留學(xué)生dissertation網(wǎng)-巴西國(guó)家石油公司和子公司合并財(cái)務(wù)報(bào)表與獨(dú)立的審計(jì)報(bào)告- Petrobras and Subsidiarie

巴西國(guó)家石油公司和子公司合并財(cái)務(wù)報(bào)表與獨(dú)立的審計(jì)報(bào)告有留學(xué)生dissertation網(wǎng)提供，留學(xué)生dissertation網(wǎng)專業(yè)提供會(huì)計(jì)學(xué)財(cái)務(wù)報(bào)告，審計(jì)報(bào)告寫作服務(wù)。Petróleo Brasileiro S.A. – Petrobras and Subsidiaries Consolidated Financial Statements
September 30, 2009 and 2008
with Review Report of Independent
Registered Public Accounting Firm
2
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED FINANCIAL STATEMENTS
Contents
Review Report of Independent Registered Public Accounting Firm............................................... 3
Consolidated Balance Sheets........................................................................................................... 4
Consolidated Statements of Income ................................................................................................ 7
Consolidated Statements of Cash Flows.......................................................................................... 9
Consolidated Statements of Changes in Shareholders' Equity ...................................................... 11
Notes to the Consolidated Financial Statements............................................................................ 14
1. Basis of Financial Statements Preparation………… ………………………………............ 14
2. Recently Adopted Accounting Standards…………………………..…… ……....…........... 15
3. Derivative Instruments, Hedging and Risk Management Activities…………….… ............ 17
4 Income Taxes…………………………………………………………………….…............ 27
5. Cash and Cash Equivalents…………………………………………………………............ 30
6. Marketable Securities ............................................................................................................ 31
7. Inventories……………………………………………………………..…………................ 32#p#分頁(yè)標(biāo)題#e#
8. Recoverable Taxes………………………………………………………………..…........... 33
9. Petroleum and Alcohol Account, Receivable from Federal Government……..…. .............. 34
10. Financings…………… …………………………………………..………………............... 35
11. Financial Income (Expenses), Net …………………………........................................... 44
12. Capital Lease Obligations………………………………………….……..………............... 45
13. Employees’ Postretirement Benefits and Other Benefits…………….……. …..…….......... 46
14. Shareholders’ Equity…………………………………………………….….………............ 49
15. Commitments and Contingencies……………………………..………….…………........... 53
16. Fair Value Measurements…………………………………………..…….…………........... 55
17. Segment Information ............................................................................................................. 56
18. Acquisitions…………………………………………………………………………........... 64
19. Subsequent Events………………………………………………………..…………........... 68
3
Review report of independent registered public accounting firm
To the Board of Directors and Shareholders of
Petróleo Brasileiro S.A. - Petrobras
We have reviewed the accompanying condensed consolidated balance sheet of Petróleo
Brasileiro S.A. - Petrobras and subsidiaries as of September 30, 2009, and the related condenseconsolidated statements of operations, cash flows and changes in shareholders’ equity for thenine-month periods ended September 30, 2009 and 2008. These condensed consolidated#p#分頁(yè)標(biāo)題#e#
financial statements are the responsibility of the Company’s management.
We conducted our review in accordance with the standards of the Public Company AccountingOversight Board (United States). A review of interim financial information consists principally ofapplying analytical procedures and making inquiries of persons responsible for financial andaccounting matters. It is substantially less in scope than an audit conducted in accordance withthe standards of the Public Company Accounting Oversight Board (United States), the objectiveof which is the expression of an opinion regarding the consolidated financial statements taken asa whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modification that should be made to thecondensed consolidated financial statements referred to above for them to be in conformity withaccounting principles generally accepted in the United States.
/s/ KPMG Auditores Independentes
KPMG Auditores Independentes
Rio de Janeiro, Brazil
November 27, 2009
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
September 30, 2009 and December 31, 2008
Expressed in Millions of United States Dollars
4
September 30,
2009
December 31,
2008
Assets (unaudited) (Note 1)
Current assets
Cash and cash equivalents (Note 5) 16,595 6,499
Marketable securities (Note 6) 100 124
Accounts receivable, net 7,950 6,613
Inventories (Note 7) 10,487 7,990
Deferred income taxes (Note 4) 1,015 500
Recoverable taxes (Note 8) 3,186 3,281
Advances to suppliers 1,087 626
Other current assets 1,662 1,125
42,082 26,758
Property, plant and equipment, net 126,117 84,719
Investments in non-consolidated companies and other investments 4,497 3,198
Non-current assets
Accounts receivable, net 2,251 923
Advances to suppliers 3,290 2,471
Petroleum and alcohol account - receivable
from Federal Government (Note 9) 459 346
Marketable securities (Note 6) 2,604 1,738
Restricted deposits for legal proceedings and guarantees (Note 15
(a)) 1,048 798
Recoverable taxes (Note 8) 4,753 3,095
Goodwill 176 118
Prepaid expenses 539 513
Other assets 1,221 1,018
16,341 11,020
Total assets 189,037 125,695
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
September 30, 2009 and December 31, 2008
Expressed in Millions of United States Dollars (except number of shares)
5
September 30,
2009
December 31,
2008
Liabilities and shareholders’ equity (unaudited) (Note 1)
Current liabilities
Trade accounts payable 8,634 7,763
Current debt (Note 10) 5,629 5,888#p#分頁(yè)標(biāo)題#e#
Current portion of capital lease obligations (Note 12) 236 251
Income taxes payable 1,179 705
Taxes payable, other than income taxes 3,848 2,900
Payroll and related charges 2,375 1,398
Dividends and interest on capital payable (Note 14) 2,346 3,652
Employees’ postretirement benefits obligation – Pension and Health Care (Note 13 (a)) 660 492
Contingencies (Note 15 (a)) 1,182 23
Other payables and accruals 2,589 1,684
28,678 24,756
Long-term liabilities
Long-term debt (Note 10) 44,101 20,640
Capital lease obligations (Note 12) 200 344
Employees’ postretirement benefits obligation – Pension and Health Care (Note 13 (a)) 8,107 5,787
Deferred income taxes (Note 4) 10,286 7,080
Provision for abandonment 3,762 2,825
Contingencies (Note 15 (a)) 445 356
Other liabilities 1,188 1,339
68,089 38,371
Shareholders’ equity
Shares authorized and issued (Note 14)
Preferred share - 2009 and 2008 - 3,700,729,396 shares 15,106 15,106
Common share - 2009 and 2008 - 5,073,347,344 shares 21,088 21,088
Additional paid in capital (289) -
Capital reserve - fiscal incentive 290 221
Retained earnings
Appropriated 35,929 15,597
Unappropriated 13,178 25,889
Accumulated other comprehensive income
Cumulative translation adjustments 4,501 (15,846)
Postretirement benefit reserves adjustments net of tax (US$26 and US$19 for
September 30, 2009 and December 31, 2008, respectively) - Pension cost and
Health Care (Note 13 (a)) 52 37
Unrealized losses on available-for-sale securities, net of tax 47 (144)
Unrecognized loss on cash flow hedge, net of tax (21) (39)
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (Continued)
September 30, 2009 and December 31, 2008
Expressed in Millions of United States Dollars (except number of shares)
6
September 30,
2009
December 31,
2008
Petrobras’ Shareholders’ Equity 89,881 61,909
Noncontrolling interest 2,389 659
Total Equity 92,270 62,568
Total liabilities and shareholders’ equity 189,037 125,695
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(except number of shares and earnings per share)
(Unaudited)
7
Nine-month periods
ended September 30,
2009 2008
Sales of products and services 82,388 118,490
Less:
Value-added and other taxes on sales and services (14,702) (19,882)
Contribution of intervention in the economic domain charge - CIDE (2,017) (2,688)
Net operating revenues 65,669 95,920
Cost of sales (35,301) (58,090)#p#分頁(yè)標(biāo)題#e#
Depreciation, depletion and amortization (4,904) (4,643)
Exploration, including exploratory dry holes (1,194) (1,206)
Selling, general and administrative expenses (5,035) (5,663)
Research and development expenses (545) (756)
Employee benefit expense for non-active participants (519) (644)
Other operating expenses (2,074) (1,942)
Total costs and expenses (49,572) (72,944)
Operating income 16,097 22,976
Equity in results of non-consolidated companies 372 296
Financial income (Note 11) 1,321 1,133
Financial expenses (Note 11) (1,011) (624)
Monetary and exchange variation (Note 11) (276) 836
Other taxes (209) (271)
Other expenses, net (Note 18 (d)) (36) 8
161 1,378
Income before income taxes 16,258 24,354
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (Continued)
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(except number of shares and earnings per share)
(Unaudited)
8
Nine-month periods ended
September 30,
2009 2008
Income taxes expense (Note 4)
Current (4,042) (7,472)
Deferred (322) (131)
(4,364) (7,603)
Net income for the period 11,894 16,751
Less: Net income attributable to the noncontrolling interest (1,533) (38)
Net income attributable to Petrobras 10,361 16,713
Net income applicable to each Petrobras class of shares
Common 5,991 9,664
Preferred 4,370 7,049
10,361 16,713
Basic and diluted earnings per: (Note 14)
Common and Preferred share 1.18 1.90
Common and Preferred ADS 2.36 3.80
Weighted average number of shares outstanding
Common 5,073,347,344 5,073,347,344
Preferred 3,700,729,396 3,700,729,396
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(Unaudited)
9
Nine-month periods ended
September 30,
2009 2008
Cash flows from operating activities
Net income for the period 11,895 16,752
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, depletion and amortization 4,904 4,643
Dry hole costs 495 667
Equity in the results of non-consolidated companies (372) (296)
Foreign exchange (gain)/loss (1,726) 2,506
Deferred income taxes 322 130
Other 344 229
Working capital adjustments
Decrease (increase) in accounts receivable, net (81) (2,946)
Decrease (increase) in inventories (210) (4,497)
Increase (decrease) in trade accounts payable (756) 2,099
Increase (decrease) in taxes payable 251 2,160#p#分頁(yè)標(biāo)題#e#
Decrease (increase) in advances to suppliers (362) (818)
Decrease (increase) in recoverable taxes 363 (700)
Increase (decrease) in other working capital adjustments 2,938 (264)
Net cash provided by operating activities 18,005 19,665
Cash flows from investing activities
Additions to property, plant and equipment (24,349) (20,057)
Marketable securities and other investments activities (1,173) 726
Net cash used in investing activities (25,522) (19,331)
Cash flows from financing activities
Short-term debt, net issuances and repayments (738) (18)
Proceeds from issuance and draw-down of long-term debt 22,304 3,238
Principal payments of long-term debt (3,783) (2,021)
Proceeds from project financings 1,739 3,511
Payments of project financings (343) (2,015)
Payments of capital lease obligations (188) (214)
Dividends and interest on shareholders’ equity paid to shareholders (4,367) (3,926)
Net cash provide by (used in) financing activities 14,624 (1,445)
Increase (decrease) in cash and cash equivalents 7,107 (1,111)
Effect of exchange rate changes on cash and cash equivalents 2,989 (594)
Cash and cash equivalents at beginning of period 6,499 6,987
Cash and cash equivalents at end of period 16,595 5,282
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(Unaudited)
10
Nine-month periods ended
September 30,
2009 2008
Supplemental cash flow information:
Cash paid during the period for
Interest, net of amount capitalized 641 645
Income taxes 3,884 3,125
4,525 3,770
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(Unaudited)
11
Nine-month periods
ended September 30,
2009 2008
Preferred shares
Balance at January 1, 15,106 8,620
Capital increase from capital reserve - fiscal incentive - 251
Capital increase from undistributed earnings reserve - 6,235
Balance at September 30, 15,106 15,106
Common shares
Balance at January 1, 21,088 12,196
Capital increase from capital reserve - fiscal incentive - 345
Capital increase from undistributed earnings reserve - 8,547
Balance at September 30, 21,088 21,088
