Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No___X____
Consolidated Financial Information
Petróleo Brasileiro S.A.
PETROBRAS and Subsidiaries
June 30, 2005 and 2004
with Review Report of Independent Registered
Public Accounting Firm
PETRÓLEO BRASILEIRO S.A. PETROBRAS AND SUBSIDIARIES
CONSOLIDATED FINANCIAL INFORMATION
June 30, 2005 and 2004
Contents
Review Report of Independent Registered Public Accounting Firm | 1 | |||
Consolidated Balance Sheets | 2 | |||
Consolidated Statements of Income | 4 | |||
Consolidated Statements of Cash Flows | 6 | |||
Consolidated Statements of Changes in Shareholders' Equity | 7 | |||
Notes to the Consolidated Financial Statements | 10 | |||
1. | Basis of Financial Statements Preparation | 10 | ||
2. | Derivative Instruments, Hedging and Risk Management Activities | 11 | ||
3. | Income Taxes | 15 | ||
4. | Inventories | 15 | ||
5. | Receivable from Federal Government | 16 | ||
6. | Financings | 17 | ||
7. | Financial Income (Expenses), Net | 20 | ||
8. | Project Financings | 21 | ||
9. | Capital Lease Obligations | 23 | ||
10. | Thermoelectric Liabilities | 23 | ||
11. | Employees Postretirement Benefits and Other Benefits | 25 | ||
12. | Shareholders Equity | 25 | ||
13. | Commitments and Contingencies | 27 | ||
14. | Segment Information | 29 | ||
15. | Subsequent Events | 38 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholders of
Petróleo Brasileiro S.A. - PETROBRAS
We have reviewed the condensed consolidated balance sheet of Petróleo Brasileiro S.A. PETROBRAS and subsidiaries as of June 30, 2005 and the related condensed consolidated statements of income, cash flows and changes in shareholders' equity for the six-month periods ended June 30, 2005 and 2004. These interim financial statements are the responsibility of the Company's management.
We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should be made to the condensed consolidated interim financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Petróleo Brasileiro S.A. PETROBRAS and subsidiaries as of December 31, 2004, and the related consolidated statements of income, changes in shareholders equity and cash flows for the year then ended not presented herein, and in our report dated May 13, 2005, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of December 31, 2004, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
ERNST & YOUNG
Auditores Independentes S/S
Paulo José Machado
Partner
Rio de Janeiro, Brazil
August 11, 2005
1
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
June 30, | December 31, | |||
2005 | 2004 | |||
(unaudited) | (Note 1) | |||
Assets | ||||
Current assets | ||||
Cash and cash equivalents | 7,229 | 6,856 | ||
Marketable securities | 237 | 388 | ||
Accounts receivable, net | 4,882 | 4,285 | ||
Inventories (Note 4) | 5,634 | 4,904 | ||
Deferred income taxes | 377 | 325 | ||
Recoverable taxes | 1,495 | 1,475 | ||
Advances to suppliers | 574 | 422 | ||
Other current assets | 949 | 771 | ||
21,377 | 19,426 | |||
Property, plant and equipment, net | 42,967 | 37,020 | ||
Investments in non-consolidated companies and other investments | 1,794 | 1,862 | ||
Other assets | ||||
Accounts receivable, net | 460 | 411 | ||
Advances to suppliers | 539 | 580 | ||
Petroleum and alcohol account receivable | ||||
from Federal Government (Note 5) | 322 | 282 | ||
Government securities | 352 | 326 | ||
Marketable securities | 283 | 313 | ||
Restricted deposits for legal proceedings and guarantees (Note 13) | 866 | 699 | ||
Recoverable taxes | 593 | 536 | ||
Goodwill | 236 | 211 | ||
Prepaid expenses | 262 | 271 | ||
Fair value asset of gas hedge (Note 2 (c)) | 497 | 635 | ||
Other assets | 652 | 510 | ||
5,062 | 4,774 | |||
Total assets | 71,200 | 63,082 | ||
The accompanying notes are an integral part of these consolidated financial statements.
