UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

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

Securities Exchange Act of 1934

 

For the month of May, 2020

 

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____

 


 

 

Unaudited

Consolidated

Interim

Financial

Statements

 

March 31, 2020 and 2019 with report of independent registered public accounting firm

 

 

 
 

 


 
 

INDEX

PETROBRAS

 

 

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

4

UNAUDITED CONSOLIDATED STATEMENT OF INCOME

5

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

6

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

7

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY

8

1

Basis of preparation

9

2

Summary of significant accounting policies

11

3

Context, resilience measures and impacts of the COVID-19 pandemic

11

4

Cash and cash equivalents and Marketable securities

13

5

Sales revenues

14

6

Costs and expenses by nature

16

7

Other income and expenses

17

8

Net finance income (expense)

17

9

Net  income by operating segment

18

10

Trade and other receivables

20

11

Inventories

21

12

Taxes

22

13

Short-term and other benefits

24

14

Employee benefits (Post-Employment)

25

15

Provisions for legal proceedings

27

16

Provision for decommissioning costs

29

17

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

31

18

Property, plant and equipment

32

19

Intangible assets

34

20

Impairment

34

21

Exploration and evaluation of oil and gas reserves

38

22

Collateral for crude oil exploration concession agreements

38

23

Investments

39

24

Disposal of assets and other changes in organizational structure

39

25

Assets by operating segment

41

26

Finance debt

42

27

Lease liabilities

45

28

Equity

46

29

Fair value of financial assets and liabilities

47

30

Risk management

47

31

Related-party transactions

51

32

Supplemental information on statement of cash flows

54

33

Subsequent events

54

34

Information related to guaranteed securities issued by subsidiaries

56

     

 

2


 
 

 

                                                        

KPMG Auditores Independentes

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

Edifício Passeio Corporate

20021-290 - Rio de Janeiro/RJ - Brasil

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

www.kpmg.com.br

 

 

Report of Independent Registered Public Accounting Firm

 

The Shareholders and Board of Directors of

Petróleo Brasileiro S.A. – Petrobras

 

Results of Review of Interim Financial Information

 

We have reviewed the interim consolidated statement of financial position of Petróleo Brasileiro S.A. - Petrobras and subsidiaries (the “Company”) as of March 31, 2020, and the related interim consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three-month periods ended March 31, 2020 and 2019 and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2019, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 20, 2020, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2019, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

Basis for Review Results

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

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

 

 

 

Rio de Janeiro - RJ

May 14, 2020

 

 

 

 

/s/ KPMG Auditores Independentes

3


 
 

UNAUDITED CONSOLIDATED STATEMENT OF FINANCIAL POSITION                                                                                                                

PETROBRAS

March 31, 2020 and December 31, 2019 (Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Assets

Note

03.31.2020

12.31.2019

 

Liabilities

Note

03.31.2020

12.31.2019

Current assets

 

 

 

 

Current liabilities

 

 

 

Cash and cash equivalents

4.1

15,462

7,372

 

Trade payables

 

5,821

5,601

Marketable securities

4.2

644

888

 

Finance debt

26.1

5,925

4,469

Trade and other receivables

10.1

3,052

3,762

 

Lease liability

27

5,469

5,737

Inventories

11

6,008

8,189

 

Income taxes payable

12.1

192

276

Recoverable income taxes

12.1

1,707

2,493

 

Other taxes payable

12.1

1,912

3,424

Other recoverable taxes

12.1

822

1,051

 

Dividends payable

28.2

348

1,558

Others

 

1,517

1,493

 

Short-term benefits

13

1,183

1,645

 

 

29,212

25,248

 

Pension and medical benefits

14

722

887

Assets classified as held for sale

24

2,249

2,564

 

Provisions for legal proceedings

15.1

58

-

 

 

31,461

27,812

 

Others

 

1,743

1,973

 

 

 

 

 

 

 

23,373

25,570

 

 

 

 

 

Liabilities related to assets classified as held for sale

24

2,562

3,246

Non-current assets

 

 

 

 

 

 

25,935

28,816

Long-term receivables

 

 

 

 

 

 

 

 

Trade and other receivables

10.1

2,309

2,567

 

Non-current liabilities

 

 

 

Marketable securities

4.2

42

58

 

Finance debt

26.1

60,777

58,791

Judicial deposits

15.2

6,764

8,236

 

Lease liability

27

17,066

18,124

Deferred income taxes

12.2

9,485

1,388

 

Income taxes payable

12.1

383

504

Other tax assets 

12.1

3,121

3,939

 

Deferred income taxes

12.2

170

1,760

Advances to suppliers

 

244

326

 

Pension and medical benefits

14

19,924

25,607

Others

 

1,074

1,177

 

Provisions for legal proceedings

15.1

2,250

3,113

 

 

23,039

17,691

 

Provision for decommissioning costs

16

13,585

17,460

 

 

 

 

 

Others

 

1,621

1,350

 

 

 

 

 

 

 

115,776

126,709

 

 

 

 

 

Total liabilities

 

141,711

155,525

 

 

 

 

 

Equity

 

 

 

Investments

23

3,842

5,499

 

Share capital (net of share issuance costs)

28.1

107,101

107,101

Property, plant and equipment

18.1

113,454

159,265

 

Capital reserve and capital transactions

 

1,064

1,064

Intangible assets

19

15,104

19,473

 

Profit reserves

 

55,912

65,627

 

 

155,439

201,928

 

Accumulated other comprehensive (deficit)

 

(119,484)

(100,469)

 

 

 

 

 

Attributable to the shareholders of Petrobras

 

44,593

73,323

 

 

 

 

 

Non-controlling interests

 

596

892

 

 

 

 

 

 

 

45,189

74,215

Total assets

 

186,900

229,740

 

Total liabilities and equity

 

186,900

229,740

 

 

 

 

 

 

 

 

 

 

4


 
 

UNAUDITED CONSOLIDATED STATEMENT OF INCOME

PETROBRAS

Periods ending March 31, 2020 and 2019 (Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

 

Note

Jan-Mar/2020

Jan-Mar/2019 Reclassified

 

 

 

 

Sales revenues

5

17,143

18,803

Cost of sales

6.1

(9,879)

(12,213)

Gross profit

 

7,264

6,590

 

 

 

 

Income (expenses)

 

 

 

Selling expenses

6.2

(1,335)

(903)

General and administrative expenses

6.3

(411)

(564)

Exploration costs

21

(104)

(174)

Research and development expenses

 

(95)

(138)

Other taxes

 

(118)

(93)

Impairment of assets

20

(13,371)

7

Other income and expenses

7

(257)

(1,134)

 

 

(15,691)

(2,999)

 

 

 

 

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

 

(8,427)

3,591

 

 

 

 

Finance income

 

174

257

Finance expenses

 

(1,622)

(1,777)

Foreign exchange gains (losses) and inflation indexation charges

 

(3,103)

(715)

Net finance income (expense)

8

(4,551)

(2,235)

 

 

 

 

Results of equity-accounted investments

23

(298)

131

 

 

 

 

Net income (loss) before income taxes

 

(13,276)

1,487

 

 

 

 

Income taxes

12.3

3,300

(489)

 

 

 

 

Net income (loss) from continuing operations for the period

 

(9,976)

998

 

 

 

 

Net income from discontinued operations for the period

 

-

127

 

 

 

 

Net income (loss) for the period

 

(9,976)

1,125

 

 

 

 

Net income (loss) attributable to shareholders of Petrobras

 

(9,715)

1,070

Net income (loss) from continuing operations

 

(9,715)

979

Net income (loss) from discontinued operations

 

-

91

 

 

 

 

Non-controlling interests

 

(261)

55

Net income (loss) from continuing operations

 

(261)

19

Net income (loss) from discontinued operations

 

-

36

 

 

 

 

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

28.3

(0.74)

0.08

 

 

 

 

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

 

 

 

 

5


 
 

UNAUDITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME                                                                       

PETROBRAS

March 31, 2020 and 2019 (Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

Jan-Mar/2020

Jan-Mar/2019

 

 

 

Net income (loss) for the period

(9,976)

1,125

 

 

 

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

 

 

 

 

 

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

 

 

Recognized in equity

(3)

(2)

Deferred income tax

1

1

 

(2)

(1)

 

 

 

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

(29)

 

 

 

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

 

 

 

 

 

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

 

 

Recognized in equity

(21,715)

(638)

Reclassified to the statement of income

1,400

755

Deferred income tax

6,906

(40)

 

(13,409)

77

 

 

 

Cumulative translation adjustments in equity-accounted investments (*)

 

 

Recognized in equity

(4,963)

(213)

Reclassified to the statement of income

34

 

(4,963)

(179)

 

 

 

Share of other comprehensive income in equity-accounted investments

(604)

22

 

 

 

Total other comprehensive income (loss)

(19,007)

(81)

 

 

 

Total comprehensive income (loss)

(28,983)

1,044

 

 

 

Comprehensive income (loss) attributable to non-controlling interests

(253)

50

 

 

 

Comprehensive income (loss) attributable to shareholders of Petrobras

(28,730)

994

 

 

 

(*) It includes a US$691 loss (a US$15 loss in the three-month period ended March 31, 2019), of cumulative translation adjustments in associates and joint ventures.

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

 

 

 

 

6


 
 

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

PETROBRAS

Periods ending March 31, 2020 and 2019 (Expressed in millions of US Dollars, unless otherwise indicated)

 

 

 

Jan-Mar/2020

Jan_Mar/2019 Reclassified

Cash flows from Operating activities

 

 

Net income (loss) for the period

(9,976)

1,125

Adjustments for:

 

 

Net income from discontinued operations

(127)

Pension and medical benefits (actuarial expense)

444

546

Results of equity-accounted investments

298

(132)

Depreciation, depletion and amortization

3,543

3,682

Impairment of assets (reversal)

13,371

(7)

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

97

26

Exploratory expenditure write-offs

26

50

Foreign exchange, indexation and finance charges 

3,969

2,279

Deferred income taxes, net

(3,470)

(132)

Revision and unwinding of discount on the provision for decommissioning costs

193

209

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

342

(41)

Disposal/write-offs of assets, remeasurement of investment retained with loss of control and reclassification of CTA

94

(149)

Decrease (Increase) in assets

 

 

Trade and other receivables, net

973

1,029

Inventories

446

359

Judicial deposits

(449)

(667)

Escrow account - Class action agreement

(1,018)

Other assets

(301)

(502)

Increase (Decrease) in liabilities

 

 

Trade payables

(830)

(612)

Other taxes payable

(576)

(174)

Pension and medical benefits

(334)

(184)

Provisions for legal proceedings

(158)

114

Short-term benefits

(91)

163

Provision for decommissioning costs

(127)

(130)

Other liabilities

524

(1,105)

Income taxes paid

(231)

(181)

Net cash provided by operating activities from continuing operations

7,777

4,421

Net cash provided by operating activities - discontinued operations

288

Net cash provided by operating activities

7,777

4,709

Cash flows from Investing activities

 

 

Acquisition of PP&E and intangibles assets

(1,869)

(1,576)

Investments in investees

3

(1)

Proceeds from disposal of assets - Divestment

281

312

Divestment (Investment) in marketable securities

60

(26)

Dividends received

44

113

Net cash used in investing activities from continuing operations

(1,481)

(1,178)

Net cash used in investing activities - discontinued operations

(14)

Net cash used in investing activities

(1,481)

(1,192)

Cash flows from Financing activities

 

 

Investments by non-controlling interest

(19)

(63)

Proceeds from financing

10,173

4,237

Repayment of principal - finance debt

(4,343)

(9,738)

Repayment of  interest - finance debt

(1,128)

(1,537)

Repayment of lease liability

(1,523)

(870)

Dividends paid to Shareholders of Petrobras

(1,020)

Dividends paid to non-controlling interests

(8)

Net cash provided by (used in) financing activities from continuing operations

2,132

(7,971)

Net cash used in financing activities - discontinued operations

(63)

Net cash provided by (used in) financing activities

2,132

(8,034)

Effect of exchange rate changes on cash and cash equivalents

(337)

(21)

Net increase (decrease) in cash and cash equivalents

8,091

(4,538)

Cash and cash equivalents at the beginning of the period

7,377

13,899

 

Cash and cash equivalents at the end of the period

15,468

9,361

 

 

 

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

 

7


 
 

UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY                                                                            

PETROBRAS

Periods ending March 31, 2020 and 2019 (Expressed in millions of US Dollars, unless otherwise indicated)

 

 

Share capital (net of share issuance costs)

 

Accumulated other comprehensive income (deficit) and deemed cost

Profit Reserves

 

 

 

 

 

Share Capital

Share issuance costs

Capital reserve, Capital Transactions and Treasury shares

Cumulative translation adjustment

Cash flow hedge - highly probable future exports

Actuarial gains (losses) on defined benefit pension plans

 Other comprehensive income (loss) and deemed cost

Legal

Statutory

Tax incentives

Profit retention

Retained earnings (losses)

Equity attributable to shareholders of Petrobras

Non-controlling interests

Total consolidated equity

 

107,380

(279)

1,067

(67,316)

(13,292)

(13,224)

(953)

8,257

2,452

923

46,529

-

71,544

1,631

73,175

Balance at December 31, 2018

 

107,101

1,067

 

 

 

(94,785)

 

 

 

58,161

-

71,544

1,631

73,175

Realization of deemed cost

-

-

-

-

-

-

(1)

-

-

-

-

1

-

-

-

Capital transactions

-

-

-

-

-

-

-

-

-

-

-

-

-

(46)

(46)

Net income

-

-

-

-

-

-

-

-

-

-

-

1,070

1,070

55

1,125

Other comprehensive income

-

-

-

(174)

77

-

21

-

-

-

-

-

(76)

(5)

(81)

 

107,380

(279)

1,067

(67,490)

(13,215)

(13,224)

(933)

8,257

2,452

923

46,529

1,071

72,538

1,635

74,173

Balance at March 31, 2019

 

107,101

1,067

 

 

 

(94,862)

 

 

 

58,161

1,071

72,538

1,635

74,173

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

107,380

(279)

1,064

(68,721)

(13,540)

(17,322)

(886)

8,745

2,702

1,102

53,078

-

73,323

892

74,215

Balance at December 31, 2019

 

107,101

1,064

 

 

 

(100,469)

 

 

 

65,627

-

73,323

892

74,215

Capital transactions

-

-

-

-

-

-

-

-

-

-

-

-

-

(43)

(43)

Net income

-

-

-

-

-

-

-

-

-

-

-

(9,715)

(9,715)

(261)

(9,976)

Other comprehensive income (loss)

-

-

-

(4,971)

(13,409)

-

(635)

-

-

-

-

-

(19,015)

8

(19,007)

 

107,380

(279)

1,064

(73,692)

(26,949)

(17,322)

(1,521)

8,745

2,702

1,102

53,078

(9,715)

44,593

596

45,189

Balance at March 31, 2020

 

107,101

1,064

 

 

 

(119,484)

 

 

 

65,627

(9,715)

44,593

596

45,189

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

8


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

1.          Basis of preparation

1.1.      Statement of compliance and authorization of unaudited consolidated interim financial statements

These unaudited consolidated interim financial statements have been prepared and presented in accordance with IAS 34 – “Interim Financial Reporting” as issued by the International Accounting Standards Board (IASB). They present the significant changes in the period, avoiding repetition of certain notes to the annual consolidated financial statements previously reported. Hence, they should be read together with the Company’s audited annual consolidated financial statements for the year ended December 31, 2019, which include the full set of notes.