Additional paid in capital
Balance at January 1, - -
Change in the period (289) -
Balance at September 30, (289) -
Capital reserve - fiscal incentive
Balance at January 1, 221 877#p#分頁(yè)標(biāo)題#e#
Capital increase - (596)
Transfer from (to) unappropriated retained earnings 69 (12)
Balance at September 30, 290 269
Cumulative translation adjustments
Balance at January 1, (15,846) 4,155
Change in the period 20,347 (6,654)
Balance at September 30, 4,501 (2,499)
Postretirement benefit reserves adjustments, net of tax - Pension Cost and Health Care
Balance at January 1, 37 (2,472)
Change in the period 22 277
Tax effect on above (7) (94)
Balance at September 30, 52 (2,289)
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Continued)
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(Unaudited)
12
Nine-month periods ended
September 30,
2009 2008
Unrecognized gains on available-for-sale securities, net of tax
Balance at January 1, (144) 331
Unrealized gains (losses) 288 (482)
Tax effect on above (97) 164
Balance at September 30, 47 13
Unrecognized loss on cash flow hedge, net of tax
Balance at January 1, (39) (9)
Change in the period 18 (3)
Balance at September 30, 21 (12)
Appropriated retained earnings
Legal reserve
Balance at January 1, 3,257 4,297
Change in the period 2,049 (321)
Balance at September 30, 5,306 3,976
Undistributed earnings reserve
Balance at January 1, 12,123 30,280
Capital increase - (14,782)
Other change in the period 17,993 (698)
Balance at September 30, 30,116 14,800
Statutory reserve
Balance at January 1, 217 286
Change in the period 290 (21)
Balance at September 30, 507 265
Total appropriated retained earnings 35,929 19,041
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Continued)
September 30, 2009 and 2008
Expressed in Millions of United States Dollars
(Unaudited)
13
Nine-month periods
ended September 30,
2009 2008
Unappropriated retained earnings
Balance at January 1, 25,889 6,618
Net income attributable to Petrobras 10,361 16,713
Dividends and interest on shareholders’ equity (2,671) (501)
Appropriation (to) fiscal incentive reserves (69) -
Appropriation (to) reserves (20,332) 1,052
Balance at September 30, 13,178 23,882
Petrobras’ shareholders' equity 89,881 74,599
Noncontrolling interest
Balance at January 1, 659 2,332
Net income for the period 1,533 39
Dividends and interest on shareholders’ equity paid (73) (352)
Other changes in the period 270 (212)
Balance at September 30, 2,389 1,807#p#分頁(yè)標(biāo)題#e#
Total equity 92,270 76,406
Comprehensive income is comprised as follows:
Net income for the period 11,894 16,751
Cumulative translation adjustments 20,347 (6,654)
Postretirement benefit reserves adjustments, net of tax - pension and health care cost 15 183
Unrealized gain (loss) on available-for-sale securities 191 (318)
Unrecognized gain (loss) on cash flow hedge 18 (3)
Comprehensive income 32,465 9,959
Less: Net comprehensive income atributable to noncontrolling interest (1,803) 173
Comprehensive income attributable to Petrobras 30,662 10,132
See the accompanying notes to the consolidated financial statements.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
14
1. Basis of Financial Statements Preparation
The accompanying unaudited consolidated financial statements of Petróleo Brasileiro S.A. -
Petrobras (the Company) have been prepared in accordance with U.S. generally acceptedaccounting principles (U.S. GAAP) and the rules and regulations of the Securities and Exchange
Commission (SEC) for interim financial statements. Accordingly they do not include all of theinformation and footnotes required by generally accepted accounting principles for completefinancial statements. These unaudited consolidated financial statements and the accompanyingnotes should be read in conjunction with the audited consolidated financial statements for the yearended December 31, 2008 and the notes thereto.
The balance sheet at December 31, 2008 has been derived from the audited consolidated financialstatements at that date but does not include all of the information and footnotes required bygenerally accepted accounting principles for complete financial statements.
The consolidated financial statements as of September 30, 2009 and for the nine-month periodsended September 30, 2009 and 2008, included in this report, are unaudited. However, inmanagement's opinion, such consolidated financial statements reflect all normal recurringadjustments that are necessary for a fair presentation. The results for the interim periods are notnecessarily indicative of trends or of results expected for the full year ending December 31, 2009.
The preparation of these financial statements requires the use of estimates and assumptions thatreflect the assets, liabilities, revenues and expenses reported in the financial statements, as well asamounts included in the notes thereto. Management reviews its estimates periodically, includingthose related to oil and gas reserves, pension and health care liabilities, depreciation, depletion andamortization, abandonment costs, contingencies and income taxes. While the Company uses itsbest estimates and judgements, actual results could differ from those estimates as furtherconfirming events occur.#p#分頁(yè)標(biāo)題#e#
Certain prior years amounts have been reclassified to conform to current year presentationstandards. These reclassifications are not significant to the consolidated financial statements andhad no impact on the Company’s net income.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
15
1. Basis of Financial Statements Preparation (Continued)
Events subsequent to September 30, 2009, were evaluated until the time of the Form 6-K filingwith the Securities and Exchange Commission on November 27, 2009. Refer to Note 2 (e) fordiscussion of Codification Topic 855, Subsequent Events.Pursuant to Rule 436 (c) under the Securities Act of 1933 (the “Act”), this is not a “report” andshould not be considered a part of any registration statement prepared or certified within themeanings of Sections 7 and 11 of the Act and therefore, the independent accountant’s liabilityunder section 11 does not extend to the information included herein.
2. Recently Adopted Accounting Standards
a) Codification
The Financial Accounting Standards Board (FASB) issued Accounting Standards Update(ASU) No. 2009-01 in June 2009. This Update, also issued as FASB Statement of Financial
Accounting Standards (SFAS) No. 168, “The FASB Accounting Standards Codification andthe Hierarchy of Generally Accepted Accounting Principles” is effective for financialstatements issued after September 15, 2009. Update 2009-01 requires that the FASB’s
Accounting Standards Codification (ASC) become the sole source of authoritative U.S.generally accepted accounting principles recognized by the FASB for nongovernmentalentities. The Codification ismeant to simplify user access to all authoritative GAAP byreorganizing GAAP pronouncements into roughly 90 accounting topics within a consistentstructure. All previous level (a)-(d) US GAAP standardsissued by a standard setter aresuperseded. Level (a)-(d) US GAAP refers to the previous accounting hierarchy. All otheraccounting literature not included in the Codification is nonauthoritative.
Following this Statement, the Board will not issue new standards in the form of Statements,
FASB Staff Positions, or Emerging Issues Task Force Abstracts. Instead, it will issue
Accounting Standards Updates. The Board will not consider Accounting Standards Updates asauthoritative in their own right. Accounting Standards Updates will serve only to update the
Codification. Petrobras adopted this Update effective July 1, 2009.
b) Fair Value measurements
Effective January 1, 2009, the Company implemented SFAS No 157, “Fair Value
Measurements” for nonfinancial assets and nonfinancial liabilities measured at fair value,except those that are recognized or disclosed on a recurring basis (at least annually). ThisStatement was codified into Topic ASC 820 “Fair Value Measurement and Disclosures”.#p#分頁(yè)標(biāo)題#e#
There was no impact to the Company’s consolidated financial statements from theimplementation of this Topic for nonfinancial assets and liabilities, other than additionaldisclosures.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars(except when specifically indicated)(unaudited)
16
2. Recently Adopted Accounting Standards (Continued)
c) Business Combinations
In December 2007, the FASB issued SFAS 141-R, which was subsequently amended by
FASB Staff Position (FSP) FAS 141 (R)-1 in April 2009. SFAS 141-R apllies prospectively toall business combinations ocurring on or after January, 2009. This Statement was codified into
FASB ASC Topic 805, “Business combinations”. This statement requires the acquiring entityin a business combination to recognize the assets acquired, the liabilities assumed, and anynoncontrolling interest in the acquiree at the acquisition date to be measured at their respectivefair values. Topic 805 changes the accounting treatment for the following items: acquisitionrelatedcosts and restructuring costs to be generally expensed when incurred; in-processresearch and development to be recorded at fair value as an indefinite-lived intangible asset atthe acquisition date; changes in deferred tax asset valuation allowances and income taxuncertainties after the acquisition to be generally recognized in income tax expense. Topic 805also includes a substantial number of new disclosures requirements.
d) Noncontrolling Interests in Consolidated Financial StatementsIn December 2007, the FASB issued SFAS 160, which establishes new accounting and
reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation
of a subsidiary. This Statement was codified into Topic 810, “Consolidation”. Topic 810 wasimplemented on January 1, 2009. As a result of the implementation, the Company reclassifiedon September 30, 2009, noncontrolling interest (minority interest) of US$2,389 as equity inthe consolidated financial statements, and net income of US$1,533 attributable to thenoncontrolling interest was included in consolidated net income on the face of the incomestatement.
e) Subsequent Events
Effective April 1, 2009, the Company adopted SFAS 165, “Subsequent Events.” This
Statement was codified into FASB ASC Topic 855, “Subsequent Events”. Topic 855establishes general standards of accounting for and disclosure of events that occur after thebalance sheet date but before financial statements are issued or are available to be issued.
Topic 855 did not change significantly the current practice previously provided in auditingliterature, except for introducing the concept of financial statements being available to beissued. It requires the disclosure of the date through which an entity has evaluated subsequentevents and the basis for that date, that is, whether that date represents the date the financialstatements were issued or were available to be issued. This Statement is not expected to resultin any significant changes in the subsequent events reported by the Company. Refer to Note 1for the Topic 855 related disclosure for the quarter ended September 30, 2009.#p#分頁(yè)標(biāo)題#e#
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars(except when specifically indicated)
(unaudited)
17
3. Derivative Instruments, Hedging and Risk Management Activities
The Company is exposed to a number of market risks arising from its normal course of business.
http://elviscollections.com/dissertation_writing/Accounting/Such market risks principally involve the possibility that changes in interest rates, foreigncurrency exchange rates or commodity prices will adversely affect the value of the Company’sfinancial assets and liabilities or future cash flows and earnings.
The Company maintains a corporate risk management policy that is executed under the directionof the Company’s executive officers. In 2004, the Executive Committee of Petrobras set up the
Risk Management Committee composed of executive managers from all the business departmentsand from a number of corporate departments. This committee, as well as having the objective ofassuring integrated management of exposures to risks and formalizing the main guidelines for the
Company’s operation, aims at concentrating information and discussing actions for riskmanagement, facilitating communication with the executive offices and the board of directors inaspects related to best corporate governance practices.