2
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
June 30, | December 31, | |||
2005 | 2004 | |||
Liabilities and shareholders equity | (unaudited) | (Note 1) | ||
Current liabilities | ||||
Trade accounts payable | 3,708 | 3,284 | ||
Income taxes payable | 196 | 271 | ||
Taxes payable, other than income taxes | 2,633 | 2,298 | ||
Short-term debt (Note 6) | 1,087 | 547 | ||
Current portion of long-term debt (Note 6) | 1,372 | 1,199 | ||
Current portion of project financings (Note 8) | 2,067 | 1,313 | ||
Current portion of capital lease obligations (Note 9) | 250 | 266 | ||
Accrued interest | 311 | 204 | ||
Dividends and interest on capital payable | 966 | 1,900 | ||
Contingencies (Note 13) | 91 | 131 | ||
Payroll and related charges | 559 | 618 | ||
Advances from customers | 244 | 290 | ||
Employees postretirement benefits obligation - Pension | 159 | 166 | ||
Other payables and accruals | 554 | 841 | ||
14,197 | 13,328 | |||
Long-term liabilities | ||||
Long-term debt (Note 6) | 11,584 | 12,145 | ||
Project financings (Note 8) | 3,972 | 4,399 | ||
Employees postretirement benefits obligation - Pension | 3,734 | 2,915 | ||
Employees postretirement benefits obligation - Health care | 2,722 | 2,137 | ||
Capital lease obligations (Note 9) | 973 | 1,069 | ||
Deferred income taxes | 2,158 | 1,558 | ||
Provision for abandonment | 450 | 403 | ||
Thermoelectric liabilities (Note 10) | 825 | 1,095 | ||
Contingencies (Note 13) | 288 | 233 | ||
Deferred purchase incentive (Note 2 (c)) | 148 | 153 | ||
Other liabilities | 284 | 264 | ||
27,138 | 26,371 | |||
Minority interest | 1,346 | 877 | ||
Shareholders equity (Note 12) | ||||
Shares authorized and issued | ||||
Preferred share 2005 and 2004 - 462,369,507 shares | 4,772 | 4,772 | ||
Common share 2005 and 2004 - 634,168,418 shares | 6,929 | 6,929 | ||
Capital reserve | 156 | 134 | ||
Retained earnings | ||||
Appropriated | 13,017 | 11,526 | ||
Unappropriated | 14,919 | 13,199 | ||
Accumulated other comprehensive income | ||||
Cumulative translation adjustments | (9,405) | (12,539) | ||
Amounts not recognized as net periodic pension cost, net of tax | (2,231) | (1,975) | ||
Unrealized gains on available for sale securities, net of tax | 362 | 460 | ||
28,519 | 22,506 | |||
Total liabilities and shareholders equity | 71,200 | 63,082 | ||
The accompanying notes are an integral part of these consolidated financial statements.
3
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
Six-month period ended | ||||
June 30, | ||||
2005 | 2004 | |||
Sales of products and services | 32,292 | 23,137 | ||
Less: | ||||
Value-added and other taxes on sales and services | (6,460) | (5,125) | ||
Contribution of intervention in the economic domain charge CIDE | (1,404) | (1,223) | ||
Net operating revenues | 24,428 | 16,789 | ||
Cost of sales | 12,614 | 8,675 | ||
Depreciation, depletion and amortization | 1,401 | 1,163 | ||
Exploration, including exploratory dry holes | 276 | 204 | ||
Selling, general and administrative expenses | 1,887 | 1,179 | ||
Research and development expenses | 166 | 114 | ||
Other operating expenses | 176 | 143 | ||
Total costs and expenses | 16,520 | 11,478 | ||
Equity in results of non-consolidated companies | 74 | 102 | ||
Financial income (Note 7) | 85 | 445 | ||
Financial expenses (Note 7) | (744) | (935) | ||
Monetary and exchange variation on monetary assets and liabilities, net | ||||
(Note 7) | 453 | (320) | ||
Employee benefit expense for non-active participants | (458) | (312) | ||
Other taxes | (167) | (270) | ||
Other expenses, net | (537) | (117) | ||
(1,294) | (1,407) | |||
Income before income taxes and minority interest | 6,614 | 3,904 | ||
The accompanying notes are an integral part of these consolidated financial statements.
