UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
FORM 6-K
Report of Foreign Private
Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange
Act of 1934
For the month of
February, 2025
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 Henrique Valadares, 28 – 9th floor
20231-030 – 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____

INDEX
Petróleo Brasileiro S.A. – Petrobras
Consolidated Statements of Financial Position
PETROBRAS
As of December 31, 2024 and December 31, 2023 (Expressed in
millions of US Dollars, unless otherwise indicated)
Assets |
Note |
12.31.2024 |
12.31.2023 |
|
|
|
|
Cash and cash equivalents |
8 |
3,271 |
12,727 |
Marketable securities |
8 |
4,263 |
2,819 |
Trade and other receivables |
14 |
3,566 |
6,135 |
Inventories |
15 |
6,710 |
7,681 |
Recoverable income taxes |
17 |
411 |
218 |
Other recoverable taxes |
17 |
1,555 |
960 |
Others |
21 |
1,550 |
1,570 |
|
|
21,326 |
32,110 |
Assets classified as held for sale |
29 |
510 |
335 |
Current assets |
|
21,836 |
32,445 |
|
|
|
|
Trade and other receivables |
14 |
1,256 |
1,847 |
Marketable securities |
8 |
582 |
2,409 |
Judicial deposits |
19 |
11,748 |
14,746 |
Deferred income taxes |
17 |
922 |
965 |
Other recoverable taxes |
17 |
3,601 |
4,516 |
Others |
21 |
2,501 |
2,315 |
Long-term receivables |
|
20,610 |
26,798 |
Investments |
28 |
659 |
1,358 |
Property, plant and equipment - PP&E |
23 |
136,285 |
153,424 |
Intangible assets |
24 |
2,255 |
3,042 |
Non-current assets |
|
159,809 |
184,622 |
|
|
|
|
Total assets |
|
181,645 |
217,067 |
Liabilities |
Note |
12.31.2024 |
12.31.2023 |
|
|
|
|
Trade payables |
16 |
6,082 |
4,813 |
Finance debt |
30 |
2,566 |
4,322 |
Lease liability |
31 |
8,542 |
7,200 |
Income taxes payable |
17 |
1,400 |
1,300 |
Other taxes payable |
17 |
3,284 |
4,166 |
Dividends payable |
32 |
2,657 |
3,539 |
Provision for decommissioning costs |
20 |
1,696 |
2,032 |
Employee benefits |
18 |
2,315 |
2,932 |
Others |
21 |
2,205 |
3,015 |
|
|
30,747 |
33,319 |
Liabilities related to assets classified as held for sale |
29 |
713 |
541 |
Current liabilities |
|
31,460 |
33,860 |
|
|
|
|
Finance debt |
30 |
20,596 |
24,479 |
Lease liability |
31 |
28,607 |
26,599 |
Income taxes payable |
17 |
530 |
299 |
Deferred income taxes |
17 |
1,470 |
10,910 |
Employee benefits |
18 |
10,672 |
15,579 |
Provisions for legal proceedings |
19 |
2,833 |
3,305 |
Provision for decommissioning costs |
20 |
24,507 |
21,171 |
Others |
21 |
1,620 |
1,890 |
Non-current liabilities |
|
90,835 |
104,232 |
Current and non-current liabilities |
|
122,295 |
138,092 |
|
|
|
|
Share capital (net of share issuance costs) |
32 |
107,101 |
107,101 |
Capital reserve and capital transactions |
|
29 |
410 |
Profit reserves |
32 |
61,446 |
72,641 |
Accumulated other comprehensive deficit |
|
(109,470) |
(101,569) |
Attributable to the shareholders of Petrobras |
|
59,106 |
78,583 |
Non-controlling interests |
28 |
244 |
392 |
Equity |
|
59,350 |
78,975 |
|
|
|
|
Total liabilities and equity |
|
181,645 |
217,067 |
The notes form an integral part of these consolidated financial statements. |
Consolidated Statements of Income
PETROBRAS
Years ended December 31, 2024, 2023 and 2022 (Expressed in millions
of US Dollars, unless otherwise indicated)
|
Note |
2024 |
2023 |
2022 |
Sales revenues |
9 |
91,416 |
102,409 |
124,474 |
Cost of sales |
10 |
(45,444) |
(48,435) |
(59,486) |
Gross profit |
|
45,972 |
53,974 |
64,988 |
|
|
|
|
|
Income (expenses) |
|
|
|
|
Selling expenses |
10 |
(4,874) |
(5,038) |
(4,931) |
General and administrative expenses |
10 |
(1,845) |
(1,594) |
(1,332) |
Exploration costs |
26 |
(913) |
(982) |
(887) |
Research and development expenses |
|
(789) |
(726) |
(792) |
Other taxes |
|
(1,251) |
(890) |
(439) |
Impairment of assets, net |
25 |
(1,531) |
(2,680) |
(1,315) |
Other income and expenses, net |
11 |
(7,893) |
(4,031) |
1,822 |
|
|
(19,096) |
(15,941) |
(7,874) |
|
|
|
|
|
Income before net finance expense, results of equity-accounted investments and income taxes |
|
26,876 |
38,033 |
57,114 |
|
|
|
|
|
Finance income |
|
1,954 |
2,169 |
1,832 |
Finance expenses |
|
(5,957) |
(3,922) |
(3,500) |
Foreign exchange gains (losses) and inflation indexation charges |
|
(11,104) |
(580) |
(2,172) |
Net finance expense |
12 |
(15,107) |
(2,333) |
(3,840) |
|
|
|
|
|
Results of equity-accounted investments |
28 |
(627) |
(304) |
251 |
|
|
|
|
|
Net income before income taxes |
|
11,142 |
35,396 |
53,525 |
|
|
|
|
|
Income taxes |
17 |
(3,537) |
(10,401) |
(16,770) |
|
|
|
|
|
Net income for the year |
|
7,605 |
24,995 |
36,755 |
Net income (loss) attributable to shareholders of Petrobras |
|
7,528 |
24,884 |
36,623 |
Net income attributable to non-controlling interests |
|
77 |
111 |
132 |
Basic and diluted earnings (losses) per common and preferred share - in U.S. dollars |
32 |
0.58 |
1.91 |
2.81 |
|
|
|
|
|
The notes form an integral part of these consolidated financial statements. |
|
Consolidated Statements of Comprehensive Income
PETROBRAS
Years ended December 31, 2024, 2023 and 2022 (Expressed in millions
of US Dollars, unless otherwise indicated)
|
Note |
2024 |
2023 |
2022 |
Net income for the year |
|
7,605 |
24,995 |
36,755 |
|
|
|
|
|
Items that will not be reclassified to the statement of income: |
|
|
|
|
|
|
|
|
|
Actuarial gains (losses) on post-employment defined benefit plans |
18 |
|
|
|
Recognized in equity |
|
3,279 |
(3,574) |
(1,583) |
Deferred income tax |
|
(375) |
271 |
212 |
|
|
2,904 |
(3,303) |
(1,371) |
|
|
|
|
|
Items that may be reclassified subsequently to the statement of income: |
|
|
|
|
|
|
|
|
|
Unrealized gains (losses) on cash flow hedge - highly probable future exports |
28 |
|
|
|
Recognized in equity |
|
(15,627) |
4,554 |
5,223 |
Reclassified to the statement of income |
|
2,992 |
3,763 |
4,871 |
Deferred income tax |
|
4,295 |
(2,830) |
(3,432) |
|
|
(8,340) |
5,487 |
6,662 |
|
|
|
|
|
Translation adjustments (1) |
|
|
|
|
Recognized in equity |
|
(2,290) |
1,186 |
975 |
|
|
|
|
|
Share of other comprehensive income (loss) in equity-accounted investments |
28 |
|
|
|
Recognized in equity |
|
(261) |
267 |
219 |
|
|
|
|
|
Other comprehensive income (loss) |
|
(7,987) |
3,637 |
6,485 |
|
|
|
|
|
Total comprehensive income (loss) |
|
(382) |
28,632 |
43,240 |
Comprehensive income attributable to shareholders of Petrobras |
|
(373) |
28,502 |
43,084 |
Comprehensive income (loss) attributable to non-controlling interests |
|
(9) |
130 |
156 |
(1) It includes foreign exchange differences from associates and joint ventures. |
The notes form an integral part of these consolidated financial statements. |
|
Consolidated Statements of Cash Flows
PETROBRAS
Years ended December 31, 2024, 2023 and 2022 (Expressed in millions
of US Dollars, unless otherwise indicated)
|
Note |
2024 |
2023 |
2022 |
Cash flows from operating activities |
|
|
|
|
Net income for the year |
|
7,605 |
24,995 |
36,755 |
Adjustments for: |
|
|
|
|
Pension and medical benefits |
18 |
2,934 |
1,542 |
1,228 |
Results of equity-accounted investments |
28 |
627 |
304 |
(251) |
Depreciation, depletion and amortization |
35 |
12,479 |
13,280 |
13,218 |
Impairment of assets (reversals), net |
25 |
1,531 |
2,680 |
1,315 |
Inventory write down (write-back) to net realizable value |
15 |
(42) |
(7) |
11 |
Allowance for credit loss on trade and other receivables, net |
|
260 |
40 |
65 |
Exploratory expenditure write-offs |
26 |
482 |
421 |
691 |
Gain on disposal/write-offs of assets |
11 |
(228) |
(1,295) |
(1,144) |
Foreign exchange, indexation and finance charges |
|
15,407 |
2,498 |
4,557 |
Income taxes |
17 |
3,537 |
10,401 |
16,770 |
Revision and unwinding of discount on the provision for decommissioning costs |
|
3,584 |
2,052 |
745 |
PIS and COFINS recovery - exclusion of ICMS (VAT tax) from the basis of calculation |
|
− |
− |
(1) |
Results from co-participation agreements in bid areas |
11 |
(259) |
(284) |
(4,286) |
Early termination and cash outflows revision of lease agreements |
11 |
(349) |
(415) |
(629) |
Losses with legal, administrative and arbitration proceedings, net |
11 |
996 |
797 |
1,362 |
Decrease (Increase) in assets |
|
|
|
|
Trade and other receivables |
|
1,822 |
88 |
355 |
Inventories |
|
(295) |
1,564 |
(1,217) |
Judicial deposits |
|
229 |
(1,723) |
(1,709) |
Other assets |
|
(165) |
324 |
(413) |
Increase (Decrease) in liabilities |
|
|
|
|
Trade payables |
|
986 |
(954) |
(359) |
Other taxes payable |
|
(2,988) |
(431) |
(2,441) |
Pension and medical benefits |
|
(1,001) |
(927) |
(2,130) |
Provisions for legal proceedings |
|
(467) |
(591) |
(380) |
Other employee benefits |
|
(80) |
356 |
(182) |
Provision for decommissioning costs |
|
(977) |
(902) |
(602) |
Other liabilities |
|
(737) |
(569) |
(95) |
Income taxes paid |
|
(6,907) |
(10,032) |
(11,516) |
Net cash provided by operating activities |
|
37,984 |
43,212 |
49,717 |
Cash flows from investing activities |
|
|
|
|
Acquisition of PP&E and intangible assets |
|
(14,644) |
(12,114) |
(9,581) |
Acquisition of equity interests |
|
(22) |
(24) |
(27) |
Proceeds from disposal of assets - Divestment |
|
863 |
3,606 |
4,846 |
Financial compensation from co-participation agreements |
|
397 |
391 |
7,284 |
Investment in marketable securities |
|
(109) |
98 |
(3,328) |
Dividends received |
|
146 |
88 |
374 |
Net cash used in investing activities |
|
(13,369) |
(7,955) |
(432) |
Cash flows from financing activities |
|
|
|
|
Changes in non-controlling interest |
|
(84) |
1 |
63 |
Proceeds from finance debt
|
30 |
2,129 |
2,210 |
2,880 |
Repayment of principal - finance debt |
30 |
(6,536) |
(4,193) |
(9,334) |
Repayment of interest - finance debt |
30 |
(1,918) |
(1,978) |
(1,850) |
Repayment of lease liability |
31 |
(7,895) |
(6,286) |
(5,430) |
Dividends paid to Shareholders of Petrobras |
32 |
(18,327) |
(19,670) |
(37,701) |
Share repurchase program |
32 |
(380) |
(735) |
− |
Dividends paid to non-controlling interests |
|
(77) |
(49) |
(81) |
Net cash used in financing activities |
|
(33,088) |
(30,700) |
(51,453) |
Effect of exchange rate changes on cash and cash equivalents |
|
(983) |
174 |
(316) |
Net change in cash and cash equivalents |
|
(9,456) |
4,731 |
(2,484) |
Cash and cash equivalents at the beginning of the year |
|
12,727 |
7,996 |
10,480 |
|
|
|
|
|
Cash and cash equivalents at the end of the year |
|
3,271 |
12,727 |
7,996 |
The notes form an integral part of these consolidated financial statements. |
|
Consolidated Statements of Changes in Shareholders’
Equity
PETROBRAS
Years ended December 31, 2024, 2023 and 2022 (Expressed
in millions of US Dollars, unless otherwise indicated)
|
Share capital (net of share issuance costs) |
|
Accumulated other comprehensive income (deficit) and deemed cost |
Profit Reserves |
|
|
|
|
|
Share Capital |
Share issuance costs |
Capital reserve, Capital Transactions and Treasury shares |
Cumulative translation adjustments |
Cash flow hedge - highly probable future exports |
Actuarial gains (losses) on defined benefit pension plans |
Other comprehensive income (loss) and deemed cost |
Profit Reserves |
Retained earnings (losses) |
Equity attributable to shareholders of Petrobras |
Non-controlling interests |
Total consolidated equity |
Balance at January 1, 2022 |
107,380 |
(279) |
1,143 |
(75,122) |
(24,169) |
(11,205) |
(1,152) |
72,811 |
− |
69,407 |
405 |
69,812 |
|
|
107,101 |
1,143 |
|
|
|
(111,648) |
72,811 |
− |
69,407 |
405 |
69,812 |
Capital transactions |
− |
− |
1 |
− |
− |
− |
− |
− |
− |
1 |
(146) |
(145) |
Net income |
− |
− |
− |
− |
− |
− |
− |
− |
36,623 |
36,623 |
132 |
36,755 |
Other comprehensive income (loss) |
− |
− |
− |
951 |
6,662 |
(1,371) |
219 |
− |
− |
6,461 |
24 |
6,485 |
Additional dividends proposed |
− |
− |
− |
− |
− |
− |
− |
(6,688) |
− |
(6,688) |
− |
(6,688) |
Expired unclaimed dividends |
− |
− |
− |
− |
− |
− |
− |
− |
11 |
11 |
− |
11 |
Appropriations: |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to reserves |
− |
− |
− |
− |
− |
− |
− |
2,530 |
(2,530) |
− |
− |
− |
Dividends |
− |
− |
− |
− |
− |
− |
− |
(2,219) |
(34,104) |
(36,323) |
(71) |
(36,394) |
Balance at December 31, 2022 |
107,380 |
(279) |
1,144 |
(74,171) |
(17,507) |
(12,576) |
(933) |
66,434 |
− |
69,492 |
344 |
69,836 |
|
|
107,101 |
1,144 |
|
|
|
(105,187) |
66,434 |
− |
69,492 |
344 |
69,836 |
Treasury shares |
− |
− |
(735) |
− |
− |
− |
− |
− |
− |
(735) |
− |
(735) |
Capital transactions |
− |
− |
1 |
− |
− |
− |
− |
− |
− |
1 |
1 |
2 |
Net income |
− |
− |
− |
− |
− |
− |
− |
− |
24,884 |
24,884 |
111 |
24,995 |
Other comprehensive income (loss) |
− |
− |
− |
1,167 |
5,487 |
(3,303) |
267 |
− |
− |
3,618 |
19 |
3,637 |
Additional dividends proposed |
− |
− |
− |
− |
− |
− |
− |
(6,864) |
− |
(6,864) |
− |
(6,864) |
Expired unclaimed dividends |
− |
− |
− |
− |
− |
− |
− |
− |
7 |
7 |
− |
7 |
Appropriations: |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to reserves |
− |
− |
− |
− |
− |
− |
− |
10,137 |
(10,137) |
− |
− |
− |
Dividends |
− |
− |
− |
− |
− |
− |
− |
2,934 |
(14,754) |
(11,820) |
(83) |
(11,903) |
Balance at December 31, 2023 |
107,380 |
(279) |
410 |
(73,004) |
(12,020) |
(15,879) |
(666) |
72,641 |
− |
78,583 |
392 |
78,975 |
|
|
107,101 |
410 |
|
|
|
(101,569) |
72,641 |
− |
78,583 |
392 |
78,975 |
Treasury shares |
− |
− |
(381) |
− |
− |
− |
− |
− |
− |
(381) |
− |
(381) |
Capital transactions |
− |
− |
− |
− |
− |
− |
− |
− |
− |
− |
(82) |
(82) |
Net income |
− |
− |
− |
− |
− |
− |
− |
− |
7,528 |
7,528 |
77 |
7,605 |
Other comprehensive income (loss) |
− |
− |
− |
(2,204) |
(8,340) |
2,904 |
(261) |
− |
− |
(7,901) |
(86) |
(7,987) |
Additional dividends proposed |
|
− |
− |
− |
− |
− |
− |
(7,178) |
− |
(7,178) |
− |
(7,178) |
Expired unclaimed dividends |
− |
− |
− |
− |
− |
− |
− |
− |
54 |
54 |
− |
54 |
Appropriations: |
|
|
|
|
|
|
|
|
|
|
|
|
Transfer to reserves |
− |
− |
− |
− |
− |
− |
− |
130 |
(130) |
− |
− |
− |
Dividends |
− |
− |
− |
− |
− |
− |
− |
(4,147) |
(7,452) |
(11,599) |
(57) |
(11,656) |
Balance at December 31, 2024 |
107,380 |
(279) |
29 |
(75,208) |
(20,360) |
(12,975) |
(927) |
61,446 |
− |
59,106 |
244 |
59,350 |
|
|
107,101 |
29 |
|
|
|
(109,470) |
61,446 |
− |
59,106 |
244 |
59,350 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The notes form an integral part of these consolidated financial statements. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 1. | The Company and its operations |
Petróleo Brasileiro S.A. (Petrobras), hereinafter
referred to as “Petrobras” or “Company,” is a partially state-owned enterprise, controlled by the Brazilian Federal
Government, of indefinite duration, governed by the terms and conditions under the Brazilian Corporate Law (Law 6,404 of December 15,
1976), Law 13,303 of June 30, 2016 and its Bylaws.
Petrobras’ shares are listed on the Brazilian
stock exchange (B3) in the Level 2 of Corporate Governance special listing segment and, therefore, the Company, its shareholders, its
managers and fiscal council members are subject to provisions under its regulation (Level 2 Regulation - Regulamento de Listagem do
Nível 2 de Governança Corporativa da Brasil Bolsa Balcão – B3). The provisions of the Level 2 Regulation
shall prevail over statutory provisions in the event of harm to the rights of public offers investors provided for in the Company's Bylaws,
except when otherwise determined by other regulation.
The Company is dedicated to prospecting, drilling,
refining, processing, trading and transporting crude oil from producing onshore and offshore oil fields and from shale or other rocks,
as well as oil products, natural gas and other liquid hydrocarbons. In addition, Petrobras carries out energy related activities, such
as research, development, production, transport, distribution and trading of all forms of energy, as well as other related or similar
activities.
Petrobras may perform any of the activities related
to its corporate purpose, directly, through its wholly-owned subsidiaries, controlled companies, alone or through joint ventures with
third parties, in Brazil or abroad.
The economic activities linked to its business
purpose shall be undertaken by the Company in free competition with other companies according to market conditions, in compliance with
the other principles and guidelines of Laws no. 9,478/97 and 14,134/21 (oil and gas regulations, respectively). However, Petrobras may
have its activities, provided they are in compliance with its corporate purpose, guided by the Brazilian Federal Government to contribute
to the public interest that justified its creation, aiming to meet national energy policy objectives when:
I – established by law or regulation, as
well as provided for under a contract, covenant, or adjustment agreed upon with a public entity that is competent to establish such obligation,
abiding by the broad publicity of such instruments; and
II – the cost and revenues thereof have been
broken down and disseminated in a transparent manner.
In this case, the Company’s Investment Committee
and Minority Shareholders Committee, exercising their advisory role to the Board of Directors, shall assess and measure the difference
between such market conditions and the operating result or economic return of the transaction, based on technical and economic criteria
for investment valuation and specific operating costs and results under the Company's operations. In case a difference is identified,
for every financial year, the Brazilian Federal Government shall compensate the Company.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 2.1. | Statement of compliance and authorization
of consolidated financial statements |
These consolidated financial statements have been
prepared and are being presented in accordance with the IFRS accounting standards as issued by the International Accounting Standards
Board (IASB).
The consolidated financial statements have been
prepared under the historical cost convention, except when otherwise indicated. The significant accounting policies used in the preparation
of these financial statements are set out in their respective explanatory notes.
The preparation of the financial statements requires
the use of estimates based on assumptions and judgements, which may affect the application of accounting policies and reported amounts
of assets, liabilities, revenues and expenses. Actual results may differ from these estimates. Relevant estimates and judgments with a
higher level of complexity are disclosed in explanatory note 4.
These consolidated financial statements were approved
and authorized for issue by the Company’s Board of Directors in a meeting held on February 26, 2025.
| 2.2. | Functional and presentation currency |
The functional currency of Petrobras and all of
its Brazilian subsidiaries is the Brazilian Real. The functional currency of the Petrobras direct subsidiaries that operate outside Brazil
is the U.S. dollar.
Petrobras has selected the U.S. dollar as its presentation
currency to facilitate a more direct comparison to other oil and gas companies. The financial statements have been translated from the
functional currency (Brazilian real) into the presentation currency (U.S. dollar). All assets and liabilities are translated into U.S.
dollars at the closing exchange rate at the date of the financial statements; income and expenses, as well as cash flows are translated
into U.S. dollars using the average exchange rates prevailing during the period. All exchange differences arising from the translation
of the consolidated financial statements from the functional currency into the presentation currency are recognized as cumulative translation
adjustments (CTA) within accumulated other comprehensive income in the consolidated statements of changes in shareholders’ equity.
U.S. Dollar / Brazilian Real |
Dec/24 |
Sep/24 |
Jun/24 |
Mar/24 |
Dec/23 |
Sep/23 |
Jun/23 |
Mar/23 |
Dec/22 |
Sep/22 |
Jun/22 |
Mar/22 |
Quarterly average exchange rate |
5.84 |
5.55 |
5.21 |
4.95 |
4.96 |
4.88 |
4.95 |
5.20 |
5.26 |
5.25 |
4.93 |
5.23 |
Period-end exchange rate |
6.19 |
5.45 |
5.56 |
5.00 |
4.84 |
5.01 |
4.82 |
5.08 |
5.22 |
5.41 |
5.24 |
4.74 |
| 3. | Material accounting policies |
To aid cohesion and comprehension, the significant
accounting policies are set out at the end of each explanatory note to which they relate.
| 4. | Judgments and sources of estimation
uncertainty |
The preparation of the consolidated financial information
requires the use of estimates and judgments for certain transactions. The following are the key judgments and the main sources of estimation
uncertainty with a significant risk of causing material adjustments to the Company's key accounting estimates over the next fiscal year.
| 4.1. | Recognition of exploration costs
and oil and natural gas reserve estimates |
After obtaining the legal rights to explore a specific
area, the Company uses the successful efforts method to recognize costs incurred in connection with the exploration and evaluation of
mineral resources, before demonstrating technical and commercial feasibility of extracting those resources. This method requires a direct
relationship between costs incurred and mineral resources for these costs to be characterized as assets. The types of exploration costs
and their respective recognition are presented in note 26.
The moment in which the technical and commercial
feasibility of extracting a mineral resource is determined requires management judgments. An internal commission of technical executives
of the Company periodically reviews the conditions of each well, by analysis of geological, geophysical and engineering data, as well
as economic conditions, operating methods and government regulations.
The Company considers that the technical and commercial
feasibility of a mineral resource can be demonstrated when the project has all the necessary information to characterize the reservoir
as a proved reserve. Costs associated with non-commercial mineral resources are recognized as expenses in the period when identified.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
According to the definitions prescribed by the
SEC, proved oil and natural gas reserves are those quantities of oil and gas which, by analysis of geoscience and engineering data, can
be estimated with reasonable certainty to be economically feasible from a given date, from known reservoirs and under existing economic
conditions, operating methods and government regulation.
The Company also determines reserves according
to the criteria of the National Agency for Petroleum, Natural Gas and Biofuels / Society of Petroleum Engineers (ANP/SPE). The main differences
between these criteria and the SEC criterion are related to the use of different economic assumptions and the possibility of considering
as reserves, in the ANP/SPE criteria, the volumes expected to be produced beyond the concession contract expiration date in fields in
Brazil, according to the ANP technical reserves regulations.
| 4.2.1.Sources | of estimation uncertainty related
to impairment testing |
Impairment testing involves uncertainties mainly
related to: (a) the average Brent prices and to the Brazilian real/U.S. dollar average exchange rate, whose estimates are relevant to
virtually all of the Company's operating segments; (b) discount rates; and (c) estimated proved and probable reserves (according
to the criteria established by the ANP/SPE, as described in note 4.1). A significant number of interdependent variables used to determine
value in use are derived from these key assumptions, and their application in impairment testing involves a high degree of complexity.
Value in use represents the present value of estimated future cash flows originating from an asset or a cash-generating units (CGU).
A sensitivity analysis for assets or CGUs most
sensitive to future impairment losses or reversals in the next year is presented in note 25.
Average Brent prices and average
exchange rate
The markets for crude oil and natural gas have
a history of significant price volatility and, although prices can drop or increase precipitously, industry prices over the long term
tend to be driven by market supply and demand fundamentals.
Brent prices and exchange rate projections are
derived from the Strategic Plan and are consistent with market evidence, such as independent macro-economic forecasts, industry analysts
and experts. Backtesting analysis and feedback processes in order to continually improve forecast techniques are also performed.
The Company’s oil price forecast model is
based on a nonlinear relationship between variables reflecting market supply and demand fundamentals. This model also takes into account
other relevant factors, such as the effects of the Organization of the Petroleum Exporting Countries (OPEC) decisions on the oil market,
industry costs, idle capacity, oil and gas production forecasted by specialized firms, and the relationship between the oil price and
the Brazilian Real/U.S. dollar exchange rate.
The process of projecting Brazilian real/U.S. dollar
exchange rate is based on econometric models that consider long-term assumptions involving observable inputs, such as commodity prices,
country risk, interest rates in the U.S. and the value of the U.S. dollar relative to a basket of foreign currencies (U.S. dollar Index
– USDX).
Changes in the economic environment may result
in changing assumptions and, consequently, the recognition of impairment losses or reversals on certain assets or CGUs. For example, the
Company’s sales revenues and refining margins are directly impacted by Brent price variations, as well as Brazilian Real/U.S. dollar
exchange rate variations, which also impacts our capital and operating expenditures.
Note 25 presents Brent prices and exchange rate
estimates of the Company.
Discount rates
The discount rates used in impairment tests reflect
specific risks associated with the estimated cash flows of the assets or CGUs. For example, changes in the economic and political environment
may result in higher country risk projections, causing increases in the discount rates used in impairment tests, as well as investment
decisions that result in the postponement or interruption of projects considering specific risks related to non-completion or delayed
start of operations.
Note 25 presents the main discount rates applied
in impairment tests.
Estimated proved and probable
reserves
Reserves estimates, according to the criteria established
by the ANP/SPE (as set out in note 4.1) are revised at least annually, based on updated geological and production data of reservoirs,
as well as on changes in prices and costs used in these estimates. Revisions may also result from significant changes in the Company’s
strategy for development projects or in the production capacity.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Although the Company is reasonably certain that
proved reserves will be produced, the timing and amount recovered can be affected by a sort of factors including completion of development
projects, reservoir performance, regulatory aspects and significant changes in long-term oil and gas price levels.
| 4.2.2.Identifying | cash-generating units for impairment
testing |
A cash-generating unit (CGU) represents the smaller
identifiable group of assets that generate cash inflows, which are largely independent of the cash inflows of other assets or groups of
assets. Identifying CGUs requires management assumptions and judgment, based on the Company’s business and management model. The
level of asset disaggregation in CGUs can reach the limit of assets being tested individually.
Changes in CGUs resulting from the review of investment,
strategic or operational factors, may result in changes in the interdependencies of assets and, consequently, alter the aggregation or
breakdown of assets that were part of certain CGUs, which may influence their ability to generate cash and cause additional losses or
reversals in the recovery of such assets. If the approval for the sale of a CGU’s component occurs between the reporting date and
the date of the issuance of the consolidated financial statements, the Company reassesses whether the value in use of this component,
estimated with the information existing at the reporting date, reasonably represents its fair value, net of disposal expenses. Such information
must include evidence of the stage at which management was committed to the sale of the CGU’s component.
The primary considerations in identifying the CGUs
are set out as follows:
| a) | Exploration and Production (E&P) CGUs: |
| i) | Crude oil and natural gas producing properties -
individual CGUs: comprise assets related to exploration and production development of a field or a cluster (group of two or more fields)
in Brazil and abroad. At December 31, 2024, there are 30 fields and 15 clusters representing different Exploration and Production CGUs
in Brazil. |
| ii) | Equipment not related to crude oil and natural gas
producing properties: comprise assets that ceased operation, such as platforms, drilling rigs and other assets which are not part of any
CGU and are assessed for impairment separately. |
| b) | Refining, transportation and marketing (RT&M)
CGUs: |
i) CGU Set of refining and logistics assets: comprises
refineries, terminals and pipelines, as well as logistics assets operated by Transpetro. The combined and centralized operation of such
assets aims at serving the market at the lowest overall costs and preserving the strategic value of the whole set of assets in the long
term. The operational planning is made in a centralized manner and these assets are not managed, measured or evaluated by their individual
results. Refineries do not have autonomy to choose the oil to be processed, the mix of oil products to produce, the markets in which these
products will be traded, which amounts will be exported, which intermediaries will be received and to decide the sale prices of oil products.
Operational decisions are analyzed through an integrated model of operational planning for market supply, considering all the options
for production, imports, exports, logistics and inventories, seeking to maximize the Company’s global performance. The decision
on new investments is not based on the individual assessment of the asset where the project will be installed, but on the additional result
for the CGU as a whole. The model that supports the entire planning, used in technical and economic feasibility studies of new investments
in refining and logistics, seeks to allocate a certain type of oil, or a mix of oil products, define market supply (area of influence),
aiming at achieving the best integrated results. Pipelines and terminals are a complementary and interdependent portion of the refining
assets, required to supply the market.
ii) CGU Boaventura Energy Complex - Utilities:
composed of assets that supports the natural gas processing plant (UPGN) of the route 3 integrated project;
iii) CGU Boaventura Energy Complex - Refining:
set of assets that remain in hibernation and are being evaluated for use in other projects.
iv) CGU Second Refining Unit of RNEST: comprises
assets of the second refining unit of Abreu e Lima refinery and associated infrastructure;
v) CGU Transportation: comprises assets relating
to Transpetro’s fleet of vessels;
vi) CGU Hidrovia: comprises the fleet of vessels
under construction of the Hidrovia project (transportation of ethanol along the Tietê River);
vii) Nitrogen fertilizer plants: each plant represents
individual CGUs, whether it is hibernated or in operation; and
viii) Other RT&M CGUs: operations abroad defined
as the smallest group of assets that generates independent cash flows.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| c) | Gas and Low Carbon Energies (G&LCE) CGUs: |
i) CGU Integrated Systems: set of assets formed
by natural gas processing plants in Itaboraí, Cabiúnas and Caraguatatuba, grouped together due to the contractual characteristics
of the Integrated Processing System and the Integrated Transportation System;
ii) CGUs of Natural Gas Processing Plants: each
remaining natural gas processing plant represents a separate CGU;
iii) CGU Set of thermoelectric power generation
plants (UTEs): the operation and trade of energy of this CGU are carried out and coordinated in an integrated manner. The economic results
of each of these plants in the integrated portfolio are highly dependent on each other, due to operational optimization aimed at maximizing
the overall result;
iv) CGU Biodiesel: set of assets comprising the
biodiesel plants, reflecting the production planning and operation process, that takes into consideration domestic market conditions,
the production capacity of each plant, as well as the results of biofuels auctions and raw materials supply;
v) CGU Quixadá: comprises the assets of
biofuel plant located in the city of Quixadá, state of Ceará;
vii) Other G&LCE CGUs: operations abroad defined
as the smallest group of assets that generates largely independent cash flows.
Further information on impairment testing is set
out in note 25.
| 4.3. | Sources of estimation uncertainty
related to depreciation, depletion and amortization |
As presented in note 23, assets directly related
to the oil and gas production are depleted using the units of production method, calculated by monthly production over the respective
developed proved reserves, except for the signature bonuses, which are calculated over total proved reserves.
Proved developed reserves are those for which recovery
can be expected: (i) through existing wells, equipment and operating methods, or in which the cost of the required equipment is relatively
minor compared to the cost of a new well; and (ii) through extraction equipment and operational infrastructure installed at the time of
the reserves estimate, if the extraction is carried out by means that do not involve a well.
Estimates of proved reserves volumes used in the
units of production method are prepared by Company’s technicians according to the SEC definitions (as described in note 4.1). Revisions
to the Company’s proved developed and undeveloped reserves impact prospectively the amounts of depreciation, depletion and amortization
recognized in the statement of income and the carrying amounts of oil and gas properties assets. Information on uncertainties related
to reserve volume estimates are presented in note 4.1.
Therefore, assuming all other variables remain
constant, a decrease in estimated proved reserves would increase, prospectively, depreciation, depletion and amortization expense, while
an increase in reserves would reduce depreciation, depletion and amortization.
| 4.4. | Sources of estimation uncertainty
related to pension plan and other post-employment benefits |
The net actuarial liability represents the Company's
actuarial obligations, net of fair value of plan assets (when applicable), at present value, as described in note 18.3.2.
The actuarial obligations and net expenses related
to defined benefit pension and health care post-employment plans are computed based on several financial and demographic assumptions,
of which the most significant are:
a) Discount rate: comprises the projected future
inflation in addition to an equivalent discounted interest rate that matches the duration of the pension and health care obligations with
the future yield curve of long-term Brazilian Government Bonds; and
b) Medical and hospital costs changes rate: comprise
the projected growth rates based on per capita health care benefits paid over the last five years, which are used as a basis for projections,
converged to the general price inflation index within 30 years.
These and other actuarial assumptions are revised
at least annually and may differ materially from actual results due to changes in market and economic conditions.
The measurement uncertainties associated with the
defined benefit obligation and a sensitivity analysis of discount rates and changes in medical costs are disclosed in notes 18.3.6 and
18.3.7, respectively.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 4.5. | Sources of estimation uncertainty
related to provisions for legal proceedings and contingencies |
The Company is part in arbitrations and in legal
and administrative proceedings involving civil, tax, labor and environmental issues arising from the normal course of its business and
makes use of estimates to recognize the amounts and the probability of outflow of resources, based on reports and technical assessments
from legal advisors and on management’s assessment.
These estimates are performed individually, or
aggregated if there are cases with similar characteristics, primarily considering factors such as assessment of the plaintiff’s
demands, consistency of the existing evidence, jurisprudence on similar cases and doctrine on the subject. Specifically for lawsuits by
outsourced employees, the Company estimates the expected loss based on a statistical procedure, due to the number of actions with similar
characteristics.
Arbitral, legal and administrative decisions against
the Company, new jurisprudence and changes of existing evidence can result in changes on the probability of outflow of resources and on
the estimated amounts, according to the assessment of the legal basis.
Note 19 provides further detailed information about
contingencies and legal proceedings.
| 4.6. | Sources of estimation uncertainty
related to decommissioning costs |
The Company has legal obligations to remove equipment
and restore onshore and offshore areas at the end of operations. Its most significant asset removal obligations relate to offshore areas.
Estimates of costs for future environmental cleanup and remediation activities are based on current information about costs and expected
plans for remediation. The timing of abandonment and dismantling of areas is based on the length of reserves depletion, in accordance
with the ANP/SPE definitions (as described in note 4.1). Therefore, revisions to reserves estimates that result in changes in the timing
of reserves depletion may impact the provision for decommissioning cost. For additional information about revisions to the Company’s
reserves estimates, see note 4.1.
These obligations are recognized at present value,
using a risk-free discount rate, adjusted to the Company's credit risk. Changes in the discount rate can cause significant variations
in the recognized amount, due to the long-term nature until abandonment. A sensitivity analysis of discount rates used in the calculation
of the provision for decommissioning costs is presented in note 20.
The calculation to determine the amounts to be
provisioned are complex, since: i) the obligations are long-term; ii) the contracts and regulations contain subjective definitions of
the removal and remediation practices and criteria involved when the events occur; and iii) asset removal technologies and costs are constantly
changing, along with regulations, environmental, safety and public relations considerations. Additionally, abandonment costs are mostly
denominated in U.S. dollars, which may result in significant changes in the estimates due to changes in the exchange rates overtime.
The Company constantly conducts studies to incorporate
technologies and procedures to optimize the process of abandonment, considering industry best practices. However, the timing and amounts
of future cash flows are subject to significant uncertainty.
In the event of a total or partial sale of interest
in E&P contracts, the Company remains jointly liable for decomissioning costs after its production has ceased, if the purchaser fails
to comply with this obligation, as determined by the ANP.
Note 20 provides further information about provision
for decommissioning costs.
| 4.7. | Sources of estimation uncertainty
related to leases |
The Company uses incremental borrowing rates to
determine the present value of the lease payments, when the interest rate implicit in the lease cannot be readily determined.
The determination of incremental rates requires
estimates based on corporate funding rates (obtained from the yields on bonds issued by Petrobras), which take into account the risk-free
rate and the Company's credit risk premium, adjusted to reflect the specific conditions and characteristics of the lease, such as the
risk of the country's economic environment, guarantees, currency and duration of the payment flow.
The present value of lease liabilities is determined
based on the incremental rates estimated at the start date of each lease. Therefore, even in cases where lease agreements have similar
characteristics, their cash flows may be discounted at significantly different incremental rates depending on the Company's corporate
funding rates on the start date of each lease.
Note 31 presents information on lease arrangements
by class of underlying assets.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 4.8. | Sources of estimation uncertainty
related to cash flow hedge accounting involving the Company’s future exports |
The Company determines its “highly probable
future exports” based on its current Business Plan and on short-term estimates on a monthly basis. The highly probable future exports
are determined by a percentage of projected export revenues.
The estimate of the amount of highly probable future
exports considers future uncertainty regarding the Brent oil prices, oil production and demand for products in a model which optimizes
the Company's operations and investments, in addition to considering the historical profile of exported volume in relation to total oil
production.
As described in note 33.4.1, foreign exchange gains
and losses relating to the effective portion of hedging instruments are recognized in other comprehensive income and reclassified to the
statement of income within finance income (expense) in the periods when the hedged item affects the statement of income. However, if future
exports for which foreign exchange gains and losses hedging relationship has been designated is no longer expected to occur, any related
cumulative foreign exchange gains or losses that have been recognized in other comprehensive income from the date the hedging relationship
was designated to the date the Company revoked the designation is immediately recycled from other comprehensive income to the statement
of income.
For the long-term, future exports forecasts are
reviewed whenever the Company reviews its Strategic Plan assumptions, while for the short-term future exports are reviewed monthly. The
approach for determining highly probable future exports is reviewed annually, at least.
See note 33.4.1 for more detailed information about
cash flow hedge accounting and a sensitivity analysis of the cash flow hedge involving future exports.
| 4.9. | Sources of estimation uncertainty
related to income taxes |
Income taxes rules and regulations may be interpreted
differently by tax authorities, and situations may arise in which these interpretations differ from the Company's understanding.
Uncertainties over income taxes treatments represent
the risks that the tax authority does not accept a certain tax treatment applied by the Company, mainly related to different interpretations
of deductions and additions to the income taxes (Imposto de Renda sobre Pessoa Jurídica - IRPJ and Contribuição
Social sobre Lucro Líquido – CSLL) calculation basis. The Company evaluates each uncertain tax treatment separately or
in a group where there is interdependence in relation to the expected result.
The Company estimates the probability of acceptance
of an uncertain tax treatment by the tax authority based on technical assessments by its legal advisors, considering precedent jurisprudence
applicable to current tax legislation, which may be impacted mainly by changes in tax rules or court decisions which may affect the analysis
of the fundamentals of uncertainty. The tax risks identified are evaluated, treated and, when applicable, follows a pre-determined tax
risk management methodology.
If it is probable that the tax authorities will
accept an uncertain tax treatment, the amounts recorded in the financial statements are consistent with the tax records and, therefore,
no uncertainty is reflected in the measurement of current or deferred income taxes. If it is not probable that the tax authorities will
accept an uncertain tax treatment, the uncertainty is reflected in the measurement of current or deferred income taxes in the financial
statements.
The effect of uncertainty for each uncertain tax
treatment is estimated by using the method that provides the best prediction of the resolution of the uncertainty. The most probable amount
method provides as an estimate the single most probable amount in a set of possible outcomes, while the expected amount method represents
the sum of the amounts weighted by the probability in relation to a range of possible outcomes.
Additional information on uncertainty over income
taxes treatments is disclosed in Note 17.1.
| 4.10. | Sources of estimation uncertainty
related to expected credit losses |
Credit losses correspond to the difference between
all contractual cash flows owed to the Company and all cash flows that the entity expects to receive, discounted at the original effective
interest rate. The expected credit loss of a financial asset corresponds to the average of expected credit losses weighted by the respective
default risks.
Expected credit losses on financial assets are
based on assumptions relating to risk of default, the determination of whether or not there has been a significant increase in credit
risk, expectation of recovery, among others. The Company uses judgment for such assumptions in addition to information from credit rating
agencies and inputs based on collection delays.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Notes 14.2 and 14.3 provide details on the expected
credit losses recognized by the Company.
| 4.11. | Sources of estimation uncertainty
related to the compensation for the surplus volume for the Transfer of Rights Agreement |
As a result of the Second Bidding Round for the
Surplus Volume of the Transfer of Rights Agreement under the Production Sharing regime, the Company signed amendments and new agreements
in 2022 with partners in the Atapu and Sépia fields. These agreements provide, in addition to the compensation already received
upon signature, possible additional amounts receivable that may be owed to the Company, according to the conditions described in note
29.3.
Additionally, over the last few years the Company
has sold assets considered non-strategic and established partnerships in E&P assets aiming, among other objectives, at sharing risks
and developing new technologies. Such transactions were carried out through partnerships (note 27) and divestments, with procedures aligned
with current legislation and regulatory bodies. In some of these transactions, contingent receipts are also provided for, subject to contractual
clauses (note 29.3).
Climate change may result in both negative and
positive effects for the Company. Potential negative effects of climate change for the Company are referred to as climate-related risks
(climate risks). Conversely, potential positive effects arising from climate change for the Company are referred to as climate-related
opportunities.
Climate risks are categorized as: (i) climate-related
transition risks (transition risks); and (ii) climate-related physical risks (physical risks).
| 5.1. | Potential effects of climate
risks on accounting estimates |
Accounting estimates are monetary amounts in financial
statements that are subject to measurement uncertainty.
The following information used in relevant accounting
estimates of the Company is largely determined based on the assumptions and projections of the Petrobras Business Plan (PN):
| • | value
in use for impairment of assets testing purposes (note 4.2.1); |
| • | timing
and costs used in measuring the provision for decommissioning costs (note 4.6); |
| • | highly
probable future exports used in cash flow hedge accounting involving the Company’s future exports (note 4.8); and |
| • | useful
life of PP&E and intangible assets used in measuring depreciation, depletion and amortization expenses (notes 23 and 24). |
As
presented in the following topic, the Company considered the effects related to climate risks in its Business Plan approved by the Board
of Directors, which is updated annually, including actions to achieve its climate commitments and its long-term ambition to neutralize
Greenhouse Gas (GHG) emissions in activities under its control (scopes 11
and 22)
by 2050.
The aforementioned ambition and commitments are
not guarantees of future performance by the Company and are subject to assumptions that may prove incorrect and to risks and uncertainties
that are difficult to predict.
| a) | Transition risk to low carbon economy |
Transition risks arise from efforts to the transition
to a low-carbon economy. In this category, the Company has identified the following risks that can reasonably be expected to affect its
cash flows, access to financing or cost of capital:
1 direct GHG emissions, which occur from energy sources that are
owned or controlled by the Company.
2 Indirect GHG emissions, which come from energy sources purchased
and consumed by the Company, which occur at the facilities where the energy sources are generated.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Risk |
Description |
Time length (2) |
Market |
Increasing demand for energy and products with lower
carbon intensity leading to a reduction in oil demand, a consequent decline in prices of fossil fuel products. Preference for fossil fuel
products with lower GHG intensity in production processes.
In Brazil: the demand for our products may be affected,
for example, by the increase in demand for alternative fuels, also stimulated by public policies such as the Fuel of the Future Law(1)
program, among others. |
Medium to long-term |
Technological |
Loss of competitiveness due to the non-implementation or implementation of inefficient or non-effective technologies to reduce emissions from our operations and products. |
Medium to long-term |
Regulatory |
Stricter regulations for controls over GHG emissions
and other requirements related to climate change, which may cause operational restrictions and financial penalties for our activities.
In Brazil, one example is the regulation for the adoption
of a carbon pricing instrument, considering Law No. 15,042 in 2024, which establishes the Brazilian Greenhouse Gas Emissions Trading System
(SBCE), resulting in additional costs for our operations. |
Medium to long-term |
Legal and Reputational |
Litigation and/or reputational damage due to non-compliance with climate commitments. |
Medium-term |
(1) Legislation that aligns a series of initiatives
to stimulate and guide the production of biofuels and reduce greenhouse gas (GHG) emissions, encompassing the National Program for Sustainable
Aviation Fuel (ProBioQAV), the National Green Diesel Program (PNDV), and the National Decarbonization Program for Natural Gas Producers
and Importers and Incentives for Biomethane. Additionally, it modifies the maximum and minimum limits of the ethanol blend in gasoline
and the biodiesel blend in diesel fuel and provides for the regulation and oversight of carbon dioxide capture and geological storage
activities, as well as the regulation of synthetic fuel production and commercialization. It also promotes the integration of initiatives
and measures adopted under the National Biofuels Policy (RenovaBio), the Green and Innovation Mobility Program (Programa Mover), the Brazilian
Vehicle Labeling Program (PBEV), and the Vehicle Emissions Control Program (Proconve).
|
(2) Criteria adopted for the time horizon: short term (1 year), medium term (between 1 and 5 years), and long term (more than 5 years). |
The risks above were considered in the development
of the Company's Business Plan 2025-2029 (PN 25-29). Such consideration was based on the following external environment assumptions that
reflect the dynamics of the energy sector:
| • | Moderate
economic growth compared to the recent past; |
| • | Shifts
in consumption habits and behaviors; |
| • | Public
policies focusing on mobility, air quality and adaptation of urban infrastructure to climate change; |
| • | International
coordination in efforts to reduce GHG emissions; |
| • | Reduction
in the GHG emissions; |
| • | Regulations
in favor of energy transition and decarbonization, which will drive the reduction of fossil fuel consumption; and |
| • | Diffusion
of end-use technologies that reduce the need for fossil fuel consumption. |
As a result of this, demand and prices, both domestic
and international, of the main products considered in the PN 25-29 are negatively affected.
In 2024, the Company adopted three distinct scenarios
that are used for different purposes in its planning activities. These scenarios are called Adaptation, Negotiation, and Commitment. In
all of them, there is a slowdown and subsequent contraction of fossil fuel sources. The Negotiation scenario, which is used as a reference
scenario for quantifying the Company's Business Plan, considers that fossil fuels, which currently represent approximately 80% of the
world’s primary energy sources, will represent around 48% by 2050. The share of oil will decrease from the current 30% to around
20% of the world’s primary energy sources.
The Brent price considered in the reference scenario
of the Business Plan decreases from US$80 per barrel in 2024 to US$65 per barrel in 2050. For additional information about the behavior
of the Brent price, considered in the Company's Business Plan reference scenario, please see note 25. The following table compares the
oil price used in the reference scenario of the Strategic Plan for the years 2030 and 2050 with those projected in the Announced Pledges
Scenario (APS) and Net Zero Emission (NZE) scenarios by the International Energy Agency (IEA), even though they are not directly used
by the Company:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Brent price US$/Barrel |
2030 |
2050 |
PN |
65 |
65 |
APS |
72 |
58 |
NZE |
42 |
25 |
According to the IEA, the APS scenario considers
that all climate commitments made by governments around the world, including Nationally Determined Contributions (NDCs), as well as long-term
net-zero targets, will be met in full and on time, with an increase of approximately 1.7oC in temperature by 2100 (with a 50%
probability of occurrence). As for the NZE scenario, according to the IEA, it presents a pathway for the global energy sector to achieve
net-zero CO2 emissions by 2050, consistent with limiting the temperature increase to 1.5 °C (with at least a 50% probability
of occurrence).