The risk management policy of the Petrobras System aims at contributing towards an appropriatebalance between its objectives for growth and return and its level of risk exposure, whetherinherent to the exercise of its activities or arising from the context within which it operates,sothat, through effective allocation of its physical, financial and human resources the Company mayattain its strategic goals.
The Company may use derivative and non-derivative instruments to implement its corporate riskmanagement strategy. However, by using derivative instruments, the Company exposes itself tocredit and market risk. Credit risk is the failure of a counterparty to perform under the terms of thederivative contract. Market risk is the possible adverse effect on the value of an asset or liability,including financial instruments that results from changes in interest rates, currency exchange rates,or commodity prices. The Company addresses credit risk by restricting the counterparties to suchderivative financial instruments to major financial institutions. Market risk is managed by theCompany’s executive officers. The Company does not hold or issue financial instruments fortrading purposes.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
18
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)#p#分頁(yè)標(biāo)題#e#
a) Commodity price risk management
The Company is exposed to commodity price risks as a result of the fluctuation of crude oiland oil product prices. The Company’s commodity risk management activities are primarilyundertaking through the uses of future contracts traded on stock exchanges; and options andswaps entered into with major financial institutions. The Company does not use derivativescontracts for speculative purposes.
The Company does not usually use derivatives to manage overall commodity price riskexposure, taking into consideration that the Company’s business plan uses conservative priceassumptions associated to the fact that, under normal market conditions, price fluctuations of
commodities do not represent a substantial risk to achieving strategic objectives.The decision to enter into hedging or non-hedging derivatives is reviewed periodically andrecommended, or not, to the Risk Management Committee. If entering into derivative isindicated, in scenarios with a significant probability of adverse events, and such decision isapproved by the Board of Directors, the derivative transactions should be carried out with theaim of protecting the Company’s solvency, liquidity and execution of the corporate investmentplan, considering an integrated analysis of all the Company’s risk exposures.
Outstanding derivatives contracts were entered into in order to mitigate price risk exposuresfrom specific transactions, in which positive or negative results in the derivative transactionsare totally or partially offset by the opposite result in the physical positions. The transactionscovered by commodity derivatives are: certain cargoes traded from import and exportoperations and transactions between different geographical markets.
As a result of the Company currently price risk management, the derivatives are contracted asshort term operations, to mitigate the price risk of specific forecasted transactions. Theoperations are carried out on the New York Mercantile Exchange (NYMEX) and the
Intercontinental Exchange (ICE), as well as on the international over-the-counter market.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
19
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
(a) Commodity price risk management (Continued)
The Company’s exposure from these contracts is limited to the difference between the contractvalue and market value on the volumes contracted. Crude oil future contracts are marked-tomarketand related gains and losses are recognized in currently period earnings, irrespective of
when the physical crude sales occur.
The main parameters used in risk management for variations of Petrobras’ oil and oil productprices are the cash flow at risk (CFAR) for medium-term assessments, Value at Risk (VAR)for short-term assessments, and Stop Loss. Corporate limits are defined for VAR and Stop#p#分頁(yè)標(biāo)題#e#
Loss.
The hedges settled during the period from January to September 2009 corresponded toapproximately 14.8% of the traded volume of imports and exports to and from Brazil plus thetotal volume of the products traded abroad.
The main counterparts of operations for derivatives for oil and oil products are the New YorkStock Exchange (NYMEX), Intercontinental Exhange (ICE), BP North America Chicago,
Morgan Stanley and Shell (STASCO).
The commodity derivatives contracts are reflected at fair value as either assets or liabilities onthe Company’s consolidated balance sheets recognizing gain or losses in earnings, usingmarket to market accounting, in the period of change.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
20
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
(a) Commodity price risk management (Continued)
As of September 30, 2009, the Company had the following outstanding commodity derivative
contracts that were entered into:
Commodity Contracts Notional amount in thousands of bbl* as of
Maturity 2009 September 30, 2009
Futures and Forwards contracts 8,307
Options contracts 10,475
* A negative notional value represents a sale position.
At September 30, 2009, the portfolio for commercial operations carried out abroad, as well asthe derivatives for their protection through derivatives for oil and oil products, presented amaximum estimated loss per day (VAR - Value at Risk), calculated at a reliability level of95%, of approximately US$12.
(b) Foreign currency risk management
Exchange risk is one of the financial risks that the Company is exposed to and it originatesfrom changes in the levels or volatility of the exchange rate. With respect to the managementof these risks, the Company seeks to identify and handle them in an integrated manner,seeking to assure efficient allocation of the resources earmarked for the derivative.
Taking advantage of operating in an integrated manner in the energy segment, the Companyseeks, primarily, to identify or create “natural risk mitigation”, benefiting from the correlation
between its income and expenses. In the specific case of exchange variation inherent to thecontracts with the cost and remuneration involved in different currencies, this natural riskmitigation is carried out through allocating the cash investments between the real and the USdollar or another currency.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
巴西國(guó)家石油公司和子公司合并財(cái)務(wù)報(bào)表#p#分頁(yè)標(biāo)題#e#與獨(dú)立的審計(jì)報(bào)告有留學(xué)生dissertation網(wǎng)提供，留學(xué)生dissertation網(wǎng)專業(yè)提供會(huì)計(jì)學(xué)財(cái)務(wù)報(bào)告，審計(jì)報(bào)告寫作服務(wù)。3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
b) Foreign currency risk management (Continued)
The management of risks is done for the net exposure. Periodical analyses of the exchangerisk are prepared, assisting the decisions of the executive committee. The exchange riskmanagement strategy involves the use of derivative instruments to minimize the exchangeexposure of certain Company’s obligations.
The Company entered into an over the counter contract, not designated as hedge accounting,for covering the trading margins inherent to exports (aviation segment) for foreign clients. Theobjective of the operation, contracted contemporaneously with the definition of the cost of theproducts exported, is to lock the trading margins agreed with the foreign clients. Internalpolicy limits the volume of derivative contracts to the volume of products exported.
In the period in question operations were contracted in the amount of US217. The volume ofhedge executed for the exports occurring between January and September 2009 represented67.2% of the total exported by the Company. The settlements of the operations that matured
between January 1 and September 30, 2009 generated a positive result for the Company of
US$15.
The over the counter contract is reflected at fair value as either assets or liabilities on the
Company’s consolidated balance sheets recognizing gain or losses in earnings, using market to
market accounting, in the period of change.
As of September 30, 2009, the Company had the following foreign currency derivativecontracts, not designated as hedging accounting, that were entered into:
Foreign Currency Notional AmounMaturing in 2009 US$ million
Sell USD / Pay BRL 110
At September 30, 2009, the forward derivative contract presented a maximum estimated loss
per day (VAR - Value at Risk), calculated at a reliability level of 95%, of approximately
US$1.
At September 30, 2009, REFAP did not have any outstanding swap transactions.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
22
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
(b) Foreign currency risk management (Continued)
Cash flow hedge
In September 2006, the Company contracted a hedge known as a cross currency swap forcoverage of the bonds issued in Yens in order to fix the Company’s costs in this operation indollars. In a cross currency swap there is an exchange of interest rates in different currencies.#p#分頁(yè)標(biāo)題#e#
The exchange rate of the Yen for the US dollar is fixed at the beginning of the transaction andremains fixed during its existence. The Company does not intend to settle these contractsbefore the end of the term.
The Company has elected to designate its cross currency swap as cash flow hedges. Both atthe inception of a hedge and on an ongoing basis, acashflow hedge must be expected to be
highly effective in achieving offsetting cash flows attributable to the hedged risk during theterm of the hedge. Derivative instruments designated as cash flow hedges are reflected aseither assets or liabilities on the Company’s consolidated balance sheets. Change in fair value,to the extent the hedge is effective, is reported in accumulated other comprehensive incomeuntil the cash flows of the hedged item occurs.
Effectiveness tests are conducted quarterly in order to measure how the changes in the fairvalue or the cash flow of the hedged items are being absorbed by the hedge mechanisms. Theeffectiveness calculation indicated that the cross currency swap is highly effective in offsettingthe variation in the cash flows of the bonds issued in Yens.PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars(except when specifically indicated)
(unaudited)
23
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
b) Foreign currency risk management (Continued)
Cash flow hedge (Continued)
As of September 30, 2009, the Company had the following cross currency swap, which wasentered into:
Cross Currency Swaps
Maturing in 2016 % Notional Amount (Million)
Fixed to fixed
Average Pay Rate (USD) 5.69 US$298
Average Receive Rate (JPY) 2.15 JPY$35,000
At September 30, 2009, the cross currency swap presented a maximum estimated loss per day
(VAR - Value at Risk), calculated at a reliability level of 95%, of approximately US$35.
(c) Interest rate risk management
The Company’s interest rate risk is a function of the Company’s long-term debt and to a lesser
extent, its short-term debt. The Company’s foreign currency floating rate debt is principally
subject to fluctuations in LIBOR and the Company’s floating rate debt denominated in Reais
is principally subject to fluctuations in the Brazilian long-term interest rate (TJLP) as fixed by
the National Monetary Counsel. The Company currently does not utilize derivative financial
instruments to manage its exposure to fluctuations in interest rates.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
24
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)#p#分頁(yè)標(biāo)題#e#
(d) Tabular presentation of the location and amounts of derivative fair values
The effect of derivative instruments on the statement of financial position for the nine-month
period ended September 30, 2009.
In millions of dollars Asset Derivatives Liability Derivatives
As of September 30, 2009 2009
Balance Sheet
Location Fair Value
Balance Sheet
Location Fair Value
Derivatives designated as hedging
instruments under Codification
Topic 815
Foreign exchange contracts
Other current
assets 70 -
Total 70 -
Derivatives not designated as hedging
instruments under Codification
Topic 815
Foreign exchange contracts
Other current
assets 4
Other payables and
accruals -
Commodity contracts
Other current
assets 39
Other payables and
accruals 34
Total 43 34
Total Derivatives 113 34
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
25
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
(d) Tabular presentation of the location and amounts of derivative fair values (Continued)
The effect of derivative instruments on the statement of financial position for the year ended
December 31, 2008.
In millions of dollars Asset Derivatives Liability Derivatives
As of December 31, 2008 2008
Balance Sheet
Location
Fair
Value Balance Sheet Location Fair Value
Derivatives designated as
hedging instruments under
Codification Topic 815
Foreign exchange contracts Other current assets 47 -
Total 47 -
Derivatives not designated as
hedging instruments under
Codification Topic 815
Foreign exchange contracts Other current assets - Other payables and accruals 2
Commodity contracts Other current assets 69 Other payables and accruals 7
Total 69 9
Total Derivatives 116 9
The effect of derivative instruments on the statement of financial position for the nine-month
period ended September 30, 2009.