4
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
Six-month period ended | ||||
June 30, | ||||
2005 | 2004 | |||
Income taxes expense (Note 3) | ||||
Current | (1,491) | (1,212) | ||
Deferred | (592) | (121) | ||
(2,083) | (1,333) | |||
Minority interest in results of consolidated subsidiaries | (366) | 73 | ||
Net income for the period | 4,165 | 2,644 | ||
Net income applicable to each class of shares | ||||
Common/ADS | 2,409 | 1,529 | ||
Preferred/ADS | 1,756 | 1,115 | ||
Net income for the period | 4,165 | 2,644 | ||
Basic and diluted earnings per share (Note 12) | ||||
Common/ADS and Preferred/ADS | 3.80 | 2.41 | ||
Weighted average number of shares outstanding | ||||
Common/ADS | 634,168,418 | 634,168,418 | ||
Preferred/ADS | 462,369,507 | 462,369,507 | ||
The accompanying notes are an integral part of these consolidated financial statements.
5
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
Six-month period ended | ||||
June 30, | ||||
2005 | 2004 | |||
Cash flows from operating activities | ||||
Net income for the period | 4,165 | 2,644 | ||
Adjustments to reconcile net income to net cash provided by operating activities: | ||||
Depreciation, depletion and amortization | 1,401 | 1,165 | ||
Dry hole costs | 129 | 82 | ||
Loss on sale of property, plant and equipment | 36 | 77 | ||
Amortization of deferred purchase incentive | (23) | - | ||
Deferred income taxes | 592 | 121 | ||
Equity in the results of non-consolidated companies | (74) | (102) | ||
Minority interest in results of consolidated subsidiaries | 366 | (73) | ||
Foreign exchange and monetary gain | (115) | 477 | ||
Financial expense on gas hedge operations | 138 | - | ||
Decrease (increase) in assets: | ||||
Accounts receivable, net | (312) | (533) | ||
Petroleum and alcohol account, receivable from Federal Government | (4) | (17) | ||
Marketable securities | 180 | (19) | ||
Inventories | (165) | (986) | ||
Recoverable taxes | 59 | (209) | ||
Advances to suppliers | (93) | (72) | ||
Prepaid expenses | 28 | - | ||
Others | (8) | (199) | ||
Increase (decrease) in liabilities | ||||
Trade accounts payable | 267 | 325 | ||
Payroll and related charges | (94) | 58 | ||
Taxes payable, other than income taxes | 32 | 95 | ||
Income taxes payable | (79) | 126 | ||
Employees postretirement benefits, net of unrecognized pension obligation | 532 | 449 | ||
Accrued interest | 88 | 72 | ||
Contingencies | (11) | (43) | ||
Other liabilities | (158) | (115) | ||
Net cash provided by operating activities | 6,877 | 3,323 | ||
Cash flows from investing activities | ||||
Additions to property, plant and equipment | (4,405) | (2,955) | ||
Investments | (53) | (55) | ||
Others | (58) | (35) | ||
Net cash used in investing activities | (4,516) | (3,045) | ||
Cash flows from financing activities | ||||
Short-term debt, net of issuances and repayments | (211) | (625) | ||
Proceeds from issuance and draw-down on long-term debt | 535 | 519 | ||
Principal payments on long-term debt | (657) | (688) | ||
Proceeds from project financings | 332 | 744 | ||
Payments of project finacing | (401) | (377) | ||
Payment of capital lease obligations | (256) | (228) | ||
Dividends paid to shareholders | (1,908) | (1,788) | ||
Dividends paid to minority interests | (22) | (6) | ||
Net cash used in financing activities | (2,588) | (2,449) | ||
Decrease in cash and cash equivalents | (227) | (2,171) | ||
Effect of exchange rate changes on cash and cash equivalents | 600 | (454) | ||
Cash and cash equivalents at beginning of period | 6,856 | 8,344 | ||
Cash and cash equivalents at end of period | 7,229 | 5,719 | ||
The accompanying notes are an integral part of these consolidated financial statements.