The Business Plan also includes Company's actions
to achieve the carbon sustainability commitments, such as low-carbon Research and Development (R&D) projects and decarbonization projects
for operations. These actions aim to address transition risks as well as reflect climate opportunities.
The Company's accounting estimates did not incorporate
the effect of carbon pricing. Currently, there are uncertainties regarding the structure and dynamics of a future carbon market in Brazil,
and there is no sufficient and reliable information available to assess the effects of carbon price.
The Company's accounting estimates did not incorporate
the effect of carbon pricing. Currently, due to uncertainties regarding the implementation and dynamics of the carbon market in Brazil,
the Company considers it necessary to await the regulation of Law No. 15,042 in 2024, which establishes the SBCE. This regulation will
provide the necessary and sufficient details to reliably and reasonably assess the impact on the cash flows of Petrobras's assets and
its CGUs.
a.1) Potential effects on the
value in use in impairment tests
When measuring the value in use of its assets,
the Company bases its cash flow projections on reasonable and supportable assumptions that represent management's best estimate of the
range of economic conditions.
A faster transition to a low-carbon economy than
projected in the Business Plan could result in Brent prices and demand for the Company’s products that are lower than the ones considered
to estimate the value in use of the Company’s assets for impairment testing purposes.
The reduction in the value in use of the Company's
assets may result in the recognition of losses due to the non-recoverability of the carrying amounts of these assets.
Given that the oil price is a variable that decisively
influences the recoverable amount of assets, the Company carried out a sensitivity analysis of the effect of using the Brent prices considered
in the APS and NZE scenarios, for the impairment test of the Company's E&P assets in Brazil.
Using the prices in the APS and NZE scenarios to
perform a sensitivity analysis on projected gross revenues deducted of production taxes, net of income taxes, and keeping unchanged all
other components, variables, assumptions and data for calculating the recoverable amount, the Company's E&P segment, regarding the
impairment loss recognized by the Company, as disclosed in note 25, would have additional impairment reversal of US$ 438 in the APS scenario
and additional impairment losses US$ 11,224 in the NZE scenario, concentrated in the Campos basin fields.
The Company does not consider this sensitivity
analysis, based on APS and NZE Brent price scenarios, to be the best estimates to determine expected effects on the recoverable amount
of assets, sales revenues or net income.
Considering that the Company did not incorporate
in its accounting estimates the carbon price effects, the Company carried out a sensitivity analysis of the effect of GHG emissions pricing
costs on the impairment test of assets in the E&P segment in Brazil, considering a monetary charge per ton of CO2 emission
starting from 2030, and the existence of free emission allowances.
In this context, using a base price of US$ 10/CO2
in 2030, US$ 49.7/CO2 in 2035, US$ 68/CO2 in 2040, US$ 84.8/CO2 in 2045, and US$ 100.3/CO2
in 2050, including gradual emission exemptions, to simulate additional cash outflows (net of income taxes), and keeping all other components,
variables, assumptions and data for the calculation of recoverable amount unchanged, the E&P segment would have an additional US$ 232
impairment loss.
The Company does not consider this sensitivity
analysis of the effect of greenhouse gas emissions pricing costs on the impairment test of assets to be the best estimate to determine
expected effects on the recoverable amount, neither the estimated effects on expenses nor net income.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
a.2) Potential effects on decommissioning
costs
Due to its operations, the Company has legal obligations
to remove equipment and restore onshore and offshore areas. On December 31, 2024, the provision for decommissioning costs recognized by
the Company totaled US$ 26,203, as set out in Note 20. On an undiscounted basis the nominal amount would be US$ 51,953.
The estimated timing used by the Company to account
for decommissioning costs are consistent with the useful lives of the related assets. The average decommissioning period of oil and gas
assets weighted by the carrying amounts of such assets is 14 years.
During 2024, there were no issuances of government
regulations related to climate matters that changed or had potential to change the period for decommissioning the Company's assets, as
well as no identification any triggers that would accelerate the expected dates for decommissioning the Company's assets due to the Company’s
climate goals and ambition to neutralize GHG emissions in activities under its control (scopes 1 and 2) by 2050.
A transition to a low-carbon economy that is faster
than anticipated by the Company may accelerate the timing to remove equipment and restore onshore or offshore areas. Such acceleration
would increase the present value of the decommissioning obligations recognized by the Company.
To illustrate the effect of a possible acceleration
of the transition to a low-carbon economy, the Company estimates that the provision for decommissioning costs would increase by US$ 1,096,
US$ 3,553 and US$ 5,913 if the timing currently used were brought forward by one, three and five years, respectively. This sensitivity
analysis assumed that all other components, variables, assumptions and data for calculating the provision remained unchanged. The year
ranges used are not intended to be predictions of likely future events or outcomes.
a.3) Potential effects on “highly
probable future exports” used in cash flow hedge accounting involving the Company's future exports
A transition to a low-carbon economy that is faster
than it was anticipated by the Company may negatively effect the Company's future exports. Such effect may result in certain exports,
whose foreign exchange gains or losses were designated for hedge accounting, no longer be considered highly probable, but remain forecasted,
or, depending on the magnitude of the transition and its speed, cease to be considered forecasted. The consequences of such effects are
described in the accounting policy of note 33.4.1 (a) involving the Company's future exports.
The calculation of “highly probable future
exports” is based on the projected exports in the Strategic Plan, as set out in note 4.8. The Company considers only a portion of
its projected exports as “highly probable future exports”. When determining future exports as highly probable, and therefore
eligible as a hedged item for application of cash flow hedge accounting, the Company considers the effects related to the transition to
a low-carbon economy. Carbon prices were not incorporated in such estimates.
Using the prices in the APS and NZE scenarios we
carried out a sensitivity analysis to simulate the need to reclassify the foreign exchange gains or losses recorded in equity to the statement
of income. Such analysis simulated a new future cash flow from exports, changing only the oil price, keeping all other components, variables,
assumptions and data unchanged. In such an analysis, it would be necessary to reclassify the foreign exchange losses, in the amount of
US$ 10 (R$ 61 million), recorded in equity to the statement of income in the NZE scenario.
The simulations used to perform such sensitivity
analysis, based on Brent prices of the scenarios APS and NZE, are not considered by the Company as the best estimates to determine expected
effects of the reclassification of foreign exchange variation recorded in equity to the statement of income.
a.4) Potential effects on the
useful lives of PP&E
A transition to a low-carbon economy that is faster
than the Company anticipates may reduce the useful life of its assets, which could lead to an increase in annual depreciation, depletion
and amortization expenses.
Assets directly related to the production of oil
and gas in a contracted area are depleted using the units of production method and depreciated or amortized using the straight-line method.
As of December 31, 2024, the carrying amount of these assets in operation in Brazil is US$ 90,452. Such assets do not have a useful
life ending in or after 2050.
As mentioned in item “Transition risk to
low carbon economy”, the reference scenario of the Strategic Plan indicates that there will be persistent global demand for oil
in the coming decades. Additionally, calculations of expected production and oil and gas reserves in this scenario consider the effects
of the transition to a low-carbon economy.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The Company's refining plants consist of 10 refineries
in Brazil. Based on the current depreciation rates of the assets in operation applied to the respective carrying amounts at December 31,
2024, which amounts to US$ 9,220, and assuming no additional investment, these refineries would have no material depreciation amounts
after 2050.
The Company estimates persistent demand for oil
products in the coming decades, although decreasing, which should be progressively supplied by models with lower carbon intensity. Thus,
the depreciation rates used by the Company for the refining plants are in line with the transition to a low-carbon economy.
The Gas and Energy assets in Brazil, including
thermoelectric power plants, are depreciated using the linear method. Based on the current depreciation rates of the assets in operation
applied to their respective carrying amounts as of December 31, 2024, totaling US$ 3,457, and assuming no additional investment, these
assets would have no material depreciation amounts after 2050.
In this context, based on available information,
the Company does not foresee significant changes in the useful life of its refineries, assets directly related to oil and gas production
and those related to the Gas and Energy arising from the transition to a low-carbon economy. Such assets represent 92% of the Company's
total assets in operation.
Physical risks result from climate change that
can be event-driven (acute physical risk) or from long-term shifts in climate patterns (chronic physical risk). In this category, the
Company does not foresee that changes caused by climate change will have a material effect on accounting estimates, considering the risks
currently identified.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 6. | New standards and interpretations |
| 6.1. | New International Financial Reporting
Standards not yet adopted |
Standard |
Description |
Effective on |
Lack of Exchangeability - Amendments to IAS 21 |
The amendments establish that when one currency is not
exchangeable for another on the measurement date, the spot exchange rate must be estimated. In addition, they provide guidance on how
to assess exchangeability between currencies and how to determine the spot exchange rate when exchangeability is absent.
When the spot exchange rate is estimated because a currency
is not exchangeable for another currency, information must be disclosed to allow the understanding of how the currency not exchangeable
for another currency affects, or is expected to affect, the statements of income, the statement of financial position and the statement
of cash flows. |
January 1, 2025, with specific transition rules. |
Annual Improvements – Volume 11 |
The amendments alter certain requirements related to: transaction price and derecognition of lease liabilities (IFRS 9 - Financial Instruments); cost method (IAS 7 - Statement of Cash Flows); disclosure of gain or loss on derecognition of assets; and credit risk disclosures (IFRS 7 - Financial Instruments: Disclosures); determination of a ‘de facto agent’ (IFRS 10 - Consolidated Financial Statements); and hedge accounting by a first-time adopter (IFRS 1 - First-time Adoption of International Financial Reporting Standards). |
January 1, 2026, with specific transition rules. |
Amendments to the Classification and Measurement of Financial Instruments - Amendments to IFRS 9 and IFRS 7 |
The amendments to IFRS 9 provide clarifications on: assessment
of contractual cash flows for asset classification; financial assets with non-recourse features, and contractually linked instruments.
They also provide clarifications on the date of initial
recognition or derecognition of financial assets and financial liabilities, and the possibility of derecognizing financial liabilities
that will be settled in cash through an electronic payment system before the settlement date, provided that certain criteria are met.
The amendments to IFRS 7 introduce new disclosure requirements. |
January 1, 2026, retrospective application with specific transition rules. |
Nature-dependent Electricity Contracts - Amendments to IFRS 9 and IFRS 7 |
The amendments introduce changes to IFRS 9 and IFRS 7 to help companies better report nature-dependent electricity contracts. These amendments comprise: clarifying the application of the ‘own-use’ requirements; permission of hedge accounting if these contracts are used as hedging instruments; and additional disclosure requirements. |
January 1, 2026, retrospective application with specific transition rules. |
IFRS 18 - Presentation and Disclosure in Financial Statements |
IFRS 18 establishes new requirements for the presentation
and disclosure of financial statements, replacing IAS 1 - Presentation of Financial Statements. Among others, new requirements were included
on:
a. Presentation of the statement of income, including the
obligation to classify all income and expenses into one of five categories: operating, investing, financing, income taxes and discontinued
operations;
b. Disclosure of performance measures defined by management;
c. Guidance on aggregation or disaggregation of information;
and
d. New disclosure requirements.
In addition, certain changes were made to other standards,
including accounting requirements related to the statement of cash flows, such as the exclusion of the optionality of the classification
of cash flows from dividends and interest. |
January 1, 2027, retrospective application with specific transition rules. |
IFRS 19 - Subsidiaries without Public Accountability: Disclosures |
IFRS 19 is a voluntary standard that enables eligible entities
to provide reduced disclosures when applying IFRS accounting standards in their financial statements.
To be eligible, at the end of the reporting period, an
entity must be a subsidiary as defined in IFRS 10, must not have a public accountability and must have a parent company (ultimate or intermediate)
that prepares consolidated financial statements, available for public use and complying with IFRS accounting standards. |
January 1, 2027, with specific transition rules. |
Regarding the amendment effective as of January
1, 2025, according to the assessment made, the Company estimates that there will be no significant effects arising from the initial application
on its consolidated financial statements.
In relation to the amendments effective as of January
1, 2026, the Company is assessing the effects that they will have on its consolidated financial statements.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The Company’s objective in its capital management
is to maintain its capital structure at an adequate level in order to continue as a going concern, maximizing value to shareholders and
investors. In 2023 and 2022, its main source of funding was cash provided by its operating activities.
The financial strategy of the Strategic Plan 2025-2029
(“Strategic Plan”) is focused on:
| • | cash generation greater than investments and financial
liabilities; |
| • | high-return investments approved by management only
when a positive net present value is expected when using a brent oil price scenario of US$45 per barrel; |
| • | efficient and more flexible capital structure, with
low leverage in challenging scenarios; and |
| • | distribution of dividends according to the current
shareholders remuneration policy, with the possibility of extraordinary payments. |
For the gross debt (composed of current and non-current
finance debt and lease liability) the ceiling target was increased to US$ 75,000, converging to US$ 65,000 in the long-term.
As of December 31, 2024, gross debt decreased to
US$ 60,311, from US$ 62,600 as of December 31, 2023, remaining within the range defined in the Company’s Strategic Plan.
This measure is not defined according to the International
Financial Reporting Standards - IFRS and should not be considered in isolation or as a replacement for debt metrics under the IFRS, nor
should it be used as a basis for comparison with the indicators of other companies.
| 8. | Cash and cash equivalents and
marketable securities |
| 8.1. | Cash and cash equivalents |
They include cash, available bank deposits and
short-term financial investments with high liquidity, which meet the definition of cash equivalents.
|
12.31.2024 |
12.31.2023 |
Cash at bank and in hand |
136 |
103 |
Short-term financial investments |
|
|
- In Brazil |
|
|
Brazilian interbank deposit rate investment funds and other short-term deposits |
1,453 |
1,742 |
Other investment funds |
186 |
279 |
|
1,639 |
2,021 |
- Abroad |
|
|
Time deposits |
728 |
7,737 |
Automatic investing accounts and interest checking accounts |
726 |
2,852 |
Other financial investments |
42 |
14 |
|
1,496 |
10,603 |
Total short-term financial investments |
3,135 |
12,624 |
Total cash and cash equivalents |
3,271 |
12,727 |
Short-term financial investments in Brazil primarily
consist of investments in funds holding Brazilian Federal Government Bonds that can be redeemed immediately, as well as reverse repurchase
agreements that mature within three months as of the date of their acquisition. Short-term financial investments abroad comprise time
deposits that mature in three months or less from the date of their acquisition, highly-liquid automatic investment accounts, interest
checking accounts and other short-term fixed income instruments.
The main use of these funds in 2024 were for payment
of dividends and share repurchase program of US$ 18,784, repayment of principal and interests related to finance debt and repayment
of lease liability, amounting to US$ 16,349, as well as for acquisition of PP&E and intangible assets in the amount of US$ 14,644.
Cash and cash equivalents were mainly provided
by operating activities (US$ 37,984), proceeds from finance debt (US$ 2,129), proceeds from disposal of assets - divestment
(US$ 863) and financial compensation from co-participation agreements (US$ 397).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Accounting policy for cash
and cash equivalents
Cash and cash equivalents comprise cash on hand,
term deposits with banks and short-term highly-liquid financial investments that are readily convertible to known amounts of cash, are
subject to insignificant risk of changes in value and have a maturity of three months or less from the date of acquisition.
| 8.2. | Marketable securities |
|
|
|
12.31.2024 |
|
|
12.31.2023 |
|
In Brazil |
Abroad |
Total |
In Brazil |
Abroad |
Total |
Fair value through profit or loss |
531 |
− |
531 |
926 |
− |
926 |
Amortized cost - Bank Deposit Certificates and time deposits |
2,263 |
2,006 |
4,269 |
4,249 |
− |
4,249 |
Amortized cost - Others |
45 |
− |
45 |
53 |
− |
53 |
Total |
2,839 |
2,006 |
4,845 |
5,228 |
− |
5,228 |
Current |
2,257 |
2,006 |
4,263 |
2,819 |
− |
2,819 |
Non-current |
582 |
− |
582 |
2,409 |
− |
2,409 |
Marketable securities classified as fair value
through profit or loss refer mainly to investments in Brazilian Federal Government Bonds (amounts determined by level 1 of the fair value
hierarchy). These financial investments have maturities of more than three months.
Securities classified as amortized cost refer to
investments in Brazil in floating rate Bank Deposit Certificates with daily liquidity, with initial maturities between one and two years,
and to investments abroad in time deposits with maturities of more than three months from the contracting date.
Accounting policy for marketable
securities
The amounts invested in operations with terms of
more than three months, as from the date of the agreement, are initially measured at fair value and subsequently according to their respective
classifications, which are based on the way in which these funds are managed and their features of contractual cash flows:
| · | Amortized cost – financial assets that give
rise, on specified dates, to cash flows represented exclusively by payments of principal and interest on the outstanding principal amount,
the purpose of which is to receive its contractual cash flows. They are presented in current and in non-current assets according to their
expectation of realization. Interest income from these investments is calculated using the effective interest rate method. |
| · | Fair value through profit or loss – financial
assets whose purpose is to receive from its sale. They are presented in current assets due to the expectation of realization within 12
months of the reporting date. |
9.
Sales revenues
| 9.1. | Revenues from contracts with
customers |
Revenues from contracts with customers derive from
different products sold by the Company’s operating segments, taking into consideration specific characteristics of the markets where
they operate. For additional information about the operating segments of the Company, its activities and its respective products sold,
see note 13.
The determination of transaction prices derives
from methodologies and policies based on the parameters of these markets, reflecting operating risks, level of market share, changes in
exchange rates and international commodity prices, including Brent oil prices, oil products such as diesel and gasoline, and the Henry
Hub Index.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
2024 |
2023 |
2022 |
Diesel |
27,522 |
32,260 |
40,149 |
Gasoline |
12,692 |
14,309 |
16,175 |
Liquefied petroleum gas |
3,166 |
3,506 |
5,121 |
Jet fuel |
4,518 |
5,015 |
5,423 |
Naphtha |
1,869 |
1,837 |
2,396 |
Fuel oil (including bunker fuel) |
976 |
1,158 |
1,411 |
Other oil products |
4,273 |
4,428 |
5,536 |
Subtotal oil products |
55,016 |
62,513 |
76,211 |
Natural gas |
4,707 |
5,632 |
7,673 |
Crude oil |
4,334 |
5,475 |
7,719 |
Renewables and nitrogen products |
223 |
94 |
283 |
Breakage |
439 |
860 |
669 |
Electricity |
744 |
657 |
694 |
Services, agency and others |
812 |
1,059 |
1,043 |
Domestic market |
66,275 |
76,290 |
94,292 |
|
|
|
|
Exports |
24,251 |
25,012 |
27,497 |
Crude oil |
18,290 |
18,447 |
19,332 |
Fuel oil (including bunker fuel) |
4,775 |
5,114 |
7,399 |
Other oil products and other products |
1,186 |
1,451 |
766 |
Sales abroad (1) |
890 |
1,107 |
2,685 |
Foreign market |
25,141 |
26,119 |
30,182 |
Sales revenues |
91,416 |
102,409 |
124,474 |
(1) Sales revenues from operations outside of Brazil, including trading and excluding exports. |
|
As of December 31, 2024, the composition of sales
revenues by shipping destination is presented as follows:
|
|
|
|
2024 |
2023 |
2022 |
Domestic market |
66,275 |
76,290 |
94,292 |
China |
7,701 |
7,232 |
6,389 |
Americas (except United States) |
3,610 |
4,846 |
7,166 |
Europe |
5,440 |
5,534 |
5,932 |
Asia (except China and Singapore) |
1,989 |
1,447 |
1,505 |
United States |
3,471 |
3,924 |
4,914 |
Singapore |
2,883 |
3,063 |
4,271 |
Others |
47 |
73 |
5 |
Foreign market |
25,141 |
26,119 |
30,182 |
Sales revenues |
91,416 |
102,409 |
124,474 |
In 2024, sales to two clients of the refining,
transportation and marketing (RT&M) segment represented individually 15% and 10% of the Company’s sales revenues; in 2023, sales
to two clients of the RT&M segment represented individually 16% and 11% of the Company’s sales revenues; and in 2022, sales
to two clients of the RT&M segment represented individually 15% and 11% of the Company’s sales revenues.
| 9.2. | Remaining performance obligations |
The Company is party to sales contracts signed
through December 31, 2024 with original expected duration of more than 1 year, which define the volume and timing of goods or services
to be delivered during the term of the contract, and the payment terms for these future sales.
The estimated remaining values of these contracts
in 2024 presented below are based on the contractually agreed future sales volumes, as well as prices prevailing at December 31, 2024
or practiced in recent sales reflecting more directly observable information:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Expected recognition within 1 year |
Expected recognition after 1 year |
Total |
Domestic market |
|
|
|
Gasoline |
10,466 |
88 |
10,554 |
Diesel |
22,885 |
- |
22,885 |
Natural gas |
6,584 |
26,764 |
33,348 |
Liquefied petroleum gas |
2,929 |
- |
2,929 |
Services and others |
1,416 |
917 |
2,333 |
Ethanol, nitrogen products and renewables |
47 |
- |
47 |
Naphtha |
1,379 |
- |
1,379 |
Electricity |
270 |
3,736 |
4,006 |
Other oil products |
1,448 |
2,250 |
3,698 |
Jet fuel |
991 |
- |
991 |
Foreign market |
|
|
|
Exports |
2,815 |
2,685 |
5,500 |
Total |
51,230 |
36,440 |
87,670 |
Revenues are recognized once goods are transferred
and services are provided to the customers and their measurement and timing of recognition will be subject to future demands, changes
in commodities prices, exchange rates and other market factors.
The table above does not include information on
contracts with original expected duration of less than one year, such as spot-market contracts, variable considerations which are constrained,
and information on contracts only establishing general terms and conditions (Master Agreements), for which volumes and prices will only
be defined in subsequent contracts.
In addition, electricity sales are mainly driven
by demands to generate electricity from thermoelectric power plants, as and when requested by the Brazilian National Electric System Operator
(ONS). These requests are substantially affected by Brazilian hydrological conditions. Thus, the table above presents mainly fixed amounts
for the electricity to be available to customers in these operations.
The balance of contract liabilities carried on
the statement of financial position in 2024 amounted to US$ 64 (US$ 115 in 2023). This amount is classified as other current
liabilities and primarily comprises advances from customers in ship and take or pay contracts to be recognized as revenue based on future
sales of natural gas or following the non-exercise of the right by the customer.
Accounting policy for revenues
The Company evaluates contracts with customers
for the sale of oil and oil products, natural gas, electricity, services and other products, which will be subject to revenue recognition,
and identifies the distinct goods and services promised in each of them.
Sales revenues are recognized when control is transferred
to the client, which usually occurs upon delivery of the product or when the service is provided. At this moment, the Company satisfies
the performance obligation.
Performance obligations are considered to be promises
to transfer to the client: (i) good or service (or group of goods or services) that is distinct; and (ii) a series of distinct goods or
services that have the same characteristics or are substantially the same and that have the same pattern of transfer to the client.
Revenue is measured based on the amount of consideration
to which the Company expects to be entitled in exchange for transfers of promised goods or services to the customer, excluding amounts
collected on behalf of third parties. Transaction prices are based on contractually stated prices, which reflect the Company's pricing
methodologies and policies based on market parameters.
Invoicing occurs in periods very close to deliveries
and rendering of services, therefore, significant changes in transaction prices are not expected to be recognized in revenues for periods
subsequent to satisfaction of the performance obligation, except for some exports in which final price formation occurs after the transfer
of control of the products and are subject to the variation in the value of the commodity.
Sales are carried out in short terms of receipt,
thus there are no significant financing components.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 10. | Costs and expenses by nature |
|
2024 |
2023 |
2022 |
Raw material, products for resale, materials and third-party services (1) |
(22,368) |
(21,912) |
(33,196) |
Acquisitions |
(16,278) |
(16,198) |
(26,609) |
Crude oil imports |
(9,458) |
(9,358) |
(11,212) |
Oil products imports |
(5,080) |
(4,649) |
(8,869) |
Natural gas imports |
(1,740) |
(2,191) |
(6,528) |
Third-party services and others |
(6,090) |
(5,714) |
(6,587) |
Depreciation, depletion and amortization |
(9,777) |
(10,779) |
(10,514) |
Production taxes |
(11,392) |
(12,108) |
(14,953) |
Employee compensation |
(1,888) |
(1,690) |
(1,665) |
Inventory turnover |
(19) |
(1,946) |
842 |
Total |
(45,444) |
(48,435) |
(59,486) |
(1) It Includes short-term leases. |
|
2024 |
2023 |
2022 |
Materials, third-party services, freight, rent and other related costs |
(4,080) |
(4,296) |
(3,987) |
Depreciation, depletion and amortization |
(670) |
(609) |
(789) |
Reversal (allowance) for expected credit losses |
2 |
(22) |
(58) |
Employee compensation |
(126) |
(111) |
(97) |
Total |
(4,874) |
(5,038) |
(4,931) |
| 10.3. | General and administrative expenses |
|
2024 |
2023 |
2022 |
Employee compensation |
(1,204) |
(1,036) |
(865) |
Materials, third-party services, rent and other related costs |
(495) |
(435) |
(362) |
Depreciation, depletion and amortization |
(146) |
(123) |
(105) |
Total |
(1,845) |
(1,594) |
(1,332) |
|
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 11. | Other income and expenses, net |
|
2024 |
2023 |
2022 |
Stoppages for asset maintenance and pre-operating expenses |
(2,617) |
(2,205) |
(1,834) |
Losses on decommissioning of returned/abandoned areas |
(2,584) |
(1,195) |
(225) |
Pension and medical benefits - retirees |
(2,196) |
(1,172) |
(1,015) |
Losses with legal, administrative and arbitration proceedings |
(996) |
(797) |
(1,362) |
Variable compensation programs (1) |
(932) |
(1,011) |
(678) |
Allowance (reversals) for credit loss on trade and other receivables, net |
(260) |
(18) |
3 |
Institutional relations and cultural projects |
(224) |
(156) |
(103) |
Operating expenses with thermoelectric power plants |
(221) |
(189) |
(150) |
Expenses with contractual fines received |
(136) |
(199) |
(91) |
Compensation for the termination of vessel charter agreements |
(19) |
(331) |
(13) |
Collective bargaining agreement |
(8) |
(217) |
- |
Gains (losses) with commodities derivatives |
42 |
11 |
(256) |
Amounts recovered from Lava Jato investigation |
60 |
109 |
96 |
Government grants |
161 |
315 |
471 |
Ship/take or pay agreements |
219 |
238 |
105 |
Results on disposal/write-offs of assets |
228 |
1,295 |
1,144 |
Fines imposed on suppliers |
249 |
239 |
228 |
Results from co-participation agreements in bid areas |
259 |
284 |
4,286 |
Results of non-core activities |
261 |
170 |
168 |
Early termination and changes to cash flow estimates of leases |
349 |
415 |
629 |
Reimbursements from E&P partnership operations |
493 |
571 |
683 |
Others |
(21) |
(188) |
(264) |
Total |
(7,893) |
(4,031) |
1,822 |
(1) It comprises Profit Sharing (PLR) and Performance Award Program (PRD), as described in note 18. |
| 12. | Net finance income (expense) |
|
2024 |
2023 |
2022 |
Finance income |
1,954 |
2,169 |
1,832 |
Income from investments and marketable securities (Government Bonds) |
1,507 |
1,657 |
1,159 |
Other finance income |
447 |
512 |
673 |
Finance expenses |
(5,957) |
(3,922) |
(3,500) |
Interest on finance debt |
(2,146) |
(2,264) |
(2,363) |
Unwinding of discount on lease liability |
(2,265) |
(1,785) |
(1,340) |
Capitalized borrowing costs |
1,570 |
1,290 |
1,032 |
Unwinding of discount on the provision for decommissioning costs |
(1,000) |
(857) |
(519) |
Tax settlement programs - federal taxes (1) |
(1,785) |
− |
− |
Other finance expenses |
(331) |
(306) |
(310) |
Foreign exchange gains (losses) and indexation charges |
(11,104) |
(580) |
(2,172) |
Foreign exchange gains (losses) (2) |
(8,459) |
2,268 |
1,022 |
Real x U.S. dollar |
(8,503) |
2,396 |
1,089 |
Other currencies |
44 |
(128) |
(67) |
Reclassification of hedge accounting to the Statement of Income (2) |
(2,992) |
(3,763) |
(4,871) |
Tax settlement programs - federal taxes (1) |
(267) |
− |
− |
Indexation to the Selic interest rate of anticipated dividends and dividends payable |
(282) |
(299) |
994 |
Legal agreement with Eletrobras - compulsory loans |
− |
236 |
− |
Recoverable taxes inflation indexation income |
92 |
204 |
86 |
Other foreign exchange gains and indexation charges, net |
804 |
774 |
597 |
Total |
(15,107) |
(2,333) |
(3,840) |
(1) For more information, see note 17. |
(2) For more information, see notes 33.4.1.a and 33.4.1.c. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
13.
Information by operating segment
| 13.1. | Net income by operating segment |
|
2024 |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Eliminations |
Total |
Sales revenues |
60,516 |
85,281 |
9,518 |
319 |
(64,218) |
91,416 |
Intersegments |
60,208 |
1,035 |
2,969 |
6 |
(64,218) |
− |
Third parties |
308 |
84,246 |
6,549 |
313 |
- |
91,416 |
Cost of sales |
(24,823) |
(78,836) |
(5,031) |
(294) |
63,540 |
(45,444) |
Gross profit (loss) |
35,693 |
6,445 |
4,487 |
25 |
(678) |
45,972 |
Income (expenses) |
(7,639) |
(3,257) |
(3,497) |
(4,703) |
− |
(19,096) |
Selling expenses |
(1) |
(1,928) |
(2,936) |
(9) |
- |
(4,874) |
General and administrative expenses |
(64) |
(356) |
(115) |
(1,310) |
- |
(1,845) |
Exploration costs |
(913) |
- |
- |
- |
- |
(913) |
Research and development expenses |
(629) |
(6) |
(4) |
(150) |
- |
(789) |
Other taxes |
(692) |
(47) |
(18) |
(494) |
- |
(1,251) |
Impairment (losses) reversals, net |
(1,244) |
(300) |
- |
13 |
- |
(1,531) |
Other income and expenses, net |
(4,096) |
(620) |
(424) |
(2,753) |
- |
(7,893) |
Income (loss) before net finance expense, results of equity-accounted investments and income taxes |
28,054 |
3,188 |
990 |
(4,678) |
(678) |
26,876 |
Net finance expense |
- |
- |
- |
(15,107) |
- |
(15,107) |
Results of equity-accounted investments |
76 |
(780) |
80 |
(3) |
- |
(627) |
Net income / (loss) before income taxes |
28,130 |
2,408 |
1,070 |
(19,788) |
(678) |
11,142 |
Income taxes |
(9,540) |
(1,084) |
(335) |
7,190 |
232 |
(3,537) |
Net income (loss) for the year |
18,590 |
1,324 |
735 |
(12,598) |
(446) |
7,605 |
Attributable to: |
|
|
|
|
|
|
Shareholders of Petrobras |
18,593 |
1,324 |
682 |
(12,625) |
(446) |
7,528 |
Non-controlling interests |
(3) |
- |
53 |
27 |
- |
77 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
2023 |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Eliminations |
Total |
Sales revenues |
66,880 |
94,868 |
11,109 |
365 |
(70,813) |
102,409 |
Intersegments |
66,113 |
1,404 |
3,285 |
11 |
(70,813) |
− |
Third parties |
767 |
93,464 |
7,824 |
354 |
- |
102,409 |
Cost of sales |
(27,239) |
(85,699) |
(5,685) |
(370) |
70,558 |
(48,435) |
Gross profit (loss) |
39,641 |
9,169 |
5,424 |
(5) |
(255) |
53,974 |
Income (expenses) |
(5,615) |
(4,086) |
(3,384) |
(2,857) |
1 |
(15,941) |
Selling expenses |
(12) |
(2,156) |
(2,838) |
(33) |
1 |
(5,038) |
General and administrative expenses |
(74) |
(327) |
(80) |
(1,113) |
- |
(1,594) |
Exploration costs |
(982) |
- |
- |
- |
- |
(982) |
Research and development expenses |
(569) |
(16) |
(3) |
(138) |
- |
(726) |
Other taxes |
(454) |
(27) |
(49) |
(360) |
- |
(890) |
Impairment (losses) reversals, net |
(2,105) |
(524) |
(81) |
30 |
- |
(2,680) |
Other income and expenses, net |
(1,419) |
(1,036) |
(333) |
(1,243) |
- |
(4,031) |
Income (loss) before net finance expense, results of equity-accounted investments and income taxes |
34,026 |
5,083 |
2,040 |
(2,862) |
(254) |
38,033 |
Net finance expense |
- |
- |
- |
(2,333) |
- |
(2,333) |
Results of equity-accounted investments |
(7) |
(318) |
10 |
11 |
- |
(304) |
Net income / (loss) before income taxes |
34,019 |
4,765 |
2,050 |
(5,184) |
(254) |
35,396 |
Income taxes |
(11,571) |
(1,729) |
(693) |
3,506 |
86 |
(10,401) |
Net income (loss) for the year |
22,448 |
3,036 |
1,357 |
(1,678) |
(168) |
24,995 |
Attributable to: |
|
|
|
|
|
|
Shareholders of Petrobras |
22,453 |
3,036 |
1,286 |
(1,723) |
(168) |
24,884 |
Non-controlling interests |
(5) |
- |
71 |
45 |
- |
111 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
2022 |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Eliminations |
Total |
|
|
|
|
|
|
|
Sales revenues |
77,890 |
113,531 |
15,068 |
511 |
(82,526) |
124,474 |
Intersegments |
76,579 |
1,950 |
3,991 |
6 |
(82,526) |
− |
Third parties |
1,311 |
111,581 |
11,077 |
505 |
- |
124,474 |
Cost of sales |
(30,465) |
(99,154) |
(10,518) |
(522) |
81,173 |
(59,486) |
Gross profit (loss) |
47,425 |
14,377 |
4,550 |
(11) |
(1,353) |
64,988 |
Income (expenses) |
907 |
(3,132) |
(2,965) |
(2,671) |
(13) |
(7,874) |
Selling expenses |
(22) |
(1,841) |
(2,979) |
(76) |
(13) |
(4,931) |
General and administrative expenses |
(46) |
(275) |
(62) |
(949) |
- |
(1,332) |
Exploration costs |
(887) |
- |
- |
- |
- |
(887) |
Research and development expenses |
(678) |
(6) |
(5) |
(103) |
- |
(792) |
Other taxes |
(79) |
(31) |
(44) |
(285) |
- |
(439) |
Impairment (losses) reversals, net |
(1,218) |
(97) |
1 |
(1) |
- |
(1,315) |
Other income and expenses, net |
3,837 |
(882) |
124 |
(1,257) |
- |
1,822 |
Income (loss) before net finance expense, results of equity-accounted investments and income taxes |
48,332 |
11,245 |
1,585 |
(2,682) |
(1,366) |
57,114 |
Net finance expense |
- |
- |
- |
(3,840) |
- |
(3,840) |
Results of equity-accounted investments |
170 |
3 |
83 |
(5) |
- |
251 |
Net income / (loss) before income taxes |
48,502 |
11,248 |
1,668 |
(6,527) |
(1,366) |
53,525 |
Income taxes |
(16,433) |
(3,822) |
(540) |
3,559 |
466 |
(16,770) |
Net income (loss) for the year |
32,069 |
7,426 |
1,128 |
(2,968) |
(900) |
36,755 |
Attributable to: |
|
|
|
|
|
|
Shareholders of Petrobras |
32,073 |
7,426 |
1,038 |
(3,014) |
(900) |
36,623 |
Non-controlling interests |
(4) |
- |
90 |
46 |
- |
132 |
Other income and expenses, net by segment |
2024 |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Total |
Stoppages for asset maintenance and pre-operating expenses |
(2,419) |
(80) |
(98) |
(20) |
(2,617) |
Losses on decommissioning of returned/abandoned areas |
(2,584) |
- |
- |
- |
(2,584) |
Pension and medical benefits - retirees |
- |
- |
- |
(2,196) |
(2,196) |
Losses with legal, administrative and arbitration proceedings |
(386) |
(411) |
(30) |
(169) |
(996) |
Variable compensation programs |
(407) |
(227) |
(47) |
(251) |
(932) |
Operating expenses with thermoelectric power plants |
- |
- |
(221) |
- |
(221) |
Ship/take or pay agreements |
5 |
79 |
132 |
3 |
219 |
Results on disposal/write-offs of assets |
234 |
51 |
18 |
(75) |
228 |
Results from co-participation agreements in bid areas |
259 |
- |
- |
- |
259 |
Others |
1,202 |
(32) |
(178) |
(45) |
947 |
Total |
(4,096) |
(620) |
(424) |
(2,753) |
(7,893) |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Other income and expenses, net by segment |
2023 |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Total |
Stoppages for asset maintenance and pre-operating expenses |
(2,105) |
(21) |
(52) |
(27) |
(2,205) |
Losses on decommissioning of returned/abandoned areas |
(1,195) |
- |
- |
- |
(1,195) |
Pension and medical benefits - retirees |
- |
- |
- |
(1,172) |
(1,172) |
Variable compensation programs |
(416) |
(268) |
(53) |
(274) |
(1,011) |
Losses with legal, administrative and arbitration proceedings |
(300) |
(391) |
(9) |
(97) |
(797) |
Operating expenses with thermoelectric power plants |
- |
- |
(189) |
- |
(189) |
Ship/take or pay agreements |
4 |
40 |
192 |
2 |
238 |
Results from co-participation agreements in bid areas |
284 |
- |
- |
- |
284 |
Results on disposal/write-offs of assets |
1,370 |
(35) |
(48) |
8 |
1,295 |
Others |
939 |
(361) |
(174) |
317 |
721 |
Total |
(1,419) |
(1,036) |
(333) |
(1,243) |
(4,031) |
|
Other income and expenses, net by segment |
2022 |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Total |
Stoppages for asset maintenance and pre-operating expenses |
(1,743) |
(23) |
(31) |
(37) |
(1,834) |
Losses with legal, administrative and arbitration proceedings |
(461) |
(428) |
(72) |
(401) |
(1,362) |
Pension and medical benefits - retirees |
- |
- |
- |
(1,015) |
(1,015) |
Variable compensation programs |
(279) |
(144) |
(36) |
(219) |
(678) |
Losses on decommissioning of returned/abandoned areas |
(225) |
- |
- |
- |
(225) |
Operating expenses with thermoelectric power plants |
- |
- |
(150) |
- |
(150) |
Ship/take or pay agreements |
2 |
32 |
70 |
1 |
105 |
Results on disposal/write-offs of assets |
868 |
100 |
164 |
12 |
1,144 |
Results from co-participation agreements in bid areas |
4,286 |
- |
- |
- |
4,286 |
Others |
1,389 |
(419) |
179 |
402 |
1,551 |
Total |
3,837 |
(882) |
124 |
(1,257) |
1,822 |
|
|
|
|
|
|
The amount of depreciation, depletion and amortization
by segment is set forth as follows:
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Total |
|
|
2024 |
9,292 |
2,495 |
557 |
135 |
12,479 |
2023 |
10,230 |
2,410 |
525 |
115 |
13,280 |
2022 |
10,415 |
2,248 |
448 |
107 |
13,218 |
|
|
|
|
|
|
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 13.2. | Assets by operating segment |
|
Exploration and Production (E&P) |
Refining, Transportation & Marketing (RT&M) |
Gas and Low Carbon Energies (G&LCE) |
Corporate and other businesses |
Elimina-tions |
Total |
|
|
|
|
|
|
|
Consolidated assets by operating segment - 12.31.2024 |
|
|
|
|
|
|
|
Current assets |
2,697 |
9,017 |
379 |
13,923 |
(4,180) |
21,836 |
Non-current assets |
122,854 |
18,708 |
4,881 |
13,366 |
− |
159,809 |
Long-term receivables |
7,056 |
2,217 |
91 |
11,246 |
− |
20,610 |
Investments |
299 |
114 |
182 |
64 |
− |
659 |
Property, plant and equipment |
113,761 |
16,257 |
4,541 |
1,726 |
− |
136,285 |
Operating assets |
91,895 |
14,828 |
3,936 |
1,242 |
− |
111,901 |
Under construction |
21,866 |
1,429 |
605 |
484 |
− |
24,384 |
Intangible assets |
1,738 |
120 |
67 |
330 |
− |
2,255 |
Total Assets |
125,551 |
27,725 |
5,260 |
27,289 |
(4,180) |
181,645 |
|
|
|
|
|
|
|
Consolidated assets by operating segment - 12.31.2023 |
|
|
|
|
|
|
|
Current assets |
2,804 |
11,002 |
370 |
23,547 |
(5,278) |
32,445 |
Non-current assets |
136,064 |
23,800 |
6,406 |
18,352 |
− |
184,622 |
Long-term receivables |
9,028 |
2,068 |
83 |
15,619 |
− |
26,798 |
Investments |
344 |
811 |
145 |
58 |
− |
1,358 |
Property, plant and equipment |
124,254 |
20,786 |
6,101 |
2,283 |
− |
153,424 |
Operating assets |
108,405 |
18,128 |
3,605 |
1,770 |
− |
131,908 |
Under construction |
15,849 |
2,658 |
2,496 |
513 |
− |
21,516 |
Intangible assets |
2,438 |
135 |
77 |
392 |
− |
3,042 |
Total Assets |
138,868 |
34,802 |
6,776 |
41,899 |
(5,278) |
217,067 |
Accounting policy for operating
segments
The information related to the Company’s
operating segments is prepared based on available financial information directly attributable to each segment, or items that can be allocated
to each segment on a reasonable basis. This information is presented by business activity, as used by the Company’s Board of Executive
Officers (Chief Operating Decision Maker – CODM) in the decision-making process of resource allocation and performance evaluation.
The measurement of segment results includes transactions
carried out with third parties, including associates and joint ventures, as well as transactions between operating segments. Transfers
between operating segments are recognized at internal transfer prices derived from methodologies that considers market parameters and
are eliminated only to provide reconciliations to the consolidated financial statements.
The Company's business segments disclosed separately
are:
Exploration and Production (E&P): this
segment covers the activities of exploration, development and production of crude oil, NGL (natural gas liquid) and natural gas in Brazil
and abroad, for the primary purpose of supplying its domestic refineries. The E&P segment also operates through partnerships with
other companies and includes holding interest in foreign entities operating in this segment.
As an energy Company with a focus on oil and gas,
intersegment sales revenue refers mainly to oil transfers to the Refining, Transportation and Marketing segment, aiming to supply the
Company's refineries and meet the domestic demand for oil products. These transactions are measured by internal transfer prices based
on international oil prices and their respective exchange rate impacts, taking into account the specific characteristics of the transferred
oil stream.
In addition, the E&P segment revenues include
transfers of natural gas to the natural gas processing plants within Gas and Low Carbon Energies segment. These transactions are measured
at internal transfer prices based on the international prices of this commodity.
Revenue from sales to third parties mainly reflects
services rendered relating to E&P activities, sales of the E&P’s natural gas processing plants, as well as the oil and natural
gas operations carried out by subsidiaries abroad.
Refining, Transportation and Marketing (RT&M):
this segment covers the refining, logistics, transport, acquisition and exports of crude oil, as well as trading of oil products, in Brazil
and abroad. This segment also includes the petrochemical operations (which comprehends holding interests in petrochemical companies in
Brazil), and fertilizer production.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
This segment carries out the acquisition of crude
oil from the E&P segment, imports oil for refinery slate, and acquires oil products in international markets taking advantage of the
existing price differentials between the cost of processing domestic oil and that of importing oil products. This segment also performs
the acquisition of natural gas from the G&LCE segment.
Intersegment revenues primarily reflect the sale
of oil products to the distribution business at market prices and the operations for the G&LCE and E&P segments at internal transfer
price.
Revenues from sales to third parties primarily
reflect the trading of oil products in Brazil and the export and trade of oil and oil products by foreign subsidiaries.
Gas and Low Carbon Energies (G&LCE):
this segment covers the activities of logistic and trading of natural gas and electricity, the transportation and trading of liquefied
natural gas (LNG), the generation of electricity by means of thermoelectric power plants, as well as natural gas processing. It also includes
renewable energy businesses, low carbon services (carbon capture, utilization and storage) and the production of biodiesel and its co-products.
Intersegment revenues primarily reflect the transfers
of natural gas processed, liquefied petroleum gas (LPG) and NGL to the RT&M segment. These transactions are measured at internal transfer
prices.
This segment purchases national natural gas from
the E&P segment, from partners and third parties, imports natural gas from Bolivia and LNG to meet national demand.
Revenues from sales to third parties primarily reflect
natural gas processed to distributors and to free consumers, as well as generation and trading of electricity.
Corporate and other businesses: comprise
items that cannot be attributed to business segments, including those with corporate characteristics, in addition to distribution business.
Corporate items mainly include those related to corporate financial management, trade and other receivables, allowance for credit losses,
gains (losses) with derivatives (except those with commodity derivatives included in their respective segments), corporate overhead and
other expenses, including actuarial expenses related to pension and health care plans for beneficiaries. Other businesses include the
distribution of oil products abroad (South America).
| 14. | Trade and other receivables |
| 14.1. | Trade and other receivables |
|
12.31.2024 |
12.31.2023 |
Receivables from contracts with customers |
|
|
Third parties |
3,779 |
6,038 |
Related parties |
|
|
Investees (note 34.1) |
117 |
140 |
Subtotal |
3,896 |
6,178 |
Other trade receivables |
|
|
Third parties |
|
|
Receivables from divestments and Transfer of Rights Agreement |
1,677 |
2,162 |
Lease receivables |
298 |
352 |
Other receivables |
592 |
627 |
Related parties |
|
|
Petroleum and alcohol accounts - receivables from Brazilian Federal Government |
− |
278 |
Subtotal |
2,567 |
3,419 |
Total trade and other receivables, before ECL |
6,463 |
9,597 |
Expected credit losses (ECL) - Third parties |
(1,639) |
(1,613) |
Expected credit losses (ECL) - Related parties |
(2) |
(2) |
Total trade and other receivables |
4,822 |
7,982 |
Current |
3,566 |
6,135 |
Non-current |
1,256 |
1,847 |
|
Trade and other receivables are generally classified
as measured at amortized cost, except for receivables with final prices linked to changes in commodity price after their transfer of control,
which are classified as measured at fair value through profit or loss, amounting to US$ 416 as of December 31, 2024 (US$ 503 as of
December 31, 2023).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The balance of receivables from divestment and
Transfer of Rights Agreement is mainly related to the earnout of the Sépia and Atapu fields, totaling US$ 508 (US$ 611
as of December 31, 2023), from the sale of the Roncador field, totaling US$ 353 (US$ 360 as of December 31, 2023), the Potiguar
cluster, totaling US$ 217 (US$ 265 as of December 31, 2023); and the Albacora Leste field, totaling US$ 174 (US$ 60
as of December 31, 2023).
On June 26, 2024, the second and final installment
of the judicialized debts with the Brazilian Federal Government (precatórios), arising from of Petroleum and Alcohol Account,
was released to the Company and immediately deposited in guarantee of a tax lawsuit. The deposit amounts to US$ 224 as of December
31, 2024.