Amount of Gain or
(Loss) Recognized
in OCI on
Derivative
(Effective Portion)
Amount of Gain or
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
Amount of Gain or (Loss)
Recognized in income on
derivative (Inefective
Portion and Amount
Excluded from
Effectiveness Testing)
Derivatives in
Codification
Topic 815 Cash
Flow Hedging
Relationship September 30, 2009
Location of Gain or
(Loss) reclassified
from Accumulated
OCI into Income
(Effective portion) September 30, 2009 September 30, 2009#p#分頁(yè)標(biāo)題#e#
Foreign
exchange
contracts 15 Financial Expenses 3 -
15 3 -
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
26
3. Derivative Instruments, Hedging and Risk Management Activities (Continued)
(d) Tabular presentation of the location and amounts of derivative fair values (Continued)
The effect of derivative instruments on the statement of financial position for the nine-month
period ended September 30, 2008.
Amount of Gain or
(Loss) Recognized
in OCI on Derivative
(Effective Portion)
Amount of Gain or
(Loss) Reclassified
from Accumulated
OCI into Income
(Effective Portion)
Amount of Gain or
(Loss) Recognized in
income on derivative
(Inefective Portion and
Amount Excluded from
Effectiveness Testing)
Derivatives in
Codification
Topic 815 -
Cash Flow
Hedging
Relationship September 30, 2008
Location of Gain or
(Loss) reclassified
from Accumulated
OCI into Income
(Effective portion) September 30, 2008 September 30, 2008
Foreign
exchange
contracts 6 Financial Expenses (9) -
6 (9) -
Amount of Gain or
(Loss) Recognized in
Income on Derivative
Derivatives Not Designated
as Hedging Instruments
under Codification Topic 815
Location of Gain or (Loss)
Recognized in Income on Derivative September 30, 2009
Foreign Exchange Contracts Financial income/expenses net (33)
Commodity contracts Financial income/expenses net (103)
Total (136)
Amount of Gain or
(Loss) Recognized in
Income on Derivative
Derivatives Not Designated as
Hedging Instruments under
Codification Topic 815
Location of Gain or (Loss) Recognized in
Income on Derivative September 30, 2008
Foreign Exchange Contracts Financial income/expenses net 14
Commodity contracts Financial income/expenses net 66
Total 80
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
27
4. Income Taxes
Income taxes in Brazil comprise federal income tax and social contribution, which is an additional
federal income tax. The statutory enacted tax rates for income tax and social contribution have
been 25% and 9%, respectively, for the nine-month periods ended September 30, 2009 and 2008.
The Company’s taxable income is substantially generated in Brazil and is therefore subject to the
Brazilian statutory tax rate.
The following table reconciles the tax calculated based upon the Brazilian statutory tax rate of#p#分頁(yè)標(biāo)題#e#
34% to the income tax expense recorded in these consolidated statements of income.
Nine-month periods
ended September 30,
2009 2008
Income before income taxes and noncontrolling interest
Brazil 15,109 24,020
International 1,149 334
16,258 24,354
Tax expense at statutory rates - (34%) (5,528) (8,280)
Adjustments to derive effective tax rate:
Non-deductible post-retirement and health-benefits (126) (198)
Tax benefits on interests on shareholders’ equity 802 -
Foreign income subject to different tax rates 439 209
Tax incentive (1) 115 455
Other (66) 211
Income tax expense per consolidated statement of income (4,364) (7,603)
(1) On May 10, 2007, the Brazilian Federal Revenue Office recognized Petrobras' right to deduct
certain tax incentives from income tax payable, covering the tax years of 2006 until 2015.
During the nine-month period ended September 30, 2009, Petrobras recognized a tax benefit
in the amount of US$115 (US$455 on September 30, 2008) primarily related to these
incentives in the Northeast, within the region covered by the Northeast Development Agency
(ADENE), granting a 75% reduction in income tax payable, calculated on the profits of the
exploration of the incentive activities and these have been accounted for under the flow
through method.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
28
4. Income Taxes (Continued)
The following table shows a breakdown between domestic and international income tax benefit
(expense) attributable to income from continuing operations:
Nine-month periods
ended September 30,
2009 2008
Income tax expense per consolidated statement of income:
Brazil
Current (3,676) (7,180)
Deferred (385) (197)
(4,061) (7,377)
International
Current (366) (292)
Deferred 63 66
(303) (226)
(4,364) (7,603)
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
29
4. Income Taxes (Continued)
The major components of the deferred income tax accounts in the consolidated balance sheet are
as follows:
September 30,
2009
December 31,
2008
Current assets 1,015 505
Valuation allowance - (5)
Current liabilities (4) (8)
Net current deferred tax assets 1,011 492
Non-current assets
Employees’ postretirement benefits, net of Accumulated
postretirement benefit reserves adjustments 134 116
Tax loss carryforwards 1,457 1,944#p#分頁(yè)標(biāo)題#e#
Other temporary differences, not significant individually 814 742
Valuation allowance (1,720) (1,609)
685 1,193
Non-current liabilities
Capitalized exploration and development costs (8,796) (5,251)
Property, plant and equipment (1,785) (1,197)
Exchange variation 416 (1,226)
Other temporary differences, not significant individually (621) (476)
(10,786) (8,150)
Net non-current deferred tax liabilities (10,101) (6,957)
Non-current deferred tax assets 185 123
Non-current deferred tax liabilities (10,286) (7,080)
Net deferred tax liabilities (9,090) (6,465)
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
30
4. Income Taxes (Continued)
The Company and its subsidiaries file income tax returns in Brazil and in many foreign
jurisdictions. These tax returns are open to examination by the respective tax authorities in
accordance with each local legislation.
As of and for the nine-month period ended September 30, 2009, the Company did not have any
material unrecognized tax benefits. Additionally, the Company does not expect that the amount of
the unrecognized tax benefits will change significantly within the next twelve months.
5. Cash and Cash Equivalents
September 30,
2009
December 31,
2008
Cash 1,366 1,075
Investments - Brazilian Reais (1) 11,883 2,813
Investments - U.S. dollars (2) 3,346 2,611
16,595 6,499
(1) Comprised primarily federal public bonds with immediate liquidity and the securities are
tied to the American dollar quotation or to the remuneration of the Interbank Deposits - DI.
(2) Comprised primarily by Time Deposit and securities with fixed income.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
31
6. Marketable Securities
September 30,
2009
December 31,
2008
Marketable securities classification:
Available-for-sale 2,577 1,608
Trading - 57
Held-to-maturity 127 197
2,704 1,862
Less: Current portion of marketable
securities (100) (124)
Long-term portion of marketable securities 2,604 1,738
Available-for-sale securities are presented as “Non-current assets”, as they are not expected to be
sold or liquidated within the next twelve months. As of September 30, 2009, Petrobras had a
balance of US$2,060 linked to B Series National Treasury Notes, which are accounted for as
available-for-sale securities in accordance with Codification Topic 320. On October 23, 2008, the#p#分頁(yè)標(biāo)題#e#
B Series National Treasury Notes were used as a guarantee after the confirmation of the
agreements into with Petros, Petrobras’ pension plan (see Note 13 (b)). The nominal value of the
NTN-Bs is restated based on variations in the Amplified Consumer Price Index (IPCA). The
maturities of these notes are 2024 and 2035 and they bear interest coupon of 6% p.a., which is
paid semi-annually. At September 30, 2009, the balances of the National Treasury Notes - Series
B (NTN-B) are updated in accordance with their market value, based on the average prices
disclosed by the National Association of Open Market Institutions (ANDIMA).
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
32
7. Inventories
September 30,
2009
December 31,
2008
Products
Oil products 3,303 2,770
Fuel alcohol 386 256
3,689 3,026
Raw materials, mainly crude oil 4,780 3,301
Materials and supplies 1,978 1,578
Other 76 134
10,523 8,039
Current inventories 10,487 7,990
Long-term inventories 36 49
Inventories are stated at the lower of cost or market. Due to the recently declines in the oil
international market prices, the Company recognized a loss of US$252 for the nine-month
period ended September 30, 2009, which was classified as other operating expenses in the
consolidated statement of income. The Company adopted the realizable value for inventory
impairment purposes.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
33
8. Recoverable Taxes
Recoverable taxes consisted of the following:
September 30,
2009
December 31,
2008
Local:
Domestic value-added tax (ICMS) (1) 2,658 1,924
PASEP/COFINS (2) 4,081 2,622
Income tax and social contribution 800 1,176
Foreign value-added tax (IVA) 46 113
Other recoverable taxes 354 541
7,939 6,376
Less: Long-term recoverable taxes (4,753) (3,095)
Current recoverable taxes 3,186 3,281
(1) Domestic value-added sales tax (ICMS) is composed of credits generated by commercial
operations and by the acquisition of property, plant and equipment and can be offset with
taxes of the same nature.
(2) Composed of credits arising from non-cumulative collection of PASEP and COFINS,
which can be compensated with other federal taxes payable.
The income tax and social contribution recoverable will be offset against future income tax
payable.
Petrobras plans to fully recover these taxes, and as such, no allowance has been provided.#p#分頁(yè)標(biāo)題#e#
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
34
9. Petroleum and Alcohol Account - Receivable from Federal Government
The following summarizes the changes in the Petroleum and Alcohol account for the ninemonth
period ended September 30, 2009:
Nine-month period ended
September 30, 2009
Opening balance 346
Financial income 3
Translation gain 110
Ending balance 459
In order to conclude the settlement of accounts with the Federal Goverment, pursuant to
Provisional Measure nº 2,181, of August 24, 2001, and after providing all the information
required by the National Treasury Office - STN, Petrobras is seeking to settle all the remaining
disputes between the parties.
The remaining balance of the Petroleum and Alcohol account may be paid as follows: (1)
National Treasury Bonds issued at the same amount as the final balance of the Petroleum and
Alcohol account; (2) offset of the balance of the Petroleum and Alcohol account, with any
other amount owed by Petrobras to the Federal Government, including taxes; or (3) by a
combination of the above options.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
35
10. Financings
The Company has utilized project financings to provide capital for the continued
development of the Company’s exploration and production and related projects.
The VIE's associated with the project finance projects are consolidated based on ASC Topic
810-10-25 (“Variable Interest Entities”).
a) Short-term debt
The Company's short-term borrowings are principally sourced from commercial banks
and include import and export financing denominated in United States dollars, as follows:
September 30,
2009
December 31,
2008
Imports - oil and equipment 272 479
Working capital 2,369 2,126
2,641 2,605
The weighted average annual interest rates on outstanding short-term borrowings were
4.10% and 4.72% at September 30, 2009 and December 31, 2008, respectively.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
36
10. Financings (Continued)
b) Long-term debt
• Composition
September 30,
2009
December 31,
2008
Foreign currency
Notes 7,640 5,574
Financial institutions 12,087 9,320#p#分頁(yè)標(biāo)題#e#
Sale of future receivables 351 401
Suppliers’ credits 82 81
Assets related to export program to be offset
against sales of future receivables (150) (150)
20,010 15,226
Local currency
National Economic and Social Development
Bank - BNDES (state-owned company) 18,518 3,676
Debentures:
BNDES (state-owned company) 588 542
Other Banks 1,539 1,198
Export Credit Notes 3,509 1,689
Bank Credit Certificate 2,032 1,543
Other 893 50
27,079 8,698
Total 47,089 23,924
Current portion of long-term debt and interest (2,988) (3,284)
44,101 20,640
As of September 30, 2009 and December 31, 2008, the Company had amounts
invested abroad in an exclusive investment fund that held debt securities of some of
the SPEs that the Company consolidates according to Codification Topic 810-25
(“Recognition”), in the total amount of US$695 and US$749, respectively. These
securities are considered to be extinguished, and thus the related amounts, together
with applicable interest have been removed from the presentation of financings.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
37
10. Financings (Continued)
b) Long-term debt (Continued)
• Composition of foreign currency denominated debt by currency
September 30,
2009
December 31,
2008
Currency
United States dollars 19,129 14,206
Japanese Yen 641 244
Euro 66 69
Other 174 707
20,010 15,226
• Maturities of the principal of long-term debt
The long-term portion at September 30, 2009 becomes due in the following years:
2010 3,841
2011 8,845
2012 3,419
2013 1,612
2014 2,299
2015 and thereafter 24,085
44,101
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
38
10. Financings (Continued)
b) Long-term debt (Continued)
The composition of annual interest rates on long-term debt are as follows:
September 30,
2009
December 31,
2008
Foreign currency
6% or less 12,549 11,354
Over 6% to 8% 5,621 2,447
Over 8% to 10% 1,698 1,040
Over 10% to 12% 33 140
Over 12% to 15% 109 245
20,010 15,226
Local currency
6% or less 1,200 1,827
Over 6% to 8% 14,411 642
Over 8% to 10% 5,789 1,756
Over 10% to 12% 5,679 1,437
Over 12% to 15% - 3,036
27,079 8,698
47,089 23,924
PETRÓLEO BRASILEIRO S.A. - PETROBRAS#p#分頁(yè)標(biāo)題#e#
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
39
10. Financings (Continued)
b) Long-term debt (Continued)
Structured finance of exports
Petrobras and Petrobras Finance Ltd. - PFL have certain contracts (Master Export
Contract and Prepayment Agreement) between themselves and a special purpose entity
not related to Petrobras, PF Export Receivables Master Trust (“PF Export”), relating to
the prepayment of export receivables to be generated by PFL by means of sales on the
international market of fuel oil and other products acquired from Petrobras.
As at September 30, 2009, the balance of export prepayments amounted to US$281 in
non-current liabilities (US$348 as of December 31, 2008) and US$70 in current
liabilities (US$75 as of December 31, 2008).
Approval of Financing by the Export-Import Bank of the United States
On April 29, 2009 the Export-Import Bank of the United Stated (U.S. Ex-Im Bank)
approved a line of financing for Petrobras in the amount of US$2,000.
The amount financed can be drawn in different stages during the next two years, in
accordance with the importing of goods and services, with a maximum term of payment
of 10 years for each drawdown.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
40
10. Financings (Continued)
b) Long-term debt (Continued)
Issuance of long-term debt
The main long-term funding carried out in the period from January to September 2009
is shown in the following table:
a) Abroad
Company Date
Amount
US$ million Maturity Description
PifCo Feb/2009
1,500 2019
Global notes with coupon of 7.875%, issuing
costs estimated at US$6 and a premium of
US$26.
PifCo March to
Sep/2009 5,600 Until 2012
Export prepayments at Libor plus market
spread.
PifCo Jul/2009 1,250 2019
Global notes with coupon of 7.875%, issuing
costs estimated at US$5 and a premium of
US$87. Yield for the investor 1.25% less
than the issue in February of this year
8,350
b) In Brazil
Company Date
Amount
(US$ million) Maturity Description
Petrobras March to
Sep/2009 1,574 Until 2017
Export credit notes with an interest rate of
111.5% to 114% of average rate of CDI.
Petrobras, Rnest
and TAG Jul/2009 11,995 2029
Financing obtained from the National Bank for
Economic and Social Development (BNDES)
indexed to the variation of the US dollar plus
market interest rate.
13,569#p#分頁(yè)標(biāo)題#e#
Program for Modernization and Expansion of the Fleet (PROMEF)
Transpetro has conditioned purchase and sale contracts with four Brazilian shipyards for
the construction of 33 petrol tankers in the amount of US$4,868, with funds financed by
BNDES through the Mercantile Marine Fund (FMN). These financings mature in 20
years, with a grace period of 48 months as from the first drawdown and with interest at
the long-term interest rate (TJLP) + 2.5% p.a.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
41
10. Financings (Continued)
b) Long-term debt (Continued)
Program for Modernization and Expansion of the Fleet (PROMEF) (Continued)Until September 30, 2009 the amount of US$503 had been provided for the constructionof the ships. Of this amount, Transpetro provided US$219, of which US$143 was fromits own resources and US$76 and was from BNDES financing.
Financing for Project Amazônia
In 2008, Transportadora Urucu Manaus S/A (TUM) raised from the National Bank for
Economic and Social Development (BNDES) the amount of US$527 referring to thelong term line of credit contracted on December 6, 2007, in the amount of US$1,276,with the intervention of Codajás Coari Participações Ltda. (Codajás).
The purpose of the raising of these funds was the construction by TUM of a gas pipelineof approximately 383 km for natural gas transportation, linking Coari to Manaus, as wellas distribution lines to seven municipalities located along the pipeline, as well as otherassets related to it, and a pipeline of, approximately, 279 km for liquid petroleum gastransportation (LPG), linking the Arara industrial park, in Urucu, to the Solimões
Terminal, in Coari, and assets related to it, which are all in the State of Amazonas.Part of the funds of US$664 released in December 2007, was used for payment onDecember 17, 2007, of the bridge loan of US$410 until then granted to TUM by thesame bank.
This loan was negotiated with the following conditions:
• Term: Maturity of the principal and payment of the financial charges in 48 quarterlyinstallments (12 years);
• Grace period for the principal and interest: until August 15, 2010;
• Effective interest rate: TJLP + 1.96% p.a., with the establishment of guarantees atleast 60 days before the termination of the grace period; and
• Transaction costs and premiums: 0.2% due on the amount of the loan, as a fee for
studies and structuring.
In January 2009, US$31 was released and US$26 was released in February 2009. Fromthe contracted line of credit, there is still US$29 to be released by BNDES, throughproof of the investments made in the Project.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES#p#分頁(yè)標(biāo)題#e#
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars(except when specifically indicated)(unaudited)
42
10. Financings (Continued)
b) Long-term debt (Continued)
Financing for the Gasene Project
(b.1) Financing through BNDES foreign funds
During fiscal year 2008 and until the third quarter of 2009, Transportadora Gaseneraised from the National Bank for Economic and Social Development (BNDES)
the following amounts referring to the long-term credit lines contracted on
December 27, 2007: (i) the amount of US$750 from the financing contract through
onlending of foreign funds of BNDES (from the China Development Bank), and
(ii) the amount of US$478 from the financing contract through funds of BNDES,
itself, related to sub-loan A for GASCAV, and the amount of US$904 related to
sub-loan B for GASCAC.
On February 26, 2008, the bridge loans taken out from BNDES, in the amount of
US$1,039, were fully paid off with the bank considering the first receipt from the
lines of credit.
The purpose for raising these funds is the construction of the Cabiúnas-Vitória
pipeline for natural gas transportation, which is approximately 300 km long and
links Cabiúnas, in the municipality of Macaé, in the state of Rio de Janeiro, to the
municipality of Vitória, in the state of Espirito Santo, and other related assets
(“GASCAV”), as well as the Cacimbas-Catu pipeline for natural gas
transportation, which is approximately 940 km long and links Cacimbas, in the
state of Espírito Santo, to Catu, in the state of Bahia, and related assets
(“GASCAC”), both of which are integral parts of Projeto Gasoduto Sudeste-
Nordeste (the GASENE project).
These lines of credit were negotiated with the following conditions:
• Amount of the contract: US$750;
• Term: Maturity of the principal and payment of the financial charges on
December 20, 2022;
• Effective interest rate: 3.20% p.a.+ exchange rate; and
• Transaction costs and premiums: 0.2% due on the value of the loan, as a fee
for studies and structuring, totaling US$1.3, + an up front fee of 5.0% of
US$750, totaling US$32.2, + a commitment fee of 0.3% p.a., totaling
US$0.750.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
43
10. Financings (Continued)
b) Long-term debt (Continued)
Financing for the Gasene Project (Continued)
b.2) Financing through BNDES own funds
• Amount of the contract: US$1,621, of which US$487 refers to sub-loan ‘’A’’
for GASCAV, and US$1,135 refers to sub-loan ‘’B’’ for GASCAC;#p#分頁(yè)標(biāo)題#e#
• Term: (i) Sub-loan ‘’A’’ – Maturity of the principal and payments of the
financial charges on October 15, 2020, and (ii) sub-loan ‘’B’’ – Maturity of
the principal and payment of the financial charges in 48 quarterly payments
(12 years) after the start-up of Gascac operation;
• Effective interest rate: TJLP + 1.96% p.a., with the establishment of
guarantees at least 60 days before the termination of the grace period;
• Transaction costs and premiums: 0.2% due on the amount of the loan, as a fee
for studies and structuring, in the amount of US$3.
From the contracted line of credit there is still US$9 to be released by BNDES
referring to sub-loan ‘’A’’, and US$230 referring to sub loan “B”, through proof
of the investments made in the Project.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
44
11. Financial Income (Expenses), Net
Financial expenses, financial income and monetary and exchange variation, allocated to
income for the nine-month periods ended September 30, 2009 and 2008 are as follows:
Nine-month periods
ended September 30,
2009 2008
Financial expenses
Loans and financings (1,318) (814)
Project financings (236) (331)
Leasing (25) (36)
Losses on derivative instruments (379) (191)
Repurchased securities losses (23) (26)
Other (358) (225)
(2,339) (1,623)
Capitalized interest 1,328 999
(1,011) (624)
Financial income
Investments 498 346
Marketable securities 330 205
Gains on derivative instruments 243 271
Clients 82 101
Other 168 210
1,321 1,133
Monetary and exchange variation (276) 836
34 1,345
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
45
12. Capital Lease Obligations
The Company leases certain offshore platforms and vessels, which are accounted for as
capital leases. As of September 30, 2009, assets under capital leases had a net book value of
US$696 (US$679 at December 31, 2008).
The following is a schedule by year of the future minimum lease payments as of September
30, 2009:
2009 87
2010 231
2011 101
2012 32
2013 7
2014 7
2015 and thereafter 14
Estimated future lease payments 479
Less amount representing interest at 6.2% to 12.0% annual (43)
Present value of minimum lease payments 436
Less current portion of capital lease obligations (236)#p#分頁(yè)標(biāo)題#e#
Long-term portion of capital lease obligations 200
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
46
13. Employees’ Postretirement Benefits and Other Benefits
a) Employees’ postretirement benefits balances
The Company sponsors a contributory defined benefit pension plan covering substantially
all of its employees and provides certain health care benefits for a number of active and
retired employees. During 2009, the Company made contributions of US$322 to pension
and health care plans (US$527 in 2008).