These unaudited consolidated interim financial statements were approved and authorized for issue by the Company’s Board of Directors in a meeting held on May 14, 2020.

1.2.      Reclassification of discontinued operation

After the additional sale of the Company’s interest in the subsidiary Petrobras Distribuidora (BR), carried out through a secondary public offering (follow-on), in July 2019, Petrobras is no longer the controlling shareholder of BR.

Furthermore, all requirements were met to classify this investment as a discontinued operation, in accordance with IFRS 5 - Non-current Assets Held for Sale and Discontinued Operations, since it represented a separate major line of business. Thus, the consolidated statements of income and cash flows for the three-month period ended March 31, 2019 had its line items reclassified, presenting net income, operating, investing and financing cash flows relating to this investment in separate line items, as a net amount for discontinued operations, for which further details are presented below:

Statement of income

 

Jan-Mar/2019

 

 

Sales revenues

2,426

Cost of sales

(2,004)

Gross profit

422

 

 

Income (expenses)

(292)

Selling expenses

(195)

General and administrative expenses

(52)

Other taxes

(10)

Other income and expenses

(35)

Income before finance income (expense) and income taxes

130

Net finance income (expense)

72

Net income before income taxes

202

Income taxes

(75)

Net income for the period from discontinued operation

127

 

 

9


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

Statement of cash flows

 

Jan-Mar/2019

Cash flows from Operating activities - discontinued operations

 

Net income for the period

127

Adjustments for:

Pension and medical benefits (actuarial expense)

32

Depreciation, depletion and amortization

34

Foreign exchange, indexation and finance charges 

(57)

Deferred income taxes, net

(5)

Others

5

 

 

Decrease (Increase) in assets

 

Trade and other receivables, net

182

Other assets

(15)

Increase (Decrease) in liabilities

 

Trade payables

(19)

Pension and medical benefits

(11)

Others

68

Income taxes paid

(53)

Net cash provided by operating activities - discontinued operations

341

 

 

Cash flows from Investing activities - discontinued operations

 

Acquisition of PP&E and intangibles assets

(34)

Others

20

Net cash used in investing activities - discontinued operations

(14)

Cash flows from Financing activities - discontinued operations

 

Repayment of principal

(30)

Repayment of interest

(20)

Others

(13)

Net cash used in financing activities - discontinued operations

(63)

Effect of exchange rate changes on cash and cash equivalents

(12)

 

 

Net increase in cash and cash equivalents

199

 

 

Cash and cash equivalents at the beginning of the period

789

 

 

Cash and cash equivalents at the end of the period

988

 

 

10


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

2.          Summary of significant accounting policies

The same accounting policies and methods of computation were followed in these unaudited consolidated interim financial statements as those followed in the preparation of the annual consolidated financial statements of the Company for the year ended December 31, 2019.

3.          Context, resilience measures and impacts of the COVID-19 pandemic

3.1.      Context

In January 2020, China reported having identified a new variant of coronavirus, causing the disease COVID-19, which was spreading quickly in its population. On March 11, 2020, COVID-19 was a declared a pandemic by the World Health Organization (WHO). Social isolation measures arising from this pandemic affected the global economic environment, reducing the demand for oil and its oil products and triggering a shock in the oil and gas industry.

Therefore, in early April, members of the Organization of the Petroleum Exporting Countries (OPEC) and other countries announced a new agreement providing for the reduction of their combined production by 9.7 million barrels per day (bpd) for May and June 2020, and other levels of reductions until the end of 2021. However, this agreement caused little effect on oil prices, which remained high volatile. The Company foresees Brent prices in the medium -term will be significantly lower than recent past, converging to US$ 50 in the long-term. Thus, the Company believes the current situation demands fast and urgent cost reduction measures.

3.2.      Resilience measures

The Company, in line with the recommendations of the WHO and the Ministry of Health, announced measures to preserve the health of its employees and support the prevention of contagion in its administrative and operational areas, such as home office, reduced work shifts in operational areas to minimize the number of workers commuting, rigorous cleaning of workplaces, distribution of personal protective equipment, testing of suspected cases, measuring body temperature and fast testing on pre-shipment for oil platforms, medical monitoring and access to telemedicine services.

Brazilian governmental authorities, in turn, implemented a set of measures to face the economic side effects that paralyzed world activities, aiming at helping the productive sector, mainly: (a) Federal Government measures - (i) PIS/Cofins and INSS-Companies’ Contribution - collections from April and May were postponed to August and October; (ii) FGTS - collections from March to May 2020 were postponed to July 2020, with payment in six equal installments; (iii) System S (employer contributions to social entities that train and support employees)  - 50% reduction in rates from April to June 2020; and (iv) IOF - reduction from 3% to zero in certain operations carried out from April to July 2020; (b) State of Pernambuco measures - (i) ICMS on import of fuel - deferral of up to 30 days.

As a result of the abrupt reduction in the demand and prices of oil and fuel, the Company adopted a set of measures aiming at reducing costs, postponing cash outflows and optimizing its working capital, in order to ensure its financial strength and resilience of its businesses. The main measures are:

·     

Draw down of revolving credit lines, amounting to US$ 8,010, as well as other lines in domestic banking market, in the total amount of US$ 698;

·     

postponement of payment of dividends declared based on 2019 earnings (note 28);

·     

postponement of judicial deposits to 2021, mainly relating to tax proceedings;

·     

reduction and postponement of expenses with human resources, with emphasis on: (i) postponement of payment for the 2019 Performance Award Program; (ii) postponement of the payment of 30% of the total monthly remuneration of the Board of Directors, President, Executive Officers and upper management, and between 10% to 30% of the monthly remuneration of lower management and consultants; and (iii) temporary change in workday regime from shift turn and stand-by work to administrative regime for about 3,200 employees;

·     

reduction of capital expenditures scheduled for 2020 from US$ 12 billion to US$ 8.5 billion, mainly due to the postponement of exploratory activities, interconnection of wells and construction of production and refining facilities, and the depreciation of the Brazilian real against the U.S. dollar;

·     

reduction of 200 thousand bpd of oil production from April 2020 (included the reduction of 100 thousands bpd announced in the end of March 2020), and a reduction in the utilization factor of refineries from 79% to 60%, allowing the maintenance of reasonable surplus in the storage capacity, aiming at avoiding the adoption of costly measures such as the chartering of ships to store liquids. However, with the evolution of the demand for our products performing better than expected, the Company opted for the gradual return to the previous level of average oil production, accompanied by an increase in the utilization factor of the refining facilities;

 

11


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

·     

reduction in projected operating expenses for 2020, with an additional decrease of US$ 2 billion, mainly through: (i) hibernation of platforms operating in shallow waters, with higher lifting costs per barrel, and for which, due to the drop in oil prices, the Company estimates negative cash flows; (ii) lower expenses with stoppages in wells and optimization of production logistics; and (iii) postponement of new relevant contracts for a period of 90 days;

·     

negotiation efforts with suppliers in order to obtain postponement of cash outflows, the cancellation or suspension of certain contracts, postponement of deliveries of materials and services, reductions in price and scope of services. Regarding the postponement of agreed deliveries of materials, no cases have been identified that put advances to suppliers at risk. In the negotiations involving the cancellation or suspension of contracts, no facts have been observed that give rise to the accounting for additional obligations or penalties for the Company;

·     

as a result of the extraordinary circumstance and the structural reduction in the demand for natural gas in the Brazilian market, the Company declared force majeure in the agreement for the purchase of natural gas related to the Manati field, as provided for in the contract. The Company is also negotiating with other agents in the natural gas chain aiming at reducing the effects resulting from the pandemic. Petrobras is constantly monitoring the current scenario and its developments on the gas market, reinforcing that, given the gravity, unpredictability and unprecedentedly of the subject, actions by all agents in the natural gas chain are necessary in order to reduce the impacts on the sector and, consequently, on the society.

 

In addition, the global adverse scenario encouraged the Company to revise its top metric relating to indebtedness, contained in the Strategic Plan 2020-2024, replacing the Net debt / Adjusted EBITDA ratio with the Gross debt. The target approved for the Gross debt for 2020 is US$ 87 billion, the same level as 2019.

As a result of the implementation of the aforementioned measures, the Company, after simulating several stress scenarios, estimates that will be able to balance its financing and its cash flows. Thus, management believes that it has adequate resources to continue its operations for at least 12 months after the reporting date and, therefore, the going concern principle is applied in the preparation of these interim financial statements.

3.3.      Effects on these unaudited consolidated interim financial statements

The impacts of COVID-19 pandemic on the economic environment were considered in the preparation of these interim consolidated financial statements. Information on key estimates and judgments that require a high level of judgment and complexity in their applications and that could materially affect the Company's financial condition and results, were disclosed in the financial statements of December 31, 2019 and revised for this interim financial statements, in order to determine possible changes in assumptions and judgments arising from current market conditions.

The results of the revision of these assumptions are presented below:

·            

oil prices and expectations for the world economy growth have presented a consistent decline. With the impacts of COVID-19 on the global economy, the demand for oil products was also severely affected in the first months of the year. Accordingly, short, medium and long-term estimated macroeconomic scenarios and price assumptions are no longer compatible with those approved in the 2020-2024 Strategic Plan. For the long-term, in some scenarios, the Company expects these shocks on the economy and on consumer habits will be permanent, impacting the demand for oil products and, hence, Brent prices. This premise is based on the expectation that certain solutions adopted during social isolation will be preserved and become permanent to some degree. As a result, the Company brought forward the approval of a new set of assumptions for the 2021-2025 Strategic Plan. With the new assumptions, impairment losses were recognized in the first quarter of 2020, in the amount of US$ 13,371 (note 20);

·            

expected exports were impacted by the effects arising from the oil price shock and the COVID-19 pandemic. Thus, a portion of highly probable future exports whose exchange rate variations were designated in hedge relationships are no longer considered highly probable, but are still expected to occur, and as a consequence the hedge relationships were revoked, in the amount of US$ 35,774, significantly increasing in the Company's U.S. dollar/real exposure at March 31, 2020. In addition, a portion of exports designated for hedge relationships for the months of April to December 2020 are no longer expected, and consequently a portion of unrealized losses were reclassified from Other comprehensive income to the Statement of Income in the first quarter of 2020, in the amount of US$ 510 (note 30.2);

·            

inventories adjusted to net realizable value, accounting for a US$ 264 loss within cost of sales (note 11);

 

12


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

·            

recognition of expected credit losses (ECL) on the Company's financial assets that are not measured at fair value through profit or loss considered estimated impacts of the COVID-19 pandemic. For financial assets whose counterparties have ratings published by credit risk agencies, when already reflecting the effects of the pandemic, the information was used to calculate the ECL. For other financial assets, in general, the expected effects of COVID-19 pandemic were incorporated into the ECL by identifying the changes in default probability based on observable data by area of ​​operation, type of product and region. No significant effects were identified;

·            

deferred tax assets recognized at March 31, 2020 were assessed for recoverability based on projections of future taxable profits (note 12.2);

·            

estimates of oil and gas reserves are prepared reflecting, in an integrated manner, the projects in the Company's Strategic Plan portfolio, technical uncertainties and assumptions such as prices and costs. At March 31, 2020, there was no change in the Company's Strategic Plan portfolio or in the Company’s reserves that impact these unaudited consolidated interim financial statements. In addition, estimation on the provision for decommissioning costs reflects, largely, obligations that will be realized in the medium and long-term. Such assumptions used for these estimates are supported by the Company's Strategic Plan and annual reserves estimation process, which are based on long-term visions.  Thus, the assumptions for the provision have remained consistent with year end given the long term nature of these costs;

·            

revenue recognition from contracts with customers had no changes in its assumptions. The expectation of satisfaction of the obligation by the customer remains at the maturity of each operation, considered highly probable, subject only to the fulfillment of the conditions precedent set forth in the sales contracts. The Company’s customers gave no indication about the intention to breach or revise the terms and conditions of contracts in effect as of March 31, 2020;

·            

the Company's litigation includes no cases related to COVID-19 with potential financial risk that directly impact this interim financial information. However, the Company is aware of some recent labor actions filed by certain unions, whose claims are related to the resilience plan recently announced to reduce expenses, for which the Company considers the likelihood of loss possible or remote, and no disbursement is expected.

4.          Cash and cash equivalents and Marketable securities

4.1.      Cash and cash equivalents

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

 

03.31.2020

12.31.2019

Cash at bank and in hand

428

572

 

 

 

Short-term financial investments

 

 

- In Brazil

 

 

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

2,932

1,699

Other investment funds

14

4

 

2,946

1,703

- Abroad

 

 

Time deposits

1,207

7

Automatic investing accounts and interest checking accounts

10,571

4,620

Other financial investments

310

470

 

12,088

5,097

Total short-term financial investments

15,034

6,800

Total cash and cash equivalents

15,462

7,372

 

 

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

 

13


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

4.2.      Marketable securities

 

03.31.2020

12.31.2019

 

Total

Total

Fair value through profit or loss

631

875

Fair value through other comprehensive income

3

7

Amortized cost

52

64

Total

686

946

Current

644

888

Non-current

42

58

 

 

 

 

 

 

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

5.          Sales revenues

 

2020

2019     Reclassifed

 

Jan-Mar

Jan-Mar

Diesel

4,086

5,419

Gasoline

1,899

2,347

Liquefied petroleum gas

902

1,010

Jet fuel

850

978

Naphtha

672

420

Fuel oil (including bunker fuel)

266

286

Other oil products

692

835

Subtotal oil products

9,367

11,295

Natural gas

1,211

1,516

 Renewables  and nitrogen products

26

79

Breakage

91

165

Electricity

292

497

Services, agency and others

159

329

Domestic market

11,146

13,881

Exports

5,620

3,857

Sales  abroad (*)

377

1,065

Foreign market

5,997

4,922

Sales revenues (**)

17,143

18,803

 

 

 

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

 

 

(**) Sales revenues by business segment are set out in note 9.

 

 

 

 

 

 

 

In the three-month periods ended March 31, 2020 and 2019, sales to BR Distribuidora represent more than 10% of the Company sales revenues, mainly associated with the refining, transportation and marketing segment.

5.1.      Remaining performance obligations

The Company has current sales contracts with original expected duration of more than 1 year, in which the volumes of goods or services for future sales are determined, as well as their respective payment terms.

The estimated remaining values of these contracts at March 31, 2020 presented below are based on the contractually agreed future sales volumes, as well as prices prevailing at March 31, 2020 or practiced in recent sales when they reflect the more directly observable information:

 

Total

Expected recognition within 1 year

Domestic market

 

 

Gasoline

1,778

1,778

Diesel

6,498

6,498

Natural gas

15,211

3,609

Services and others

7,575

2,585

Naphtha

1,920

1,920

Electricity

3,229

600

Other oil products

29

29

Jet fuel

1,590

1,590

Foreign market

 

 

Exports

4,783

622

Total

42,613

19,231

 

 

 

 

14


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

 

The revenues will be recognized once goods are transferred and services are provided to the customers and their measurement and timing of recognition will be subject to future demands, changes in commodities prices, exchange rates and other market factors.

The table above does not include information on contracts with original expected duration of one year or less, such as spot-market contracts, variable considerations which are constrained, and information on contracts only establishing general terms and conditions (Master Agreements), for which volumes and prices will only be defined in subsequent contracts.

In addition, electricity sales are mainly driven by demands to generate electricity from thermoelectric power plants, as and when requested by the Brazilian National Electric System Operator (ONS). These requests are substantially affected by Brazilian hydrological conditions, thus, the table above presents mainly fixed amounts corresponding to the electricity contractually available to customers in these operations.

5.2.      Contract liabilities

The balance of contract liabilities carried on the statement of financial position at March 31, 2020 amounted to US$ 99 (US$ 128 as of December 31, 2019). This amount is classified as other current liabilities and primarily comprises advances from customers in ship and take or pay contracts to be recognized as revenue based on future sales of natural gas or following the non-exercise of the right by the customer.

15


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

6.          Costs and expenses by nature

6.1.       Cost of sales

 

2020

2019                    Reclassified

 

Jan-Mar

Jan-Mar

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

(4,438)

(5,983)

Depreciation, depletion and amortization

(2,895)

(2,992)

Production taxes

(1,846)

(2,398)

Employee compensation

(700)

(840)

Total

(9,879)

(12,213)

(*) It Includes short-term leases and inventory turnover.

 

 

 

 

6.2.      Selling expenses

 

2020

2019                    Reclassified

 

Jan-Mar

Jan-Mar

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

(1,155)

(687)

Depreciation, depletion and amortization

(123)

(136)

Allowance for expected credit losses

(9)

(29)

Employee compensation

(48)

(51)

Total

(1,335)

(903)

 

(*) Includes short-term leases (12 months or less) and inventory changes.

 

 

 

6.3.      General and administrative expenses

 

2020

2019                    Reclassified

 

Jan-Mar

Jan-Mar

Employee compensation

(288)

(383)

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

(94)

(139)

Depreciation, depletion and amortization

(29)

(42)

Total

(411)

(564)

 

 

 

 

 

16


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

7.          Other income and expenses

 

2020

2019                  Reclassified

 

Jan-Mar

Jan-Mar

Pension and medical benefits - retirees

(299)

(357)

Unscheduled stoppages and pre-operating expenses

(353)

(322)

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

(50)

(354)

Gains/(losses) with Commodities Derivatives

223

(225)

Institutional relations and cultural projects

(19)

(40)

Operating expenses with thermoelectric power plants

(36)

(34)

Voluntary Separation Plan - PDV

(41)

-

Equalization of expenses - Production Individualization Agreements

23

-

Variable compensation program

29

(99)

Government grants

8

28

Ship/Take or Pay agreements

33

(2)

Results on disposal/write-offs of assets and on remeasurement of investment retained with loss of control

(94)

183

Expenses/Reimbursements from E&P partnership operations

142

50

Amounts recovered from Lava Jato investigation

21

-

Others

156

38

Total

(257)

(1,134)

 

8.          Net finance income (expense)

 

Jan-Mar/2020

Jan-Mar/2019 - Reclassified

Finance income

174

257

Income from investments  and marketable securities (Government Bonds)

67

125

Discount and premium on repurchase of debt securities

1

2

Other income, net

106

130

Finance expenses

(1,622)

(1,777)

Interest on finance debt

(1,008)

(1,314)

Unwinding of discount on lease liabilities

(342)

(333)

Discount and premium on repurchase of debt securities

(260)

(184)

Capitalized borrowing costs

279

346

Unwinding of discount on the provision for decommissioning costs

(192)

(209)

Other finance expenses and income, net

(99)

(83)

Foreign exchange gains (losses) and indexation charges

(3,103)

(715)

Foreign exchange gains (losses) (*)

(1,767)

(19)

Reclassification of hedge accounting to the Statement of Income (*)

(1,400)

(755)

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

64

59

Total

(4,551)

(2,235)

(*) For more information, see note 30.2.

 

 

 

 

 

17


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

9.          Net  income by operating segment

 

Consolidated Statement of Income by operating segment

 

Jan-Mar/2020

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Corporate and other business

Eliminations

Total

 

 

 

 

 

 

 

Sales revenues

10,877

15,480

2,370

198

(11,782)

17,143

    Intersegments

10,667

302

753

60

(11,782)

    Third parties

210

15,178

1,617

138

-

17,143

Cost of sales

(5,907)

(15,397)

(1,345)

(193)

12,963

(9,879)

Gross profit (loss)

4,970

83

1,025

5

1,181

7,264

Income (expenses)

(13,528)

(914)

(673)

(568)

(8)

(15,691)

  Selling

-

(650)

(674)

(4)

(7)

(1,335)

  General and administrative

(47)

(61)

(27)

(276)

-

(411)

  Exploration costs

(104)

-

-

-

-

(104)

  Research and development

(62)

(3)

(3)

(27)

-

(95)

  Other taxes

(16)

(42)

(9)

(51)

-

(118)

  Impairment of assets

(13,167)

(43)

-

(161)

-

(13,371)

  Other income and expenses

(132)

(115)

40

(49)

(1)

(257)

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

(8,558)

(831)

352

(563)

1,173

(8,427)

  Net finance income (expenses)

-

-

-

(4,551)

-

(4,551)

  Results in equity-accounted investments

(155)

(185)

(2)

44

-

(298)

Net income / (loss) before income taxes

(8,713)

(1,016)

350

(5,070)

1,173

(13,276)

  Income taxes

2,909

283

(120)

626

(398)

3,300

Net income from continuing operations for the period

(5,804)

(733)

230

(4,444)

775

(9,976)

Net income from discontinued operations for the period

-

-

-

-

-

Net income for the period

(5,804)

(733)

230

(4,444)

775

(9,976)

Attributable to:

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders of Petrobras

(5,804)

(702)

214

(4,198)

775

(9,715)

Net income from continuing operations

(5,804)

(702)

214

(4,198)

775

(9,715)

Net income from discontinued operations

-

-

-

-

-

Non-controlling interests

(31)

16

(246)

(261)

Net income from continuing operations

-

(31)

16

(246)

-

(261)

Net income from discontinued operations

-

-

-

-

-

 

 

18


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 


 

 

 

 

 

Jan-Mar/2019    Reclassified

 

Exploration

and

Production

Refining,

Transportation

& Marketing

Gas

&

Power

Corporate and other business

Eliminations

Total

 

 

 

 

 

 

 

Sales revenues

11,384

16,135

3,208

361

(12,285)

18,803

    Intersegments

11,053

3,687

928

49

(12,285)

3,432

    Third parties

331

12,448

2,280

312

-

15,371

Cost of sales

(6,804)

(14,905)

(2,301)

(342)

12,139

(12,213)

Gross profit (loss)

4,580

1,230

907

19

(146)

6,590

Income (expenses)

(560)

(619)

(499)

(1,311)

(10)

(2,999)

  Selling

-

(464)

(417)

(14)

(8)

(903)

  General and administrative

(71)

(85)

(36)

(372)

-

(564)

  Exploration costs

(174)

-

-

-

-

(174)

  Research and development

(93)

(4)

(5)

(36)

-

(138)

  Other taxes

(21)

(22)

(16)

(34)

-

(93)

  Impairment of assets

73

(66)

-

-

-

7

  Other income and expenses

(274)

22

(25)

(855)

(2)

(1,134)

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

4,020

611

408

(1,292)

(156)

3,591

  Net finance income (expenses)

-

-

-

(2,235)

-

(2,235)

  Results in equity-accounted investments

36

93

3

(1)

-

131

Net income / (loss) before income taxes

4,056

704

411

(3,528)

(156)

1,487

  Income taxes

(1,367)

(207)

(139)

1,171

53

(489)

Net income from continuing operations for the period

2,689

497

272

(2,357)

(103)

998

Net income from discontinued operations for the period

-

-

4

123

-

127

Net income for the period

2,689

497

276

(2,234)

(103)

1,125

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to shareholders of Petrobras

2,690

506

248

(2,271)

(103)

1,070

Net income from continuing operations

2,690

506

245

(2,359)

(103)

979

Net income from discontinued operations

-

-

3

88

-

91

Non-controlling interests

(1)

(9)

28

37

55

Net income from continuing operations

(1)

(9)

27

2

-

19

Net income from discontinued operations

-

-

1

35

-

36

 

The consolidated amounts of intersegment sales (remaining after eliminations) relates to sales from the RT&M to BR, which is presented as discontinued operation within Corporate and other business.

19


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

10.       Trade and other receivables

10.1.   Trade and other receivables, net

 

03.31.2020

12.31.2019

 

 

 

Receivables from contracts with customers

 

 

Third parties

3,228

4,481

Related parties

 

 

Investees (note 37.1)

501

794

Receivables from the electricity sector

245

334

Subtotal

3,974

5,609

Other trade  receivables

 

 

Third parties

 

 

Receivables from divestments (*)

1,448

1,434

Lease receivables

476

482

Other receivables

1,399

831

Related parties

 

 

Petroleum and alcohol accounts - receivables from Brazilian Government (note 37.1)

237

304

Subtotal

3,560

3,051

Total trade receivables

7,534

8,660

Expected credit losses (ECL) - Third parties

(2,136)

(2,286)

Expected credit losses (ECL) - Related parties

(37)

(45)

Total trade receivables, net

5,361

6,329

Current

3,052

3,762

Non-current

2,309

2,567

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

 

 

 

Trade and other receivables are generally classified as measured at amortized cost, except for receivables with final prices linked to changes in commodity price after their transfer of control, which are classified as measured at fair value through profit or loss, amounting to US$ 601 as of March 31, 2020 (US$ 357 as of December 31, 2019).

10.2.   Aging of trade and other receivables – third parties

 

03.31.2020

12.31.2019

 

 

 

 

 

 

Trade receivables

Expected credit losses

Trade receivables

Expected credit losses

Current

4,313

(134)

4,658

(142)

Overdue:

 

 

 

 

1-90 days

109

(37)

251

(38)

91-180 days

47

(23)

24

(8)

181-365 days

25

(11)

49

(13)

More than 365 days

2,057

(1,931)

2,245

(2,086)

Total

6,551

(2,136)

7,227

(2,287)

 

 

 

 

 

 

 

20


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

10.3.   Changes in provision for expected credit losses

 

Jan-Mar/2020

Jan-Dec/2019

Opening balance

2,331

4,305

Additions

115

217

Write-offs

-

(1,241)

Reversals

(12)

-

Transfer of assets held for sale

-

(871)

Cumulative translation adjustment

(261)

(79)

Closing balance

2,173

2,331

 

-

-

Current

953

1,103

Non-current

1,220

1,228

 

 

 

 

 

In 2020, the additions include a provision of US$ 52 on receivables in foreign currency, basically resulting from the 29% exchange rate devaluation in first quarter of 2020, as well as the recording of a supplementary provision arising from the Covid-19 (US$ 18).

In the year ended December 31, 2019, the write-offs primarily relate to the termination of a lawsuit relating to the electricity sector.

11.       Inventories

 

03.31.2020

12.31.2019

Crude oil

2,704

3,905

Oil products

1,881

2,274

Intermediate products

452

586

Natural gas and Liquefied Natural Gas (LNG)

97

173

Biofuels

24

28

Fertilizers

10

28

Total products

5,168

6,994

Materials, supplies and others

840

1,195

Total

6,008

8,189

 

 

 

 

 

 

 

 

In the first quarter of  2020, the Company recognized a US$ 342 loss within cost of sales, adjusting inventories to net realizable value (a US$ 41 gain as a reversal of cost of sales in the first quarter of  2019) primarily due to changes in international prices of crude oil and oil products.

At March 31, 2020, the Company had pledged crude oil and oil products volumes as collateral for the Terms of Financial Commitment (TFC) signed by Petrobras and Petros in 2008, presenting no significant changes when compared to the amount reported at December 31, 2019.

21


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

12.       Taxes

12.1.   Income taxes and other taxes

Income taxes

Current assets

Current liabilities

Non-current liabilities

 

03.31.2020

12.31.2019

03.31.2020

12.31.2019

03.31.2020

12.31.2019

Taxes in Brazil

 

 

 

 

 

 

Income taxes

1,698

2,485

34

71

-

-

Income taxes - Tax settlement programs

-

-

44

57

383

504

 

1,698

2,485

78

128

383

504

Taxes abroad

9

8

114

148

-

-

Total

1,707

2,493

192

276

383

504

(*) See note 20.2 for detailed information.

 

 

 

 

 

 

 

 

Other taxes

Current assets

Non-current assets

Current liabilities

Non-current     liabilities (*)

 

03.31.2020

12.31.2019

03.31.2020

12.31.2019

03.31.2020

12.31.2019

03.31.2020

12.31.2019

Taxes in Brazil

 

 

 

 

 

 

 

 

Current / Deferred ICMS (VAT)

447

555

290

364

426

759

-

-

Current / Deferred PIS and COFINS

300

417

2,036

2,591

193

252

37

44

Claim to recover PIS and COFINS

-

-

677

820

-

-

-

-

CIDE

21

31

-

-

25

45

-

-

Production taxes

-

-

-

-

1,046

1,929

178

266

Withholding

income taxes

-

-

-

-

96

232

-

-

Others

30

31

118

153

107

189

200

225

Total in Brazil

798

1,034

3,121

3,928

1,893

3,406

415

535

Taxes abroad

24

17

-

11

19

18

-

-

Total

822

1,051

3,121

3,939

1,912

3,424

415

535

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

 

 

12.2.   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:

22


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 


 

 

Balance at January 1, 2019

2,026

Recognized in the statement of income for the year

(2,798)

Recognized in the statement of income of discontinued operation (*)

(612)

Recognized in shareholders’ equity

1,617

Cumulative translation adjustment

58

Use of tax credits

(329)

Transfers to held for sale

(276)

Others

(58)

Balance at December 31, 2019

(372)

Recognized in the statement of income for the period

3,470

Recognized in shareholders’ equity

7,127

Cumulative translation adjustment

(930)

Use of tax credits

8

Transfers to held for sale

4

Others

11

Balance at March 31, 2020

9,318

Deferred tax assets

1,388

Deferred tax liabilities

(1,760)

Balance at December 31, 2019

(372)

Deferred tax assets

9,485

Deferred tax liabilities

(170)

Balance at March 31, 2020

9,315

 

 

(*) Deferred income taxes on the remeasurement of the remaining interest in BR Distribuidora, as set out in note 30 to the audited consolidated financial statements as of December 31, 2019.

 

 

 

The Company conducts annual analysis to determine the recognition of deferred tax assets in the financial statements. Exceptionally, due to the COVID-19 pandemic and its impacts on the Company's operations, a new study was carried out based on the Strategic Plan approved by the Board of Directors, with an update on the main assumptions such as Brent prices and exchange rate. This new study confirmed the existence of future taxable profits to support the maintenance of deferred tax assets, with realization expected to occur from 2021 to 2027.

The balance of deferred tax assets increased in the first quarter of 2020 mainly due to the foreign exchange variation on finance debt recorded in other comprehensive income, relating to the hedge accounting, and to impairment losses.

 

23


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

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

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

 

2020

2019           Reclassified

 

Jan-Mar

Jan-Mar

Net income before income taxes

(13,276)

1,487

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

4,513

(506)

Adjustments to arrive at the effective tax rate:

(1,213)

17

·    Different jurisdictional tax rates for companies abroad

(735)

188

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

(259)

(53)

·    Tax incentives (**)

(143)

12

·    Tax loss carryforwards (unrecognized tax losses)

25

(78)

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

(107)

(119)

·    Others

6

67

Income taxes expense

3,300

(489)

Deferred income taxes

3,470

132

Current income taxes

(170)

(621)

Total

3,300

(489)

 

 

 

Effective tax rate of income taxes

24.9%

32.9%

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

(**) It includes tax incentives granted by dutch authorities.

(***) It includes results in equity-accounted investments, expenses relating to health care plan and provisions for legal proceedings.

 

 

13.       Short-term and other benefits

 

03.31.2020

12.31.2019

Accrued vacation pay

561

660

Profit sharing

17

16

Employees variable compensation program

345

655

Voluntary Severance Program (PDV)

121

140

Salaries and related charges

161

212

Total

1,205

1,683

Current

1,183

1,645

Non-current

22

38

 

 

Performance Award Program (PPP)

In the first quarter of 2020, the Company paid US$ 147 based on the 2019 earnings, and a final payment is expected to occur by December 2020.

On April 28, 2020, the Company’s Board of Directors approved the program for 2020, which will paid in case the Company presents annual net income, as well as the achievement of corporate performance metrics, individual employee performance and results of the areas.

Due to the uncertain scenario imposed by the COVID-19 pandemic and its effects on the global economy, in the first quarter of 2020 the Company recognized no provision for this program.

 

24


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

Voluntary Severance Programs

Changes in the provision for expenses relating to voluntary severance programs implemented by the Company are set out as follows:

 

Jan-Mar/2020

Jan-Dec/2019

Opening Balance

140

35

Discontinued operations

(21)

Enrollments

45

200

Revision of provisions

(4)

(2)

Separations in the period

(28)

(71)

Cumulative translation adjustment

(32)

(1)

Closing Balance

121

140

Current

100

98

Non-current

21

42

 

 

On April 7, 2020, the Company approved the creation of a new voluntary severance program called Incentive Retirement Program (Programa de Aposentadoria Incentivada - PAI), with enrollment from May 6 to July 31. For further information, see note 33.

14.       Employee benefits (Post-Employment)

14.1.   Pension and medical benefits

On December 27, 2019, the Previc authorized the split of PPSP-R and PPSP-NR plans, aiming to gather participants of “Pre-70 group” in “PPSP-R Pre-70” and “PPSP-NR Pre-70”.

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

25


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 


 

Pension Plans

Medical Plan

 

 

 

 

 

 

 

 

 

 

 

 

Petros Renegotiated

Petros Renegotiated Pré-70

Petros Non-renegotiated

Petros Non-renegotiated Pré-70

Petros 2

AMS

Other

 plans

Total

Balance at January 1, 2019

7,152

2,880

411

12,236

71

22,750

Discontinued operations

(399)

(176)

(17)

(651)

(1)

(1,244)

Remeasurement effects recognized in other comprehensive income

4,155

815

527

89

3

5,589

Current service cost

51

6

40

208

2

307

Interest income and expenses

510

205

35

1,024

5

1,779

Contributions paid

(340)

(107)

-

(442)

(7)

(897)

Payments related to Term of financial commitment

(717)

(269)

-

-

-

(985)

Others

-

-

-

-

(48)

(48)

Cumulative Translation Adjustment

(181)

(90)

(7)

(478)

(1)

(757)

Balance at December 31, 2019

10,231

-

3,264

-

989

11,986

24

26,494

Current

348

163

376

887

Non-current

9,883

3,101

989

11,610

24

25,607

Balance at December 31, 2019

10,231

3,264

989

11,986

24

26,494

Transfer due to split on January  01, 2020 (*)

(621)

621

(630)

630

-

-

-

Current service cost

3

-

-

-

15

61

-

79

Interest income and expenses

123

9

32

10

15

176

-

365

Contributions paid

(70)

(2)

(20)

(2)

-

(81)

(1)

(176)

Payments related to Term of financial commitment

-

(94)

-

(64)

-

-

-

(158)

Others

(1)

-

-

-

1

-

Cumulative Translation Adjustment

(2,213)

(82)

(645)

(86)

(225)

(2,703)

(4)

(5,958)

Balance at March 31, 2020

7,452

452

2,001

488

795

9,439

19

20,646

Current

262

31

99

38

-

292

-

722

Non-current

7,190

421

1,902

450

795

9,147

19

19,924

Balance at March 31, 2020

7,452

452

2,001

488

795

9,439

19

20,646

(*) Balances segregated on January 1, 2020, following the split approval on December 27, 2019.

 

 

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

 

Pension

 Plans

Medical Plan

 

 

 

 

 

 

 

 

 

 

 

 

Petros Renegotiated

Petros Renegotiated Pre-70

Petros Non-renegotiated

Petros Non-renegotiated Pré-70

Petros 2

AMS

Other

Plans

Total

Related to active employees

15

2

25

104

(1)

145

Related to retired employees

111

9

30

10

5

133

1

299

Net costs for Jan-Mar/2020

126

9

32

10

30

237

-

444

Net costs for Jan-Mar/2019 - Reclassified

147

55

20

322

2

546

 

 

 

For the first quarter of  2020, the Company's contribution to the defined contribution portion of the Petros Plan 2 was US$ 50 (US$ 61 for the first quarter of  2019) recognized in the statement of income.

Financial statements for the PPSP-R and PPSP-NR plans for 2019 were approved by the Executive Council of Petros on March 18, 2020, presenting an accumulated deficit of US$ 517 (R$ 2,309 million) and US$ 245 (R$ 1,093 million), respectively, according to the general accepted accounting standards for the post-retirement sector, regulated in Brazil by the Post-Retirement Benefit Federal Council – CNPC.

 

26


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

The deficits were computed based on annual actuarial review carried out by an independent actuary and were already considered in the Company’s audited financial statements ended December 31, 2019.

The table below presents the reconciliation of the deficit of Petros Plan registered by Petros Foundation as of December 31, 2019, according to the standards issued by CNPC and according to international accounting standards (IAS 19):

 

 

 

12.31.2019

 

PPSP-R

PPSP-NR

Total

Deficit registered by Petros

573

271

844

Financial assumptions

3,326

906

4,232

Ordinary and extraordinary sponsor contributions

3,305

811

4,116

Changes in fair value of plan assets (*)

2,217

1,193

3,410

Others (including Actuarial valuation method)

810

83

893

Net actuarial liability registered by the Company

10,231

3,264

13,495

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

 

 

New Deficit Settlement Plan (New PED)

On April 28, 2020, the New Deficit Settlement Plan for the plans Petros Renegotiated (PPSP-R) and Petros Non Renegotiated (PPSP-NR) was approved by the Secretariat of Management and Governance of the State-owned Companies (SEST) and, on May 5, 2020, the Superintendency of Post-retirement Benefits (PREVIC) approved it.

The New PED, which covers 2015 and 2018 deficits and incorporates 2019 results, amounts to US$ 6.5 billion (R$ 33.7 billion) as of December 31, 2019, of which US$ 6.2 billion (R$ 32.1 billion) arises from PED 2015 and the remaining relates mainly to the accumulated deficit of 2018 and 2019. Of the total amount, US$ 3 billion (R$ 15.6 billion) will be paid by Petrobras, in compliance with contributory parity provided for by relevant legislation. The rest of the deficit will be paid by other sponsors and participants of the PPSP-R and PPSP-NR plans.

Recalculated extraordinary contributions are estimated to start in June 2020, and the collection period is lifelong, according to legislation.

The independent actuaries are carrying out the recalculation of the actuarial liabilities, and the effects will be recognized in Petrobras' financial statements in the second quarter of 2020. The effects resulting from changes in regulations will be recognized in the Statement of Income, while those related to the recalculation of extraordinary contributions will be recognized in Equity within Other Comprehensive Income.

15.       Provisions for legal proceedings

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

The Company recognizes provisions based on the best estimate of the costs of proceedings for which it is probable that an outflow of resources embodying economic benefits will be required and that can be reliably estimated. These proceedings mainly include:

·            

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

·            

Tax claims including: (i) claims relating to Brazilian federal tax credits applied that were disallowed; and (ii) alleged misappropriation of VAT (ICMS) tax credits; and (iii) fines for non-compliance with accessory tax obligation;

·            

Civil claims relating to: (i) litigations involving the company Sete Brasil; (ii) lawsuits related to contracts; (iii) royalties and special participation charges, including royalties over the shale extraction; (iv) penalties applied by ANP relating to measurement systems.

·            

Environmental claims for compensation relating to an environmental accident in the State of Paraná, in 2000.

Provisions for legal proceedings are set out as follows:

 

27


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 


 

03.31.2020

12.31.2019

Current and Non-current liabilities

 

 

Labor claims

707

895

Tax claims

479

463

Civil claims

930

1,523

Environmental claims

192

232

Total

2,308

3,113

Current liabilities

58

Non-current liabilities

2,250

3,113

 

 

 

Jan-Mar/2020

Jan-Dec/2019

Opening Balance

3,113

7,405

  Additions, net of reversals

9

1,290

  Use of provision

(209)

(5,332)

  Accruals and charges

55

233

  Transfer to assets held for sale

-

(289)

  Others

22

22

  Cumulative translation adjustment

(682)

(216)

Closing Balance

2,308

3,113

 

 

In preparing its consolidated financial statements for the first quarter of  2020, the Company considered all available information concerning legal proceedings in which the Company is a defendant, in order to estimate the amounts of obligations and probability that outflows of resources will be required.

The main changes in provisions for legal proceedings in the first quarter of  2020 relate to: (i) use of provision amounting to US$ 142 due to the agreement relating to the company Sete Brasil litigations; (ii) use of provision amounting to US$ 74 referring to the agreement approved by the STF in claim for compensation of loss of profit in a lawsuit filed by Sergás and the state of Sergipe; offset by (iii) US$ 74 relating to a provision for lawsuits involving refinery engineering contracts; (iv) US$ 37 relating to a VAT collection action in domestic bunker oil consumption operations for chartered vessels; and (v) US$ 24 in fines for non-compliance with an accessory tax obligation involving the state of Rio de Janeiro.

15.2.   Judicial deposits

 

03.31.2020

12.31.2019

Non-current assets

 

 

Tax

4,873

5,926

Labor

834

1,056

Civil

924

1,082

Environmental

124

160

Others

9

12

Total

6,764

8,236

 

 

 

 

 

Jan-Mar/2020

Jan-Dec/2019

Opening Balance

8,236

6,711

Additions

415

2,021

Use

(31)

(187)

Accruals and charges

55

329

Transfer to assets held for sale

-

(313)

Others

1

(1)

Cumulative translation adjustment

(1,912)

(324)

Closing Balance

6,764

8,236

 

 

 

 

In the first quarter of 2020, the Company made judicial deposits in the amount of US$ 415 , including: (i) US$ 188 related to the chartering of platforms due to the legal dispute related to the IRRF; and (ii) US$ 124 referring to IRPJ and CSLL for not adding the profits of subsidiaries and affiliates domiciled abroad to the IRPJ and CSLL calculation basis.

28


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

15.3.   Contingent liabilities

The estimates of contingent liabilities for legal proceedings are indexed to inflation and updated by applicable interest rates. As of March 31, 2020, estimated contingent liabilities for which the possibility of loss is not considered remote are set out in the following table:

Nature

03.31.2020

12.31.2019

Tax

24,902

32,376

Labor

7,638

9,734

Civil - General

4,175

5,977

Civil - Environmental

1,252

1,576

Total

37,967

49,663

 

 

 

The main contingent liabilities are:

·            

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

·            

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

·            

Civil matters comprising: (i) litigations regarding Sete Brasil; (ii) administrative proceedings challenging an ANP order requiring Petrobras to pay additional special participation fees and royalties (production taxes) with respect to several fields; and (iii) a public civil action that discusses the alleged illegality of the gas supply made by the Company to its Nitrogen Fertilizer Production Unit.

·            

Environmental matters comprising indemnities for material and collective moral damages to the environment, material damages to the affected communities and IBAMA's environmental fines related to the upstream.

In the three-month period ended March 31, 2020, the main changes in the balance of contingent liabilities are related to the following reductions: (i) US$ 464 of civil matters involving contractual issues; and (ii) a US$ 471 reduction related to actions to collect differences in ICMS rates, resulting from sales of jet fuel to airlines in the domestic market, for which the likelihood of losses is now deemed remote,  since state and federal laws recognized the amnesty on such debts; partially offset by inflation indexation.

15.4.   Class action and related proceedings

In the three-month period ended March 31, 2020, there were no events that changed the assessment and judgment of arbitration and other legal proceedings in Argentina. As for the class action in the Netherlands, the only relevant progress that took place in the period relates to the decision on January 29, 2020, detailed in note 19.4.2 to the audited consolidated financial statements for the year ended December 31, 2019.

16.       Provision for decommissioning costs

Non-current liabilities

Jan-Mar/2020

Jan-Dec/2019

Opening balance

17,460

15,133

Adjustment to provision

-

5,642

Transfers related to liabilities held for sale (*)

(3)

(3,071)

Payments made

(121)

(502)

Interest accrued

163

699

Others

16

3

Cumulative translation adjustment

(3,930)

(444)

Closing balance

13,585

17,460

(*) In 2019, it includes transfers to held for sale related to the Campos basin; concessions in Rio Grande do Norte and Bahia states; Frade and Baúna fields, as set out in note 24.

 

 

29


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

The revision of the key assumptions of the Company's Strategic Plan, according to note 3.3, did not result in material changes in the provision for the decommissioning costs, given the composition of its cost structure, basically in dollars.

 

30


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

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

The Company has monitored the progress of investigations under the “Lava Jato” Operation and, in the preparation of these unaudited interim financial statements for the period ended March 31, 2020, did not identify any additional information that would affect the adopted calculation methodology to write off, in the third quarter of 2014, amounts overpaid for the acquisition of property, plant and equipment. The Company will continue to monitor these investigations for additional information in order to assess their potential impact on the adjustment made.

In the the three-month period ended March 31, 2020, new leniency and plea agreements entitled the Company to receive funds with respect to compensation for damages, in the amount of US$ 21, accounted for as other income and expenses (no funds received in the same period of 2019). Thus, the total cumulative amount recovered from the “Lava Jato” investigation through March 31, 2020 is US$ 1,124 (US$ 1,103 through December 31, 2019).

17.1.   U.S. Commodity Futures Trading Commission - CFTC

In May 2019, the U.S. Commodity Futures Trading Commission (“CFTC”) contacted Petrobras with an inquiry regarding trading activities related to the Lava Jato Operation.  Petrobras reiterates that it continues to cooperate with the regulatory authorities, including the CFTC, regarding any inquiry.

17.2.   Order of civil inquiry - Brazilian Public Prosecutor’s Office

On December 15, 2015, the State of São Paulo Public Prosecutor’s Office issued the Order of Civil Inquiry 01/2015, establishing a civil proceeding to investigate the existence of potential damages caused by Petrobras to investors in the Brazilian stock market. The Brazilian Attorney General’s Office (Procuradoria Geral da República) assessed this civil proceeding and determined that the São Paulo Public Prosecutor’s Office has no authority over this matter, which must be presided over by the Brazilian Public Prosecutor’s Office. The Company has provided all relevant information requested by the authorities.

31


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

18.       Property, plant and equipment

18.1.   By class of assets

 

Land, buildings

and

improvement

Equipment and other assets (*)

Assets under

construction (**)

Exploration and development costs (oil and gas producing properties) (***)

Right-of-use assets

Total

Balance at January 1, 2019

5,210

76,028

28,926

47,219

-

157,383

Adoption of IFRS 16

-

-

-

-

26,575

26,575

Additions

-

2,784

5,269

145

2,332

10,530

Additions to / review of estimates of decommissioning costs

-

-

-

5,497

-

5,497

Capitalized borrowing costs

-

-

1,336

-

-

1,336

Reimbursement under the Transfer of Rights Agreement

-

-

-

(8,319)

-

(8,319)

Write-offs              

(3)

(92)

(293)

(407)

(21)

(816)

Transfers

478

6,055

(10,466)

4,879

126

1,072

Transfers to assets held for sale

(803)

(4,942)

(621)

(1,204)

(1,339)

(8,909)

Depreciation, amortization and depletion

(231)

(6,106)

-

(4,756)

(5,019)

(16,112)

Impairment recognition

(2)

(1,298)

(1,453)

(743)

(161)

(3,657)

Impairment reversal

-

236

80

459

-

775

Cumulative  translation adjustment

(199)

(2,287)

(826)

(1,873)

(905)

(6,090)

Balance at December 31, 2019

4,450

70,378

21,952

40,897

21,588

159,265

Cost and accumulated impairment

6,856

119,993

21,952

70,647

26,440

245,888

Accumulated depreciation, amortization and depletion

(2,406)

(49,615)

-

(29,750)

(4,852)

(86,623)

Balance at December 31, 2019

4,450

70,378

21,952

40,897

21,588

159,265

Additions

-

1,200

1,651

-

451

3,302

Capitalized borrowing costs

-

-

279

-

-

279

Write-offs

-

(14)

(67)

(17)

(2)

(100)

Transfers

9

1,035

(1,722)

798

-

120

Transfers to assets held for sale

-

(130)

129

(582)

-

(583)

Depreciation, amortization and depletion

(46)

(1,429)

-

(1,228)

(1,097)

(3,800)

Impairment recognition (note 20)

(5)

(6,793)

(2,767)

(3,477)

(331)

(13,373)

Cumulative  translation adjustment

(958)

(12,854)

(4,568)

(8,772)

(4,504)

(31,656)

Balance at March 31, 2020

3,450

51,393

14,887

27,619

16,105

113,454

Cost and accumulated impairment

5,367

92,354

14,887

51,838

20,783

185,229

Accumulated depreciation, amortization and depletion

(1,917)

(40,961)

-

(24,219)

(4,678)

(71,775)

Balance at March 31, 2020

3,450

51,393

14,887

27,619

16,105

113,454

Weighted average useful life in years

40

 (25 to 50)

(except land)

20

(3 to 31)

 

 

Units of production method

8

(2 to 47)

 

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

(**) See note 25 for assets under construction by operating segment.

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

 

 

The rights-of-use at March 31, 2020 comprise the following underlying assets:

 

32


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

 

Platforms

Vessels

Properties

Others

Total

Balance at December 31, 2019

12,196

8,335

691

366

21,588

Additions

32

352

3

64

451

Write-offs

-

-

-

(2)

(2)

Depreciation, amortization and depletion

(465)

(560)

(19)

(53)

(1,097)

Impairment recognition

(179)

-

(150)

(2)

(331)

Cumulative  translation adjustment

(2,432)

(1,844)

(144)

(84)

(4,504)

Balance at March 31, 2020

9,152

6,283

381

289

16,105

Cost and accumulated impairment

11,215

8,597

466

505

20,783

Accumulated depreciation, amortization and depletion

(2,063)

(2,314)

(85)

(216)

(4,678)

Balance at March 31, 2020

9,152

6,283

381

289

16,105

 

 

 

 

 

 

 

 

 

 

 

 

18.2.   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. For the three-month period ended March 31, 2020, the capitalization rate was 6.36% p.a. (5.90% p.a. for the same period of 2019).

 

33


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

19.       Intangible assets

19.1.   By class of assets

 

 

 

 

 

 

Rights and Concessions

Software

Goodwill

Total

Balance at January 1, 2019

2,330

272

203

2,805

Addition

1,339

74

-

1,413

Concession for exploration of oil and natural gas - Oil Surplus on the Transfer of Rights Agreement

15,341

-

-

15,341

Capitalized borrowing costs

-

4

-

4

Write-offs

(11)

(6)

-

(17)

Transfers

(83)

(47)

(137)

(267)

Amortization

(10)

(60)

-

(70)

Impairment recognition

(1)

-

-

(1)

Impairment reversal

-

-

-

-

Cumulative  translation adjustment

263

5

(3)

265

Balance at December 31, 2019

19,168

242

63

19,473

Cost

19,290

1,469

63

20,822

Accumulated amortization

(122)

(1,227)

-

(1,349)

Balance at December 31, 2019

19,168

242

63

19,473

Addition

1

18

-

19

Concession for exploration of oil and natural gas - Oil Surplus on the Transfer of Rights Agreement

-

-

-

-

Capitalized borrowing costs

-

-

-

-

Write-offs

(6)

(1)

-

(7)

Transfers

-

-

-

-

Amortization

(2)

(17)

-

(19)

Impairment recognition

-

-

-

-

Cumulative  translation adjustment

(4,302)

(53)

(7)

(4,362)

Balance at March 31, 2020

14,859

189

56

15,104

Cost

14,939

1,169

56

16,164

Accumulated amortization

(80)

(980)

-

(1,060)

Balance at March 31, 2020

14,859

189

56

15,104

Estimated useful life in years

(*)

5

Indefinite

 

 

 

 

 

 

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

(**) It includes the amount of US$ 6.058, reclassified from Intangible Assets to Property, Plant and Equipment, due to the declaration of commerciality of areas linked to the Transfer of Rights Agreement.

 

 

All agreements whose signature bonuses were paid in the last quarter of 2019, were signed with the regulatory authorities in the first quarter of 2020.

20.       Impairment

The Company annually tests its assets for impairment or when there is an indication that their carrying amount may not be recoverable.

During the first quarter of 2020, two events triggered significant and adverse effects on the oil and oil products market: (i) the outbreak of the COVID-19 pandemic, with a sharp reduction in the circulation of people and in the world economic activity, causing a shock on demand of these products, and (ii) failure in negotiations between members of Organization of the Petroleum Exporting Countries (OPEC) and its allies, led by Russia, to define production levels, which contributed to an increase in the global oil supply with a reduction in price in early March.

These events led the Company to adopt a set of measures aiming at preserving cash generation, in order to reinforce its financial strength and resilience of its businesses, as well as to revise, with the approval of its Board of Directors, the key assumptions of its current Strategic Plan, such as Brent prices, exchange rates, oil product spreads, among others.

 

34


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

Estimates of oil and gas reserves are prepared reflecting, in an integrated manner, the projects in the Company's Strategic Plan portfolio, technical uncertainties and assumptions such as prices and costs. At March 31, 2020, there was no change in the Company's Strategic Plan portfolio or in the Company’s reserves that impact these unaudited consolidated interim financial statements.

Under this scenario, the Company assessed the recoverability of the carrying amounts of its assets and, in the first quarter of 2020, impairment losses were recognized in the amount of US$ 13,371, primarily due to:

(i)               

US$ 11,798 relating to the effect of updated assumptions in the estimation of the recoverable amount of several E&P fields, notably in the following Cash Generating Units (CGU): Roncador, Marlim Sul, North group, Albacora Leste, Berbigão-Sururu group, CVIT group and Mexilhão; and

(ii)              

US$ 1,356 relating to the hibernation of fields and platforms in shallow waters, affecting CGUs North group, Ceará-Mar group and Ubarana group, as well as Caioba, Guaricema and Camorim fields.

In the first quarter of 2020, the Company recognized impairment reversals amounting to US$ 7.           

The table below shows the impairment losses and a reversal, recognized within the statement of income in the first quarter of 2020:

Asset or CGU by nature (*)

Carrying

amount

Recoverable amount (**)

Impairment

Business

 segment

Comments

 

 

 

 

 

 

Property, plant and equipment and intangible assets

 

 

 

 

 

Producing properties relating to oil and gas activities in Brazil (several CGUs)

35,001

22,562

(13,154)

E&P - Brazil

item (a)

Others

209

(219)

Several

 

 

 

 

(13,373)

 

 

 

 

 

 

 

 

Assets classified as held for sale

 

 

 

 

 

Producing property relating to oil and gas activities - Tucano Sul group

3

2

E&P - Brazil

item 20.2

Total

 

 

(13,371)

 

 

(*)  It only includes carrying amounts and recoverable amounts of impaired assets or asses for which reversals were recognized.

(**) The recoverable amounts of assets for impairment computation were their value in use, except for oil and gas production and drilling equipment that were based on their fair value.

 

20.1.   Impairment of property, plant and equipment and intangible assets

20.1.1.  Revision of Cash Generating Units

During the first quarter of 2020, management identified and assessed change in CGU North group (E&P Segment) excluding platforms PCH-1, PCH-2 and PNA-2, and fields of Anequim, Bagre, Cherne, Congro , Garoupa, Malhado, Namorado, Parati and Viola, who had their activities hibernated, with no expected resumption. Currently, this CGU is formed by Marlim, Albacora and Voador fields and remaining platforms.

20.1.2.  Planning assumptions used on impairment testing

The cash flow projections used to measure the value in use of the CGUs at March 31, 2020, approved by the Company’s Board of Directors, were mainly based on the following updated assumptions for average Brent prices and Brazilian real/U.S. dollar average exchange rates:

 

2020

2021

2022

2023

2024

Long term Average

Average Brent (US$/bbl)

25

30

35

40

45

50

Average Brazilian Real (excluding inflation ) - Real /U.S. dollar exchange rate

5.09

5.04

4.69

4.46

4.28

3.78

 

 

At December 31, 2019, average Brent prices and Brazilian real/U.S. dollar average exchange rates used were

35


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

2020

2021

2022

2023

2024

Long term Average

Average Brent (US$/bbl)

65

65

65

65

65

65

Average Brazilian Real (excluding inflation ) - Real /U.S. dollar exchange rate

3.85

3.79

3.75

3.72

3.70

3.60

 

 

Changes in these assumptions consider a slow recovery in demand and a moderate change in habits in developed economies, among other variables. The Company expects a lower level of demand in the long-term, taking into account:

·     

structural change in the world economy, with permanent effects arising from this economic shock, including changes observed in consumer habits, which the Company believes may become permanent;

·     

increased world oil inventories, slowing down the rebalancing of supply and demand; and

·     

oil consuming industries, given the new scenario, will not keep their previously projected demands in the long-term, reducing consumption levels.

20.1.3.  Information on the main impairment losses

Information on the main impairment losses and reversals of property, plant and equipment and intangible assets are described below:

a) Producing properties in Brazil

Impairment assessment for producing properties in Brazil resulted in US$ 13,154 impairment losses. Cash flow projections were based on financial budgets/forecasts approved by management and the post-tax discount rates (excluding inflation) derived from the WACC for the E&P business of 7.3% p.a. at March 31, 2020 (6.7% p.a. at December 31, 2019). This amount comprises:

(i)       

Impairment losses in the amount of US$11,798 mainly related to the following CGUs and corporate assets that provide service in these fields, reflecting the new key assumptions for the medium and long-term vision, mainly drop in Brent prices, depreciation of the Brazilian real against the U.S. dollar and retractions in Brazilian GDP and oil demand;

CGU

Basin

Area

Impairment

Roncador

Campos basin

Post-Salt

(3,409)

Marlim Sul

Campos basin

Post-Salt

(2,399)

North group

Campos basin

Post-Salt

(2,038)

Albacora Leste

Campos basin

Post-Salt

(621)

Berbigão-Sururu group

Santos basin

Pre-Salt

(449)

CVIT group

Espírito Santo basin

Post-Salt

(319)

Mexilhão

Santos basin

Post-Salt

(207)

Parque das Baleias group

Santos basin

Pre-Salt

(187)

Sapinhoá group

Santos basin

Pre-Salt

(144)

Papa-Terra

Campos basin

Post-Salt

(141)

Araçás

Recôncavo basin

Onshore and shallow-water

(123)

Carmópolis

Sergipe basin

Onshore and shallow-water

(120)

Uruguá group

Santos basin

Post-Salt

(104)

Others

Several

Several

(1,537)

Total

 

 

(11,798)

 

 

From these CGUs, CVIT group, Papa-Terra and Uruguá group had additional impairments to the ones accounted for at December 31, 2019, and Roncador, Mexilhão and Araçás were sensitive to impairment as presented in the sensitive analyses in the financial statement of December 31, 2019 as it had its recoverable amount within a 10% range of their carrying amount at December 31, 2019.

(ii)      

Impairment losses in the amount of US$ 1,356, arising from the hibernation of producing assets in shallow waters, mainly the following fields: Ubarana (US$ 433); Namorado (US$ 233), Cherne (US$ 115), Malhado (US$ 104), Congro (US$ 94) and Viola (US$ 58).

b) Other assets

Corporate asset

36


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

The Company decided to hibernate a corporate building, in the state of Bahia, due to its vacancy in the quarter, resulting in a US$ 161 impairment loss in the right of use.

SIX – shale plant

The Company recognized a US$ 43 impairment loss on this asset, due to the drop in the estimates for fuel oil prices, which are linked to the Brent prices, whose projections were revised by the Company this quarter. The post-tax discount rate in constant currency applied to the refining sector in Brazil is 6.2% p.a.

20.2.   Assets most sensitive to future impairment

Whenever the recoverable amount of an asset or CGU falls below the carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. The following table presents the assets and CGUs most sensitive to future impairment losses, presenting recoverable amounts close to their current carrying amounts. The analysis presented below considers the estimated impairment loss if there was a 10% reduction in the recoverable value of the CGUs, arising from changes in material assumptions:

 

 

 

 

03.31.2020

 

Business

 segment

Carrying

amount

Recoverable amount

Sensitivity (*)

Producing properties relating to oil and gas activities in Brazil (2 CGUs)

E&P

17,209

17,624

(1,348)

 

20.3.   Assets classified as held for sale

In the first quarter of 2020, the Company recognized an US$ 2 impairment reversal, following the Board of Directors approval on the sale of Tucano Sul group of fields, arising from its fair value, net of disposal expenses.

In the same period of 2019, the Company recognized a US$ 29 impairment reversal on assets classified as held for sale, mainly relating to sale of interest in Maromba field.

20.4.   Investments in associates and joint ventures (including goodwill)

Value in use is generally used for impairment test of investments in associates and joint ventures (including goodwill). The basis for estimates of cash flow projections includes: projections covering a period of 5 to 12 years, zero-growth rate perpetuity, budgets, forecasts and assumptions approved by management and a post-tax discount rate derived from the WACC or the CAPM models, when applicable.

20.4.1.  Investment in publicly traded associate

In July 2019, with the additional sale of the Company’s interest in the subsidiary Petrobras Distribuidora (BR Distribuidora), carried out through a secondary public offering (follow-on), BR Distribuidora became an associate. Considering the fair value as the market value of its shares, at December 31, 2019, the Company estimated this investment was recoverable. However, at March 31, 2020, the market value was below the equity-accounted investment, requiring the calculation of the value in use. The post-tax discount rate in constant currency applied was 6.6% p.a. As the value in use of BR Distribuidora is higher than the equity-accounted investment at March 31, 2020, no impairment loss was accounted for in the period.

20.4.2.  Impairment losses on equity-method investments

In the first quarter of 2020, the Company recognized impairment losses amounting to US$ 53 from equity-accounted investments (a US$ 2 impairment reversal in the same period of 2019), mainly in joint venture MP Gulf of Mexico (US$ 59), due to the revised Brent prices projections. The post-tax discount rate in constant currency applied for the E&P segment in the USA was 6.0% p.a.

37


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

21.       Exploration and evaluation of oil and gas reserves

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

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

 

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (*)

Jan-Mar/2020

Jan-Dec/2019

Property plant and equipment

 

 

Opening Balance

4,262

4,132

Additions

128

510

Write-offs

-

(216)

Transfers

(1)

-

Cumulative translation adjustment

(950)

(164)

Closing Balance

3,439

4,262

Intangible Assets

14,664

18,919

Capitalized Exploratory Well Costs / Capitalized Acquisition Costs

18,103

23,181

 

 

 

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

 

 

 

 

 

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

 

2020

2019             Reclassified

 

Jan-Mar

Jan-Mar

Exploration costs recognized in the statement of income

 

 

Geological and geophysical expenses

72

105

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

26

50

Contractual penalties

6

14

Other exploration expenses

-

5

Total expenses

104

174

Cash used in :

 

 

Operating activities

72

109

Investment activities

149

94

Total cash used

221

203

 

 

 

 

22.       Collateral for crude oil exploration concession agreements

The Company has granted collateral to ANP in connection with the performance of the Minimum Exploration Programs established in the concession agreements for petroleum exploration areas in the total amount of US$ 2,178 of which US$ 1,590 were still in force as of March 31, 2020, net of commitments undertaken. The collateral comprises crude oil from previously identified producing fields, pledged as collateral, amounting to US$ 1,271 and bank guarantees of US$ 319.

38


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

23.       Investments

23.1.   Investments in associates and joint ventures

 

Balance at 12.31.2019

Restructuring, capital decrease and others

Results of equity-accounted investments

CTA

OCI

Dividends

Balance at 

03.31.2020

Joint Ventures

1,192

(4)

(149)

(110)

-

(33)

897

Associates (*)

4,302

19

(149)

(580)

(633)

(18)

2,941

Other investments

5

-

(1)

-

4

Total

5,499

15

(298)

(691)

(633)

(51)

3,842

(*) It includes Petrobras Distribuidora and Braskem.

24.       Disposal of assets and other changes in organizational structure

At March 31, 2020, assets and related liabilities are classified as held for sale whenever the closing of the transactions are highly probable, according to our portfolio management, still subject to some conditions precedent as provided for in the agreements.

To date, purchasers have not indicated any intention to review the signed contractual terms and conditions.

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

 

Operating segment

03.31.2020

12.31.2019

 

 E&P

RT&M

Corporate

Total

Total

Assets classified as held for sale

 

 

 

 

 

Cash and Cash Equivalents

1

5

-

6

5

Trade receivables

-

51

-

51

68

Inventories

-

9

-

9

13

Investments

-

3

-

3

355

Property, plant and equipment

1,897

221

-

2,118

2,046

Others

1

61

-

62

77

Total

1,899

350

-

2,249

2,564

Liabilities on assets classified as held for sale

 

 

 

 

 

Trade Payables

5

20

-

25

27

Finance debt

-

-

127

127

142

Provision for decommissioning costs

2,320

-

-

2,320

2,961

Others

-

90

-

90

116

Total

2,325

110

127

2,562

3,246

 

 

 

 

 

 

 

 

As of March 31, 2020, the amounts refer to (i) Liquigás Distribuidora S.A; (ii) Pampo and Enchova groups of fields, (iii) Baúna field (awarded area BM-S-40), (iv) sale of the Company’s working interest in the fields of Macau group, in Potiguar basin, (v) 30% working interest in Frade field, (vi) the remaining 10% interest in Lapa field.

The most significant progress under the divestment process is describe below:

24.1.   Closed transaction at March 31, 2020

a)                Sale of Petrobras’s interest in Petrobras Oil & Gas B.V. (PO&GBV)

On October 31, 2018, the wholly owned subsidiary Petrobras International Braspetro BV (PIBBV) entered into an agreement to sell its 50% interest in PO&GBV to Petrovida Holding B.V. PO&GBV is a joint venture in the Netherlands consisting of assets located in Nigeria. PO&GBV does not operate any of these fields.

In 2019, an US$ 89 impairment loss was accounted for within equity-accounted investments.

39


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

On January 14, 2020, the transaction was closed, in the amount of US$ 1,454, reflecting price adjustments and the deduction of Petrobras’ portion from the payment of fees to the Nigerian Government for approval of the transaction. Cumulative amounts of dividends received from PO&GBV since inception of investment (January 1, 2018) have totaled US 1,030. At the closing, the Company received US$ 276, with an additional US$ 25 to be received up to June 30, 2020, and the remaining US$ 123 to be received as soon as the Abgami field redetermination process is implemented. As a result, the Company recorded a US$ 2 gain within other income and expenses.

24.2.   Cash flows from sales of interest with loss of control

In 2020 and 2019, the Company disposed of its interest in certain subsidiaries over which control was lost. The following table summarizes cash flows arising from losing control in subsidiaries:

 

Cash received

Cash in subsidiary before losing control

Net Proceeds

2020

 

 

 

Petrobras Oil & Gas B.V.(PO&GBV)

276

276

Total

276

276

2019

 

 

 

Petrobras Paraguay

381

(45)

336

Total

381

(45)

336

 

 

40


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

25.       Assets by operating segment

 

Exploration and Production

Refining, Transportation & Marketing

Gas

 &

Power

Corporate

Elimina-tions

Total

 

 

 

 

 

 

 

Consolidated assets by operating segment - 03.31.2020

 

 

 

 

 

 

 

Current assets

5,717

8,039

1,238

19,010

(2,543)

31,461

Non-current assets

105,556

23,587

8,269

18,050

(23)

155,439

Long-term receivables

5,085

2,580

1,016

14,361

(3)

23,039

Investments

423

493

801

2,125

3,842

Property, plant and equipment

85,318

20,415

6,326

1,415

(20)

113,454

Operating assets

75,193

17,820

4,263

1,310

(20)

98,566

Under construction

10,125

2,595

2,063

105

14,888

Intangible assets

14,730

99

126

149

15,104

Total Assets

111,273

31,626

9,507

37,060

(2,566)

186,900

 

 

 

 

 

 

 

Consolidated assets by operating segment - 12.31.2019

 

 

 

 

 

 

 

Current assets

5,734

12,273

1,932

12,700

(4,827)

27,812

Non-current assets

148,546

31,248

10,781

11,390

(37)

201,928

Long-term receivables

6,456

3,299

1,369

6,567

17,691

Investments

592

1,109

1,067

2,731

5,499

Property, plant and equipment

122,496

26,710

8,181

1,915

(37)

159,265

Operating assets

106,331

23,630

5,605

1,784

(37)

137,313

Under construction

16,165

3,080

2,576

131

21,952

Intangible assets

19,002

130

164

177

19,473

Total Assets

154,280

43,521

12,713

24,090

(4,864)

229,740

 

 

41


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

26.       Finance debt

26.1.   Balance by type of finance debt

 

 

 

03.31.2020

12.31.2019

In Brazil

 

 

Banking Market

5,082

5,322

Capital Market

2,689

3,468

Development banks

1,457

1,927

Others

10

13

Total

9,238

10,730

Abroad

 

 

Banking Market

22,874

16,555

Capital Market

30,640

32,476

Development banks

40

40

Export Credit Agency

3,683

3,233

Others

227

226

Total

57,464

52,530

Total finance debt

66,702

63,260

Current

5,925

4,469

Non-current

60,777

58,791

 

 

At March 31, 2020, current finance debt includes interests in the amount of US$ 691 (US$ 886 at December 31, 2019).

At March 31, 2020, there was no default, breach of covenants or change in collateral provided or clauses that would result in change in payment terms compared to December 31 2019.

 

42


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

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

 

   Balance at 12.31.2018

Additions

Principal amorti zation (*)

Interest amorti zation (*)

Accrued interest (**)

Foreign exchange/ inflation indexation charges

Cumulative translation adjustment (CTA)

Transfer to liabilities classified as held for sale

Modifica tion of contractual cash flows

Balance at 12.31.2019

 

 

 

 

 

 

 

 

 

 

 

In Brazil

16,251

2,181

(5,663)

(745)

829

111

(352)

(1,882)

10,730

Abroad

67,924

5,362

(20,788)

(3,853)

3,878

538

(560)

-

29

52,530

 

84,175

7,543

(26,451)

(4,598)

4,707

649

(912)

(1,882)

29

63,260

 

   Balance at

12.31.2019

Additions

Principal amorti zation (*)

Interest amorti zation (*)

Accrued interest (**)

Foreign exchange/ inflation indexation charges

Cumulative translation adjustment (CTA)

Transfer to liabilities classified as held for sale

Modifica tion of contractual cash flows

Balance at 03.31.2020

In Brazil

10,730

1,263

(340)

(167)

126

93

(2,468)

-

9,237

Abroad

52,530

8,910

(3,724)

(879)

816

1,298

(1,276)

-

(210)

57,465

 

63,260

10,173

(4,064)

(1,046)

942

1,391

(3,744)

(210)

66,702

Debt restructuring

 

-

(279)

-

 

 

 

 

 

 

Deposits linked to financing

 

-

-

(82)

 

 

 

 

 

 

Net cash used in financing activities

 

10,173

(4,343)

(1,128)

 

 

 

 

 

 

(*) It includes pre-payments.

 

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

 

 

 

In the first quarter of 2020, raised funds were destined mainly, to repay older debts, aiming at improving the debt repayment profile taking into account its alignment with investments returns over the long run, as well as preserving cash levels to maintain the Company’s liquidity.

In the first quarter of 2020, proceeds from financing amounted to US$ 10,173, principally reflecting: (i) funds raised from banking market (in Brazil and abroad), in the amount of US$ 1,960, and (ii) use of revolving credit lines, in the amount of US$ 8,010.

The Company repaid several finance debts, in the amount of US$ 5,471 notably: (i) pre-payment of banking loans in the domestic and international market totaling US$ 2,248; and (ii) US$ 1,386 relating to repurchase of bonds previously issued by the Company in the open market, with net premium paid to bond holders amounting to US$ 260.

In addition, the Company carried out, in the international banking market, operations to improve its debt profile and to extend its maturity, not involving financial settlements, in the total amount of US$ 2,340.

43


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

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

Maturity in

2020

2021

2022

2023

2024

2025 onwards

Total (**)

Fair Value

 

 

 

 

 

 

 

 

 

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

3,105

3,928

2,725

8,425

8,243

27,764

54,190

55,552

Floating rate debt

2,532

1,805

2,103

7,054

6,768

6,330

26,592

 

Fixed rate debt

573

2,123

622

1,371

1,475

21,434

27,598

 

Average interest rate

4.5%

4.4%

4.5%

4.4%

4.7%

6.5%

5.7%

 

 

 

 

 

 

 

 

 

 

Financing in Brazilian Reais (R$):

426

606

1,169

1,754

1,549

2,810

8,314

8,875

Floating rate debt

232

377

929

1,592

1,197

1,175

5,502

 

Fixed rate debt

194

229

240

162

352

1,635

2,812

 

Average interest rate

3.7%

3.8%

4.4%

5.7%

4.9%

4.5%

4.4%

 

 

 

 

 

 

 

 

 

 

Financing in Euro (€):

27

211

381

397

13

1,376

2,405

2,740

Fixed rate debt

27

211

381

397

13

1,376

2,405

 

Average interest rate

4.7%

4.7%

4.8%

4.6%

4.6%

4.6%

4.7%

 

 

 

 

 

 

 

 

 

 

Financing in Pound Sterling (£):

27

8

-

-

-

1,757

1,792

1,662

Fixed rate debt

27

8

-

-

-

1,757

1,792

 

Average interest rate

6.3%

6.2%

-

-

-

6.3%

6.3%

 

 

 

 

 

 

 

 

 

 

Financing in other currencies:

1

-

-

-

-

-

1

1

Fixed rate debt

1

-

-

-

-

-

1

 

Average interest rate

9.2%

-

-

-

-

-

9.2%

 

 

 

 

 

 

 

 

 

 

Total as of March 31, 2020

3,586

4,753

4,275

10,576

9,805

33,707

66,702

68,830

Average interest rate

4.4%

4.4%

4.6%

4.6%

4.8%

6.4%

5.6%

 

 

 

 

 

 

 

 

 

 

Total as of December 31, 2019

4,469

3,971

4,689

8,036

8,537

33,558

63,260

72,801

Average interest rate

5.1%

5.2%

5.3%

5.3%

5.3%

6.3%

5.9%

 

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

(**)The average maturity of outstanding debt as of March 31, 2020 is 9.74 years (10.79 years as of December 31, 2019).

 

 

 

 

 

 

 

 

 

 

 

The fair value of the Company's finance debt is mainly determined and categorized into a fair value hierarchy as follows:

Level 1- quoted prices in active markets for identical liabilities, when applicable, amounting to US$  30,103 as of March 31, 2020 (US$ 39,057 as of December 31, 2019); and

Level 2 – discounted cash flows based on discount rate determined by interpolating spot rates considering financing debts indexes proxies, taking into account their currencies and also Petrobras’ credit risk, amounting to US$ 32,927 as of March 31, 2020  (US$ 46,872 as of December 31, 2019).

The sensitivity analysis for financial instruments subject to foreign exchange variation is set out in note 30.2.

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

Maturity

2020

2021

2022

2023

2024

2025 and thereafter

Balance at March 31, 2020

Balance at December 31, 2019

Principal

4,785

4,386

10,524

10,124

7,518

28,025

65,362

65,284

Interest

3,009

2,833

2,581

2,167

1,826

25,076

37,492

43,859

Total

7,794

7,219

13,105

12,291

9,344

53,101

102,854

109,143

 

 

 

 

 

 

 

 

 

 

44


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

26.4.   Lines of credit

 

 

 

 

 

 

Amount

Company

Financial

institution

Date

Maturity

 Available

(Lines of Credit)

Used

Balance

Abroad

 

 

 

 

 

 

 

 

 

 

 

 

 

PGT BV

Syndicate of banks

3/7/2018

2/7/2023

4,350

4,350

PGT BV

Syndicate of banks

3/27/2019

2/27/2024

3,250

3,250

PGT BV

BNP Paribas

12/22/2016

1/9/2021

350

310

40

PGT BV

The Export - Import Bank of China

12/23/2019

12/27/2021

750

714

36

Petrobras

New Development Bank

8/27/2018

8/27/2022

200

40

160

Total

 

 

 

8,900

8,664

236

 

 

 

 

 

 

 

In Brazil

 

 

 

 

 

 

Petrobras

Banco do Brasil

3/23/2018

1/26/2023

385

385

Petrobras

Bradesco

6/1/2018

5/31/2023

410

410

Petrobras

Banco do Brasil

10/4/2018

9/5/2025

385

385

Transpetro

Caixa Econômica Federal

11/23/2010

Not defined

63

63

Total

 

 

 

1,243

410

833

 

 

 

 

 

 

 

 

27.       Lease liabilities

The Company is the lessee in agreements primarily including oil and gas producing units, drilling rigs and other exploration and production equipment, vessels and support vessels, helicopters, lands and buildings.

Changes in the balance of lease liabilities are presented below:

 

Balance at 12.31.2019

Remeasurement / new contracts

Payment of principal and interest (*)

Interest expenses

Foreign exchange gains and losses

Cumulative translation adjustment

Transfers

Balance at 03.31.2020

In Brazil

5,504

146

(400)

72

816

(1,325)

(7)

4,806

Abroad

18,357

197

(1,108)

267

2,615

(2,599)

-

17,729

Total

23,861

343

(1,508)

339

3,431

(3,924)

(7)

22,535

 

 

 

 

 

 

 

 

 

Payments relating to liabilities held for sale

 

 

(15)

 

 

 

 

 

Net cash used in financing activities

 

 

(1,523)

 

 

 

 

 

 

 

A maturity schedule of the lease arrangements (nominal amounts) is set out as follows:

Maturity

2020

2021

2022

2023

2024

2025 onwards

Total

 

 

 

 

 

 

 

 

Balance at March 31, 2020

4,225

5,008

3,524

2,610

2,139

12,813

30,319

Balance at December 31, 2019

5,900

4,984

3,511

2,636

2,164

13,057

32,252

 

 

Payments in certain lease agreements vary due to changes in facts or circumstances occurring after their inception other than the passage of time. Such payments are not included in the measurement of the lease obligations. Variable lease payments in the first quarter of  2020 amounted to US$ 209, representing 14% in relation to fixed payments (US$ 235 and 27% in the same period of 2019).

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

The sensitivity analysis of financial instruments subject to exchange variation is presented in note 30.2.

In the first quarter of  2020, the Company recognized lease expenses in the amount of US$ 59 relating to short-term leases (US$ 272 in the same period of 2019).

At March 31, 2020, the balance of lease agreements for which the lease term has not commenced, as they relate to assets under construction or not yet available for use, is US$ 51,419 (US$ 50,130 at December 31, 2019).

45


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

28.       Equity

28.1.   Share capital (net of share issuance costs)

As of March 31, 2020, subscribed and fully paid share capital, net of issuance costs, was US$ 107,101, represented by 7,442,454,142 common shares and 5,602,042,788 preferred shares, all of which are registered, book-entry shares with no par value.

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

As of March 31, 2020 and December 31, 2019, the Company held treasury shares, of which 222,760 are common shares and 72,909 are preferred shares.

28.2.   Distributions to shareholders

As a result of the COVID-19 pandemic and restrictions recommended by the World Health Organization and imposed by authorities regarding agglomerations and meetings, the Company’s Board of Directions approved the postponement of the General Shareholders Meeting previously scheduled for April 27, 2020 and the payment of remaining dividends based on the 2019 earnings. This postponement is one of the measures adopted by the Company to preserve its cash, due to the pandemic of COVID-19 and the shock of oil prices.

On March 31, 2020, the consolidated remaining balance of dividends based on the 2019 earnings, bearing interest at Selic rate (Brazilian short-term interest rate), is US$ 348.

28.3.   Earnings per share

 

 

Jan-Mar/2020

 

Jan-Mar/2019 Reclassified

 

 

 

 

 

 

 

 

Common

Preferred

Total

Common

Preferred

Total

Net income (loss) attributable to shareholders of Petrobras

(5,543)

(4,172)

(9,715)

611

459

1,070

Continuing operations

(5,543)

(4,172)

(9,715)

559

420

979

Discontinued operations

52

39

91

 

 

 

 

 

 

 

Weighted average number of outstanding shares

7,442,231,382

5,601,969,879

13,044,201,261

7,442,231,382

5,601,969,879

13,044,201,261

 

 

 

 

 

 

 

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

(0.74)

(0.74)

(0.74)

0.08

0.08

0.08

Continuing operations

(0.74)

(0.74)

(0.74)

0.07

0.07

0.07

Discontinued operations

0.01

0.01

0.01

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

(1.48)

(1.48)

(1.48)

0.16

0.16

0.16

Continuing operations

(1.48)

(1.48)

(1.48)

0.14

0.14

0.14

Discontinued operations

0.02

0.02

0.02

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

 

 

Basic earnings per share are calculated by dividing the net income (loss) attributable to shareholders of Petrobras by the weighted average number of outstanding shares during the period.

Diluted earnings (losses) per share are calculated by adjusting the net income (loss) attributable to shareholders of Petrobras and the weighted average number of outstanding shares during the period taking into account the effects of all dilutive potential shares (equity instrument or contractual arrangements that are convertible into shares).

Basic and diluted earnings (losses) are identical as the Company has no potential share in issue.

46


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

29.       Fair value of financial assets and liabilities

 

 

 

Fair value measured based on

 

Level I

Level II

Level III

Total fair

value

recorded

Assets

 

 

 

 

Marketable securities

634

-

-

634

Commodity derivatives

158

-

-

158

Balance at March 31, 2020

792

-

-

792

Balance at December 31, 2019

882

58

-

940

 

 

 

 

 

Liabilities

 

 

 

 

Foreign currency derivatives

-

(722)

-

(722)

Interest rate derivatives

-

(40)

-

(40)

Balance at March 31, 2020

-

(762)

-

(762)

Balance at December 31, 2019

(28)

(110)

-

(138)

 

 

 

 

 

 

The estimated fair value for the Company’s long-term debt, computed based on the prevailing market rates, is set out in note 26.

Certain receivables are classified as fair value through profit or loss, according to note 10.

The fair values of cash and cash equivalents, short-term debt and other financial assets and liabilities are equivalent or do not differ significantly from their carrying amounts.

30.       Risk management

A summary of the positions of the derivative financial instruments held by the Company and recognized in other current assets and liabilities as of March 31, 2020 , as well as the amounts recognized in the statement of income and other comprehensive income and the guarantees given is set out as follows:

 

 

 

Statement of Financial Position

 

 

 

 

 

 

 

Notional value

Fair value

Asset Position (Liability)

Maturity

 

 

 

 

 

 

 

03.31.2020

12.31.2019

03.31.2020

12.31.2019

 

Derivatives not designated for hedge accounting

 

 

 

 

 

Future contracts - total (*)

(6,451)

(10,383)

158

(28)

 

Long position/Crude oil and oil products

14,575

9,865

-

-

2020

Short position/Crude oil and oil products

(21,026)

(20,248)

-

-

2020

Forward contracts

 

 

 

 

 

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

EUR 2.245

EUR 2.245

(120)

(45)

2020

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

GBP 388

GBP 388

(26)

11

2020

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

GBP 140

GBP 224

(10)

(14)

2020

Swap

 

 

 

 

 

Foreign currency / Cross-currency Swap (**)

GBP 615

GBP 700

(93)

32

2026

Foreign currency / Cross-currency Swap (**)

GBP 600

GBP 600

(270)

(50)

2034

Swap - IPCA (**)

R$ 3008

R$ 3008

(40)

6

2029/2034

Foreign currency / Cross-currency Swap (**)

US$ 729

US$ 729

(205)

11

2024/2029

Total recognized in  the Statement of Financial Position

 

 

(606)

(77)

 

 

 

 

 

 

 

(*) Notional value in thousands of bbl.

 

 

 

 

 

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

 

47


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

Gains/ (losses) recognized in the statement of income

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

 

2020

2019 Reclassified

2020

2019 Reclassified

 

Jan-Mar

Jan-Mar

Jan-Mar

Jan-Mar

Commodity derivatives

223

(225)

Currency derivatives

(679)

(32)

Interest rate derivatives

(55)

 

(511)

(257)

Cash flow hedge on exports (**)

(1,400)

(755)

(20,959)

117

Total

(1,911)

(1,012)

(20,959)

117

 

 

 

 

 

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

 

 

 

 

(**) Using non-derivative financial instruments as designated hedging instruments, as set out in note 30.2.

 

 

 

 

 

 

Guarantees given as collateral

 

 

 

03.31.2020

12.31.2019

Commodity derivatives

 

 

8

57

Currency derivatives

 

 

587

230

Total

 

 

595

287

 

 

In order to reduce exposure to foreign exchange risk arising from financial instruments denominated in currencies other than the U.S. dollar, derivative transactions were carried out in the period. The depreciation of these currencies, especially the euro and the pound sterling, associated with the expressive depreciation of the real, explains the increased amounts of collateral associated with currency derivatives. As of March 31, 2020, the position of these guarantees was accounted for as other current assets (US$ 167) and other non-current assets (US$ 420).

A sensitivity analysis of the derivative financial instruments for the different types of market risks as of March 31, 2020 is set out as follows:

Financial Instruments

Risk

Probable Scenario (*)

Reasonably possible

 scenario (*)

Remote

 Scenario (*)

Derivatives not designated for hedge accounting

 

 

 

 

Future contracts

Crude oil and oil products - price changes

-

(67)

(134)

 

 

(67)

(134)

(*) The probable scenario was computed based on the fair value of oil and oil products prices at March 31, 2020. Reasonably possible and remote scenarios consider 25% and 50% deterioration in the associated risk variables, respectively.

30.1.   Risk management of crude oil and oil products prices

The Company is usually exposed to commodity price cycles, although it may use derivative instruments to hedge exposures related to prices of products purchased and sold to fulfill operational needs and in specific circumstances depending on business environment analysis and assessment of whether the targets of the Strategic Plan are being met.

Crude oil

In March 2020, in order to preserve the Company's liquidity, Petrobras approved a hedge strategy for exported oil already shipped but not priced mainly due to the high volatility of the current context, both due to the effects of the oil price drop and the effects of the COVID-19 pandemic on the global oil consumption.

As a result of this strategy, from April 2020, transactions using forward and futures contracts were carried out. Forward transactions do not require initial disbursement, whereas future transactions require margin deposits, depending on the volume contracted. In the first quarter of  2020, there is no gain or loss related to crude oil derivatives.

48


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

In the first quarter of 2019, the Company recognized a a US$ 94 loss relating to over-the-counter put options referenced in Brent oil prices, due to the increase in the commodity price in the international market; an US$ 18 loss on hedges related to diesel prices by using non-deliverable forwards (NDF); and a US$ 3 gain on hedges related to gasoline prices also by using NDF.

Other commodity derivative transactions

Petrobras, by use of its assets, positions and market knowledge from its operations in Brazil and abroad, occasionally seeks to optimize some of its commercial operations in the international market, with the use of commodity derivatives to manage price risk. Changes in operations contracted for other commodities derivatives resulted in a US$ 232 gain in the three-month period ended March 31, 2020 (a US$ 115 loss in the same period of 2019).

30.2.   Foreign exchange risk management

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

The carrying amounts, the fair value as of March 31, 2020, and a schedule of expected reclassifications to the statement of income of cumulative losses recognized in other comprehensive income (shareholders’ equity) based on a US$ 1.00 / R$ 5.1987 exchange rate are set out below:

 

 

 

 

 

 

 

 

 

 

Present value of hedging instrument notional value at

 03.31.2020

Hedging Instrument

Hedged Transactions

 Nature

 of theRisk

Maturity

Date

 

 

(US$ million)

 

 

(R$ million)

Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows

Foreign exchange gains and losses on a portion of highly probable

future monthly exports revenues

Foreign Currency

– Real vs U.S. Dollar

Spot Rate

April 2020 to March 2030

53,539

278,332

 

 

Changes in the present value of hedging instrument notional value

US$

R$ million

Amounts designated as of January 1, 2020

87,651

353,295

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

(20,540)

(116,067)

Exports affecting the statement of income

(4,891)

(20,848)

Principal repayments / amortization

(8,681)

(38,092)

Foreign exchange variation 

-

100,044

Amounts designated as of March 31, 2020

53,539

278,332

Nominal value of hedging instrument (finance debt and lease liability) at March 31, 2020

58,913

306,272

 

 

In the first quarter of 2020, highly probable future exports were impacted by the effects of the oil price war and the COVID-19 pandemic.

Thus, a portion of exports designated for hedge relationships are no longer considered highly probable, but are still expected to occur, and as a consequence the hedge relationships were revoked at March 31, 2020, in the amount of US$ 35,774. The foreign exchange variation accounted for these operations within other comprehensive income up to the end of the quarter remains in shareholders' equity, and will be reclassified to the statement of income when exports occur. These revocations were responsible for the relevant increase in Dollar/Real exposure, which at the end of this quarter was negative by US$ 40,999 (as presented in item (c) below).

In addition, a portion of exports designated for hedge relationships from April to December 2020 are no longer expected to occur, and the corresponding foreign exchange variation were recycled from shareholder’s equity to the statement of income in the first quarter of 2020, in the amount of US$ 510.

In the first quarter of  2020, the Company also recognized a US$ 1 loss within foreign exchange gains (losses) due to ineffectiveness (a US$ 5 loss in 2019).

As of March 31, 2020, the ratio of future exports for which cash flow hedge accounting was designated to the highly probable future exports is 100% (91.2% as of December 31, 2019).

A roll-forward schedule of cumulative foreign exchange losses recognized in other comprehensive income as of March 31, 2020 is set out below:

49


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

Exchange rate variation

Tax effect

Total

Balance at January 1,2019

(20,143)

6,851

(13,292)

Recognized in Other comprehensive income

(3,510)

1,192

(2,318)

Reclassified to the statement of income - occurred exports

3,136

(1,066)

2,070

Balance at December 31, 2019

(20,517)

6,977

(13,540)

Recognized in Other comprehensive income

(21,715)

7,383

(14,332)

Reclassified to the statement of income - occurred exports

890

(304)

586

Reclassified to the statement of income - exports no longer expected to occur

510

(173)

337

Balance at March 31, 2020

(40,832)

13,883

(26,949)

 

 

 

 

 

 

Additional hedging relationships may be revoked or additional reclassification adjustments from equity to the statement of income may occur as a result of changes in forecasted export prices and export volumes following a revision of the Company’s strategic plan. Based on a sensitivity analysis considering a US$ 10/barrel decrease in Brent prices stress scenario, when compared to the Brent price projections in our Strategic Plan 2020-2024 revised in the first quarter of 2020, would indicate a reclassification adjustment from equity to the statement of income in the amount of US$ 2.2 billion.

A schedule of expected reclassification of cumulative foreign exchange losses recognized in other comprehensive income to the statement of income as of March 31, 2020 is set out below:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

2021

2022

2023

2024

2025

2026

2027 to 2029

Total

Expected realization

(4,656)

(6,820)

(7,013)

(5,891)

(4,464)

(3,038)

(2,652)

(6,298)

(40,832)

 

 

 

 

 

 

 

 

 

 

 

 

b)           Foreign exchange contracts

Cross currency swap – Pounds Sterling x Dollar

The Company recognized a US$ 335 loss in the three-month period ended March 31, 2020 (a US$ 46 gain in the same period of 2019) arising from this strategy, recorded in finance income (expense). The Company does not expect to settle these swaps before their expiration dates.

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

The Company recognized a US$ 97 loss in the three-month period ended March 31, 2020 (a US$ 81 loss in the same period of 2019) arising from this strategy, recorded in finance income (expense). The Company does not expect to settle these NDFs before their expiration dates.

Swap contracts – National consumer price index (IPCA) x Brazilian interbank offering rate (CDI) and CDI x Dollar

The mark to market of IPCA x CDI swap operations registered a US$ 47 loss in the three-month period ended March 31, 2020, while the mark to market of CDI x USD swap operations presented a US$ 239 loss in the same period, both recorded as finance income (expense). The Company does not expect to settle these swaps before their expiration dates.

Changes in future interest rate curves (CDI) may have an impact on the Company's results, due to the market value of these swap contracts. A sensitivity analysis on CDI with a constant increase (parallel shock) of 100 basis points, all other variables remaining constant, would result in a US$ 3 gain, while a constant reduction (parallel shock) of 100 basis points, would result in a US$ 1 loss.

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.

50


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

Financial Instruments

Exposure at   03.31.2020

Risk

Probable Scenario (*)

Reasonably possible

 scenario

Remote

Scenario

 

 

 

 

 

 

Assets

4,428

 

(127)

1,107

2,214

Liabilities

(98,387)

Dollar/Real

2,814

(24,597)

(49,194)

Exchange rate - Cross currency swap

(579)

 

17

(145)

(289)

Cash flow hedge on exports

53,539

 

(1,531)

13,385

26,769

 

(40,999)

 

1,173

(10,250)

(20,500)

Assets

4

Euro/Real

1

2

Liabilities

(17)

1

(4)

(9)

 

(13)

 

1

(3)

(7)

Assets

2,375

Euro/Dollar

(24)

594

1,187

Liabilities

(4,843)

 

49

(1,211)

(2,421)

Non Deliverable Forward (NDF)

2,473

 

(25)

618

1,237

 

5

 

1

3

Assets

3

Pound Sterling/Real

1

2

Liabilities

(21)

1

(5)

(10)

 

(18)

 

1

(4)

(8)

Assets

1,801

Pound Sterling

/Dollar

(35)

450

900

Liabilities

(3,604)

71

(901)

(1,802)

Derivative - cross currency swap

1,513

 

(30)

378

757

Non Deliverable Forward (NDF)

309

 

(6)

77

155

 

19

 

4

10

Total at March 31, 2020

(41,006)

 

1,175

(10,252)

(20,502)

Total at December 31, 2019

950

 

16

285

570

 

 

 

 

 

 

(*) On March 31, 2020, the probable scenario was computed based on the following risks:  R$ x U.S. Dollar - a 2.9% appreciation of the Real;  Euro x U.S. Dollar: a 1.0% depreciation of the Euro; Pound Sterling x U.S. Dollar: a 2.02% depreciation of the Pound Sterling; Real x Euro: a 3.9% appreciation of the Real; and Real x Pound Sterling - a 4.8% appreciation of the Real.

 

30.3.   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 faced by certain subsidiaries of Petrobras.

An analysis of the impact of the interest rate shock to which the Company's debts are indexed indicates that, for a 1% interest rate shock (or 100 basis points), the increase in interest expenses would be US$ 231. Due to the recent fluctuations, the impact of a 2% shock (or 200 basis points) was also tested, for which the increase in interest expenses would be US$ 462.

30.4.   Liquidity risk

Following its liability management strategy, the Company regularly evaluates market conditions and may enter into transactions to repurchase its own securities or those of its affiliates, through a variety of means, including tender offers, make whole exercises and open market repurchases, in order to improve its debt repayment profile and cost of debt.

Measures to protect the Company's liquidity

As a result of the abrupt reduction in the demand and prices of oil and fuel, caused by the impact of the escalation of the COVID-19 pandemic all over the world, in the same time of an increase in oil supply, the Company adopted a set of measures to reduce cash outflows in a scenario of uncertainty, in order to ensure its financial strength and the resilience of its businesses.

The measures adopted by the Company to protect liquidity are described in note 3.

31.       Related-party transactions

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

51


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

31.1.   Transactions with joint ventures, associates, government entities and pension plans

The Company has engaged, and expects to continue to engage, in the ordinary course of business in numerous transactions with joint ventures, associates, pension plans, as well as with the Company’s controlling shareholder, the Brazilian Federal Government, which include transactions with banks and other entities under its control, such as financing and banking, asset management and other transactions.

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

 

 

03.31.2020

 

12.31.2019

 

 

 

 

 

 

Assets

Liabilities

Assets

Liabilities

Joint ventures and associates

 

 

 

 

Petrobras Distribuidora (BR)

111

38

224

47

Natural Gas Transportation Companies

97

518

150

717

State-controlled gas distributors (joint ventures)

247

77

338

104

Petrochemical companies (associates)

14

24

47

29

Other associates and joint ventures

32

56

35

203

Subtotal

501

713

794

1,100

Brazilian government – Parent and its controlled entities

 

 

 

 

Government bonds

1,184

-

1,580

-

Banks controlled by the Brazilian Government

7,141

3,673

8,584

4,904

Receivables from the Electricity sector

245

6

334

-

Petroleum and alcohol account - receivables from the Brazilian Government

237

-

304

-

Brazilian Federal Government - dividends

2

98

-

417

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

-

-

-

20

Others

21

29

45

43

Subtotal

8,830

3,806

10,847

5,384

Pension plans

47

43

60

110

Total

9,378

4,562

11,701

6,594

Current

2,160

1,163

2,849

1,904

Non-Current

7,218

3,399

8,852

4,690

Total

9,378

4,562

11,701

6,594

 

 

 

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

52


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2020

2019

 

 

 

 

 

 

 

 

Jan-Mar

Jan-Mar

 

 

 

 

 

Joint ventures and associates

 

 

 

 

Petrobras Distribuidora (BR)

 

 

3,181

Natural Gas Transportation Companies

 

 

(521)

(300)

State-controlled gas distributors (joint ventures)

 

 

560

717

Petrochemical companies (associates)

 

 

979

733

Other associates and joint ventures

 

 

93

153

Subtotal

 

 

4,292

1,303

Brazilian government – Parent and its controlled entities

 

 

 

 

Government bonds

 

 

13

29

Banks controlled by the Brazilian Government

 

 

(92)

(52)

Receivables from the Electricity sector (note 5.4)

 

 

13

65

Petroleum and alcohol account - receivables from the Brazilian Government

 

 

2

2

Brazilian Federal Government - dividends

 

 

(2)

(5)

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

 

 

(40)

(28)

Others

 

 

11

Subtotal

 

 

(106)

22

Total

 

 

4,186

1,325

Revenues, mainly sales revenues

 

 

4,975

1,595

Purchases and services

 

 

(715)

(302)

Foreign exchange and inflation indexation charges, net

 

 

(59)

(112)

Finance income (expenses), net

 

 

(15)

144

Total

 

 

4,186

1,325

 

 

 

 

 

 

31.2.   Petroleum and alcohol account - receivables from the Brazilian Government

On March 11, 2020, the Brazilian Federal Government filed an Objection to the Judicial Sentence on this case. Thus, Petrobras was demanded to express its opinion on this matter.

The inflation indexation based on IPCA-E, claimed by the Company, remains classified as a contingent asset, amounting to US$ 230 as of March 31, 2020.

As of March 31, 2020, the balance of receivables related to the Petroleum and Alcohol accounts is US$ 237 (US$ 304 as of December 31, 2019), recorded within non-current assets.

31.3.   Compensation of key management personnel

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

 

 

Jan-Mar/2020

 

Jan-Mar/2019

 

Officers

Board members

Total

Officers

Board members

Total

Wages and short-term benefits

0.8

0.8

0.7

0.1

0.8

Social security and other employee-related taxes

0.2

-

0.2

0.2

-

0.2

Post-employment benefits (pension plan)

0.1

-

0.1

0.1

-

0.1

Benefits due to termination of tenure

-

0.3

-

0.3

Total compensation recognized in the statement of income

1.1

1.1

1.3

0.1

1.4

Total compensation paid

1.1

-

1.1

2.0

-

2.0

Average number of members in the period (*)

9.00

9.33

18.33

6.33

10.00

16.33

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

9.00

4.00

13.00

6.33

6.67

13.00

 

 

 

 

 

 

 

(*) Monthly average number of members.

 

 

 

 

 

 

(**) Monthly average number of paid members.

 

 

 

 

 

 

 

53


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

For the three-month period ended March 31, 2020, charges related to compensation of the board members and executive officers of the Petrobras group amounted to US$ 3.6 (US$ 6 for the three-month period ended March 31, 2019).

On September 30, 2019, the Company’s Extraordinary General Meeting approved a change in the overall compensation for executive officers and board members, given the creation of the Executive Office of Digital Transformation and Innovation, setting the total compensation threshold at US$ 6.6 (R$ 34.2 million) from April 2019 to March 2020.

The compensation of the Advisory Committees to the Board of Directors is apart from the fixed compensation set for the Board Members and, therefore, has not been classified under compensation of Petrobras’ key management personnel.

In accordance with Brazilian regulations applicable to companies controlled by the Brazilian Federal Government, Board members who are also members of the Audit Committee or Audit Committee of the Petrobras Conglomerate are only compensated with respect to their Audit Committee duties. The total compensation concerning these members was US$ 123 thousand for the first quarter of 2020 (US$ 148 thousand with related charges). For the same period of 2019, the total compensation concerning these members was US$ 68 (US$ 81 thousand with related charges).

32.       Supplemental information on statement of cash flows

 

Jan-Mar/2020

Jan-Mar/2019 Reclassified

Additional information on cash flows:

 

 

Amounts paid/received during the period:

 

 

Withholding income tax paid on behalf of third-parties

440

369

Capital expenditures and financing activities not involving cash

 

 

Purchase of property, plant and equipment on credit

-

43

Lease

440

930

Provision/(reversals) for decommissioning costs

-

(19)

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

-

3

33.       Subsequent events

Incentive Retirement Program

On April 7, 2020, the Board of Directors, in addition to approving adjustments to the current severance programs, with an additional provision amounting to US$ 248 (R$ 1,290 million) foreseen for the second quarter of 2020, approved the creation of the Incentive Retirement Program (Programa de Aposentadoria Incentivada  - PAI), a new voluntary severance program, with enrollment from May 6 to July 31, aimed at employees who are eligible to retire under the public pension program and, after the promulgation of the public pension reform, approved in the second half of 2019, were unable to participate in PDV 2019, effective until June 2020.

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

Agreements for the Equalization of Expenses and Volumes

On April 30, 2020, Petrobras and partner companies in E&P consortiums in Lula, Sépia and Atapu fields signed the Agreements for the Equalization of Expenses and Volumes (Acordos para a Equalização de Gastos e Volumes - AEGV), relating to the expenses incurred and the entitled revenues from the volume produced by each partner from the beginning of the concession until the date of effectiveness of the Production Individualization Agreements (Acordos de Individualização da Produção - AIP) of these shared deposits.

As a result of the equalization arising from the increase in the interest in these deposits and, consequently, in joint operations entities related to them, Petrobras will pay the partners the total net amount estimated at US$ 472, still subject to price adjustments until the date of its settlement, expected to occur in the second quarter of 2020.     

Operational performance perspectives

The impacts of the COVID-19 pandemic, the sharp drop in economic activity and the Brent price shock reflected in the Company's results in April 2020. Due to the lower economic activity and to the social isolation measures, the Company had a reduction in the volume of sales of oil products in the domestic market, mainly in jet fuel, gasoline and diesel, an approximate reduction of 90%, 50% and 30%, respectively, when compared to April 2019, affecting the utilization factor of the refining facilities. In addition, we had lower sales realization prices, due to the sharp drop in international prices.

54


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

 

These impacts were partially offset by the higher volume of oil exports. Oil production remained stable, without significant impacts. The financial effects in April 2020 could not yet be verified, as the Company's accounting and tax closing process is ongoing.

 

55


 
 

NOTES TO THE FINANCIAL STATEMENTS - UNAUDITED

PETROBRAS

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

 

34.       Information related to guaranteed securities issued by subsidiaries

34.1.   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.

 

56

 

SIGNATURES

 

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

 

Date: May 14, 2020

 

PETRÓLEO BRASILEIRO S.A—PETROBRAS

By: /s/ Andrea Marques de Almeida

______________________________

Andrea Marques de Almeida

Chief Financial Officer and Investor Relations Officer