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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934

For the month of August, 2010

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____

 

This report on Form 6-K is incorporated by reference in the Registration Statement on Form of F-3 of Petróleo Brasileiro S.A. - Petrobras (No.333-163665).

Exhibits
Exhibit 15.1 - Awareness Letter of KPMG Auditores Independentes


 

 

 

Petróleo Brasileiro S.A. – Petrobras and Subsidiaries

Consolidated Financial Statements

June 30, 2010 and 2009

with Review Report of Independent

Registered Public Accounting Firm

 


 

 

 

 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

Consolidated FINANCIAL STATEMENTS

 

 

 

Contents

 

 

Review Report of Independent Registered Public Accounting Firm 3
Consolidated Balance Sheets 4
Consolidated Statements of Income 6
Consolidated Statements of Cash Flows 8
Consolidated Statements of Changes in Shareholders' Equity 9
Notes to the Consolidated Financial Statements 12
   
1 Basis of Financial Statements Preparation 13
2 Accounting Policies 13
3 Derivative Instruments, Hedging and Risk Management Activities 14
4 Income Taxes 24
5 Cash and Cash Equivalents 27
6 Marketable Securities 28
7 Inventories 29
8 Recoverable Taxes 30
9 Petroleum and Alcohol Account, Receivable from Federal Government 31
10 Financing 32
11 Financial Income (Expenses), Net  38
12 Capital Lease Obligations 39
13 Employees’ Postretirement Benefits and Other Benefits 40
14  Shareholders’ Equity 43
15  Commitments and Contingencies 47
16  Fair Value Measurements 50
17  Segment Information 52
18  Acquisitions/Sales of Assets 60
19  Subsequent Events 65
 

 

2


 

 

Review report of independent registered public accounting firm

To the Board of Directors and Shareholders of

Petróleo Brasileiro S.A. - Petrobras

Rio de Janeiro - Brazil

 

 

We have reviewed the accompanying condensed consolidated balance sheet of Petróleo Brasileiro S.A. - Petrobras and subsidiaries as of June 30, 2010, and the related condensed consolidated statements of operations, cash flows and changes in shareholders’ equity for the six-month periods ended June 30, 2010 and 2009.  These condensed consolidated financial statements are the responsibility of the Company’s management.

 

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

 

Based on our review, we are not aware of any material modification that should be made to the condensed consolidated financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.

/s/ KPMG Auditores Independentes

 

KPMG Auditores Independentes

 

 

Rio de Janeiro, Brazil

August 24, 2010

 

 

 

3


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS

June 30, 2010 and December 31, 2009

Expressed in Millions of United States Dollars

 

 

 

June 30, 2010

 

December 31, 2009

Assets

 

(unaudited)

 

 

 

 

 

 

 

Current assets

 

 

 

 

   Cash and cash equivalents (Note 5)

 

12,972

 

16,169

   Marketable securities (Note 6)

 

412

 

72

   Accounts receivable, net

 

9,228

 

8,115

   Inventories (Note 7)

 

10,857

 

11,227

   Deferred income taxes (Note 4)

 

603

 

660

   Recoverable taxes (Note 8)

 

3,758

 

3,940

   Advances to suppliers

 

930

 

1,026

   Other current assets

 

1,522

 

1,435

 

 

 

 

 

 

 

40,282

 

42,644

 

 

 

 

 

Property, plant and equipment, net

 

147,083

 

136,167

 

 

 

 

 

Investments in non-consolidated companies and other investments

 

5,466

 

4,350

 

 

 

 

 

Non-current assets

 

 

 

 

   Accounts receivable, net

 

1,931

 

1,946

   Advances to suppliers

 

3,097

 

3,267

   Petroleum and alcohol account - receivable

 

 

 

 

      from Federal Government (Note 9)

 

454

 

469

   Marketable securities (Note 6)

 

2,559

 

2,659

Restricted deposits for legal proceedings and guarantees (Note 15 (a))

 

1,316

 

1,158

   Recoverable taxes (Note 8)

 

5,971

 

5,462

   Goodwill

 

136

 

139

   Prepaid expenses

 

745

 

618

   Other assets

 

1,524

 

1,391

 

 

 

 

 

 

 

17,733

 

17,109

 

 

 

 

 

Total assets

 

210,564

 

200,270

 

 

See the accompanying notes to the consolidated financial statements.

 

 

4


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED BALANCE SHEETS (Continued)

June 30, 2010 and December 31, 2009

Expressed in Millions of United States Dollars (except number of shares)

 

 

 

 

June 30, 2010

 

December 31, 2009

Liabilities and shareholders’ equity

 

(unaudited)

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

   Trade accounts payable

 

9,123

 

9,882

   Current debt (Note 10)

 

13,911

 

8,553

   Current portion of capital lease obligations (Note 12)

 

201

 

227

   Income taxes payable

 

655

 

825

   Taxes payable, other than income taxes

 

4,252

 

5,149

   Payroll and related charges

 

2,289

 

2,118

   Dividends and interest on capital payable (Note 14)

 

974

 

1,340

   Employees’ postretirement benefits obligation – Pension and Health Care (Note 13 (a))

 

665

 

694

Contingencies  (Note 15 (a))

 

30

 

31

   Other payables and accruals

 

2,560

 

2,146

 

 

 

 

 

 

 

34,660

 

30,965

Long-term liabilities

 

 

 

 

   Long-term debt (Note 10)

 

50,477

 

48,149

   Capital lease obligations (Note 12)

 

155

 

203

   Employees’ postretirement benefits obligation – Pension and Health Care (Note 13 (a))

 

10,962

 

10,963

   Deferred income taxes (Note 4)

 

9,962

 

9,844

   Provision for abandonment

 

2,704

 

2,812

   Contingencies (Note 15 (a))

 

904

 

469

   Other liabilities

 

1,796

 

1,445

 

 

 

 

 

 

 

76,960

 

73,885

Shareholders’ equity

 

 

 

 

   Shares authorized and issued (Note 14)

 

 

 

 

      Preferred share - 2010 and 2009 - 3,700,729,396 shares

 

17,157

 

15,106

      Common share - 2010 and 2009 - 5,073,347,344 shares

 

22,584

 

21,088

   Additional paid in capital

 

717

 

707

Capital reserve - fiscal incentive

 

-

 

296

   Retained earnings

 

 

 

 

      Appropriated

 

43,688

 

36,691

      Unappropriated

 

11,427

 

15,062

   Accumulated other comprehensive income

 

 

 

 

     Cumulative translation adjustments

 

3,542

 

6,743

     Postretirement benefit reserves adjustments net of tax ((US$814) and (US$848) for June 30, 2010 and December 31, 2009, respectively) - Pension cost and Health Care (Note 13 (a))

 

(1,581)

 

(1,646)

     Unrealized gains on available-for-sale securities, net of tax

 

9

 

24

     Unrecognized loss on cash flow hedge, net of tax

 

(22)

 

(13)

 

 

 

 

 

   Petrobras’ Shareholders’ Equity

 

97,521

 

94,058

 

 

 

 

 

   Noncontrolling interest

 

1,423

 

1,362

 

 

 

 

 

Total shareholders’ equity

 

98,944

 

95,420

 

 

 

 

 

Total liabilities and shareholders’ equity

 

210,564

 

200,270

See the accompanying notes to the consolidated financial statements.

5


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME

June 30, 2010 and 2009

Expressed in Millions of United States Dollars

(except number of shares and earnings per share)

(Unaudited)

 

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Sales of products and services

 

71,548

 

49,900

   Less:

 

 

 

 

      Value-added and other taxes on sales and services

 

(12,416)

 

(9,043)

      Contribution of intervention in the economic domain charge - CIDE

 

(1,949)

 

(1,063)

 

 

 

 

 

Net operating revenues

 

57,183

 

39,794

 

 

 

 

 

   Cost of sales

 

(32,713)

 

(20,882)

   Depreciation, depletion and amortization

 

(4,130)

 

(2,891)

   Exploration, including exploratory dry holes

 

(892)

 

(798)

   Impairment

 

(94)

 

-

   Selling, general and administrative expenses

 

(4,200)

 

(3,125)

   Research and development expenses

 

(448)

 

(322)

   Employee benefit expense for non-active participants

 

(403)

 

(324)

   Other operating expenses

 

(1,878)

 

(636)

 

 

 

 

 

Total costs and expenses

 

(44,758)

 

(28,978)

 

 

 

 

 

Operating income

 

12,425

 

10,816

 

 

 

 

 

   Equity in results of non-consolidated companies

 

(28)

 

215

   Financial income (Note 11)

 

924

 

822

   Financial expenses (Note 11)

 

(822)

 

(482)

   Monetary and exchange variation (Note 11)

 

(781)

 

(900)

   Other taxes

 

(166)

 

(148)

   Other expenses, net (Note 18 (a))

 

97

 

(77)

 

 

 

 

 

 

 

(776)

 

(570)

 

 

 

 

 

Income before income taxes

 

11,649

 

10,246

 

 

See the accompanying notes to the consolidated financial statements.

 

6


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF INCOME (Continued)

June 30, 2010 and 2009

Expressed in Millions of United States Dollars

(except number of shares and earnings per share)

(Unaudited)

 

 

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Income taxes expense (Note 4)

 

 

 

 

   Current

 

(2,621)

 

(2,789)

   Deferred

 

(426)

 

291

 

 

 

 

 

 

 

(3,047)

 

(2,498)

 

 

 

 

 

Net income for the period

 

8,602

 

7,748

 

 

 

 

 

Less: Net income attributable to the noncontrolling interest

 

(39)

 

(1,121)

 

 

 

 

 

Net income attributable to Petrobras

 

8,563

 

6,627

 

 

 

 

 

Net income applicable to each Petrobras class of shares

 

 

 

 

   Common

 

4,951

 

3,832

   Preferred

 

3,612

 

2,795

 

 

 

 

 

 

 

8,563

 

6,627

 

 

 

 

 

Basic and diluted earnings per: (Note 14)

 

 

 

 

   Common and Preferred share

 

0.98

 

0.76

   Common and Preferred ADS

 

1.96

 

1.52

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

 

   Common

 

5,073,347,344

 

5,073,347,344

   Preferred

 

3,700,729,396

 

3,700,729,396

 

 

See the accompanying notes to the consolidated financial statements.

 

7


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

June 30, 2010 and 2009

Expressed in Millions of United States Dollars

(Unaudited)

 

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

Cash flows from operating activities

 

 

 

 

   Net income for the period

 

8,602

 

7,748

 

 

 

 

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

   Depreciation, depletion and amortization

 

4,130

 

2,891

   Dry hole costs

 

547

 

329

   Impairment

 

94

 

-

   Equity in the results of non-consolidated companies

 

28

 

(215)

   Foreign exchange (gain)/loss

 

993

 

155

   Deferred income taxes

 

426

 

(291)

   Other

 

629

 

233

 

 

 

 

 

Working capital adjustments

 

 

 

 

   Increase in accounts receivable, net

 

(1,334)

 

(757)

   Increase in inventories

 

(346)

 

(207)

   Decrease (increase)in advances to suppliers

 

99

 

(589)

   Increase in recoverable taxes

 

(634)

 

(462)

   Decrease in trade accounts payable

 

(759)

 

(53)

   (Decrease) increase in taxes payable

 

(878)

 

824

    Increase in employees post-retirement benefits - Pension and health care

 

458

 

250

   Increase (decrease) in Contingencies

 

446

 

(12)

   Increase (decrease) in payroll and related charges

 

240

 

(272)

   Increase in other working capital adjustments

 

698

 

199

 

 

 

 

 

Net cash provided by operating activities

 

13,439

 

9,771

 

 

 

 

 

Cash flows from investing activities

 

 

 

 

Additions to property, plant and equipment

 

(19,387)

 

(14,271)

Investments in affiliated companies

 

(1,861)

 

(453)

Marketable securities and other investments activities

 

(383)

 

(139)

 

 

 

 

 

Net cash used in investing activities

 

(21,631)

 

(14,863)

 

 

 

 

 

Cash flows from financing activities

 

 

 

 

   Short-term debt, net of issuances and repayments

 

967

 

(231)

   Proceeds from issuance and draw-down of long-term debt

 

8,361

 

7,037

   Principal payments of long-term debt

 

(1,154)

 

(1,122)

   Proceeds from project financing

 

449

 

763

   Payments of project financing

 

(669)

 

(892)

   Payments of capital lease obligations

 

(104)

 

(108)

   Dividends and interest on shareholders’ equity paid to shareholders

 

(2,399)

 

(2,787)

 

 

 

 

 

Net cash provided by financing activities

 

5,451

 

2,660

 

 

 

 

 

Decrease in cash and cash equivalents

 

(2,741)

 

(2,432)

Effect of exchange rate changes on cash and cash equivalents

 

(456)

 

803

Cash and cash equivalents at beginning of period

 

16,169

 

6,499

Cash and cash equivalents at end of period

 

12,972

 

4,870

 

 

 

 

 

Supplemental cash flow information:

 

 

 

 

Cash paid during the period for

 

 

 

 

        Interest, net of amount capitalized

 

470

 

641

        Income taxes

 

1,806

 

3,884

 

 

2,276

 

4,525

See the accompanying notes to the consolidated financial statements.