In 2024, the average term for trade receivables
from third parties in the domestic market is approximately 2 days (same term in 2023) for the sale of derivatives and 20 to 27 days for
the sale of crude oil (same term as in 2023). Fuel oil exports have an average receipt term between 11 and 15 days, while oil exports
have a term between 9 and 13 days (in 2023, exports have average terms ranging from 11 days to 14 days for fuel oil and from 8 to 12 days
for oil).
| 14.2. | Aging of trade and other receivables
– third parties |
|
12.31.2024 |
12.31.2023 |
|
Trade and other receivables |
Expected credit losses |
Trade and other receivables |
Expected credit losses |
Current |
4,513 |
(168) |
6,948 |
(34) |
Overdue: |
|
|
|
|
1-90 days (1) |
213 |
(75) |
472 |
(43) |
91-180 days |
63 |
(23) |
19 |
(10) |
181-365 days |
30 |
(18) |
63 |
(57) |
More than 365 days |
1,527 |
(1,355) |
1,677 |
(1,469) |
Total |
6,346 |
(1,639) |
9,179 |
(1,613) |
(1) On January 10, 2024, Petrobras received US$ 298 from Carmo Energy as the last installment relating to the sale of the Carmópolis cluster, which was due on December 20, 2023. |
| 14.3. | Provision for expected credit
losses – third parties and related parties |
Changes |
12.31.2024 |
12.31.2023 |
Opening balance |
1,615 |
1,536 |
Additions |
328 |
170 |
Write-offs |
(12) |
(66) |
Reversals |
(62) |
(94) |
Translation adjustment |
(228) |
69 |
Closing balance |
1,641 |
1,615 |
Current |
305 |
285 |
Non-current |
1,336 |
1,330 |
Accounting policy for
trade and other receivables
Trade and other receivables are generally classified
at amortized cost, except for certain receivables classified at fair value through profit or loss, whose cash flows are distinct from
the receipt of principal and interest, including receivables with final prices linked to changes in commodity price after their transfer
of control.
When the Company is the lessor in a finance lease,
a receivable is recognized at the amount of the net investment in the lease, consisting of the lease payments receivable and any unguaranteed
residual value accruing to the Company, discounted at the interest rate implicit in the lease.
The Company measures expected credit losses (ECL)
for short-term trade receivables using a provision matrix which is based on historical observed default rates adjusted by current and
forward-looking information when applicable and available without undue cost or effort.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
ECL is the weighted average of historical credit
losses with the respective default risks, which may occur according to the weightings. The credit loss on a financial asset is measured
by the difference between all contractual cash flows due to the Company and all cash flows the Company expects to receive, discounted
at the original effective interest rate.
The Company measures the allowance for ECL of other
trade receivables based on their 12-month expected credit losses unless their credit risk increases significantly since their initial
recognition, in which case the allowance is based on their lifetime ECL.
When determining whether there has been a significant
increase in credit risk, the Company compares the risk of default on initial recognition and at the reporting date.
Regardless of the assessment of credit risk, a
30-day period of default triggers the definition of significant increase in credit risk on a financial asset, unless otherwise demonstrated
by reasonable and supportable information, such as the existence of contractual or financial guarantees, which have the potential to influence
credit risk, thus affecting the application of the risk matrix percentages.
The Company assumes that the credit risk on the
trade receivable has not increased significantly since initial recognition if the receivable is considered to have low credit risk at
the reporting date. Low credit risk is determined based on external credit ratings or internal methodologies.
In the absence of controversy or other issues that
may result in the suspension of collection, the Company assumes that a default occurs whenever the counterparty does not comply with the
legal obligation to pay its debts when due or, depending on the instrument, when it is at least 90 days past due.
|
12.31.2024 |
12.31.2023 |
Crude oil |
2,645 |
3,375 |
Oil products |
2,161 |
2,196 |
Intermediate products |
424 |
635 |
Natural gas and Liquefied Natural Gas (LNG) |
101 |
78 |
Biofuels |
22 |
13 |
Fertilizers |
1 |
1 |
Total products |
5,354 |
6,298 |
Materials, supplies and others |
1,356 |
1,383 |
Total |
6,710 |
7,681 |
Crude oil can be traded or used for production
of oil products.
Oil products mainly include diesel, gasoline, jetfuel
and naphta, and are generally traded.
Intermediate products are those product streams
that have been through at least one of the refining processes, but still need further treatment, processing or converting to be available
for sale.
Natural gas is initially processed, and its derivatives
are subsequently traded or transferred to thermoelectric power plants and refineries, while LNG can be traded or converted to natural
gas.
Biofuels mainly include ethanol and biodiesel inventories.
Materials, supplies and others mainly comprise
production supplies and operating materials used in the operations of the Company, stated at the average purchase cost, not exceeding
replacement cost.
In 2024, the Company recognized a US$ 42
reversal of cost of sales, adjusting inventories to net realizable value (a US$ 7 reversal of cost of sales in 2023), primarily due
to changes in international prices of crude oil and oil products.
At December 31, 2024, the Company had pledged crude
oil and oil products volumes as collateral for the Term of Financial Commitment (TFC) related to Pension Plans PPSP-R, PPSP-R Pre-70 and
PPSP-NR Pre-70 signed by Petrobras and Fundação Petrobras de Seguridade Social – Petros Foundation in 2008,
in the estimated amount of US$ 761 (US$ 986 at December 31, 2023).
Accounting policy for inventories
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Inventories are determined by the weighted average
cost method adjusted to the net realizable value when it is lower than their carrying amount.
Net realizable value is the estimated selling price
of inventory in the ordinary course of business, less estimated cost of completion and estimated expenses to complete its sale, considering
the purpose for which the inventories are held. Inventories with identifiable sales contracts have a net realizable value based on the
contracted price, as, for example, in offshore operations (without physical tanking, with loading onto the ship and direct unloading at
the customer) or auctions. Other items in inventory have a net realizable value based on general selling prices, considering the most
reliable evidence available at the time of the estimate.
The net realizable value of inventories is determined
by grouping similar items with the same characteristic or purpose. Changes in sales prices after the reporting date of the financial statements
are considered in the calculation of the net realizable value if they confirm the conditions existing on that reporting date.
|
12.31.2024 |
12.31.2023 |
Third parties in Brazil |
3,657 |
3,624 |
Third parties abroad |
2,409 |
1,176 |
Related parties |
16 |
13 |
Total |
6,082 |
4,813 |
|
|
|
Forfaiting
The Company has a program to encourage the development
of the oil and gas production chain called “Mais Valor” (More Value), operated by a partner company on a 100% digital
platform.
By using this platform, the suppliers who want
to anticipate their receivables may launch a reverse auction, in which the winner is the financial institution which offers the lowest
discount rate. The financial institution becomes the creditor of invoices advanced by the supplier, and Petrobras pays the invoices on
the same date and under the conditions originally agreed with the supplier.
Invoices are advanced in the “Mais Valor”
program exclusively at the discretion of the suppliers and do not change the terms, prices and commercial conditions contracted by Petrobras
with such suppliers, as well as it does not add financial charges to the Company, therefore, the classification is maintained as Trade
payables in Statements of Cash Flows (Cash flows from operating activities).
As of December 31, 2024, the balance advanced by
suppliers, within the scope of the program, is US$ 134 (US$ 110 as of December 31, 2023) and has a payment term from 7 to 92
days and a weighted average term of 58 days (payment term from 7 to 92 days and a weighted average term of 57 days in 2023), after the
contracted commercial conditions have been met.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Current taxes
|
Current assets |
Current liabilities |
Non-current liabilities |
|
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
Taxes in Brazil |
|
|
|
|
|
|
Income taxes (1) |
405 |
199 |
698 |
989 |
330 |
− |
Income taxes - Tax settlement programs |
− |
− |
49 |
58 |
200 |
299 |
|
405 |
199 |
747 |
1,047 |
530 |
299 |
Taxes abroad |
6 |
19 |
653 |
253 |
− |
− |
Total |
411 |
218 |
1,400 |
1,300 |
530 |
299 |
(1) It includes uncertain tax treatments (see note 17.1). |
|
|
|
|
|
|
Income taxes are calculated based on a 15% rate
plus additional 10% on the taxable income for the IRPJ, and 9% on taxable income for the CSLL, considering the offset of tax loss carryforwards
and negative basis of the CSLL, limited to 30% of the taxable income of the year. As of 2015, due to the release of Law No. 12,973/2014,
the net income obtained abroad by a direct or indirect subsidiary, or by an associated company, adjusted by dividends and by the result
of equity accounted investments, multiplied by the income taxes rates existing in Brazil, comprise the income taxes expenses.
Income taxes assets refer mainly to tax credits
resulting from the monthly process for estimation and payment of income taxes, in addition to the negative balance of IRPJ and CSLL related
to 2017, 2018, 2019 and 2021. Income taxes within current liabilities refer to the current portion of IRPJ and CSLL to be paid.
Tax settlement programs mainly relate to a notice
of deficiency issued by the Brazilian Federal Revenue Service due to the treatment of expenses arising from the Terms of Financial Commitment
(TFC). These amounts are deductible in determining taxable profit for the calculation of income taxes. The payment term
is 145 monthly installments, indexed by the Selic interest rate, as of January 2018.
Reconciliation between statutory
income tax rate and effective income tax rate
The following table provides the reconciliation
of Brazilian statutory tax rate to the Company’s effective rate on income before income taxes:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
2024 |
2023 |
2022 |
Net income before income taxes |
11,142 |
35,396 |
53,525 |
Nominal income taxes computed based on Brazilian statutory corporate tax rates (34%) |
(3,787) |
(12,036) |
(18,197) |
Adjustments to arrive at the effective tax rate: |
|
|
|
Tax benefits from the deduction of interest on capital distributions |
1,319 |
1,329 |
1,234 |
Different jurisdictional tax rates for companies abroad |
969 |
579 |
822 |
Brazilian income taxes on income of companies incorporated outside Brazil (1) |
(502) |
(530) |
(763) |
Tax incentives |
101 |
303 |
187 |
Effects of the global minimum tax |
(91) |
- |
- |
Internal transfer prices adjustments for operations between related parties abroad (2) |
(92) |
- |
- |
Tax loss carryforwards (unrecognized tax losses) (3) |
93 |
23 |
221 |
Enrollment in the tax settlement program (4) |
(145) |
- |
- |
Post-employment benefits (5) |
(1,280) |
(348) |
(394) |
Results of equity-accounted investments in Brazil and abroad |
(233) |
(88) |
87 |
Non-incidence of income taxes on indexation (SELIC interest rate) of undue paid taxes |
113 |
54 |
33 |
Others |
(2) |
313 |
- |
Income taxes |
(3,537) |
(10,401) |
(16,770) |
Deferred income taxes |
4,046 |
(876) |
(906) |
Current income taxes |
(7,583) |
(9,525) |
(15,864) |
Effective tax rate of income taxes |
31.7% |
29.4% |
(31.3)% |
(1) It relates to Brazilian income taxes on earnings of offshore investees, as established by Law No. 12,973/2014. |
(2) Law 14,596/23 effective as of January 1, 2024. |
|
|
|
(3) In 2024, Petrobras recognized a tax loss and a negative basis of the CSLL of a subsidiary in the amount of US$ 53, within the scope of the incentivized self-regulation program for taxes administered by the Federal Revenue of Brazil (Law No. 14.740/23 and RFB Normative Instruction No. 2.168/23), to settle a debt amounting to US$ 112, with a US$ 59 down payment. |
(4) It arises from non-deductible expenses with fines related to the enrollment to the tax settlement program. For more information, see note 17.3. |
(5) It includes uncertain tax treatments (see note 17.1.1). |
Deferred income taxes - non-current
The changes in the deferred income taxes are presented
as follows:
|
2024 |
2023 |
Opening balance |
(9,945) |
(5,918) |
Recognized in the statement of income for the period |
4,046 |
(876) |
Recognized in shareholders’ equity |
3,920 |
(2,559) |
Translation adjustment |
1,439 |
(602) |
Use of tax loss carryforwards |
(6) |
- |
Others |
(2) |
10 |
Closing balance |
(548) |
(9,945) |
|
The composition of deferred tax assets and liabilities
is set out in the following table:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Nature |
Realization basis |
12.31.2024 |
12.31.2023 |
PP&E - Exploration and decommissioning costs |
Depreciation, amortization and write-offs of assets |
(6,286) |
(6,296) |
PP&E - Impairment |
Amortization, impairment reversals and write-offs of assets |
3,462 |
4,203 |
PP&E - Right-of-use assets |
Depreciation, amortization and write-offs of assets |
(8,518) |
(9,369) |
PP&E - depreciation methods and capitalized borrowing costs |
Depreciation, amortization and write-offs of assets |
(16,043) |
(18,784) |
Loans, trade and other receivables / payables and financing |
Payments, receipts and considerations |
2,636 |
(2,479) |
Leasings |
Appropriation of the considerations |
10,829 |
9,240 |
Provision for decommissioning costs |
Payments and use of provisions |
9,118 |
8,010 |
Provision for legal proceedings |
Payments and use of provisions |
818 |
954 |
Tax loss carryforwards |
Taxable income compensation |
976 |
1,140 |
Inventories |
Sales, write-downs and losses |
424 |
411 |
Employee Benefits |
Payments and use of provisions |
1,191 |
2,036 |
Others |
|
845 |
989 |
Total |
|
(548) |
(9,945) |
Deferred tax assets |
|
922 |
965 |
Deferred tax liabilities |
|
(1,470) |
(10,910) |
Timing of reversal of deferred
income taxes
Deferred tax assets were recognized based on projections
of taxable profit in future periods supported by the assumptions within the Company’s Business Plan 2025-2029, whose pillars are
the preservation of financial strength, financial and environment resilience of projects, and focus on value creation.
Management considers that the deferred tax assets
will be realized to the extent the deferred tax liabilities are reversed and expected taxable events occur based on its Business Plan
2025-2029.
The estimated schedule of recovery/reversal of
net deferred tax assets and liabilities as of December 31, 2024 is set out in the following table:
|
Assets |
Liabilities |
2025 |
125 |
(635) |
2026 |
53 |
(1,070) |
2027 |
56 |
(809) |
2028 |
76 |
685 |
2029 |
64 |
705 |
2030 and thereafter |
548 |
2,594 |
Recognized deferred tax assets |
922 |
1,470 |
In addition, the Company has tax loss carryforwards
arising from offshore subsidiaries, for which no deferred taxes were recognized.
|
|
Assets |
|
12.31.2024 |
12.31.2023 |
Brazil |
4 |
368 |
Abroad |
635 |
780 |
Unrecognized deferred tax assets |
639 |
1,148 |
These unrecognized deferred tax assets arise mainly
from subsidiaries operating in the oil and gas exploration and production and refining activities in the United States.
An aging of the unrecognized deferred tax assets
from companies abroad is set out below:
|
2026-2029 |
2030-2032 |
2033-2035 |
2036-2038 |
Undefined expiration |
Total |
Unrecognized deferred tax assets |
14 |
147 |
292 |
130 |
52 |
635 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 17.1.1. | Uncertain tax treatments on income
taxes |
As of December 31, 2024, the Company has US$ 767
(US$ 330 as of December 31, 2023) of uncertain tax treatments, provisioned in the statement of financial position, mainly related
to the deduction of amounts paid in the basis of calculation of income taxes in Brazil, as well as to the incidence of Corporate Income
Tax (CIT) on transactions abroad, related to judicial and administrative proceedings. In addition, the Company has US$ 5,395 of uncertain
tax treatments (US$ 6,982 as of December 31, 2023), unprovisioned, in Brazil and abroad, on income taxes related to judicial and
administrative proceedings (see note 19.3).
As of December 31, 2024, the Company has other
positions that can be considered as uncertain tax treatments on income taxes amounting to US$ 4,274 (US$ 4,063 as of December
31, 2023), given the possibility of different interpretation by the tax authority. These uncertain tax treatments are supported by technical
assessments and tax risk assessment methodology. Therefore, Petrobras believes that such positions are likely to be accepted by the tax
authorities (including judicial courts).
Thus, as of December 31, 2024, the total amount
of uncertain tax treatments amounts to US$ 10,436 (US$ 11,375 as of December 31, 2023), for which Petrobras will continue to defend
its position.
Accounting policy for income
taxes
The Company calculates income taxes in accordance
with current legislation and applying the rates in effect at the end of reporting period. Income taxes expense for the period are recognized
in the statement of income of the period, except when the tax arises from a transaction or event which is recognized directly in equity.
Current income taxes are offset when they relate
to income taxes levied on the same taxable entity and by the same tax authority, when there is a legal right and the entity has the intention
to set off current tax assets and current tax liabilities, simultaneously.
Uncertain tax treatments are periodically assessed,
considering the probability of acceptance by the tax authority.
Deferred income taxes are generally recognized
on temporary differences between the tax base of an asset or liability and its carrying amount. They are measured at the tax rates that
are provided for in the specific legislation to apply to the period when the asset is realized or the liability is settled.
Deferred tax assets and liabilities are recognized
for all deductible temporary differences and carryforward of unused tax losses or credits to the extent that it is probable that taxable
profit will be available against which those deductible temporary differences can be utilized. When there are insufficient taxable temporary
differences relating to the same taxation authority and the same taxable entity, a deferred tax is recognized to the extent that it is
probable that the entity will have sufficient taxable profit in future periods, based on projections approved by management and supported
by the Company’s Strategic Plan.
Deferred tax assets and liabilities are offset
when they relate to income taxes levied on the same taxable entity, when a legally enforceable right to set off current tax assets and
current tax liabilities exists and when the deferred tax assets and deferred tax liabilities relate to taxes levied by the same tax authority
on the same taxable entity.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Current assets |
Non-current assets |
Current liabilities |
Non-current liabilities (1) |
|
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
Taxes in Brazil |
|
|
|
|
|
|
|
|
Current / Non-current ICMS (VAT) |
461 |
592 |
599 |
607 |
916 |
1,032 |
− |
− |
Current / Non-current PIS and COFINS (2) |
1,043 |
304 |
2,044 |
2,876 |
373 |
265 |
134 |
141 |
Claim to recover PIS and COFINS |
− |
− |
590 |
733 |
− |
− |
− |
− |
Production taxes |
− |
− |
− |
− |
1,509 |
2,094 |
87 |
145 |
Withholding income taxes |
− |
− |
− |
− |
294 |
272 |
− |
− |
Others |
45 |
58 |
344 |
290 |
169 |
443 |
80 |
90 |
Total in Brazil |
1,549 |
954 |
3,577 |
4,506 |
3,261 |
4,106 |
301 |
376 |
Taxes abroad |
6 |
6 |
24 |
10 |
23 |
60 |
− |
− |
Total |
1,555 |
960 |
3,601 |
4,516 |
3,284 |
4,166 |
301 |
376 |
(1) Other non-current taxes are classified within other non-current liabilities in the statement of financial position. |
(2) At December 31, 2024, current assets comprises deferred PIS and COFINS amounts reclassified from non-current assets, as well as tax credits arising from the enrollment to the tax settlement program (see note 17.3). |
Current and non-current ICMS (VAT) credits arise
from requests for extemporaneous and overpaid tax, offset in accordance with the legislation of each state. They also arise on the acquisition
of assets for property, plant and equipment, which are offset in a straight line over 4 years.
Current and non-current PIS/COFINS credits mainly
refer to the acquisition of goods and services for assets under construction, since their use is permitted only after these assets enter
into production. These credits also refer to extemporaneous tax credits requested to the Brazilian Federal Revenue Service from 2017 to
2024, for which the Company has been filing lawsuits to speed up the analysis by the Brazilian Federal Revenue Service, of which the amount
of US$ 62 was allowed and used in the basis of calculation of PIS and COFINS for 2024.
Production taxes are financial compensation due
by companies that explore and produce oil and natural gas in Brazilian territory. They are composed of royalties, special participations,
signature bonuses and payment for retention or occupation of area. They include the amounts referring to an agreement with the ANP to
close a legal proceeding involving the recalculation of royalties and special participations relating to oil production in the Jubarte
field, from August 2009 to February 2011 and from December 2012 to February 2015.
Claim to recover PIS and COFINS
The Company filed civil lawsuits against the Brazilian
Federal Government, claiming to recover PIS and COFINS paid over finance income and foreign exchange variation gains, from February 1999
to January 2004.
The court granted to the Company, in all the lawsuits,
the definitive right to recover those taxes. Regarding two actions relating to Petroquisa, a former subsidiary that had been incorporated
by the Company, the corresponding amounts were paid by the Brazilian Federal Government in previous years. In relation to the two remaining
cases, both had rulings by the court favorable to the Company and, in one of them, the Brazilian Federal Government has already expressed
its agreement and there was a decision in favor of the Company, still subject to appeal. Regarding the other lawsuit, there is no court
decision at this point.
| 17.3. | Enrollment to the tax settlement
program |
In June 2024, Petrobras enrolled to a Transaction
Notice published in the same month by the Attorney General's Office of the Brazilian National Treasury (PGFN) and the Brazilian Federal
Revenue (RFB), for the settlement of relevant litigation related to the taxation of remittances abroad, arising from the bipartition of
the legal transaction agreed in a chartering contract for vessels and platforms, and in another contract for services.
The Transaction Notice provided for the settlement
of debts under dispute relating to the taxation of CIDE, PIS and COFINS, from 2008 to 2013, whose updated amount on June 28, 2024, date
of the enrollment, was US$ 8,087. For more information on the balance of the contingent liability related to the taxation of remittances
abroad, which includes the debts relating to the taxation of CIDE, PIS and COFINS, see note 19.3.
The enrollment to this program brings economic
benefits, as continuing the discussions would require further financial effort to provide and maintain judicial guarantees related to
the Negotiated Legal Proceeding (NJP) agreed with the PGFN, in addition to other procedural costs and expenses.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The Transaction Notice provided for a 65% discount
on the debt in Brazilian reais, after the conversion of related judicial deposits into definitive payment. Therefore, on the enrollment
date, the Company recognized a US$ 3,571 liability in the statement of financial position, within other taxes payable, relating to
CIDE, PIS, and COFINS. The settlement of this tax liability is defined as follows:
|
12.31.2024 |
Enrollment to the program |
3,571 |
Use of judicial deposits |
(1,197) |
Use of tax credits |
(233) |
Indexation to the Selic interest rate |
47 |
Down payment and monthly installments |
(2,154) |
Translation adjustment |
(34) |
Balance at December 31, 2024 |
− |
As part of this tax transaction is related to projects
in which the Company operates in partnership in E&P consortia, Petrobras started negotiations with its partners for the reimbursement
of the corresponding amounts to their respective interests, in the expected amount of US$ 476, which were recognized and received
in 2024.
Effects or the tax transaction
in the statement of income
|
Jan-Dec/2024 |
Principal and fines |
1,640 |
Indexation to the SELIC interest rate as of the enrollment |
2,043 |
Total debt enrolled in the tax settlement program (1) |
3,683 |
PIS and COFINS tax credits after enrolling the program (2) |
(538) |
Use of tax loss carryforwards |
(240) |
Indexation to the Selic interest rate of Judicial deposits, taxes over tax credits and others |
289 |
Income taxes (3) |
(932) |
Effect in the statement of income |
2,262 |
Reimbursements approved by partners in joint ventures until December 31, 2024 |
(476) |
Income taxes (3) |
143 |
Total effect on the statement of income |
1,929 |
Other taxes |
669 |
Net finance income (expense) |
2,050 |
Income taxes |
(789) |
Total effect on the statement of income |
1,930 |
(1) Amounts differ from the previous table due to different exchange rates on translation of liabilities (closing exchange rate) and income and expenses (average exchange rate). |
(2) It arises from the debts included in the tax transaction, after discount applied, as provided for in the transaction notice, recognized in the statement of financial position, within other recoverable taxes, and used in the calculation of these taxes for January and February 2025. |
(3) Tax effects resulting from the tax transaction. |
| 17.4. | Global Minimum Tax (Pillar II) |
In December 2021, the Organization for Economic
Cooperation and Development (OECD) released the Pillar II model rules to ensure that multinationals companies with annual revenues exceeding
€750 million pay a minimum 15% tax on income in each jurisdiction where they operate (Global Minimum Tax).
The Pillar II provides that, if the Parent Entity
is located in a jurisdiction that has not implemented these set of rules, this tax will be levied on the next entity in the organizational
structure (Intermediate Parent Entity) located in a jurisdiction that has implemented it, following a top-down approach.
The Netherlands and Spain enacted new tax legislation
to implement the Pillar II rules, effective January 2024. Singapore also implemented it, effective January 2025.
Brazil has implemented the Domestic Minimum Top-up
Tax, effective January 2025, known as "additional to CSLL", applicable only to Brazilian companies. Petrobras is in the process
of assessing if there is any exposure arising from this legislation and expects to complete the assessment during 2025.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Considering that, in 2024, Brazil had not implemented
any Top-up tax legislation and following the top-down approach, Petrobras was subject to the Top-up Tax through its Intermediate Parent
Entity, Petrobras International Braspetro B.V. (PIBBV), based in the Netherlands. Thus, in 2024, a US$ 94 Top-up expense was recognized
within income taxes, related to the Netherlands jurisdiction, where the effective tax rate did not reach the minimum 15% threshold provided
for the Pillar II legislation. No material tax liability is expected in the other jurisdictions where the PIBBV has investments.
Petrobras applied the temporary relief of deferred
tax assets or liabilities arising from this new taxation, permitted by the amendments to the IAS 12 - Income taxes. Accordingly,
the Top-up income taxes are recognized as current income taxes when incurred, without recognizing deferred tax assets or liabilities related
to the Pillar II.
Employee benefits are all forms of consideration
given by the Company in exchange for service rendered by employees or for the termination of employment. It also includes expenses with
directors and management. Such benefits include salaries, post-employment benefits, termination benefits and other benefits.
|
12.31.2024 |
12.31.2023 |
Liabilities |
|
|
Short-term employee benefits |
1,517 |
1,986 |
Termination benefits |
72 |
143 |
Post-employment benefits |
11,398 |
16,382 |
Total |
12,987 |
18,511 |
Current |
2,315 |
2,932 |
Non-current |
10,672 |
15,579 |
| 18.1. | Short-term employee benefits |
|
12.31.2024 |
12.31.2023 |
Profit sharing |
384 |
605 |
Performance award program |
349 |
464 |
Accrued vacation |
519 |
574 |
Salaries and related charges and other provisions |
265 |
343 |
Total |
1,517 |
1,986 |
Current |
1,486 |
1,944 |
Non-current (1) |
31 |
42 |
(1) Remaining balance relating to the four-year deferral of the PPP portion of executive officers and the upper management. |
The Company recognized the following amounts
in the statement of income:
Expenses recognized in the statement of income |
2024 |
2023 |
2022 |
Salaries, accrued vacations and related charges |
(3,652) |
(3,478) |
(3,006) |
Management fees and charges |
(14) |
(14) |
(14) |
Variable compensation programs (1) |
(932) |
(1,011) |
(678) |
Performance award program (2) |
(468) |
(416) |
(547) |
Profit sharing (2) |
(464) |
(595) |
(131) |
Total |
(4,598) |
(4,503) |
(3,698) |
(1) It includes adjustments to provisions related to previous years. |
|
(2) Amount recognized as other income and expenses - see note 11. |
|
| 18.1.1. | Variable compensation programs |
The Company recognizes the contribution of employees
to the results achieved through two programs: Profit sharing and results sharing and Performance award program.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
For 2024, the variable compensation programs are
limited to 5% of the adjusted EBITDA.
Profit Sharing (Participações
nos lucros ou resultados - PLR)
Profit sharing (PLR) is a variable remuneration
mechanism that aims to share the Company's results with its employees. From 2023, considering the change implemented in the Company's
variable compensation programs, the PLR also included employees with managerial functions, becoming the main variable compensation program
of the Company.
For the payment of PLR (approved by the Secretariat
of Management and Governance of State-owned Companies - SEST), the Company needs to meet the following triggers:
| • | Declaration
and payment of distribution to shareholders approved by the Company’s Board of Directors; |
| • | Net
income for the year and achieving at least 80% of the weighted average of a set of proposed indicators; |
| • | The
total amount is limited to the lower of 6.25% of the net income and to 25% of the dividends distributed to shareholders. In 2024, the
PLR calculated corresponded to 6.19% of the net income of the year, according to the average percentage of achievement of the indicators. |
In relation to the PLR, in 2024, the Company:
| • | Settled
US$ 577, considering the agreement and individual limits according to their remuneration. |
| • | Provisioned
US$ 464 referring to 2024 (US$ 591 in 2023), recorded in other income and expenses. |
Performance award program
(Programa de Prêmio por Desempenho - PRD)
The PRD intends to recognize the effort and individual
performance of each employee to achieve the Company’s results. The amounts to be paid to each employee continues to be defined by
the achievement of the key metrics (which currently are Delta Valor Petrobras - VALOR, Greenhouse Gas Emissions Target Achievement Indicator
- IAGEE, and Indicator of Commitment to the Environment - ICMA) and of the individual goals (performance management score for all employees,
with exception of executive managers, for whom the scorecard of their respective departments will be considered).
The PRD establishes that, in order to trigger this
payment, it is necessary to have a declaration and payment of distribution to shareholders approved by the Company’s Board of Directors,
as well as net income for the year. The total amount is limited to a percentage of the net income or the Adjusted EBITDA for the year
(a non-GAAP measure defined as net income plus net finance income (expense); income taxes; depreciation, depletion and amortization; results
in equity-accounted investments; impairment of assets; results on disposal/write-offs of assets; and results from co-participation agreements
in bid areas). This program was revised in 2023, replacing the Programa de Prêmio por Performance (PPP), to complement the
PLR.
In relation to the PRD, in 2024, the Company:
| · | Settled US$ 498, of which US$ 412 in relation
to 2023, since the metrics relating to the Company’s and individual performance were achieved in that year, and US$ 86 as an advance
made in December 2024 relating to the program for 2024; |
| · | Provisioned US$ 468 referring to 2024 (US$ 415
for the same period of 2023), recorded in other income and expenses, including variable compensation programs from consolidated companies. |
Accounting policy for
variable compensation programs (PLR and PRD)
The provisions for variable compensation programs
are recognized on an accrual basis, during the periods in which the employees provided services. They represent the estimates of future
disbursements arising from past events, based on the criteria and metrics of the PRD and PLR, provided that the requirements for activating
these programs are met and that the obligation can be reliably estimated.
| 18.2. | Termination benefits |
Termination benefits are employee benefits provided
in exchange for the termination of labor contract as a result of either: i) the Company’s decision to terminate the labor contract
before the employee’s normal retirement date; or ii) an employee’s decision to accept an offer of benefits in exchange for
the termination of their employment.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Voluntary severance programs
The Company has voluntary severance programs (PDV),
specific for employees of the corporate segment and of divestment assets, which provide for the same legal and indemnity advantages. These
programs are currently closed for enrollment.
Recognition of the liability and the expense for
termination benefits occur as employees enroll to the programs.
The Company disburses the severance payments in
two installments, one at the time of termination and the remainder one year after the termination.
As of December 31, 2024, termination liabilities
amounts to US$ 72, relating to 743 employees enrolled in voluntary severance programs with expected termination by December 2027,
in addition to the second installment of 23 retired employees.
| 18.3. | Post-employment benefits |
The Company maintains a health care plan for its
employees in Brazil (active and retiree) and their dependents (Saúde Petrobras - AMS), and five other major plans of post-employment
benefits (collectively referred to as “pension plans”).
The following table presents the balance of post-employment
benefits:
|
12.31.2024 |
12.31.2023 |
Liabilities |
|
|
Health Care Plan - Saúde Petrobras |
7,499 |
9,662 |
Petros Pension Plan - Renegotiated (PPSP-R) |
2,289 |
4,221 |
Petros Pension Plan - Non-renegotiated (PPSP-NR) |
779 |
1,338 |
Petros Pension Plan - Renegotiated - Pre-70 (PPSP-R Pre 70) |
395 |
519 |
Petros Pension Plan - Non-renegotiated - Pre-70 (PPSP-NR Pre 70) |
379 |
461 |
Petros 2 Pension Plan (PP-2) |
57 |
181 |
Total |
11,398 |
16,382 |
Current |
808 |
907 |
Non-current |
10,590 |
15,475 |
| 18.3.1. | Nature and risks associated with
defined benefit plans |
Health Care Plan
The health care plan Saúde Petrobras
– AMS is managed and run by Petrobras Health Association (Associação Petrobras de Saúde –
APS), a nonprofit civil association, and includes prevention and health care programs. The plan offers assistance to all employees, retirees,
pensioners and eligible family members, according to the rules of the plan and in the Collective Bargaining Agreement (ACT) and is open
to new employees.
Sponsored by Petrobras, Transpetro, PBIO, TBG and
Termobahia, this plan is primarily exposed to the risk of increase in medical costs due to inflation, new technologies, new types of coverage
and an increase in the utilization of medical benefits. The Company continuously improves the quality of its technical and administrative
processes, as well as the health programs offered to beneficiaries in order to mitigate such risks.
Employees, retirees and pensioners make monthly
fixed contributions to cover high-risk procedures and variable contributions for the cost of medical procedures, both based on the contribution
tables of the plan, which are determined based on certain parameters, such as salary and age levels. The plan also includes assistance
towards the purchase of certain medicines through reimbursement or acquisition and home delivery, with co-participation of beneficiaries.
Benefits are paid by the Company based on the costs
incurred by the beneficiaries. The financial participation of the Company and the beneficiaries on the expenses are provided for in the
plan rules and in the ACT, being 60% by the Company and 40% by the participants until March 31, 2024.
As provided in clause 37, paragraph 2 of the ACT,
if the resolutions No. 42/2022 and No. 49/2023 of the Commission on Corporate Governance and the Administration of Corporate Holdings
of the Brazilian Federal Government (Comissão de Governança Corporativa e de Administração de Participações
Societárias da União – CGPAR) were revoked or amended, allowing adjustments in the cost-sharing of health care
plans, the Company and the labor unions would discuss a new cost-sharing arrangement, in order to minimize the impact on the income of
its beneficiaries.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
On April 26, 2024, the aforementioned resolutions
were revoked and, for this reason, the Company and the unions entered into an agreement, in June 2024, via amendment to the current collective
bargaining agreement, to resume the costing relationship previously practiced, with 70% covered by Petrobras and 30% by the beneficiaries,
effective since April 2024. Due to this change, the Company carried out an intermediate remeasurement of the actuarial liabilities of
this plan.
Intermediate remeasurement on
the health care plan
The intermediate remeasurement of this post-employment
plan made in June 2024 resulted in a US$ 23 increase in actuarial liabilities, as follows: (i) a US$ 1,291 expense within other
income and expenses, due to the change in the benefit costing; (ii) a US$ 1,265 gain within other comprehensive income due to the
revision of actuarial assumptions, mainly the increase in the discount rate applied to the actuarial liability, from 5.45% as of December
31, 2023 to 6.48% as of June 30, 2024, and to the reduction in the estimated changes in medical and hospital costs, from 13.11% as of
December 31, 2023 to 12.70% as of June 30, 2024; and (iii) a US$3 gain within translation adjustments.
The other actuarial assumptions used to carry out
the intermediate remeasurement in the second quarter of 2024 had no change in relation to those used in the annual remeasurement made
as of December 31, 2023.
Annual revision of the health
care plan
At December 31, 2024, this obligation was revised
using the updated actuarial assumptions, which results are shown in note 18.3.2.
Pension plans
The Company’s post-retirement plans are managed
by Petros Foundation (Fundação Petrobras de Seguridade Social), a nonprofit legal entity governed by private law
with administrative and financial autonomy.
Pension plans in Brazil are regulated by the National
Council for Supplementary Pension (Conselho Nacional de Previdência Complementar – CNPC), which establishes all guidelines
and procedures to be adopted by the plans for their management and relationship with stakeholders.
Petros Foundation periodically carries out revisions
of the plans and, when applicable, establishes measures aiming at maintaining the financial sustainability of the plans.
The net obligation with pension plans recorded
by the Company is measured in accordance with the requirements of IFRS which has a different measurement methodology to that applicable
to pension funds in Brazil, which are regulated by the CNPC.
The main difference between these methodologies
is that, in the CNPC criterion, Petros Foundation considers the future cash flows of normal and extraordinary sponsor’s contributions,
discounted to present value, while the Company considers these cash flows as they are realized. In addition, Petros Foundation sets the
real interest rate based on profitability expectations and on parameters set by PREVIC - Superintendência Nacional de Previdência
Complementar (National Supplementary Pension Authority), while the Company uses a rate that combines the maturity profile of the obligations
with the yield curve of government bonds. Regarding the plan assets, Petros Foundation marks government bonds at market or on the curve,
while the Company marks them at market value.
The major post-retirement pension benefits sponsored
by the Company are:
| · | Petros Plan - Renegotiated (PPSP-R); |
| · | Petros Plan - Renegotiated - Pre-70 (PPSP-R Pre-70); |
| · | Petros Plan - Non-renegotiated (PPSP-NR); |
| · | Petros Plan - Non-renegotiated - Pre-70 (PPSP-NR
Pre-70); |
| · | Petros 2 Plan (PP-2); and |
PPSP-R, PPSP-NR, PPSP-R Pre-70, PPSP-NR Pre-70
and PP-3 are sponsored by Petrobras, and PP-2 by Petrobras, Transpetro, PBIO, TBG, Termobahia and Termomacaé.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The PPSP-R and PPSP-NR were created in 2018 as
a split of Petros Plan (PPSP) originally established by the Company in July 1970. On January 1, 2020, PPSP-R Pre-70 and PPSP-NR Pre-70
were created as a split of PPSP-R and PPSP-NR, respectively.
Pension plans supplement the income of their participants
during retirement, in addition to guaranteeing a pension for the beneficiaries in case of the death of a participant. The benefit consists
of a monthly income supplementing the benefit granted by the Brazilian Social Security Institute.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The following table provides other characteristics
of these plans:
|
PPSP-R |
PPSP-R |
PPSP-NR |
PPSP-NR |
PP-2 |
PP-3 |
Pre-70 |
Pre-70 |
Modality |
Defined Benefit |
Defined Benefit |
Defined Benefit |
Defined Benefit |
Variable Contribution (defined benefit and defined contribution portions) |
Defined Contribution |
Participants of the plan |
Generally covers employees and former employees who joined the company after 1970 that agreed with changes proposed by the Company in its original pension plan (P0) and amendments. |
Generally covers employees and former employees hired prior
to July 1, 1970, who enrolled in the P0 until January 1, 1996 and remained continuously linked to the original sponsor obtaining the condition
of assisted.
|
Generally covers employees and former employees who joined the company after 1970 that did not agree with changes proposed by the Company in its original pension plan (P0) and amendments |
Generally covers employees and former employees hired prior to July 1, 1970, who enrolled in the P0 until January 1, 1996 and remained continuously linked to the original sponsor obtaining the condition of assisted and did not agreed with changes in in its original pension plan (P0) and amendments. |
This Plan was established in 2007, covering employees and former employees coming from new contests that moved from other existing plans. |
This plan was implemented in 2021, exclusive option for voluntary migration of employees and retirees from the PPSP-R and PPSP-NR plans. |
New enrollments |
Closed |
Closed |
Closed |
Closed |
Open |
Closed |
Retirement payments |
Lifetime monthly payments supplementing the benefit granted by the Brazilian National Institute of Social Security. |
Lifetime defined benefit monthly payments or non- defined benefit monthly payments in accordance with the participant's election. |
Undefined benefit with monthly payments, in accordance with the participant election. |
Other general benefits |
Lump sum death benefit (insured capital) and monthly payments related to the following events: death, disability, sickness, and seclusion. |
Lump sum death benefit (insured capital) and monthly payments related to the following events: death, disability, sickness, and seclusion. |
Indexation of Retirement payments by the plan |
Based on the Nationwide Consumer Price Index. |
Based on the current index levels applicable to active employees’ salaries and the indexes set out by the Brazilian National Institute of Social Security. |
Lifetime defined benefit monthly payments: based on the Nationwide Consumer Price Index.
|
Undefined benefit monthly payments: based on the variation of individual account quota. |
Undefined benefit monthly payments: based on the variation of the individual account quota. |
Undefined benefit monthly payments: based on the variation of individual account quota. |
Parity contributions made by participants and the Company to the plans |
It is comprised of: |
It is comprised of: |
It is comprised of: |
It is comprised of: |
It is comprised of: |
Regular parity contributions during the employment relationship, saving for the undefined benefit, accumulated in individual accounts |
i) normal contributions that cover expected cost of the plans in the long term; and |
normal contributions that cover expected cost of the plans in the long term. |
i) normal contributions that cover expected cost of the plans in the long term; and |
normal contributions that cover expected cost of the plans in the long term. |
i) normal contributions that cover expected cost of the plans in the long term; and |
ii) extraordinary contributions that cover additional costs that are generally derived from actuarial deficits. |
Participants are exempt from paying any extraordinary contributions in case of deficit until the settlement of the TFC. |
ii) extraordinary contributions that cover additional costs that are generally derived from actuarial deficits. |
Participants are exempt from paying any extraordinary contributions in case of deficit until the settlement of the TFC. |
ii) extraordinary contributions that cover additional costs derived from actuarial deficits (as provided for in the plan rules for the defined benefit portion of the plan. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Deficit Settlement Plan (PED) (1) |
Petros' Foundation Deliberative Council approved a plan to settle the deficit registered by the PPSP-R in 2021. On April 1, 2023, this plan was implemented, following a favorable decision held on March 17, 2023 by the SEST. |
N/A |
Petros' Foundation Deliberative Council approved a plan to settle the deficit registered by the PPSP-NR in 2022. On April 1, 2024, this plan was implemented, following a favorable decision held on April, 09, 2024 by the SEST. |
N/A |
N/A |
N/A |
Debt Assumption Instrument relating to Deficit Settlement Plan 2015 (PED 2015) - referring these contributions were not previously made due to court injunctions. Amounts to be paid to Petros Foundation (1). |
Financial obligations with a principal amounting to US$89 at 12/31/2024. |
N/A |
Financial obligations with a principal amounting to US$32 at 12/31/2024. |
N/A |
N/A |
N/A |
Terms of Financial Commitment - TFC (debt agreements) assumed by the Company to settle the deficits. Amounts to be paid to Petros Foundation (1) |
Financial obligations amounting to US$93 at 12/31/2024. |
Financial obligations amounting to US$475 at 12/31/2024. |
Financial obligations settled early in 2021. |
Financial obligations amounting to US$410 at 12/31/2024. |
N/A |
N/A |
Annually remeasured in accordance with actuarial assumptions, with semi-annual payment of interest based on the updated balance and maturing in 2028. |
(1) This obligation is recorded in these financial statements, within actuarial liabilities. |
| 18.3.2. | Net actuarial liabilities and
expenses, and fair value of plans assets |
| a) | Changes in the actuarial liabilities
recognized in the statement of financial position |
Net actuarial liabilities represent the obligations
of the Company, net of the fair value of plan assets (when applicable), at present value.
For information on actuarial assumptions used to
determine the defined benefit obligation, see the table in Note 18.3.6.
Changes in the actuarial liabilities related to pension
and healthcare plans with defined benefit characteristics is presented as follows:
|
|
|
|
|
2024 |
|
Pension Plans |
Health Care Plan |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde Petrobras-AMS |
|
Amounts recognized in the Statement of Financial Position |
|
|
|
|
|
Present value of obligations |
9,992 |
3,233 |
874 |
7,498 |
21,597 |
( -) Fair value of plan assets |
(7,308) |
(2,075) |
(816) |
− |
(10,199) |
Net actuarial liability as of December 31, 2024 |
2,684 |
1,158 |
58 |
7,498 |
11,398 |
Changes in the net actuarial liability |
|
|
|
|
|
Balance as of January 1, 2024 |
4,740 |
1,799 |
181 |
9,662 |
16,382 |
Recognized in the Statement of Income |
399 |
153 |
13 |
2,369 |
2,934 |
Past service cost (2) |
− |
− |
− |
1,291 |
1,291 |
Current service cost |
10 |
2 |
− |
198 |
210 |
Net interest |
389 |
151 |
13 |
880 |
1,433 |
Recognized in Equity - other comprehensive income |
(1,053) |
(281) |
(84) |
(1,861) |
(3,279) |
(Gains)/losses arising from the remeasurement (2) |
(1,053) |
(281) |
(84) |
(1,861) |
(3,279) |
Cash effects |
(382) |
(121) |
(13) |
(485) |
(1,001) |
Contributions paid |
(355) |
(108) |
(13) |
(485) |
(961) |
Payments related to Term of financial commitment (TFC) |
(27) |
(13) |
− |
− |
(40) |
Other changes |
(1,020) |
(392) |
(39) |
(2,187) |
(3,638) |
Translation Adjustment |
(1,020) |
(392) |
(39) |
(2,187) |
(3,638) |
Balance at December 31, 2024 |
2,684 |
1,158 |
58 |
7,498 |
11,398 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
(2) It includes effects of the intermediate remeasurement on the health care plan, which changed the benefit costing. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
|
|
|
2023 |
|
Pension Plans |
Health
Care Plan |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde
Petrobras-AMS |
|
Amounts recognized in the Statement of Financial Position |
|
|
|
|
|
Present value of obligations |
14,941 |
4,806 |
1,357 |
9,662 |
30,766 |
( -) Fair value of plan assets |
(10,201) |
(3,007) |
(1,176) |
− |
(14,384) |
Net actuarial liability as of December 31, 2023 |
4,740 |
1,799 |
181 |
9,662 |
16,382 |
Changes in the net actuarial liability |
|
|
|
|
|
Balance as of January 1, 2023 |
3,890 |
1,380 |
163 |
5,813 |
11,246 |
Recognized in the Statement of Income |
490 |
169 |
30 |
853 |
1,542 |
Current service cost |
11 |
2 |
10 |
144 |
167 |
Net interest |
479 |
167 |
20 |
709 |
1,375 |
Recognized in Equity - other comprehensive income |
433 |
253 |
(14) |
2,902 |
3,574 |
(Gains)/losses arising from the remeasurement (2) |
433 |
253 |
(14) |
2,902 |
3,574 |
Cash effects |
(385) |
(115) |
(12) |
(415) |
(927) |
Contributions paid |
(357) |
(103) |
(12) |
(415) |
(887) |
Payments related to Term of financial commitment (TFC) |
(28) |
(12) |
− |
− |
(40) |
Other changes |
312 |
112 |
14 |
509 |
947 |
Others |
− |
− |
− |
1 |
1 |
Translation Adjustment |
312 |
112 |
14 |
508 |
946 |
Balance at December 31, 2023 |
4,740 |
1,799 |
181 |
9,662 |
16,382 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
(2) It includes a complement of US$ 109 related to 2022. |
| b) | Changes in present value of the
obligation |
|
|
|
|
|
2024 |
|
Pension Plans |
Health Care Plan |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde Petrobras-AMS |
|
Present value of obligations at the beginning of the year |
14,941 |
4,806 |
1,357 |
9,662 |
30,766 |
Recognized in the Statement of Income |
1,241 |
397 |
112 |
2,369 |
4,119 |
Interest expense |
1,231 |
395 |
112 |
880 |
2,618 |
Service cost |
10 |
2 |
− |
1,489 |
1,501 |
Recognized in Equity - other comprehensive income |
(1,949) |
(577) |
(233) |
(1,861) |
(4,620) |
Remeasurement: Experience (gains) / losses |
(8) |
15 |
190 |
(464) |
(267) |
Remeasurement: (gains) / losses - demographic assumptions |
− |
− |
7 |
1 |
8 |
Remeasurement: (gains) / losses - financial assumptions |
(1,941) |
(592) |
(430) |
(1,398) |
(4,361) |
Others |
(4,241) |
(1,393) |
(362) |
(2,672) |
(8,668) |
Benefits paid, net of assisted contributions |
(999) |
(354) |
(79) |
(488) |
(1,920) |
Contributions paid by participants |
24 |
5 |
16 |
− |
45 |
Translation Adjustment |
(3,266) |
(1,044) |
(299) |
(2,184) |
(6,793) |
Present value of obligations at the end of the year |
9,992 |
3,233 |
874 |
7,498 |
21,597 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
|
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
|
|
|
2023 |
|
Pension Plans |
Health
Care Plan |
Total |
|
PPSP-R (*) |
PPSP-NR (*) |
Petros 2 |
Saúde
Petrobras-AMS |
|
Present value of obligations at the beginning of the year |
12,771 |
4,119 |
1,102 |
5,813 |
23,805 |
Recognized in the Statement of Income |
1,559 |
496 |
141 |
853 |
3,049 |
Interest expense |
1,548 |
494 |
131 |
709 |
2,882 |
Service cost |
11 |
2 |
10 |
144 |
167 |
Recognized in Equity - other comprehensive income |
737 |
274 |
73 |
2,902 |
3,986 |
Remeasurement: Experience (gains) / losses (2) |
(318) |
(107) |
(94) |
54 |
(465) |
Remeasurement: (gains) / losses - demographic assumptions |
929 |
80 |
(1) |
127 |
1,135 |
Remeasurement: (gains) / losses - financial assumptions (2) |
126 |
301 |
168 |
2,721 |
3,316 |
Others |
(126) |
(83) |
41 |
94 |
(74) |
Benefits paid, net of assisted contributions |
(1,165) |
(413) |
(61) |
(413) |
(2,052) |
Contributions paid by participants |
25 |
6 |
9 |
− |
40 |
Translation Adjustment |
1,014 |
324 |
93 |
507 |
1,938 |
Present value of obligations at the end of the year |
14,941 |
4,806 |
1,357 |
9,662 |
30,766 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
(2) It includes a complement of US$ 109 related to 2022. |
| c) | Changes in the fair value of
plan assets |
Petrobras has four pension plans (PPSP-R, PPSP-NR,
PPSP-R Pre-70) which are currently making use of plan assets, and one plan (PP-2) in which most of participants are in the phase of accumulating
funds.