The balances related to Employees’ Postretirement Benefits are represented as follows:
As of
September 30, 2009 December 31, 2008
Health Health
Pension Care Pension Care
Benefits Benefits Total benefits Benefits Total
Current liabilities
Defined-benefit plan 316 295 611 176 224 400
Variable Contribution plan 49 - 49 92 - 92
Employees’.postretirement>projected
benefits obligation 365 295 660 268 224 492
Long-term liabilities
Defined-benefit plan 2,444 5,663 8,107 1,786 4,001 5,787
Employees’ postretirement projected
benefits obligation 2,809 5,958 8,767 2,054 4,225 6,279
Shareholders’ equity - Accumulated
other comprehensive income
Defined-benefit plan 406 (532) (126) 253 (404) (151)
Variable Contribution plan 48 - 48 95 - 95
Tax effect (155) 181 26 (118) 137 19
Net balance recorded in
shareholders’ equity 299 (351) (52) 230 (267) (37)
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
47
13. Employees’ Postretirement Benefits and Other Benefits (Continued)
b) Funded status of the plans
Net periodic benefit cost includes the following components:
As of September 30,
2009 2008
Pension Plans Pension Plans
Defined-
Benefits
Variable
Contribution
Health
Care
Benefits
Defined-
Benefits
Variable
Contribution
Health
Care
Benefits
Service cost-benefits earned during
the period 138 34 47 199 72 88
Interest cost on projected benefit
obligation 1.513 12 402 1,841 17 546
Expected return on plan assets (1,276) (5) - (1,508) (15) -
Amortization of net actuarial loss - - - 1 - 47
Amortization of prior service cost 34 5 1 46 7 2
409 46 450 579 81 683
Employees’ contributions (156) (15) - (161) (48) -
Net periodic benefit cost 253 31 450 418 33 683
b.1) Defined benefits plan#p#分頁(yè)標(biāo)題#e#
Petrobras and its subsidiaries sponsoring the Petros plan, trade unions and Petros
executed a Financial Commitment Agreement on October 23, 2008, after legal
homologation on August 25, 2008, to cover commitments with pension plans,
which will be paid in semi-annually installments with interest of 6% p.a. on the
debtor balance updated by the IPCA, for the next 20 years, as previously agreed
during the renegotiation. At September 30, 2009, the balance of the obligation of
Petrobras and subsidiaries referring to the Financial Commitment Agreement was
US$2,108, of which US$46 matures in 2009.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
48
13. Employees’ Postretirement Benefits and Other Benefits (Continued)
b) Funded status of the plans (Continued)
b.1) Defined benefits plan (Continued)
The Company’s obligation, through the Financial Commitment Agreement,
presents a counterpart to the concessions made by the members/beneficiaries of the
Petros Plan in the amendment of the plan's regulations, in relation to the benefits,
and in the closing of existing litigations.
At September 30, 2009, Petrobras had long-term National Treasury Notes in the
amount of US$2,060 (US$1,608 at December 31, 2008), acquired to balance
liabilities with Petros, which will be held in the Company's portfolio and used as a
guarantee for the Financial Commitment Agreement.
As from July 01, 2007, the Company implemented the new supplementary pension
plan, a Variable Contribution (CV) or mixed plan, called Petros Plan 2, for
employees with no supplementary pension plan.
b.2) Variable contribution plan
A portion of this plan with defined benefits characteristics refers to the risk
coverage for disability and death, a guarantee of a minimum benefit and a lifetime
income, and the related actuarial commitments are recorded according to the
projected credit unit method. The portion of the plan with defined contribution
characteristics, earmarked for forming a reserve for programmed retirement, was
recognized in the results for the year as the contributions are made. In the ninemonth
period ended September 30, 2009, the contribution of Petrobras and
subsidiaries to the defined contribution portion of this plan was US$68.
Petrobras and the other sponsors fully assumed the contributions corresponding to
the period in which the participants had no plan. This past service shall consider
the period as from August 2002, or from the date of hiring, until August 29, 2007.
The plan will continue to admit new subscribers after this date but no longer
including any payment for the period relating to past service.#p#分頁(yè)標(biāo)題#e#
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
49
13. Employees’ Postretirement Benefits and Other Benefits (Continued)
b) Funded status of the plans (Continued)
b.2) Variable contribution plan (Continued)
The disbursements related to the cost of past service will be made on a monthly
basis over the same number of months during which the participant had no plan
and, therefore, should cover the part related to the participants and the sponsors.
14. Shareholders’ Equity
a) Capital
The Company’s subscribed and fully paid-in capital at September 30, 2009 and at
December 31, 2008 consisted of 5,073,347,344 common shares and 3,700,729,396
preferred shares. The preferred shares do not have any voting rights and are not
convertible into common shares and vice-versa. Preferred shares have priority in the
receipt of dividends and return of capital.
The Extraordinary General Meeting held on March 24, 2008, decided to effect a split of
each Company’s share into two, resulting: (a) in a free distribution of 1 (one) new share
of the same type for each original share and based on the shareholding structure at April
25, 2008; (b) in a free distribution of 1 (one) new American Depository Shares (ADS) of
the same type for each original ADS and based on the shareholding structure at April 25,
2008. At the same date, an amendment to article 4 of the Company’s by-laws to cause
capital be divided into 8,774,076,740 shares, of which 5,073,347,344 are common shares
and 3,700,729,396 are preferred shares, with no nominal value, was approved. This
amendment to the Company’s bylaws is effective from April 25, 2008. The relation
between the ADS and shares of each class remains of 2 (two) shares for one ADS.
Current Brazilian law requires that the Federal Government retain ownership of 50% plus
one share of the Company’s voting shares.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
50
14. Shareholders’ Equity (Continued)
a) Capital (Continued)
The Extraordinary General Meeting, held together with the Ordinary General Meeting on
April 4, 2008, approved the increase of the Company’s capital from US$20,816
(R$52,644 million) to US$36,194 (R$78,967 million), through the capitalization of part
of retained earnings recorded during previous years amounting to US$14,782 (R$25,302
million) and part of the capital reserves, amounting to US$596 (R$1,020 million),#p#分頁(yè)標(biāo)題#e#
consisting of US$99 (R$169 million) of the Merchant Navy AFRMM subsidy reserve
and US$497 (R$851 million) from the tax incentives reserve, and without issuing any
new shares, in accordance with article 169, paragraph 1 of Law Nº 6.404/76.
b) Dividends and interest on shareholders’ equity related to 2008 results
On April 08, 2009, the Ordinary General Meeting approved dividends referring to the
year ended December 31, 2008, in the amount of US$4,242, conforms to the by-laws in
regard to guaranteed rights of preferred shares (article 5), include interest on
shareholders’ equity, already approved by the Board of Directors, in the amount of
US$3,004. Interest on shareholders’ equity is subject to withholding tax at the rate of
15%, except for untaxed or exempt shareholders. The dividends were monetarily restated
in accordance with the SELIC rate variation as from December 31, 2008 to the initial
date of payment.
Dividends and interest on shareholders’ equity were distributed as follows:
• On April 29, 2009, amounting to US$1,527 (R$3,334 million), which was made
available to shareholders based on the shareholding position of December 26, 2008,
monetarily restated in accordance with the SELIC rate variation as from December
31, 2008;
• On June 24, 2009, amounting to US$1,690 (R$3,334 million), which was made
available to shareholders based on the shareholding position of December 26, 2008,
monetarily restated in accordance with the SELIC rate variation as from December
31, 2008;
• The remaining balance of dividends relating to the financial year of 2008, was made
available to shareholders on August 14, 2009.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
51
14. Shareholders’ Equity (Continued)
c) Dividends and interest on shareholders’ equity related to 2009 results
The Company’s Board of Directors approved the early distribution of remuneration to
shareholders under the form of interest on shareholders’ equity as established in article 9
of Law 9.249/95 and Decrees 2.673/98 and 3.381/00, as follows:
• On June 24, 2009, in the amount of US$1,335 (R$2,632 million), to be distributed to
the shareholders not later than November 30, 2009, based on the share position of
July 3, 2009.
• On September 21, 2009, in the amount of US$966 (R$1,755 million), to be
distributed to the shareholders not later than March 31, 2010, based on the share
position of September 30, 2009.
The interest on shareholders’ equity should be discounted from the remuneration that will
be distributed on the closing of fiscal year 2009. If it is paid before December 31, 2009,#p#分頁(yè)標(biāo)題#e#
the amount will be monetarily updated, according to the variation of the SELIC rate since
the date of effective payment until the end of the aforementioned year. If it is paid in
2010, it will be updated by the variation of the SELIC rate as from December 31, 2009
until the date of the start of payment.
Interest on shareholders’ equity is subject to the levy of 15% (fifteen percent) income tax,
except for shareholders that are declared immune or exempt.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
52
14. Shareholders’ Equity (Continued)
c) Dividends and interest on shareholders’ equity related to 2009 results (Continued)
Basic and diluted earnings per share amounts have been calculated as follows:
Nine-month periods
ended September 30,
2009 2008
Net income for the period attributable to Petrobras 10,361 16,713
Less priority preferred share dividends (1,066) (929)
Less common shares dividends, up to the priority preferred
shares dividends on a per-share basis (1,462) (1,274)
Remaining net income to be equally allocated to common
and preferred shares 7,833 14,510
Weighted average number of shares outstanding:
Common 5,073,347,344 5,073,347,344
Preferred 3,700,729,396 3,700,729,396
Basic and diluted earnings per:
Common and preferred share 1.18 1.90
Common and preferred ADS 2.36 3.80
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
53
15. Commitments and Contingencies
Petrobras is subject to a number of commitments and contingencies arising in the normal
course of its business. Additionally, the operations and earnings of the Company have been,
and may be in the future, affected from time to time in varying degrees by political
developments and laws and regulations, such as the Federal Government's continuing role as
the controlling shareholder of the Company, the status of the Brazilian economy, forced
divestiture of assets, tax increases and retroactive tax claims, and environmental regulations.
The likelihood of such occurrences and their overall effect upon the Company are not readily
predictable.
a) Litigation
The Company is a defendant in numerous legal actions involving civil, tax, labor,
corporate and environment issues arising in the normal course of its business. Based on
the advice of its internal legal counsel and management’s best judgment, the Company
has recorded accruals in amounts sufficient to provide for losses that are considered#p#分頁(yè)標(biāo)題#e#
probable and reasonably estimable.
At September 30, 2009 and December 31, 2008, the respective amounts accrued by type
of claims are as follows:
September 30,
2009
December 31,
2008
Labor claims 69 50
Tax claims 1,260 81
Civil claims 256 220
Commercials claims and other contingencies 42 28
Total 1,627 379
Current contingencies (1,182) (23)
Long-term contingencies 445 356
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
54
15. Commitments and Contingencies (Continued)
a) Litigation (Continued)
As of September 30, 2009 and December 31, 2008, in accordance with Brazilian law, the
Company had paid US$1,048 and US$798, respectively, into federal depositories to
provide collateral for these and other claims until they are settled. These amounts are
reflected in the balance sheet as restricted deposits for legal proceedings and guarantees.
• National Agency of Petroleum, Natural Gas and Bio Fuel – ANP – Special
participation in the Marlim field – Campos basin
The amount accrued as of September 30, 2009 of US$1,152 will be paid in 08 (eight)
monthly instalments in accordance with note 19 (d) – Subsequent Events.
• Federal Revenue Department of Rio de Janeiro - Income Tax Withheld at
Source and Tax on Financial Operations related to CLEP
On July 16, 2009, Companhia Locadora de Equipamentos Petrolíferos (CLEP), received
an assessment notice questioning the rate of Income Tax Withheld at Source and Tax on
Financial Operations (IOF), applicable to the issuing of securities abroad. Possibility of
applying the Brazil - Japan Treaty (Dec. 61.889/67). On August 14, 2009, CLEP filed a
refutation of this tax assessment notice in the Regional Federal Revenue Office of Rio de
Janeiro. On September 3, 2009 the process was remitted to the Control and Hearing
Service - DRJ. The maximum updated exposure as at September 30, 2009 is US$183.
b) Environmental matters
The Company is subject to various environmental laws and regulations. These laws
regulate the discharge of oil, gas or other materials into the environment and may require
the Company to remove or mitigate the environmental effects of the disposal or release of
such materials at various sites.
The Company’s management considers that any expenses incurred to correct or mitigate
possible environmental impacts should not have a significant effect on operations or cash
flows.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars#p#分頁(yè)標(biāo)題#e#
(except when specifically indicated)
(unaudited)
55
16. Fair value Measurements
The Company’s debt including project financing obligations, resulting from Codification
Topic 810 consolidation amounted to US$44,101 at September 30, 2009, and US$20,640 at
December 31, 2008, and had estimated fair values of US$44,882 and US$20,032,
respectively.
The fair value hierarchy for the Company’s financial assets and liabilities accounted for at
fair value on a recurring basis, at September 30, 2009, was:
As of September 30, 2009
Level 1 Level 2 Level 3 Total
Assets
Marketable securities 2,577 - - 2,577
Foreign exchange derivatives (Note 3) - 74 - 74
Commodity derivatives (Note 3) 39 - - 39
Total assets 2,616 74 - 2,690
Liabilities
Commodity derivatives (Note 3) (34) - - (34)
Total liabilities (34) - - (34)
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
56
17. Segment Information
The following presents the Company’s assets by segment:
As of September 30, 2009
Exploration Gas International
and and (see separate
Production Supply Energy disclosure) Distribution Corporate Eliminations Total
Current assets 3,773 13,825 2,430 2,663 3,243 20,525 (4,377) 42,082
Cash and cash equivalents - - - - - 16,595 - 16,595
Other current assets 3,773 13,825 2,430 2,663 3,243 3,930 (4,377) 25,487
Investments in non-consolidated
companies and other investments 270 1,857 683 1,370 217 100 - 4,497
Property, plant and equipment, net 67,579 27,063 17,854 9,194 2,199 2,228 - 126,117
Non-current assets 3,272 1,742 1,579 1,497 368 8,020 (137) 16,341
Total assets 74,894 44,487 22,546 14,724 6,027 30,873 (4,514) 189,037
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
57
17. Segment Information (Continued)
As of September 30, 2009
International
Exploration
and Gas and
Production Supply Energy Distribution Corporate Eliminations Total
Current assets 998 1,462 201 292 125 (415) 2,663
Investments in non-consolidated
companies and other investments 881 34 242 39 174 - 1,370
Property, plant and equipment, net 7,723 1,139 258 267 132 (325) 9,194
Non-current assets 1,592 246 56 55 1,388 (1,840) 1,497
Total assets 11,194 2,881 757 653 1,819 (2,580) 14,724
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars#p#分頁(yè)標(biāo)題#e#
(except when specifically indicated)
(unaudited)
58
17. Segment Information (Continued)
As of December 31, 2008
Exploration International
and Gas and (see separate
Production Supply Energy disclosure) Distribution Corporate Eliminations Total
Current assets 2,662 9,647 2,466 2,327 2,646 10,387 (3,377) 26,758
Cash and cash equivalents - - - - - 6,499 - 6,499
Other current assets 2,662 9,647 2,466 2,327 2,646 3,888 (3,377) 20,259
Investments in non-consolidated
companies and other investments 171 1,168 474 1,142 166 77 - 3,198
Property, plant and equipment, net 45,836 15,806 10,719 9,341 1,621 1,418 (22) 84,719
Non-current assets 2,657 900 1,334 629 342 5,701 (543) 11,020
Total assets 51,326 27,521 14,993 13,439 4,775 17,583 (3,942) 125,695
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
59
17. Segment Information (Continued)
As of December 31, 2008
International
Exploration Gas
and and
Production Supply Energy Distribution Corporate Eliminations Total
Current assets 817 1,275 243 141 238 (387) 2,327
Investments in non-consolidated companies and other investments 857 35 264 - (14) - 1,142
Property, plant and equipment, net 7,892 1,218 232 162 109 (272) 9,341
Non-current assets 708 64 68 51 1,472 (1,734) 629
Total assets 10,274 2,592 807 354 1,805 (2,393) 13,439
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
60
17. Segment Information (Continued)
Revenues and net income by segment are as follows:
Nine-month period ended September 30, 2009
Exploration
and
Gas
and
International
(see separate
Production Supply Energy disclosure) Distribution Corporate Eliminations Total
Net operating revenues to third parties 484 35,489 3,506 6,048 20,142 - - 65,669
Inter-segment net operating revenues 25,577 17,626 680 1,009 487 - (45,379) -
Net operating revenues 26,061 53,115 4,186 7,057 20,629 - (45,379) 65,669
Cost of sales (10,980) (42,171) (2,961) (5,197) (18,810) - 44,818 (35,301)
Depreciation, depletion and amortization (3,089) (740) (185) (616) (128) (146) - (4,904)
Exploration, including exploratory dry holes (1,015) - - (179) - - - (1,194)
Selling, general and administrative expenses (255) (1,639) (317) (547) (1,015) (1,339) 77 (5,035)
Research and development expenses (215) (113) (14) (1) (4) (198) - (545)
Employee benefit expense - - - - - (519) - (519)
Other operating expenses (1,041) (406) (239) (109) 51 (360) 30 (2,074)#p#分頁(yè)標(biāo)題#e#
Costs and expenses (16,595) (45,069) (3,716) (6,649) (19,906) (2,562) 44,925 (49,572)
Operating income (loss) 9,466 8,046 470 408 723 (2,562) (454) 16,097
Equity in results of non-consolidated companies (1) 251 79 42 - 1 - 372
Financial income (expenses), net - - - - - 34 - 34
Other taxes (7) (36) (8) (51) (10) (96) (1) (209)
Other expenses, net (18) 162 (13) (155) 1 (13) - (36)
Income (Loss) before income taxes 9,440 8,423 528 244 714 (2,636) (455) 16,258
Income tax benefits (expense) (3,210) (2,778) (152) (303) (242) 2,167 154 (4,364)
Net income (loss) for the period 6,230 5,645 376 (59) 472 (469) (301) 11,894
Less: Net income (loss) attributable to the noncontrolling interest 67 (33) (60) (62) - (1,445) - (1,533)
Net income (loss) attributable to Petrobras 6,297 5,612 316 (121) 472 (1,914) (301) 10,361
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
61
17. Segment Information (Continued)
Nine-month period ended September 30, 2009
International
Exploration Gas
and and
Production Supply Energy Distribution Corporate Eliminations Total
Net operating revenues to third parties 651 3,240 278 1,877 2 - 6,048
Inter-segment net operating revenues 1,294 1,054 39 32 - (1,410) 1,009
Net operating revenues 1,945 4,294 317 1,909 2 (1,410) 7,057
Cost of sales (566) (4,038) (246) (1,764) (2) 1,419 (5,197)
Depreciation, depletion and amortization (503) (71) (10) (16) (16) - (616)
Exploration, including exploratory dry holes (179) - - - - - (179)
Selling, general and administrative expenses (109) (109) (9) (130) (190) - (547)
Research and development expenses - - - - (1) - (1)
Other operating expenses (8) (126) 2 9 6 8 (109)
Costs and expenses (1,365) (4,344) (263) (1,901) (203) 1,427 (6,649)
Operating income (loss) 580 (50) 54 8 (201) 17 408
Equity in results of non-consolidated companies 26 2 4 6 4 - 42
Other taxes (9) (3) (1) (1) (37) - (51)
Other expenses, net (4) (155) - 1 3 - (155)
Income (Loss) before income taxes 593 (206) 57 14 (231) 17 244
Income tax benefits (expense) (165) 55 (1) (4) (188) - (303)
Net income (loss) for the period 428 (151) 56 10 (419) 17 (59)
Less: Net income (loss) attributable to the noncontrolling interest (6) 10 (1) - (65) - (61)
Net income (loss) attributable to Petrobras 422 (141) 55 10 (484) 17 (121)
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
62
17. Segment Information (Continued)
Nine-month period ended September 30, 2008#p#分頁(yè)標(biāo)題#e#
Exploration Gas International
and and (see separate
Production Supply Energy disclosure) Distribution Corporate Eliminations Total
Net operating revenues to third parties 737 57,212 5,869 8,027 24,075 - - 95,920
Inter-segment net operating revenues 49,814 21,394 790 750 399 - (73,147) -
Net operating revenues 50,551 78,606 6,659 8,777 24,474 - (73,147) 95,920
Cost of sales (17,131) (77,963) (5,675) (6,924) (22,403) - 72,006 (58,090)
Depreciation, depletion and amortization (2,778) (942) (244) (397) (126) (156) - (4,643)
Exploration, including exploratory dry holes (962) - - (244) - - - (1,206)
Selling, general and administrative expenses (325) (1,826) (394) (589) (1,103) (1,541) 115 (5,663)
Research and development expenses (377) (150) (47) (2) (6) (174) - (756)
Employee benefit expense - - - - - (644) - (644)
Other operating expenses 9 (380) (618) (129) (12) (813) 1 (1,942)
Costs and expenses (21,564) (81,261) (6,978) (8,285) (23,650) (3,328) 72,122 (72,944)
Operating income (loss) 28,987 (2,655) (319) 492 824 (3,328) (1,025) 22,976
Equity in results of non-consolidated companies - 67 94 117 17 1 - 296
Financial income (expenses), net - - - - 1,345 - 1,345
Other taxes (39) (50) (25) (56) (9) (92) - (271)
Other expenses, net (25) 21 (38) - 25 25 - 8
Income (Loss) before income taxes 28,923 (2,617) (288) 553 857 (2,049) (1,025) 24,354
Income tax benefits (expense) (9,834) 913 130 (226) (286) 1,352 348 (7,603)
Net income (loss) for the period 19,089 (1,704) (158) 327 571 (697) (677) 16,751
Less: Net income (loss) attributable to the noncontrolling interest - 40 (39) (152) - 113 - (38)
Net income (loss) attributable to Petrobras 19,089 (1,664) (197) 175 571 (584) (677) 16,713
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
63
17. Segment Information (Continued)
Nine-month period ended September 30, 2008
International
Exploration
and Gas and
Production Supply Energy Distribution Corporate Eliminations Total
Net operating revenues to third parties 1,091 4,572 325 2,037 2 - 8,027
Inter-segment net operating revenues 1,138 1,263 35 56 - (1,742) 750
Net operating revenues 2,229 5,835 360 2,093 2 (1,742) 8,777
Cost of sales (691) (5,811) (269) (1,907) (3) 1,757 (6,924)
Depreciation, depletion and amortization (293) (64) (12) (16) (12) - (397)
Exploration, including exploratory dry holes (244) - - - - - (244)
Selling, general and administrative expenses (156) (112) (20) (100) (201) - (589)
Research and development expenses - - - - (2) - (2)
Other operating expenses (151) 16 21 3 (18) - (129)
Costs and expenses (1,535) (5,971) (280) (2,020) (236) 1,757 (8,285)#p#分頁(yè)標(biāo)題#e#
Operation income (loss) 694 (136) 80 73 (234) 15 492
Equity in results of non-consolidated companies 69 1 5 (1) 43 - 117
Other taxes (8) (1) (1) (1) (45) - (56)
Other expenses, net (3) - 1 0 2 - -
Income (Loss) before income taxes 752 (136) 85 71 (234) 15 553
- - - - - - -
Income tax benefits (expense) (262) 16 (2) (4) 26 - (226)
Net income (loss) for the period 490 (120) 83 67 (208) 15 327
Less: Net income (loss) attributable to the noncontrolling interest (135) 75 (24) (13) (55) - (152)
Net income (loss) attributable to Petrobras 355 (45) 59 54 (263) 15 175
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
64
17. Segment Information (Continued)
Capital expenditures incurred by segment for the nine-month periods ended September 30,
2009 and 2008 are as follows:
Nine-month periods ended
September 30,
2009 2008
Exploration and Production 11,522 10,173
Supply 6,607 4,401
Gas and Energy 3,653 2,654
International
Exploration and Production 1.346 1,856
Supply 86 174
Distribution 7 9
Gas and Energy 45 18
Distribution 243 196
Corporate 840 576
24,349 20,057
18. Acquisitions
a) Ipiranga current developments and restructuring of the petrochemical companies
with Braskem
On March 6, 2009, the Board of Directors of Petrobras and BR Distribuidora authorized
the transfer of the interests in Alvo and IASA, through a capital increase corresponding
to the net equity of these companies.
On April 9, 2009, the Special General Shareholders' Meeting of BR Distribuidora
approved the proposed capital increase in the amount of US$308, thus concluding the
process for transfer of Alvo and IASA, which became subsidiaries of BR Distribuidora.
On October 31, 2009, the Special Shareholders' Meeting of Petrobras Distribuidora
approved the total merger of Alvo into the equity of BR, for the purpose of optimizing
management of the distribution business and benefiting from the estimated synergies at
the time of acquisition of the Ipiranga Group.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
65
18. Acquisitions (Continued)
a) Ipiranga current developments and restructuring of the petrochemical companies
with Braskem (Continued)
a.1) Braskem Investment Agreement
On November 30, 2007, an investment agreement was signed between Braskem,
Odebrecht, Petrobras, Petroquisa and Norquisa, by which it was agreed that some#p#分頁(yè)標(biāo)題#e#
petrochemical assets held by Petrobras and Petroquisa would be integrated in
Braskem in exchange for a participation interest in Braskem. On May 14, 2008, an
addendum to the investment agreement was made dividing the exchange
transaction into two stages.
The first stage was completed on May 30, 2008, whereby Petrobras and Petroquisa
transferred to Braskem the following participation interests: (i) 37.30% of the
voting and total capital of Copesul; (ii) 40% of the voting and total capital of IPQ;
(iii) 40% of the voting and total capital of IQ; (iv) 40% of the voting and total
capital of Petroquímica Paulínia (PPSA), in exchange for 21.9% of the voting
capital and 16.3% of the total capital of Braskem. The exchange transaction was
based on the fair value of the participation interest exchanged.
Initiating the implementation of the second stage, on April 7, 2009 Braskem and
Petroquímica Triunfo (Triunfo) executed a protocol and justification for merger of
Triunfo by Braskem, through which Braskem takes over the net assets of the equity
of Triunfo and will also succeed in all its rights and obligations, through issuing
Braskem's preferred A class shares to the shareholders of Triunfo.
The merger of Petroquímica Triunfo S.A. (Triunfo) into Braskem, in the terms of
the Protocol and Justification for Merger of April 7, 2009, was approved in the
Special General Shareholder’ Meeting of Braskem held on April 30 and in the
Special General Shareholders’ Meeting of Triunfo held on May 5. This transaction
concluded the integration of assets established in the investment agreement
between Braskem, Odebrecht, Petrobras, Petroquisa and Norquisa, executed in
November 2007 and approved by CADE in July 2008. With this merger Petroquisa
now holds 31.0% of the voting capital and 25.3% of the total capital of Braskem.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
66
18. Acquisitions (Continued)
b) Acquisition of distribution interests in Chile
On April 30, 2009, Petrobras, through its wholly owned subsidiaries Petrobras Venezuela
Investments & Services B.V. e Petrobras Participaciones, S.L., located in the Netherlands
and Spain, respectively, concluded the process for the acquisition of the distribution and
logistics businesses of ExxonMobil in Chile, with the payment of US$400, net of the cash
and cash equivalents of the purchased companies.
c) Purchase option of Marlim Participações
On April 30, 2009, the executive committee of Petrobras approved the exercise of the
purchase option by the Company of 100% of the capital of the company Marlim#p#分頁(yè)標(biāo)題#e#
Participações S.A. (Marlimpar). The price for exercising the option was US$0.359
(R$700 - seven hundred Reais), as established in the Option Agreement for the Purchase
of Shares of Project Marlim, entered into on June 22, 1999 between Petrobras and the
former shareholders of MarlimPar.
Marlimpar holds full control of Companhia Petrolífera Marlim (CPM), a specific purpose
entity created for the development of the production of petroleum from the Marlim Field,
"Project Marlim". The acquisition of Marlimpar occurred after the full amortization of
the investments of each one of the shareholders in Project Marlim, as well as after total
fulfillment of all the financial obligations of Marlimpar and CPM. As the Company’s
previous variable interest in Marlimpar was being accounted for in accordance with ASC
Topic 810-10-25 (“Variable Interest Entities”), the 2009 share acquisition had no
material impact on Petrobras’ consolidated accounting records.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
67
18. Acquisitions (Continued)
d) Sale option of the Pasadena refinery by Astra
In a decision handed down on April 10, 2009, in the existing arbitration process between
Petrobras America Inc - PAI and others and Astra Oil Trading NV - ASTRA and others,
the exercise of the put option exercised by ASTRA with respect to PAI of the remaining
49.13% of the shares of ASTRA in Pasadena Refinery Systems Inc. ("PRSI"), was
considered valid. The operating, management and financial responsibilities have already
been transferred to PAI, based on preliminary decision of October 24, 2008.
According to the decision on April 10, the amount to be paid by PAI for the remaining
shareholding interest in the refinery and in the trading company in Pasadena was fixed at
US$466. The payment will be made in three installments, the first in the amount of
US$296 (originally due on April 27, 2009, according to the decision) and the following
two payments in the amount US$85 each, with due dates fixed by the arbitrators for
September 2009 and September 2010. ASTRA presented a request for clarification to the
arbitration panel on certain points of the decision.
There are also judicial proceedings that are continuing in the progress aimed at defining,
amongst other matters, aspects such as the partial confirmation/review of the arbitration
report and requests, made by the parties, aimed at receiving reciprocal indemnities (in
addition to those decided by the arbitrators) and the return by ASTRA of the books and
documents of the companies’ whose shares it sold and which it is withholding#p#分頁(yè)標(biāo)題#e#
incorrectly.
In March 2009, a loss was recognized in the amount of US$147, corresponding to the
difference between the fair value of the net assets and the value defined by the arbitration
panel.
In April 2009, the Company recorded a charge of US$289 in as Additional Paid in
Capital due to the acquisition of the remaining 49.13% of the shares of ASTRA in
Pasadena Refinery Systems Inc. ("PRSI"), which relates to the difference between the
fair value of the shares acquired and the noncontrolling interest carrying amount at the
closing date.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
68
19. Subsequent Events
a) US$10,000 financing from the China Development Bank
On November 3, 2009, Petrobras signed agreements with the China Development BankCorporation (CDB) for a US$10,000, 10-year financing. The funds will be used to financethe Company’s 2009-2013 Business Plan and will be drawn down gradually in the comingmonths.
After the first drawdown, the long-term petroleum export agreement between Petrobrasand Unipec Asia, a subsidiary of China Petro-Chemical Corp (Sinopec), will become fullyeffective. Under this agreement, Petrobras will export 150,000 barrels of oil per day forthe first year and 200,000 barrels of oil per day in each of the next nine years. Althoughthe effectiveness of the export agreement is conditioned on the first drawdown under theUS$10,000 financing agreement, the agreements are independent and do not constitute asecuritization transaction.
b) US$4,000 issuance of Global Notes by PifCo
On October 30, 2009, Petrobras International Finance Company (PifCo), a wholly ownedsubsidiary of Petrobras, closed a US$4,000 issuance of 10-year and 30-year Global Notesin the international capital markets. The 10-year Global Notes will mature on January 20,
2020 and bear interest at 5.75% per year, payable on January 20 and July 20 of each year.
The 30-year Global Notes will mature on January 20, 2040, and bear interest at 6.875%per year, payable on January 20 and July 20 of each year. The proceeds from thisissuance were used to repay US$3,200 outstanding under certain bridge loans entered intoat the beginning of the year prior to their stated maturities, as well as for general corporate
purposes.
This financing had an estimated cost of approximately US$18, a discount of US$47 andeffective interest rates of 5.93% in the case of the 10-year Global Notes, and 7.04% in thecase of the 30-year Global Notes. The Global Notes constitute unsecured, unsubordinatedobligations of PifCo and are unconditionally and irrevocably guaranteed by Petrobras.
c) Acquisition of Chevron Chile S.A.C.
On November 4, 2009, Petrobras entered into an agreement to purchase Chevron Chile#p#分頁(yè)標(biāo)題#e#
S.A.C. (Chevron Chile) for US$12.
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)
Expressed in Millions of United States Dollars
(except when specifically indicated)
(unaudited)
69
19. Subsequent Events (Continued)
d) Agreement with the ANP for payment of Special Participation Taxes on the Marlim
Field
巴西國(guó)家石油公司和子公司合并財(cái)務(wù)報(bào)表與獨(dú)立的審計(jì)報(bào)告有留學(xué)生dissertation網(wǎng)提供，留學(xué)生dissertation網(wǎng)專業(yè)提供會(huì)計(jì)學(xué)財(cái)務(wù)報(bào)告，審計(jì)報(bào)告寫作服務(wù)。On July 18, 2007, Petrobras was notified of a new ANP board resolution requiringpayment of additional government participation charges retroactively to 1998. Thisresolution, which annulled an earlier board resolution, determined that Petrobras shouldmake an additional payment in the amount of US$225 for special governmentparticipation charges from the Marlim field.
In 2007, Petrobras filed suit to challenge the new method used by the ANP to calculate thespecial participation tax. The lower court decided in favor of the ANP, and this decisionwas upheld by a regional federal court on September 30, 2009. Petrobras subsequentlyappealed this decision to higher courts in Brasilia.
On October 23, 2009, Petrobras, the ANP and the State of Rio de Janeiro reached anagreement to resolve the dispute out of court. The amount owed to the ANP forretroactive special participation from the Marlim field was fixed at US$1,152 as ofSeptember 30, 2009, payable in eight consecutive monthly installments and adjusted bythe benchmark SELIC rate. Petrobras made the first payment of US$145 on October 30,
2009.
This settlement definitively resolves any and all legal and administrative actions relating
to this matter.