6
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
Six-month period ended | ||||
June 30, | ||||
2005 | 2004 | |||
Preferred shares | ||||
Balance at January 1 | 4,772 | 2,973 | ||
Capital increase from undistributed earnings reserve | 1,799 | |||
Balance at June 30 | 4,772 | 4,772 | ||
Common shares | ||||
Balance at January 1 | 6,929 | 4,289 | ||
Capital increase from undistributed earnings reserve | 2,640 | |||
Balance at June 30 | 6,929 | 6,929 | ||
Capital reserve fiscal incentive | ||||
Balance at January 1 | 134 | 118 | ||
Transfer from (to) unappropriated retained earnings | 22 | (5) | ||
Balance at June 30 | 156 | 113 | ||
Accumulated other comprehensive income | ||||
Cumulative translation adjustments | ||||
Balance at January 1 | (12,539) | (14,450) | ||
Change in the period | 3,134 | (1,407) | ||
Balance at June 30 | (9,405) | (15,857) | ||
Amounts not recognized as net periodic pension cost | ||||
Balance at January 1 | (1,975) | (1,588) | ||
(Increase) decrease in additional minimum liability | (387) | 169 | ||
Tax effect on above | 131 | (58) | ||
Balance at June 30 | (2,231) | (1,477) | ||
The accompanying notes are an integral part of these consolidated financial statements.
7
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
Six-month period ended | ||||
June 30, | ||||
2005 | 2004 | |||
Unrecognized gains on available for sale securities | ||||
Balance at January 1 | 460 | 157 | ||
Unrealized (losses) gains | (148) | 18 | ||
Tax effect on above | 50 | (6) | ||
Balance at June 30 | 362 | 169 | ||
Appropriated retained earnings | ||||
Legal reserve | ||||
Balance at January 1 | 1,520 | 1,089 | ||
Transfer from (to) unappropriated retained earnings, net of gain or loss on | ||||
translation | 197 | (76) | ||
Balance at June 30 | 1,717 | 1,013 | ||
Undistributed earnings reserve | ||||
Balance at January 1 | 9,688 | 9,372 | ||
Capital increase | - | (4,439) | ||
Transfer from (to) unappropriated retained earnings, net of gain or loss on | ||||
translation | 1,253 | (412) | ||
Balance at June 30 | 10,941 | 4,521 | ||
The accompanying notes are an integral part of these consolidated financial statements.
8
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
Six-month period ended | ||||
June 30, | ||||
2005 | 2004 | |||
Statutory reserve | ||||
Balance at January 1 | 318 | 235 | ||
Transfer from (to) unappropriated retained earnings, net of gain or loss | ||||
on translation | 41 | (16) | ||
Balance at June 30 | 359 | 219 | ||
Total appropriated retained earnings | 13,017 | 5,753 | ||
Unappropriated retained earnings | ||||
Balance at January 1 | 13,199 | 14,957 | ||
Net income for the period | 4,165 | 2,644 | ||
Dividends (per share: 2005 US$ 0.85 to common and preferred shares; | ||||
2004 US$ 0.78 to common and preferred shares) | (932) | (857) | ||
Appropriation (to) from fiscal incentive reserves | (22) | 5 | ||
Appropriation (to) from reserves | (1,491) | 504 | ||
Balance at June 30 | 14,919 | 17,253 | ||
Total shareholders' equity | 28,519 | 17,655 | ||
Comprehensive income is comprised as follows: | ||||
Net income for the period | 4,165 | 2,644 | ||
Cumulative translation adjustments | 3,134 | (1,407) | ||
Amounts not recognized as net periodic pension cost | (256) | 111 | ||
Unrealized (loss) gain on available-for-sale securities | (98) | 12 | ||
Total comprehensive income | 6,945 | 1,360 | ||
The accompanying notes are an integral part of these consolidated financial statements.
9
PETRÓLEO BRASILEIRO S.A. - PETROBRAS AND SUBSIDIARIES
1. Basis of Financial Statements Preparation
The accompanying unaudited condensed consolidated financial statements of Petróleo Brasileiro S.A. - PETROBRAS (the Company) have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and the rules and regulations of the Securities and Exchange Commission (SEC) for interim financial statements. Accordingly they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. These unaudited consolidated financial statements and the accompanying notes should be read in conjunction with the consolidated financial statements for the year ended December 31, 2004 and the notes thereto.