Therefore, changes to the fair value of plan assets
reflect these effects, including inflows of contributions, outflows of funds for payment of benefits, and the return of these assets.
|
|
|
|
|
2024 |
|
Pension Plans |
Health Care Plan |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde Petrobras-AMS |
|
Fair value of plan assets at the beginning of the year |
10,201 |
3,007 |
1,176 |
− |
14,384 |
Recognized in the Statement of Income |
842 |
244 |
99 |
− |
1,185 |
Interest income |
842 |
244 |
99 |
− |
1,185 |
Recognized in Equity - other comprehensive income |
(896) |
(296) |
(149) |
− |
(1,341) |
Cash effects |
382 |
121 |
13 |
485 |
1,001 |
Contributions paid by the sponsor (Company) |
355 |
108 |
13 |
485 |
961 |
Term of financial commitment (TFC) paid by the Company |
27 |
13 |
− |
− |
40 |
Other Changes |
(3,221) |
(1,001) |
(323) |
(485) |
(5,030) |
Contributions paid by participants |
24 |
5 |
16 |
− |
45 |
Benefits paid, net of assisted contributions |
(999) |
(354) |
(79) |
(488) |
(1,920) |
Translation Adjustment |
(2,246) |
(652) |
(260) |
3 |
(3,155) |
Fair value of plan assets at the end of the year |
7,308 |
2,075 |
816 |
− |
10,199 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
|
|
|
2023 |
|
Pension Plans |
Health
Care Plan |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde
Petrobras-AMS |
|
Fair value of plan assets at the beginning of the year |
8,881 |
2,739 |
939 |
− |
12,559 |
Recognized in the Statement of Income |
1,069 |
327 |
111 |
− |
1,507 |
Interest income |
1,069 |
327 |
111 |
− |
1,507 |
Recognized in Equity - other comprehensive income |
304 |
21 |
87 |
− |
412 |
Remeasurement: Higher/(lower) return on plan assets compared to discount rate |
304 |
21 |
87 |
− |
412 |
Cash effects |
385 |
115 |
12 |
415 |
927 |
Contributions paid by the sponsor (Company) |
357 |
103 |
12 |
415 |
887 |
Term of financial commitment (TFC) paid by the Company |
28 |
12 |
− |
− |
40 |
Other Changes |
(438) |
(195) |
27 |
(415) |
(1,021) |
Contributions paid by participants |
25 |
6 |
9 |
− |
40 |
Benefits paid, net of assisted contributions |
(1,165) |
(413) |
(61) |
(413) |
(2,052) |
Translation Adjustment |
702 |
212 |
79 |
(2) |
991 |
Fair value of plan assets at the end of the year |
10,201 |
3,007 |
1,176 |
− |
14,384 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
Investment management of pension
plan assets
Petros Foundation prepares annually Investment
Policies (PI) specific to each plan, following two models:
| (i) | for Petros 2, the achievement of the actuarial goal
with the lowest value at risk; and |
| (ii) | for defined benefit plans, the minimal mismatch in
net cash flows, conditioned to the achievement of the actuarial target. |
Pension plans assets follow a long-term investment
strategy based on the risks assessed for each different class of assets and provide for diversification, in order to lower portfolio risk.
The portfolio profile must comply with the Brazilian National Monetary Council (Conselho Monetário Nacional – CMN)
regulations.
Petros Foundation establishes investment policies
for 5-year periods, reviewed annually, using an asset liability management model (ALM) to address net cash flow mismatches of the benefit
plans, based on liquidity and solvency parameters.
Pension plan assets by type of asset are set out
as follows:
|
|
|
|
2024 |
|
2023 |
Type of asset |
Quoted prices in active markets |
Unquoted prices |
Total fair
value
|
% |
Total fair value
|
% |
Receivables |
− |
954 |
954 |
9% |
1,466 |
10% |
Fixed income |
1,780 |
6,150 |
7,930 |
78% |
10,910 |
75% |
Government bonds |
5 |
6,148 |
6,153 |
− |
9,450 |
− |
Fixed income funds |
1,162 |
− |
1,162 |
− |
786 |
− |
Other investments |
613 |
2 |
615 |
− |
674 |
− |
Variable income |
324 |
155 |
479 |
3% |
945 |
5% |
Common and preferred shares |
324 |
− |
324 |
− |
735 |
− |
Other investments |
− |
155 |
155 |
− |
210 |
− |
Structured investments |
151 |
22 |
173 |
4% |
216 |
4% |
Real estate properties |
− |
418 |
418 |
4% |
541 |
4% |
|
2,255 |
7,699 |
9,954 |
98% |
14,078 |
98% |
Loans to participants |
− |
245 |
245 |
2% |
306 |
2% |
Fair value of plan assets at the end of the year |
2,255 |
7,944 |
10,199 |
100% |
14,384 |
100% |
|
|
|
|
|
|
|
|
There is no plan asset for the health care plan.
Loans to participants of pension plans are measured at amortized cost, which is considered an appropriate estimate of fair value.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
As of December 31, 2024, the investment portfolio
included Company’s common shares in the amount of US$ 1
(US$ 1 in 2023) and real estate properties leased by the Company in the amount of US$ 21 (US$ 26 in 2023).
| d) | Net expenses relating to benefit
plans |
|
|
Pension Plans |
Health Care Plan |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde Petrobras-AMS |
Related to active employees (cost of sales and expenses) |
(34) |
(10) |
(2) |
(692) |
(738) |
Related to retirees (other income and expenses) |
(365) |
(143) |
(11) |
(1,677) |
(2,196) |
Net expenses for 2024 |
(399) |
(153) |
(13) |
(2,369) |
(2,934) |
Net expenses for 2023 |
(490) |
(169) |
(30) |
(853) |
(1,542) |
Net expenses for 2022 |
(457) |
(129) |
(33) |
(609) |
(1,228) |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
In 2024, the Company contributed US$ 1,001
to the defined benefit plans (US$ 927 in 2023), reducing the balance of obligations of these plans, as presented in note 18.3.2. In addition,
the Company contributed with US$ 239 and US$ 2, respectively, to the defined contribution portions of PP-2 and PP-3 plans (US$
232 for PP-2 and US$ 2 for PP-3 in 2023), which were recognized in the statement of income.
For 2025, the expected contributions for the PPSP-R,
PPSP-NR, PPSP-R pre-70, PPSP-NR pre-70 and for the defined benefit portion of PP-2, amounts to US$ 432, while for the defined contribution
portion of PP-2 amounts to US$ 232.
| 18.3.4. | Expected future cash flows |
The estimate below reflects only the expected future
cash flows to meet the defined benefit obligation recognized at the end of the reporting period.
|
2024 |
2023 |
|
Pension Plan |
Health Care Plan |
Total |
Total |
|
PPSP-R (1) |
PPSP-NR (1) |
Petros 2 |
Saúde
Petrobras-AMS |
|
|
Up to 1 Year |
911 |
313 |
71 |
381 |
1,676 |
1,084 |
1 to 5 Years |
3,820 |
1,221 |
286 |
1,909 |
7,236 |
8,955 |
6 to 10 Years |
2,511 |
769 |
192 |
1,713 |
5,185 |
6,970 |
11 To 15 Years |
1,593 |
458 |
126 |
1,293 |
3,470 |
5,112 |
Over 15 Years |
1,157 |
472 |
199 |
2,202 |
4,030 |
8,645 |
Total |
9,992 |
3,233 |
874 |
7,498 |
21,597 |
30,766 |
(1) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70. |
| 18.3.5. | Future payments to participants
of defined benefit plans that are closed to new members |
The following table provides the period during
which the defined benefit obligation associated with these plans are expected to continue to affect the Company's financial statements.
|
PPSP-R |
PPSP-R
Pré-70 |
PPSP-NR |
PPSP-NR
Pré-70 |
Number of years during which benefits must be paid to participants of defined benefit plans. |
9.71 |
6.52 |
9.51 |
6.45 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 18.3.6. | Measurement uncertainties associated
with the defined benefit obligation |
The significant financial and demographic
actuarial assumptions used to determine the defined benefit obligation are presented in the following table:
|
|
|
|
|
|
2024 |
|
|
|
|
|
Pension Plans |
Health Care Plan |
Assumptions |
PPSP-R |
PPSP-NR |
PPSP-R
Pré-70 |
PPSP-NR
Pré-70 |
PP2 |
Saúde
Petrobras-AMS |
Nominal discount rate (including inflation)(1) |
12.95% |
12.95% |
13.07% |
13.07% |
12.95% |
12.93% |
Real discount rate |
7.48% |
7.48% |
7.59% |
7.59% |
7.48% |
7.46% |
Nominal expected salary growth (including inflation) (2) |
6.16% |
6.15% |
n/a |
6.15% |
8.72% |
n/a |
Expected changes in medical and hospital costs (3) |
n/a |
n/a |
n/a |
n/a |
n/a |
13.69% a 3.25% p.a. |
Mortality table |
Petros Experience 2016 |
Petros Experiences 2025 |
Petros Experiences 2020 |
Petros Experiences 2023 |
AT-2012 IAM basic fem 10% smoothed |
Employees: according to pension plan
Assisted: Petros 2016 |
Disability table |
American group |
American group |
n/a |
n/a |
Disability Experience PP-2 2022 |
Disability Experience PP-2 2022 |
Mortality table for disabled participants |
AT-49 male |
AT-83 Basic by gender |
MI 2006, by gender, 20% smoothed |
Petros Experience 2014 |
MI-85, male, 10% smoothed |
AT-49 male |
Age of retirement |
Male, 56,36 years Female, 55,42 years |
Male, 57,71 years Female, 55,88 years |
Male, 56,36 years Female, 55,42 years |
Male, 57,71 years Female, 55,88 years |
1st eligibility according to RGPS Male, 65 years / Female, 60 years |
Male, 56,86 years Female, 55,75 years |
|
|
|
|
|
|
|
(1) Inflation reflects market projections: 5.09% for 2025 and converging to 3.25% in 2029 onwards. |
(2) Expected salary growth only of Petrobras, the sponsor, based on the Salaries and Benefits Plan. |
(3) Decreasing rate, converging in 30 years to the long-term expected inflation. Refers only to Petrobras (sponsor) rate. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
|
|
|
|
2023 |
|
|
|
|
|
Pension Plans |
Health Care Plan |
Assumptions |
PPSP-R |
PPSP-NR |
PPSP-R Pre-70 |
PPSP-NR Pre-70 |
PP2 |
Saúde
Petrobras-AMS |
Nominal discount rate (including inflation)(1) |
9.53% |
9.52% |
9.46% |
9.46% |
9.56% |
9.56% |
Real discount rate |
5.42% |
5.41% |
5.35% |
5.35% |
5.45% |
5.45% |
Nominal expected salary growth (including inflation) (2) |
4.89% |
4.63% |
4.89% |
4.63% |
7.07% |
n/a |
Expected changes in medical and hospital costs (3) |
n/a |
n/a |
n/a |
n/a |
n/a |
13.11% a 3.75% p.a. |
Mortality table |
Petros Experience 2016 |
Petros Experiences 2025 |
Petros Experiences 2020 |
Petros Experiences 2023 |
AT-2012 IAM basic fem 10% smoothed |
Employees: according to pension plan
Assisted: PPSP-R: Ex Petros 2016 |
Disability table |
American group |
American group |
n/a |
n/a |
Disability Experience PP-2 2022 |
Assets: PP-2: Disability Experience PP-2 2022 Assisted: n/a |
Mortality table for disabled participants |
AT-49 male |
AT-83 Basic by gender |
MI 2006, by gender, 20% smoothed |
Petros Experience 2014 |
IAPB-57 strong, 30% smoothed |
PPSP-R: AT-49 male |
Age of retirement |
Male, 56 years / Female, 55 years |
Male, 58 years / Female, 56 years |
Male, 56 years / Female, 55 years |
Male, 58 years / Female, 56 years |
1st eligibility according to RGPS Male, 65 years / Female, 60 years |
Male, 56 years / Female, 55 years |
|
|
|
|
|
|
|
(1) Inflation reflects market projections: 3.90% for 2024 and converging to 3.75% in 2031 onwards. |
(2) Expected salary growth only of Petrobras, the sponsor, based on the Salaries and Benefits Plan. |
(3) Decreasing rate, converging in 30 years to the long-term expected inflation. Refers only to Petrobras (sponsor) rate. |
The most significant assumptions are described
in Note 4.4.
| 18.3.7. | Sensitivity analysis of the defined
benefit plans |
The effect of a 100 basis points (bps) change in the discount
rate and in the estimated future medical and hospital costs is set out below:
|
|
Discount Rate |
Expected changes in medical and hospital costs |
|
Pension Benefits |
Medical Benefits |
Medical Benefits |
|
+100 bps |
-100 bps |
+100 bps |
-100 bps |
+100 bps |
-100 bps |
Pension Obligation |
(1,045) |
1,169 |
(722) |
868 |
911 |
(762) |
Current Service cost and interest cost |
(12) |
6 |
(51) |
61 |
150 |
(63) |
|
|
|
|
|
|
|
Accounting policy for post-employment
defined benefits
The obligations related to post-employment defined
benefit plans and health-care plans are recognized as liabilities in the statement of financial position based on actuarial calculations
which are revised annually by an independent qualified actuary (updating for material changes in actuarial assumptions and estimates of
expected future benefits), using the projected credit unit method, net of the fair value of plan assets, when applicable, from which the
obligations are to be directly settled.
Under the projected credit unit method, each period
of service gives rise to an additional unit of benefit entitlement and each unit is measured separately to determine the final obligation.
Actuarial assumptions include demographic and financial assumptions, medical costs estimate, historical data related to benefits paid
and employee contributions, as set out in note 4.
Service cost are accounted for within the statement
of income and comprises: (i) current service cost, which is the increase in the present value of the defined benefit obligation resulting
from employee service in the current period; (ii) past service cost, which is the change in the present value of the defined benefit obligation
for employee service in prior periods, resulting from a plan amendment (the introduction, modification, or withdrawal of a defined benefit
plan) or a curtailment (a significant reduction by the entity in the number of employees covered by a plan); and (iii) any gain or loss
on settlement.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Net interest on the net defined benefit liability
is the change during the period in the net defined benefit liability that arises from the passage of time. Such interest is accounted
for in the statement of income.
Remeasurement of the net defined benefit liability
is recognized in shareholders’ equity, in other comprehensive income, and comprises: (i) actuarial gains and losses and; (ii) return
on plan assets, excluding net interest on the net defined liability, net of defined benefit plan assets.
The Company also contributes to defined contribution
plans, on a parity basis in relation to the employee's contribution, that are expensed when incurred.
| 19. | Provisions for legal proceedings,
judicial deposits and contingent liabilities |
| 19.1. | Provisions for legal proceedings |
The Company recognizes provisions for legal, administrative
and arbitral proceedings, based on the best estimate of the costs, for which it is probable that an outflow of resources embodying economic
benefits will be required and that can be reliably estimated. These proceedings mainly include:
| · | Labor claims, in particular: (i) several individual
and collective labor claims; (ii) opt-out claims related to a review of the methodology by which the minimum compensation based on an
employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated;
and (iii) actions of outsourced employees. |
| · | Tax claims including: (i) tax notices for alleged
non-compliance with ancillary obligations; (ii) claims relating to benefits previously taken for Brazilian federal tax credits applied
that were subsequently alleged to be disallowable, including disallowance of PIS and COFINS tax credits; and (iii) claims for alleged
non-payment of social security contributions on allowances and bonuses. |
| · | Civil claims, in particular: (i) lawsuits related
to contracts; (ii) lawsuits that discuss matters related to pension plans managed by Petros; and (iii) legal and administrative proceedings
involving fines applied by the ANP - Brazilian Agency of Petroleum, Natural Gas and Biofuels (Agência Nacional de Petróleo,
Gás Natural e Biocombustíveis), mainly relating to production measurement systems. |
| · | Environmental claims, specially: (i) fines relating
to an environmental accident in the State of Paraná in 2000; (ii) fines relating to the Company’s offshore operation;
and (iii) public civil action for oil spill in 2004 in Serra do Mar-São Paulo State Park. |
Provisions for legal proceedings are set out as
follows:
Non-current liabilities |
12.31.2024 |
12.31.2023 |
Labor claims |
636 |
806 |
Tax claims |
400 |
544 |
Civil claims |
1,605 |
1,614 |
Environmental claims |
192 |
341 |
Total |
2,833 |
3,305 |
|
2024 |
2023 |
Opening Balance |
3,305 |
3,010 |
Additions, net of reversals |
478 |
389 |
Use of provision |
(730) |
(709) |
Revaluation of existing proceedings and interest charges |
541 |
376 |
Others |
16 |
(5) |
Translation adjustment |
(777) |
244 |
Closing Balance |
2,833 |
3,305 |
In preparing its consolidated financial statements
of 2024, the Company considered all available information concerning legal proceedings in which the Company is a defendant, in order to
estimate the amounts of obligations and probability that outflows of resources will be required.
The Company makes deposits in judicial phases,
mainly to suspend the chargeability of the tax debt and to maintain its tax compliance. Judicial deposits are set out in the table below
according to the nature of the corresponding lawsuits:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Non-current assets |
12.31.2024 |
12.31.2023 |
Tax |
8,187 |
10,607 |
Labor |
777 |
979 |
Civil |
2,694 |
2,977 |
Environmental and others |
90 |
183 |
Total |
11,748 |
14,746 |
|
2024 |
2023 |
Opening Balance |
14,746 |
11,053 |
Additions |
1,010 |
1,735 |
Use (1) |
(1,526) |
(148) |
Accruals and charges |
737 |
1,167 |
Others |
9 |
(7) |
Translation adjustment |
(3,228) |
946 |
Closing Balance |
11,748 |
14,746 |
(1) It includes, in 2024, US$ 1.276 referring to the nominal values of deposits used when enrolling to the tax settlement program, in the second quarter of 2024, on the incidence of CIDE, PIS and Cofins on remittances abroad under a vessel and platform charter agreement as detailed in note 17. |
The Company maintains a Negotiated Legal Proceeding
(NJP) agreement with the Brazilian National Treasury Attorney General's Office (PGFN), aiming to postpone judicial deposits related to
federal tax lawsuits with values exceeding US$ 32 (R$ 200 million), which allows judicial discussion without the immediate
disbursement.
To achieve this, the Company makes production capacity
available as a guarantee from the Tupi, Sapinhoá, and Roncador fields. As the judicial deposits are made, the mentioned capacity
is released for other processes that may be included in the NJP.
The Company’s management understands that
the mentioned NJP provides greater cash predictability and ensures the maintenance of federal tax regularity. As of December 31, 2024,
the balance of production capacity held in guarantee in the NJP is US$ 2,158 (US$ 7,997 as of December 31, 2023), whose reduction is due
to the Company's enrollment to the tax settlement program in June 2024.
| 19.3. | Contingent liabilities |
Contingent liabilities for which either the Company
is unable to make a reliable estimate of the expected financial effect that might result from resolution of the proceeding, or a cash
outflow is not probable, are not recognized as liabilities in the financial statements but are disclosed in the notes to the financial
statements, unless the likelihood of any outflow of resources embodying economic benefits is considered remote.
The estimates of contingent liabilities are indexed
to inflation and updated by applicable interest rates. As of December 31, 2024, estimated contingent liabilities for which the possibility
of loss is classified as possible are set out in the following table:
Nature |
12.31.2024 |
12.31.2023 |
Tax |
21,473 |
37,189 |
Labor |
6,465 |
10,150 |
Civil |
10,910 |
11,455 |
Environmental and others |
1,298 |
1,427 |
Total |
40,146 |
60,221 |
| 19.3.1. | Information on contingent liabilities |
The tables below detail the main causes of tax,
civil, environmental and labor nature, whose expectations of losses are classified as possible:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
Estimate |
Description of tax matters |
12.31.2024 |
12.31.2023 |
Plaintiff: Federal Revenue of Brazil |
|
|
1) Income from foreign subsidiaries located outside Brazil not included in the computation of taxable income (IRPJ and CSLL). |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages, remaining a possible loss due to there being manifestations in favor of the Company's understanding in the Superior Courts. In 2024, there was a reduction in the ex officio fine and the addition of active debt registration in one of the processes. |
3,418 |
4,260 |
2) Disallowance of credits and deduction of the PIS and COFINS tax base, including in ship or pay contracts and charters of aircraft and vessels. |
|
|
Current status: The claims involve lawsuits in different administrative and judicial stages. In 2024, the increase refers, in particular, to the adjustment of the subject “PIS/COFINS – Disallowance of credits” and the receipt of a new infraction notice. |
2,887 |
1,370 |
3) Withholding income tax (IRRF), Contribution of Intervention in the Economic Domain (CIDE) and Social Integration Program (PIS) - Imports on remittances for payments of vessel charters. |
|
|
Current status: The claim about the incidence of withholding income tax (Imposto de Renda Retido na Fonte- IRRF), occurred from 1999 to 2002, involves the legality of the normative rule issued by the Federal Revenue of Brazil, which ensured no taxation over those remittances. The reduction in the value in 2024 occurred due to the payment of the processes that dealt with CIDE and PIS/COFINS Import, after adhesion to the tax transaction notice PGFN-RFB 6/2024, detailed in Note 17.3 (Enrollment to the Tax Settlement Program). The remaining value of the matter refers to the incidence of IRRF, which is a discussion still ongoing in a process. |
1,702 |
11,409 |
4) Collection of IRPJ and CSLL - Transfer price - Charter contracts |
|
|
Current status: The processes are in the administrative level. There are two decisions, one favorable and the other unfavorable to Petrobras in the first instance. The appeals from the Company and the Brazilian Federal Government are awaited. In 2024, the Company received a new infraction notice, referring to the 2019 calendar year. The increase in value was offset by a favorable decision to Petrobras, in the process referring to the 2017 calendar year, handed down by the Conselho Administrativo de Recursos Fiscais - CARF, which became definitive. |
1,207 |
1,418 |
5) Collection of PIS/COFINS – Incidences on Amnesties. |
|
|
Current status: Collection of social contributions PIS/COFINS, resulting from the tax transaction provided for in article 3 of Law 13,586/2017. The Embargoes on Execution are in the stage of producing expert evidence. In 2024, the increase refers, in particular, to monetary indexation and receipt of a new infraction notice. |
1,129 |
1,263 |
6) Incidence of social security contributions over contingent bonuses paid to employees. |
|
|
Current status: Awaiting defense judgment and appeals at the administrative and judicial levels. In 2024, the increase occurred, in particular, due to the receipt of new infraction notices and active debt registration in one of the processes. |
1,090 |
1,064 |
7) Income taxes (IRPJ and CSLL) - Capital gains and Amortization of goodwill on the acquisition of equity interests. |
|
|
Current status: This claim involves lawsuits in different administrative stages. |
479 |
578 |
8) Collection of Contribution of Intervention in the Economic Domain (CIDE) on transactions with fuel retailers and service stations protected by judicial injunctions determining that fuel sales were made without gross-up of such tax. |
|
|
Current status: This claim involves lawsuits in different judicial stages. |
436 |
544 |
9) Requests to compensate federal taxes disallowed by the Brazilian Federal Tax Authority |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. The reduction in value, in 2024, occurred, in particular, due to the transfer of amounts to the subject “Disallowance of credits and deduction from the PIS and COFINS calculation base”. |
389 |
1,816 |
10) Deduction of the IRPJ and CSLL tax base of the amounts paid as an incentive to the Petros Plan renegotiation and past service. |
|
|
Current status: This claim involves lawsuits in different judicial stages. In 2024, due to judicial decision, the loss expectation was partially reclassified. |
288 |
723 |
11) Import tax, PIS/COFINS and customs fines - Import of vessels through Repetro's Special Customs Regime. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2024, the reduction refers to the reclassification of the expected loss in some processes. |
235 |
403 |
12) Customs – Fines of 1% and 5% on the Customs Value. |
|
|
Fines applied to the customs value of imported products due to inaccurated information in import declarations. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
225 |
273 |
13) Additional Social Security Contribution - Harmful Agents |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2024, the increase occurred, in particular, due to the reclassification of a matter in a process. |
166 |
168 |
14) Collection of Import Tax, PIS/COFINS and customs fines, including Petrobras as jointly liable. |
|
|
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Current situation: Awaiting judgment of the Brazilian Federal Government appeal, at CARF, because of a lower court administrative decision favorable to the Company. In 2024, the expected loss of the claim was reclassified. |
− |
2,872 |
Plaintiff: States of SP, RJ, BA, PA, AL, MA, PB, PE, AM and SE Finance Departments |
|
|
15) VAT (ICMS) and VAT credits on internal consumption of bunker fuel and marine diesel, destined to chartered vessels. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
428 |
514 |
Plaintiff: States of RJ and BA Finance Departments |
|
|
16) VAT (ICMS) on dispatch of liquid natural gas (LNG) and C5+ (tax document not accepted by the tax authority), as well as challenges on the rights to this VAT tax credit. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2024, a judicial decision generated the reclassification of the expectation of loss to remote in a claim. |
97 |
960 |
Plaintiff: States of PE and RJ Finance Departments |
|
|
17) VAT Tax (ICMS) on imports required by Brazilian States. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
298 |
355 |
Plaintiff: States of RJ, AM, PA, BA, MA, SP, RO, PE and RS Finance Departments |
|
|
18) Alleged failure to write-down VAT (ICMS) credits related to zero tax rated or non-taxable sales made by the Company and its customers. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages.In 2024, the increase refers, in particular, to the receipt of a new infraction notice, offset by a reduction related to adherence to the amnesty program in the state of Pernambuco. |
1,058 |
1,257 |
Plaintiff: States of RJ, BA, PE and MT Finance Departments |
|
|
19) The plaintiff alleges that the transfers between branches, especially in RJ, without segregating VAT (ICMS), under the special regime, reduced the total credits of the central department. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
870 |
1,027 |
Plaintiff: States of RJ, BA, PB, SE, SP, ES, CE and PE Finance Departments |
|
|
20) Appropriation of ICMS credit on the acquisition of goods (products in general) that, in the understanding of the inspection, would fit into the concept of material for use and consumption, being the tax credit undue. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
314 |
374 |
Plaintiff: States of RJ, PR, AM, BA, PA, PE, SP, PB and AL Finance Departments |
|
|
21) Incidence of VAT (ICMS) over alleged differences in the control of physical and fiscal inventories. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
747 |
913 |
Plaintiff: State of SP Finance Department |
|
|
22) Deferral of payment of VAT (ICMS) taxes on B100 Biodiesel sales and the charge of a 7% VAT rate on B100 on Biodiesel interstate sales, including states in the Midwest, North and Northeast regions of Brazil and the State of Espírito Santo. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages. |
244 |
299 |
Plaintiff: States of RJ, SP, BA, PE, PR and CE Finance Departments |
|
|
23) Misappropriation of VAT tax credit (ICMS) on the acquisitions of goods that, per the tax authorities, are not related to property, plant and equipment. |
|
|
Current status: This claim involves lawsuits in different administrative and judicial stages.In 2024, the increase refers, in particular, to the reclassification of expected loss in a process. |
515 |
576 |
Plaintiff: States of RJ, PE, ES and GO Finance Departments |
|
|
24) Appropriation of ICMS credit - Monophase applicable to the acquisition of goods |
|
|
Current status: The new infraction notices, received in 2024, are in the administrative phase, awaiting judgment at first instance. |
634 |
− |
Plaintiff: States of RJ, PE, CE and PB Finance Departments |
|
|
25) Collection of ICMS related to State Funds. |
|
|
Current status: This claim involves lawsuits in different judicial stages. In 2024, the increase occurred due to the filing of annulment actions by the Company due to the receipt of several release notes, especially in the state of Rio de Janeiro. |
544 |
197 |
Plaintiff: States of AC, PA, AM, MA, BA, PB, PE, SE, TO, GO, MT, RJ, SP, SC and PR Finance Departments |
|
|
26) VAT Tax (ICMS) under substitution regime required by states. |
|
|
Current status: There are lawsuits in different administrative and judicial stages. |
188 |
223 |
Plaintiff: Municipal government of Angra dos Reis/RJ |
|
|
27) Added value of ICMS on oil import operations. |
|
|
Current status: There are lawsuits in different judicial stages. |
264 |
311 |
Plaintiff: Several Municipalities |
|
|
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
28) Alleged failure to withhold and pay tax on services. |
|
|
Current status: There are lawsuits in different administrative and judicial stages. |
201 |
254 |
29) Other tax matters |
1,420 |
1,768 |
Total for tax matters |
21,473 |
37,189 |
|
|
Estimate |
Description of labor matters |
12.31.2024 |
12.31.2023 |
Plaintiff: Employees and Sindipetro Unions. |
|
|
1) Actions requiring a review of the methodology by which the minimum compensation based on an employee's position and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated. |
|
|
Current status: The Federal Supreme Court (STF), accepting the Company's appeal, recognized in March 2024 that the calculation formula used by the Company is valid and in accordance with what was negotiated between the parties, reversing the decision of the Superior Labor Court (TST) which had established different criteria and reached an understanding partially contrary to the Company. As there were several legal actions at different procedural stages, the Company monitors the progress of the respective processes and makes the necessary adjustments to the values and expectations of this litigation in accordance with the decisions that apply the Superior Labor Court precedent. In 2024, the reduction refers, in particular, to write-offs and transfers for remote loss resulting from favorable decisions to Petrobras that applied the Superior Labor Court precedent. |
4,934 |
8,362 |
2) Other labor matters |
1,531 |
1,788 |
Total for labor matters |
6,465 |
10,150 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
Estimate |
Description of civil matters |
12.31.2024 |
12.31.2023 |
Plaintiff: Several goods and service providers |
|
|
1) Claims related to goods and services supply contracts, with emphasis on discussions about economic and financial imbalance, contractual breach, fines and early termination of contracts. |
|
|
Current status: The claims involve lawsuits in different judicial stages. In 2024, there was an increase in value due to new lawsuits and unfavorable decisions to Petrobras. |
3,319 |
3,547 |
Plaintiff: Agência Nacional de Petróleo, Gás Natural e Biocombustíveis - ANP |
|
|
2) Proceedings challenging an ANP order requiring Petrobras to: unite Tupi and Cernambi fields on the BM-S-11 joint venture; to unite Baúna and Piracicaba fields; and to unite Tartaruga Verde and Mestiça fields, which would cause changes in the payment of special participation charge. |
|
|
Current status: This list involves claims
that are disputed in court and in arbitration proceedings, as follows. In 2024, there was an increase in the value, due to the judicial
deposits that are made by Petrobras:
a) Tupi and Cernanbi: initially, the Company
made judicial deposits for the alleged differences resulting from the special participation. However, with the reversal of the favorable
injunction, the payment of these alleged differences were made directly to ANP, and such judicial deposits were resumed in the 2nd Quarter
of 2019. The suspension of the arbitration was reversed by the BM-S-11 Consortium at the Brazilian Superior Court, so that the arbitration
resumed its progress.
b) Baúna and Piracicaba: the decision
maintaining the suspension of arbitration was revoked, and the arbitration procedure is ongoing.
c) Tartaruga Verde and Mestiça:
Petrobras was also authorized to make deposits of the disputed amounts, which continue to occur. The Federal Regional Court of the 2nd
Region has so far ruled on the jurisdiction of the Arbitral Court, authorizing the continuation of the arbitration.
d) Berbigão and Sururu: ANP made
a decision on January 24, 2025, determining the unification of the Berbigão and Sururu fields, located in the BM-S-11A concession,
in the pre-salt layer of Santos Basin, operated by Petrobras with a 42.5% interest. The decision results in the reporting of production
from the Berbigão and Sururu fields in a single field, increasing the rate applied to the corresponding collection of Special Participation
related to the unified field, retroactively to the date of commencement of production. In the same decision, it was determined that ANP's
Superintendence of Government Participations should determine the value of Government Participations considering the unified fields. The
company has not yet received the release note with the charge from ANP. |
2,686 |
2,245 |
Plaintiff: Federations Oil Workers, Unions, employees and retired personnel from Petros |
|
|
3) Collective and individual actions that discuss topics related to Petros plans. |
|
|
Current status: The matter involves proceedings at different judicial stages. In 2024, the increase refers, in particular, to monetary and interest indexation. |
1,946 |
2,225 |
Plaintiff: Agência Nacional de Petróleo, Gás Natural e Biocombustíveis - ANP and other agencies |
|
|
4) Administrative and legal proceedings
that discuss:
a) Difference in special participation
and royalties in different fields;
b) Fines imposed by ANP due to alleged
failure to comply with the minimum exploration activities program, as well as alleged irregularities relating to compliance with oil and
gas industry regulation. It also includes fines imposed by other agencies. |
|
|
Current status: The claims involve lawsuits in different administrative and judicial stages. |
1,863 |
2,214 |
Plaintiff: Legal entities that participated in the purchase and sale of Petrobras assets |
|
|
5) Judicial and arbitration proceedings that discuss asset sales carried out by Petrobras. |
|
|
Current status: The matter involves proceedings in different judicial and arbitration stages. In 2024, there was an increase in value due to the receipt of new processes. |
264 |
240 |
6) Several civil proceedings, with emphasis on those related to expropriation and easement of passage and civil liability. |
832 |
984 |
Total for civil matters |
10,910 |
11,455 |
|
|
Estimate |
Description of environmental matters |
12.31.2024 |
12.31.2023 |
Plaintiff: Several authors, notably: Ministério Público Federal, Ministérios Públicos Estaduais and public environmental bodies, such as IBAMA - Instituto Brasileiro de Meio Ambiente e Recursos Naturais Renováveis, state and municipal public bodies. |
|
|
1) Several lawsuits of an environmental nature, with emphasis on action for alleged damage to fishermen due to the Company's operations, fines related to the Company's operations and public civil action for alleged environmental damage due to the sinking of Platform P-36. In 2024, the increase occurred mainly due to the partial reclassification of the expected loss in an action. |
1,298 |
1,427 |
Total for environmental matters |
1,298 |
1,427 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 19.3.2. | Minimum Compensation Based on
Employee's Position and Work Schedule (Remuneração Mínima por Nível e Regime - RMNR) |
The RMNR consists of a minimum remuneration guaranteed
to employees, based on salary level, work schedule and geographic location. This remuneration policy was created and implemented by Petrobras
in 2007 through collective negotiation with union representatives, and approved at employee meetings, with the formula for calculating
the supplement to this minimum remuneration adopted by the Company later being questioned in court by employees and Unions. The Superior
Labor Court (TST) established criteria different from those agreed and reached an understanding partially contrary to the Company, deciding
to exclude some portions of the calculation. The Federal Supreme Court (STF), which accepted the Company's appeal, recognized in March
2024 that the calculation formula used by the Company is valid and in accordance with what was negotiated between the parties.
The Company has been adjusting the expectation
of loss, according to the decisions in which the understanding of the STF applies. As there are several legal actions at different procedural
stages, the Company monitors the application of the precedent to the respective processes, which are being terminated, according to their
progress in the Court.
As of December 31, 2024, the balance of provisions
for legal proceedings regarding RMNR amounts to US$ 88, while the contingent liabilities amount to US$ 4,934.
| 19.4. | Class action and related proceedings |
| 19.4.1. | Class action in the Netherlands |
On January 23, 2017, Stichting Petrobras Compensation
Foundation ("Foundation") filed a class action in the Netherlands, at the District Court of Rotterdam, against Petróleo
Brasileiro S.A. – Petrobras, Petrobras International Braspetro B.V. (PIB BV), Petrobras Global Finance B.V. (PGF), Petrobras Oil
& Gas B.V. (PO&G) and some former Petrobras managers. The Foundation alleges that it represents the interests of an unidentified
group of investors and asserts that, based on the facts revealed by the Lava-Jato Operation, the defendants acted illegally before the
investors. On May 26, 2021, the District Court of Rotterdam decided that the class action should proceed and that the arbitration clause
of Petrobras' bylaws does not prevent the Company's shareholders from having access to the Dutch Judiciary and have their interests represented
by the “Foundation”. However, the interests of investors who have already started arbitration against Petrobras or who are
parties to legal proceedings in which the applicability of the arbitration clause has been definitively recognized are excluded from the
scope of the action.
On July 26, 2023, the Court issued an intermediary
decision on the merits which provided the following understanding: (i) the requests made against PIB BV, PO&G and certain former members
of the Company’s management were rejected; (ii) the Court declared that Petrobras and the PGF acted illegally in relation to their
investors, although the Court expressed it does not consider itself sufficiently informed about relevant aspects of Brazilian, Argentine
and Luxembourger laws to definitively decide on the merits of the action; and iii) the alleged rights under Spanish legislation are prescribed.
Regarding the aspects of Brazilian, Argentine and
Luxembourger laws considered relevant to the sentence, the Court ordered the production of technical evidence by Brazilian and Argentine
experts and by Luxembourger authorities.
On October 30, 2024, after the parties' comments
on the technical evidence, the Court issued a ruling, in which it broadly accepted Petrobras' arguments regarding the requests presented
in favor of the Company's shareholders and considered that: i) in accordance with Brazilian legislation, all damages alleged by the Foundation
qualify as indirect and are not subject to compensation; and ii) according to Argentine law, shareholders cannot, in principle, request
compensation from the Company for damages alleged by the Foundation, and the Foundation has not demonstrated that it represents a sufficient
number of investors who could, in theory, present such a request.
Therefore, the Court rejected the Foundation's
allegations in accordance with Brazilian and Argentine law, which resulted in the rejection of all requests made in favor of shareholders.
With respect to certain bondholders, the Court considered that Petrobras and PGF acted illegally under Luxembourg law, while PGF acted
illegally under Dutch law.
Furthermore, the Court confirmed the following
issues of the decision released to the market on July 26, 2023: (i) rejection of the allegations against PIBBV, POG BV and the former
CEOs of Petrobras, Maria das Graças Silva Foster and José Sérgio Gabrielli de Azevedo; and (ii) prescription of requests
formulated in accordance with Spanish legislation.
The Foundation and PGF have appealed the ruling
and previous interim decisions and will have the opportunity to substantiate their own appeals and respond to each other's appeals, before
judgment by the Court of Appeal in The Hague. Petrobras will still be able to present its own appeal, within the deadline for responding
to the Foundation's appeal.
In relation to bondholders, the Foundation cannot
claim compensation under the class action, which will depend not only on a final result favorable to the interests of the investors in
the class action, but also on the filing of subsequent actions by or on behalf of the investors by
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
the Foundation itself, an opportunity in which Petrobras
will be able to offer all the defenses already presented in the class action and others that it deems appropriate, including in relation
to the occurrence and quantification of any damages that must be proven by the potential beneficiaries of the decision or by the Foundation.
Any compensation for the alleged damages will only be determined by court decisions in subsequent actions.
This class action involves complex issues and the
outcome is subject to substantial uncertainties, which depend on factors such as: the scope of the arbitration clause of the Petrobras
Bylaws, the jurisdiction of the Dutch courts, the scope of the agreement that ended the Class Action in the United States, the Foundation's
legitimacy to represent the interests of investors, the several laws applicable to the case, the information obtained from the production
phase of evidence, the expert analyses, the timetable to be defined by the Court and the judicial decisions on key issues of the process,
possible appeals, including before the Dutch Supreme Court, as well as the fact that the Foundation seeks only a declaratory decision
in this class action.
The Company, based on the assessments of its advisors,
considers that there are not enough indicative elements to qualify the universe of potential beneficiaries of a possible final decision
unfavorable to Petrobras' interests, nor to quantify the supposedly compensable damages.
Thus, it is currently not possible to predict whether
the Company will be liable for the effective payment of damages in any future individual claims, as this analysis will depend on the outcome
of these complex procedures. In addition, it is not possible to know which investors will be able to bring subsequent individual actions
related to this matter against Petrobras.
Furthermore, the claims formulated are broad, cover
a multi-year period and involve a wide variety of activities and, in the current scenario, the impacts of such claims are highly uncertain.
The uncertainties inherent in all of these issues affect the value and duration of final resolution of this action. As a result, Petrobras
is unable to estimate an eventual loss resulting from this action. However, Petrobras continues to reject the Foundation's allegations,
in relation to which it was considered a victim by all Brazilian authorities, including the Brazilian Supreme Federal Court.
Petrobras and its subsidiaries reject the allegations
made by the Foundation and will continue to defend themselves vigorously.
| 19.4.2. | Arbitration and other legal proceedings
in Argentina |
In relation to the arbitration in Argentina, the
Argentine Supreme Court denied the appeal, but the Consumidores Damnificados Asociación Civil para su Defensa (formerly
Consumidores Financieros Asociación Civil, "Association") filed a new appeal to the Argentine Supreme Court, which
was also denied, thus the arbitration was sent to the Arbitration Court. This arbitration discusses Petrobras' liability for an alleged
loss of market value of Petrobras' shares in Argentina, as a result of the so-called Lava Jato Operation. The Company does not have elements
that allow it to provide a reliable estimate of the potential loss in this arbitration.
In parallel to such arbitration, the Association
also initiated a collective action before the Civil and Commercial Court of Buenos Aires, in Argentina, with Petrobras appearing spontaneously
on April 10, 2023, within the scope of which it alleges Petrobras' responsibility for an alleged loss of the market value of Petrobras'
securities in Argentina, as a result of allegations made within the scope of Lava Jato Operation and their impact on the Company's financial
statements prior to 2015. Petrobras presented its defense on August 30, 2023. Petrobras denies the allegations presented by the Association
and will defend itself against the accusations made by the author of the class action. The Company does not have elements that allow it
to provide a reliable estimate of the potential loss in this arbitration.
Regarding criminal proceeding in Argentina related
to an alleged fraudulent offer of securities, aggravated by the fact that Petrobras allegedly declared false data in its financial statements
prior to 2015, the Court of Appeals revoked, on October 21, 2021, the lower court decision that had recognized Petrobras' immunity from
jurisdiction and recommended that the lower court judge take steps to certify whether the Company could be considered criminally immune
in Argentina for further reassessment of the issue. After carrying out the steps determined by the Court of Appeals, on May 30, 2023,
the lower court denied the recognition of immunity from jurisdiction to Petrobras. Petrobras filed an appeal against this decision, which
was recognized by the Court of Appeals on April 18, 2024. Against this decision, the Association filed a new appeal, and on December 20,
2024, the Court of Cassation reformed the decision of the Court of Appeals to deny Petrobras' immunity from jurisdiction, which, in turn,
appealed to the Supreme Court to reinstate the Court of Appeals decision. On December 27, 2024, before the decision of the Court of Cassation
became final, the court of first instance ordered to sue Petrobras and a precautionary injunction, which was appealed to the Court of
Appeals. The Court of Appeals had already recognized that the Association could not act as a representative of financial consumers, due
to the loss of its registration with the competent Argentine bodies, which was also the subject of an appeal upheld by the Court of Appeals
on September 15, 2022, recognizing the Association the right to represent financial consumers. The Company's appeal against this decision
was rejected on February 21, 2025. Petrobras presented other procedural defenses, which may be re-discussed in later stages of the process.
This criminal action is being processed before the Economic Criminal Court No. 2 of the city of Buenos Aires.
As for the other criminal action for alleged non-compliance
with the obligation to publish a “press release” in the Argentine market about the existence of a class action filed by Consumidores
Damnificados Asociación Civil para su Defensa before the Commercial Court, there are no developments in 2024.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 19.4.3. | Lawsuit in United States regarding
Sete Brasil Participações S.A (“Sete”) |
The EIG Energy Fund XIV, L.P. and affiliates (“EIG”)
filed a lawsuit against Petrobras, before the District Court of Columbia, United States, to recover alleged losses related to its investment
in Sete Brasil Participações S.A. On August 8, 2022, the judge upheld EIG's claim as to Petrobras' responsibility for the
alleged losses (which was recorded in 2022 as provisions for legal proceedings) but denied the motion for summary judgment with respect
to damages, whereby the award of compensation will be subject to the proof of damages by EIG at a hearing and to the consideration of
the defenses by the Company. In the same decision, whose effects were recognized in the Company's financial statements in 2022, the judge
denied the request to dismiss the case based on Petrobras' immunity from jurisdiction, when an appeal was filed with the Federal Court
of Appeals for the District of Columbia, which was denied in June 2024. Petrobras then submitted a request to review the issue, which
was rejected on July 24, 2024. As a result, the process, which had been suspended by the lower court judge on October 26, 2022 due to
the filing of the appeal by Petrobras, resumed its course and the beginning of the trial hearing was scheduled for March 31, 2025.
On August 26, 2022, on another procedural front
initiated by the EIG, the District Court of Amsterdam granted a precautionary measure to block certain Petrobras assets in the Netherlands.
This granting was based on the decision of the District Court of Columbia, on August 8, 2022, and was intended to ensure the satisfaction
of EIG's claims contained in the aforementioned US lawsuit. For the purpose of this injunction, the District Court of Amsterdam limited
EIG's claims to a total of US$ 297, although the US Court ruled that any award of damages would depend on evidence of damages by EIG at
a trial hearing. There are some discussions about the scope of the assets blocked by EIG, but there is no related lawsuit pending in the
Netherlands. This precautionary block does not prevent Petrobras and its subsidiaries from complying with their obligations to third parties.
| 19.5. | Arbitrations proposed by non-controlling
shareholders in Brazil |
Petrobras is also currently a party to seven arbitrations
proceedings before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado - CAM), linked
to the Brazilian Stock Exchange (B3), brought by investors who purchased Petrobras’ shares traded on B3. Six of these arbitrations
were initiated by national and foreign investors. The other proceeding was brought by an association that is not a shareholder of the
Company and intended to be a collective arbitration, through representation of all non-controlling shareholders of Petrobras that acquired
shares on B3 between January 22, 2010 and July 28, 2015. Investors claim alleged financial losses caused by facts related to the investigations
of the so-called Lava Jato investigation.
These claims involve complex issues that are subject
to substantial uncertainties and involve factors such as the novelty of the legal theories, the timing of the Chamber of Arbitration decisions,
the information produced in discovery, besides analysis by retained experts.
The claims asserted are broad and span a multi-year
period. The uncertainties inherent in all such matters affect the amount and timing of their ultimate resolution. As a result, the Company
does not have elements that allow it to provide a reliable estimate of the potential loss in this arbitration.
Depending on the outcome of the remaining complaints,
the Company may have to pay substantial amounts, which may have a significant effect on its consolidated financial position, financial
performance and cash flows in a certain period. However, Petrobras does not recognize responsibility for the losses alleged by investors
in these arbitrations.
These arbitrations are in different stages of processing.
In relation to one of the arbitrations, proposed
by two institutional investors, on May 26, 2020, a partial award was issued which generally recognized the Company's responsibility, but
not determined the payment of amounts by Petrobras. Against these decisions, Petrobras filed a lawsuit for the annulment of the partial
arbitral award on July 20, 2020, as the Company understands that the award contains serious flaws and improprieties. On November 11, 2020,
the 5th Business Court of Rio de Janeiro annulled the partial arbitration award, recognizing the serious flaws and improprieties pointed
out by Petrobras. At the moment, the ruling is awaited after the appeals filed at the time have been judged. The appeals against this
decision are still pending judgement of a final decision. In compliance with CAM rules, the lawsuit is confidential and only available
to those involved in the original arbitration proceeding.
On September 11, 2024, in the arbitration that
was intended to be collective, a final arbitration ruling was handed down, in favor of Petrobras, extinguishing the referred arbitration,
without resolution on the merits, due to the applicant's active illegitimacy to act as a procedural substitute. The arbitration is confidential,
having become final on November 29, 2024.
In turn, on January 9, 2025, in another of these
arbitrations initiated by several foreign investors, a final arbitration award was handed down in favor of Petrobras. The sentence dismissed
the request, accepting one of the defense theses presented by Petrobras, recognizing that, based on Brazilian law, there is no legal permit
that authorizes investors to bring an action for compensation against the Company for indirect damages, such as those related to the devaluation
of the value of shares. This arbitration is confidential, as are the others in progress.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Petrobras will continue to defend itself in this
and other arbitrations.
Accounting policy for provisions
for legal proceedings, contingent liabilities and contingent assets
The Company recognizes provisions for legal, administrative
and arbitration proceedings when the technical assessment of its legal advisors and the judgment of management consider that it is more
likely than not that a present obligation exists and the other conditions to recognize a provision are met, including that it is probable
that an outflow of resources will be required to settle the obligation.
Contingent liabilities are not recognized but are
disclosed in explanatory notes when the likelihood of outflows is possible, including those whose amounts cannot be estimated, considering
the best information available to the date of the issuance of these financial statements.
The methodology used to estimate the provisions
is described in note 4.5.
Contingent assets are not recognized, but are disclosed
in explanatory notes when the inflow of economic benefits is considered probable and the amount is considered material. However, if the
inflow of economic benefits is virtually certain, which, in general, considers the final and unappealable decision, and if the value can
be reliably measured, the related asset is not a contingent asset anymore and it is recognized.
| 20. | Provision for decommissioning
costs |
The following table details the amount of the provision
for decommissioning costs by producing area:
|
12.31.2024 |
12.31.2023 |
Onshore |
493 |
447 |
Shallow waters |
7,266 |
6,253 |
Deep and ultra-deep post-salt |
12,071 |
10,873 |
Pre-salt |
6,373 |
5,630 |
Total |
26,203 |
23,203 |
Current |
1,696 |
2,032 |
Non-current |
24,507 |
21,171 |
Changes in the provision for decommissioning costs
are presented as follows:
Non-current liabilities |
2024 |
2023 |
Opening balance |
23,202 |
18,600 |
Adjustment to provision |
9,373 |
3,821 |
Transfers related to liabilities held for sale |
(407) |
(339) |
Use of provisions |
(1,464) |
(1,227) |
Interest accrued |
970 |
837 |
Others |
27 |
(8) |
Translation adjustment |
(5,498) |
1,519 |
Closing balance |
26,203 |
23,203 |
In 2024, it includes the provision established
for the Cherne cluster (US$ 664) in Rio de Janeiro, the Pescada cluster (US$ 46) in Rio Grande do Norte, and the reduction of
the provision related to the Uruguá cluster, Uruguá and Tambaú fields, (US$ 338) in Rio de Janeiro. In 2023,
it includes the provision established for the Uruguá cluster (US$ 381) and the reduction of the provision related to the Pescada
cluster (US$ 41), as set out in note 29.
The expected realization of the provisions is presented
below:
|
2025 |
2026 |
2027 |
2028 |
2029 |
2030 onwards |
12.31.2024 |
Provision for decommissioning costs |
1,696 |
2,593 |
2,153 |
2,340 |
1,724 |
15,697 |
26,203 |
The effect of a change in the discount rate (key
assumption) may result in material variations of the provision, as outlined below.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Sensitivity to the discount rate (1) |
Effects on provision for decommissioning costs |
Effects on carrying amounts of assets |
Effects on other income and expenses |
Increase of 0.5 percentage points |
(1,631) |
(1,484) |
(146) |
Decrease of 0.5 percentage points |
1,796 |
1,629 |
166 |
(1) It includes liabilities held for sale. |
|
|
|
The transfer to liabilities held for sale refers
to the register and revision of the provision associated with E&P assets in the divestment process and classified as assets held for
sale.
Accounting policy for
decommissioning costs
The initial recognition of legal obligations to
remove equipment and restore land or sea areas at the end of operations occurs after the declaration of commercial feasibility of an oil
and gas field. The calculations of the cost estimates for future environmental removals and recoveries are complex and involve significant
uncertainties (as set out in note 4.6).
The estimates of decommissioning costs are reviewed
annually based on current information on expected costs and recovery plans. When the revision of the estimates results in an increase
in the provision for decommissioning costs, there is a corresponding increase in assets. Otherwise, if a decrease in the liability exceeds
the carrying amount of the asset, the excess shall be recognized immediately in profit or loss, within other income and expenses.
| 21. | Other assets and liabilities |
|
|
|
Assets |
|
12.31.2024 |
12.31.2023 |
Escrow account and/ or collateral |
(a) |
750 |
1,009 |
Advances to suppliers |
(b) |
2,207 |
1,814 |
Prepaid expenses |
(c) |
351 |
453 |
Derivatives transactions |
(d) |
29 |
92 |
Assets related to E&P partnerships |
(e) |
378 |
255 |
Others |
|
336 |
262 |
|
|
4,051 |
3,885 |
Current |
|
1,550 |
1,570 |
Non-Current |
|
2,501 |
2,315 |
|
|
|
|
|
|
|
Liabilities |
|
12.31.2024 |
12.31.2023 |
Obligations arising from divestments |
(f) |
914 |
1,200 |
Contractual retentions |
(g) |
611 |
716 |
Advances from customers |
(h) |
270 |
692 |
Provisions for environmental expenses, research and development and fines |
(i) |
681 |
708 |
Other taxes |
(j) |
301 |
376 |
Unclaimed dividends |
(k) |
276 |
337 |
Derivatives transactions |
(d) |
129 |
62 |
Obligations arising from acquisition of equity interests |
(l) |
130 |
156 |
Various creditors |
|
99 |
138 |
Others |
|
414 |
520 |
|
|
3,825 |
4,905 |
Current |
|
2,205 |
3,015 |
Non-Current |
|
1,620 |
1,890 |
|
|
|
|
The following references detail the nature of the
operations that make up the balances of other assets and liabilities:
a) Amounts deposited for payment of obligations
related to the finance agreement with China Development Bank, as well as margin in guarantee for futures and over-the-counter derivatives.
In addition, there are amounts in investment funds from escrow accounts related to divestment of Transportadora Associada de Gás
S.A. (TAG) and in Nova Transportadora do Sudeste S.A. (NTS).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
b) The balance mainly comprises advances for the
construction of platforms P-80, P-82, P-83, P-84 and P-85 and for the acquisition of underwater oil and gas production and flow equipment.
For each of the agreements related to these advances, the Company has an associated guarantee capable of fully covering the amount advanced
by Petrobras, which includes bank guarantees, letters of credit, guarantee insurance and/or corporate guarantees.
c) Spending on platform charters and equipment
rentals when the start of operations has been postponed due to legal requirements or to the need for technical adjustments.
d) Fair value of open positions and transactions
closed but not yet settled.
e) Cash and amounts receivable from partners in
E&P consortia operated by Petrobras.
f) Provisions for contractual indemnities and financial
reimbursements assumed by Petrobras to be made to the acquirer, referring to abandonment costs of divested assets. The settlement of these
provisions follows decommissioning schedules, with payments beginning between two and three months after the date expected for the execution
of operations, according to the contractual terms for reimbursement of abandonment of the respective oil fields.
g) Retained amounts from obligations with suppliers
to guarantee the execution of the contract, accounted for when the obligations with suppliers are due. Contractual retentions will be
paid to suppliers at the end of the contract, upon issuance of the contract termination term.
h) Amounts related to the advances or cash receipt
from third parties, related to the sale of products or services.
i) Accrued amounts for environmental compensation
assumed by the Company in the course of its operations and research projects.
j) Non-current portion of other taxes (see note
17).
k) Dividends made available to shareholders and
not paid due to the existence of pending registration issues for which the shareholders are responsible with the custodian bank for the
shares and with Petrobras, according to note 32.
l) Obligations arising from the acquisition of
equity interests in Araucária Nitrogenados, which will be settled by the end of 2030.
Accounting policy for other
assets and liabilities
The accounting recognition of obligations arising
from divestment is at present value, using a risk-free discount rate, adjusted to reflect the Company's credit risk, being the best estimate
of the disbursement required to settle the present obligation on the statement of financial position date. The obligations are subject
to significant changes as activity execution schedules are updated and detailed by buyers.
| 22. | The “Lava Jato (Car Wash)
Operation” and its effects on the Company |
In the preparation of these consolidated financial
statements for the the year ended December 31, 2024, the Company considered all the available information relating to the “Lava
Jato” Operation, and did not identify any of such information that would affect the adopted calculation methodology and would trigger
additional write-offs on the overpayments incorrectly capitalized.
The Company will continue to monitor the investigations
and collaborate with the competent authorities. Given the absence of new relevant facts in relation to this operation in recent years,
the Company does not expect any material changes to the write-off recognized in 2014 or to the methodology adopted, unless there is a
new relevant fact in the future.
During 2024, leniency and plea agreements entitled
the Company to receive funds with respect to compensation for damages, in the amount of US$ 60 (US$ 109 in 2023 and US$ 96 in
2022), accounted for as other income and expenses. Thus, the total amount recovered from Lava Jato investigation through December 31,
2024 was US$ 1,787.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 23. | Property, plant and equipment |
|
Land, buildings
and
improvement |
Equipment and other assets (1) |
Assets under
construction (2) |
Exploration and development costs (3) |
Right-of-use assets |
Total |
Balance at January 1, 2024 |
2,687 |
58,409 |
21,516 |
40,432 |
30,380 |
153,424 |
Cost |
4,634 |
118,173 |
31,467 |
74,809 |
44,829 |
273,912 |
Accumulated depreciation and impairment (4) |
(1,947) |
(59,764) |
(9,951) |
(34,377) |
(14,449) |
(120,488) |
Additions |
21 |
381 |
15,203 |
102 |
10,492 |
26,199 |
Decommissioning costs - Additions to / review of estimates |
− |
− |
− |
6,393 |
− |
6,393 |
Capitalized borrowing costs |
− |
− |
1,558 |
− |
− |
1,558 |
Write-offs |
(8) |
(53) |
(300) |
(9) |
(66) |
(436) |
Transfers (5) |
482 |
5,126 |
(7,641) |
2,592 |
10 |
569 |
Transfers to assets held for sale |
− |
20 |
(5) |
(402) |
69 |
(318) |
Depreciation, amortization and depletion |
(78) |
(4,963) |
− |
(3,699) |
(6,213) |
(14,953) |
Impairment recognition (note 25) |
(2) |
(439) |
(324) |
(864) |
(45) |
(1,674) |
Impairment reversal (note 25) |
4 |
140 |
11 |
19 |
13 |
187 |
Translation adjustment |
(621) |
(12,814) |
(5,634) |
(8,643) |
(6,952) |
(34,664) |
Balance at December 31, 2024 |
2,485 |
45,807 |
24,384 |
35,921 |
27,688 |
136,285 |
Cost |
3,895 |
96,963 |
30,321 |
67,357 |
42,366 |
240,902 |
Accumulated depreciation and impairment (4) |
(1,410) |
(51,156) |
(5,937) |
(31,436) |
(14,678) |
(104,617) |
Balance at January 1, 2023 |
2,538 |
55,147 |
14,838 |
38,434 |
19,212 |
130,169 |
Cost |
4,343 |
105,429 |
23,938 |
67,581 |
29,670 |
230,961 |
Accumulated depreciation and impairment (4) |
(1,805) |
(50,282) |
(9,100) |
(29,147) |
(10,458) |
(100,792) |
Additions |
− |
528 |
11,919 |
12 |
15,177 |
27,636 |
Decommissioning costs - Additions to / review of estimates |
− |
− |
− |
2,672 |
− |
2,672 |
Capitalized borrowing costs |
− |
− |
1,277 |
− |
− |
1,277 |
Signature Bonuses Transfers (6) |
− |
− |
− |
16 |
− |
16 |
Write-offs |
(11) |
(304) |
(86) |
(74) |
(156) |
(631) |
Transfers (5) |
58 |
5,531 |
(7,058) |
1,754 |
1 |
286 |
Transfers to assets held for sale |
(16) |
(36) |
99 |
(241) |
(85) |
(279) |
Depreciation, amortization and depletion |
(84) |
(5,079) |
− |
(4,711) |
(5,432) |
(15,306) |
Impairment recognition (note 25) |
− |
(1,689) |
(883) |
(314) |
(39) |
(2,925) |
Impairment reversal (note 25) |
3 |
101 |
9 |
1 |
28 |
142 |
Translation adjustment |
199 |
4,210 |
1,401 |
2,883 |
1,674 |
10,367 |
Balance at December 31, 2023 |
2,687 |
58,409 |
21,516 |
40,432 |
30,380 |
153,424 |
Cost |
4,634 |
118,173 |
31,467 |
74,809 |
44,829 |
273,912 |
Accumulated depreciation and impairment (4) |
(1,947) |
(59,764) |
(9,951) |
(34,377) |
(14,449) |
(120,488) |
(1) It is composed of production platforms, refineries, thermoelectric power plants, natural gas processing plants, pipelines, and other operating, storage and production plants, including subsea equipment for the production and flow of oil and gas, depreciated based on the units of production method. |
(2) See note 13 for assets under construction by operating segment. |
(3) It is composed of exploration and production assets related to wells, abandonment and dismantling of areas, signature bonuses associated with proved reserves and other costs directly associated with the exploration and production of oil and gas, except for assets under "Equipment and other assets". |
(4) In the case of land and assets under construction, it refers only to impairment losses. |
(5) It mainly includes transfers between classes of assets and transfers from advances to suppliers. |
(6) Transfer from Intangible Assets. |
Additions to assets under construction are mainly
due to investments in the production development of Búzios, Mero and other fields in the Espírito Santo, Santos, and Campos
basins. As for additions to right-of-use assets, they are related to the chartering of platforms, notably FPSO Maria Quiteria and FPSO
Duque de Caxias drilling rigs for E&P operations, vessels and to the chartering of the Regasification Vessel Sequoia, operating at
the LNG Terminal in Bahia, and the respective effect on lease liability (note 31).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 23.2. | Estimated useful life |
The useful life of assets subject to depreciation
are shown below:
Asset |
Weighted average useful life in years |
Buildings and improvement |
38 (between 25 and 50) |
Equipment and other assets |
22 (between 1 to 31) - except assets by the units of production method |
Exploration and development costs |
Units of production method or 20 years |
Right-of-use |
14 (between 2 and 50) |
The estimated useful life of buildings and improvements,
equipment and other assets is as follows:
|
Buildings and improvements, equipment and other assets |
|
|
|
|
Estimated useful life |
Cost |
Accumulated depreciation |
Balance at December 31, 2024 |
5 years or less |
4,789 |
(3,830) |
959 |
6 - 10 years |
7,159 |
(5,221) |
1,938 |
11 - 15 years |
4,837 |
(3,466) |
1,371 |
16 - 20 years |
26,561 |
(16,323) |
10,238 |
21 - 25 years |
26,431 |
(9,152) |
17,279 |
25 - 30 years |
10,627 |
(3,505) |
7,122 |
30 years or more |
4,773 |
(1,555) |
3,218 |
Units of production method |
15,535 |
(9,491) |
6,044 |
Total |
100,712 |
(52,543) |
48,169 |
Buildings and improvements |
3,749 |
(1,387) |
2,362 |
Equipment and other assets |
96,963 |
(51,156) |
45,807 |
The table below shows the split by type of asset
and readjustment clauses with possible impacts on accumulated depreciation and impairment, as follows:
|
Platforms |
Vessels |
Properties |
Total |
Cost |
22,484 |
17,542 |
2,340 |
42,366 |
Accumulated depreciation and impairment |
(4,712) |
(9,216) |
(750) |
(14,678) |
Without contractual readjustment clauses |
− |
(7,490) |
(120) |
(7,610) |
With contractual readjustment clauses - Brazil |
(4,712) |
(731) |
− |
(5,443) |
With contractual readjustment clauses – abroad |
− |
(996) |
(629) |
(1,625) |
Balance at December 31, 2024 |
17,772 |
8,326 |
1,590 |
27,688 |
Cost |
23,859 |
18,000 |
2,970 |
44,829 |
Accumulated depreciation and impairment |
(4,803) |
(8,796) |
(850) |
(14,449) |
Without contractual readjustment clauses |
− |
(7,103) |
(168) |
(7,271) |
With contractual readjustment clauses - Brazil |
(4,803) |
(225) |
− |
(5,028) |
With contractual readjustment clauses – abroad |
− |
(1,468) |
(682) |
(2,150) |
Balance at December 31, 2023 |
19,056 |
9,204 |
2,120 |
30,380 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Accounting policy for property,
plant and equipment
Property, plant and equipment are measured at the
cost of acquisition or construction, including all costs necessary to bring the asset to working condition for its intended use and the
estimated cost of dismantling and removing the asset and restoring the site, reduced by accumulated depreciation and impairment losses.
A condition for continuing to operate certain items
of property, plant and equipment, such as industrial plants, offshore plants and vessels is the performance of regular major inspections
and maintenance. Those expenditures are capitalized if a maintenance campaign is expected to occur, at least, 12 months later. Otherwise,
they are expensed when incurred. The capitalized costs are depreciated over the period through the next major maintenance date.
Spare parts are capitalized when they are expected
to be used during more than one period and can only be used in connection with an item of property, plant and equipment, and are depreciated
over the useful life of the item of property, plant and equipment to which they relate.
Borrowing costs directly attributable to the acquisition
or construction of qualifying assets are capitalized as part of the costs of these assets.
General borrowing costs are capitalized based on
the Company’s weighted average cost of borrowings outstanding applied over the balance of assets under construction.
In general, the Company suspends capitalization
of borrowing to the extent investments in a qualifying asset hibernates during a period greater than one year or whenever the asset is
prepared for its intended use.
Assets directly associated to the production of
oil and gas in a contracted area whose useful lives are not less than the life of the field (reserve exhaustion time), including rights
and concessions such as signature bonus, are depleted by the unit-of-production method.
The unit-of-production method of depreciation (amortization)
is computed based on the monthly production volume over the proved developed oil and gas reserves, except for signature bonuses for which
unit of production method takes into account the monthly production over the total proved oil and gas reserves on a field-by-field basis.
Assets related to oil and gas production with useful
lives shorter than the life of the field; floating platforms and other assets unrelated to oil and gas production are depreciated on a
straight-line basis over their useful lives, which are reviewed annually. Note 23.2 provides further information on the estimated useful
life by class of assets. Lands are not depreciated.
Right-of-use assets are presented as property,
plant and equipment and, according to the useful lives of their respective underlying assets and the characteristics of lease agreements
(term, asset transfer or exercise of call option), are depreciated using the straight-line method based on contractual terms.
| 23.4. | Oil and Gas fields operated by
Petrobras returned to ANP |
In 2024, the Cachalote oil and gas field, in Campos
basin, was returned to ANP. The Company wrote this field off due to impairments recognized.
In 2023, the following oil and gas fields, in Campos
basin, were returned to ANP: Atum, Curimã, Espada and Xaréu. Thus, the Company wrote off the amount of US$ 45.
In 2022, the following oil and gas fields, in Ceará
basin, were returned to ANP: Anequim, Congro, Corvina, Garoupa, Garoupinha, Malhado, Namorado, Parati and Viola. These fields were returned
to ANP mainly due to their economic unfeasibility and, as a consequence, the Company wrote off the amount of US$ 619 in addition
to impairments recognized in prior years.
| 23.5. | Capitalization rate used to determine
the amount of borrowing costs eligible for capitalization |
The capitalization rate used to determine the amount
of borrowing costs eligible for capitalization was the weighted average of the borrowing costs applicable to the borrowings that were
outstanding during the period, other than borrowings made specifically for the purpose of obtaining a qualifying asset. For the year ended
December 31,2024, the capitalization rate was 7.19% p.a. (7% p.a. for the year ended December 31, 2023).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Rights and Concessions (1) |
Software |
Goodwill |
Total |
Balance at January 1, 2024 |
2,425 |
592 |
25 |
3,042 |
Cost |
2,489 |
1,891 |
25 |
4,405 |
Accumulated amortization and impairment |
(64) |
(1,299) |
− |
(1,363) |
Addition |
24 |
201 |
− |
225 |
Capitalized borrowing costs |
− |
12 |
− |
12 |
Write-offs |
(18) |
(2) |
− |
(20) |
Transfers |
− |
7 |
− |
7 |
Amortization |
(4) |
(130) |
− |
(134) |
Impairment recognition (note 25) |
(224) |
− |
− |
(224) |
Translation adjustment |
(506) |
(142) |
(5) |
(653) |
Balance at December 31, 2024 |
1,697 |
538 |
20 |
2,255 |
Cost |
1,750 |
1,663 |
20 |
3,433 |
Accumulated amortization and impairment |
(53) |
(1,125) |
− |
(1,178) |
Estimated useful life in years |
Indefinite (2) |
5 |
Indefinite |
|
|
|
|
|
|
Balance at January 1, 2023 |
2,523 |
439 |
24 |
2,986 |
Cost |
2,578 |
1,560 |
24 |
4,162 |
Accumulated amortization and impairment |
(55) |
(1,121) |
− |
(1,176) |
Addition |
148 |
200 |
− |
348 |
Capitalized borrowing costs |
− |
13 |
− |
13 |
Write-offs |
(41) |
− |
− |
(41) |
Transfers |
(11) |
2 |
− |
(9) |
Signature Bonuses Transfers (3) |
(16) |
− |
− |
(16) |
Amortization |
(4) |
(100) |
− |
(104) |
Impairment recognition (note 25) |
(364) |
− |
− |
(364) |
Translation adjustment |
190 |
38 |
1 |
229 |
Balance at December 31, 2023 |
2,425 |
592 |
25 |
3,042 |
Cost |
2,489 |
1,891 |
25 |
4,405 |
Accumulated amortization and impairment |
(64) |
(1,299) |
− |
(1,363) |
Estimated useful life in years |
Indefinite (2) |
5 |
Indefinite |
|
(1) It comprises mainly signature bonuses (amounts paid in concession and production sharing contracts for oil or natural gas exploration), in addition to public service concessions, trademarks and patents and others. |
(2) Mainly composed of assets with indefinite useful lives, which are reviewed annually to determine whether events and circumstances continue to support an indefinite useful life assessment. |
(3) Transfer to PP&E Assets. |
Blocks in the Pelotas Basin -
4th Permanent Concession Offering Cycle
On December 13, 2023, Petrobras acquired exploration
and production rights for oil and natural gas in 29 blocks in the Pelotas Basin during the 4th Permanent Concession Offering Cycle conducted
by ANP, with a signature bonus payment of US$ 20 in 2024. For more information about the contracts signed through partnerships, see
note 27.
| 24.3. | Exploration rights returned to
the ANP |
In 2024, the return of 5 exploratory blocks was
approved, resulting in the write-off of the respective assets. These blocks are: ES-M-598 and ES-M-673, located in the Espírito
Santo Basin; PAR-T-175, in the Paraná Basin, totaling US$ 19; as well as blocks C-M-657 and C-M-709, located in the Campos
Basin, as stated in explanatory note 25. In 2023, 8 exploration areas located in the pre-salt area of the Campos Basin were returned to
ANP, totaling US$ 414 (R$ 2,006 million) in exploration rights written-off.
For more information see note 26 regarding exploration
and evaluation of oil and gas reserves.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Accounting policy for intangible
assets
Intangible assets are measured at the acquisition
cost, less accumulated amortization and impairment losses.
Internally-generated intangible assets are not
capitalized and are expensed as incurred, except for development costs that meet the recognition criteria related to the completion and
use of assets, probable future economic benefits, and others.
When the technical and commercial feasibility of
oil and gas production is demonstrated for the first field in an area, the value of the signature bonus is reclassified to property, plant
and equipment at their full value. While they are registered in intangible assets, they are not amortized. Other intangible assets with
defined useful lives are amortized on a straight-line basis over their estimated useful lives.
If, when defining the technical and commercial
feasibility of the first field of a block, there are exploratory activities being carried out in different locations in the block, so
that oil and gas volumes can be estimated for other possible reservoirs in the area, then the value of the signature bonus is partially
reclassified to PP&E, based on the ratio between the volume of oil and gas expected (oil in place - VOIP) of a specific reservoir
and the total volume of oil and gas expected for all possible reservoirs in the area.
If exploratory activities in the remaining areas
do not result in technical and commercial viability, the corresponding value of the signature bonus is not written off, but transferred
to PP&E and added to the value of the signature bonus related to the location that was previously assessed as technically and commercially
viable.
Intangible assets with an indefinite useful life
are not amortized but are tested annually for impairment. Their useful lives are reviewed annually.
Statement of income |
2024 |
2023 |
2022 |
Impairment (losses) reversals |
(1,531) |
(2,680) |
(1,315) |
Exploratory assets |
(224) |
(364) |
− |
Impairment of equity-accounted investments |
13 |
(2) |
(6) |
Net effect within the statement of income |
(1,742) |
(3,046) |
(1,321) |
Losses |
(1,955) |
(3,307) |
(1,640) |
Reversals |
213 |
261 |
319 |
|
|
|
|
Statement of financial position |
2024 |
2023 |
2022 |
Property, plant and equipment (1) |
(1,487) |
(2,783) |
(1,163) |
Intangible assets (1) |
(224) |
(364) |
(1) |
Assets classified as held for sale |
(32) |
103 |
(151) |
Investments |
1 |
(2) |
(6) |
Net effect within the statement of financial position |
(1,742) |
(3,046) |
(1,321) |
(1) See note 25.1. |
The Company annually tests its assets for impairment
or when there is an indication that their carrying amount may not be recoverable, or that there may be a reversal of impairment losses
recognized in previous years.
On November 21, 2024, management concluded and
approved its Business Plan 2025-2029, considering a complete update of economic assumptions, as well as its project portfolio and estimates
of reserve volumes.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 25.1. | Impairment of property, plant
and equipment and intangible assets |
Asset or CGU by nature (1) |
Carrying amount before impairment testing |
Recoverable amount (2) |
Impairment (losses) / reversals (3) |
Business segment |
Comments |
|
|
|
|
|
2024 |
Producing properties relating to oil and gas activities in Brazil (several CGUs) |
7,998 |
7,000 |
(1,129) |
E&P |
Item (a1) |
Second refining unit in RNEST |
414 |
− |
(421) |
RT&M |
Item (b1) |
Oil and gas exploratory assets (several CGUs) |
200 |
− |
(224) |
E&P |
Item (c1) |
Others |
|
|
63 |
Several |
|
Total |
|
|
(1,711) |
|
|
|
|
|
|
|
2023 |
Producing properties relating to oil and gas activities in Brazil (several CGUs) |
8,332 |
6,108 |
(2,217) |
E&P |
Item (a2) |
Second refining unit in RNEST |
943 |
455 |
(486) |
RT&M |
Item (b2) |
Oil and gas exploratory assets (several CGUs) |
371 |
− |
(364) |
E&P |
Item (c2) |
Others |
− |
− |
(80) |
Several |
|
Total |
|
|
(3,147) |
|
|
|
|
|
|
|
2022 |
Producing properties relating to oil and gas activities in Brazil (several CGUs) |
8,307 |
7,747 |
(628) |
E&P |
Item (a3) |
Oil and gas production and drilling equipment in Brazil (several CGUs) |
486 |
7 |
(478) |
E&P |
Item (d) |
Itaboraí utilities |
919 |
777 |
(142) |
G&LCE |
Item (e) |
Second refining unit in RNEST |
792 |
882 |
89 |
RT&M |
Item (b3) |
Others |
|
|
(5) |
Several |
|
Total |
|
|
(1,164) |
|
|
(1) It only refers to CGUs or assets which presented impairment losses or reversals in the period. |
(2) The recoverable amounts of assets for impairment computation were their value in use, unless otherwise indicated. |
(3) Impairment losses and reversals are calculated individually for each CGU. However, there are certain line items of this table which represent several CGUs. Thus, as impairment reversals are limited to pre-impairment carrying amounts less subsequent depreciation or amortization recognized, the "Impairment (losses) / reversals" of the line items representing several CGUs may not represent a direct relation between "Carrying amount" and "Recoverable Amount". |
In assessing the recoverable amount of property,
plant and equipment and intangible assets, individually or grouped in CGUs, the Company bases its cash flow projections on:
| · | the estimated useful life of the asset or assets
grouped into the CGU, based on the expected use of those assets, considering the Company’s maintenance policy; |
| · | assumptions and financial forecasts approved by management
for the period corresponding to the expected life cycle of each different business; and |
| · | discount rates derived from the Company’s post-tax
weighted average cost of capital (WACC), adjusted by specific risk-premiums in case of projects postponed for an extended period, or by
specific country-risks, in case of assets abroad. The use of post-tax discount rates in determining value in use does not result in different
recoverable amounts if pre-tax discount rates had been used. |
The cash flow projections used to measure the value
in use of the CGUs, at December 31, 2024, were mainly based on the following updated assumptions for average Brent prices and Brazilian
real/U.S. dollar average exchange rates:
At December 31, 2024, average Brent prices and
Brazilian real/U.S. dollar average exchange rates used were:
Business Plan 2025-2029 |
2025 |
2026 |
2027 |
2028 |
2029 |
Long term Average |
Average Brent (US$/barrel) |
83 |
77 |
74 |
71 |
68 |
65 |
Average Brazilian Real (excluding inflation) - Real /U.S. dollar exchange rate |
5.00 |
4.92 |
4.87 |
4.83 |
4.79 |
4.64 |
At December 31, 2023, average Brent prices and
Brazilian real/U.S. dollar average exchange rates used were:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Strategic Plan 2024-2028 |
2024 |
2025 |
2026 |
2027 |
2028 |
Long term Average |
Average Brent (US$/barrel) |
80 |
78 |
75 |
73 |
70 |
65 |
Average Brazilian Real (excluding inflation) - Real /U.S. dollar exchange rate |
5.05 |
5.04 |
5.03 |
4.98 |
4.90 |
4.65 |
At December 31, 2022, average Brent prices and
Brazilian real/U.S. dollar average exchange rates used were:
Strategic Plan 2023-2027 |
2023 |
2024 |
2025 |
2026 |
2027 |
Long term Average |
Average Brent (US$/barrel) |
85 |
80 |
75 |
70 |
65 |
55 |
Average Brazilian Real (excluding inflation) - Real /U.S. dollar exchange rate |
5.02 |
5.00 |
5.00 |
4.97 |
4.88 |
4.76 |
Post-tax discount rates, excluding inflation, applied
in the tests which presented the main impairment losses and reversals for the period were:
Activity |
12.31.2024 |
12.31.2023 |
Producing properties relating to oil and gas activities in Brazil |
7.6% p.a. |
7.6% p.a. |
RT&M in Brazil – postponed projects |
7.7% p.a. |
7.0% p.a. |
In 2024, the main changes in the CGUs (in the E&P
segment) were:
| • | Extinction
of the Carapanaúba field due to its annexation to the Sudoeste de Urucu field (Arara cluster); |
| • | Extinction
of the Cherne cluster due to the signing of a purchase and sale agreement for the transfer of Petrobras' entire interest; |
| • | Extinction
of the Cidade Entre Rios field due to its annexation to the Riacho Ouricuri field; |
| • | Exclusion
of the Cachalote field following the approval of its abandonment; and |
| • | Reintegration
of the Uruguá and Tambaú fields due to the cancellation of the purchase and sale agreement. |
Additional information on key assumptions for impairment
testing and on CGU definitions is presented in note 4.2.2.
Information on the main impairment losses of property,
plant and equipment and intangible assets is presented as follows:
a1) Producing properties in Brazil
– 2024
The assessments of assets linked to oil and gas
production fields in Brazil resulted in net losses amounting to US$ 1,129, primarily related to the CGUs of: (i) Roncador (US$ 366),
Barracuda and Caratinga cluster (US$ 204). These losses were mainly driven by the revision of decommissioning costs, as well as a
reduction in platform efficiency and well performance forecasts for Barracuda and Caratinga cluster, negatively impacting the production
curves of the fields; and (ii). Uruguá/Tambaú (US$ 497) due to the cancellation of the divestment process and the absence
of production curves associated with Business Plan 2025-2029.
a2) Producing properties in Brazil
– 2023
Impairment losses on producing properties in Brazil
amount to US$ 2,217, mainly in Roncador field (US$ 2,004), due to the revision of the production curve, in the Strategic Plan
2024-2028, arising from below-expected performance of its wells observed in 2023, due to the interruption of production in some wells
and to the accelerated decline of production due to the increase in the percentage of water in other wells.
a3) Producing properties in Brazil
– 2022
Impairment losses on producing properties in Brazil
amount to US$ 628, mainly in Roncador field (US$ 518), reflecting the revision of abandonment costs and of the recovery of areas, as well
as changes in operational efficiency estimates, which had a negative effect over production curves of this field.
b1) Second refining unit of RNEST
– 2024
Impairment losses amounting to US$ 421 due to the
increase in investment and operating expenditures estimates reflected in the Business Plan 2025-2029.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
b2) Second refining unit of RNEST
– 2023
In 2023, the Company recognized a US$ 486
loss on this asset, mainly due to: (i) the review of the scope for the implementation of logistics infrastructure, with an increase in
necessary investments; and (ii) the revision of the assumptions of the Strategic Plan 2024-2028, resulting in an increase in operational
costs.
b3) Second refining unit of RNEST
– 2022
The cash flows to measure the value in use of the
second refining unit of RNEST considers operational optimization and the margins for the refining segment estimated in the Strategic Plan
2023-2027, triggering impairment reversals in the amount of US$ 89.
c1) Oil and gas exploratory assets
-2024
The assessments conducted on exploratory assets
indicated a reduction in the recoverable values of the exploratory blocks C-M-657 and C-M-709, located in the Campos Basin and, consequently,
the recognition of losses amounting to US$ 224. Management approved the full and voluntary relinquishment of these blocks to ANP
in October 2024.
c2) Oil and gas exploratory assets
-2023
The assessment carried out on exploratory assets
located in the pre-salt layer of the Campos basin (blocks C-M-210, C-M-277, C-M-344, C-M-346, C-M-411 and C-M-413) resulted in the recognition
of a US$ 364 loss, due to the economic unfeasibility of projects in the phase of production development. In October 2023, the Company’s
management approved the full and voluntary return of these blocks to the ANP.
d) Oil and gas production and
drilling equipment in Brazil - 2022
Impairment losses of US$ 478 relates to equipment
and structures in the E&P segment, mainly due to the decision to cease the use of platforms P-18, P-19, P-20, P-35 and P-47 in the
Marlim field, leading to the recognition of losses in the amount of US$ 402.
e) Itaboraí utilities -
2022
The postponement of the beginning of operations
of the Natural Gas Processing Unit (UPGN) of the Gaslub plant in Itaboraí, in the state of Rio de Janeiro, due to the termination
of the agreement with the contractor responsible for the works, impacted revenue estimate, resulting in the recognition of a US$ 142
impairment loss.
| 25.1.1. | Assets most sensitive to future
impairment recognition |
Whenever the recoverable amount of an asset or
CGU falls below the carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable amount. The following
table presents the assets and CGUs most sensitive to future impairment losses, presenting recoverable amounts close to their current carrying
amounts.
The analysis presented as follows considers CGUs
with estimated impairment losses or reversals if there was a 10% reduction or increase in their recoverable amounts, arising from changes
in material assumptions:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Potential impairment losses - 10% reduction in the recoverable amount |
Business
segment |
Carrying
amount |
Recoverable amount |
Sensitivity |
Asset with recoverable amount close to its carrying amount |
|
|
|
|
CGU Marlim Sul |
E&P |
4,825 |
4,760 |
(65) |
Assets with impairment losses |
|
|
|
|
Producing properties relating to oil and gas activities in Brazil (9 CGUs) |
E&P |
6,656 |
5,991 |
(665) |
Itaboraí utilities |
G&LCE |
900 |
810 |
(90) |
Araucária Nitrogenados -ANSA |
RT&M |
12 |
11 |
(1) |
|
|
12,393 |
11,572 |
(821) |
|
|
|
|
|
Potential impairment reversals - 10% increase in the recoverable amount |
Business
segment |
Carrying
amount |
Recoverable amount |
Sensitivity (1) |
Assets with impairment losses |
|
|
|
|
Producing properties relating to oil and gas activities in Brazil (9 CGUs) |
E&P |
6,656 |
7,322 |
666 |
Itaboraí utilities |
G&LCE |
900 |
989 |
89 |
Araucária Nitrogenados -ANSA |
RT&M |
12 |
13 |
1 |
|
|
7,568 |
8,324 |
756 |
(1) When calculating a 10% increase in the recoverable amount, the amount of impairment to be reversed is limited to the accumulated impairment of the CGU or to their recoverable amounts, whichever is lower. |
Accounting policy for impairment
of property, plant and equipment and intangible assets
Property, plant and equipment and intangible assets
are assessed for impairment at the smallest identifiable group that generates largely independent cash inflows from other assets or groups
of assets (CGU). Note 4.2 presents detailed information about the Company’s CGUs.
Assets related to development and production of
oil and gas assets (fields or clusters) that have indefinite useful lives, such as goodwill, are tested for impairment at least annually,
irrespective of whether there is any indication of impairment.
Considering the existing synergies between the
Company’s assets and businesses, as well as the expectation of the use of its assets for their remaining useful lives, value in
use is generally used by the Company for impairment testing purposes. When specifically indicated, the Company assesses differences between
its assumptions and assumptions that would be used by market participants in the determination of the fair value of an asset or CGU.
Reversal of previously recognized impairment losses
may occur for assets other than goodwill.
| 25.2. | Assets classified as held for
sale |
Asset or CGU by nature (1) |
Carrying amount before impairment testing |
Recoverable amount (2) |
Impairment (losses) / reversals (3) |
Business segment |
|
|
|
|
2024 |
Producing properties relating to oil and gas activities |
44 |
− |
(44) |
E&P |
Others |
|
|
12 |
Several |
Total |
|
|
(32) |
|
|
|
|
|
2023 |
Producing properties relating to oil and gas activities |
230 |
334 |
102 |
E&P |
Others |
|
|
1 |
Several |
Total |
|
|
103 |
|
|
|
|
|
2022 |
Producing properties relating to oil and gas activities |
376 |
300 |
(116) |
E&P |
Refinery and associated logistics assets |
77 |
34 |
(44) |
RT&M |
Others |
|
|
9 |
Several |
Total |
|
|
(151) |
|
(1) It only refers to assets or groups of assets which presented impairment losses or reversals in the period. |
(2) The recoverable amounts of assets for impairment computation were their fair value. |
In 2024, the Company recognized impairment losses
on assets held for sale arising from the assessment at the fair value of assets, net of disposal expenses, mainly arising from Pescada
cluster, due to decommissioning cost review.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
In 2023, the Company recognized reversals on assets
held for sale in the amount of US$ 103 arising from the assessment at the fair value of assets, net of disposal expenses, mainly
arising from the approval for the disposal of Uruguá cluster (US$ 102).
In 2022, the Company recognized losses on assets
held for sale in the amount of US$ 151, arising from the assessment at the fair value of assets, net of disposal expenses, mainly:
| i. | producing properties relating to oil and gas activities
– a US$ 116 impairment loss, due to the revision of abandonment costs and of the recovery of areas of several concessions in
clusters Golfinho (a US$ 72 impairment loss), Pescada (a US$ 29 impairment loss) and Camarupim (a US$ 15 impairment loss);
and |
| ii. | refinery and associated logistics assets: approval
for the disposal of LUBNOR refinery, in the state of Ceará, resulting in the recognition of a US$ 44 impairment loss. |
The accounting policy for assets and liabilities
held for sale is set out in note 29.
| 25.3. | Investments in associates and
joint ventures (including goodwill) |
Value in use is generally used for impairment test
of investments in associates and joint ventures (including goodwill). The basis for estimates of cash flow projections includes: projections
covering a period of 5 to 12 years, zero-growth rate perpetuity, budgets, forecasts and assumptions approved by management and a post-tax
discount rate derived from the WACC or the Capital Asset Pricing Model (CAPM) models, specific for each case.
Accounting policy for impairment
of associates and joint ventures
Investments in associates and joint ventures are
tested individually for impairment. When performing impairment testing of an equity-accounted investment, goodwill, if it exists, is also
considered part of the carrying amount to be compared to the recoverable amount.
Except when specifically indicated, value in use
is generally used by the Company for impairment testing purposes in proportion to the Company’s interests in the present value of
future cash flow projections via dividends and other distributions.
| 25.3.1. | Investment in publicly traded
associates |
Braskem S.A.
Braskem’s shares are publicly traded on stock
exchanges in Brazil and abroad. As of December 31, 2024, the quoted market value of the Company’s investment in Braskem was US$ 557
based on the quoted values of both Petrobras’ interest in Braskem’s common stock (47% of the outstanding shares), and preferred
stock (22% of the outstanding shares, see note 28.4). However, there is extremely limited trading of the common shares, since non-signatories
of the shareholders’ agreement hold only approximately 3% of the common shares.
Given the operational relationship between Petrobras
and Braskem, the recoverable amount of the investment for impairment testing purposes was determined based on value in use, considering
future cash flow projections and the manner in which the Company can derive value from this investment via dividends and other distributions
to arrive at its value in use. As the recoverable amount was higher than the carrying amount, no impairment losses were recognized for
this investment.
Cash flow projections to determine the value in
use of Braskem were based on estimated prices of feedstock and petrochemical products reflecting international trends on prices, petrochemical
products sales volume estimates reflecting projected Brazilian and global G.D.P. growth, post-tax discount rate (excluding inflation)
of 7.4% p.a., (WACC), and decreases in the EBITDA margin during the growth cycle of the petrochemical industry in the next years and increases
in the long-term. Estimated exchange rates and Brent prices are the same as those set out in note 25.1.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 26. | Exploration and evaluation of
oil and gas reserves |
The exploration and evaluation activities include
the search for oil and gas reserves from the date of obtaining the legal rights to explore a specific area to the moment in which technical
and commercial feasibility to produce oil and gas are demonstrated.
Changes in the balances of capitalized costs directly
associated with exploratory wells pending determination of proved reserves and the balance of amounts paid for obtaining rights and concessions
for exploration of oil and natural gas (capitalized acquisition costs) are set out in the following table:
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (1) |
2024 |
2023 |
Property plant and equipment |
|
|
Opening Balance |
1,512 |
1,876 |
Additions |
338 |
505 |
Write-offs |
(27) |
(8) |
Transfers |
(3) |
(1,000) |
Translation adjustment |
(345) |
139 |
Closing Balance |
1,475 |
1,512 |
Intangible assets |
|
|
Opening Balance |
2,313 |
2,406 |
Additions |
20 |
147 |
Write-offs |
(19) |
(41) |
Transfers |
− |
(16) |
Losses on exploration expenditures written off |
(224) |
(364) |
Translation adjustment |
(481) |
181 |
Closing Balance |
1,609 |
2,313 |
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs |
3,084 |
3,825 |
(1) Amounts capitalized and subsequently expensed in the same period have been excluded from this table. |
|
|
The additions occurred in Intangible assets during
2024 mainly referred to due to the signing of agreement of the 29 blocks in the Pelotas Basin acquired in the 4th Permanent Concession
Offering Cycle.
The recognition of losses in Intangible assets
(US$ 224), in 2024, was due to the economic unfeasibility of the exploratory blocks C-M-657 and C-M-709, located in the Campos Basin,
given that the Company decided not to complete the development of these projects (see note 25).
In 2023, the recognition of losses in Intangible
Assets (US$ 364) was due to the economic unfeasibility of the projects in blocks C-M-210, C-M-277, C-M-344, C-M-346, C-M-411 and C-M-413,
which were in the production development phase. In October 2023, the Company’s Management approved the voluntary full return of
these blocks to the ANP, in addition to the return of Dois Irmãos block (US$ 37) and Três Marias block (US$ 6).
All blocks are located in the pre-salt layer of the Campos basin and the corresponding assets were written-off.
The transfers which occurred in Property plant
and equipment during 2023 were destined for the production development projects of the Raia Pintada and Raia Manta fields, related to
the BM-C-33 block (US$ 968), and the Sépia field (US$ 46).
Exploration costs recognized in the statement of
income and cash used in oil and gas exploration and evaluation activities are set out in the following table:
|
2024 |
2023 |
2022 |
Exploration costs recognized in the statement of income |
|
|
|
Geological and geophysical expenses |
(412) |
(566) |
(358) |
Exploration expenditures written off (includes dry wells and signature bonuses (1) |
(482) |
(421) |
(248) |
Contractual penalties on local content requirements |
(5) |
12 |
(47) |
Other exploration expenses |
(14) |
(7) |
(34) |
Total expenses |
(913) |
(982) |
(687) |
Cash used in: |
|
|
|
Operating activities |
426 |
573 |
393 |
Investment activities |
582 |
672 |
555 |
Total cash used |
1,008 |
1,245 |
948 |
(1) It includes amounts relating to economic unfeasibility of exploratory blocks (note 25). |
|
|
|
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
In 2023 and 2022, Petrobras signed Terms of Conduct
Adjustment (TACs) with the ANP to offset local content fines related in 24 concessions in which Petrobras has a 100% interest and in 22
concessions in which Petrobras operates in partnership with other companies.
The TACs converted fines into investment commitments
in the Exploration and Production segment with local content, resulting in the closing of administrative proceedings, resulting in a US$
0.2 gain in 2024 due to the reversal of liabilities (a US$ 54 gain in 2023).
As of December 31, 2024, under the terms of the
agreement, Petrobras commits to investing US$ 160 (R$ 990) in local content by December 31, 2027.
Accounting policy for
exploration and evaluation of oil and gas reserves
The costs incurred in connection with the
exploration, appraisal and development of crude oil and natural gas production are accounted for using the successful efforts method of
accounting, as set out below:
| • | geological and geophysical costs related to exploration
and appraisal activities incurred until economic and technical feasibility are demonstrated are immediately recognized as an expense; |
| • | amounts paid for obtaining concessions for exploration
of crude oil and natural gas (capitalized acquisition costs) are initially capitalized as intangible assets and are transferred to property,
plant and equipment once the technical and commercial feasibility are demonstrated. More information on intangible assets accounting policy,
see note 24; |
| • | costs directly attributable to exploratory wells,
including their equipment, installations and other costs necessary to identify the technical and commercial feasibility, pending determination
of proved reserves, are capitalized within property, plant and equipment. In some cases, exploratory wells have discovered oil and gas
reserves, but at the moment the well drilling is completed they are not yet able to be classified as proved. In such cases, the expenses
continue to be capitalized if the well has found a sufficient quantity of reserves to justify its completion as a producing well and progress
on assessing the reserves and the technical and commercial feasibility of the project is under way (for more information see note 26.1); |
| • | an internal commission of technical executives of
the Company reviews monthly these conditions for each well, by analysis of geoscience and engineering data, existing economic conditions,
operating methods and government regulations (for more information see note 4.1); |
| • | costs related to exploratory wells drilled in areas
of unproved reserves are charged to expense when determined to be dry or uneconomic by the aforementioned internal commission; and |
| • | costs related to the construction, installation and
completion of infrastructure facilities, such as drilling of development wells, construction of platforms and natural gas processing units,
construction of equipment and facilities for the extraction, handling, storing, processing or treating crude oil and natural gas, pipelines,
storage facilities, waste disposal facilities and other related costs incurred in connection with the development of proved reserve areas
(technically and commercially feasible) are capitalized within property, plant and equipment. |
| 26.1. | Aging of Capitalized Exploratory
Well Costs |
The following tables set out the amounts of
exploratory well costs that have been capitalized for a period of one year or more after the completion of drilling, the number of projects
whose costs have been capitalized for a period greater than one year, and an aging of those amounts by year (including the number of wells
relating to those costs):
|
|
|
Aging of capitalized exploratory well costs (1) |
2024 |
2023 |
Exploratory well costs capitalized for a period of one year |
311 |
211 |
Exploratory well costs capitalized for a period greater than one year |
1,164 |
1,301 |
Total capitalized exploratory well costs |
1,475 |
1,512 |
Number of projects relating to exploratory well costs capitalized for a period greater than one year |
18 |
17 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Capitalized costs (2024) |
Number of wells |
2023 |
76 |
2 |
2022 |
209 |
3 |
2021 |
73 |
2 |
2020 |
17 |
1 |
2019 and previous years |
789 |
14 |
Exploratory well costs that have been capitalized for a period greater than one year |
1,164 |
22 |
(1) Amounts paid for obtaining rights and concessions for exploration of oil and gas (capitalized acquisition costs) are not included. |
|
|
Exploratory well costs that have been capitalized
for a period greater than one year since the completion of drilling relate to 18 projects comprising 22 wells, are composed of (i) US$
1,046 of wells in areas in which there has been ongoing drilling or firmly planned drilling activities for the near term and for which
an evaluation plan has been submitted for approval to the ANP; and (ii) US$ 118 relates to costs incurred to evaluate technical and commercial
feasibility necessary for the decision on the production development and on definition of proved reserves.
| 26.2. | Collateral for crude oil exploration
concession agreements |
The Company has granted collateral to ANP in connection
with the performance of the Minimum Exploration Programs established in the concession agreements for petroleum exploration areas in the
total amount of US$ 1,250 (US$ 1,770 as of December 31, 2023), which is still in force as of December 31, 2024, net of commitments
undertaken. As of December 31, 2024, the collateral comprises future crude oil production capacity from Marlim and Buzios producing fields,
already in production, pledged as collateral, in the amount of US$ 1,239 (US$ 1,756 as of December 31, 2023) and bank guarantees
of US$ 11 (US$ 14 as of December 31, 2023).
| 27. | Consortia (partnerships) in E&P
activities |
In line with its strategic objectives, Petrobras
operates in association with other companies in consortia as holder of oil and natural gas exploration and production rights in concessions
and production sharing regimes.
As of December 31, 2024, the Company holds interests
in 95 consortia with 34 companies, among which Petrobras is the operator in 64 (67 consortia with 32 companies and operator in 39, as
of December 31, 2023). In 2024, the Company formed 32 new consortia, stopped participating in 2 others, and now holds 100% in 2 others.
The partnerships established in 2024, with Petrobras
as the operator, are related to the 4th Cycle of the Permanent Concession Offer in the Pelotas Basin, as follows:
| • | 26
contracts with Petrobras holding a 70% interest and Shell holding 30%; and |
| • | 3
contracts with Petrobras holding a 50% interest, Shell 30%, and CNOOC 20% (note 24.2). |
Additionally, Petrobras will act as a non-operator
in 3 new partnerships in São Tomé and Príncipe.
In 2023, 2 new partnerships were formed with Petrobras
as the operator, both related to the 1st Cycle of the Permanent Sharing Offer:
| • | Campos
Basin, with 30% held by Petrobras, 30% by TotalEnergies, 20% by Petronas, and 20% by Qatar Energy; and |
| • | Santos
Basin, with Petrobras holding a 60% interest and Shell 40%. |
Consortia bring benefits through risk sharing,
increased investment capacity, technical and technological interchange, aiming at the growth in oil and gas production. The following
table presents the production referring to Petrobras's participation in the main fields in which the Company is the operator in the consortium:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Field |
Location |
Petrobras interest |
Partners
interest |
Petrobras production portion in 2024 (mboed) |
Regime |
Tupi |
Santos basin pre-salt |
65% |
Shell - 25%
Petrogal - 10% |
666 |
Concession |
Búzios ECO |
Santos basin pre-salt |
85% |
CNODC - 10%
CNOOC - 5% |
501 |
Production sharing |
Mero |
Santos basin pre-salt |
40% |
TotalEnergies - 20%
Shell - 20%
CNODC - 10%
CNOOC – 10% |
136 |
Production sharing |
Roncador |
Campos basin |
75% |
Equinor - 25% |
85 |
Concession |
Sapinhoá |
Santos basin pre-salt |
45% |
Shell - 30%
Repsol Sinopec - 25% |
77 |
Concession |
Atapu ECO |
Santos basin pre-salt |
52.5% |
Shell - 25%
TotalEnergies - 22.5% |
47 |
Production sharing |
Berbigão |
Santos basin pre-salt |
42.5% |
Shell - 25%
TotalEnergies - 22.5%
Petrogal - 10% |
31 |
Concession |
Sururu |
Santos basin pre-salt |
42.5% |
Shell - 25%
TotalEnergies - 22.5%
Petrogal - 10% |
29 |
Concession |
Tartaruga Verde |
Campos basin |
50.0% |
Petronas - 50% |
26 |
Concession |
Sépia ECO |
Santos basin pre-salt |
30% |
TotalEnergies - 28%
Petronas - 21%
Qatar - 21% |
19 |
Production sharing |
Total |
|
|
|
1,617 |
|
Accounting policy for joint
operations
The E&P consortia are classified as joint operations,
where the assets, liabilities, revenues and expenses relating to these consortia are accounted for in the financial statements individually,
observing the applicable specific accounting policies and reflecting the portion of the contractual rights and obligations that the Company
has.
| 27.1. | Unitization Agreements |
Petrobras has Production Individualization Agreements
(AIP) signed in Brazil with partner companies in E&P consortia. These agreements result in reimbursements payable to (or receivable
from) partners regarding expenses and production volumes mainly related to Agulhinha, Albacora Leste, Berbigão, Budião Noroeste,
Budião Sudeste, Caratinga and Sururu.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Provision for equalizations
(1)
The table below presents changes in the reimbursements
payable relating to the execution of the AIP submitted to the approval of the ANP:
|
|
|
|
|
2024 |
2023 |
Opening balance |
|
|
|
|
462 |
407 |
Additions to PP&E, net of write-offs |
|
|
|
|
230 |
17 |
Payments made |
|
|
|
|
(1) |
(56) |
Other income and expenses |
|
|
|
|
16 |
62 |
Translation adjustments |
|
|
|
|
(130) |
32 |
Closing balance (1) |
|
|
|
|
577 |
462 |
(1) Notably Berbigão, Sururu and Agulhinha. |
In 2024, these agreements resulted in additions
and write-offs in PP&E, in addition to other income and expenses, reflecting the best available estimate of the assumptions used in
the calculation base and the sharing of assets in areas to be equalized.
Closed agreements in 2024
In May 2024, the Agreement on Expenditure and Volume
Equalization, provided for in the Brava Shared Reservoir AIP, was signed. The amount paid by Petrobras to Pré-sal Petróleo
S.A. (PPSA) on June 24, 2024 was US$ 1.
Accounting Policy for unitization
agreements
A unitization agreement occurs when a reservoir
extends across two or more license or contract areas. In this case, partners pool their individual interests in return for an interest
in the overall unit (shared reservoir) and determine their new share in the single producing unit.
Events that occurred prior to the unitization agreement
may lead to the need for compensation between the partners. The compensation will be the difference between the expenses actually incurred
by each party up to the reference date and those that should have been incurred by each party if the established participations in the
shared reservoir by the AIP were already in effect during that period.
At the signing of the AIP, an amount to be reimbursed
to the Company will be recognized as an asset only when there is a contractual right to reimbursement or when the reimbursement is practically
certain. An amount to be reimbursed by the Company will be recognized as a liability when it derives from a contractual obligation or,
when the outflow of funds is deemed probable and the amount can be reliable estimated. The provision will be offset by an increase or
decrease in PP&E, revenues and/or expenses, according to the nature of the events to be reimbursed.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 28.1. | Information on direct subsidiaries,
joint arrangements and associates |
|
Main
business segment |
%
Petrobras' ownership |
% Petrobras'
voting rights |
Sales revenues (1) |
Share-holders’
equity (deficit) |
Net income
(loss)for
the year |
Country |
Subsidiaries |
|
|
|
|
|
|
|
Petrobras International Braspetro - PIB BV |
Several |
100.00 |
100.00 |
44,842 |
59,836 |
3,668 |
Netherlands |
Petrobras Transporte S.A. - Transpetro |
RT&M |
100.00 |
100.00 |
2,227 |
932 |
161 |
Brazil |
Petrobras Logística de Exploração e Produção S.A. - PB-LOG |
E&P |
100.00 |
100.00 |
281 |
60 |
99 |
Brazil |
Petrobras Biocombustível S.A. |
G&LCE |
100.00 |
100.00 |
242 |
135 |
13 |
Brazil |
Araucária Nitrogenados S.A. |
RT&M |
100.00 |
100.00 |
− |
90 |
75 |
Brazil |
Termomacaé S.A. |
G&LCE |
100.00 |
100.00 |
11 |
48 |
7 |
Brazil |
Braspetro Oil Services Company - Brasoil |
Corporate, others |
100.00 |
100.00 |
− |
2 |
− |
Cayman Islands |
Termobahia S.A. |
G&LCE |
98.85 |
98.85 |
− |
56 |
10 |
Brazil |
Baixada Santista Energia S.A. |
G&LCE |
100.00 |
100.00 |
− |
53 |
8 |
Brazil |
Fundo de Investimento Imobiliário RB Logística - FII |
Corporate, others |
99.15 |
99.15 |
− |
18 |
5 |
Brazil |
Procurement Negócios Eletrônicos S.A. |
Corporate, others |
72.00 |
49.00 |
14 |
6 |
1 |
Brazil |
Petrobras Comercializadora de Gás e Energia e Participações S.A. |
G&LCE |
100.00 |
100.00 |
29 |
12 |
5 |
Brazil |
Transportadora Brasileira Gasoduto Bolívia - Brasil S.A. |
G&LCE |
51.00 |
51.00 |
313 |
61 |
85 |
Brazil |
Associação Petrobras de Saúde (2) |
Corporate, others |
93.47 |
93.47 |
892 |
117 |
5 |
Brazil |
Joint operations |
|
|
|
|
|
|
|
Fábrica Carioca de Catalizadores S.A. - FCC |
RT&M |
50.00 |
50.00 |
60 |
47 |
22 |
Brazil |
Joint ventures |
|
|
|
|
|
|
|
Logum Logística S.A. |
RT&M |
30.00 |
30.00 |
− |
186 |
(23) |
Brazil |
Petrocoque S.A. Indústria e Comércio |
RT&M |
50.00 |
50.00 |
− |
23 |
4 |
Brazil |
Refinaria de Petróleo Riograndense S.A. |
RT&M |
33.20 |
33.33 |
− |
5 |
(16) |
Brazil |
Brasympe Energia S.A. |
G&LCE |
20.00 |
20.00 |
− |
13 |
3 |
Brazil |
Metanor S.A. - Metanol do Nordeste |
RT&M |
34.54 |
50.00 |
− |
20 |
6 |
Brazil |
Companhia de Coque Calcinado de Petróleo S.A. - Coquepar |
RT&M |
45.00 |
45.00 |
− |
− |
− |
Brazil |
Associates |
|
|
|
|
|
|
|
Braskem S.A. (3) |
RT&M |
36.15 |
47.03 |
− |
(4) |
(1,053) |
Brazil |
Energética SUAPE II S.A. |
G&LCE |
20.00 |
20.00 |
− |
84 |
32 |
Brazil |
Nitrocolor Produtos Químicos LTDA. |
RT&M |
38.80 |
38.80 |
− |
− |
− |
Brazil |
Bioenergética Britarumã S.A. |
G&LCE |
30.00 |
30.00 |
− |
− |
− |
Brazil |
Transportadora Sulbrasileira de Gás - TSB |
G&LCE |
25.00 |
25.00 |
− |
2 |
1 |
Brazil |
(1) Sales revenues refers to the home country of companies. Regarding PIBBV, the composition of sales revenue is: 55% in the Netherlands, 26% in the United States, and 19% in Singapore. |
(2) APS is a non-profit civil association, which carries out health assistance activities, and is consolidated in the Company’s financial statements. |
(3) Equity and net income at September 30, 2024, most current public information. |
The main investees of PIB BV are:
| • | Petrobras
Global Trading B.V. – PGT (100%, based in the Netherlands), dedicated to the trade of oil, oil products, biofuels and LNG (liquefied
natural gas), as well as to the funding of its activities in light of Petrobras; |
| • | Petrobras
Global Finance B.V. – PGF (100%, based in the Netherlands); the finance subsidiary of Petrobras, raising funds through bonds issued
in the international capital market; |
| • | Petrobras
America Inc. – PAI (100%, based in the United States), dedicated to trading and E&P activities (MP Gulf of Mexico, LLC); |
| • | Petrobras
Singapore Private Limited - PSPL (100%, based in Singapore), which operates primarily in the trading of crude oil, oil products, biofuels
and liquefied natural gas (LNG); and |
| • | Petrobras
Netherlands B.V. - PNBV (100%, based in the Netherlands), operates through joint operations in Tupi BV (67.59%), Guará BV (45%),
Libra (40%), Papa Terra BV (62.5%), Roncador BV (75%), Iara BV (90.11%), Petrobras Frade Inversiones SA - PFISA (100%) and BJSOO BV (20%),
dedicated to the construction and lease of equipment and platforms for Brazilian E&P consortia. Considering the liquidation process
of companies in the Netherlands, the company Agri BV was liquidated in the fiscal year 2024. Currently, the Company is assessing the
liquidation of Guara BV, Libra BV, Papa-Terra BV, Roncador BV and PFISA, where conditions precedent are pending. Subsequently, the Company
will assess the liquidation of Tupi BV and Iara BV. |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
In 2024, the Company carried out the disposal of
the following direct investments:
| • | Transfer
of its entire 30% equity interest in Brentech Energia S.A. on May 29, 2024. |
| • | Exercise
of the tag-along right for its 18.8% equity interest in the capital of UEG Araucária S.A. (UEGA) on July 1, 2024. |
Additionally, the Company approved the dissolution
of Refinaria de Mucuripe S.A. on December 30, 2024.
| 28.2. | Investments in associates and
joint ventures |
|
Balance at 12.31.2023 |
Investments |
Restructuring, capital decrease and others |
Results in equity-accounted investments |
CTA |
OCI |
Dividends |
Balance at
12.31.2024 |
Joint Ventures |
481 |
13 |
− |
125 |
(4) |
− |
(134) |
481 |
MP Gulf of Mexico, LLC/PIB BV |
340 |
− |
− |
75 |
1 |
− |
(118) |
298 |
Compañia Mega S.A. - MEGA |
119 |
− |
− |
60 |
1 |
− |
(17) |
163 |
Other joint ventures |
22 |
13 |
− |
(10) |
(6) |
− |
1 |
20 |
Associates |
873 |
9 |
(12) |
(752) |
323 |
(261) |
(5) |
175 |
Others Associates |
873 |
9 |
(12) |
(752) |
323 |
(261) |
(5) |
175 |
Other investments |
4 |
− |
− |
− |
(1) |
− |
− |
3 |
Total |
1,358 |
22 |
(12) |
(627) |
318 |
(261) |
(139) |
659 |
|
Balance at 12.31.2022 |
Investments |
Restructuring, capital decrease and others |
Results in equity-accounted investments |
CTA |
OCI |
Dividends |
Balance at
12.31.2023 |
Joint Ventures |
546 |
12 |
− |
(2) |
2 |
1 |
(78) |
481 |
MP Gulf of Mexico, LLC/PIB BV |
374 |
− |
− |
(3) |
(1) |
− |
(30) |
340 |
Compañia Mega S.A. - MEGA |
149 |
− |
− |
4 |
1 |
− |
(35) |
119 |
Other joint ventures |
23 |
12 |
− |
(3) |
2 |
1 |
(13) |
22 |
Associates |
1,016 |
12 |
(1) |
(302) |
(114) |
266 |
(4) |
873 |
Other investments |
4 |
− |
− |
− |
− |
− |
− |
4 |
Total |
1,566 |
24 |
(1) |
(304) |
(112) |
267 |
(82) |
1,358 |
| 28.3. | Investments in non- consolidated
listed companies |
|
Thousand-share lot |
|
Quoted stock exchange prices (US$ per share) |
Fair value |
|
12.31.2024 |
12.31.2023 |
Type |
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
Associate |
|
|
|
|
|
|
|
Braskem S.A. |
212,427 |
212,427 |
Common |
1.95 |
4.48 |
415 |
952 |
Braskem S.A. |
75,762 |
75,762 |
Preferred A |
1.87 |
4.52 |
142 |
342 |
|
|
|
|
|
|
557 |
1,294 |
The fair value of these shares does not necessarily
reflect the realizable value upon sale of a large block of shares.
Information on the main estimates used in the cash
flow projections to determine the value in use of Braskem is set out in note 25.
| 28.4. | Non-controlling interest |
The total amount of non-controlling interest at
December 31, 2024 is US$ 244 (US$ 392 in 2023) primarily comprising US$ 201 of FIDC (US$ 331 in 2023); and US$ 30
of Transportadora Brasileira Gasoduto Brasil-Bolívia – TBG (US$ 51 in 2023).
Condensed financial information is set out as follows:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
FIDC |
TBG |
|
2024 |
2023 |
2024 |
2023 |
Current assets |
14,839 |
7,803 |
156 |
260 |
Property, plant and equipment |
− |
1 |
246 |
314 |
Other non-current assets |
− |
− |
4 |
4 |
|
14,839 |
7,804 |
406 |
578 |
Current liabilities |
13 |
8 |
159 |
250 |
Non-current liabilities |
− |
− |
186 |
224 |
Shareholders' equity |
14,826 |
7,796 |
61 |
104 |
|
14,839 |
7,804 |
406 |
578 |
Sales revenues |
− |
− |
313 |
349 |
Net income |
1,317 |
1,203 |
85 |
153 |
Increase (decrease) in cash and cash equivalents |
203 |
(1,133) |
(51) |
39 |
The Credit Rights Investment Fund (FIDC) is a fund
mainly intended to securitize “performed” and “non-performed” credits for operations carried out by the Company’s
subsidiaries, aiming to optimize cash management.
TBG is an indirect subsidiary which operates in
natural gas transmission activities mainly through Bolivia-Brazil Gas Pipeline. The Company holds 51% of interests in this indirect subsidiary.
| 28.5. | Summarized information on joint
ventures and associates |
The Company invests in joint ventures and associates
in Brazil and abroad, whose activities are related to petrochemical, refining, production, trade and logistics of oil products, gas distribution,
biofuels, thermoelectric power plants, and other activities. Condensed financial information is set out below:
|
2024 |
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joint ventures |
Associates(1) |
Joint ventures |
Associates(1) |
|
|
|
|
|
|
|
|
|
|
In Brazil |
MP Gulf of Mexico, LLC |
Other
companies
abroad |
|
In Brazil |
MP Gulf of Mexico, LLC |
Other
companies
abroad |
|
|
|
|
|
|
|
|
|
|
Current assets |
345 |
400 |
271 |
6,102 |
330 |
537 |
275 |
7,910 |
Non-current assets |
242 |
6 |
22 |
3,365 |
272 |
66 |
9 |
2,591 |
Property, plant and equipment |
418 |
1,808 |
305 |
6,594 |
525 |
1,863 |
189 |
8,082 |
Other non-current assets |
29 |
− |
− |
1,267 |
41 |
1 |
− |
1,263 |
|
1,034 |
2,214 |
598 |
17,328 |
1,168 |
2,467 |
473 |
19,846 |
Current liabilities |
284 |
315 |
99 |
4,554 |
313 |
365 |
70 |
5,096 |
Non-current liabilities |
498 |
425 |
19 |
12,641 |
533 |
424 |
52 |
13,182 |
Shareholders' equity |
246 |
1,176 |
480 |
43 |
315 |
1,336 |
351 |
1,690 |
Non-controlling interest |
6 |
298 |
− |
90 |
7 |
342 |
− |
(122) |
|
1,034 |
2,214 |
598 |
17,328 |
1,168 |
2,467 |
473 |
19,846 |
|
|
|
|
|
|
|
|
|
Sales revenues |
786 |
1,124 |
149 |
14,430 |
1,036 |
907 |
− |
14,199 |
Net Income (loss) for the year |
(25) |
481 |
208 |
(2,119) |
5 |
408 |
21 |
(849) |
Ownership interest - % |
20 to 50% |
20% |
34 to 45% |
20 to 38.8% |
20 to 50% |
20% |
34 to 45% |
18.8 to 38.8% |
(1) It is mainly composed of Braskem. |
Accounting policy for investments
Basis of consolidation
The consolidated financial statements include the
financial information of Petrobras and the entities it controls (subsidiaries), joint operations (at the level of interest the Company
has in them) and consolidated structured entities.
Intragroup balances and transactions, including
unrealized profits arising from intragroup transactions, are eliminated in the consolidation of the financial statements.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Investments in other companies
Profit or loss, assets and liabilities related
to joint ventures and associates are accounted for by the equity method.
Business combination
A business combination is a transaction in which
the acquirer obtains control of another business, regardless it legal form. Acquisitions of businesses are accounted for using the acquisition
method when control is obtained. Combinations of entities under common control are accounted for at cost. The acquisition method requires
that the identifiable assets acquired and the liabilities assumed be measured at the acquisition-date fair value, with limited exceptions.
| 29. | Disposal of assets and other
transactions |
The major classes of assets and related liabilities
classified as held for sale are shown in the following table:
|
|
12.31.2024 |
12.31.2023 |
|
E&P |
Total |
Total |
Assets classified as held for sale |
|
|
|
Property, plant and equipment |
510 |
510 |
335 |
Total |
510 |
510 |
335 |
Liabilities on assets classified as held for sale |
|
|
|
Finance debt |
− |
- |
99 |
Provision for decommissioning costs |
713 |
713 |
442 |
Total |
713 |
713 |
541 |
| 29.1. | Sales pending closing at December
31, 2024 |
| a) | Cherne and Bagre fields |
On April 25, 2024, the Company signed an agreement
with Perenco Pétroleo e Gás Ltda (“Perenco”) for the sale of its entire interest in the Cherne and Bagre fields,
located in shallow waters of the Santos Basin.
The amount to be received is US$ 10, of which
US$ 1 was received at the transaction signing and the remainder will be received on the closing date.
| 29.2. | Transaction interrupted |
| a) | Uruguá and Tambaú
fields |
On December 21, 2023, the Company signed agreements
with Enauta Energia S.A. for the sale of its entire interest in the Uruguá and Tambaú fields located in the post-salt layer
of the Santos basin.
On December 21, 2024, due to the non-completion
of the acquisition of the FPSO Cidade de Santos by Enauta, Petrobras notified Brava Energia S.A. (Enauta's parent company) of its decision
to terminate the agreement, since the closing of the transaction was subject, among other factors, to the completion of the FPSO acquisition,
as provided for in the contract.
The closing of the transaction was conditioned,
among other factors, to the completion of the acquisition of the FPSO. The amount of US$ 3 was received in advance on the signing date
and was retained by Petrobras, as also provided for in the contract, and recognized as other income and expenses, net.
Petrobras maintains its 100% interest on the Uruguá
and Tambaú fields and is assessing the alternatives for the management of these assets, which was classified as property, plant
and equipment on December 31, 2024.
Accounting Policy for
assets and liabilities held for sale
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Non-current assets, disposal groups and liabilities
directly associated with those assets are classified as held for sale if their carrying amounts will be recovered mainly through a sale
transaction.
The condition for classification as held for sale
is met only when the sale is approved by the Company’s Board of Directors and the asset or disposal group is available for immediate
sale in its present condition and there is the expectation that the sale will occur within 12 months after its classification as held
for sale. However, an extended period required to complete a sale does not preclude an asset (or disposal group) from being classified
as held for sale if the delay is caused by events or circumstances beyond the Company’s control and there is sufficient evidence
that the Company remains committed to its plan to sell the assets (or disposal groups).
Assets (or disposal groups) classified as held
for sale and the associated liabilities are measured at the lower of their carrying amount and fair value less disposal expenses.
In the classification of non-current assets as
held for sale, provisions for decommissioning costs related to these assets are also disclosed. Any commitments with decommissioning assumed
by the Company resulting from the sale process are recognized after the closing of the transaction, in accordance with the contractual
terms.
| 29.3. | Contingent assets from disposed
investments and other transactions |
Some disposed assets and other agreements provide
for receipts subject to contractual clauses, especially related to the Brent variation in transactions related to E&P assets. Information
on sources of estimation uncertainty regarding compensation for the Surplus Volume for the Transfer of Rights Agreement, partnerships
and divestments are described in note 4.11.
The transactions that may generate revenue recognition,
accounted for within other income and expenses, are presented below:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Transaction |
Closing date |
Contingent assets at the closing date |
Assets recognized in 2024 |
Assets
recognized in previous periods |
Balance of contingent assets as of December 31, 2024 |
|
|
|
Surplus volume of the Transfer of Rights Agreement |
|
|
|
|
|
|
Sepia and Atapu |
August 2023 |
5,244 |
262 |
948 |
4,034 |
|
Sales in previous years |
|
|
|
|
|
|
Riacho da Forquilha cluster |
December 2019 |
62 |
− |
58 |
4 |
|
Pampo and Enchova cluster |
July 2020 |
650 |
57 |
246 |
347 |
|
Baúna field |
November 2020 |
285 |
57 |
196 |
32 |
|
Miranga cluster |
December 2021 |
85 |
15 |
70 |
− |
|
Cricare cluster |
December 2021 |
118 |
30 |
76 |
12 |
|
Peroá cluster |
August 2022 |
43 |
− |
10 |
33 |
|
Papa-Terra field |
December 2022 |
90 |
16 |
16 |
58 |
|
Albacora Leste field |
January 2023 |
250 |
167 |
58 |
25 |
|
Norte Capixaba cluster |
April 2023 |
66 |
11 |
22 |
33 |
|
Golfinho and Camarupim clusters |
August 2023 |
60 |
− |
20 |
40 |
|
Total |
|
6,953 |
615 |
1,720 |
4,618 |
|
(1) The amount recorded in other income and expenses, net is adjusted to present value (see note 11). |
|
Sépia and Atapu
In 2022, Petrobras signed Production Individualization
Agreements (AIPs) for Atapu and Sépia fields, according to the results of the Second Bidding Round for the Surplus Volume of the
Transfer of Rights Agreement in the Production Sharing regime, which was held in 2021. Petrobras explores the Sépia field in a
consortium with TotalEnergies (28% interest), Petronas Petróleo Brasil Ltda. (21% interest) and QP Brasil Ltda. (21% interest),
while the Atapu field is explored in a consortium with Shell Brasil Petróleo Ltda (25% interest) and TotalEnergies EP Brasil Ltda.
(22.5% interest).
In addition to the amounts received by Petrobras
in previous years following the signing of the AIPs, as established in Ordinance No. 8/2021, whenever the price of Brent oil reaches an
annual average ranging from US$ 40.00 to US$ 70.00, an earnout is due to Petrobras, for which the Company expects to receive
a maximum of US$ 5,244 between 2022 and 2032.
In 2024, the Company recognized, within the Statement
of financial position, portions of these contingent assets, amounting to US$ 262, of which: (i) US$ 161 relates to the earnout of 2025,
which is expected to be received in 2026; and (ii) US$ 101 for the update of the earnout of 2024, received in January 2025. In previous
periods, the Company had already recognized the total amount of US$ 948 within the Statement of financial position, of which US$ 255 was
recognized in 2023 and US$ 693 in 2022.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 30.1. | Balance by type of finance debt |
In Brazil |
12.31.2024 |
12.31.2023 |
Banking market |
2,828 |
2,262 |
Capital market |
2,225 |
3,130 |
Development banks (1) |
508 |
698 |
Others |
2 |
1 |
Total |
5,563 |
6,091 |
Abroad |
|
|
Banking market |
3,691 |
6,303 |
Capital market |
12,265 |
14,384 |
Export credit agency |
1,508 |
1,870 |
Others |
135 |
153 |
Total |
17,599 |
22,710 |
Total finance debt |
23,162 |
28,801 |
Current |
2,566 |
4,322 |
Non-current |
20,596 |
24,479 |
(1) It includes BNDES and FINEP. |
Current finance debt is composed of:
|
12.31.2024 |
12.31.2023 |
Short-term debt |
10 |
4 |
Current portion of long-term debt |
2,132 |
3,776 |
Accrued interest on short and long-term debt |
424 |
542 |
Total |
2,566 |
4,322 |
The capital market balance is mainly composed of
US$ 11,723 in global notes issued abroad by the wholly owned subsidiary PGF, as well as US$ 1,370 in debentures and US$ 778
in commercial notes issued by Petrobras in reais in Brazil.
The balance in global notes has maturities between
2026 to 2115 and does not require collateral. Such financing was carried out in dollars and pounds, 92% and 8%, of the total global notes,
respectively.
The debentures and the commercial notes, with maturities
between 2026 and 2037, do not require collateral and are not convertible into shares or equity interests.
| 30.2. | Changes in finance debt |
|
In Brazil |
Abroad |
Total |
Balance at December 31, 2023 |
6,090 |
22,711 |
28,801 |
Proceeds from finance debt |
1,132 |
997 |
2,129 |
Repayment of principal (1) |
(526) |
(6,045) |
(6,571) |
Repayment of interest (1) |
(418) |
(1,505) |
(1,923) |
Accrued interest (2) |
483 |
1,498 |
1,981 |
Foreign exchange/ inflation indexation charges |
177 |
508 |
685 |
Translation adjustment |
(1,375) |
(565) |
(1,940) |
Balance at December 31, 2024 |
5,563 |
17,599 |
23,162 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
In Brazil |
Abroad |
Total |
Balance at December 31, 2022 |
4,907 |
25,047 |
29,954 |
Proceeds from finance debt |
925 |
1,285 |
2,210 |
Repayment of principal (1) |
(331) |
(3,907) |
(4,238) |
Repayment of interest (1) |
(324) |
(1,640) |
(1,964) |
Accrued interest (2) |
436 |
1,822 |
2,258 |
Foreign exchange/ inflation indexation charges |
111 |
(150) |
(39) |
Translation adjustment |
383 |
254 |
637 |
Modification of contractual cash flows |
(17) |
- |
(17) |
Balance at December 31, 2023 |
6,090 |
22,711 |
28,801 |
(1) It includes pre-payments. |
(2) It includes premium and discount over notional amounts, as well as gains and losses by modifications in contractual cash flows. |
| 30.3. | Reconciliation with cash flows
from financing activities |
|
|
|
2024 |
|
|
2023 |
|
Proceeds from finance debt |
Repayment of principal |
Repayment of interest |
Proceeds from finance debt |
Repayment of principal |
Repayment of interest |
Changes in finance debt |
2,129 |
(6,571) |
(1,923) |
2,210 |
(4,238) |
(1,964) |
Discount on repurchase of debt securities |
|
10 |
− |
|
77 |
− |
Deposits linked to finance debt (1) |
|
25 |
5 |
|
(32) |
(14) |
Net cash used in financing activities |
2,129 |
(6,536) |
(1,918) |
2,210 |
(4,193) |
(1,978) |
(1) Deposits linked to finance debt with China Development Bank, with semiannual settlements in June and December. |
In 2024, the Company repaid several finance debts,
in the amount of US$ 8,454, notably: (i) repurchase and withdrawal of US$ 2,512 of securities in the international capital market;
and (ii) the pre-payment of US$ 250 of loan in the international banking market.
In the same period, the Company raised US$ 2,129,
notably: (i) the issuance of Global Notes in the international capital market in the amount of US$ 978, maturing in 2035; and (ii)
proceeds in the domestic banking market, in the amount of US$ 1,122.
| 30.4. | Summarized information on current
and non-current finance debt |
Maturity in |
2024 |
2025 |
2026 |
2027 |
2028 |
2029 onwards |
Total (1) |
Fair Value |
|
|
|
|
|
|
|
|
|
Financing in U.S. Dollars (US$): |
2,182 |
1,464 |
2,146 |
1,544 |
602 |
8,495 |
16,433 |
15,947 |
Floating rate debt (2) |
1,958 |
1,123 |
1,468 |
523 |
144 |
284 |
5,500 |
|
Fixed rate debt |
224 |
341 |
678 |
1,021 |
458 |
8,211 |
10,933 |
|
Average interest rate p.a. |
6.3% |
6.5% |
5.9% |
5.5% |
6.1% |
6.6% |
6.5% |
|
Financing in Brazilian Reais (R$): |
325 |
400 |
118 |
119 |
788 |
3,515 |
5,265 |
4,835 |
Floating rate debt (3) |
170 |
112 |
30 |
30 |
30 |
3,029 |
3,401 |
|
Fixed rate debt |
155 |
288 |
88 |
89 |
758 |
486 |
1,864 |
|
Average interest rate p.a. |
9.6% |
10.6% |
10.7% |
10.6% |
10.1% |
8.0% |
9.6% |
|
Financing in Euro (€): |
21 |
− |
− |
128 |
23 |
371 |
543 |
543 |
Fixed rate debt |
21 |
− |
− |
128 |
23 |
371 |
543 |
|
Average interest rate p.a. |
4.5% |
- |
- |
4.6% |
4.7% |
4.7% |
4.6% |
|
Financing in Pound Sterling (£): |
38 |
− |
− |
− |
367 |
516 |
921 |
888 |
Fixed rate debt |
38 |
− |
− |
− |
367 |
516 |
921 |
|
Average interest rate p.a. |
6.1% |
- |
- |
- |
6.1% |
6.6% |
6.3% |
|
Total as of December 31, 2024 |
2,566 |
1,864 |
2,264 |
1,791 |
1,780 |
12,897 |
23,162 |
22,213 |
Average interest rate |
7.0% |
7.4% |
7.1% |
6.9% |
7.3% |
6.6% |
6.8% |
|
Total as of December 31, 2023 |
4,322 |
3,066 |
2,551 |
2,547 |
1,816 |
14,499 |
28,801 |
29,329 |
Average interest rate |
5.8% |
5.8% |
6.3% |
6.1% |
5.9% |
6.5% |
6.4% |
|
(1) The average maturity of outstanding debt as of December 31, 2024 is 12.52 years (11.38 years as of December 31, 2023). |
(2) Operations with variable index + fixed spread. |
(3) Operations with variable index + fixed spread, if applicable. |
The fair value of the Company's finance debt is
mainly determined and categorized into a fair value hierarchy as follows:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| • | Level
1- quoted prices in active markets for identical liabilities, when applicable, amounting to US$ 11,174 of December 31, 2024 (US$
13,971 of December 31, 2023); and |
| • | Level
2 – discounted cash flows based on discount rate determined by interpolating spot rates considering financing debts indexes proxies,
taking into account their currencies and also Petrobras’ credit risk, amounting to US$ 11,039 as of December 31, 2024 (US$
15,358 as of December 31, 2023). |
Regarding the Interest Rate Benchmark Reform (IBOR
Reform), there was a necessity to amend the Company's contracts referenced in these indexes, considering the end of the publication of
LIBOR (London Interbank Offered Rate) in dollars (US$), of one, three and six months.
As of December 31, 2024, 18% of the Company's finance
debt has been indexed to SOFR (Secured Overnight Financing Rate) and has the CSA (Credit Spread Adjustment) negotiated with the creditors
serving as a parameter.
The renegotiations performed have been solely for
the replacement of the LIBOR benchmark and were necessary as a direct consequence of the reform of the reference interest rate. In these
renegotiated cash flows, the change of the index was economically equivalent to the previous basis. Thus, the changes were prospective
with the recognition of interest at the new index in the applicable periods.
The sensitivity analysis for financial instruments
subject to foreign exchange variation is set out in note 34.4.1.
A maturity schedule of the Company’s finance
debt (undiscounted), including face value and interest payments is set out as follows:
Maturity |
2025 |
2026 |
2027 |
2028 |
2029 |
2030 and thereafter |
12.31.2024 |
12.31.2023 |
Principal |
2,158 |
1,903 |
2,308 |
1,899 |
1,982 |
13,223 |
23,473 |
29,181 |
Interest |
1,549 |
1,461 |
1,271 |
1,088 |
1,043 |
13,976 |
20,388 |
22,541 |
Total (1) |
3,707 |
3,364 |
3,579 |
2,987 |
3,025 |
27,199 |
43,861 |
51,722 |
(1) A maturity schedule of the lease arrangements (nominal amounts) is set out in note 31. |
|
|
|
|
|
|
12.31.2024 |
Company |
Financial
institution |
Date |
Maturity |
Available
(Lines of Credit) |
Used |
Balance |
Abroad |
|
|
|
|
|
|
PGT BV (1) |
Syndicate of banks |
12/16/2021 |
11/16/2026 |
5,000 |
− |
5,000 |
PGT BV |
Syndicate of banks |
3/27/2019 |
2/27/2026 |
2,050 |
− |
2,050 |
Total |
|
|
|
7,050 |
− |
7,050 |
|
|
|
|
|
|
|
In Brazil |
|
|
|
|
|
|
Petrobras (2) |
Banco do Brasil |
3/23/2018 |
9/26/2030 |
323 |
− |
323 |
Petrobras (3) |
Banco do Brasil |
10/4/2018 |
9/4/2029 |
646 |
− |
646 |
Transpetro |
Caixa Econômica Federal |
11/23/2010 |
Not defined |
53 |
− |
53 |
Total |
|
|
|
1,022 |
− |
1,022 |
(1) On April 08, 2024, the Revolving Credit Facility was reduced to US$ 4,110 compared to the US$ 5,000 contracted in 2021. Thus, US$ 5,000 will be available for withdrawal until November 16, 2026 and US$ 4,110 from November 16, 2026, to November 16, 2028. |
(2) On December 27, 2024, the credit line agreement with Banco do Brasil for US$ 323 (R$ 2 billion) was amended, extending the term to October 26, 2030. |
(3) On June 18, 2024, the credit line with Banco do Brasil was renewed, extending its term to September 4, 2029, and increasing its amount from US$ 323 (R$ 2 billion) to US$ 646 (R$ 4 billion). |
| 30.6. | Covenants and Collateral |
Covenants
The Company has covenants that were not in default
at December 31, 2024 in its loan agreements and notes issued in the capital markets requiring, among other obligations i) the presentation
of interim financial statements within 90 days of the end of each quarter (not reviewed by Independent Registered Public Accounting Firm)
and audited financial statements within 120 days of the end of each fiscal year; ii) Negative Pledge / Permitted Liens clause.
Additionally, there are other non-financial obligations
that the Company has to comply with: i) clauses of compliance with the laws, rules and regulations applicable to the conduct of its business
including (but not limited to) environmental laws; (ii) clauses in financing agreements
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
that require both the borrower and the guarantor to
conduct their business in compliance with anti-corruption laws and anti-money laundering laws and to institute and maintain policies necessary
for such compliance; and (iii) clauses in financing agreements that restrict relations with entities or even countries sanctioned primarily
by the United States (including, but not limited to, the Office of Foreign Assets Control - OFAC, Department of State and Department of
Commerce), the European Union and United Nations.
If the Company breaches any of the aforementioned
covenants and either is incapable of remedy or continues to fail to comply with the covenants for a period ranging from 30 to 60 calendar
days (depending on the contract) after it has received a written notice from the creditors specifying such default or breach and requiring
it to be remedied and stating that such notice is a “Notice of Default”, this may be declared an Event of Default, and in
certain cases the debt related to that contract becomes due and payable.
Collateral
Most of the Company’s debt is unsecured,
but certain specific funding instruments to promote economic development are collateralized. Such contracts represent 11.9% of the total
financing, notably a Financing agreement with China Development Bank (CDB).
The loans obtained by structured entities are collateralized
based on the projects’ assets, as well as liens on receivables of the structured entities.
Bonds issued by the Company in the capital market
are unsecured.
The global notes issued by the Company in the capital
market through its wholly-owned subsidiary Petrobras Global Finance B.V. – PGF are unsecured. However, Petrobras fully, unconditionally
and irrevocably guarantees these notes.
Accounting policy for
loans and finance debt
Loans and finance debt are initially recognized
at fair value less transaction costs that are directly attributable to its issue and subsequently measured at amortized cost using the
effective interest method.
When the contractual cash flows of a financial
liability measured at amortized cost are renegotiated or modified and this change is not substantial, its gross carrying amount will reflect
the discounted present value of its cash flows under new terms using the original effective interest rate. The difference between the
book value immediately prior to such modification and the new gross carrying amount is recognized as gain or loss in the statement of
income. When such modification is substantial, the original liability is extinguished and a new liability is recognized, impacting the
statement of income of the period.
The Company is the lessee in agreements primarily
including oil and gas producing units, drilling rigs and other exploration and production equipment, vessels and support vessels, helicopters,
land and buildings. Changes in the balance of lease liabilities are presented below:
|
Lessors
in Brazil |
Lessors
abroad |
Total |
Balance at December 31, 2023 |
6,792 |
27,007 |
33,799 |
Remeasurement / new contracts |
1,589 |
8,128 |
9,717 |
Payment of principal and interest (1) |
(2,649) |
(5,192) |
(7,841) |
Interest expenses |
529 |
1,765 |
2,294 |
Foreign exchange losses |
716 |
6,986 |
7,702 |
Translation adjustment |
(1,493) |
(7,068) |
(8,561) |
Transfers |
− |
39 |
39 |
Balance at December 31, 2024 |
5,484 |
31,665 |
37,149 |
Current |
|
|
8,542 |
Non-current |
|
|
28,607 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Lessors
in Brazil |
Lessors
abroad |
Total |
Balance at December 31, 2022 |
6,020 |
17,825 |
23,845 |
Remeasurement / new contracts |
2,276 |
12,094 |
14,370 |
Payment of principal and interest (1) |
(2,273) |
(3,999) |
(6,272) |
Interest expenses |
519 |
1,290 |
1,809 |
Foreign exchange losses |
(223) |
(1,635) |
(1,858) |
Translation adjustment |
472 |
1,531 |
2,003 |
Transfers |
1 |
(99) |
(98) |
Balance at December 31, 2023 |
6,792 |
27,007 |
33,799 |
Current |
|
|
7,200 |
Non-current |
|
|
26,599 |
(1) The Statement of Cash Flows comprises US$ 54 (US$ 14 on December 31, 2023) relating to changes on liabilities held for sale. |
A maturity schedule of the lease arrangements (nominal
amounts) is set out as follows:
Nominal Future Payments |
2025 |
2026 |
2027 |
2028 |
2029 |
2030 onwards |
Total |
Recoverable taxes |
Without readjustment |
|
|
|
|
|
|
|
|
Vessels |
4,534 |
2,563 |
1,506 |
675 |
351 |
1,457 |
11,086 |
243 |
Others |
192 |
124 |
99 |
54 |
12 |
− |
481 |
44 |
With readjustment - abroad (1) |
|
|
|
|
|
|
|
|
Vessels |
333 |
312 |
282 |
64 |
42 |
24 |
1,057 |
− |
Platforms |
2,623 |
2,450 |
2,443 |
2,401 |
2,382 |
26,392 |
38,691 |
− |
With readjustment - Brazil |
|
|
|
|
|
|
|
|
Vessels |
760 |
418 |
215 |
91 |
2 |
2 |
1,488 |
138 |
Properties |
185 |
125 |
139 |
118 |
83 |
990 |
1,640 |
22 |
Others |
210 |
148 |
133 |
73 |
32 |
78 |
674 |
62 |
Nominal amounts on December 31, 2024 |
8,837 |
6,140 |
4,817 |
3,476 |
2,904 |
28,943 |
55,117 |
509 |
Nominal amounts on December 31, 2023 |
7,442 |
6,137 |
4,547 |
3,367 |
2,708 |
25,939 |
50,140 |
690 |
(1) Contracts signed in the U.S. dollars. |
The following table presents the main information
on leases by class of underlying assets, where platforms and vessels represent 95.4% of the lease liability:
Present Value of Future Payments (1) |
Discount rate (%) |
Average Period (years) |
Recoverable taxes |
12.31.2024 |
12.31.2023 |
Without readjustment |
|
|
|
|
|
|
|
|
Vessels |
|
|
|
5.2316 |
4.5 |
243 |
9,875 |
8,311 |
Others |
|
|
|
5.2350 |
3.3 |
44 |
440 |
264 |
With readjustment - abroad |
|
|
|
|
|
|
|
|
Platforms |
|
|
|
6.3660 |
18 |
− |
23,292 |
20,336 |
Vessels |
|
|
|
5.7706 |
3.3 |
− |
964 |
1,127 |
With readjustment - Brazil |
|
|
|
|
|
|
|
|
Vessels |
|
|
|
11.0131 |
2.4 |
138 |
1,313 |
1,506 |
Properties |
|
|
|
8.6458 |
22.8 |
22 |
734 |
1,230 |
Others |
|
|
|
11.5059 |
4.5 |
62 |
531 |
1,025 |
Total (2) |
|
|
|
6.0085 |
14.4 |
509 |
37,149 |
33,799 |
(1) Incremental nominal rate on company debt calculated from the yield curve of bonds and credit risk of the Company, as well as terms. |
(2) Total amount, except for the average period column. |
In certain contracts, there are variable payments
and terms of less than 1 year recognized as expenses:
|
|
12.31.2024 |
12.31.2023 |
Variable payments |
|
1,035 |
1,067 |
Up to 1 year maturity |
|
96 |
109 |
|
|
|
|
Variable payments x fixed payments |
|
13% |
17% |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
At December 31, 2024, the nominal amounts of lease
agreements for which the lease term has not commenced, as they relate to assets under construction or not yet available for use, is US$ 65,034
(US$ 65,358 at December 31, 2023).
The sensitivity analysis of financial instruments
subject to exchange variation is presented in note 33.4.1.
Accounting policy for
lease liabilities
Lease liabilities, including those whose underlying
assets are of low value, are measured at the present value of lease payments, which includes recoverable taxes, non-cancellable periods
and options to extend a lease when they are reasonably certain. These payments are discounted at the Company's nominal incremental rate
on loans, as the interest rates implicit in lease agreements with third parties usually cannot be readily determined.
Lease remeasurements reflect changes arising from
contractual rates or indexes, as well as lease terms due to new expectations of lease extensions or terminations.
Unwinding of discount on the lease liability is
classified as finance expense, while payments reduce their carrying amount. According to the Company’s foreign exchange risk management,
foreign exchange variations on lease liabilities denominated in U.S. dollars are designated as instruments to protect cash flow hedge
relationships from highly probable future exports (see note 33.4.1).
In the E&P segment, some activities are conducted
by joint operations with partner companies where the Company is the operator. In cases where all parties to the joint operation are primarily
responsible for the lease payments, the Company recognizes the lease liability in proportion to its share. When using underlying assets
arising from a specific contract in which the Company is solely responsible for the lease payments, the lease liabilities remain fully
recognized and the partners are charged in proportion to their interests.
Payments associated with short-term leases (term
of 12 months or less) are recognized as an expense over the term of the lease.
| 32.1. | Share capital (net of share issuance
costs) |
As of December 31, 2024 and December 31, 2023,
subscribed and fully paid share capital, net of issuance costs, was US$ 107,101, represented by 7,442,454,142 common shares and 5,602,042,788
preferred shares, all of which are registered, book-entry shares with no par value.
Preferred shares have priority on returns of capital,
do not grant any voting rights and are non-convertible into common shares.
Capital reserve comprises treasury shares owned
by Petrobras, in the amount of US$ 1, at December 31, 2024 and December 31, 2023.
| 32.3. | Capital transactions |
| 32.3.1. | Incremental costs directly attributable
to the issue of shares |
It includes any transaction costs directly attributable
to the issuance of new shares, net of taxes.
| 32.3.2. | Change in interest in subsidiaries
|
It includes any excess of amounts paid/received
over the carrying value of the interest acquired/disposed. Changes in interests in subsidiaries that do not result in loss of control
of the subsidiary are equity transactions.
Shares held in treasury in the amount of US$ 1,118,
at December 31, 2024 and US$ 737 at December 31, 2023, are represented by 222,760 common shares and 155,541,409 preferred shares.
On January 29, 2025, the Board of Directors approved
the cancellation of all treasury shares, without reducing the share capital (see note 36).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 32.4. | Appropriation of net income |
The following table presents the final balance of profit
reserves as disclosed in the Statements of changes in shareholders’ equity:
|
Legal |
R&D reserve |
Capital remuneration |
Tax incentives |
Profit retention |
Additional dividends proposed |
Total |
Balance at January 1, 2023 |
11,574 |
3,281 |
− |
1,677 |
43,038 |
6,864 |
66,434 |
Additional dividends proposed |
− |
− |
− |
− |
− |
(6,864) |
(6,864) |
Transfer to reserves |
1,272 |
116 |
8,428 |
321 |
− |
− |
10,137 |
Dividends |
− |
− |
− |
− |
− |
2,934 |
2,934 |
Balance at December 31, 2023 |
12,846 |
3,397 |
8,428 |
1,998 |
43,038 |
2,934 |
72,641 |
|
|
|
|
|
|
|
|
Balance at January 1, 2024 |
12,846 |
3,397 |
8,428 |
1,998 |
43,038 |
2,934 |
72,641 |
Additional dividends proposed |
− |
− |
(4,244) |
− |
− |
(2,934) |
(7,178) |
Transfer to reserves |
− |
− |
− |
130 |
− |
− |
130 |
Dividends |
− |
− |
(4,184) |
− |
(1,440) |
1,477 |
(4,147) |
Balance at December 31, 2024 |
12,846 |
3,397 |
− |
2,128 |
41,598 |
1,477 |
61,446 |
Legal reserve
It represents the accumulated balance of 5% of
the net income for each year, calculated pursuant to article 193 of the Brazilian Corporation Law, limited to 20% of the share capital
(calculated in Brazilian reais). The balance of this reserve may only be used to compensate losses or increase capital and reached the
legal limit on December 31, 2023.
Statutory reserves
In accordance with the Company's Bylaws, the constitution
of the statutory reserves below must be considered in the proposal for distribution of net income, observing the following order of priority:
| · | Reserve for research and development (R&D): constituted
with the appropriation of net income by applying 0.5% of the year-end share capital, with the accumulated balance not exceeding 5% of
the share capital, aiming at funding technological R&D programs. The balance of this reserve reached the limit on December 31, 2023. |
| · | Capital remuneration reserve: may be constituted
through the appropriation of up to 70% of the adjusted net income for the year, subject to article 202 of the Brazilian Corporation Law
and to the Shareholders Remuneration Policy, limited to the share capital, with the purpose of ensuring resources for the payment of dividends,
interest on capital or other form of shareholder remuneration provided for by law, its anticipations, shares repurchases authorized by
law, absorption of losses and, as a remaining purpose, incorporation into the share capital. |
Tax incentives reserve
Government grants are recognized in the statement
of income and are appropriated from retained earnings to the tax incentive reserve pursuant to article 195-A of Brazilian Corporation
Law. This reserve may only be used to offset losses or increase share capital.
As of December 31, 2024, this reserve referring
to a subsidy incentive for investments, granted by the Superintendencies for Development of the Northeast Region of Brazil (SUDENE) and
of the Amazon (SUDAM).
Profit retention reserve
It includes funds intended for capital expenditures,
primarily in oil and gas exploration and development activities, as per the capital budget of the Company, pursuant to article 196 of
the Brazilian Corporation Law.
| 32.4.2. | Distributions to shareholders |
Distributions to shareholders are made by means
of dividends, interest capital and share repurchases based on the limits defined in the Brazilian Corporation Law, in the Company’s
bylaws and in the shareholders remuneration policy.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Pursuant to Brazilian Corporation Law, the Company’s
shareholders are entitled to receive minimum mandatory dividends (and/or interest on capital) of 25% of the adjusted net income for the
year in proportion to the number of common and preferred shares held by them.
To the extent the Company proposes dividend distributions,
preferred shares have priority in dividend distribution, which is based on the highest of 3% of the preferred shares’ net book value
or 5% of the preferred share capital. Preferred shares participate under the same terms as common shares in capital increases resulting
from the capitalization of profit reserves or retained earnings. However, this priority does not necessarily grant dividend distributions
to the preferred shareholders in the event of loss for a year.
The payment of dividends may be made only to preferred
shareholders if the priority dividends absorb all the adjusted net income for the year or reach an amount equal to or greater than the
mandatory minimum dividend of 25%.
| a) | Shareholders Remuneration Policy |
The Company’s policy on distributions to
shareholders, approved by the Company’s Board of Directors on July 28, 2023, defines the following:
| · | minimum distribution of US$ 4,000 for fiscal years
when the average Brent price exceeds US$ 40 per barrel, which shall be distributed regardless of its level of indebtedness, provided that
the parameters set forth in the policy are observed. This distribution will be equal to both common and preferred shares, once it exceeds
the minimum value for preferred shares provided for in the Company's bylaws; |
| · | in the event of gross debt (comprising current and
non-current finance debt and lease liability) equal to or less than the maximum debt level defined in the strategic plan (US$ 75,000 in
the 2025-2029 Business Plan), in addition to the existence of net income attributable to shareholders of Petrobras, to be verified at
the end of the year, the Company shall distribute to its shareholders 45% of the difference between consolidated net cash provided by
operating activities and consolidated cash used in the acquisition of PP&E and intangible assets and on the acquisition of equity
interests, calculated in Brazilian reais, provided that the result of this calculation exceeds
US$ 4,000 and does not compromise the financial sustainability of the Company. This calculation will be applied on a quarterly basis; |
| · | any amounts related to share repurchases, as disclosed
in the consolidated statement of cash flows, are be deducted from the amount resulting of the formula applied each quarter; |
| · | the Company may, in exceptional cases, distribute
extraordinary remuneration to its shareholders, higher than the minimum mandatory dividends or than the amount calculated according to
this policy, provided that the financial sustainability of the Company is preserved; |
| · | the distribution of remuneration to shareholders
shall be made on a quarterly basis; |
| · | the Company may exceptionally distribute dividends
even if there is no net income for the year, in accordance with the rules provided for the Brazilian Corporation Law and the criteria
defined in this policy. |
Petrobras seeks, through its shareholders remuneration
policy, to ensure short, medium and long-term financial sustainability, providing predictability to the dividend payments to shareholders.
| b) | Share Repurchase Program |
On August 3, 2023, the Board of Directors approved
a Share Repurchase Program, for the acquisition of up to 157.8 million preferred shares issued by the Company, on the Brazilian Stock
Exchange (B3), to be held in treasury with subsequent cancellation, without reduction of share capital. This program was carried in the
scope of the revised Shareholders Remuneration Policy.
On August 4, 2024, the Program was closed, resulting
in the repurchase of 155,468,500 preferred shares in the amount of US$ 1,116, including transaction costs (US$ 407 thousand), of
which:
| i. | 104,064,000
preferred shares repurchased from August to December 2023 in the amount of US$ 735 (including transaction costs); and |
| ii. | 51,404,500
preferred shares repurchased from January to June 2024 in the amount of US$ 381 (including transaction costs). |
On January 29, 2025, the Board of Directors approved
the cancellation of all treasury shares, without reducing the share capital (see note 36).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| c) | Proposed remuneration to the shareholders of Petrobras |
For 2024, the proposed remuneration to the shareholders
of Petrobras amounts to US$ 13,457, was based on the shareholders remuneration policy of 45% of the free cash flow (calculated in
Brazilian Reais), including the share repurchase program, and the additional dividends proposed.
|
2024 |
2023 |
Dividends and interest on capital (1) |
13,076 |
14,754 |
Share repurchase program (2) |
381 |
735 |
Total capital remuneration reserve |
13,457 |
15,489 |
(1) The Annual General Shareholders Meeting held in April 2024 changed the original Board of Administration’s proposal (see note 32.4.2.e). |
(2) It excludes transaction costs on the repurchase of shares. |
| d) | Anticipation of dividends relating to 2024 |
In 2024, the Board of Directors approved the anticipation
of dividends and interest on capital in the total amount of US$ 11,493 (R$64,139 million), equivalent to US$ 0,8917 (R$ 4,976) per common
and preferred shares, based on the net income of the period from January to September 2024 (interim), as well on the use of profit reserves,
as shown in the following table:
|
Date of approval
by the Board of Directors |
Date of record |
Amount per common and preferred share |
Amount |
Interim dividends and interest on capital - 1st quarter of 2024 (1) |
05.13.2024 |
06.11.2024 |
0.2029 |
2,615 |
Interim dividends and interest on capital - 2nd quarter of 2024 |
08.08.2024 |
08.21.2024 |
0.1875 |
2,417 |
Interim dividends and interest on capital - 3rd quarter of 2024 |
11.07.2024 |
12.23.2024 |
0.2346 |
3,023 |
Additional dividends proposed |
11.21.2024 |
12.11.2024 |
0.2668 |
3,438 |
Total anticipated of remuneration to the shareholders of Petrobras |
|
|
0.8917 |
11,493 |
Update by the SELIC interest rate (2) |
|
|
0.0082 |
106 |
Total updated anticipated dividends |
|
|
0.9000 |
11,599 |
Interim dividends and interest on capital by use of a portion of profit and loss |
|
7,452 |
Interim dividends and interest on capital by use of a portion of profit retention reserve |
|
4,147 |
(1) The amount of dividends and interest on capital per share was updated due to the share repurchase program, which reduced the number of outstanding shares. |
(2) The amount of update by the SELIC interest rate on capital per share was calculated based on shares outstanding on December 31, 2024. |
According to the Company’s bylaws, these
amounts are indexed to the Selic interest rate, from the date of the payment to the end of the fiscal year (US$ 106)
and are considered in determining the remaining dividends to be paid relating to 2024.
The interest on capital anticipated for the year
2024 resulted in a deductible expense which reduced the income tax expense by US$ 1,319. This amount was subject to withholding income
tax (IRRF) of 15%, except for immune and exempt shareholders, as established in applicable law.
| e) | Proposed dividends for 2024 |
The Dividends for 2024, proposed by management
for approval at the Annual General Shareholders Meeting, amounts to US$ 13,076 (US$ 1.0146 per outstanding share), including the
minimum mandatory dividend of 25% of the adjusted net income (US$ 1,446) and additional dividends proposed of US$ 6,006 arising from
the remaining portion of retained earnings, in addition to US$ 5,624 arising from the capital remuneration and profit retention reserves.
This proposal is superior to the priority of preferred shares and in accordance with the shareholders remuneration policy.
In relation to the dividends for 2023, on April
25, 2024, shareholders approved, at the Annual General Shareholders Meeting, a change to the management's original proposal made on March
7, 2024, which had been based in the application of the Shareholder Remuneration Policy formula (US$ 14,754).The total amount was
adjusted to include the distribution of 50% of the remaining net income that had been appropriated to the capital remuneration reserve
as an extraordinary dividend (US$ 4,244). Therefore, the total dividends for 2023 approved at the Annual General Shareholders Meeting
is US$ 18,998 (equivalent to US$ 1.4634 per outstanding preferred and common share).
As of December 31, 2024, dividends payable within
current liabilities, amounting to US$ 2,657, net of withholding income taxes over interest on capital US$ 385, relate to the anticipation
of dividend approved on November 7, 2024, related to the third quarter of 2024. The first installment of these dividends was paid on February
20, 2025 and the second installment will be paid on March 20, 2025.
Changes in the balance of dividends payable are
set out as follows:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
2024 |
2023 |
Consolidated opening balance of dividends payable |
3,539 |
4,171 |
Opening balance of dividends payable to non-controlling shareholders |
38 |
2 |
Opening balance of dividends payable to shareholders of Petrobras |
3,501 |
4,169 |
Additions relating to complementary dividends |
7,178 |
6,864 |
Additions relating to anticipated dividends |
11,493 |
11,605 |
Payments made |
(18,327) |
(19,670) |
Indexation to the Selic interest rate |
385 |
512 |
Transfers to unclaimed dividends |
(64) |
(84) |
Withholding income taxes over interest on capital and indexation to the Selic interest rate |
(383) |
(410) |
Translation adjustment |
(1,145) |
515 |
Closing balance of dividends payable to shareholders of Petrobras |
2,638 |
3,501 |
Closing balance of dividends payable to non-controlling shareholders |
19 |
38 |
Consolidated closing balance of dividends payable |
2,657 |
3,539 |
Additional dividends proposed, amounting to US$ 1,477
(US$ 0.1146 per outstanding share), will be maintained in shareholders' equity until its approval on the Annual General Shareholders
Meeting, expected to be held in April 2025, when it will be reclassified to liabilities, if approved.
| 32.4.3. | Unclaimed Dividends |
As of December 31, 2024, the balance of dividends
not claimed by shareholders of Petrobras is US$ 276, recorded as other current liabilities, as described in note 21 (US$ 337 as of
December 31, 2023). The payment of these dividends was not carried out due to the lack of registration data for which the shareholders
are responsible with the custodian bank for the Company's shares.
|
2024 |
2023 |
Changes in unclaimed dividends |
|
|
Opening balance |
337 |
241 |
Prescription |
(54) |
(7) |
Transfers from dividends payable |
64 |
84 |
Translation adjustment |
(71) |
19 |
Closing Balance |
276 |
337 |
Prescribed dividends amounting to US$ 54 in
2024 were transferred to equity, within retained earnings.
The following table presents the Company’s
expectation of prescription of unclaimed dividends if missing registration data is uninformed by shareholders of Petrobras.
|
|
12.31.2024 |
Expectation of prescription of unclaimed dividends |
|
2025 |
136 |
2026 |
68 |
2027 |
72 |
|
276 |
Accounting policy on distributions
to shareholders
Interest on capital is a deductible expense, since
it is part of the dividend for the year, as provided for in the Company’s bylaws, and accounted for in the statement of income,
as required by tax legislation, resulting in a tax credit for income taxes recognized in the statement of income of the year.
The dividends portion provided for in the bylaws
or that represents the minimum mandatory dividends is recognized as a liability within the statement of financial position. Any excess
must be maintained in shareholders' equity, as additional dividends proposed, until its approval on the Annual General Shareholders Meeting.
Dividends not claimed by Petrobras’ shareholders
are transferred from dividends payable to other current liabilities. After 3 years from the date these dividends are made available to
shareholders, they are reclassified from other current liabilities to equity within retained earnings, in accordance with Petrobras' bylaws.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
|
2024 |
|
2023 |
|
2022 |
|
Common |
Preferred |
Total |
Common |
Preferred |
Total |
Common |
Preferred |
Total |
Net income attributable to shareholders of Petrobras |
4,343 |
3,185 |
7,528 |
14,221 |
10,663 |
24,884 |
20,895 |
15,728 |
36,623 |
Weighted average number of outstanding shares |
7,442,231,382 |
5,456,530,746 |
12,898,762,128 |
7,442,231,382 |
5,580,057,862 |
13,022,289,244 |
7,442,231,382 |
5,601,969,879 |
13,044,201,261 |
Basic and diluted earnings per share - in U.S. dollars |
0.58 |
0.58 |
0.58 |
1.91 |
1.91 |
1.91 |
2.81 |
2.81 |
2.81 |
Basic and diluted earnings (losses) per ADS equivalent - in U.S. dollars (1) |
1.16 |
1.16 |
1.16 |
3.82 |
3.82 |
3.82 |
5.62 |
5.62 |
5.62 |
(1) Petrobras' ADSs are equivalent to two shares. |
Basic earnings per share are calculated by dividing
the net income (loss) attributable to shareholders of Petrobras by the weighted average number of outstanding shares during the period.
The change in the weighted average number of outstanding shares is due to the Share repurchase program (preferred shares) which was closed
on August 4, 2024.
Diluted earnings per share are calculated by adjusting
the net income (loss) attributable to shareholders of Petrobras and the weighted average number of outstanding shares during the period
taking into account the effects of all dilutive potential shares (equity instrument or contractual arrangements that are convertible into
shares).
Basic and diluted earnings are identical as the
Company has no potentially dilutive shares.
| 33. | Financial risk management |
The Company is exposed to a variety of risks arising
from its operations, including price risk (related to crude oil and oil products prices), foreign exchange rates risk, interest rates
risk, credit risk and liquidity risk. Corporate risk management is part of the Company’s commitment to act ethically and comply
with the legal and regulatory requirements of the countries where it operates.
To manage market and financial risks the Company
prefers structuring measures through adequate capital and leverage management. While managing risks, the Company considers its corporate
governance and controls, technical departments and statutory committees monitoring, under the guidance of the Board of Executive Officers
and the Board of Directors. The Company takes risks into account in its business decisions and manages any such risk in an integrated
manner to take advantage of the benefits of diversification.
In its corporate risk management process, Petrobras
maintains derivative financial instruments to hedge its exposures to market risks on certain occasions and designates certain U.S. dollar
obligations and highly probable future exports as hedge accounting relationships to protect against exchange rate variations.
The Company presents a sensitivity analysis for
the period of one year, except for operations with commodity derivatives, for which a three-month period is applied, due to the short-term
nature of these transactions.
The effects of derivative financial instruments
and hedge accounting are set out as follows.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Gains/ (losses) recognized in the statement of income |
|
2024 |
2023 |
2022 |
Exchange rate risk |
|
|
|
Cross-currency Swap CDI x Dollar - Note 33.4.1 (b) |
(96) |
81 |
211 |
Cash flow hedge on exports - Note 33.4.1 (a) |
(2,992) |
(3,763) |
(4,871) |
Interest rate risk |
|
|
|
Swap Pounds sterling x dollar |
− |
− |
(297) |
Swap IPCA X CDI - 33.4.1 (b) |
(78) |
25 |
(50) |
Others |
− |
− |
5 |
Recognized in Net finance income (expense) |
(3,166) |
(3,657) |
(5,002) |
Price risk (commodity derivatives) |
|
|
|
Recognized in other income and expenses |
42 |
11 |
(256) |
Total |
(3,124) |
(3,646) |
(5,258) |
The effects on the statement of income of derivative
financial instruments reflect outstanding transactions and transactions closed during the years.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 33.2. | Statement of comprehensive income |
Gains/ (losses) recognized in the statement of comprehensive income |
|
2024 |
2023 |
2022 |
Hedge accounting |
|
|
|
Cash flow hedge on exports - Note 33.4.1 (a) |
(12,635) |
8,317 |
10,094 |
Deferred income taxes |
4,295 |
(2,830) |
(3,432) |
Total |
(8,340) |
5,487 |
6,662 |
| 33.3. | Statement of Financial Position |
|
12.31.2024 |
12.31.2023 |
Fair value Asset Position (Liability) |
|
|
Open derivatives transactions |
(101) |
20 |
Closed derivatives transactions awaiting financial settlement |
1 |
10 |
Recognized in Statements of Financial Position |
(100) |
30 |
Other assets (note 21) |
29 |
92 |
Other liabilities (note 21) |
(129) |
(62) |
The following table presents the details of the
open derivative financial instruments held by the Company as of December 31, 2024, and represents its risk exposure:
|
|
Statement of Financial Position |
|
|
|
|
Fair value |
Fair value hierarchy |
Maturity |
|
Notional value |
Asset Position (Liability) |
|
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
|
|
Derivatives not designated for hedge accounting |
|
|
|
|
|
|
Exchange Risk (1) |
|
|
|
|
|
|
Cross-currency swap - CDI x US$ |
488 |
729 |
(105) |
(49) |
Level 2 |
2029 |
Short position/Foreign currency forwards (BRL/USD) |
(20) |
(1) |
- |
− |
Level 2 |
2025 |
Interest rate risk |
|
|
- |
- |
|
|
Swap - IPCA X CDI |
R$ 3,008 |
R$ 3,008 |
17 |
68 |
Level 2 |
2029/2034 |
Price risk |
|
|
− |
− |
|
|
Future contracts - Crude oil and oil products (2) |
(1,450) |
(1,053) |
(13) |
1 |
Level 1 |
2025 |
Swap - Short position/Soybean oil (3) |
− |
(1) |
− |
− |
Level 2 |
- |
Total open derivative transactions |
|
|
(101) |
20 |
|
|
(1) Amounts in US$ and R$ are presented in million. |
|
|
|
|
|
|
(2) Notional value in thousands of bbl. |
(3) Notional value in thousands of tons.
|
Commercial derivatives require guarantees, accounted
for as other assets and/or other liabilities.
|
Guarantees given as collateral |
|
|
31.12.2024 |
12.31.2023 |
Commodity derivatives |
|
69 |
18 |
Equity
Cumulative losses in other comprehensive income (shareholders’ equity) |
|
2024 |
2023 |
2022 |
Hedge accounting |
|
|
|
Cash flow hedge on exports - Note 33.4.1 (a) |
(30,845) |
(18,210) |
(26,527) |
Deferred income taxes |
10,485 |
6,190 |
9,020 |
Total |
(20,360) |
(12,020) |
(17,507) |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 33.4.1. | Foreign exchange risk management |
By managing its foreign exchange risk, the Company
takes into account the cash flows derived from its operations as a whole. This concept is especially applicable to the risk relating to
the exposure of the Brazilian Real against the U.S. dollar, in which future cash flows in U.S. dollar, as well as cash flows in Brazilian
Real affected by the fluctuation between both currencies, such as cash flows derived from diesel and gasoline sales in the domestic market,
are assessed in an integrated manner.
Accordingly, the financial risk management mainly
involves structured actions encompassing the business of the Company.
Changes in the Real/U.S. dollar spot rate, as well
as foreign exchange variation of the Real against other foreign currencies, may affect net income and the statement of financial position
due to the exposures in foreign currencies, such as high probable future transactions, monetary items and firm commitments.
The Company seeks to mitigate the effect of potential
variations in the Real/U.S. dollar spot rates mainly raising funds denominated in U.S. dollars, aiming at reducing the net exposure between
obligations and receipts in this currency, thus representing a form of structural protection that takes into account criteria of liquidity
and cost competitiveness.
Foreign exchange variation on future exports denominated
in U.S. Dollar in a given period are efficiently hedged by the U.S. dollar debt portfolio taking into account changes in such portfolio
over time. Cash flow hedge involving the Company’s future exports are presented in note 34.4.1(a).
The foreign exchange risk management strategy may
involve the use of derivative financial instruments to hedge certain liabilities, mitigating foreign exchange rate risk exposure, especially
when the Company is exposed to a foreign currency in which no cash inflows are expected. The positions with exchange rate derivatives
are presented in note 34.3.
In the short-term, the foreign exchange risk is
managed by applying resources in cash or cash equivalent denominated in Brazilian Real, U.S. dollar or in another currency.
| a) | Cash Flow Hedge involving the
Company’s future exports |
The Company uses hedge accounting for the risk
arising from exchange rate variations of “highly probable future exports” (hedged item) by means of foreign exchange rate
variations of proportions of certain obligations denominated in U.S. dollars (hedging instruments).
The carrying amounts, the fair value as of December
31, 2024, and a schedule of expected reclassifications to the statement of income of cumulative losses recognized in other comprehensive
income (shareholders’ equity) based on a US$ 1.00 / R$ 6.1923 exchange rate are set out below:
|
|
|
|
|
|
|
|
Present value of hedging instrument notional
value at
12.31.2024 |
Hedging Instrument |
Hedged Transactions |
Nature
of the Risk |
Maturity
Date |
US$ million |
R$ million |
Foreign exchange gains and losses on proportion of non-derivative financial instruments cash flows |
Foreign exchange gains and losses of highly probable future monthly exports revenues |
Foreign Currency
– Real vs U.S. Dollar
Spot Rate |
January 2025 to December 2034 |
65,900 |
408,073 |
Changes in the present value of hedging instrument notional value |
US$ million |
R$ million |
Amounts designated as of December 31, 2023 |
65,138 |
315,350 |
Additional hedging relationships designated, designations revoked and hedging instruments re-designated |
18,993 |
104,302 |
Exports affecting the statement of income |
(9,767) |
(52,126) |
Principal repayments / amortization |
(8,464) |
(46,114) |
Foreign exchange variation |
- |
86,661 |
Amounts designated as of December 31, 2024 |
65,900 |
408,073 |
Nominal value of hedging instrument (finance debt and lease liability) at December 31, 2024 |
84,690 |
524,425 |
In 2024, the Company recognized a US$ 208
loss within foreign exchange gains (losses) due to ineffectiveness (a US$ 172 gain in the same period of 2023).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The average ratio of future exports for which cash
flow hedge accounting was designated to the highly probable future exports is 69.11%.
A roll-forward schedule of cumulative foreign exchange
losses recognized in equity to be realized by future exports is set out below:
|
2024 |
2023 |
Opening balance |
(18,210) |
(26,527) |
Recognized in equity |
(15,627) |
4,554 |
Reclassified to the statement of income |
2,992 |
3,763 |
Other comprehensive income (loss) |
(12,635) |
8,317 |
Closing balance |
(30,845) |
(18,210) |
Additional hedging relationships may be revoked
or additional reclassification adjustments from equity to the statement of income may occur as a result of changes in forecasted export
prices and export volumes following future revisions of the Company’s business plans. Based on a sensitivity analysis considering
a US$ 10/barrel decrease in Brent prices stress scenario, when compared to the Brent price projections in the Business Plan 2025-2029,
would not indicate a reclassification from equity to the statement of income.
A schedule of expected reclassification of cumulative
foreign exchange losses recognized in other comprehensive income to the statement of income as of December 31, 2024, is set out below:
|
2025 |
2026 |
2027 |
2028 |
2029 |
2029 onwards |
Total |
Expected realization |
(5,557) |
(5,697) |
(5,766) |
(4,497) |
(3,658) |
(5,670) |
(30,845) |
Accounting policy for
hedge accounting
At inception of the hedge relationship, the Company
documents its objective and strategy, including identification of the hedging instrument, the hedged item, the nature of the hedged risk
and evaluation of hedge effectiveness requirements.
Considering the natural hedge and the risk management
strategy, the Company designates hedging relationships to account for the effects of the existing hedge between a foreign exchange gain
or loss from proportions of its long-term debt obligations (denominated in U.S. dollars) and foreign exchange gain or loss of its highly
probable U.S. dollar denominated future exports revenues, so that gains or losses associated with the hedged transaction (the highly probable
future exports) and the hedging instrument (debt obligations) are recognized in the statement of income in the same periods.
Foreign exchange gains and losses on proportions
of debt obligations and lease liability (non-derivative financial instruments) have been designated as hedging instruments.
The highly probable future exports for each month
are hedged by a proportion of the debt obligations with an equal US dollar nominal amount. Only a portion of the Company’s forecast
exports are considered highly probable.
The Company’s future exports are exposed
to the risk of variation in the Brazilian Real/U.S. dollar spot rate, which is offset by the converse exposure to the same type of risk
with respect to its debt denominated in U.S. dollar.
The hedge relationships are assessed on a monthly
basis and they may cease and may be re-designated in order to achieve the risk management strategy.
Foreign exchange gains and losses relating to the
effective portion of such hedges are recognized in equity, within other comprehensive income and reclassified to the statement of income
within finance income (expense) in the periods when the hedged item affects the statement of income.
Whenever a portion of future exports for a certain
period, for which their foreign exchange gains and losses hedging relationship has been designated is no longer highly probable, the Company
revokes the designation and the cumulative foreign exchange gains or losses that have been recognized in other comprehensive income remain
separately in equity until the forecast exports occur.
If future exports for which foreign exchange gains
and losses hedging relationship has been designated is no longer expected to occur, any related cumulative foreign exchange gains or losses
that have been recognized in other comprehensive income from the date the hedging relationship was designated to the date the Company
revoked the designation is immediately recycled from other comprehensive income to the statement of income.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
In addition, when a financial instrument designated
as a hedging instrument expires or settles, the Company may replace it with another financial instrument in a manner in which the hedge
relationship continues to occur. Likewise, whenever a hedged transaction effectively occurs, its financial instrument previously designated
as a hedging instrument may be designated for a new hedge relationship.
Gains or losses relating to the ineffective portion
are immediately recognized in finance income (expense). Ineffectiveness may occur as hedged items and hedge instruments have different
maturity dates and due to discount rate used to determine their present value.
| b) | Derivative financial instruments
not designated for hedge accounting |
In September 2019, Petrobras contracted a cross-currency
swap aiming to protect against exposure arising from the 7th issuance of debentures, for IPCA x CDI operations, maturing in September
2029 and September 2034, and US$ 240 for CDI x U.S. Dollar operations, maturing in September 2024 and September 2029. In September
2024, the notional amount of the matured cross-currency swap was US$ 241.
The methodology used to calculate the fair value
of this swap operation consists of calculating the future value of the operations, using rates agreed in each contract and the projections
of the interest rate curves, IPCA coupon and foreign exchange coupon, discounting to present value using the risk-free rate. Curves are
obtained from Bloomberg based on forward contracts traded in stock exchanges.
The mark-to-market is adjusted to the credit risk
of the financial institutions, which is not relevant in terms of financial volume, since the Company makes contracts with highly rated
banks.
Changes in interest rate forward curves (CDI interest
rate) may affect the Company's results, due to the market value of these swap contracts. In preparing a sensitivity analysis for these
curves, a parallel shock was estimated based on the average maturity of these swap contracts, in the scope of the Company’s Risk
Management Policy, which resulted in a 618 basis points effect on the estimated interest rate. The effect of this sensitivity analysis,
keeping all other variables constant, is shown in the following table:
Financial Instruments |
Reasonably possible scenario |
SWAP CDI x USD |
|
(10) |
|
|
|
| c) | Sensitivity analysis for foreign
exchange risk on financial instruments |
The sensitivity analysis only covers the exchange
rate variation and maintains all other variables constant. The probable scenario is referenced on external sources like Focus bulletin
and Thomson Reuters, making use of the exchange rate forecast for the end of the following year, as follows:
| · | U.S. dollar x real - a 3.15% appreciation of the
real; |
| · | euro x U.S. dollar - a 1.03% depreciation of the
euro; |
| · | pound sterling x U.S. dollar - a 1.32% depreciation
of the pound sterling. |
The reasonably possible scenario has the same references
and considers the risk of depreciation of a 20% depreciation of the closing exchange rate of the year against the reference currency,
except for assets and liabilities of foreign subsidiaries, when transacted in a currency equivalent to their respective functional currencies.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Risk |
Financial Instruments |
Exposure at 12.31.2024 |
Exposure in R$ million |
Probable Scenario |
Reasonably possible scenario |
Dollar/Real |
Assets |
7,616 |
47,159 |
(240) |
1,523 |
|
Liabilities |
(113,943) |
(705,569) |
3,594 |
(22,789) |
|
Exchange rate - Cross currency swap |
(488) |
(3,023) |
15 |
(98) |
|
Cash flow hedge on exports |
65,900 |
408,073 |
(2,078) |
13,180 |
|
Total |
(40,915) |
(253,360) |
1,291 |
(8,184) |
Euro/Dollar |
Assets |
941 |
5,824 |
10 |
188 |
|
Liabilities |
(1,552) |
(9,611) |
(16) |
(310) |
|
Total |
(611) |
(3,787) |
(6) |
(122) |
Pound/Dollar |
Assets |
934 |
5,784 |
12 |
187 |
|
Liabilities |
(1,841) |
(11,402) |
(24) |
(368) |
|
Total |
(907) |
(5,618) |
(12) |
(181) |
Pound/Real |
Assets |
21 |
131 |
4 |
(2) |
|
Liabilities |
(42) |
(257) |
1 |
(8) |
|
Total |
(21) |
(126) |
5 |
(10) |
Total at December 31, 2024 |
(42,454) |
(262,891) |
1,278 |
(8,497) |
| 33.4.2. | Risk management of products prices
- crude oil and oil products and other commodities |
The Company is exposed to commodity price cycles,
and it may use derivative instruments to hedge exposures related to prices of products purchased and sold to fulfill operational needs
and in specific circumstances depending on business environment analysis and assessment of whether the targets of the Business Plan are
being met.
The Company, by use of its assets, positions and
market knowledge from its operations in Brazil and abroad, may seek to optimize some of its commercial operations in the international
market, with the use of commodity derivatives to manage price risk.
The probable scenario uses market references, used
in pricing models for oil, oil products and natural gas markets, and takes into account the closing price of the asset on December 31,
2024. Therefore, no effect is considered arising from outstanding operations in this scenario. The reasonably possible scenario reflects
the potential effects on the statement of income from outstanding transactions, considering a variation in the closing price of 20%. To
simulate the most unfavorable scenarios, the variation was applied to each asset according to open transactions: price decrease for long
positions and increase for short positions.
Financial Instruments |
Risk |
Probable scenario |
Reasonably possible scenario |
Derivatives not designated for hedge accounting |
|
|
|
Crude oil and oil products - price changes |
Future and forward contracts (Swap) |
− |
(148) |
Soybean oil - price changes |
Future and forward contracts (Swap) |
− |
- |
Foreign currency - depreciation BRL x USD |
Forward contracts |
− |
(2) |
|
|
− |
(150) |
The positions with commodity derivatives are presented
in note 33.3.
| 33.4.3. | Interest rate risk management |
The Company considers that interest rate risk does
not create a significant exposure and therefore, preferably does not use derivative financial instruments to manage interest rate risk,
except for specific situations faced by certain subsidiaries of Petrobras.
In this sensitivity analysis, the probable scenario
represents the amounts to be disbursed by Petrobras relating to the payment of interests on debts linked to floating rates as of December
31, 2024. The reasonably possible scenario represents the disbursement if there is a 40% change on these rates, keeping all other variables
constant.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Risk |
|
Sensitivity effect on the results |
Reasonably possible
scenario |
Finance debt |
|
|
|
SOFR 3M (1) |
|
93 |
120 |
SOFR 6M (1) |
|
90 |
106 |
SOFR O/N (1) |
|
140 |
195 |
CDI |
|
401 |
562 |
TR |
|
5 |
6 |
TJLP |
|
52 |
73 |
IPCA |
|
68 |
95 |
|
|
849 |
1,157 |
(1) It represents the Secured Overnight Financing Rate (note 24.4). |
| 33.5. | Liquidity risk management |
The possibility of a shortage of cash to settle
the Company’s obligations on the agreed dates is managed by the Company. The Company mitigates its liquidity risk by defining reference
parameters for treasury management and by periodically analyzing the risks associated to the projected cash flow, quantifying its main
risks through Monte Carlo simulations. These risks include oil prices, exchange rates, gasoline and diesel international prices, among
others. In this way, the Company is able to predict cash needs for its operational continuity and for the execution of its strategic plan.
Management believes that its current working capital
is sufficient for the Company's present requirements. In the event that the Company presents a negative net working capital, management
believes it does not compromise the Company's liquidity since Petrobras maintains revolving credit facilities contracted as a liquidity
reserve to be used in adverse scenarios (see note 30.5).
Additionally, the Company regularly assesses market
conditions and may enter into transactions to repurchase its own securities or those of its subsidiaries, through a variety of means,
including tender offers, make whole exercises and open market repurchases, since they are in line with the Company's liability management
strategy, in order to improve its debt repayment profile and cost of debt.
The expected cash flows from finance debt, lease
liabilities, post-employment benefits and decommissioning costs are presented in notes 30.4 and 31, 18.3.4 and 20, respectively.
Credit risk management in Petrobras aims to mitigate
risk of not collecting receivables, financial deposits or collateral from third parties or financial institutions through the analysis,
granting and management of credit, based on quantitative and qualitative parameters that are appropriate for each market segment in which
the Company operates.
The commercial credit portfolio is broad and diversified
and comprises clients from the domestic and foreign markets.
Credit granted to financial institutions is related
to collaterals received, cash surplus invested and derivative financial instruments. It is spread among “investment grade”
international banks rated by international rating agencies and Brazilian banks with low credit risk.
| 33.6.1. | Credit quality of financial assets |
| a) | Cash and cash equivalents and
marketable securities |
The evaluation of the credit quality of these financial
assets is based on external credit ratings provided by Standard & Poor’s, Moody’s and Fitch, as follows:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Cash and cash equivalents |
Marketable securities |
|
12.31.2024 |
12.31.2023 |
12.31.2024 |
12.31.2023 |
Investment grade – global rating |
1,413 |
7,503 |
1,875 |
1,115 |
AA |
315 |
593 |
876 |
651 |
A |
1,098 |
6,890 |
999 |
464 |
BBB |
− |
20 |
− |
− |
Other ratings abroad |
215 |
3,251 |
1,026 |
− |
|
|
|
|
|
Investment grade - local rating (Brazil) |
1,642 |
1,966 |
1,944 |
4,113 |
AAA.br |
1,642 |
1,966 |
1,944 |
4,113 |
Other ratings in Brazil |
1 |
7 |
− |
− |
|
3,271 |
12,727 |
4,845 |
5,228 |
As of December 31, 2024, the Brazilian sovereign
risk is BB, the best level within the speculative grade category, with effect on the rating of Brazilian banks abroad, which represent
most of the Company’s balance of other ratings abroad, including cash.
These
financial assets, which are not past due nor considered to be credit impaired, present fair values equivalent
to or do not differ significantly from their carrying amounts.
| b) | Trade and other receivables |
Most of Petrobras's clients do not have a risk
rating granted by rating agencies. Thus, for the definition and monitoring of credit limits, management evaluates the customer's field
of activity, commercial relationship, financial relationship with Petrobras and its financial statements, among other aspects.
More information on the effect of this risk assessment
is available in notes 14.2 and 14.3, which present the provision for expected credit losses and the respective accounting policy.
| 34. | Related-party transactions |
The Company has a related-party transactions policy,
which is annually revised and approved by the Board of Directors in accordance with the Company’s bylaws.
In order to ensure the goals of the Company are
achieved and to align them with transparency of processes and corporate governance best practices, this policy guides Petrobras while
entering into related-party transactions and dealing with potential conflicts of interest on these transactions, based on the following
assumptions and provisions: competitiveness, compliance, transparency, fairness and commutability.
The Statutory Audit Committee (CAE) must approve
in advance transactions between the Company and: i) the Brazilian Federal Government, including its agencies or similar bodies; ii) Petros
Foundation; iii) Petrobras Health Association; iv) entities controlled by Petrobras in which there is a participation in the share
capital of the controlled company by the Brazilian Federal Government, its Entities, or any authority of a public entity to which Petrobras
is linked, or by individuals connected to it; v) Petrobras’ associated entities (including entities controlled by its associates);
and vi) entities controlled by key management personnel or by their close family members, taking into account the materiality established
by this policy.
Transactions with the Brazilian Federal Government,
including its agencies or similar bodies and controlled entities (the latter when classified as out of the Company's normal course of
business by the CAE), which are under the scope of Board of Directors approval, must be preceded by the CAE and Minority Shareholders
Committee assessment and must have prior approval of, at least, 2/3 of the board members.
The related-party transactions policy also aims to ensure an adequate
and diligent decision-making process for the Company’s key management.
| 34.1. | Transactions with joint ventures,
associates, government entities and pension plans |
The Company has engaged, and expects to continue
to engage, in the ordinary course of business in numerous transactions with joint ventures, associates, pension plans, as well as with
the Company’s controlling shareholder, the Brazilian Federal Government, which include transactions with banks and other entities
under its control, such as financing and banking, asset management and other transactions.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The balances of significant transactions are set
out in the following table:
|
|
12.31.2024 |
|
12.31.2023 |
|
Assets |
Liabilities |
Assets |
Liabilities |
Joint ventures and associates |
|
|
|
|
Petrochemical companies (associates) |
65 |
1 |
45 |
4 |
Other associates and joint ventures |
52 |
15 |
95 |
10 |
Subtotal |
117 |
16 |
140 |
14 |
Brazilian government – Parent and its controlled entities |
|
|
|
|
Government bonds |
1,114 |
− |
1,819 |
− |
Banks controlled by the Brazilian Government |
12,030 |
2,675 |
15,526 |
2,119 |
Petroleum and alcohol account - receivables from the Brazilian Government (note 14.1) |
− |
− |
278 |
− |
Brazilian Federal Government (1) |
− |
1,046 |
− |
1,378 |
Pré-Sal Petróleo S.A. – PPSA |
− |
79 |
− |
28 |
Others |
235 |
85 |
138 |
80 |
Subtotal |
13,379 |
3,885 |
17,761 |
3,605 |
Petros |
44 |
234 |
64 |
305 |
Total |
13,540 |
4,135 |
17,965 |
3,924 |
Current |
1,557 |
1,382 |
2,684 |
1,676 |
Non-Current |
11,983 |
2,753 |
15,281 |
2,248 |
(1) It includes amounts related to lease liability. |
The income/expenses of significant transactions
are set out in the following table:
|
|
2024 |
2023 |
2022 |
Joint ventures and associates |
|
|
|
|
State-controlled gas distributors (joint ventures) (1) |
|
− |
− |
1,196 |
Petrochemical companies (associates) |
|
3,505 |
3,402 |
4,465 |
Other associates and joint ventures |
|
50 |
57 |
96 |
Subtotal |
|
3,555 |
3,459 |
5,757 |
Brazilian government – Parent and its controlled entities |
|
|
|
|
Government bonds |
|
145 |
210 |
204 |
Banks controlled by the Brazilian Government |
|
− |
(19) |
71 |
Receivables from the Electricity sector |
|
− |
233 |
− |
Petroleum and alcohol account - receivables from the Brazilian Government |
|
7 |
15 |
62 |
Brazilian Federal Government |
|
(112) |
(124) |
288 |
Pré-Sal Petróleo S.A. – PPSA |
|
(599) |
(361) |
(657) |
Others |
|
(255) |
(204) |
(79) |
Subtotal |
|
(814) |
(250) |
(111) |
Petros |
|
(19) |
(19) |
(21) |
Total - Income (Expenses) |
|
2,722 |
3,190 |
5,625 |
Revenues, mainly sales revenues |
|
3,536 |
3,450 |
5,821 |
Purchases and services |
|
15 |
12 |
(4) |
Income (expenses) |
|
(871) |
(582) |
(804) |
Foreign exchange and inflation indexation charges, net |
|
(105) |
(267) |
299 |
Finance income (expenses), net |
|
147 |
577 |
313 |
Total - Income (Expenses) |
|
2,722 |
3,190 |
5,625 |
Information on the judicialized debts from the
Brazilian Federal Government (precatórios) issued in favor of the Company arising from the petroleum and alcohol accounts
is disclosed in note 14.
The liability related to pension plans of the Company's
employees and managed by the Petros Foundation, including debt instruments, is presented in note 18.
| 34.2. | Compensation of key management
personnel |
The criteria for compensation of employees and
officers are established based on the relevant labor legislation and the Company’s Positions, Salaries and Benefits Plan (Plano
de Cargos e Salários e de Benefícios e Vantagens).
The compensation of employees (including those
occupying managerial positions) in December 2024 and December 2023 were:
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Parent Company (U.S. dollars) |
Compensation of employees, excluding officers |
2024 |
2023 |
Lowest compensation |
731 |
920 |
Average compensation |
4,249 |
4,921 |
Highest compensation |
18,194 |
21,516 |
|
|
|
|
Parent Company |
Employees |
2024 |
2023 |
Number of employees |
41,778 |
40,213 |
The annual compensation of Executive Officers,
including variable compensation, for the years 2024 and 2023 were:
|
Parent Company (U.S. dollars) |
Compensation of the Director of Petrobras (includes variable compensation) |
2024 |
2023 |
Lowest compensation (1) |
452,163 |
30,301 |
Average compensation (2) |
615,641 |
765,364 |
Highest compensation (3) |
563,303 |
562,491 |
(1) It corresponds to the lowest annual compensation, according to the Annual Circular Letter CVM/SEP of March 7, 2024, for those who served for 12 months. If there are no members meeting this condition, the lowest amount paid should be considered. |
(2) It corresponds to the total value of the annual compensation, including expenses with former members, divided by the number of remunerated positions (9), according to the Annual Circular Letter CVM/SEP of March 7, 2024. |
(3) It corresponds to the annual compensation, without any exclusions, of the officer with the highest individual compensation, according to the Annual Circular Letter CVM/SEP of March 7, 2024. |
The criteria for compensation of members of the
Board of Directors and the Board Executive Officers is based on the guidelines established by the Secretariat of Management and Governance
of the State-owned Companies (SEST) of the Ministry of Management and Innovation in Public Services, and by the Ministry of Mines and
Energy. The total compensation is set out as follows:
|
|
|
|
|
Parent Company |
|
|
2024 |
|
2023 |
|
Executive Officers |
Board of Directors |
Total |
Executive Officers |
Board of Directors |
Total |
Wages and short-term benefits |
3.0 |
0.4 |
3.4 |
3.0 |
0.1 |
3.1 |
Social security and other employee-related taxes |
0.8 |
− |
0.8 |
0.9 |
− |
0.9 |
Post-employment benefits (pension plan) |
0.3 |
− |
0.3 |
0.3 |
− |
0.3 |
Variable compensation |
2.6 |
− |
2.6 |
2.9 |
− |
2.9 |
Benefits due to termination of tenure |
0.5 |
− |
0.5 |
0.9 |
− |
0.9 |
Total compensation recognized in the statement of income |
7.2 |
0.4 |
7.6 |
8.0 |
0.1 |
8.1 |
Total compensation paid (1) |
6.4 |
0.4 |
6.8 |
7.6 |
− |
7.6 |
Monthly average number of members |
9.00 |
11.00 |
20.00 |
9.00 |
11.00 |
20.00 |
Monthly average number of paid members |
9.00 |
8.00 |
17.00 |
9.00 |
6.33 |
15.33 |
(1) It includes variable compensation for Executive Officers. |
In 2024, expenses related to compensation of the
board members and executive officers of Petrobras amounted to US$ 14 (US$ 13.9 in 2023 and US$ 14.7 in 2022).
The compensation of the Advisory Committees to
the Board of Directors is separate from the fixed compensation set for the Board Members and, therefore, has not been classified under
compensation of Petrobras’ key management personnel.
In accordance with Brazilian regulations applicable
to companies controlled by the Brazilian Federal Government, Board members who are also members of the Statutory Audit Committees are
only compensated with respect to their Audit Committee duties. The total compensation concerning these members was US$ 416 thousand
for 2024 (US$ 493 thousand with tax and social security costs). For 2023, the total compensation concerning these members was US$ 403
thousand (US$ 484 thousand with tax and social security costs). For 2022, it was US$ 544 thousand (US$ 642 thousand with
tax and social security costs).
On April 25, 2024, the shareholders, at the Company’s
Annual General Shareholders Meeting, set the threshold for the overall compensation for executive officers and board members at US$ 8.6
(R$ 43.21 million) from April 2024 to March 2025.
The average annual remuneration of the members
of Petrobras' Fiscal Council, in fiscal year 2024, was US$ 29 (US$ 34, considering social security costs). In 2023, the average
annual remuneration was US$ 31 (US$ 38, considering social security costs). In 2022, the average annual remuneration was US$ 28
(US$ 33, considering social security costs).
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The Variable Compensation Program for Executive
Officers is subject to compliance with prerequisites and performance indicators. The variable remuneration to be paid changes according
to the percentage of goals achievement and its payment is deferred in 4 annual installments.
In 2024, the Company provisioned US$ 2.6 referring
to the Performance Award Program – PPP 2024 for Executive Directors.
Exemption from damage (indemnity)
Since 2022, the Company's Bylaws establish the
obligation to indemnify its managers, members with statutory functions and other employees and agents who legally act by delegation of
the Company's managers, besides maintaining a permanent insurance contract in favor of these individuals, to save them from liability
for acts arising from the exercise of their activities. As of 2018, the bylaws also began to provide for the possibility of Petrobras
entering into indemnity contracts, in order to cover any expenses due to complaints, inquiries, administrative, arbitration or judicial
investigations and proceedings, in Brazil or in any other jurisdiction, which aim to impute responsibility for regular management acts
practiced exclusively in the exercise of its activities since the date of its investiture or the beginning of the contractual relationship
with the Company. The limits and form of defense in judicial and administrative proceedings are defined in the Policy for the Application
and Governance of the Indemnity Commitment, approved by the Board of Directors.
The first Indemnity Commitment was approved by
the Board of Directors on December 18, 2018, starting from its signature until the Ordinary General Meeting of 2020. The maximum exposure
established by the Company (global limit for all eventual damages) was US$ 500.
The second Indemnity Commitment was approved by
the Board of Directors on March 25, 2020, starting from its signature until the Ordinary General Meeting of 2022. The maximum exposure
established by the Company (global limit for all possible damages) was US$ 300.
The third Indemnity Commitment was approved by
the Board of Directors on March 30, 2022, starting from its signature, until the Ordinary General Meeting of 2024. The maximum exposure
established by the Company (global limit for all possible damages) was US$ 200.
The fourth Indemnity Commitment was approved by
the Board of Directors on March 27, 2024, starting from its signature, until the Ordinary General Meeting of 2026. The maximum exposure
established by the Company (global limit for all possible damages) was US$ 161.
The term of coverage provided for in the Commitment
begins from the date of signature until the occurrence of the following events, whichever comes last: (i) the end of the fifth year following
the date on which the beneficiary leave, for any reason, to exercise the mandate or function/position; (ii) the course of the time required
in transit of any Process in which the Beneficiary is partly due to the practice of Regular Management Act; or (iii) the course of the
limitation period according to law to events that can generate the obligations of indemnification by the Company, including, but not limited
to, the criminal statute applicable deadline, even if such period is applied by administrative authorities or at any time when there is
an indemnifiable event based on an imprescriptible fact.
Indemnity agreements shall not cover: (i) acts
covered under Directors and Officers (D&O) insurance policy purchased by the Company, as formally recognized and implemented by the
insurance Company; (ii) acts outside the regular exercise of the duties or powers of the Beneficiaries; (iii) acts in bad faith act, malicious
acts, fraud or serious fault on the part of the Beneficiaries, observing the principle of presumed innocence; (iv) self-interested acts
or in favor of third parties that damage the Company’s social interest; (v) obligation to pay damages arising from social action
according to article 159 of Law 6,404/76 or reimbursement of the damages according to art. 11, § 5°, II of Law 6,385/76; or (vi)
where a manifest conflict of interest with the Company is established.
Petrobras will have no obligation to indemnify
the Beneficiaries for loss of profits, loss of business opportunity, interruption of professional activity, moral damages or indirect
damages. eventually claimed by the Beneficiaries, with compensation or reimbursement limited to the cases provided for in the Indemnity
Commitment.
In the case of conviction for an intentional act
or committed with gross error, final and unappealable in criminal, public civil, impropriety, popular action, action proposed by a third
party, or by shareholders in favor of the Company, or, still, of an unappealable administrative decision concluding that an act was committed
intentionally or with gross error and that has not been subject to judicial suspension, the beneficiary undertakes, regardless of any
manifestation of the independent third party, to reimburse the Company for all amounts spent by the Company within the scope of this Commitment,
including all expenses and costs related to the process, refunding them within a period of up to 30 days from the competent notification.
In order to avoid the configuration of conflicts
of interest, notably as provided for in art. 156 of Law 6,404/76, the Company will hire external professionals, who may act individually
or jointly, with an unblemished, impartial and independent reputation (“Independent Third Party”), and with experience to
analyze any claim by the Beneficiaries on the characterization of Regular Management Act or on the hypothesis of exclusions. In addition,
Beneficiaries who are claiming such amounts are prohibited from participating in meetings or discussions that deal with the approval of
the payment of expenses, in compliance with the provisions of art. 156, head provision of Law 6,404/76, Brazilian Corporate Law.
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
| 35. | Supplemental information on statement
of cash flows |
|
2024 |
2023 |
2022 |
Amounts paid during the year: |
|
|
|
Withholding income tax paid on behalf of third-parties |
1,307 |
1,403 |
1,413 |
Transactions not involving cash |
|
|
|
Purchase of property, plant and equipment on credit |
1,081 |
− |
19 |
Lease |
10,107 |
14,992 |
6,923 |
Provision for decommissioning costs |
6,393 |
2,641 |
3,260 |
Use of tax credits and judicial deposit for the payment of contingency |
256 |
144 |
1,236 |
Remeasurement of property, plant and equipment acquired in previous periods |
− |
5 |
24 |
Earnout related to Atapu and Sépia fields |
268 |
280 |
694 |
| 35.1. | Reconciliation of Depreciation,
depletion and amortization with Statements of Cash Flows |
|
2024 |
2023 |
2022 |
Depreciation and depletion of Property, plant and equipment |
14,953 |
15,306 |
14,618 |
Amortization of Intangible assets |
134 |
104 |
77 |
Capitalized depreciation |
(2,438) |
(1,965) |
(1,343) |
Depreciation of right of use - recovery of PIS/COFINS |
(170) |
(165) |
(134) |
Depreciation, depletion and amortization in the Statements of Cash Flows |
12,479 |
13,280 |
13,218 |
INDEX |
|
NOTES TO THE FINANCIAL STATEMENTS PETROBRAS (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Cancellation of Treasury Shares
On January 29, 2025, the Board of Directors approved
the cancellation of a total of 155,764,169 treasury shares, without reducing the share capital, consisting of 155,541,409 preferred shares
and 222,760 common shares.
As a result of the cancellation of treasury shares,
the Company's share capital is now composed of 7,442,231,382 common shares and 5,446,501,379 preferred shares, without par value.
The proposal to update the Company's Bylaws to
reflect this new number of shares will be submitted to the Shareholder’s General Meeting.
Contingent Payments Received
(earnout)
In January 2025, Petrobras received contingent
payments related to three transactions, totaling US$ 605 (R$ 3,702 million), as follows:
| • | US$ 356
(R$ 2,161 million) from the partners in the Sépia and Atapu fields, related to the Surplus Volume of the Transfer of Rights
Agreement; |
| • | US$ 166
(R$ 1,025 million) from Petro Rio Jaguar Petróleo S.A. (PRIO), related to the sale of Petrobras' interest in the Albacora
Leste field; and |
| • | US$ 83
(R$ 516 million) from Karoon Petróleo & Gás Ltda, related to the sale of the Baúna field. |
All these payments are in accordance with the terms
of the contracts negotiated between the parties.
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Supplementary information
on Oil and Gas Exploration and Production (unaudited)
In accordance with Codification Topic 932 - Extractive
Activities – Oil and Gas, this section provides supplemental information on oil and gas exploration and production activities of
the Company. The information included in items (i) through (iii) provides historical cost information pertaining to costs incurred in
exploration, property acquisition and development, capitalized costs and results of operations. The information included in items (iv)
and (v) presents information on Petrobras’ estimated net proved reserve quantities, standardized measure of estimated discounted
future net cash flows related to proven reserves, and changes in estimated discounted future net cash flows.
The Company, on December 31, 2024, maintains activities
mainly in Brazil, in addition to activities in Argentina, Colombia and Bolivia, in South America. The equity-accounted investments are
comprised of the operations of the joint venture company MP Gulf of Mexico, LLC (MPGoM), in which Murphy Exploration & Production
Company ("Murphy" ) has 80% stake and Petrobras America Inc ("PAI") 20% stake in United States of America, North America.
The Company reports its reserves in Brazil, United States of America and Argentina. Volumes in Bolivia are not registered as the Constitution
of this country does not allow. In Colombia, our activities are exploratory, and therefore, there are no associated reserves.
i) Capitalized costs relating to oil and gas
producing activities
As set out in note 26, the Company uses the successful
efforts method of accounting for appraisal and development costs of crude oil and natural gas production. In addition, notes 23 and 24
presents the accounting policies applied by the Company for recognition, measurement and disclosure of property, plant and equipment and
intangible assets.
The following table summarizes capitalized costs
for oil and gas exploration and production activities with the related accumulated depreciation, depletion and amortization, and asset
retirement obligations:
|
Consolidated entities |
|
|
Brazil |
Abroad |
Total |
Equity
Method
Investees |
|
|
South
America |
Others |
Total |
|
December 31, 2024 |
|
|
|
|
|
|
Unproved oil and gas properties |
2,924 |
160 |
− |
160 |
3,084 |
− |
Proved oil and gas properties |
75,088 |
284 |
− |
284 |
75,372 |
651 |
Support Equipment |
95,073 |
726 |
1 |
727 |
95,800 |
− |
Gross Capitalized costs |
173,085 |
1,170 |
1 |
1,171 |
174,256 |
651 |
Depreciation, depletion and amortization |
(57,940) |
(815) |
(1) |
(816) |
(58,756) |
(330) |
Net capitalized costs |
115,145 |
355 |
− |
355 |
115,500 |
321 |
December 31, 2023 |
|
|
|
|
|
|
Unproved oil and gas properties |
3,764 |
61 |
− |
61 |
3,825 |
− |
Proved oil and gas properties |
82,396 |
243 |
− |
243 |
82,639 |
607 |
Support Equipment |
103,284 |
758 |
1 |
759 |
104,043 |
− |
Gross Capitalized costs |
189,444 |
1,062 |
1 |
1,063 |
190,507 |
607 |
Depreciation, depletion and amortization |
(63,003) |
(811) |
(1) |
(812) |
(63,815) |
(289) |
Net capitalized costs |
126,441 |
251 |
− |
251 |
126,692 |
318 |
December 31, 2022 |
|
|
|
|
|
|
Unproved oil and gas properties |
4,227 |
55 |
− |
55 |
4,282 |
− |
Proved oil and gas properties |
83,030 |
205 |
− |
205 |
83,235 |
762 |
Support Equipment |
69,735 |
732 |
1 |
733 |
70,468 |
− |
Gross Capitalized costs |
156,993 |
992 |
1 |
993 |
157,986 |
762 |
Depreciation, depletion and amortization |
(52,836) |
(769) |
(1) |
(770) |
(53,606) |
(224) |
Net capitalized costs |
104,156 |
223 |
− |
223 |
104,380 |
538 |
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
ii) Costs incurred in oil and gas property acquisition,
exploration and development activities
Costs incurred are summarized below and include
both amounts expensed and capitalized:
|
Consolidated entities |
|
|
Brazil |
Abroad |
Total |
Equity
Method
Investees |
|
|
South
America |
Total |
|
December 31, 2024 |
|
|
|
|
|
Acquisition costs: |
|
|
|
|
|
Proved |
− |
− |
− |
− |
− |
Unproved |
21 |
− |
− |
21 |
− |
Exploration costs |
861 |
119 |
119 |
980 |
− |
Development costs |
14,007 |
34 |
34 |
14,041 |
14 |
Total |
14,889 |
153 |
153 |
15,042 |
14 |
December 31, 2023 |
|
|
|
|
|
Acquisition costs: |
|
|
|
|
|
Proved |
− |
− |
− |
− |
− |
Unproved |
146 |
− |
− |
146 |
− |
Exploration costs |
862 |
11 |
11 |
873 |
10 |
Development costs |
10,929 |
53 |
53 |
10,982 |
37 |
Total |
11,937 |
64 |
64 |
12,001 |
47 |
December 31, 2022 |
|
|
|
|
|
Acquisition costs: |
|
|
|
|
|
Proved |
− |
− |
− |
− |
− |
Unproved |
892 |
− |
− |
892 |
− |
Exploration costs |
707 |
51 |
51 |
758 |
1 |
Development costs |
6,883 |
31 |
31 |
6,914 |
30 |
Total |
8,482 |
82 |
82 |
8,564 |
31 |
(iii) Results of operations for oil and gas
producing activities
The Company’s results of operations from
oil and gas producing activities for the years ended December 31, 2024, 2023 and 2022 are shown in the following table. The Company transfers
substantially all of its Brazilian crude oil and gas production to the RT&M and G&LCE segments, respectively, in Brazil. The internal
transfer prices calculated by the Company’s model may not be indicative of the price the Company would have realized had this production
been sold in an unregulated spot market. Additionally, the prices calculated by the Company’s model may not be indicative of the
future prices to be realized by the Company. Gas prices used are those set out in contracts with third parties.
Production costs are lifting costs incurred to
operate and maintain productive wells and related equipment and facilities, including operating employees’ compensation, materials,
supplies, fuel consumed in operations and operating costs related to natural gas processing plants.
Exploration expenses include the costs of geological
and geophysical activities and projects without economic feasibility. Depreciation and amortization expenses relate to assets employed
in exploration and development activities. In accordance with Codification Topic 932 – Extractive Activities – Oil and Gas,
income taxes are based on statutory tax rates, reflecting allowable deductions. Interest income and expense are excluded from the results
reported in this table.
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
Consolidated entities |
Equity
Method
Investees |
|
Brazil |
Abroad |
Total |
|
|
South
America |
North
America |
Others |
Total |
|
December 31, 2024 |
|
|
|
|
|
|
|
Net operation revenues: |
|
|
|
|
|
|
|
Sales to third parties |
175 |
133 |
− |
− |
133 |
308 |
170 |
Intersegment |
60,208 |
− |
− |
− |
− |
60,208 |
− |
|
60,383 |
133 |
− |
− |
133 |
60,516 |
170 |
Production costs |
(15,472) |
(59) |
− |
− |
(59) |
(15,531) |
(50) |
Exploration expenses |
(901) |
(12) |
− |
− |
(12) |
(913) |
− |
Depreciation, depletion and amortization |
(9,248) |
(44) |
− |
− |
(44) |
(9,292) |
(36) |
Impairment of oil and gas properties |
(1,239) |
(5) |
− |
− |
(5) |
(1,244) |
− |
Other operating expenses |
(5,547) |
(5) |
71 |
(1) |
65 |
(5,482) |
(10) |
Results before income tax expenses |
27,977 |
8 |
71 |
(1) |
77 |
28,054 |
74 |
Income tax expenses |
(9,538) |
(3) |
2 |
1 |
− |
(9,538) |
− |
Results of operations (excluding corporate
overhead and interest costs) |
18,439 |
5 |
73 |
− |
77 |
18,516 |
74 |
December 31, 2023 |
|
|
|
|
|
|
|
Net operation revenues: |
|
|
|
|
|
|
|
Sales to third parties |
631 |
136 |
− |
− |
136 |
767 |
159 |
Intersegment |
66,113 |
− |
− |
− |
− |
66,113 |
− |
|
66,744 |
136 |
− |
− |
136 |
66,880 |
159 |
Production costs |
(16,946) |
(63) |
− |
− |
(63) |
(17,009) |
(36) |
Exploration expenses |
(981) |
(1) |
− |
− |
(1) |
(982) |
− |
Depreciation, depletion and amortization |
(10,186) |
(44) |
− |
− |
(44) |
(10,230) |
(26) |
Impairment of oil and gas properties |
(2,105) |
− |
− |
− |
− |
(2,105) |
(75) |
Other operating expenses |
(2,504) |
(15) |
(8) |
(1) |
(24) |
(2,528) |
(25) |
Results before income tax expenses |
34,023 |
12 |
(8) |
(1) |
3 |
34,026 |
(3) |
Income tax expenses |
(11,568) |
(4) |
3 |
1 |
(1) |
(11,569) |
− |
Results of operations (excluding corporate
overhead and interest costs) |
22,455 |
8 |
(5) |
(1) |
2 |
22,457 |
(3) |
December 31, 2022 |
|
|
|
|
|
|
|
Net operation revenues: |
|
|
|
|
|
|
|
Sales to third parties |
1,153 |
158 |
− |
− |
158 |
1,311 |
275 |
Intersegment |
76,579 |
− |
− |
− |
− |
76,579 |
− |
|
77,732 |
158 |
− |
− |
158 |
77,890 |
275 |
Production costs |
(19,975) |
(75) |
− |
− |
(75) |
(20,050) |
(41) |
Exploration expenses |
(719) |
(168) |
− |
− |
(168) |
(887) |
− |
Depreciation, depletion and amortization |
(10,373) |
(42) |
− |
− |
(42) |
(10,415) |
(42) |
Impairment of oil and gas properties |
(1,216) |
(2) |
− |
− |
(2) |
(1,218) |
− |
Other operating expenses |
3,000 |
(1) |
(8) |
21 |
12 |
3,012 |
(22) |
Results before income tax expenses |
48,449 |
(130) |
(8) |
21 |
(117) |
48,332 |
170 |
Income tax expenses |
(16,474) |
44 |
− |
(3) |
41 |
(16,433) |
− |
Results of operations (excluding corporate
overhead and interest costs) |
31,975 |
(86) |
(8) |
19 |
(76) |
31,899 |
170 |
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
(iv) Reserve quantities information
As presented in note 4.1, proved oil and gas reserves
are those quantities of oil and gas, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty
to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions, operating methods,
and government regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates
that renewal is reasonably certain. The project to extract the hydrocarbons must have commenced or there must be reasonable certainty
that the project will commence within a reasonable time. Reserves estimate involves a high degree of judgment and complexity and its application
affects different items of these Financial Statements.
The Company’s estimated net proved oil and
gas reserves and changes thereto for the years 2024, 2023 and 2022 are presented in the following table. Proved reserves are estimated
in accordance with the reserve definitions prescribed by the Securities and Exchange Commission.
Proved developed oil and gas reserves are proved
reserves that can be expected to be recovered: (i) through existing wells with existing equipment and operating methods or in which the
cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) through installed extraction equipment
and infrastructure operational at the time of the reserves estimate if the extraction is done by means not involving a well.
Proved reserves for which substantial new investments
in additional wells and related facilities will be required are named proved undeveloped reserves.
Reserve estimates are subject to variations due
to technical uncertainties in the reservoir and changes in economic scenarios. A summary of the annual changes in the proved reserves
of oil is as follows (in millions of barrels):
|
Consolidated Entities |
|
Equity Method Investees |
|
|
Proved developed and undeveloped reserves (*) |
Crude oil in Brazil |
Crude Oil in South
America |
Synthetic Oil in Brazil |
Consolidated Total |
|
Crude Oil in North
America |
|
Total |
At January 1, 2024 |
9,210 |
2 |
− |
9,212 |
|
16 |
|
9,228 |
Extensions and discoveries |
− |
− |
− |
− |
|
− |
|
− |
Revisions of previous estimates |
1,185 |
− |
− |
1,185 |
|
− |
|
1,184 |
Production for the year |
(761) |
− |
− |
(761) |
|
(2) |
|
(764) |
Reserves at December 31, 2024 |
9,634 |
2 |
− |
9,636 |
|
13 |
|
9,649 |
At January 1, 2023 |
8,908 |
2 |
− |
8,910 |
|
16 |
|
8,926 |
Extensions and discoveries |
95 |
− |
− |
95 |
|
− |
|
95 |
Revisions of previous estimates |
1,140 |
− |
− |
1,140 |
|
2 |
|
1,142 |
Sales of reserves |
(147) |
− |
− |
(147) |
|
− |
|
(147) |
Production for the year |
(786) |
− |
− |
(786) |
|
(2) |
|
(789) |
Reserves at December 31, 2023 |
9,210 |
2 |
− |
9,212 |
|
16 |
|
9,228 |
At January 1, 2022 |
8,406 |
2 |
10 |
8,419 |
|
17 |
|
8,435 |
Revisions of previous estimates |
1,705 |
− |
− |
1,705 |
|
3 |
|
1,708 |
Sales of reserves (1) |
(455) |
− |
(10) |
(465) |
|
(1) |
|
(465) |
Production for the year |
(748) |
− |
(1) |
(749) |
|
(3) |
|
(752) |
Reserves at December 31, 2022 |
8,908 |
2 |
− |
8,910 |
|
16 |
|
8,926 |
(1) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields. |
(*) Apparent differences in the sum of the numbers are due to rounding. |
In 2023, we standardized the conversion between gas and oil equivalent to 5,614.65 ft3 = 1 boe, which is equivalent to the conversion used in contracts in Brazil. Quantities from previous years were restated with the new conversion. |
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
A summary of the annual changes in the proved reserves
of natural gas is as follows (in billions of cubic feet):
|
Consolidated Entities |
|
Equity Method Investees |
|
|
Proved developed and undeveloped reserves (*) |
Natural Gas in Brazil |
Natural Gas in South
America |
Synthetic Gas in Brazil |
Consolidated Total |
|
Natural Gas in North
America |
|
Total |
At January 1, 2024 |
9,335 |
163 |
− |
9,498 |
|
7 |
|
9,504 |
Extensions and discoveries |
− |
7 |
− |
7 |
|
− |
|
7 |
Revisions of previous estimates |
796 |
19 |
− |
815 |
|
(4) |
|
811 |
Production for the year |
(549) |
(20) |
− |
(569) |
|
(1) |
|
(570) |
Reserves at December 31, 2024 |
9,582 |
168 |
− |
9,750 |
|
2 |
|
9,752 |
At January 1, 2023 |
8,504 |
173 |
− |
8,677 |
|
6 |
|
8,683 |
Extensions and discoveries |
779 |
15 |
− |
794 |
|
− |
|
794 |
Revisions of previous estimates |
673 |
(5) |
− |
668 |
|
1 |
|
669 |
Sales of reserves |
(47) |
− |
− |
(47) |
|
− |
|
(47) |
Production for the year |
(573) |
(20) |
− |
(594) |
|
(1) |
|
(595) |
Reserves at December 31, 2023 |
9,335 |
163 |
− |
9,498 |
|
7 |
|
9,504 |
At January 1, 2022 |
7,912 |
177 |
17 |
8,106 |
|
7 |
|
8,113 |
Revisions of previous estimates |
1,560 |
16 |
− |
1,575 |
|
− |
|
1,575 |
Sales of reserves (1) |
(382) |
− |
(15) |
(397) |
|
(1) |
|
(398) |
Production for the year |
(586) |
(20) |
(1) |
(606) |
|
(1) |
|
(607) |
Reserves at December 31, 2022 |
8,504 |
173 |
− |
8,677 |
|
6 |
|
8,683 |
(1) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields. |
(*) Apparent differences in the sum of the numbers are due to rounding. |
In 2023, we standardized the conversion between gas and oil equivalent to 5,614.65 ft3 = 1 boe, which is equivalent to the conversion used in contracts in Brazil. Quantities from previous years were restated with the new conversion. |
Natural gas production volumes used in these
tables are the net volumes withdrawn from our proved reserves, including gas consumed in operations and excluding reinjected gas. Our
disclosure of proved gas reserves includes gas consumed in operations, which represent 36% of our total proved reserves of natural gas
as of December 31, 2024.
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The tables below summarize information about the
changes in total proved reserves of crude oil and natural gas, in millions of barrels of oil equivalent, in our consolidated entities
and equity method investees for 2024, 2023 and 2022:
|
Consolidated Entities |
|
Equity Method Investees |
|
|
Proved developed and undeveloped reserves (*) |
Oil equivalent in Brazil |
Oil equivalent in South
America |
Synthetic Oil in Brazil |
Consolidated Total |
|
Oil equivalent in North
America |
|
Total |
At January 1, 2024 |
10,873 |
31 |
− |
10,904 |
|
17 |
|
10,921 |
Extensions and discoveries |
− |
1 |
− |
1 |
|
− |
|
2 |
Revisions of previous estimates |
1,326 |
4 |
− |
1,330 |
|
(1) |
|
1,329 |
Production for the year |
(859) |
(4) |
− |
(863) |
|
(3) |
|
(865) |
Reserves at December 31, 2024 |
11,341 |
32 |
− |
11,372 |
|
14 |
|
11,386 |
At January 1, 2023 |
10,423 |
33 |
− |
10,455 |
|
17 |
|
10,473 |
Extensions and discoveries |
233 |
3 |
− |
236 |
|
− |
|
237 |
Revisions of previous estimates |
1,260 |
(1) |
− |
1,259 |
|
2 |
|
1,262 |
Sales of reserves |
(155) |
− |
− |
(155) |
|
− |
|
(155) |
Production for the year |
(888) |
(4) |
− |
(892) |
|
(2) |
|
(894) |
Reserves at December 31, 2023 |
10,873 |
31 |
− |
10,904 |
|
17 |
|
10,921 |
At January 1, 2022 |
9,816 |
33 |
13 |
9,862 |
|
18 |
|
9,880 |
Revisions of previous estimates |
1,983 |
3 |
− |
1,986 |
|
3 |
|
1,989 |
Sales of reserves (1) |
(523) |
− |
(12) |
(536) |
|
(1) |
|
(536) |
Production for the year |
(852) |
(4) |
(1) |
(857) |
|
(3) |
|
(860) |
Reserves at December 31, 2022 |
10,423 |
33 |
− |
10,455 |
|
17 |
|
10,473 |
(1) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields. |
(*) Apparent differences in the sum of the numbers are due to rounding. |
In 2023, we standardized the conversion between gas and oil equivalent to 5,614.65 ft3 = 1 boe, which is equivalent to the conversion used in contracts in Brazil. Quantities from previous years were restated with the new conversion. |
In 2024, we incorporated 1,330 million boe of proved
reserves by revising previous estimates, including:
(i) addition of 883 million boe due to new projects,
mainly in Atapu and Sépia fields and in other fields in Santos, Campos and Solimões basins; and
(ii) addition of 447 million boe, due to the good
performance of assets, mainly in Búzios, Itapu, Tupi and Sépia fields, in the Santos Basin, and other revisions.
We did not have relevant changes related to the
variation in the oil price.
The Company's total proved reserve resulted in
11,386 million boe in 2024, considering the variations above and the reduction from 2024 production of 865 million boe. Production refers
to volumes that were previously included in our reserves and, therefore, does not consider natural gas liquids, since the reserve is estimated
at a reference point prior to gas processing, except in the United States and Argentina. The production also does not consider volumes
of injected gas, the production of Extended Well Tests in exploratory blocks and production in Bolivia, since the Bolivian Constitution
does not allow the registration of reserves by the Company.
In 2023, we incorporated 1,262 million boe of proved
reserves by revising previous estimates, including:
(i) addition of 1,092 million boe arising from
the good performance of assets, mainly in Búzios, Tupi and Atapu fields, in the Santos Basin; and
(ii) addition of 170 million boe due to new projects
and other revisions.
We did not have relevant changes related to the
variation in the oil price.
In addition, we incorporated 237 million boe from
discoveries and extensions, mainly due to the declaration of commerciality of Raia Manta and Raia Pintada fields (non-operated), in the
Campos Basin.
Moreover, proved reserves were reduced by 155 million
boe, resulting from sales.
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The Company's total proved reserve resulted in
10,921 million boe in 2023, considering the variations above and the reduction from 2023 production of 894 million boe. Production refers
to volumes that were previously included in our reserves and, therefore, does not consider natural gas liquids, since the reserve is estimated
at a reference point prior to gas processing, except in the United States and Argentina. The production also does not consider volumes
of injected gas, the production of Extended Well Tests in exploratory blocks and production in Bolivia, since the Bolivian Constitution
does not allow the registration of reserves by the Company.
In 2022, we incorporated 1,989 million boe of proved
reserves by revising previous estimates, including:
(i) addition of 1,279 million boe due to new projects,
mainly in Búzios field and in other fields in the Santos and Campos Basins; and
(ii) addition of 710 million boe arising from other
revisions, mainly due to good performance of reservoirs in the pre-salt layer of Santos Basin and to the contract term extension of Rio
Urucu and Leste do Urucu fields.
We did not have relevant changes related to the
variation in the oil price.
The addition in our proved reserves were partially
offset by the reduction of 536 million boe, due to the effects of the transfer of interests of 5% of the Surplus Volume of the Transfer
of Rights of Búzios field, of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields and of sales
of properties in mature fields.
The Company's total proved reserve resulted in
10,473 million boe in 2022, considering the variations above and the reduction from 2022 production of 860 million boe. Production refers
to volumes that were previously included in our reserves and, therefore, does not consider natural gas liquids, since the reserve is estimated
at a reference point prior to gas processing, except in the United States and Argentina. The production also does not consider volumes
of injected gas, the production of Extended Well Tests in exploratory blocks and production in Bolivia, since the Bolivian Constitution
does not allow the registration of reserves by the Company.
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
The tables below present the volumes of proved
developed and undeveloped reserves, net, that is, reflecting Petrobras' participation:
|
2024 |
|
Crude Oil |
Natural Gas |
Total oil and gas |
|
(mmbbl) |
(bncf) |
(mmboe) |
Net proved developed reserves (*): |
|
|
|
Consolidated Entities |
|
|
|
Brazil |
4,884 |
5,387 |
5,843 |
South America, outside Brazil (1) |
1 |
80 |
15 |
Total Consolidated Entities |
4,885 |
5,467 |
5,858 |
Equity Method Investees |
|
|
|
North America (1) |
13 |
2 |
14 |
Total Equity Method Investees |
13 |
2 |
14 |
Total developed Consolidated and Equity Method Investees |
4,898 |
5,469 |
5,872 |
Net proved undeveloped reserves (*): |
|
|
|
Consolidated Entities |
|
|
|
Brazil |
4,750 |
4,194 |
5,497 |
South America, outside Brazil (1) |
1 |
89 |
17 |
Total Consolidated Entities |
4,751 |
4,283 |
5,514 |
Equity Method Investees |
|
|
|
North America (1) |
− |
− |
− |
Total Equity Method Investees |
− |
− |
− |
Total undeveloped Consolidated and Equity Method Investees |
4,751 |
4,283 |
5,514 |
Total proved reserves (developed and undeveloped) |
9,649 |
9,752 |
11,386 |
(1) South America oil reserves include 25% of natural gas liquid (NGL) in proved developed reserves and 24% of NGL in proved undeveloped reserves. North America oil reserves include 14% of natural gas liquid (NGL) in proved developed reserves and 17% of NGL in proved undeveloped reserves. |
(*) Apparent differences in the sum of the numbers are due to rounding off. |
In 2023, we standardized the conversion between gas and oil equivalent to 5,614.65 ft3 = 1 boe, which is equivalent to the conversion used in contracts in Brazil. Quantities from previous years were restated with the new conversion. |
|
2023 |
|
Crude Oil |
Natural Gas |
Total oil and gas |
|
(mmbbl) |
(bncf) |
(mmboe) |
Net proved developed reserves (*): |
|
|
|
Consolidated Entities |
|
|
|
Brazil |
4,710 |
5,522 |
5,694 |
South America, outside Brazil (1) |
1 |
92 |
17 |
Total Consolidated Entities |
4,711 |
5,614 |
5,711 |
Equity Method Investees |
|
|
|
North America (1) |
14 |
6 |
15 |
Total Equity Method Investees |
14 |
6 |
15 |
Total developed Consolidated and Equity Method Investees |
4,726 |
5,620 |
5,727 |
Net proved undeveloped reserves (*): |
|
|
|
Consolidated Entities |
|
|
|
Brazil |
4,500 |
3,814 |
5,179 |
South America, outside Brazil (1) |
1 |
70 |
13 |
Total Consolidated Entities |
4,501 |
3,884 |
5,193 |
Equity Method Investees |
|
|
|
North America (1) |
2 |
1 |
2 |
Total Equity Method Investees |
2 |
1 |
2 |
Total undeveloped Consolidated and Equity Method Investees |
4,503 |
3,885 |
5,194 |
Total proved reserves (developed and undeveloped) |
9,228 |
9,504 |
10,921 |
(1) South America oil reserves include 25% of natural gas liquid (NGL) in proved developed reserves and 26% of NGL in proved undeveloped reserves. North America oil reserves include 6% of natural gas liquid (NGL) in proved developed reserves and 7% of NGL in proved undeveloped reserves. |
(*) Apparent differences in the sum of the numbers are due to rounding. |
In 2023, we standardized the conversion between gas and oil equivalent to 5,614.65 ft3 = 1 boe, which is equivalent to the conversion used in contracts in Brazil. Quantities from previous years were restated with the new conversion. |
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
|
2022 |
|
Crude Oil |
Natural Gas |
Total oil and gas |
|
(mmbbl) |
(bncf) |
(mmboe) |
Net proved developed reserves (*): |
|
|
|
Consolidated Entities |
|
|
|
Brazil |
4,185 |
5,097 |
5,093 |
South America, outside Brazil (1) |
1 |
91 |
17 |
Total Consolidated Entities |
4,186 |
5,188 |
5,110 |
Equity Method Investees |
|
|
|
North America (1) |
14 |
5 |
15 |
Total Equity Method Investees |
14 |
5 |
15 |
Total developed Consolidated and Equity Method Investees |
4,200 |
5,193 |
5,125 |
Net proved undeveloped reserves (*): |
|
|
|
Consolidated Entities |
|
|
|
Brazil |
4,723 |
3,407 |
5,330 |
South America, outside Brazil (1) |
1 |
82 |
15 |
Total Consolidated Entities |
4,724 |
3,489 |
5,346 |
Equity Method Investees |
|
|
|
North America (1) |
2 |
1 |
2 |
Total Equity Method Investees |
2 |
1 |
2 |
Total undeveloped Consolidated and Equity Method Investees |
4,726 |
3,490 |
5,348 |
Total proved reserves (developed and undeveloped) |
8,926 |
8,683 |
10,473 |
(1) South America oil reserves include 24% of natural gas liquid (NGL) in proved developed reserves and 24% of NGL in proved undeveloped reserves. North America oil reserves include 2% of natural gas liquid (NGL) in proved developed reserves and 4% of NGL in proved undeveloped reserves. |
(*) Apparent differences in the sum of the numbers are due to rounding. |
In 2023, we standardized the conversion between gas and oil equivalent to 5,614.65 ft3 = 1 boe, which is equivalent to the conversion used in contracts in Brazil. Quantities from previous years were restated with the new conversion. |
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
(v) Standardized measure of discounted future net cash
flows relating to proved oil and gas quantities and changes therein
The standardized measure of discounted future net
cash flows, related to the above proved oil and gas reserves, is calculated in accordance with the requirements of Codification Topic
932 – Extractive Activities – Oil and Gas.
Estimated future cash inflows from production in
Brazil are computed by applying the average price during the 12-month period prior to the ending date of the period covered by the report,
determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are
defined by contractual arrangements, excluding escalations based upon future conditions. Future price changes are limited to those provided
by contractual arrangements existing at the end of each reporting year. Future development and production costs are those estimated future
expenditures necessary to develop and produce year-end estimated proved reserves based on current costs, including abandonment costs,
assuming continuing economic conditions. Estimated future income taxes (including future social contributions on net income - CSLL) are
calculated by applying appropriate year-end statutory tax rates. The amounts presented as future income taxes expenses reflect allowable
deductions considering statutory tax rates. Discounted future net cash flows are calculated using 10% mid-period discount factors. This
discounting requires a year-by-year estimate of when the future expenditures will be incurred and when the reserves will be produced.
The valuation prescribed under Codification Topic
932 – Extractive Activities – Oil and Gas requires assumptions as to the timing and amount of future development and production
costs. The calculations are made as of December 31 each year and should not be relied upon as an indication of Petrobras’ future
cash flows or the value of its oil and gas reserves.
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Standardized measure of discounted future net cash flows:
|
Consolidated entities |
Equity
Method
Investees |
|
|
Abroad |
|
|
Brazil |
South
America |
Total |
December 31, 2024 |
|
|
|
|
Future cash inflows |
800,773 |
579 |
801,353 |
941 |
Future production costs |
(304,051) |
(336) |
(304,387) |
(139) |
Future development costs |
(74,770) |
(107) |
(74,877) |
(34) |
Future income tax expenses |
(149,968) |
(58) |
(150,026) |
− |
Undiscounted future net cash flows |
271,984 |
78 |
272,062 |
768 |
10 percent midyear annual discount for timing of estimated cash flows (1) |
(128,559) |
(31) |
(128,590) |
(262) |
Standardized measure of discounted future net cash flows |
143,425 |
47 |
143,473 |
506 |
December 31, 2023 |
|
|
|
|
Future cash inflows |
819,428 |
650 |
820,078 |
1,213 |
Future production costs |
(348,787) |
(354) |
(349,142) |
(191) |
Future development costs |
(64,121) |
(113) |
(64,235) |
(13) |
Future income tax expenses |
(140,774) |
(43) |
(140,818) |
− |
Undiscounted future net cash flows |
265,745 |
139 |
265,884 |
1,009 |
10 percent midyear annual discount for timing of estimated cash flows (1) |
(120,216) |
(46) |
(120,262) |
(319) |
Standardized measure of discounted future net cash flows |
145,529 |
93 |
145,622 |
691 |
December 31, 2022 |
|
|
|
|
Future cash inflows |
983,826 |
837 |
984,663 |
1,581 |
Future production costs |
(399,655) |
(357) |
(400,012) |
(273) |
Future development costs |
(62,548) |
(128) |
(62,676) |
(21) |
Future income tax expenses |
(178,412) |
(88) |
(178,500) |
− |
Undiscounted future net cash flows |
343,211 |
264 |
343,475 |
1,287 |
10 percent midyear annual discount for timing of estimated cash flows (1) |
(151,828) |
(124) |
(151,951) |
(401) |
Standardized measure of discounted future net cash flows |
191,383 |
141 |
191,524 |
886 |
(1) Semiannual capitalization |
Apparent differences in the sum of the numbers are due to rouding. |
INDEX |
|
Petróleo Brasileiro S.A. – Petrobras Supplementary information (unaudited) (Expressed in millions of US Dollars, unless otherwise indicated) |
|
Changes in discounted net future cash flows:
|
Consolidated entities |
Equity
Method
Investees |
|
|
Abroad |
|
|
Brazil |
South
America |
Total |
Balance at January 1, 2024 |
145,529 |
93 |
145,622 |
691 |
Sales and transfers of oil and gas, net of production cost |
(44,911) |
(52) |
(44,963) |
(119) |
Development cost incurred |
14,007 |
34 |
14,040 |
14 |
Net change due to purchases and sales of minerals in place |
− |
− |
− |
− |
Net change due to extensions, discoveries and improved recovery related costs |
− |
7 |
7 |
2 |
Revisions of previous quantity estimates |
32,619 |
26 |
32,645 |
(31) |
Net change in prices, transfer prices and in production costs |
10,226 |
(41) |
10,185 |
(71) |
Changes in estimated future development costs |
(23,749) |
(18) |
(23,767) |
(6) |
Accretion of discount |
14,553 |
13 |
14,566 |
60 |
Net change in income taxes |
(4,848) |
(17) |
(4,865) |
− |
Other - unspecified |
− |
3 |
3 |
(32) |
Balance at December 31, 2024 |
143,425 |
47 |
143,473 |
506 |
Balance at January 1, 2023 |
191,383 |
141 |
191,524 |
886 |
Sales and transfers of oil and gas, net of production cost |
(49,797) |
(54) |
(49,851) |
(123) |
Development cost incurred |
10,929 |
53 |
10,982 |
37 |
Net change due to purchases and sales of minerals in place |
(3,894) |
− |
(3,894) |
− |
Net change due to extensions, discoveries and improved recovery related costs |
5,858 |
19 |
5,876 |
11 |
Revisions of previous quantity estimates |
31,616 |
3 |
31,619 |
82 |
Net change in prices, transfer prices and in production costs |
(63,907) |
(97) |
(64,004) |
(201) |
Changes in estimated future development costs |
(16,409) |
(27) |
(16,436) |
(17) |
Accretion of discount |
19,138 |
20 |
19,159 |
68 |
Net change in income taxes |
20,611 |
30 |
20,641 |
− |
Other - unspecified |
− |
5 |
5 |
(53) |
Balance at December 31, 2023 |
145,529 |
93 |
145,622 |
691 |
Balance at January 1, 2022 |
114,780 |
89 |
114,869 |
470 |
Sales and transfers of oil and gas, net of production cost |
(54,230) |
(62) |
(54,291) |
(235) |
Development cost incurred |
6,883 |
31 |
6,913 |
29 |
Net change due to purchases and sales of minerals in place |
(17,030) |
− |
(17,030) |
− |
Net change due to extensions, discoveries and improved recovery related costs |
− |
− |
− |
10 |
Revisions of previous quantity estimates |
64,535 |
17 |
64,553 |
82 |
Net change in prices, transfer prices and in production costs |
129,462 |
122 |
129,584 |
349 |
Changes in estimated future development costs |
(23,317) |
(39) |
(23,356) |
(4) |
Accretion of discount |
11,478 |
14 |
11,492 |
93 |
Net change in income taxes |
(41,178) |
(17) |
(41,194) |
− |
Other - unspecified |
− |
(15) |
(15) |
92 |
Balance at December 31, 2022 |
191,383 |
141 |
191,524 |
886 |
Apparent differences in the sum of the numbers are due to rounding. |
Independent
auditor's report on the consolidated financial statements
KPMG Auditores Independentes Ltda.
Rua do Passeio, 38 - Setor 2 - 17º andar - Centro
20021-290 - Rio de Janeiro/RJ - Brasil
Caixa Postal 2888 - CEP 20001-970 - Rio de Janeiro/RJ - Brasil
Telefone +55 (21) 2207-9400
www.kpmg.com.br
Independent auditors’ report on the
consolidated
financial statements
|
To the Board of Directors
and Shareholders of
Petróleo Brasileiro
S.A. - Petrobras
Rio de Janeiro – RJ |
Opinion |
We have audited the consolidated financial statements
of Petróleo Brasileiro S.A. - Petrobras S.A. ("the Company") which comprise the consolidated statement of financial position
as at December 31, 2024, the consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows
for the year then ended, and notes to the consolidated financial statements, comprising material accounting policies and other explanatory
information.
In our opinion, the accompanying consolidated
financial statements present fairly, in all material respects, the consolidated financial position of Petróleo Brasileiro S.A.
- Petrobras S.A., as at December 31, 2024, and its consolidated financial performance and its consolidated cash flows for the year then
ended in accordance with IFRS Accounting Standards as issued by the International Accounting Standards Board (IFRS Accounting Standards). |
Basis for opinion |
We conducted our audit in accordance with International
Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities
for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company and its subsidiaries
in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements included in the Accountants
Professional Code of Ethics (“Código de Ética Profissional do Contador”) and in the professional standards
issued by the Brazilian Federal Accounting Council (“Conselho Federal de Contabilidade”), and we have fulfilled our
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
|
Key Audit Matters |
| | |
| | |
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. | | KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
| 124 | |
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. |
1 - Assessment of the measurement of the actuarial obligation of the defined benefit pension and health care plans |
According to notes 4.4 and 18.3 of the consolidated financial statements. |
Key audit matter |
How the matter was addressed in our audit |
The Company sponsors defined benefit pension
and health care plans that provide supplementary post retirement benefits and medical care to its employees and former employees.
The measurement of the actuarial obligation
of the pension and health care plans is dependent, in part, of certain actuarial assumptions. These assumptions include the discount rate
and projected medical and hospital costs. The Company hires external actuary to assist in the process of assessing the actuarial assumptions
and valuing the actuarial obligation under its pension and health care plans.
We considered the measurement of the actuarial
obligations for the pension and health care plans as a key audit matter due to the level of judgment inherent to the actuarial assumptions
determination, as well as for the impact that changes on these assumptions could have on the actuarial obligations of the pension and
health care plans. |
Our audit procedures included, but were not
limited to:
-
Tests of design and effectiveness of certain internal
controls related to the process of measuring the actuarial liability, including controls related to the development, review and approval
of the discount rates assumptions and projected medical and hospital costs;
-
Assessment of the scope, competency, and objectivity
of the external actuary hired to assist in the estimate definition of the actuarial obligations for the pension and health care plans,
including the nature and scope of the work performed, their qualification and professional experience; and
-
Assessment, with the support of our actuarial specialists,
of the assumptions such as discount rates and projected medical and hospital costs, including comparing them to data obtained from external
sources.
According to the evidence obtained from performing
the procedures described above, we considered that the measurement of the actuarial liability of the defined benefit pension and health
care plans is acceptable in the context of the consolidated financial statements taken as a whole, for the year ended December 31, 2024. |
| | |
| | |
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. | | KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
| 125 | |
2 - Evaluation of the impairment testing of exploration and production cash generating units |
According to notes 4.2.1, 4.2.2, 4.2.2(a) and 25 of the consolidated financial statements. |
Key audit matter |
How the matter was addressed in our audit |
The Company identifies its cash generating units (“CGUs”),
estimates the recoverable amount of each CGUs based on a projected cash flow for each CGU, and compares to the carrying amount of these
CGUs. The cash flow projections used to determine the recoverable amount depend on certain future assumptions such as: Brent oil price,
exchange rate (Brazilian Real/US Dollar), capitalizing expenditures (”CAPEX”), operating expenditures (“OPEX”),
and volume and timing of recovery of the oil and gas reserves. The recoverable amount is also sensitive to changes in the discount rate
used in the cash flow.
Additionally, the definition of exploration and production segment
CGUs considers operational factors that impact the interdependencies between oil and gas assets, and, may result in redefinition through
aggregations or segregations of the exploration and production areas into CGUs.
We considered the impairment testing of exploration and production
cash generating units as a key audit matter due to the level of complexity and subjectivity on the definition of exploration and production´s
CGUs, and the impact that changes in future assumptions could have on the estimate of the recoverable amount. |
Our audit procedures included, but were not
limited to:
-
Tests of design and effectiveness of certain internal
controls related to the process of determining the recoverable amount of exploration and production´s CGU assets, including controls
related to the review and approval of the determination of the CGUs, and of the key assumptions used to estimate the recoverable amount;
-
Assessment of the operational factors considered
by the Company for changes in exploration and production CGUs during the year, and compared them to information obtained from internal
and external sources;
-
Assessment of the determination of recovery of
oil and gas reserves estimates internally prepared, by comparing it with volumes certified by external reservoirs specialists hired by
the Company, and, for a sampling selection of CGUs, with historical data on production;
-
Assessment of the scope, competency, and objectivity
of the Company´s internal engineers responsible for the estimate of the oil and gas reserves, as well as the external reservoir
specialists hired by the Company, this included assessing the nature and scope of the work performed, and their qualifications and professional
experience;
-
Assessment, for a sampling selection of CGUs, of
the CAPEX and OPEX used on the cash flows projection by comparing to the same business plan approved by the Company, and its long-term
budgets;
-
Assessment of Company’s ability to project
cash flows by comparing the estimated cash flows with actual Company´s cash flows for the year ended December 31, 2024 for a selection
of CGUs; and
-
Assessment, with the support of our valuation specialists,
of the key assumptions used in the impairment test, such as discount rate, future price of oil and natural gas and exchange rates, comparing
them to external market data.
According to the evidence obtained from performing
the procedures described above, we considered that the recoverable amounts for assets of the exploration and production cash generating
units are acceptable in the context of the consolidated financial statements taken as a whole, for the year ended December 31, 2024. |
3 - Evaluation of the estimate of the provision for decommissioning costs |
According to notes 4.6 and 20 of the consolidated financial statements. |
| | |
| | |
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. | | KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
| 126 | |
Key audit matter |
How the matter was addressed in our audit |
As a part of its operations, the Company incurs on costs related
to the obligation to restore and rehabilitate the environment upon the area abandonment.
The Company’s estimate of the provision for decommissioning
costs includes assumptions in relation to the extent of the obligations assumed for environmental restoration, which comprise the costs
for decommissioning and removal of oil and gas production facilities, as well as the estimated timing of the abandonment.
We considered the evaluation of the estimate
of the provision for decommissioning costs as a key audit matter due to the level of judgment involved on determining the respective assumptions,
especially on the extent of the obligations assumed for the environmental repair, which is the criteria to be met when the removal and
restoration actually occurs, the timing and estimated costs of abandonment. |
Our audit procedures included, but were not limited to:
-
Tests of design and effectiveness of certain internal
controls related to the process of defining the provision for decommissioning areas estimate, including controls related to the development,
review and approval of the key assumptions such as timing of area abandonment and estimated costs of abandonment;
-
Assessment of the assumptions of abandonment timing
used by the Company, by comparing the production curves and useful life of the oil and gas reserves used in the estimate, with oil and
gas reserve volumes certified by external reservoirs specialists hired by the Company;
-
Assessment, with the support of our infrastructure
valuation specialists, of the method used to define the extent of decommissioning work in the determination of the estimated costs by
comparing the method to applicable regulatory requirements and relevant industry practices, as well as the assessment of the estimated
costs of abandonment by comparing certain costs to existing contracts;
-
Assessment of the scope, competency, and objectivity
of the Company´s internal engineers responsible for the production curves and useful life of the oil and gas reserves, as well as
the external reservoir specialists hired by the Company, which included assessing the nature and scope of the work performed, and their
qualifications and professional experience; and
-
Assessment of Company’s ability to prepare
this estimate by comparing a sampling selection of actual expenditure incurred with the decommissioning of oil and gas production facilities
already under abandonment, to the provision for decommissioning previously recognized for such facilities.
According to the evidence obtained from performing the procedures
described above, we considered that the amount of provision for decommissioning costs is acceptable in the context of the consolidated
financial statements taken as a whole, for the year ended December 31, 2024. |
Other Information |
Management is responsible for the other information.
The other information comprises the Financial Performance Report.
Our opinion on the consolidated financial statements
does not cover the Financial Performance Report and we do not express any form of assurance conclusion thereon.
In connection with our audit of the consolidated
financial statements, our responsibility is to read the Financial Performance Report and, in doing so, consider whether the other information
is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to
be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement in the Financial Performance
Report, we are required to report on that fact. We have nothing to report in this regard. |
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements |
| | |
| | |
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. | | KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
| 127 | |
Management is responsible for the preparation
and fair presentation of the consolidated financial statements in accordance with IFRS Accounting Standards, and for such internal control
as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the consolidated financial statements,
management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or
to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible
for overseeing the Company’s financial reporting process. |
Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements |
| | |
| | |
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. | | KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
| 128 | |
Our objectives are to obtain reasonable assurance
about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but it is not a guarantee
that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these consolidated financial statements.
As part of our audit in accordance with ISAs,
we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
-
Identify and assess the risks of material misstatement
of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks,
and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
-
Obtain an understanding of internal control relevant
to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control.
-
Evaluate the appropriateness of accounting policies
used and the reasonableness of accounting estimates and related disclosures made by management.
-
Conclude on the appropriateness of management’s
use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Company’s and its subsidiaries' ability to continue as a going concern.
If we conclude that a material uncertainty exists, we are required to draw attention in our auditors’ report to the related disclosures
in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the
audit evidence obtained up to the date of our auditors’ report. However, future events or conditions may cause the Company and its
subsidiaries to cease to continue as a going concern.
-
Evaluate the overall presentation, structure and
content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent
the underlying transactions and events in a manner that achieves fair presentation.
-
Plan and perform the Company and its subsidiaries
audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the
Group as a basis for forming an opinion on the consolidated financial statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance
regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
We also provide those charged with governance
with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships
and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats
or safeguards applied.
From the matters communicated with those charged
with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the
current year and are therefore the key audit matters. We describe these matters in our auditors’ report unless law or regulation
precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such
communication.
Rio de Janeiro, February 26, 2025
KPMG Auditores Independentes Ltda.
CRC SP-014428/O-6 F-RJ

|
| | |
| | |
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de responsabilidade limitada e firma-membro da organização global KPMG de firmas-membro independentes licenciadas da KPMG International Limited, uma empresa inglesa privada de responsabilidade limitada. | | KPMG Auditores Independentes Ltda., a Brazilian limited liability company and a member firm of the KPMG global organization of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. |
| 129 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 26, 2025
PETRÓLEO BRASILEIRO S.A–PETROBRAS
By: /s/ Fernando Sabbi Melgarejo
______________________________
Fernando Sabbi Melgarejo
Chief Financial Officer and Investor Relations
Officer
Petroleo Brasileiro ADR (NYSE:PBR.A)
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