8


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

June 30, 2010 and 2009

Expressed in Millions of United States Dollars

(Unaudited)

 

 

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

Preferred shares

 

 

 

 

Balance at January 1,

 

15,106

 

15,106

Capital increase from capital reserve - tax incentive

 

171

 

-

Capital increase from statutory reserve

 

300

 

-

Capital increase from undistributed earnings reserve

 

1,580

 

-

 

 

 

 

 

   Balance at June 30,

 

17,157

 

15,106

 

 

 

 

 

Common shares

 

 

 

 

Balance at January 1,

 

21,088

 

21,088

Capital increase from capital reserve - tax incentive

 

125

 

-

Capital increase from statutory reserve

 

219

 

-

Capital increase from undistributed earnings reserve

 

1,152

 

-

 

 

 

 

 

   Balance at June 30,

 

22,584

 

21,088

 

 

 

 

 

Additional paid in capital

 

 

 

 

   Balance at January 1,

 

707

 

-

   Change in the period

 

10

 

(289)

 

 

 

 

 

   Balance at June 30,

 

717

 

(289)

 

 

 

 

 

Capital reserve - fiscal incentive

 

 

 

 

   Balance at January 1,

 

296

 

221

   Capital increase

 

(296)

 

-

   Transfer from (to) unappropriated retained earnings

 

-

 

43

 

 

 

 

 

   Balance at June 30,

 

-

 

264

 

 

 

 

 

Cumulative translation adjustments

 

 

 

 

   Balance at January 1,

 

6,743

 

(15,846)

   Change in the period

 

(3,201)

 

12,519

 

 

 

 

 

   Balance at June 30,

 

3,542

 

(3,327)

 

 

 

 

 

Postretirement benefit reserves adjustments, net of tax - Pension Cost and Health Care

 

 

 

 

   Balance at January 1,

 

(1,646)

 

37

   Change in the period

 

99

 

11

   Tax effect on above

 

(34)

 

(4)

 

 

 

 

 

   Balance at June 30,

 

(1,581)

 

44

 

See the accompanying notes to the consolidated financial statements.

9


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Continued)

June 30, 2010 and 2009

Expressed in Millions of United States Dollars

(Unaudited)

 

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

Unrecognized gains on available-for-sale securities, net of tax

 

 

 

 

   Balance at January 1,

 

24

 

(144)

   Unrealized gains

 

(23)

 

            224

   Tax effect on above

 

8

 

(76)

 

 

 

 

 

     Balance at June 30,

 

9

 

                4

 

 

 

 

 

Unrecognized loss on cash flow hedge, net of tax

 

 

 

 

   Balance at January 1,

 

(13)

 

(39)

   Change in the period

 

(9)

 

22

 

 

 

 

 

      Balance at June 30,

 

(22)

 

(17)

 

 

 

 

 

Appropriated retained earnings

 

 

 

 

   Legal reserve

 

 

 

 

      Balance at January 1,

 

5,419

 

3,257

      Transfer from unappropriated retained earnings

 

632

 

1,578

 

 

 

 

 

      Balance at June 30,

 

6,051

 

4,835

 

 

 

 

 

   Undistributed earnings reserve

 

 

 

 

      Balance at January 1,

 

30,755

 

  12,123

      Capital increase

 

(2,732)

 

-

      Other change in the period

 

9,396

 

  15,315

      

 

 

 

 

      Balance at June 30,

 

37,419

 

27,438

 

 

 

 

 

  Statutory reserve

 

 

 

 

      Balance at January 1,

 

517

 

217

      Capital increase

 

(520)

 

-

      Transfer from unappropriated retained earnings

 

221

 

245

 

 

 

 

 

      Balance at June 30,

 

218

 

462

 

 

 

 

 

Total appropriated retained earnings

 

43,688

 

32,735

 

 

See the accompanying notes to the consolidated financial statements.

10


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Continued)

June 30, 2010 and 2009

Expressed in Millions of United States Dollars

(Unaudited)

 

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

Unappropriated retained earnings

 

 

 

 

   Balance at January 1,

 

15,062

 

25,889

   Net income attributable to Petrobras

 

8,563

 

6,627

   Dividends and interest on shareholders’ equity

 

(1,948)

 

(1,797)

   Appropriation from (to) tax incentive reserves

 

-

 

(43)

   Appropriation to reserves

 

(10,250)

 

(17,138)

 

   Balance at June 30,

 

11,427

 

13,538

 

 

 

 

 

Petrobras’ shareholders' equity

 

97,521

 

79,146

 

 

 

 

 

Noncontrolling interest

 

 

 

 

   Balance at January 1,

 

1,362

 

659

   Net income for the period

 

39

 

1,121

   Dividends and interest on shareholders’ equity paid

 

-

 

(51)

   Other changes in the period

 

22

 

85

 

 

 

 

 

   Balance at June 30,

 

1,423

 

1,814

 

 

 

 

 

Total shareholders' equity

 

98,944

 

80,960

 

 

 

 

 

 

 

 

 

 

Comprehensive income is comprised as follows:

 

 

 

 

   Net income for the period

 

8,602

 

7,748

   Cumulative translation adjustments

 

(3,201)

 

12,519

   Postretirement benefit reserves adjustments, net of tax - pension and  health care cost

 

65

 

7

   Unrealized gain on available-for-sale securities

 

(15)

 

148

   Unrecognized gain (loss) on cash flow hedge

 

(9)

 

22

 

 

 

 

 

   Comprehensive income

 

5,442

 

20,444

   Less: Net comprehensive income atributable to noncontrolling interest

 

(61)

 

(1,206)

   Comprehensive income attributable to Petrobras

 

5,381

 

19,238

 

See the accompanying notes to the consolidated financial statements.

 

 

11


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

1.      Basis of Financial Statements Preparation

 

The accompanying unaudited consolidated financial statements of Petróleo Brasileiro S.A. - Petrobras (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements and the accompanying notes should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2009 and the notes thereto.

 

The balance sheet at December 31, 2009 has been derived from the audited consolidated financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.

 

The consolidated financial statements as of June 30, 2010 and for the six-month periods ended June 30, 2010 and 2009, included in this report, are unaudited. However, in management's opinion, such consolidated financial statements reflect all normal recurring adjustments that are necessary for a fair presentation. The results for the interim periods are not necessarily indicative of trends or of results expected for the full year ending December 31, 2010.

 

The preparation of these financial statements requires the use of estimates and assumptions that reflect the assets, liabilities, revenues and expenses reported in the financial statements, as well as amounts included in the notes thereto. Management reviews its estimates periodically, including those related to oil and gas reserves, pension and health care liabilities, depreciation, depletion and amortization, abandonment costs, contingencies and income taxes. While the Company uses its best estimates and judgements, actual results could differ from those estimates as further confirming events occur.

 

 

12


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

 

Certain prior years amounts have been reclassified to conform to current year presentation standards. These reclassifications are not significant to the consolidated financial statements and had no impact on the Company’s net income.

 

Events subsequent to June 30, 2010, were evaluated until the time of the Form 6-K filing with the Securities and Exchange Commission.

 

Pursuant to Rule 436 (c) under the Securities Act of 1933 (the “Act”), this is not a “report” and should not be considered a part of any registration statement prepared or certified within the meanings of Sections 7 and 11 of the Act and therefore, the independent accountant’s liability under Section 11 does not extend to the information included herein.

13


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

2.      Accounting Policies

 

2.1  Recently Adopted Accounting Standards

 

a)      Transfers and Servicing (ASC 860), Accounting for Transfers of Financial Assets  (ASU 2009-16)

 

The FASB issued ASU 2009-16 in December 2009. This standard removes the concept of a Qualifying Special Purpose Entity (“QSPE”) and the exception for QSPE consolidation and clarifies the requirements for financial asset transfers eligible for sale accounting. ASU 2009-16 was adopted on January 1, 2010, and did not impact the Company’s results of operations, financial position or liquidity.

 

b)     Consolidation (ASC 810), Improvements to Financial Reporting by Enterprises Involved With Variable Interest Entities (ASU 2009-17)

 

The FASB issued ASU 2009-17 in December 2009. This standard became effective for the Company on January 1, 2010. ASU 2009-17 requires the enterprise to qualitatively assess if it is the primary beneficiary of a variable-interest entity (“VIE”), and, if so, the VIE must be consolidated. Additionally, this Statement requires continuous assessments of whether an enterprise is the primary beneficiary of a VIE. ASU 2009-17 was adopted on January 1, 2010, and did not impact the Company’s results of operations, financial position or liquidity.

 

2.2  Change in accounting estimates

 

The Company changed at the beginning of 2010, as a consequence of the periodic assessment of the expected useful lives of its assets, depreciation rates from thermoeletric power plants and facilities from Refining, Transporting and Marketing segment, based on reports prepared by independent appraisers.  The changes were accounted for prospectively in accordance with ASC 250 (Accounting Changes and Error Corrections) and the Company’s results of operations were increased in US$158, net of taxes, in the first half of 2010.

 

The table below provides the previous and the current depreciation rates as a result of the assessment:

 

 

 

Estimated average useful life

 

 

Previous

 

Current

 

 

 

 

 

Refinery and other industrial facilities

 

10 years

 

20 years

Pipelines

 

10 years

 

31 years

Tanks

 

10 years

 

26 years

Thermoelectric power plants

 

20 years

 

 23 years

14


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

2.   Accounting Policies (Continued)

 

2.3  IFRS adoption for local purposes

 

The Brazilian Corporation Law was amended in 2007 to permit Brazilian GAAP to converge with International Financial Reporting Standards, or “IFRS”, as issued by the International Accounting Standards Board, or “IASB”. The adoption of IFRS in Brazil is mandatory for the year ended December 31, 2010 and it is tax neutral in accordance with the current income tax legislation.

 

The Company elected to present its financial statements for local purposes for the first time in accordance with IFRS in the first quarter of 2010. The Company’s financial statements prepared in accordance with U.S. GAAP were not affected by the adoption of IFRS other than dividends and profit sharing payable to our employees, which are based on net income as calculated under IFRS.

 

3.      Derivative Instruments, Hedging and Risk Management Activities

 

The Company is exposed to a number of market risks arising from its normal course of business. Such market risks principally involve the possibility that changes in interest rates, foreign currency exchange rates or commodity prices will adversely affect the value of the Company’s financial assets and liabilities or future cash flows and earnings.

 

15


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

Petrobras’ risk management is performed by means of its Board of Directors pursuant to a corporate policy risk management. In March 2010, regarding the new corporate governance model developed by the Company, the Financial Commitee, in place of the Risk Management Committee, was organized by the Executive Board. Such a Committee is sponsored by the Financial Board and made up of all executive managers from the Financial area, and executive managers of Business can also be called to discuss about specific subjects. Among the Financial Commitee liabilities, it shall evaluate risk exposures and establish guidelines to measure, supervise and manage the risk concerning the Company's operation. The Board of Directors shall be liable to decide about the issues.

 

The risk management policy of Petrobras aims at contributing towards an appropriate balance between its objectives for growth and return and its level of risk exposure, whether inherent to the exercise of its activities or arising from the context within which it operates, so that, through effective allocation of its physical, financial and human resources the Company may attain its strategic goals.

 

16


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

The Company may use derivative and non-derivative instruments to implement its corporate risk management strategy. However, by using derivative instruments, the Company exposes itself to credit and market risk. Credit risk is the failure of a counterparty to perform under the terms of the derivative contract. Market risk is the possible adverse effect on the value of an asset or liability, including financial instruments that results from changes in interest rates, currency exchange rates, or commodity prices. The Company addresses credit risk by restricting the counterparties to such derivative financial instruments to major financial institutions.  Market risk is managed by the Company’s executive officers. The Company does not hold or issue financial instruments for trading purposes.

 

a)      Commodity price risk management

 

The Company is exposed to commodity price risks as a result of the fluctuation of crude oil and oil product prices. The Company’s commodity risk management activities are primarily undertaking through the uses of future contracts traded on stock exchanges; and options and swaps entered into with major financial institutions. The Company does not use derivatives contracts for speculative purposes.

 

The Company does not usually use derivatives to manage overall commodity price risk exposure, taking into consideration that the Company’s business plan uses conservative price assumptions associated to the fact that, under normal market conditions, price fluctuations of commodities do not represent a substantial risk to achieving strategic objectives.

 

 

17


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

The decision to enter into hedging or non-hedging derivatives is reviewed periodically and recommended, or not, to the Risk Management Committee. If entering into derivative is indicated, in scenarios with a significant probability of adverse events, and such decision is approved by the Board of Directors, the derivative transactions should be carried out with the aim of protecting the Company’s solvency, liquidity and execution of the corporate investment plan, considering an integrated analysis of all the Company’s risk exposures.

 

Outstanding derivatives contracts were entered into in order to mitigate price risk exposures from specific transactions, in which positive or negative results in the derivative transactions are totally or partially offset by the opposite result in the physical positions. The transactions covered by commodity derivatives are: certain cargoes traded from import and export operations and transactions between different geographical markets.

 

As a result of the Company currently price risk management, the derivatives are contracted as short term operations, to mitigate the price risk of specific forecasted transactions. The operations are carried out on the New York Mercantile Exchange (NYMEX) and the Intercontinental Exchange (ICE), as well as on the international over-the-counter market.

18


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

a)     Commodity price risk management (Continued)

 

The Company’s exposure from these contracts is limited to the difference between the contract value and market value on the volumes contracted. Crude oil future contracts are marked-to-market and related gains and losses are recognized in currently period earnings, irrespective of when the physical crude sales occur.

 

The main parameters used in risk management for variations of Petrobras’ oil and oil products prices are the cash flow at risk (CFAR) for medium-term assessments, Value at Risk (VAR) for short-term assessments,  and  Stop Loss. Corporate limits are defined for VAR and Stop Loss.

 

The hedges settled during the period from January to June 2010 corresponded to approximately 62% of the traded volume of imports and exports to and from Brazil plus the total volume of the products traded abroad.

 

The main counterparties of operations for derivatives for oil and oil products are the New York Stock Exchange (NYMEX), the Intercontinental Exchange and JP Morgan.

 

The commodity derivatives contracts are reflected at fair value as either assets or liabilities on the Company’s consolidated balance sheets recognizing gain or losses in earnings, using market to market accounting, in the period of change.

 

As of June 30, 2010, the Company had the following outstanding commodity derivative contracts that were entered into:

 

 Commodity Contracts

Maturity in 2010

 

 

Notional amount  in thousands of bbl*

 As of June 30, 2010

 

 

 

Futures and Forwards contracts

 

(3,523)

Options contracts

 

(7,000)

 

* A negative notional value represents a sale position.

 

19


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

b)     Foreign currency risk management

 

Exchange risk is one of the financial risks that the Company is exposed to and it originates from changes in the levels or volatility of the exchange rate. With respect to the management of these risks, the Company seeks to identify and handle them in an integrated manner, seeking to assure efficient allocation of the resources earmarked for the derivative. 

 

Taking advantage of operating in an integrated manner in the energy segment, the Company seeks, primarily, to identify or create “natural risk mitigation”, benefiting from the correlation between its income and expenses.   In the specific case of exchange variation inherent to the contracts with the cost and remuneration involved in different currencies, this natural risk mitigation is carried out through allocating the cash investments between the real and the US dollar or another currency.

 

The management of risks is done for the net exposure. Periodical analyses of the exchange risk are prepared, assisting the decisions of the executive committee. The exchange risk management strategy involves the use of derivative instruments to minimize the exchange exposure of certain Company’s obligations.

 

BR Distribuidora (wholly owned subsidiary) entered into an over the counter contract, not designated as hedge accounting, for covering the trading margins inherent to exports (aviation segment) for foreign clients. The objective of the operation, contracted contemporaneously with the definition of the cost of the products exported, is to lock the trading margins agreed with the foreign clients. Internal policy limits the volume of derivative contracts to the volume of products exported.

 

The volume of hedge executed for the exports occurring between January and June 2010 represented 61.9% of the total exported by BR Distribuidora. The settlements of the operations that matured between January 1 and June 30, 2010 generated a positive result for the Company of US$1.

 

The over the counter contract is reflected at fair value as either assets or liabilities on the Company’s consolidated balance sheets recognizing gains or losses in earnings, using market to market accounting, in the period of change.

20


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

b)       Foreign currency risk management (Continued)

 

As of June 30, 2010, the Company had the following foreign currency derivative contracts, not designated as hedging accounting, that were entered into:

 

 

Notional Amount

Foreign Currency

 

US$ million

 

 

 

Sell USD / Pay BRL

 

99

 

Cash flow hedge

In September 2006, the Company contracted a hedge known as a cross currency swap for coverage of the bonds issued in Yens in order to fix the Company’s costs in this operation in dollars.  In a cross currency swap there is an exchange of interest rates in different currencies. The exchange rate of the Yen for the US dollar is fixed at the beginning of the transaction and remains fixed during its existence. The Company does not intend to settle these contracts before the end of the term.

 

The Company has elected to designate its cross currency swap as cash flow hedges. Both at the inception of a hedge and on an ongoing basis, a cash flow hedge must be expected to be highly effective in achieving offsetting cash flows attributable to the hedged risk during the term of the hedge. Derivative instruments designated as cash flow hedges are reflected as either assets or liabilities on the Company’s consolidated balance sheets. Change in fair value, to the extent the hedge is effective, is reported in accumulated other comprehensive income until the cash flows of the hedged item occurs.

Effectiveness tests are conducted quarterly in order to measure how the changes in the fair value or the cash flow of the hedged items are being absorbed by the hedge mechanisms. The effectiveness calculation indicated that the cross currency swap is highly effective in offsetting the variation in the cash flows of the bonds issued in Yens.

21


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.    Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

b)     Foreign currency risk management (Continued)

 

Cash flow hedge (Continued)

 

As of June 30, 2010, the Company had the following cross currency swap, which was entered into:

 

Cross Currency Swaps

 

 

 

 

Maturing in 2016

 

%

 

Notional Amount (Million)

 

 

 

 

 

Fixed to fixed

 

 

 

 

Average Pay Rate (USD)

 

5.69

 

US$298

Average Receive Rate (JPY)

 

2.15

 

JPY$35,000

 

 

 

 

 

 

c)      Interest rate risk management

 

The Company’s interest rate risk is a function of the Company’s long-term debt and to a lesser extent, its short-term debt. The Company’s foreign currency floating rate debt is principally subject to fluctuations in LIBOR and the Company’s floating rate debt denominated in Reais is principally subject to fluctuations in the Brazilian long-term interest rate (TJLP) as fixed by the National Monetary Counsel. The Company currently does not utilize derivative financial instruments to manage its exposure to fluctuations in interest rates.

 

 

22


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

d)     Tabular presentation of the location and amounts of derivative fair values

 

The effect of derivative instruments on the statement of financial position for the six-month period ended June 30, 2010.

 

In millions of dollars

Asset Derivatives

 

Liability Derivatives

As of June 30,

2010

 

2010

 

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

Derivatives designated as hedging instruments under Codification Topic 815

 

 

 

 

 

 

 

Foreign exchange contracts

Other current assets

 

72

 

 

 

-

Total

 

 

72

 

 

 

-

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments under Codification Topic 815

 

 

 

 

 

 

 

Foreign exchange contracts

Other current assets

 

1

 

Other payables and accruals

 

-

 

 

 

 

 

 

 

 

Commodity contracts

Other  current assets

 

47

 

Other payables and accruals

 

(35)

 

 

 

 

 

 

 

 

Total

 

 

48

 

 

 

(35)

Total Derivatives

 

 

 

120

 

 

 

(35)

 

 

 

 

 

 

 

 

 

23


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

d)        Tabular presentation of the location and amounts of derivative fair values (Continued)

 

The effect of derivative instruments on the statement of financial position for the year ended December 31, 2009.

 

In millions of dollars

 

Asset Derivatives

 

Liability Derivatives

As of December 31,

 

2009

 

2009

 

 

Balance Sheet Location

 

Fair Value

 

Balance Sheet Location

 

Fair Value

Derivatives designated as hedging instruments under Codification Topic 815

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

65

 

 

 

 -

Total

 

 

 

65

 

 

 

-

 

 

 

 

 

 

 

 

 

Derivatives not designated as hedging instruments under Codification Topic 815

 

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

Other current assets

 

1

 

Other payable and accruals

 

-

Commodity contracts

 

Other current assets

 

35

 

Other payables and accruals

 

(51)

 

 

 

 

 

 

 

 

 

Total

 

 

 

36

 

 

 

(51)

Total Derivatives

 

 

 

 

101

 

 

 

 

(51)

 

24


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

d)    Tabular presentation of the location and amounts of derivative fair values (Continued)

 

The effect of derivative instruments on the statement of financial position for the six-month period ended June 30, 2010.

 

Derivatives in Codification Topic 815 Cash Flow Hedging Relationship

 

Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)

 

Location of Gain or (Loss) reclassified from Accumulated OCI into Income (Effective portion)

 

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

 

Amount of Gain or (Loss) Recognized in income on derivative (Inefective Portion and Amount Excluded from Effectiveness Testing)

 

June 30, 2010

 

 

June 30, 2010

 

June 30, 2010

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

3

 

Financial Expenses

 

(14)

 

-

 

 

3

 

 

 

(14)

 

-

 

The effect of derivative instruments on the statement of financial position for the six-month period ended June 30, 2009.

 

Derivatives in Codification Topic 815 Cash Flow Hedging Relationship

 

Amount of Gain or (Loss) Recognized in OCI on Derivative (Effective Portion)

 

Location of Gain or (Loss) reclassified from Accumulated OCI into Income (Effective portion)

 

Amount of Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)

 

Amount of Gain or (Loss) Recognized in income on derivative (Inefective Portion and Amount Excluded from Effectiveness Testing)

 

June 30, 2009

 

 

June 30, 2009

 

June 30, 2009

 

 

 

 

 

 

 

 

 

Foreign exchange contracts

 

(6)

 

Financial Expenses

 

28

 

-

 

 

(6)

 

 

 

28

 

-

25


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

3.   Derivative Instruments, Hedging and Risk Management Activities (Continued)

 

d)  Tabular presentation of the location and amounts of derivative fair values (Continued)

 

Derivatives Not Designated as Hedging Instruments under Codification Topic 815

 

Location of Gain or (Loss)

Recognized in Income on Derivative

 

Amount of Gain or (Loss) Recognized in Income on Derivative

 

 

 

 

 

June 30, 2010

 

 

 

 

 

Foreign exchange contracts

 

Financial income/expenses net

 

1

 

Commodity contracts

 

Financial income/expenses net

 

 

37

 

 

 

 

 

Total

 

 

 

38

 

Derivatives Not Designated as Hedging Instruments under Codification Topic 815

 

Location of Gain or (Loss) Recognized in Income on Derivative

 

Amount of Gain or (Loss) Recognized in Income on Derivative

 

 

 

 

 

June 30, 2009

 

 

 

 

 

Foreign exchange contracts

 

Financial income/expenses net

 

(39)

 

Commodity contracts

 

Financial income/expenses net

 

 

(161)

 

 

 

 

 

Total

 

 

 

(200)

 

 

 

 

 

26


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

4.      Income Taxes

 

Income taxes in Brazil comprise federal income tax and social contribution, which is an additional federal income tax. The statutory enacted tax rates for income tax and social contribution have been 25% and 9%, respectively, for the six-month periods ended June 30, 2010 and 2009.

 

The Company’s taxable income is substantially generated in Brazil and is therefore subject to the Brazilian statutory tax rate.

 

The following table reconciles the tax calculated based upon the Brazilian statutory tax rate of 34% to the income tax expense recorded in these consolidated statements of income.

 

 

 

Six-month periods

 ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Income before income taxes and noncontrolling interest

 

 

 

 

   Brazil

 

10,599

 

9,626

   International

 

1,050

 

620

 

 

 

 

 

 

 

11,649

 

10,246

 

 

 

 

 

Tax expense at statutory rates - (34%)

 

(3,961)

 

(3,484)

 

 

 

 

 

Adjustments to derive effective tax rate:

 

 

 

 

Non-deductible post-retirement and health-benefits

 

(101)

 

(80)

Tax benefits on interests on shareholders’ equity

 

674

 

459

Foreign income subject to different tax rates

 

244

 

327

Tax incentive (1)

 

82

 

71

Other

 

15

 

209

 

 

 

 

 

Income tax expense per consolidated statement of income

 

(3,047)

 

(2,498)

 

(1)          On May 10, 2007, the Brazilian Federal Revenue Office recognized Petrobras’ right to deduct certain tax incentives from income tax payable, covering the tax years of 2006 until 2015. During the six-month period ended June 30, 2010, Petrobras recognized a tax benefit in the amount of US$82 (US$71 on June 30, 2009) primarily related to these incentives in the Northeast, within the region covered by the Northeast Development Agency (ADENE), granting a 75% reduction in income tax payable, calculated on the profits of the exploration of the incentive activities and these have been accounted for under the flow through method.

27


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

4.   Income Taxes (Continued)

 

The following table shows a breakdown between domestic and international income tax benefit (expense) attributable to income from continuing operations:

 

 

 

Six-month periods ended June  30,

 

 

2010

 

2009

 

 

 

 

 

Income tax expense per consolidated statement of income:

 

 

 

 

Brazil

 

 

 

 

     Current

 

(2,487)

 

(2,392)

     Deferred

 

(432)

 

189

 

 

 

 

 

 

 

(2,919)

 

(2,203)

 

 

 

 

 

International

 

 

 

 

  Current

 

(134)

 

(397)

  Deferred

 

6

 

102

 

 

 

 

 

 

 

(128)

 

(295)

 

 

 

 

 

 

 

(3,047)

 

(2,498)

28


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

4.        Income Taxes (Continued)

 

The major components of the deferred income tax accounts in the consolidated balance sheet are as follows:

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

 

 

Current assets

 

609

 

669

Valuation allowance

 

(6)

 

(8)

Current liabilities

 

(9)

 

(15)

 

 

 

 

 

Net current deferred tax assets

 

594

 

646

 

 

 

 

 

 

 

Non-current assets

 

 

 

 

 

Employees’ postretirement benefits, net of Accumulated postretirement benefit reserves adjustments

 

875

 

879

 

  Tax loss carryforwards

 

2,275

 

2,194

 

  Other temporary differences, not significant individually

 

1,229

 

1,091

 

  Valuation allowance

 

(1,718)

 

(1,691)

 

 

 

 

 

 

 

 

 

2,661

 

2,473

 

 

 

 

 

 

 

Non-current liabilities

 

 

 

 

 

  Capitalized exploration and development costs

 

(9,502)

 

(8,912)

 

  Property, plant and equipment

 

(1,528)

 

(1,609)

 

Exchange variation

 

(860)

 

(995)

 

  Other temporary differences, not significant individually

 

(400)

 

(526)

 

 

 

 

 

 

 

 

 

(12,290)

 

(12,042)

 

 

 

 

 

 

 

Net non-current deferred tax liabilities

 

(9,629)

 

(9,569)

 

 

 

 

 

 

 

Non-current deferred tax assets

 

333

 

275

 

 

 

 

 

 

 

Non-current deferred tax liabilities

 

(9,962)

 

(9,844)

 

 

 

 

 

 

 

Net deferred tax liabilities

 

(9,035)

 

(8,923)

29


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

4.        Income Taxes (Continued)

 

The Company and its subsidiaries file income tax returns in Brazil and in many foreign jurisdictions. These tax returns are open to examination by the respective tax authorities in accordance with each local legislation.

 

As of and for the six-month period ended June 30, 2010, the Company did not have any material unrecognized tax benefits. Additionally, the Company does not expect that the amount of the unrecognized tax benefits will change significantly within the next twelve months.

 

 

5.        Cash and Cash Equivalents

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

 

 

Cash

 

1,469

 

1,478

Investments – Brazilian Reais (1)

 

6,788

 

10,780

Investments – U.S. dollars (2)

 

4,715

 

3,911

 

 

 

 

 

 

 

12,972

 

16,169

 

(1)   Comprised primarily federal public bonds with immediate liquidity and the securities are tied to the American dollar quotation or to the remuneration of the Interbank Deposits - DI.

 

 (2)   Comprised primarily by Time Deposit and securities with fixed income.

 

30


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

6.      Marketable Securities

 

 

 

June 30, 2010

 

December 31, 2009

Marketable securities classification:

 

 

 

 

Available-for-sale

 

2,782

 

2,551

Trading

 

50

 

-

Held-to-maturity

 

139

 

180

 

 

 

 

 

 

 

2,971

 

2,731

 

 

 

 

 

Less: Current portion of marketable securities

 

(412)

 

(72)

 

 

 

 

 

Long-term portion of marketable securities

 

2,559

 

2,659

 

Available-for-sale securities are presented as “Non-current assets”, as they are not expected to be sold or liquidated within the next twelve months. As of June 30, 2010, Petrobras had a balance of US$2,374 linked to B Series National Treasury Notes, which are accounted for as available-for-sale securities in accordance with Codification Topic 320. On October 23, 2008, the B Series National Treasury Notes were used as a guarantee after the confirmation of the agreements into with Petros, Petrobras’ pension plan (see Note 13 (b)). The nominal value of the NTN-Bs is restated based on variations in the Amplified Consumer Price Index (IPCA). The maturities of these notes are 2024 and 2035 and they bear interest coupon of 6% p.a., which is paid semi-annually. At June 30, 2010, the balances of the National Treasury Notes - Series B (NTN-B) are updated in accordance with their market value, based on the average prices disclosed by the National Association of Open Market Institutions (ANDIMA).

 

 

31


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

7.      Inventories

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

 

 

Products

 

 

 

 

  Oil products

 

3,456

 

3,379

  Ethanol

 

261

 

377

 

 

 

 

 

 

 

3,717

 

3,756

 

 

 

 

 

Raw materials, mainly crude oil

 

5,189

 

5,494

Materials and supplies

 

1,929

 

1,917

Other

 

88

 

75

 

 

 

 

 

 

 

10,923

 

11,242

 

 

 

 

 

Current inventories

 

10,857

 

11,227

 

 

 

 

 

Long-term inventories

 

66

 

15

 

Inventories are stated at the lower of cost or net realizable value. The Company recognized a loss of US$173 for the six-month period ended June 30, 2010 (US$205 for the six-month period ended June 30, 2009), which was classified as other operating expenses in the consolidated statement of income, considering the declines in the oil products market prices.

32


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

8.      Recoverable Taxes

 

Recoverable taxes are as follows:

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

 

 

Local:

 

 

 

 

  Domestic value-added tax (ICMS) (1)

 

3,000

 

2,816

  PASEP/COFINS (2)

 

5,520

 

4,858

  Income tax and social contribution

 

751

 

1,315

  Foreign value-added tax (IVA)

 

35

 

42

  Other recoverable taxes

 

423

 

371

 

 

 

 

 

 

 

9,729

 

9,402

 

 

 

 

 

Less: Long-term recoverable taxes

 

(5,971)

 

(5,462)

 

 

 

 

 

Current recoverable taxes

 

3,758

 

3,940

 

(1)  Domestic value-added sales tax (ICMS) is composed of credits generated by commercial operations and by the acquisition of property, plant and equipment and can be offset with taxes of the same nature.

(2)  Composed of credits arising from non-cumulative collection of PASEP and COFINS, which can be compensated with other federal taxes payable.

 

The income tax and social contribution recoverable will be offset against future income tax payable.

 

Petrobras plans to fully recover these taxes, and as such, no allowance has been provided.

33


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

9.      Petroleum and Alcohol Account - Receivable from Federal Government

 

The following summarizes the changes in the Petroleum and Alcohol account for the six-month period ended June 30, 2010:

 

 

 

Six-month period ended June 30, 2010

 

 

 

Opening balance

 

469

Financial income

 

1

Translation loss

 

(16)

 

 

 

Ending balance

 

454

 

In order to conclude the settlement of accounts with the Federal Goverment, pursuant to Provisional Measure nº 2,181, of August 24, 2001, and after providing all the information required by the National Treasury Office - STN, Petrobras is seeking to settle all the remaining disputes between the parties.

 

The remaining balance of the Petroleum and Alcohol account may be paid as follows: (1) National Treasury Bonds issued at the same amount as the final balance of the Petroleum and Alcohol account; (2) offset of the balance of the Petroleum and Alcohol account, with any other amount owed by Petrobras to the Federal Government, including taxes; or (3) by a combination of the above options.

 

34


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

10.  Financing

 

The Company has utilized project financing to provide capital for the continued development of the Company’s exploration and production and related projects.

 

The VIE's associated with the project finance projects are consolidated based on ASC Topic 810-10-25 (“Variable Interest Entities”).

 

a)    Short-term debt

 

The Company's short-term borrowings are principally sourced from commercial banks and include import and export financing denominated in United States dollars, as follows:

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

 

 

Imports - oil and equipment

 

148

 

189

Working capital

 

5,540

 

4,070

 

 

 

 

 

 

 

5,688

 

4,259

 

The weighted average annual interest rates on outstanding short-term borrowings were 2.75% and 2.53% at June 30, 2010 and December 31, 2009, respectively.

35


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

10. Financing (Continued)

 

b)   Long-term debt

 

·         Composition

 

 

 

June 30,  2010

 

December 31, 2009

Foreign currency

 

 

 

 

Notes

 

11,493

 

11,593

Financial institutions

 

16,049

 

12,119

Sale of future receivables

 

300

 

334

Suppliers’ credits

 

47

 

6

Assets related to export program to be offset against sales of future receivables

 

(150)

 

(150)

 

 

 

 

 

 

 

27,739

 

23,902

 

 

 

 

 

Local currency

 

 

 

 

National Economic and Social Development

 

 

 

 

Bank - BNDES (state-owned bank)

 

15,159

 

16,332

Debentures

 

770

 

3,762

Debentures:

 

 

 

 

Other Banks

 

1,723

 

1,610

Export Credit Notes

 

10,912

 

3,663

Bank Credit Certificate

 

2,007

 

2,075

Other

 

390

 

1,099

 

 

 

 

 

 

 

30,961

 

28,541

 

 

 

 

 

Total

 

58,700

 

52,443

Current portion of long-term debt and interest

 

(8,223)

 

(4,294)

 

 

 

 

 

 

 

50,477

 

48,149

 

36


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

10.  Financing (Continued)

 

b)   Long-term debt (Continued)

 

·         Composition of foreign currency denominated debt by currency

 

 

 

June 30,  2010

 

December 31, 2009

 

 

 

 

 

Currency

 

 

 

 

United States dollars

 

26,830

 

23,007

Japanese Yen

 

768

 

654

Euro

 

43

 

53

Other

 

98

 

188

 

 

 

 

 

 

 

27,739

 

23,902

 

·         Maturities of the principal of long-term debt

 

The long-term portion at June 30, 2010, becomes due in the following years:

 

2011

 

1,495

2012

 

3,417

2013

 

2,204

2014

 

2,688

2015

 

3,483

2016 and thereafter

 

37,190

 

 

 

 

 

50,477

 

37


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

10.  Financing (Continued)

 

b)    Long-term debt (Continued)

 

The composition of annual interest rates on long-term debt are as follows:

 

 

 

June 30, 2010

 

December 31, 2009

Foreign currency

 

 

 

 

6% or less

 

18,818

 

15,105

Over 6% to 8%

 

6,906

 

6,913

Over 8% to 10%

 

1,832

 

1,743

Over 10% to 12%

 

75

 

33

Over 12% to 15%

 

108

 

108

 

 

 

 

 

 

 

27,739

 

23,902

 

 

 

 

 

Local currency

 

 

 

 

6% or less

 

1,962

 

1,614

Over 6% to 8%

 

14,508

 

15,151

Over 8% to 10%

 

3,198

 

6,001

Over 10% to 12%

 

11,293

 

5,775

 

 

 

 

 

 

 

30,961

 

28,541

 

 

 

 

 

 

 

58,700

 

52,443

38


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

10.  Financing (Continued)

 

b)    Long-term debt (Continued)

 

Issuance of long-term debt

 

The main long-term funding carried out in the period from January to June 2010 is shown in the following table:

 

b.1) Foreign

 

Company

 

Date

 

Amount

US$ million

 

Maturity

 

Description

 

 

 

 

 

 

 

 

 

Petrobras

 

Feb/2010

 

2,000

 

2019

 

Financing obtained from the China Development Bank (CDB), with a cost of Libor plus spread of 2.8% p.a.

 

 

 

 

 

 

 

 

Petrobras

 

March/2010

 

2,000

 

2019

 

 

 

 

 

 

 

 

 

 

PNBV

 

Apr/2010

 

1,000 

 

2015

 

Financing obtained from the Credit Agriclole, at a rate of Libor plus spread of 1.625% p.a.

 

 

 

 

 

 

 

 

 

 

 

 

 

5,000

 

 

 

 

 

      b.2) In Brazil

 

Company

 

Date

 

Amount

(US$ million)

 

Maturity

 

Description

 

 

 

 

 

 

 

 

 

 

Refap

 

 

Feb and Mar//2010

 

 

333

 

 

Until 2015

 

Export credit note with an interest rate between 109.4% and 109.5% of average rate of CDI.

 

 

 

 

 

 

 

 

 

 

Petrobras

 

 

Jun/2010

 

 

1,221

 

 

2016

 

Financing obtained from Banco do Brasil, through the issuing of export credit note at a rate of 110.5% p.a. + flat fee of 0.85%.

 

 

 

 

 

 

 

 

 

 

Petrobras

 

 

Jun/2010

 

 

1,110

 

 

2017

 

Financing obtained from Caixa Economica Federal, through the issuing of export credit note at a rate of 112.9% of average rate of CDI.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,664

 

 

 

 

 

     

39


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

10.  Financing (Continued)

 

c)    Outstanding lines of credit with official credit agencies

 

c.1)      Foreign

 

 

 

 

 

Amount in US$

 

 

Company

 

Agency

 

Contracted

 

Used

 

Balance

 

Description

Petrobras

 

China

 Development

Bank

 

10,000

7,000

3,000

Libor +2.8% p.a.

 

c.2)      In Brazil

 

 

 

 

 

Amount in US$

 

 

Company

 

Agency

 

Contracted

 

Used

 

Balance

 

Description

 

 

 

 

 

 

 

 

 

 

 

Transpetro (*)

 

BNDES

 

4,645

 

205

 

4,440

 

Program for Modernization and Expansion of the FLEET (PROMEF) - TJLP+2.5% p.a.

 

 

 

 

 

 

 

 

 

 

 

Transportadora

Urucu Manaus

TUM

 

BNDES

 

1,382

 

1,351

 

31

 

Coari-Manaus gas pipeline - TJLP+1.96% p.a.

 

 

 

 

 

 

 

 

 

 

 

Transportadora

GASENE

 

 

BNDES

 

 

1,229

 

 

1,176

 

 

53

 

Cacimbas-Catu gas pipeline (GASCAC) – TJLP+1.96% p.a.

 

 

 

 

 

 

 

 

 

 

 

 

Petrobras

 

 

Banco do Brasil

 

 

278

 

 

84

 

 

194

 

Cédula de Crédito Comercial (FINAME) – 4.5% p.a.

 

 

 

 

 

 

 

 

 

 

 

 

Petrobras

 

Caixa Economica Federal

 

 

167

 

 

-

 

 

167

 

Cédula de Crédito Bancário (Crédito Rotativo) – 110% of average rate of CDI.

 

(*)   Agreements for conditioned purchase and sale of 38 ships were entered into with 5 Brazilian shipyards in the amount of US$5,161, where 90% is financed by BNDES.

40


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

11. Financial Income (Expenses), Net

 

Financial expenses, financial income and monetary and exchange variation, allocated to income for the six-month periods ended June 30, 2010 and 2009 are as follows:

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

Financial expenses

 

 

 

 

   Loans and financing

 

(1,531)

 

(856)

   Project financing

 

(171)

 

(159)

   Leasing

 

(6)

 

(15)

   Losses on derivative instruments

 

(68)

 

(330)

   Repurchased securities losses

 

(14)

 

(16)

   Other

 

(270)

 

(114)

 

 

 

 

 

 

 

(2,060)

 

(1,490)

   Capitalized interest

 

1,238

 

1,008

 

 

 

 

 

 

 

(822)

 

(482)

Financial income

 

 

 

 

   Investments

 

344

 

285

  Marketable securities

 

152

 

221

  Gains on derivative instruments

 

106

 

130

   Clients

 

61

 

50

   Other

 

261

 

136

 

 

 

 

 

 

 

924

 

822

 

 

 

 

 

Monetary and exchange variation

 

(781)

 

(900)

 

 

 

 

 

 

 

(679)

 

(560)

 

41


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

12.  Capital Lease Obligations

 

The Company leases certain offshore platforms and vessels, which are accounted for as capital leases. As of June 30, 2010, assets under capital leases had a net book value of US$470 (US$750 at December 31, 2009).

 

The following is a schedule by year of the future minimum lease payments as of June 30, 2010:

 

2010

 

153

2011

 

105

2012

 

41

2013

 

17

2014

 

17

2015

 

17

2016 and thereafter

 

44

Estimated future lease payments

 

394

 

 

 

 

Less amount representing interest at 6.2% to 12.0% annual

 

(38)

 

 

 

Present value of minimum lease payments

 

356

 

 

 

Less current portion of capital lease obligations

 

201

 

 

 

Long-term portion of capital lease obligations

 

155

42


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

13.  Employees’ Postretirement Benefits and Other Benefits

 

a)    Employees’ postretirement benefits balances

 

The Company sponsors a contributory defined benefit pension plan covering substantially all of its employees and provides certain health care benefits for a number of active and retired employees. During 2010, the Company made contributions of US$368 to pension and health care plans (US$586 in 2009).

 

The balances related to Employees’ Postretirement Benefits are represented as follows:

 

 

As of

 

June 30, 2010

 

December 31, 2009

 

 

 

Health

 

 

 

 

 

Health

 

 

 

Pension

 

Care

 

 

 

Pension

 

Care

 

 

 

Benefits

 

Benefits

 

Total

 

Benefits

 

Benefits

 

Total

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

Defined-benefit plan

324

 

315

 

639

 

182

 

325

 

507

Variable Contribution plan

26

 

-

 

26

 

187

 

-

 

187

 

 

 

 

 

 

 

 

 

 

 

 

Employees’ postretirement projected benefits obligation

350

 

315

 

665

 

369

 

325

 

694

 

 

 

 

 

 

 

 

 

 

 

 

Long-term liabilities

 

 

 

 

 

 

 

 

 

 

 

Defined-benefit plan

4,262

 

6,609

 

10,871

 

4,419

 

6,544

 

10,963

Variable Contribution plan

91

 

-

 

91

 

-

 

-

 

-

Employees’ postretirement projected benefits obligation

4,353

 

6,609

 

10,962

 

4,419

 

6,544

 

10,963

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity - Accumulated other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

Defined-benefit plan

2,187

 

117

 

2,304

 

2,282

 

121

 

2,403

Variable Contribution plan

91

 

-

 

91

 

91

 

-

 

91

Tax effect

(774)

 

(40)

 

(814)

 

(807)

 

(41)

 

(848)

 

 

 

 

 

 

 

 

 

 

 

 

Net balance recorded in shareholders’ equity

1,504

 

77

 

1,581

 

1,566

 

80

 

1,646

43


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

13. Employees’ Postretirement Benefits and Other Benefits (Continued)

 

b)    Funded status of the plans

 

Net periodic benefit cost includes the following components:

 

 

As of June 30,

 

2010

 

2009

 

Pension Plans

 

 

 

Pension Plans

 

 

 

Defined-Benefits

 

Variable Contribution

 

Health Care Benefits

 

Defined-Benefits

 

Variable Contribution

 

 

Health Care Benefits

 

 

 

 

 

 

 

 

 

 

 

 

Service cost-benefits earned during the period

118

 

42

 

55

 

 

92

 

23

 

31

Interest cost on projected benefit obligation

1,456

 

16

 

369

 

 

1,009

 

 

8

 

 

268

Expected return on plan assets

(1,237)

 

(8)

 

-

 

(851)

 

(4)

 

-

Amortization  of net actuarial loss

30

 

4

 

1

 

-

 

-

 

-

Amortization  of  prior service cost

-

 

-

 

-

 

22

 

3

 

1

 

367

 

54

 

425

 

272

 

30

 

300

 

 

 

 

 

 

 

 

 

 

 

 

Employees’ contributions

(109)

 

(12)

 

-

 

(104)

 

(10)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

Net periodic benefit cost

258

 

42

 

425

 

168

 

20

 

300

 

b.1)   Defined benefits plan

 

Petrobras and its subsidiaries sponsoring the Petros plan, trade unions and Petros executed a Financial Commitment Agreement on October 23, 2008, after legal homologation on August 25, 2008, to cover commitments with pension plans, which will be paid in semi-annually installments with interest of 6% p.a. on the debtor balance updated by the IPCA, for the next 20 years, as previously agreed during the renegotiation. At June 30, 2010, the balance of the obligation of Petrobras and subsidiaries referring to the Financial Commitment Agreement was US$2,467, of which US$24 matures in 2010.

44


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

13. Employees’ Postretirement Benefits and Other Benefits (Continued)

 

b)   Funded status of the plans (Continued)

 

b.1)   Defined benefits plan (Continued)

 

The Company’s obligation, through the Financial Commitment Agreement, presents a counterpart to the concessions made by the members/beneficiaries of the Petros Plan in the amendment of the plan's regulations, in relation to the benefits, and in the closing of existing litigations.

 

At June 30, 2010, Petrobras had long-term National Treasury Notes in the amount of US$2,374 (US$2,363 at December 31, 2009), acquired to balance liabilities with Petros, which will be held in the Company's portfolio and used as a guarantee for the Financial Commitment Agreement.

 

b.2)   Variable contribution plan

 

As from July 01, 2007, the Company implemented the new supplementary pension plan, a Variable Contribution (CV) or mixed plan, called Petros Plan 2, for all new employees.

 

 

45


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

A portion of this plan with defined benefits characteristics refers to the risk coverage for disability and death, a guarantee of a minimum benefit and a lifetime income, and the related actuarial commitments are recorded according to the projected credit unit method. The portion of the plan with defined contribution characteristics, earmarked for forming a reserve for programmed retirement, was recognized in the results for the year as the contributions are made. In the six-month period ended June 30, 2010, the contribution of Petrobras and subsidiaries to the defined contribution portion of this plan was US$92.

 

Petrobras and the other sponsors fully assumed the contributions corresponding to the period in which the participants had no plan. The plan will continue to admit new subscribers after this date but no longer including any payment for the period relating to past service.

 

The disbursements related to the cost of past service will be made on a monthly basis over the same number of months during which the participant had no plan and, therefore, should cover the part related to the participants and the sponsors.

 

46


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

14.  Shareholders’ Equity

 

a)      Capital

 

The Company’s subscribed and fully paid-in capital at June 30, 2010 and at December 31, 2009 consisted of 5,073,347,344 common shares and 3,700,729,396 preferred shares. The preferred shares do not have any voting rights and are not convertible into common shares and vice-versa. Preferred shares have priority in the receipt of dividends and return of capital.

 

The relation between the ADS and shares of each class is of 2 (two) shares for one ADS.

 

Current Brazilian law requires that the Federal Government retain ownership of 50% plus one share of the Company’s voting shares.

 

The Special General Shareholders’ Meeting, held jointly with the General Shareholders’ Meeting on April 22, 2010, approved  the increase in the Company’s capital from US$36,194 (R$78,967 million) to US$39,741 (R$85,109 million), through the capitalization of part of the profit reserves in the amount of US$3,251 (R$5,627 million), where US$519 (R$899 million) is from the statutory reserve, US$2,724 (R$4,713 million) from the profit retention reserve, in accordance with article 199, of Law 6404/76,  and US$8 (R$15 million) from part of the tax incentive reserve formed in 2009, in compliance with article 35, paragraph 1, of Ordinance 2091/07 of the Government Ministry of National Integration, and from capital reserves in the amount of  US$296 (R$515 million).

 

The Special General Shareholders’ Meeting, held on June 22, 2010, approved some amendments to the bylaws of the Company, the main as follows:

 

a.1) Increase the limit of preferred shares to two billion four hundred million (2,400,000,000) shares of the Company without changing the corresponding current amount of US$33,937 (R$60,000 million), in accordance with article 40, I of the bylaws of the Company; and

 

      a.2) Include a provision to set a limit for authorized capital for common shares of the Company in the amount of US$50,905 (R$90,000 million) by the issuance of a number of common shares not exceeding three billion two hundred thousand (3,200,000,000) shares, in accordance with article 40 of the bylaws of the Company.

 

 

For more information see Petrobras’ Press Release of June 22, 2010.

47


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

14.  Shareholders’ Equity (Continued)

 

b)   Dividends and interest on shareholders’ equity related to 2009 results

 

The General Shareholders’ Meeting of April 22, 2010 approved dividends referring to 2009, in the amount of US$4,560 (R$8,335 million), to common and preferred share, without distinction, that compose the capital, the value of which should be monetarily restated in accordance with the variation of the SELIC rate as from  December  31, 2009 until the date of the beginning of payment on April 30, 2010.

 

Interest on shareholders’ equity in the total at amount of US$3,912 (R$7,195 million), is included in these dividends, and was distributed as follows:

 

·        On June 24, 2009, in the amount of US$1,347 (R$2,632 million), which was made available to shareholders on November 30, 2009, based on the share position of July 3, 2009.

 

·        On September 21, 2009, in the amount of US$964 (R$1,755 million), which was made available to shareholders on December 21, 2009, based on the share position of September 30, 2009.

 

·        On December 17, 2009, in the amount of US$1,002 (R$1,755 million), which was made available to shareholders on December 29, 2009, based on the share position of December 18, 2009.

 

·        On February 26, 2010, the final portion of interest on shareholders’ equity, which was made available to shareholders on April 30, 2010, based on the shareholding position as of April 22, 2010, in the amount of US$599 (R$1,053 million), together with the dividends of US$648 (R$1,140 million).

 

48


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

14. Shareholders’ Equity (Continued)

 

c)   Interest on shareholders' equity – fiscal year 2010

 

The Company’s Board of Directors approved distribution in advance of remuneration to shareholders in the form of interest on shareholders’ equity, as established in article 9 of Law 9249/95 and Decrees 2673/98 and 3381/00, as follows:

 

·         On May 14, 2010, in the amount of US$977 (R$1,755), which was made available to shareholders on May 30, 2010, based on the shareholding position at May 21, 2010.

 

·         On July 16, 2010,  in the amount of US$986 (R$1,755), to be made available not later than September 30, 2010, based on the shareholding position at July 30, 2010.

 

This interest on shareholders’ equity should be discounted from the remuneration that will be distributed on the closing of the fiscal year 2010. The amount will be monetarily updated according to the variation of the SELIC rate since the date of effective payment until the end of the aforementioned fiscal year.

 

The interest on shareholders’ equity is subject to the levy of income tax at the rate of 15% (fifteen percent), except for shareholders that are declared immune or exempt.

 

49


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

14.  Shareholders’ Equity (Continued)

 

d)    Dividends and interest on shareholders’ equity related to 2010 results

 

 

 

Six-month periods

ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Net income for the period attributable to Petrobras

 

8,563

 

6,627

Less priority preferred share dividends

 

(1,243)

 

(972)

Less common shares dividends, up to the priority preferred shares dividends on a per-share basis

 

(1,704)

 

(1,332)

 

 

 

 

 

Remaining net income to be equally allocated to common and preferred shares

 

5,616

 

4,323

 

 

 

 

 

Weighted average number of shares outstanding:

 

 

 

 

  Common

 

5,073,347,344

 

5,073,347,344

  Preferred

 

3,700,729,396

 

3,700,729,396

 

 

 

 

 

Basic and diluted earnings per:

 

 

 

 

  Common and preferred share

 

0.98

 

0.76

  Common and preferred ADS

 

1.96

 

1.52

 

50


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

15.  Commitments and Contingencies

 

Petrobras is subject to a number of commitments and contingencies arising in the normal course of its business. Additionally, the operations and earnings of the Company have been, and may be in the future, affected from time to time in varying degrees by political developments and laws and regulations, such as the Federal Government's continuing role as the controlling shareholder of the Company, the status of the Brazilian economy, forced divestiture of assets, tax increases and retroactive tax claims, and environmental regulations. The likelihood of such occurrences and their overall effect upon the Company are not readily predictable.

 

a)   Litigation

 

The Company is a defendant in numerous legal actions involving civil, tax, labor, corporate and environment issues arising in the normal course of its business. Based on the advice of its internal legal counsel and management’s best judgment, the Company has recorded accruals in amounts sufficient to provide for losses that are considered probable and reasonably estimable.

 

At June 30, 2010 and December 31, 2009, the respective amounts accrued by type of claims are as follows:

 

 

 

June 30, 2010

 

December 31, 2009

 

 

 

 

 

Labor claims

 

129

 

71

Tax claims

 

207

 

94

Civil claims

 

537

 

272

Commercials claims and other contingencies

 

61

 

63

 

 

 

 

 

Total

 

934

 

500

 

 

 

 

 

Current contingencies

 

(30)

 

(31)

 

 

 

 

 

Long-term contingencies

 

904

 

469

51


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

15. Commitments and Contingencies (Continued)

 

a)   Litigation (Continued)

 

As of June 30, 2010 and December 31, 2009, in accordance with Brazilian law, the Company had US$1,316 and US$1,158, respectively, into federal deposit accounts to provide for certain claims until they are settled. These amounts are reflected in the balance sheet as restricted deposits for legal proceedings and guarantees.

 

The principal proceedings, disclosed previously as a possible loss, this quarter are classified as a probable loss, due to the development of the legal case or agreements in progress, as follows:

 

a.1) ICMS – Sinking of Platform P-36

 

In 2001, Platform P-36 was imported by Petrobras through temporary admission in accordance with the special regime for imports and exports (REPETRO) which suspends taxation and, therefore, on this occasion state taxes were not due.

 

With the sinking of the platform, the State of Rio de Janeiro initiated actions for collection of the suspended ICMS through tax foreclosure proceedings as it understands that there will no longer be return of the platform.

 

In February 2010, with an unfavorable decision at the last level of appeals in the Superior Court of Rio de Janeiro, Petrobras began to evaluate the legal aspects of the suit and the economic aspects of the use of the benefits of tax amnesty established in State Law 5647, of January 18, 2010, which permits elimination of fines and an expressive decrease in other charges, as well as the possibility of payment with court order debts.

 

Petrobras adhered to the payment conditions of the aforementioned State Law, fixing the total amount agreed upon with the State of Rio de Janeiro in the amount of US$249.

 

In May 2010 Petrobras paid the amount of US$174. The remaining balance of US$75, which has been provided and will be paid in court order debts. In addition, the State of Rio de Janeiro has undertaken to analyze tax benefits related to other projects and negotiation with the Company.

52


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

15. Commitments and Contingencies (Continued)

 

a)   Litigation (Continued)

 

a.2) Triunfo Agro Industrial S.A and others

 

During the year 2000, Triunfo Agro Industrial and Others filed a suit against Petrobras, claiming losses and damages as a result of the annulling of a credit assignment transaction – excise tax (IPI) premium. The hearing by the Superior Court of Rio de Janeiro, in the second instance, was unfavorable to Petrobras and approval was denied for the appeal lodged by the Company. Appeals will be filed against this decision in the higher courts in Brasilia. The maximum estimated exposure is around US$255, which has been provided.

 

a.3) Notices of Infraction Federal Revenue Department

 

Petrobras received Notices of Infraction for denial of offsetting of corporate income tax (IRPJ) and social contribution on net income (CSLL) computed during the year by monthly estimate. The Company is relying on an administrative level. Some notices were considered to have grounds in the first administrative instance. The Company filed spontaneous appeals which are awaiting a hearing. The maximum estimated exposure is around US$198. Based on its legal counsels’ advice, the Company has assessed risk of loss to be possible.

 

a.4) Processes for small amounts

 

The Company is involved in a number of legal and administrative proceedings with expectations of possible losses, whose total is broken down as follows: US$85 for civil actions, US$420 for labor actions, US$415 for tax actions and US$185 for environmental actions.

53


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

15.  Commitments and Contingencies (Continued)

 

b)   Environmental matters

 

The Company is subject to various environmental laws and regulations. These laws regulate the discharge of oil, gas or other materials into the environment and may require the Company to remove or mitigate the environmental effects of the disposal or release of such materials at various sites.

 

The Company’s management considers that any expenses incurred to correct or mitigate possible environmental impacts should not have a significant effect on operations or cash flows.

 

 

16.    Fair value Measurements

 

The Company’s debt including project financing obligations, resulting from Codification Topic 810 consolidation amounted to US$50,477 at June 30, 2010, and had estimated fair value of US$52,021.

 

The fair value hierarchy for the Company’s financial assets and liabilities accounted for at fair value on a recurring basis, at June 30, 2010, was:

 

 

 

As of June 30, 2010

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Marketable securities

 

2,832

 

-

 

-

 

2,832

Foreign exchange derivatives (Note 3)

 

-

 

73

 

-

 

73

Commodity derivatives (Note 3)

 

47

 

-

 

-

 

47

 

 

 

 

 

 

 

 

 

Total assets

 

2,879

 

73

 

-

 

2,952

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

Commodity derivatives (Note 3)

 

(35)

 

-

 

-

 

(35)

 

 

 

 

 

 

 

 

 

Total liabilities

 

(35)

 

-

 

-

 

(35)

 

 

 

54


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

16.  Fair value Measurements (Continued)

 

The fair value hierarchy for the Company’s non financial assets and liabilities accounted for at fair value on a non-recurring basis at June 30, 2010, was:

 

 

 

As of June 30, 2010

 

 

 

 

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

Long-lived assets held for sale

 

-

 

34

 

-

 

34

Long-lived assets held and used

 

-

 

-

 

94

 

94

 

According with the provisions of ASC Topic 360, long-lived assets held for sale with a carrying amount of US$84 were written down to their fair value of US$34, resulting in a before tax impairment charge of US$50.  The fair value was obtained from bids of prospective buyers.

 

In accordance with the provisions of ASC Topic 360, long-lived assets held and used with a carrying amount of US$138 were written down to their fair value of US$94, resulting in an impairment charge of US$44, before taxes, which was included in earnings for the period.

 

55


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17.  Segment Information

 

The following presents the Company’s assets by segment:

 

 

 

As of June 30, 2010

 

 

Exploration
and

Production

 

Refining,
Transportation

and Marketing (1)

 

Gas
and
Power (1)

 

International
(see separate

disclosure)

 

Distribution

 

Corporate (2)

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

3,820

 

14,665

 

2,602

 

2,825

 

3,559

 

17,109

 

(4,298)

 

40,282

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Cash and cash equivalents

 

-

 

-

 

-

 

-

 

-

 

12,972

 

-

 

12,972

  Other current assets

 

3,820

 

14,665

 

2,602

 

2,825

 

3,559

 

4,137

 

(4,298)

 

27,310

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in non-consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

companies and other investments

 

290

 

2,458

 

684

 

1,240

 

207

 

587

 

-

 

5,466

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

74,109

 

35,976

 

21,237

 

9,912

 

2,298

 

3,551

 

-

 

147,083

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

3,607

 

2,534

 

1,407

 

1,629

 

314

 

8,528

 

(286)

 

17,733

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

81,826

 

55,633

 

25,930

 

15,606

 

6,378

 

29,775

 

(4,584)

 

210,564

 

(1)  The segment information for 2009 and 2010 was prepared considering the changes in business areas, due to the transfer of the management of the fertilizer business from the segment "Refining, Transportation and Marketing" to "Gas and Power".

 

(2)  The assets related to biofuels are included in the Corporate segment.

56


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17. Segment Information (Continued)

 

 

 

As of June 30, 2010

 

 

International

 

 

Exploration
and

Production

 

Refining,
Transportation

and Marketing

 

Gas and
Power

 

Distribution

 

Corporate

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

987

 

1,518

 

253

 

365

 

123

 

(421)

 

2,825

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in non-consolidated

 

735

 

28

 

163

 

36

 

278

 

 

-  

 

1,240

  companies and other investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

8,654

 

1,014

 

252

 

237

 

124

 

(369)

 

9,912

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

1,701

 

305

 

114

 

61

 

1,256

 

(1,808)

 

1,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

12,077

 

2,865

 

782

 

699

 

1,781

 

(2,598)

 

15,606

 

 

57


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17. Segment Information (Continued)

 

The following presents the Company’s assets by segment:

 

 

 

As of December 31, 2009

 

 

Exploration

and

Production

 

Refining, Transportation and Marketing (1)

 

Gas and

Power (1)

 

International

(see separate

Disclosure)

 

Distribution

 

Corporate

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

3,636

 

14,810

 

2,971

 

2,737

 

3,270

 

19,948

 

(4,728)

 

42,644

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

-

 

-

 

-

 

-

 

-

 

16,169

 

-

 

16,169

Other current assets

 

3,636

 

14,810

 

2,971

 

2,737

 

3,270

 

3,779

 

(4,728)

 

26,475

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in non-consolidated companies and other investments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

285

 

1,635

 

761

 

1,318

 

221

 

130

 

-

 

4,350

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

 

70,098

 

31,508

 

20,196

 

9,375

 

2,342

 

2,653

 

(5)

 

136,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

 

3,577

 

2,016

 

1,433

 

1,484

 

294

 

8,467

 

(162)

 

17,109

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

 

77,596

 

49,969

 

25,361

 

14,914

 

6,127

 

31,198

 

(4,895)

 

200,270

 

(1)  The segment information for 2009 and 2010 was prepared considering the changes in business areas, due to the transfer of the management of the fertilizer business from the segment "Refining, Transportation and Marketing" to "Gas and Power".

 

58


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17.   Segment Information (Continued)

 

 

As of December 31, 2009

 

International

 

Exploration
and
Production

 

Refining
Transportation
 and Marketing

 

Gas 
and Power

 

Distribution

 

Corporate

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

1,004

 

1,400

 

231

 

292

 

198

 

(388)

 

2,737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in non-consolidated companies and other investments

833

 

37

 

160

 

38

 

250

 

-

 

1,318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property, plant and equipment, net

7,961

 

1,105

 

271

 

249

 

132

 

(343)

 

9,375

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-current assets

1,581

 

271

 

107

 

71

 

1,278

 

(1,824)

 

1,484

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

11,379

 

2,813

 

769

 

650

 

1,858

 

(2,555)

 

14,914

 

59


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17. Segment Information (Continued)

 

Revenues and net income by segment are as follows:

 

 

 

Six-month period ended June 30, 2010

 

 

Exploration

and

Production

 

Refining,
Transportation
and Marketing (1)

 

Gas

and

Power (1)

 

International

(see separate

disclosure)

 

Distribution

 

Corporate (2)

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues to third parties

 

141

 

32,012

 

3,034

 

5,116

 

16,880

 

-

 

-

 

57,183

Inter-segment net operating revenues

 

25,959

 

15,284

 

432

 

1,275

 

349

 

-

 

(43,299)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

26,100

 

47,296

 

3,466

 

6,391

 

17,229

 

-

 

(43,299)

 

57,183

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

(10,018)

 

(43,442)

 

(2,100)

 

(4,563)

 

(15,719)

 

-

 

43,129

 

(32,713)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

(2,652)

 

(546)

 

(244)

 

(427)

 

(103)

 

(149)

 

(9)

 

(4,130)

Exploration, including exploratory dry holes

 

(758)

 

-

 

-

 

(134)

 

-

 

-

 

-

 

(892)

Impairment

 

-

 

-

 

(44)

 

(50)

 

-

 

-

 

-

 

(94)

Selling, general and administrative expenses

 

(189)

 

(1,452)

 

(408)

 

(388)

 

(848)

 

                  (1,015)

 

100

 

(4,200)

Research and development expenses

 

(228)

 

(74)

 

(32)

 

(1)

 

(2)

 

                    (111)

 

-

 

(448)

Employee benefit expense

 

-

 

-

 

-

 

-

 

-

 

                    (403)

 

-

 

(403)

Other operating expenses

 

(367)

 

(554)

 

(210)

 

(131)

 

(37)

 

                  (603)

 

24

 

(1,878)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

(14,212)

 

(46,068)

 

(3,038)

 

(5,694)

 

(16,709)

 

                  (2,281)

 

43,244

 

(44,758)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

11,888

 

1,228

 

428

 

697

 

520

 

                  (2,281)

 

(55)

 

12,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in results of non-consolidated companies

 

5

 

(100)

 

65

 

6

 

-

 

(4)

 

-

 

(28)

 Financial income (expenses), net

 

-

 

-

 

-

 

-

 

-

 

(679)

 

-

 

(679)

Other taxes

 

(24)

 

(27)

 

(13)

 

(38)

 

(8)

 

(56)

 

-

 

(166)

Other expenses, net

 

(5)

 

84

 

5

 

8

 

5

 

-

 

-

 

97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

11,864

 

1,185

 

485

 

673

 

517

 

                (3,020)

 

(55)

 

11,649

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefits (expense)

 

(4,032)

 

(437)

 

(141)

 

(67)

 

(176)

 

1,787

 

19

 

(3,047)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income  (loss) for the period

 

7,832

 

748

 

344

 

606

 

341

 

(1,233)

 

(36)

 

8,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income (loss) attributable to the noncontrolling interest

 

7

 

(32)

 

49

 

(42)

 

-

 

                       (21)

 

-

 

(39)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Petrobras

 

7,839

 

716

 

393

 

564

 

341

 

                  (1,254)

 

(36)

 

8,563

 

(1)  The segment information for 2009 and 2010 was prepared considering the changes in business areas, due to the transfer of the management of the fertilizer business from the segment "Refining, Transportation and Marketing" to "Gas and Power".

 

(2)  The results with biofuels are included in the Corporate segment.

60


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17.   Segment Information (Continued)

 

 

 

Six-month period ended June 30, 2010

 

 

International

 

 

Exploration
and
Production

 

Refining
Transportation
 and Marketing

 

Gas
and
Power

 

Distribution

 

Corporate

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues to third parties

 

324

 

2,638

 

245

 

1,894

 

-

 

15

 

5,116

Inter-segment net operating revenues

 

1,472

 

949

 

21

 

19

 

-

 

(1,186)

 

1,275

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

1,796

 

3,587

 

266

 

1,913

 

-

 

(1,171)

 

6,391

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

(438)

 

(3,327)

 

(212)

 

(1,750)

 

-

 

1,164

 

(4,563)

Depreciation, depletion and amortization

 

(349)

 

(41)

 

(9)

 

(15)

 

(13)

 

-

 

(427)

Exploration, including exploratory dry holes

 

(134)

 

-

 

-

 

-

 

-

 

-

 

(134)

Impairment

 

-

 

(50)

 

-

 

-

 

-

 

-

 

(50)

Selling, general and administrative expenses

 

(78)

 

(64)

 

(3)

 

(119)

 

(124)

 

-

 

(388)

Research and development expenses

 

-

 

-

 

-

 

-

 

(1)

 

-

 

(1)

Other operating expenses

 

(64)

 

(107)

 

5

 

7

 

29

 

(1)

 

(131)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

(1,063)

 

(3.589)

 

(219)

 

(1,877)

 

(109)

 

1,163

 

(5,694)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

733

 

(2)

 

47

 

36

 

(109)

 

(8)

 

697

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in results of non-consolidated companies

 

12

 

9

 

1

 

3

 

(19)

 

-

 

6

Other taxes

 

(17) 

 

(2)

 

(1)

 

(2)

 

(16)

 

-

 

(38)

Other expenses, net

 

15

 

-

 

-

 

1

 

(8)

 

-

 

8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

743

 

5

 

47

 

38

 

(152)

 

(8)

 

673

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefits (expense)

 

(100)

 

(3)

 

(2)

 

(5)

 

43

 

-

 

(67)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) for the period

 

643

 

2

 

45

 

33

 

(109)

 

(8)

 

606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income (loss) attributable to the noncontrolling interest

 

-

 

(1)

 

(1)

 

-

 

(40)

 

-

 

(42)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Petrobras

 

643

 

1

 

44

 

33

 

(149)

 

(8)

 

564

 

61


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17. Segment Information (Continued)

 

 

 

Six-month period ended June 30, 2009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exploration
and
Production

 

Refining
Transportation
 and Marketing (1)

 

Gas
and
Power (1)

 

International 
(see separate disclosure)

 

Distribution

 

Corporate

 

Eliminations

Total

Net operating revenues to third parties

 

316

 

21,282

 

2,408

 

3,494

 

12,294

 

-

 

-

 

39,794

Inter-segment net operating revenues

 

14,712

 

10.956

 

475

 

501

 

333

 

-

 

(26,977)

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

15,028

 

32,238

 

2,883

 

3,995

 

12,627

 

-

 

(26,977)

 

39,794

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

(6,887)

 

(23,657)

 

(2,248)

 

(2,992)

 

(11,572)

 

-

 

26,474

 

(20,882)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation, depletion and amortization

 

(1,805)

 

(488)

 

(126)

 

(299)

 

(81)

 

(92)

 

-

 

(2,891)

Exploration, including exploratory dry holes

 

(681)

 

-

 

-

 

(117)

 

-

 

-

 

-

 

(798)

Selling, general and administrative expenses

 

(157)

 

(1,065)

 

(183)

 

(343)

 

(610)

 

(809)

 

42

 

(3,125)

Research and development expenses

 

(126)

 

(73)

 

(7)

 

(1)

 

(3)

 

(112)

 

-

 

(322)

Employee benefit expense

 

-

 

-

 

-

 

-

 

-

 

(324)

 

-

 

(324)

Other operating expenses

 

70

 

(286)

 

(153)

 

(71)

 

26

 

(250)

 

28

 

(636)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

(9,586)

 

(25,569)

 

(2,717)

 

(3,823)

 

(12,240)

 

(1,587)

 

26,544

 

(28,978)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

5,442

 

6,669

 

166

 

172

 

387

 

(1,587)

 

(433)

 

10,816

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in results of non-consolidated companies

 

(1)

 

148

 

46

 

21

 

-

 

1

 

-

 

215

Financial income (expenses), net

 

-

 

-

 

-

 

-

 

-

 

(560)

 

-

 

(560)

Other taxes

 

(39)

 

(21)

 

(5)

 

(36)

 

(8)

 

(39)

 

-

 

(148)

Other expenses, net

 

(26)

 

120

 

(7)

 

(156)

 

2

 

(10)

 

-

 

(77)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

5,376

 

6,916

 

200

 

1

 

381

 

(2,195)

 

(433)

 

10,246

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefits (expense)

 

(1,828)

 

(2,301)

 

(54)

 

(295)

 

(129)

 

1,961

 

148

 

(2,498)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

3,548

 

4,615

 

146

 

(294)

 

252

 

(234)

 

(285)

 

7,748

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to the noncontrolling interest

 

49

 

(46)

 

42

 

(50)

 

-

 

(1,116)

 

-

 

(1,121)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable for Petrobras

 

3,597

 

4,569

 

                    188

 

(344)

 

252

 

(1,350)

 

(285)

 

6,627

 

 (1)  The segment information for 2009 and 2010 was prepared considering the changes in business areas, due to the transfer of the management of the fertilizer business from the segment "Refining, Transportation and Marketing" to "Gas and Power".

 

62


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17. Segment Information (Continued)

 

 

 

Six-month period ended June 30, 2009

 

 

International

 

 

Exploration
and
Production

 

Refining
Transportation
 and Marketing

 

Gas and
Power

 

Distribution

 

Corporate

 

Eliminations

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues to third parties

 

386

 

1,897

 

171

 

1,038

 

2

 

-

 

3,494

Inter-segment net operating revenues

 

728

 

625

 

27

 

23

 

-

 

(902)

 

501

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net operating revenues

 

1,114

 

2,522

 

198

 

1,061

 

2

 

(902)

 

3,995

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

(416)

 

(2,374)

 

(150)

 

(970)

 

(2)

 

920

 

(2,992)

Depreciation, depletion and amortization

 

(228)

 

(43)

 

(7)

 

(10)

 

(11)

 

-

 

(299)

Exploration, including exploratory dry holes

 

(117)

 

-

 

-

 

-

 

-

 

-

 

(117)

Selling, general and administrative expenses

 

(80)

 

(71)

 

(9)

 

(61)

 

(122)

 

-

 

(343)

Research and development expenses

 

-

 

-

 

-

 

-

 

(1)

 

-

 

(1)

Other operating expenses

 

(5)

 

(83)

 

(3)

 

5

 

7

 

8

 

(71)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Costs and expenses

 

(846)

 

(2,571)

 

(169)

 

(1,036)

 

(129)

 

928

 

(3,823)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

268

 

(49)

 

29

 

25

 

(127)

 

26

 

172

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in results of non-consolidated companies

 

15

 

3

 

3

 

4

 

(4)

 

-

 

21

Other taxes

 

(5)

 

(2)

 

-

 

(1)

 

(28)

 

-

 

(36)

Other expenses, net

 

(7)

 

(148)

 

-

 

-

 

(1)

 

-

 

(156)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before income taxes

 

271

 

(196)

 

32

 

28

 

(160)

 

26

 

1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax benefits (expense)

 

(80)

 

61

 

-

 

(3)

 

(273)

 

-

 

(295)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income for the period

 

191

 

(135)

 

32

 

25

 

(433)

 

26

 

(294)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Less: Net income attributable to the noncontrolling interest

 

(25)

 

9

 

-

 

-

 

(34)

 

-

 

(50)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable for Petrobras

 

166

 

(126)

 

32

 

25

 

(467)

 

26

 

(344)

 

63


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

17. Segment Information (Continued)

 

Capital expenditures incurred by segment for the six-month periods ended June 30, 2010 and 2009 are as follows:

 

 

 

Six-month periods ended June 30,

 

 

2010

 

2009

 

 

 

 

 

Exploration and Production

 

9,133

 

6,849

Refining, Transportation and Marketing

 

6,364

 

3,784

Gas and Power

 

2,106

 

2,058

International

 

 

 

 

     Exploration and Production

 

1,120

 

771

     Refining, Transportation and Marketing

 

34

 

68

     Distribution

 

15

 

4

     Gas and Power

 

2

 

37

Distribution

 

145

 

225

Corporate

 

468

 

475

 

 

 

 

 

 

 

19,387

 

14,271

 

64


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

 

18.  Acquisitions/Sales of Assets

 

a)   Sale option of the Pasadena refinery by Astra

 

In a decision reached on April 10, 2009, in the existing arbitration process between Petrobras America Inc - PAI and others and Astra Oil Trading NV - ASTRA and others, the exercise of the put option exercised by ASTRA with respect to PAI, of the remaining 49.13% of the shares of ASTRA in Pasadena Refinery Systems Inc. ("PRSI"), was considered valid.

 

According to the decision reached on April 10, 2009, the consideration to acquire the remaining shareholding interest in the refinery and in the trading company in Pasadena was fixed at US$466. There is still a pending consideration, regarding the acquisition of the shares, which will be made by Petrobras to Astra in September, 2010 in the amount of US$85.

 

In March 2009, a loss was recognized in the amount of US$147, corresponding to the difference between the fair value of the net assets and the value defined by the arbitration panel.  As a result of the decision, the Company recorded a charge of US$289 in Additional Paid in Capital due to the acquisition of the remaining 49.13% of the shares of ASTRA in Pasadena Refinery Systems Inc. ("PRSI").

 

There are still judicial proceedings ongoing asking for indemnifications by both parties and others revindications.

 

 

 

 

 

65


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

18.  Acquisitions/Sales of Assets (Continued)

 

b) Investment agreement between Petrobras, Petroquisa, Braskem, Odebrecht and Unipar

 

On January 22, 2010, Petrobras and Odebrecht entered into an agreement to consolidate all petrochemical interests of both companies into Braskem, which had the following transactions during the second quarter of 2010.

 

In April 2010, Petrobras contributed to Braskem approximately US$1,388, through an affiliate, as a result of a private subscription.

 

On April 27, 2010, Braskem acquired from Unipar 60% of Quattor Participações and, on May 10, 2010, 100% of Unipar Comercial and 33.33% of Polibutenos.

 

On June 18, 2010, shares representing 40% of interest in Quattor Participações S.A. held by Petrobras were exchanged by 18,000,087 new common shares issued by Braskem. The exchange was accounted for in accordance with ASC 860 "Transfers and Servicing", based on the fair value of the interest received from Braskem at the date of the transaction. As a result of the transaction a loss of US$226, net of tax, was recognized.

 

As a result of the exchange transaction and the contribution made to Braskem, through an affiliate, Petrobras increase its interest in Braskem from 25.41% to 35.79%.

 

c)   Acquisition and partnerships in the ethanol market

 

In 2010, Petrobras acquired 28.2 % of interest in an ethanol refinery by contributing US$58 into the capital of Total Agroindústria Canavieira S/A. Petrobras is committed to make additional contributions, not later than 2011, that will result in 40.4% interest in such refinery.

 

On June 18, 2010, Petrobras entered into an investment agreement with Grupo São Martinho S.A., in order participate in certain ethanol refineries located in Goias. Petrobras will hold 49% of the investment at the end of 12 months by a capital contribution US$234.

 

 

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PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

18.  Acquisitions/Sales of Assets (Continued)

d)  Investment in Açúcar Guarani S.A.

On April 30, 2010, an investment agreement established the entry of Petrobras into the capital of Açúcar Guarani S.A., by a capital contribution of US$894 until 2015, when it will then hold 45.7% of the capital shares. Açúcar Guarani S.A. is engaged in sugar cane processing focused on the ethanol and sugar market.

 

In May 14, 2010, Petrobras contributed US$379 into the capital of Cruz Alta Participações S.A (a wholly owned subsidiary of Guarani). As a result of the contribution, Petrobras has 49% of interest in Cruz Alta Participações S.A

 

e)   Increase in the interest in the capital of Breitener Energética S.A.

 

On December 31, 2009, Petrobras had 30% of the capital of Breitener Energética S.A., a company established for the purpose of generating electric power, situated in the city of Manaus, in the state of Amazonas. On February 12, 2010, Petrobras obtained the control of Breitener by acquiring an additional 35% of interest for US$2. As a result of the acquisition, Petrobras has 65% of interest in Breitner Energética S.A.

 

f)   Sale option of the Nansei Sekiyu refinery

 

On April 1, 2010 the Sumitomo Corporation announced its interest in exercising the right of sale to Petrobras of 12.5% of the shares of the capital of the Nansei Sekiyu K.K. refinery (Nansei). The remaining shares (87.5%) are already owned by Petrobras since 2008.

 

Petrobras and Sumitomo are still negotiating the final details of the transaction based on the terms established in the shareholders’ agreement. The purchase price of 12.5% of the shares is being calculated and the final documents are being developed in order to consummate the transaction. As a result of the exercise of the right of sale by Sumitomo Corporation, a loss was recognized in the amount of US$10 corresponding to the difference between the fair value of the shares and the estimated purchase price.

 

 

67


 

PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise indicated)

(unaudited)

 

 

18.  Acquisitions/Sales of Assets (Continued)

 

g)     Acquisition of Gás Brasiliano Distribuidora S.A.

On May 26, 2010 Petrobras S.A., through its subsidiary Petrobras Gás S.A. (Gaspetro), entered into an agreement with Enti Nazionale Idrocarburi S.p.A. (ENI) for acquisition of 100% of the shares of Gas Brasiliano Distribuidora S.A. (GBD), for the approximate amount of US$250, subject to adjustments due to the value of the company’s working capital on the date of settlement of the transaction.

Transfer of the control will be made only after the conclusion of the transaction, which is conditioned to approval by the Regulatory Agency for Sanitation and Energy of the State of Sao Paulo (ARSESP).

 

h)     Sale of the San Lorenzo refinery and part of the distribution network in Argentina

On May 4, 2010, Petrobras Argentina S.A. (formerly Petrobras Energia S.A.) approved the terms and conditions of the agreement for the sale to Oil Combustibles S.A. of refining and distribution assets in Argentina. The deal comprises a refinery located in San Lorenzo in the province of Santa Fé, a fluvial unit and a fuel trading network connected to this refinery, consisting of 360 sales points and associated wholesaler clients.

The offer for the aforementioned assets was approximately US$36. In addition, on the closing date the petroleum inventories and the different products will be sold to Oil Combustibles for approximately US$74. The total amount of the transaction is estimated at around US$110.

The timeframe for concluding the sale was estimated at 90 (ninety) days and is subject to obtaining the administrative authorizations required by the prevailing legislation in Argentina.

The transaction does not consider the sale of the reformer unit that Petrobras Energía has in its Puerto General San Martín Petrochemical Complex.

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PETRÓLEO BRASILEIRO S.A. - PETROBRAS

AND SUBSIDIARIES

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Expressed in Millions of United States Dollars

(except as otherwise y indicated)

(unaudited)

 

 

19).      Subsequent Events

 

a)      Notice of infraction – National Agency for Petroleum, National Gas and Biofuel – ANP

 

On July 1, 2010, the Company received a notice that a suit had been filed by ANP, in the amount of US$123, for the alleged miscalculations of the special participation tax basis in the Barracuda and Caratinga fields. Petrobras is presenting a defense at the administrative level and the estimated maximum exposure for this infraction is US$229.

 

On July 15, 2010, Petrobras officially filed its defense with ANP and the position of its legal advisers is that the chance of loss is possible.

 

b)  Resolution of the Special General Shareholders’ Meeting

 

On August 12, 2010, the Special General Shareholders’ Meeting decided on and approved the following matters:

 

 

The Company further informs that the Federal Government abstained from voting on the matters subject to this Extraordinary General Meeting. Additionally, the shareholders were informed during the Meeting that the Minority Shareholder's Committee, understands the LFT Valuation Criteria submitted for approval at the Meeting to be appropriate.

69

 

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

Date: August 24, 2010
PETRÓLEO BRASILEIRO S.A--PETROBRAS
By:
/S/  Almir Guilherme Barbassa

 
Almir Guilherme Barbassa
Chief Financial Officer and Investor Relations Officer
 
 

 

 
FORWARD-LOOKING STATEMENTS

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