The balance sheet at December 31, 2004 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
The consolidated financial statements as of June 30, 2005 and for the six-month periods ended June 30, 2005 and 2004, included in this report, are unaudited. However, in management's opinion, such consolidated financial statements reflect all normal recurring adjustments that are necessary for a fair presentation. The results for the interim periods are not necessarily indicative of trends or of results expected for the full year ending December 31, 2005.
The preparation of these financial statements requires the use of estimates and assumptions that reflect the assets, liabilities, revenues and expenses reported in the financial statements, as well as amounts included in the notes thereto.
Certain prior period amounts have been reclassified to conform to the current periods presentation. These reclassifications had no impact on the Companys net income or shareholders equity.
Pursuant to Rule 436 (c) under the Securities Act of 1933 (the Act), this is not a report and should not be considered a part of any registration statement prepared or certified within the meanings of Sections 7 and 11 of the Act and therefore, the independent accountants liability under Section 11 does not extend to the information included herein.
10
2. Derivative Instruments, Hedging and Risk Management Activities
The Company is exposed to a number of market risks arising from the normal course of its business. Such market risks principally involve the possibility that changes in interest rates, currency exchange rates or commodity prices will adversely affect the value of the Company's financial assets and liabilities or future cash flows and earnings. The Company maintains an overall risk management policy that is developed under the direction of the Company's executive officers.
The Company may use derivative and non-derivative instruments to implement its overall risk management strategy. However, by using derivative instruments, the Company exposes itself to credit and market risk. Credit risk is the failure of a counterparty to perform under the terms of the derivative contract. Market risk is the adverse effect on the value of a financial instrument that results from a favorable change in interest rates, currency exchange rates, or commodity prices. The Company addresses credit risk by restricting the counterparties to such derivative financial instruments to major financial institutions. Market risk is managed by the Company's executive officers. The Company does not hold or issue financial instruments for trading purposes.
a) Foreign currency risk management
The Companys foreign currency risk management strategy may involve the use of derivative instruments to protect against foreign exchange rate volatility, which may impair the value of certain of the Companys obligations. The Company currently uses zero-cost foreign exchange collars to implement this strategy.
During 2000, the Company entered into three zero cost foreign exchange collars to reduce its exposure to variations between the U.S. Dollar and the Japanese Yen, and between the U.S. Dollar and Euro relative to long-term debt denominated in foreign currencies with a notional amount of approximately US$ 470. The Company does not use hedge accounting for these derivative instruments. These collars establish a ceiling and a floor for the associated exchange rates. If the exchange rate falls below the defined floor, the counterparties will pay to the Company the difference between the actual rate and the floor rate on the notional amount. Conversely, if the exchange rate rises above the defined ceiling, the Company will pay to the counterparties the difference between the actual rate and the ceiling rate on the notional amount. The contracts expire upon the maturity date of each note.
11
2. Derivative Instruments, Hedging and Risk Management Activities (Continued)
a) Foreign currency risk management (Continued)
One of the Euro zero cost collars was settled on December 31, 2004, with cash of US$ 18 being received.
The call and put portion of the Companys zero cost foreign exchange collars at June 30, 2005 have a fair value of US$ 17 and US$ 1, respectively (US$ 18 and US$ 3 at December 31, 2004, respectively).
b) Crude oil price risk management
The Company is exposed to crude oil price risks as a result of the fluctuation of crude oil and oil product prices. The Companys crude oil price risk management activities primarily consist of futures contracts traded on stock exchanges and options and swaps entered into with major financial institutions. The futures contracts provide economic hedges to anticipated crude oil purchases and sales, generally forecast to occur within a 30 to 360 day period, and reduce the Companys exposure to volatile commodity prices.
The Company's exposure on these contracts is limited to the difference between contract value and market value on the volumes hedged. Crude future contracts are marked to market and related gains and losses are recognized currently under earnings, irrespective of when physical crude sales occur. During the six-month periods ended June 30, 2005 and 2004, the Company carried out economic hedging activities on 13.8% and 44.5%, respectively, of its total traded volume (imports and exports). The open positions on the futures market, compared to spot market value, resulted in a loss of US$ 1 and a loss of US$ 16 during the six-month periods ended June 30, 2005 and 2004, respectively.
12
2. Derivative Instruments, