10)

(108)

Transfers (**)

(10,346)

7

9

(1)

(10,331)

Amortization

(35)

(54)

(131)

(220)

Impairment recognition

(8)

(8)

Impairment reversal

6

6

Cumulative translation adjustment

(405)

(12)

(58)

(33)

(508)

Balance at December 31, 2014

3,592

119

432

366

4,509

Cost

4,003

578

1,281

366

6,228

Accumulated amortization

(411)

(459)

(849)

(1,719)

Balance at December 31, 2014

3,592

119

432

366

4,509

Addition

7

8

39

54

Capitalized borrowing costs

3

3

Write-offs

(19)

(1)

(20)

Transfers (**)

7

7

Amortization

(12)

(17)

(48)

(77)

Impairment recognition

(30)

(30)

Cumulative translation adjustment

(464)

(17)

(60)

(36)

(577)

Balance at June 30, 2015

3,074

93

372

330

3,869

Cost

3,356

522

1,143

330

5,351

Accumulated amortization

(282)

(429)

(771)

(1,482)

Balance at June 30, 2015

3,074

93

372

330

3,869

Estimated useful life - years

(*)

5

5

Indefinite

 

 

 

 

 

 

 

(*) Mainly comprised of assets with indefinite useful lives, which are reviewed annually to determine whether events and circumstances continue to support an indefinite useful life assessment.

(**) Includes US$ 10,446 reclassified from Intangible Assets to Property Plant and Equipment in 2014, as a result of the declaration of commerciality of areas of the Assignment Agreement. See Note 12.3 to the Company's consolidated financial statements for the year ended December 31, 2014.

 

 

18


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

13.        Impairment

The Company’s assets are tested for impairment annually or when there is an indication that their carrying amount may not be recoverable.

Based on the new 2015 to 2019 Business and Management Plan - BMP (Plano de Negócios e Gestão - PNG), indicating a decrease in its investment portfolio when compared to the previous BMP.

The postponement of certain projects or removal from the BMP are indicators of possible impairment and, therefore, the respective assets were tested for impairment at June 30, 2015.

13.1.   Property, plant and equipment and intangible assets

For impairment testing purposes, the Company prioritized the use of the value in use of the assets for which there was an indication that their carrying amount may not be recoverable (individually or grouped into cash-generating units - CGUs). In measuring the value in use of an asset (or a CGU) the Company bases its cash flow projections on: (i) the estimated useful life of the asset or assets grouped into the CGU; (ii) assumptions and financial budgets/forecasts approved by Management for the period corresponding to the expected life cycle of each different business; and (iii) a pre-tax discount rate, which is derived from the Company’s post-tax weighted average cost of capital (WACC). The Company’s identified CGUs are set out in note 5.2 to its financial statements for the year ended December 31, 2014.

Projects postponed by the Company’s Management did not result in impairment losses for the respective assets or cash-generating units.

However, considering changes in future circumstances and projections, projects removed from the 2015-2019 BMP were also removed from their cash-generating units (set out in the Company’s financial statements for the year ended December 31, 2014 and when those assets had not suffered impairment losses) and were tested for impairment individually.

Impairment losses of US$ 419 were recognized in other expenses in the quarter ended June 30, 2015 as a result of the stand-alone basis impairment tests carried out for those assets, as set out below:

Assets or CGU, by nature

Impairment losses

Business segment

Nitrogen Fertilizer Plant - UFN-V

190

Gas & Power

RTM Assets

118

RTM

Producing properties: E&P activities in Brazil (several CGUs) and assets held for sale (*)

81

E&P - Brazil

Signature bonuses (Intangible Assets) - Petrobras America (PAI)

30

E&P - Int'l

 

419

 

(*) Includes impairment losses of US$ 8 in property, plant and equipment and US$ 7 in accounts receivable related to the disposal of Bijupirá and Salema fields.

 

 

 

In the future, the Company will be determining possible uses for these assets, including: (i) using parts and equipment from those projects in other projects; (ii) divesting; (iii) looking for partners for those projects; or (iv) writing off those assets.

13.2.   Investments in associates and joint ventures

The Company’s impairment tests of investments in associates and joint ventures resulted in impairment losses of US$ 54 in its biofuels segment, due to projects that were removed from the Company’s 2015-2019 BMP. In addition, a US$ 41 impairment loss was recognized in Copacabana Drilling B.V., Grumari Drilling B.V., Ipanema Drilling B.V., Leblon Drilling B.V., Leme Drilling B.V. and Marambaia Drilling B.V., which are associates of Petrobras Netherland B.V. (PNBV, a wholly-owned subsidiary of Petrobras) and are indirectly controlled by Sete Brasil.

19


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

Those losses (US$ 95) were recognized in share of earnings in equity-accounted investments.

14.        Exploration for and evaluation of oil and gas reserves

Exploration and evaluation activities include the search for oil and gas beginning with the acquisition of legal rights to explore a specific area through to the declaration of the technical and commercial viability of the reserves.

Changes in the balances of capitalized costs directly associated with exploratory wells pending determination of proved reserves and the balance of amounts paid for obtaining rights and concessions for exploration of oil and natural gas (capitalized acquisition costs) are set out in the following table.

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (*)

06.30.2015

12.31.2014

Property plant and equipment

 

 

Opening Balance

7,000

8,802

Additions to capitalized costs pending determination of proved reserves

1,560

4,272

Capitalized exploratory costs charged to expense

(523)

(1,366)

Transfers upon recognition of proved reserves

(157)

(3,835)

Cumulative translation adjustment

(999)

(873)

Closing Balance

6,881

7,000

Intangible Assets

2,604

3,044

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs

9,485

10,044

 

 

 

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

 

 

 

Exploration costs recognized in the statement of income and cash used in oil and gas exploration and evaluation activities are set out in the table below:

Exploration costs recognized in the statement of income

Jan-Jun/2015

Jan-Jun/2014

Geological and geophysical expenses

230

309

Exploration expenditures written off (incl.dry wells and signature bonuses)

555

1,117

Other exploration expenses

20

28

Total expenses

805

1,454

 

 

 

Cash used in :

Jan-Jun/2015

Jan-Jun/2014

Operating activities

250

337

Investment activities

1,665

2,559

Total cash used

1,915

2,896

 

 

15.        Trade payables

 

06.30.2015

12.31.2014

Third parties in Brazil

3,977

4,949

Third parties abroad

3,492

4,240

Related parties

454

571

Balance on current liabilities

7,923

9,760

 

 

20


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

16.        Finance debt

The Company obtains funding through debt financing for capital expenditures to develop crude oil and natural gas producing properties, construct vessels and pipelines, construct and expand industrial plants, among other uses.

The Company has covenants in its loan agreements and notes issued in the capital markets requiring, among other obligations, the presentation of interim financial statements within 90 days of the end of each quarter (not reviewed by independent auditors) and audited financial statements within 120 days of the end of each fiscal year. Non-compliance with these obligations do not represent immediate events of default and the grace period in which the Company has to deliver these financial statements ranges from 30 to 60 days, depending on the agreement. Delivering financial statements is an obligation included in most financing agreements and non-compliance with that obligation could trigger an event of default and a right to accelerate the debt.

A roll-forward of non-current debt is set out below:

 

Export

Credit

Agencies

Banking Market

Capital Market

Others

Total

Non-current

 

 

 

 

 

In Brazil

 

 

 

 

 

Opening balance at January 1 , 2014

29,000

1,211

49

30,260

Additions (new funding obtained)

4,319

359

4,678

Interest incurred during the year

202

2

204

Foreign exchange/inflation indexation charges

1,033

79

1

1,113

Transfer from long term to short term

(1,440)

(156)

(18)

(1,614)

Cumulative translation adjustment (CTA)

(3,826)

(194)

(4)

(4,024)

Balance at December 31, 2014

29,288

1,301

28

30,617

Abroad

 

 

 

 

 

Opening balance at January 1 , 2014

5,805

26,908

42,572

690

75,975

Additions (new funding obtained)

281

6,710

13,766

20,757

Interest incurred during the year

4

22

46

8

80

Foreign exchange/inflation indexation charges

103

412

(1,433)

20

(898)

Transfer from long term to short term

(742)

(3,411)

(1,260)

(42)

(5,455)

Cumulative translation adjustment (CTA)

(207)

(743)

119

(27)

(858)

Balance at December 31, 2014

5,244

29,898

53,810

649

89,601

Total Balance at December 31, 2014

5,244

59,186

55,111

677

120,218

Non-current

 

 

 

 

 

In Brazil

 

 

 

 

 

Opening balance at January 1 , 2015

29,288

1,301

28

30,617

Additions (new funding obtained)

3,115

3,115

Interest incurred during the year

164

164

Foreign exchange/inflation indexation charges

1,288

50

1,338

Transfer from long term to short term

(737)

(81)

(2)

(820)

Cumulative translation adjustment (CTA)

(4,304)

(184)

(4)

(4,492)

Balance as of June 30, 2015

28,814

1,086

22

29,922

Abroad

 

 

 

 

 

Opening balance at January 1 , 2015

5,244

29,898

53,810

649

89,601

Additions (new funding obtained)

163

4,961

2,045

7,169

Interest incurred during the year

3

17

24

4

48

Foreign exchange/inflation indexation charges

178

597

(742)

23

56

Transfer from long term to short term

(406)

(1,011)

(4,542)

(22)

(5,981)

Cumulative translation adjustment (CTA)

(179)

(875)

(248)

(24)

(1,326)

Balance as of June 30, 2015

5,003

33,587

50,347

630

89,567

Total Balance as of June 30, 2015

5,003

62,401

51,433

652

119,489

 

 

 

 

06.30.2015

12.31.2014

Short-term debt

2,239

3,484

Current portion of long-term debt

10,700

6,845

Accrued interest

1,439

1,539

 

14,378

11,868

 

21


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

16.1.   Summarized information on current and non-current finance debt

Maturity in

2015

2016

2017

2018

2019

2020 onwards

Total (*)

Fair value

Financing in Brazilian Reais (BRL):

929

2,390

2,137

2,581

4,329

10,500

22,866

20,122

Floating rate debt

509

2,059

1,557

2,009

3,769

8,375

18,278

 

Fixed rate debt

420

331

580

572

560

2,125

4,588

 

Average interest rate

12.0%

12.8%

12.5%

11.6%

10.7%

9.0%

10.5%

 

Financing in U.S.Dollars (USD):

5,639

9,010

8,775

11,116

17,899

37,325

89,764

83,654

Floating rate debt

4,923

4,356

5,112

8,687

13,031

13,527

49,636

 

Fixed rate debt

716

4,654

3,663

2,429

4,868

23,798

40,128

 

Average interest rate

3.0%

4.2%

4.5%

4.3%

4.5%

6.0%

5.0%

 

Financing in BRL indexed to USD:

220

396

705

704

701

6,122

8,848

9,050

Floating rate debt

12

24

23

22

19

54

154

 

Fixed rate debt

208

372

682

682

682

6,068

8,694

 

Average interest rate

7.3%

7.2%

7.0%

7.1%

7.0%

7.0%

7.0%

 

Financing in Pound Sterling (£):

94

2,700

2,794

2,459

Fixed rate debt

94

2,700

2,794

 

Average interest rate

7.2%

6.0%

6.0%

 

Financing in Japanese Yen (¥):

263

385

93

84

825

799

Floating rate debt

42

84

84

84

294

 

Fixed rate debt

221

301

9

531

 

Average interest rate

1.0%

1.8%

0.8%

0.7%

1.3%

 

Financing in Euro (€):

145

13

13

3,066

1,456

4,070

8,763

8,380

Floating rate debt

7

12

12

12

12

174

229

 

Fixed rate debt

138

1

1

3,054

1,444

3,896

8,534

 

Average interest rate

0.8%

1.9%

1.9%

3.8%

3.9%

4.3%

4.0%

 

Financing in other currencies:

6

1

7

7

Fixed rate debt

6

1

7

 

Average interest rate

14.1%

15.3%

14.3%

 

Total as of June 30, 2015

7,296

12,195

11,723

17,551

24,385

60,717

133,867

124,471

 

4.2%

5.9%

6.1%

5.4%

5.6%

6.5%

6.0%

 

 

 

 

 

 

 

 

 

 

Total as of December 31, 2014

11,868

12,572

11,948

17,789

24,189

53,720

132,086

122,713

 

 

 

 

 

 

 

 

 

* The average maturity of outstanding debt as of June 30, 2015 is 7.42 years (6.1 years as of December 31, 2014).

 

 

The fair value of the Company's finance debt is determined primarily by quoted prices in active markets for identical liabilities (level 1), when applicable - US$ 51,425 as of June 30, 2015. When a quoted price for an identical liability is not available, the fair value is determined based on the yield curve of the Company's most liquid bonds (level 2) - US$ 73,046 as of June 30, 2015.

The sensitivity analysis for financial instruments subject to foreign exchange variation is set out in note 31.2.

16.2.    Capitalization rate used to determine the amount of borrowing costs eligible for capitalization

The capitalization rate used to determine the amount of borrowing costs eligible for capitalization was the weighted average of the borrowing costs applicable to the borrowings that were outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. In the first half of 2015, the capitalization rate was 4.93% p.a. (4.38% p.a. in the first half of 2014). This rate was applied to the balance of assets under construction as the basis for capitalizing borrowing costs, when eligible.

22


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

16.3.   Lines of credit – Outstanding balance

Company

Available (Lines of Credit)

Used

Balance

Abroad

 

 

 

PGT

500

500

Petrobras

1,500

1,500

In Brazil

 

 

 

Transpetro

3,242

1,088

2,154

Petrobras

1,975

1,659

316

PNBV

3,184

402

2,782

Liquigás

45

44

1

 

 

 

 

 

16.4.   Collateral

The financial institutions that have provided financing to the Company have not required Petrobras to provide collateral related to loans, except for certain specific funding instruments to promote economic development, which are collateralized by tangible assets.

The loans obtained by structured entities are collateralized based on the projects’ assets, as well as liens on receivables of the structured entities. Certain wholly-owned subsidiaries issue securities that are fully and unconditionally guaranteed by Petrobras (note 33).

The Company’s capital market financing relates primarily to unsecured global notes.

17.        Leases

17.1.   Future minimum lease payments / receipts – finance leases

 

Receipts

Payments

Estimated lease payments / receivable

Future Value

Annual Interest

Present Value

Future Value

Annual Interest

Present Value

2015

101

(64)

37

15

(1)

14

2016 – 2019

767

(464)

303

64

(32)

32

2020 and thereafter

1,737

(535)

1,202

208

(185)

23

As of June 30, 2015

2,605

(1,063)

1,542

287

(218)

69

Current

 

 

67

 

 

15

Non-current

 

 

1,475

 

 

54

As of June 30, 2015

 

 

1,542

 

 

69

Current

 

 

59

 

 

16

Non-current

 

 

1,455

 

 

56

As of December 31, 2014

 

 

1,514

 

 

72

 

17.2.   Future minimum lease payments – non-cancelable operating leases

Operating leases mainly include oil and gas production units, drilling rigs and other exploration and production equipment, vessels and support vessels, helicopters, land and building leases.

23


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

2015

9,200

2016 - 2019

41,998

2020 and thereafter

60,486

At June 30, 2015

111,684

As of December 31, 2014

118,404

 

 

 

 

As of June 30, 2015, the balance of estimated future minimum lease payments under operating leases includes US$ 66,254 (US$ 69,565 as of December 31, 2014) with respect to assets under construction, for which the lease term has not commenced.

In the first half of 2015, the Company recognized expenditures of US$ 5,233 (US$ 5,237 in the first half of 2014) for operating lease installments.

18.        Related party transactions

The Company has a related-party transactions policy, approved by its Board of Directors, which establishes rules to ensure that all decisions involving related parties and potential conflicts of interest take into account applicable laws in the countries in which the Company operates and the parties involved in negotiations.

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

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

 

 

Jan-Jun/2015

 

06.30.2015

Jan-Jun/2014

 

12.31.2014

 

Income (expense)

Assets

Liabilities

Income (expense)

Assets

Liabilities

Joint ventures and associates

 

 

 

 

 

 

State-controlled gas distributors

1,763

374

95

2,240

506

195

Petrochemical companies

2,118

64

31

3,855

205

82

Other associates and joint ventures

308

143

194

570

152

263

 

4,189

581

320

6,665

863

540

Government entities

 

 

 

 

 

 

Government bonds

213

2,853

355

4,339

Banks controlled by the Federal Government

(1,871)

4,028

29,065

(1,206)

3,814

28,304

Receivables from the Electricity sector (Note 7.4)

399

2,978

402

2,966

Petroleum and alcohol account - receivables from Federal government (Note 18.2)

2

273

317

Federal Government - dividends and interest on capital

(26)

Others

23

199

219

3

241

224

 

(1,234)

10,331

29,284

(472)

11,677

28,528

Pension plans

54

135

 

2,955

10,912

29,658

6,193

12,540

29,203

Revenues (mainly sales revenues)

4,512

 

 

7,073

 

 

Foreign exchange and inflation indexation charges, net

(735)

 

 

(164)

 

 

Finance income (expenses), net

(822)

 

 

(716)

 

 

 

 

 

 

 

 

 

Current assets

 

4,845

 

 

6,715

 

Non-current assets

 

6,067

 

 

5,825

 

Current liabilities

 

 

3,662

 

 

1,855

Non-current liabilities

 

 

25,996

 

 

27,348

 

2,955

10,912

29,658

6,193

12,540

29,203

 

 

 

18.2.   Petroleum and Alcohol accounts - Receivables from Federal Government

As of June 30, 2015, the balance of receivables related to the Petroleum and Alcohol accounts was US$ 273 (US$ 317 as of December 31, 2014). 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.

24


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

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. Court-ordered expert proceedings are ongoing.

18.3.   Compensation of employees and officers

Petrobras’ key management compensation is set out below:

 

Jan-Jun/ 2015

Jan-Jun/ 2014

 

Officers

Board

Total

Officers

Board

Total

Wages and short-term benefits

2.3

0.2

2.5

2.1

0.3

2.4

Social security and other employee-related taxes (*)

0.6

0.6

0.6

0.6

Post-employment benefits (pension plan)

0.2

0.2

0.1

0.1

Total compensation recognized in the statement of income

3.1

0.2

3.3

2.8

0.3

3.1

Total compensation paid

3.1

0.2

3.3

3.9

0.3

4.2

 

 

 

 

 

 

 

Number of members

8

10

18

7

10

17

(*) The compensation of executive officers and directors is based on legal requirements and guidelines established by the Brazilian Department of Oversight and Governance of State-controlled Companies (Departamento de Coordenação e Governança das Empresas Estatais - DEST). DEST determined that social security and other employee-related taxes were included in the key management compensation proposed at the Annual General Meeting of 2014. Those taxes had been included in 2014, but were not disclosed in the notes to the financial statements.

 

 

 

In the first half of 2015 the compensation of board members and officers for the consolidated Petrobras group amounted to US$ 10.5 (US$ 14.3 in the first half of 2014).

The Extraordinary General Meeting held on July 1, 2015 amended article 18 of the Company's Bylaws to allow board members to have alternates, limited to the following two years period; and article 41 to permit that board members alternates may participate in all board meetings and receive a fixed monthly compensation, subject to the total board members compensation limits established in the General Meeting.

The Extraordinary General Meeting also voted to increase the total board members compensation established at the Annual General Meeting held on April 29, 2015, by US$ 245 thousand, in order to cover the compensation of the alternate board members from July 2015 to March 2016.

19.        Provision for decommissioning costs

Non-current liabilities

06.30.2015

12.31.2014

Opening balance

8,267

7,133

Adjustment to provision

(43)

2,430

Payments made

(627)

(679)

Interest accrued

132

201

Others

81

75

Cumulative translation adjustment

(1,178)

(893)

Closing balance

6,632

8,267

 

 

 

25


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

20.        Taxes

20.1.   Income taxes and other taxes

Income taxes

Current assets

Current liabilities

 

06.30.2015

12.31.2014

06.30.2015

12.31.2014

Taxes in Brazil

885

1,018

233

139

Taxes abroad

9

45

60

108

 

894

1,063

293

247

 

 

 

Other taxes

Current assets

Non-current assets

Current liabilities

 

06.30.2015

12.31.2014

06.30.2015

12.31.2014

06.30.2015

12.31.2014

 

 

 

 

 

 

 

Current / Deferred ICMS (VAT)

1,299

1,772

643

787

1,241

1,275

Current / Deferred PIS and COFINS (taxes on revenues)

875

829

2,503

2,983

365

295

CIDE

22

13

146

8

Production taxes

1,283

1,517

Withholding income taxes

433

486

Tax on financial operations (IOF)

1,409

Others

66

73

175

230

238

281

 

2,262

2,687

3,321

4,000

5,115

3,862

Taxes abroad

44

61

9

8

144

202

 

2,306

2,748

3,330

4,008

5,259

4,064

 

 

On July 16, 2015 Petrobras paid US$ 514 (US$ 385 in cash and US$ 129 in tax credits) related to a definitive ruling at the administrative stage with respect to a Tax Deficiency Notice issued by the Brazilian Federal Tax Authorities. The notice is related to the tax on financial operations (Imposto sobre operações financeiras - IOF) applicable to intercompany loans made by Petrobras to foreign subsidiaries in 2008.

In addition, Joint Ordinance 1,064 (Portaria Conjunta RFB/PGFN 1.064) issued on July 30, 2015 by the Brazilian Federal Tax Authorities and by the Brazilian Federal Tax Attorney General's Office, and Normative Instruction 1,576/15 (Instrução Normativa RFB 1.576/15) issued by the Brazilian Federal Tax Authorities, both published on August 3, 2015, provide taxpayers that participated in the 2014 tax amnesty program (pursuant to Law 12,996/14), an opportunity for relief in connection with additional existing federal tax debts. The Company has decided to pay the Tax Deficiency Notices issued by the Brazilian Federal Tax Authorities related to the tax on financial operations (IOF) applicable to intercompany loans made by Petrobras to foreign subsidiaries in 2007, 2009 and 2010 and to pay its debts related to the IOF applicable to similar intercompany loans made in other periods, for which a Tax Deficiency Notice had not been issued (2011 and 2012), in the amount of US$ 909. The Company has also modified its procedures with respect to the payment of the IOF applicable to this kind of transaction.

As a result, the Company recognized other taxes expense of US$ 1,000 and finance expense of US$ 423 in the quarter ended June 30, 2015.

The Company is currently carrying out studies to evaluate the use of the relief provided by the tax amnesty program to pay additional contingent tax liabilities (related to Brazilian Federal taxes).

26


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

20.2.   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, 2014

(13,406)

(4,006)

1,984

(518)

409

4,811

575

1,343

32

(8,776)

Recognized in the statement of income for the year

(2,055)

3,917

401

(42)

182

2,965

(7)

(1,418)

(898)

3,045

Recognized in shareholders’ equity

1,949

(41)

(192)

1,351

3,067

Cumulative translation adjustment

1,814

302

(441)

86

(75)

(842)

(66)

68

(133)

713

Others

(3)

(70)

(77)

10

(51)

1

116

(74)

Balance at December 31, 2014

(13,647)

210

3,823

(592)

526

6,691

503

(7)

468

(2,025)

Recognized in the statement of income for the period

(880)

(526)

51

14

31

824

72

8

(883)

(1,289)

Recognized in shareholders’ equity

67

2,446

(67)

(229)

311

2,528

Cumulative translation adjustment

2,005

158

(800)

90

(79)

(856)

(82)

(1)

(294)

141

Others

(99)

96

(1)

(4)

(4)

(12)

Balance at June 30, 2015

(12,522)

(190)

5,616

(555)

477

6,426

493

(402)

(657)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

 

 

 

1,006

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

(3,031)

Balance at December 31, 2014

 

 

 

 

 

 

 

 

 

(2,025)

 

 

 

 

 

 

 

 

 

 

 

Deferred tax assets

 

 

 

 

 

 

 

 

 

931

Deferred tax liabilities

 

 

 

 

 

 

 

 

 

(1,588)

Balance at June 30, 2015

 

 

 

 

 

 

 

 

 

(657)

(*) Relates primarily to disposal of interests in investees or mergers.

 

 

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.

 

27


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

20.3.   Brazilian Tax Law – Law 12,973

On May 14, 2014, Law 12,973 was enacted, establishing, among other matters, the repeal of the Transition Tax Regime (Regime Tributário de Transição - RTT) established by Law 11,941 enacted on May 27, 2009.

Regulation for this law was established by Normative Instruction 1,515, issued on November 24, 2014 and by Normative Instruction 1,520, issued on  December 4, 2014, both issued by the Federal Revenue Secretariat of Brazil (Secretaria da Receita Federal do Brasil).

Management decided to adopt articles 1, 2 and 4 to 70 of Law 12,973/2014, with respect to the adoption of the new tax regime (repealing RTT), beginning in 2015.

20.3.1.   Brazilian income taxes on income of companies incorporated outside Brazil

As of June 30, 2015 the Company has recognized additional income taxes expenses of US$ 357 related to Brazilian income taxes on income of companies incorporated outside Brazil in the first half of 2015, as set out in the amended Brazilian Tax Law.

20.4.   Reconciliation between statutory tax rate and effective tax expense rate

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/2015

Jan-Jun/2014

Income before income taxes

3,802

6,738

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

(1,293)

(2,291)

Adjustments to arrive at the effective tax rate:

 

 

·    Different jurisdictional tax rates for companies abroad

399

448

·    Tax incentives

4

27

·    Tax loss carryforwards (unrecognized tax losses)

(145)

(14)

·    Non taxable income (deductible expenses), net (*)

(510)

(176)

·    Tax credits of companies abroad in the exploration stage

(1)

. Brazilian income taxes on income of companies incorporated outside Brazil

(357)

·    Others

(24)

44

Income taxes benefit (expense)

(1,926)

(1,963)

Deferred income taxes

(1,289)

(1,014)

Current income taxes

(637)

(949)

 

(1,926)

(1,963)

Effective tax rate

50.7%

29.1%

 

 

 

(*) Includes the principal portion of the IOF tax contingency, as set out in note 20.1 (only the interest and inflation indexation portions are deductible) and share of earnings in equity-accounted investees.

 

 

28


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

21.        Employee benefits (Post-Employment)

21.1.   Pension and medical benefits

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

Changes in the pension and medical benefits to employees are set out below:

 

Petros Plan

Medical Plan

 

 

 

Petros

Petros 2

AMS

Other plans

Total

Balance at December 31, 2013

5,342

121

6,999

111

12,573

(+) Remeasurement effects recognized in OCI

3,264

143

2,538

2

5,947

(+) Costs incurred in the year

794

49

1,155

24

2,022

(-) Contributions paid

(245)

(396)

(7)

(648)

(-) Payments related to the Term of Financial Commitment (TFC)

(203)

(203)

Others

1

(13)

(12)

Cumulative translation adjustment

(1,079)

(26)

(1,277)

(10)

(2,392)

Balance at December 31, 2014

7,874

287

9,019

107

17,287

Current

440

354

2

796

Non-Current

7,434

287

8,665

105

16,491

 

7,874

287

9,019

107

17,287

(+)Costs incurred in the period

489

42

591

14

1,136

(-) Contributions paid

(97)

(186)

(6)

(289)

(-) Payments related to the Term of Financial Commitment (TFC)

(88)

(88)

Others

9

9

Cumulative translation adjustment

(1,148)

(43)

(1,315)

(19)

(2,525)

Balance at June 30, 2015

7,030

286

8,109

105

15,530

Current

375

304

1

680

Non-Current

6,655

286

7,805

104

14,850

 

7,030

286

8,109

105

15,530

 

 

Pension and medical benefit expenses recognized in the statement of income are set out below:

 

Jan-Jun/2015

 

Pension Plan

 

Medical Plan

Other Plans

Total

 

Petros

Petros 2

AMS

 

 

Current service cost

46

25

74

6

151

Interest cost over net liabilities / (assets)

443

17

517

8

985

Net costs for the period Jan-Jun/2015

489

42

591

14

1,136

Related to active employees:

 

 

 

 

 

Included in the cost of sales

146

23

141

1

311

Operating expenses

73

17

85

12

187

Related to retired employees

270

2

365

1

638

Net costs for the period Jan-Jun/2015

489

42

591

14

1,136

Net costs for the period Jan-Jun/2014

356

24

592

11

983

 

 

 

As of June 30, 2015, the Company had the balance of crude oil and oil products of US$ 2,098 pledged as security for the Terms of Financial Commitment (TFC), signed by Petrobras and Petros in 2008 (US$ 2,316 as of December 31, 2014).

In the first half of 2015 the Company's contribution to the defined contribution portion of the Petros Plan 2 was US$ 145 ( US$ 163 in the first half of 2014).

29


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

21.2.   Profit sharing

Profit sharing benefits comply with Brazilian legal requirements and those of the Brazilian Department of Coordination and Governance of StateOwned Enterprises (DEST), of the Ministry of Planning, Budget and Management, and of the Ministry of Mines and Energy, and are computed based on the consolidated net income attributable to the shareholders of Petrobras.

In March 2014, the Company and the labor unions reached an agreement regarding a new profit sharing regulation, following negotiations started in the context of the 2013/2015 Collective Bargaining Agreement.

Pursuant to the amended rules, profit sharing benefits will be computed based on the results of six corporate indicators, for which annual goals are defined by management (maximum permissible levels of crude oil and oil products spill, lifting cost excluding production taxes in Brazil, crude oil and NGL production in Brazil, feedstock processed - excluding NGL - in Brazil, vessel operating efficiency and percentage of compliance with natural gas delivery schedule).

The results of the six individual goals are factored into a consolidated result that will determine the percentage of the profit to be distributed as a profit sharing benefit to employees.

Pursuant to the amended rules, in the event the Company records a net loss for the period, profit sharing benefit will be one half of the benefit paid in the prior year in addition to half a month’s salary for each employee.

Profit sharing benefits for the first half of 2015

Based on the consolidated result of the corporate indicators for the first half of 2015, a 6.1875% distribution was applied to the net income expressed in reais and the Company recognized a profit sharing expense of US$ 126.

21.3.   Voluntary Separation Incentive Plan

In January 2014, the Company launched a Voluntary Separation Incentive Plan (PIDV), which was developed within the context of its Productivity Optimization Plan (POP) to contribute to the achievement of the goals set out in the Business and Management Plan.

On March 31, 2014 the Company recognized in other expenses in the statement of income a provision for the estimated charges. The amounts are subject to changes resulting from employees who cancel their requests for voluntary separation, impacts of Collective Bargaining Agreements, which might increase salaries before separation, inflation-indexation of the floor and the cap based on the Brazilian Consumer Price Index (IPCA), as well as variable additional incentives earned by employees.

As of June 30, 2015, 6,038 separations and 589 cancellations of requests were made for voluntary separation of employees who enrolled in the PIDV. Changes in the provision are set out below:

Balance as of December 31, 2014

390

Revision of provision

27

Separations in the period

(156)

Cumulative translation adjustment

(54)

Balance as of June 30, 2015

207

Current

128

Non-current

79

 

30


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

22.        Shareholders’ equity

22.1.   Share capital (net of share issuance costs)

As of June 30, 2015 subscribed and fully paid share capital was US$ 107,380 and share issuance costs were US$ 279 (US$ 107,380 and US$ 279 as of December 31, 2014), 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.

Preferred shares have priority on returns of capital, do not grant any voting rights and are non-convertible into common shares.

22.2.   Earnings per Share

 

Jan-Jun/2015

Jan-Jun/2014

Net income (loss) attributable to shareholders of Petrobras

2,033

4,505

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)

0.16

0.35

 

 

23.        Sales revenues

 

Jan-Jun/2015

Jan-Jun/2014

Gross sales

65,124

86,409

Sales taxes

(13,136)

(15,005)

Sales revenues (*)

51,988

71,404

Diesel

16,391

20,840

Automotive gasoline

8,790

11,821

Fuel oil (including bunker fuel)

1,408

2,100

Naphtha

1,431

3,026

Liquefied petroleum gas

1,515

1,841

Jet fuel

1,796

2,858

Other oil products

1,924

2,922

Subtotal oil products

33,255

45,408

Natural gas

3,215

3,973

Ethanol, nitrogen products, renewables and other non-oil

products

1,947

1,819

Electricity, services and others

2,731

4,074

Total domestic market

41,148

55,274

Exports

5,080

6,430

International sales (**)

5,760

9,700

Sales revenues (*)

51,988

71,404

 

 

 

(*) Analysis of sales revenues by business segment is set out in note 28.

(**) Sales revenues from operations outside of Brazil, other than exports.

 

31


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

24.        Other expenses, net

 

Jan-Jun/ 2015

Jan-Jun/ 2014

Pension and medical benefits - retirees

(638)

(481)

Unscheduled stoppages and pre-operating expenses

(603)

(528)

Impairment (losses) / reversals

(419)

6

Legal, administrative and arbitration proceedings

(260)

(342)

Institutional relations and cultural projects

(243)

(383)

Health, safety and environment

(51)

(74)

Voluntary Separation Incentive Plan - PIDV

(27)

(1,005)

E&P areas returned and cancelled projects

(20)

(222)

Government grants

6

77

Reimbursements from E&P partnership operations

160

167

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

91

347

Amounts recovered – “overpayments incorrectly capitalized”

51

Others (*)

17

(47)

 

(1,936)

(2,485)

(*) Includes US$ 164 in 2014 with respect to additional profit sharing benefits for 2013, as set out on note 22.7 of the Company's consolidated financial statements for the year ended December 31, 2014.

 

 

 

The Company has classified inventory write-downs to net realizable value as cost of sales (previously classified as other expenses, net), as it believes it is the best presentation, consistent with market practices. US$ 211 were reclassified in Jan-Jun/2014.

32


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

25.        Costs and Expenses by nature

 

Jan-Jun/2015

Jan-Jun/2014

Raw material / products for resale

(17,499)

(32,807)

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

(9,809)

(10,208)

Depreciation, depletion and amortization

(5,913)

(6,471)

Employee compensation

(5,167)

(6,983)

Production taxes

(3,530)

(7,151)

Unscheduled stoppages and pre-operating expenses

(603)

(528)

(Losses /Gains on legal, administrative and arbitration proceedings

(260)

(342)

Other taxes

(1,552)

(278)

Exploration expenditures written off (incl. dry wells and signature bonuses)

(555)

(1,117)

Institutional relations and cultural projects

(243)

(383)

Health, safety and environment

(51)

(74)

Impairment

(419)

6

E&P areas returned and cancelled projects

(20)

(222)

Amounts recovered – “overpayments incorrectly capitalized”

51

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

91

347

Allowance for impairment of trade receivables

12

(93)

Changes in inventories

1,098

1,790

 

(44,369)

(64,514)

In the Statement of income

 

 

Cost of sales

(35,841)

(54,858)

Selling expenses

(1,867)

(2,397)

General and administrative expenses

(1,846)

(2,240)

Exploration costs

(805)

(1,454)

Research and development expenses

(396)

(520)

Other taxes

(1,552)

(278)

Other expenses, net

(1,936)

(2,485)

Profit sharing

(126)

(282)

 

(44,369)

(64,514)

 

 

26.        Net finance income (expense)

 

Jan-Jun/2015

Jan-Jun/2014

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

(1,564)

209

Debt interest and charges

(3,316)

(3,286)

Income from investments and marketable securities

320

524

Financial result on net debt

(4,560)

(2,553)

Capitalized borrowing costs

923

1,886

Gains (losses) on derivatives, net

(94)

(17)

Interest income from marketable securities

25

32

Other finance expense and income, net

(487)

(154)

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

261

311

Finance income (expenses), net

(3,932)

(495)

Income

456

781

Expenses

(3,099)

(1,788)

Foreign exchange gains/ (losses) and inflation indexation charges, net

(1,289)

512

 

(3,932)

(495)

 

 

 

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

 

33


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

27.        Supplemental information on statement of cash flows

 

Jan-Jun/2015

Jan-Jun/2014

 

 

 

Additional information on cash flows:

 

 

Amounts paid/received during the year:

 

 

Income taxes paid

398

488

Withholding income tax paid on behalf of third-parties

613

1,149

 

 

 

Capital expenditures and financing activities not involving cash

 

 

Purchase of property, plant and equipment on credit

58

4

Recognition (reversal) of provision for decommissioning costs

(18)

(21)

 

34


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

28.        Segment Information

Consolidated assets by Business Area - 06.30.2015

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

International

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

 

Current assets

6,414

13,410

3,458

58

2,918

2,075

27,396

(4,036)

51,693

Non-current assets

135,030

47,873

21,463

787

3,682

10,581

6,864

(1,011)

225,269

Long-term receivables

6,382

3,297

1,689

3

1,487

1,719

4,504

(957)

18,124

Investments

192

1,427

462

610

17

2,207

109

5,024

Property, plant and equipment

125,976

42,946

19,034

174

1,981

6,163

2,032

(54)

198,252

Operating assets

91,302

35,557

15,441

160

1,647

5,066

1,802

(54)

150,921

Under construction

34,674

7,389

3,593

14

334

1,097

230

47,331

Intangible assets

2,480

203

278

197

492

219

3,869

Total Assets

141,444

61,283

24,921

845

6,600

12,656

34,260

(5,047)

276,962

 

 

 

 

 

 

 

 

 

 

Consolidated assets by Business Area - 12.31.2014

 

 

 

 

 

 

 

 

 

 

Current assets

6,008

14,724

3,979

65

3,481

2,345

24,160

(3,930)

50,832

Non-current assets

145,516

55,314

24,388

1,044

3,740

10,664

8,225

(1,036)

247,855

Long-term receivables

6,729

3,605

1,411

3

1,211

1,848

5,029

(973)

18,863

Investments

200

1,807

524

836

15

2,226

145

5,753

Property, plant and equipment

135,671

49,662

22,126

205

2,284

6,058

2,787

(63)

218,730

Operating assets

99,313

40,940

17,868

189

1,730

3,716

2,094

(63)

165,787

Under construction

36,358

8,722

4,258

16

554

2,342

693

52,943

Intangible assets

2,916

240

327

230

532

264

4,509

Total Assets

151,524

70,038

28,367

1,109

7,221

13,009

32,385

(4,966)

298,687

 

 

 

 

 

 

 

 

 

 

 

 

35


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

Consolidated Statement of Income by Business Area

 

Jan-Jun/2015

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

International

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

 

 

Sales revenues

19,341

38,541

7,045

105

16,105

4,666

(33,815)

51,988

Intersegments

19,089

13,059

1,109

99

310

149

(33,815)

Third parties

252

25,482

5,936

6

15,795

4,517

51,988

Cost of sales

(13,164)

(31,119)

(5,813)

(114)

(14,884)

(3,907)

33,160

(35,841)

Gross profit (loss)

6,177

7,422

1,232

(9)

1,221

759

(655)

16,147

Income (expenses)

(1,673)

(1,562)

(633)

(26)

(823)

(386)

(3,415)

116

(8,402)

Selling, general and administrative

(243)

(1,188)

(137)

(18)

(834)

(390)

(1,019)

116

(3,713)

Exploration costs

(761)

(44)

(805)

Research and development

(151)

(64)

(41)

(6)

(2)

(132)

(396)

Other taxes

(36)

(74)

(267)

(7)

(56)

(1,112)

(1,552)

Other expenses, net

(482)

(236)

(188)

(2)

18

106

(1,152)

(1,936)

Income / (loss) before financial results, profit sharing and income taxes

4,504

5,860

599

(35)

398

373

(3,415)

(539)

7,745

Net finance income (expense)

(3,932)

(3,932)

Share of earnings in equity-accounted investments

(60)

162

57

(91)

1

47

(1)

115

Profit sharing

(25)

(64)

(4)

(15)

(1)

(17)

(126)

Income / (loss) before income taxes

4,419

5,958

652

(126)

384

419

(7,365)

(539)

3,802

Income taxes

(1,524)

(1,970)

(202)

13

(131)

(61)

1,766

183

(1,926)

Net income (loss)

2,895

3,988

450

(113)

253

358

(5,599)

(356)

1,876

Net income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Petrobras

2,897

3,988

400

(113)

253

300

(5,336)

(356)

2,033

Non-controlling interests

(2)

50

58

(263)

(157)

 

2,895

3,988

450

(113)

253

358

(5,599)

(356)

1,876

 

 

 

 

36


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

Consolidated Statement of Income by Business Area

 

Jan-Jun/2014

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Biofuels

Distribution

International

Corporate

Eliminations

Total

Sales revenues

34,359

56,264

8,692

113

20,647

7,409

(56,080)

71,404

Intersegments

34,150

19,987

769

98

578

498

(56,080)

Third parties

209

36,277

7,923

15

20,069

6,911

71,404

Cost of sales

(17,246)

(60,080)

(7,506)

(139)

(18,961)

(6,541)

55,615

(54,858)

Gross profit (loss)

17,113

(3,816)

1,186

(26)

1,686

868

(465)

16,546

Income (expenses)

(2,858)

(1,977)

(559)

(34)

(1,034)

(383)

(2,639)

110

(9,374)

Selling, general and administrative

(193)

(1,505)

(633)

(25)

(970)

(372)

(1,051)

112

(4,637)

Exploration costs

(1,367)

(87)

(1,454)

Research and development

(270)

(85)

(41)

(7)

(117)

(520)

Other taxes

(22)

(50)

(45)

(8)

(48)

(105)

(278)

Other expenses, net

(1,006)

(337)

160

(2)

(56)

124

(1,366)

(2)

(2,485)

Income / (loss) before financial results, profit sharing and income taxes

14,255

(5,793)

627

(60)

652

485

(2,639)

(355)

7,172

Net finance income (expense)

(495)

(495)

Share of earnings in equity-accounted investments

(1)

97

141

(21)

124

3

343

Profit sharing

(96)

(79)

(11)

(20)

(6)

(70)

(282)

Income / (loss) before income taxes

14,158

(5,775)

757

(81)

632

603

(3,201)

(355)

6,738

Income taxes

(4,814)

1,996

(210)

20

(215)

(63)

1,201

122

(1,963)

Net income (loss)

9,344

(3,779)

547

(61)

417

540

(2,000)

(233)

4,775

Net income attributable to:

 

 

 

 

 

 

 

 

 

Shareholders of Petrobras

9,346

(3,776)

533

(61)

417

495

(2,216)

(233)

4,505

Non-controlling interests

(2)

(3)

14

45

216

270

 

9,344

(3,779)

547

(61)

417

540

(2,000)

(233)

4,775

 

 

37


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

Statement of Income - breakdown of International Business Area

 

 

 

 

 

 

 

 

Jan-Jun/2015

 

Exploration

&

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Distribution

Corporate

Eliminations

Total

 

 

 

 

 

 

 

 

Statement of income

 

 

 

 

 

 

 

Sales revenues

968

2,322

243

2,165

3

(1,035)

4,666

Intersegments

493

670

17

1

3

(1,035)

149

Third parties

475

1,652

226

2,164

4,517

Income before financial results, profit sharing and income taxes

303

82

23

51

(101)

15

373

Net income (loss) attributable to shareholders of Petrobras

297

67

43

44

(166)

15

300

 

Jan-Jun/2014

 

Exploration

&

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Distribution

Corporate

Eliminations

Total

Statement of income

 

 

 

 

 

 

 

Sales revenues

1,653

3,992

244

2,560

9

(1,049)

7,409

Intersegments

702

820

17

1

7

(1,049)

498

Third parties

951

3,172

227

2,559

2

6,911

Income before financial results, profit sharing and income taxes

422

76

42

76

(116)

(15)

485

Net income (loss) attributable to shareholders of Petrobras

469

85

56

72

(172)

(15)

495

 

Exploration

&

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Distribution

Corporate

Eliminations

Total

Total assets - breakdown of International Business Area

 

 

 

 

 

 

 

As of 06.30.2015

9,527

1,731

448

871

1,111

(1,032)

12,656

As of 12.31.2014

9,623

1,861

472

940

1,230

(1,117)

13,009

 

 

As an outcome of the creation of the position of Chief Governance, Risk and Compliance Officer, which replaced the position of Chief International Officer, the Company has recently approved the organizational structure adjustments in other business areas to allocate the international activities to other business segments. Considering the necessary steps to integrate the management of those activities, the Company has maintained the presentation of the results of international activities as a separate component.

38


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

29.        Provisions for legal proceedings

29.1.   Provisions for legal proceedings, judicial deposits and contingent liabilities

The Company has recognized provisions for the best estimate of the costs of proceedings for which it is probable that an outflow of resources embodying economic benefits will be required and that can be reasonably estimated. These proceedings are mainly comprised of labor claims, losses and damages proceedings 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.

Provisions for legal proceedings, are set out below:

 

06.30.2015

12.31.2014

Non-current liabilities

 

 

Labor claims

636

717

Tax claims

111

104

Civil claims

642

666

Environmental claims

37

40

Other claims

7

13

 

1,433

1,540

 

 

 

 

06.30.2015

12.31.2014

Opening Balance

1,540

1,246

New provisions, net

225

766

Payments made

(10)

(314)

Accruals and charges

41

66

Others

(124)

(8)

Cumulative translation adjustment

(239)

(216)

Closing Balance

1,433

1,540

 

 

 

 

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

Non-current assets

06.30.2015

12.31.2014

Labor

856

928

Tax

1,272

1,006

Civil

724

663

Environmental

72

80

Others

7

5

 

2,931

2,682

 

 

Contingent liabilities for which the likelihood of loss is considered to be possible are not recognized as liabilities 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 as of June 30, 2015 for which the likelihood of loss is considered to be possible are set out in the table below.

39


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

Nature

Estimate

Tax

31,212

Civil - General

4,059

Labor

4,362

Civil - Environmental

1,629

Others

1

 

41,263

 

 

 

A brief description of the nature of the main contingent liabilities (tax, civil, environmental and labor) for which the likelihood of loss is considered to be possible are set out in the table below.

Description of tax matters

Estimate

Plaintiff: Secretariat of the Federal Revenue of Brazil

 

1) Failure to withhold and pay income tax (IRRF) and Contribution of Intervention in the Economic Domain (CIDE) on remittances for payment of platform charters.

 

Current status: This claim involves lawsuits in different administrative and judicial stages.

7,024

2) Deduction from taxable income of profits of subsidiaries and associates domiciled abroad from 2005 to 2010.

 

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

2,265

3) Failure to withhold and pay income tax (IRRF) on remittances for payment of crude oil imports.

 

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

1,874

4) Deduction from taxable income of expenses from Petros Plan renegotiation and penalties.

 

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

1,652

5) Deduction from taxable income (income tax - IRPJ and social contribution - CSLL) of development costs.

 

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

1,572

6) Tax credits applied were disallowed due to failure to comply with an ancillary tax obligation.

 

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

3,278

7) Failure to pay social security contributions over contingent bonuses paid to employees.

 

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

732

8) Deduction from taxable income (income tax - IRPJ and social contribution - CSLL) of various employee benefits and pension benefits (PETROS) expenses in 2007 and 2008.

 

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

661

9) Failure to pay Contribution of Intervention in the Economic Domain (CIDE) from March 2002 to October 2003 on transactions with fuel retailers and service stations protected by judicial injunctions determining that fuel sales were made without gross-up of such tax.

 

Current status: This claim involves lawsuits in different administrative and judicial stages.

553

Plaintiff: State of São Paulo Finance Department

 

10) Dispute over VAT (ICMS) levied on a drilling rig import – temporary admission in the state of São Paulo and clearance in the state of Rio de Janeiro and related fines for breach of ancillary tax obligations.

 

Current status: This claim involves lawsuits in administrative and judicial stages.

1,586

Plaintiff: States of PR, AM, BA, DF, ES, PA, PE and RJ Finance Departments

 

11) Dispute over VAT (ICMS) levied on crude oil and natural gas sales attributable to alleged differences in initial inventory and final inventory.

 

Current status: This claim involves lawsuits in different administrative and judicial levels.

537

Plaintiff: State of Rio de Janeiro Finance Department

 

12) VAT (ICMS) levied on dispatch of liquid natural gas (LNG) without issuance of tax document by the main establishment.

 

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

1,176

13) Dispute over VAT (ICMS) levied on jet fuel sales, as Decree 36,454/2004 was declared unconstitutional.

 

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

634

14) Alleged failure to write-down VAT (ICMS) credits related to tax-free or non-taxable sales made by the Company's customers.

 

Current status: Two Tax Deficiency Notices have been issued and are being disputed at the administrative level, but have not yet been judged.

470

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

 

15) Alleged failure to withhold and pay tax on services provided offshore (ISSQN) in some municipalities located in the State of Espírito Santo. Petrobras withheld and paid these taxes to the municipalities where the respective service providers were established, in accordance with Complementary Law 116/03.

 

Current status: This claim involves lawsuits in administrative and judicial stages.

834

Plaintiff: States of SP, RS and SC Finance Departments

 

16) Three States challenged VAT (ICMS) paid to the State of MS on imports of natural gas.

 

Current status: This claim involves lawsuits in different administrative and judicial stages, as well as three civil lawsuits in the Supreme Court.

658

Plaintiff: States of Rio de Janeiro, São Paulo and Sergipe Finance Departments

 

17) VAT (ICMS) credits were allegedly applied improperly on the purchase of drilling rig bits and chemical products used in formulating drilling fluid.

 

Current status: This claim involves lawsuits in different administrative and judicial stages.

344

Plaintiff: States of São Paulo, Ceará, Paraíba, Rio de Janeiro, Bahia and Pará Finance Departments

 

18) Alleged failure to pay VAT (ICMS) and allegedly improper use of ICMS credits on exports, internal consumption and similar transactions involving bunker fuel.

 

Current status: This claim involves lawsuits in different administrative and judicial stages.

384

19) Other tax matters

4,978

Total tax matters

31,212

 

40


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

Description of civil matters

Estimate

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

 

1) Legal and administrative disputes on differences in special participation charges and royalties paid in several oil fields. In addition, the Brazilian Oil, Natural Gas and Biofuels Agency (ANP) is claiming fines for alleged non-compliance with minimum exploratory programs and alleged irregularities in platform measurement systems.

 

Current status: This claim involves proceedings in different administrative and judicial stages.

1,146

2) ANP required Petrobras to pay special participation charges (government take) in Baleia Anã, Baleia Azul, Baleia Franca, Cachalote, Caxaréu, Jubarte and Pirambu in the Parque das Baleias complex located in Campos Basin as a single (unitized) oil field.

 

Current status: The claim is being disputed at the judicial stage, in which the Court of Arbitration has preliminarily ruled in favor of the plaintiff and determined that the Company pay the alleged differences. The Company filed an appeal and a request to cease the effects of the Court of Arbitration ruling.

752

Plaintiff: Refinaria de Petróleo de Manguinhos S.A.

 

3) Lawsuit seeking to recover damages for alleged anti-competitive practices with respect to gasoline and other oil products (Diesel and LPG) sales in the domestic market.

 

Current status: This claim is in judicial stage and was ruled for the plaintiff in the first stage. The Company is taking legal actions to ensure its rights. The Brazilian Antitrust regulator (CADE) has analyzed this claim and did not consider the Company's practices anti-competitive.

475

4) Other civil matters

1,686

Total for civil matters

4,059

 

 

Description of environmental matters

Estimate

Plaintiff: Ministério Público Federal, Ministério Público Estadual do Paraná

 

AMAR - Associação de Defesa do Meio Ambiente de Araucária and IAP - Instituto Ambiental do Paraná

 

1) Legal proceeding related to specific performance obligations, indemnification and compensation for damages related to an environmental accident that occurred in the State of Paraná on July 16, 2000.

 

Current status: The court partially ruled in favor of the plaintiff, however both parties (the plaintiff and the Company) filed an appeal.

748

2) Other environmental matters

881

Total for environmental matters

1,629

 

 

41


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

Description of labor matters

Estimate

Plaintiff : Sindipetro of Espírito Santo, Rio de Janeiro, Bahia, Minas Gerais and São Paulo.

 

1) Class actions requiring a review of how the minimum compensation based on the employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is computed.

 

Current status: The Company filed with the Superior Labor Court a law suit seeking an interpretation of the clause of the collective bargaining agreement that is being questioned before the Labor Courts.

1,069

Plaintiff : Sindipetro of Norte Fluminense and Sindipetro of the state of Bahia

 

2) Class Actions regarding wage underpayments to certain employees due to alleged changes in the methodology used to factor overtime into the calculation of paid weekly rest, allegedly computed based on ratios that are higher than those established by Law No. 605/49.

 

Current status: The Company has appealed a decision with respect to the claim filed by Sindipetro/BA and awaits judgment by the Superior Labor Court. The Company has filed an appeal in the Superior Labor Court to overturn a decision with respect to the claim filed by Sindipetro Norte Fluminense (NF) and awaits judgment.

389

Plaintiff : Sindipetro of Norte Fluminense – SINDIPETRO/NF

 

3)The plaintiff claims Petrobras to pay overtime for standby work time exceeding 12-hours per day. It also claims that Petrobras must respect a 12-hour limit per workday, subject to a daily fine.

 

Current status: Awaiting the Superior Labor Court to judge appeals filed by both parties.

340

4) Other labor matters

2,564

Total for labor matters

4,362

 

 

 

29.2.   Class actions and other related proceedings

Between December 8, 2014 and January 7, 2015, five putative securities class action complaints were filed against the Company in the United States District Court for the Southern District of New York (SDNY). These actions were consolidated on February 17, 2015 (the “Consolidated Securities Litigation”). The Court appointed a lead plaintiff, Universities Superannuation Scheme Limited (“USS”), on March 4, 2015. USS filed a consolidated amended complaint on March 27, 2015 that purports to be on behalf of investors who: (i) purchased or otherwise acquired Petrobras securities traded on the NYSE or pursuant to other transactions in the U.S. during the period January 22, 2010 and March 19, 2015, inclusive (the “Class Period”), and were damaged thereby; (ii) purchased or otherwise acquired the 2012 Notes pursuant to the 2009 Registration Statement, or the 2013 Notes or 2014 Notes pursuant to the 2012 Registration Statement during the Class Period, and were damaged thereby; and (iii) purchased or otherwise acquired Petrobras securities on the Brazilian stock exchange during the Class Period, who also purchased or otherwise acquired Petrobras securities traded on the NYSE or pursuant to other transactions in the U.S. during the same period.

The consolidated amended complaint alleges, among other things, that in the Company’s press releases, filings with the SEC and other communications, the Company made materially false and misleading statements and omissions regarding the value of its assets, the amounts of the Company’s expenses and net income, the effectiveness of the Company’s internal controls over financial reporting, and the Company’s anti-corruption policies, due to alleged corruption purportedly in connection with certain contracts, which allegedly artificially inflated the market value of the Company’s securities.

On April 17, 2015, Petrobras, PGF and underwriters of notes issued by the Company filed a motion to dismiss.

On July 9, 2015, the judge presiding the class actions ruled on the Motion to Dismiss, partially granting the Company's motion. Among other decisions, the judge dismissed claims relating to certain debt securities issued in 2012 under the Securities Act of 1933, as time barred by the statute of repose and ruled claims relating to securities purchased on the Brazilian stock exchange must be arbitrated, as established in the Company’s Bylaws. The judge rejected other arguments presented in the Motion to Dismiss and, as a result, the class action will continue with respect to other claims alleged by the lead plaintiff.

42


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

On July 20, 2015, the judge responsible for the class action issued an order that, among other things, provided for the trial in the class action to begin no later than August 1, 2016.

In addition, to date, eleven lawsuits have been filed by individual investors in the SDNY consisting of allegations similar to those in the consolidated amended complaint.

The plaintiffs have not specified an amount of alleged damages in the class action or the additional individual actions. Because these actions are in their early stages, the possible loss or range of loss arising from the litigation cannot be estimated with reliability. The Company has engaged a U.S. firm as legal counsel and intends to defend these actions vigorously.

30.        Collateral for crude oil exploration concession agreements

The Company has granted collateral to the Brazilian Agency of Petroleum, Natural Gas and Biofuels (Agência Nacional de Petróleo, Gás Natural e Biocombustíveis -ANP) in connection with the performance of the Minimum Exploration Programs established in the concession agreements for petroleum exploration areas in the total amount of US$ 2,088 of which US$ 1,600 were still in force at June 30, 2015, net of commitments that have been undertaken. The collateral comprises crude oil from previously identified producing fields, pledged as security, amounting to US$ 1,309 and bank guarantees of US$ 291.

31.        Risk management

The Company is exposed to a variety of risks arising from its operations, including price risk (related to crude oil and oil products prices), foreign exchange rates risk, interest rates risk, credit risk and liquidity risk. It manages risks through a corporate policy established by its officers.

The objective of the overall risk management policy is to support the achievement of the Company’s strategic goals through an adequate resource allocation and an appropriate balance between growth, return on investments and risk exposure level, which can arise from its normal activities or from the context within which the Company operates.

A summary of the positions held by the Company and recognized in other current assets and liabilities as of June 30, 2015, as well as the amounts recognized in the statement of income and other comprehensive income and the guarantees given is set out following:

43


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

 

Statement of Financial Position

 

Notional value

Fair value

Asset Position (Liability)

Maturity

 

06.30.2015

12.31.2014

06.30.2015

12.31.2014

 

Derivatives not designated for hedge accounting

 

 

 

 

 

Future contracts - total (*)

(20,794)

(4,314)

49

70

 

Long position/Crude oil and oil products

73,835

84,544

2015

Short position/Crude oil and oil products

(94,629)

(88,858)

2015

Options - total (*)

4,300

(594)

7

0.7

 

Call/Crude oil and oil products

(364)

(0.4)

2015

Put/Crude oil and oil products

4,300

(230)

7

1.1

2015

Forward contracts - total

 

 

1

2

 

Long position/Foreign currency forwards (ARS/USD)

USD 0

USD 10

(1)

2015

Short position/Foreign currency forwards (BRL/USD)

USD 11

USD 249

1

3

2015

Swap

 

 

 

 

 

Interest – Euribor / Fixed rate

EUR 3

EUR 5

2015

 

 

 

 

 

 

Derivatives designated for hedge accounting

 

 

 

 

 

Swap - total

 

 

(46)

(42)

 

Foreign currency / Cross-currency Swap

USD 298

USD 298

(25)

(22)

2016

Interest – Libor / Fixed rate

USD 408

USD 419

(21)

(20)

2020

 

 

 

 

 

 

Total recognized in the Statement of Financial Position

 

 

11

30.7

 

(*) Notional value in thousands of bbl

 

 

 

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

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

Guarantees given as collateral

 

Jan-Jun/2015

Jan-Jun/2014

Jan-Jun/2015

Jan-Jun/2014

06.30.2015

12.31.2014

Commodity derivatives

(103)

(9)

40

6

Foreign currency derivatives

13

(8)

3

5

Interest rate derivatives

(4)

(1)

(1)

Embedded derivative - ethanol

 

(94)

(17)

2

4

40

6

Cash flow hedge on exports (***)

(779)

(334)

(7,364)

3,274

 

(873)

(351)

(7,362)

3,278

40

6

 

 

 

 

 

 

 

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

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

(***) Using non-derivative financial instruments as designated hedging instruments, as set out in note 31.2.

 

 

 

A sensitivity analysis for the different types of market risks, to which the Company is exposed, based on the derivative financial instruments held as of June 30, 2015 is set out following:

Financial Instruments

Risk

Probable Scenario*

Stressed

Scenario

(∆ of 25%)

Stressed

Scenario

(∆ of 50%)

Derivatives not designated for hedge accounting

 

 

 

 

 

 

 

Future contracts

Crude oil and oil products - price changes

49

(160)

(368)

Forward contracts

Foreign currency - depreciation R$ x USD

2

3

Forward contracts

Foreign currency - appreciation argentine peso x USD

Swap

Interest - Euribor decrease

Options

Crude oil and oil products - price changes

7

1

 

 

 

 

 

56

(157)

(365)

Derivatives designated for hedge accounting

 

 

 

 

 

 

 

Swap

 

(7)

(59)

(98)

Debt

Foreign currency - appreciation JPY x USD

7

59

98

Net effect

 

 

 

 

 

 

 

 

 

 

 

 

Swap

 

5

(1)

(2)

Debt

Interest - LIBOR increase

(5)

1

2

Net effect

 

 

 

 

(*) The probable scenario was computed based on the following risks: R$ x U.S. Dollar - a 2.49% depreciation of the Real; Japanese Yen x U.S. Dollar - a 2.35% depreciation of the Japanese Yen; Peso x U.S. Dollar - a 3.41% depreciation of the Peso; LIBOR Forward Curve - a 0.32% increase throughout the curve; EURIBOR Forward Curve - a 0.12% increase throughout the curve.

 

 

 

44


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

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

Petrobras does not usually 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 short-term commercial transactions.

31.2.   Foreign exchange risk management

Petrobras seeks to identify and manage foreign exchange rate risks based on an integrated analysis of natural hedges, to benefit from the correlation between income and expenses. The Company’s short-term risk management involves choosing the currency in which to hold cash, such as the Brazilian Real, U.S. dollar or other currency. The risk management strategy involves the use of derivative instruments to hedge certain liabilities, minimizing foreign exchange rate risk exposure.

a)             Cash Flow Hedge involving the Company’s highly probable future exports

The Company designates hedging relationships to account for the effects of the existing natural hedge between a portion of its long-term debt obligations (denominated in U.S. dollars) and its U.S. dollar denominated exports and to properly recognize that hedge in its financial statements.

Individual hedging relationships were designated in a one-to-one proportion, meaning that a portion of the total monthly exports will be the hedged transaction of an individual hedging relationship, hedged by a portion of the company’s long-term debt (which has an average maturity of approximately 7.42 years).

The principal amounts, the fair value as of June 30, 2015, and a schedule of the expected reclassifications to statement of income of the balance of losses recognized in other comprehensive income (shareholders’ equity) to be recycled to the statement of income based on a USD1.00 / R$ 3.1026 exchange rate, are set out below:

Hedging Instrument

Hedged Transactions

Nature

of the

Risk

Maturity

Date

Principal Amount (US$ million)

Carrying amount as of June 30, 2015 (R$ million)

Non-Derivative Financial Instruments (debt: principal and interest)

Portion of Highly Probable

Future Monthly Export Revenues

Foreign Currency

– Real vs U.S. Dollar

Spot Rate

July 2015 to

November 2024

55,899

173,432

 

 

 

Changes in the amounts of principal and interest (in US$ million)

 

Amounts designated as of December 31, 2014

50,858

New hedging instruments designated

8,502

Exports affecting profit or loss

(2,725)

Principal repayments / amortization

(736)

Amounts designated as of June 30, 2015

55,899

 

 

 

A schedule of the timing of the losses recognized in other comprehensive income (shareholders’ equity) to be recycled to the statement of income as of June 30, 2015 is set out below:

 

Consolidated

 

06.30.2015

 

2015

2016

2017

2018

2019

2020

2021

2022

2023 and 2024

Total

Expected reclassification

(990)

(2,067)

(2,366)

(2,349)

(2,072)

(1,647)

(1,486)

(1,577)

(690)

(15,244)

 

 

45


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

b)            Cash flow hedges involving swap contracts – Yen x Dollar

The Company has a cross currency swap to fix in U.S. dollars the payments related to bonds denominated in Japanese yen and does not intend to settle these contracts before the maturity. The relationship between the derivative and the bonds was designated for cash flow hedge accounting.

c)             Sensitivity analysis for foreign exchange risk on financial instruments

A sensitivity analysis is set out below, showing the probable scenario for foreign exchange risk on financial instruments, computed based on external data along with stressed scenarios (a 25% and a 50% change in the foreign exchange rates), except for assets and liabilities of foreign subsidiaries, when transacted in a currency equivalent to their respective functional currencies.

Financial Instruments

Exposure at 06.30.2015

Risk

Probable Scenario (*)

Stressed

Scenario

(∆ of 25%)

Stressed

Scenario

(∆ of 50%)

Assets

2,965

 

74

741

1,482

Liabilities

(62,807)

Dollar/Real

(1,567)

(15,702)

(31,404)

Cash flow hedge on exports

55,899

 

1,395

13,975

27,949

 

(3,943)

 

(98)

(986)

(1,973)

Liabilities (**)

(593)

Yen/Dollar

14

(148)

(297)

Assets

11

Euro/Real

3

6

Liabilities

(2,320)

 

39

(580)

(1,160)

 

(2,309)

 

39

(577)

(1,154)

Assets

6,125

Euro/Dollar

(249)

1,531

3,063

Liabilities

(12,477)

 

507

(3,119)

(6,239)

 

(6,352)

 

258

(1,588)

(3,176)

Assets

6

Pound

2

3

Liabilities

(749)

Sterling/Real

7

(187)

(375)

 

(743)

 

7

(185)

(372)

Assets

1,735

Pound

(58)

434

867

Liabilities

(3,793)

Sterling/Dollar

127

(948)

(1,896)

 

(2,058)

 

69

(514)

(1,029)

Assets

204

Peso/Dollar

7

51

102

Liabilities

(649)

 

(22)

(162)

(325)

 

(445)

 

(15)

(111)

(223)

 

(16,443)

 

274

(4,109)

(8,224)

 

 

 

 

 

 

(*) On June 30, 2015, the probable scenario was computed based on the following risks: Real x Dollar – a 2.49% depreciation of the Real / Yen x Dollar – a 2.35% depreciation of the Yen / Peso x Dollar: a 3.41% depreciation of the Peso/ Euro x Dollar: a 4.06% depreciation of the Euro / Pound Sterling x Dollar: a 3.35% depreciation of the Pound Sterling/ Real x Euro - a 1.67% appreciation of the Real / Real x Pound Sterling - 0.94% appreciation of the Real. The probable scenario was determined based on the spot foreign exchange rates (PTAX selling rates) reported by Focus and Bloomberg.

(**) A portion of the foreign currency exposure is hedged by a cross-currency swap.

 

31.3.   Interest rate risk management

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

46


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

31.4.   Credit risk

Credit risk management in Petrobras aims at minimizing risk of not collecting receivables, financial deposits or collateral from third parties or financial institutions through efficient credit analysis, granting and management based on quantitative and qualitative parameters that are appropriate for each market segment in which the Company operates.

The commercial credit portfolio is very diversified and comprises clients from the domestic market and from foreign markets. Credit granted to financial institutions, related to collaterals received, cash surplus invested and derivative financial instruments is spread among “investment grade” international banks rated by international rating agencies and highly-rated Brazilian banks.

31.5.   Liquidity risk

Liquidity risk is represented by the possibility of a shortage of cash or other financial assets in order to settle the Company’s obligations on the agreed dates and is managed by the Company based on policies such as: centralized cash management, in order to optimize the level of cash and cash equivalents held and to reduce working capital; a minimum cash level to ensure that cash needed for investments and short-term obligations is met even in adverse market conditions; increasing the number of investors in the domestic and international markets through funding opportunities, developing a strong presence in the international capital markets and searching for new funding sources, including new markets and financial products.

This strategy is currently being achieved, for example, by seeking funding in the Asian banking market. The Company intends to use different funding sources (banking market, export credit agencies - ECAs and capital markets) in 2015 to obtain the necessary funding to repay debt and fund its capital expenditures. In addition, the Company’s 2015/2016 divestment program of US$ 15.1 billion will contribute to its funding needs.

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

Maturity

2015

2016

2017

2018

2019

2020 and thereafter

Balance at June 30, 2015

Balance at December 31, 2014

 

9,851

18,763

17,774

23,174

28,937

99,676

198,175

179,704

 

 

32.        Fair value 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, short term debt and other non-current assets and liabilities are the same as or do not differ significantly from their carrying amounts.

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

-       Level 1 inputs: are the most reliable evidence of fair value, quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

-       Level 2 inputs: are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

-       Level 3 inputs: are unobservable inputs for the asset or liability.

47


 
 

Petróleo Brasileiro S.A. – Petrobras

Notes to the financial statements

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

 

 

 

Fair value measured based on

 

 

Level I

Level II

Level III

Total fair

value

recorded

Assets

 

 

 

 

Marketable securities

1,813

1,813

Commodity derivatives

56

56

Foreign currency derivatives

Balance at June 30, 2015

1,869

1,869

Balance at December 31, 2014

2,781.7

2

2,783.7

 

 

 

 

 

Liabilities

 

 

 

 

Foreign currency derivatives

(24)

(24)

Interest derivatives

(21)

(21)

Balance at June 30, 2015

(45)

(45)

Balance at December 31, 2014

(42)

(42)

 

 

There are no material transfers between levels.

The estimated fair value for the Company’s long term debt as of June 30, 2015, computed based on the prevailing market rates is set out in note 16.1.

33.        Information Related to Guaranteed Securities Issued by Subsidiaries

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

Petróleo Brasileiro S.A. - Petrobras fully and unconditionally guarantees the debt securities issued by Petrobras Global Finance B.V. (PGF), a 100-percent-owned finance subsidiary of Petrobras. There are no significant restrictions on the ability of Petrobras to obtain funds from PGF.

R33

48

 

 

 

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 06, 2015
PETRÓLEO BRASILEIRO S.A--PETROBRAS
By:
/S/  Ivan de Souza Monteiro

 
Ivan de Souza Monteiro
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.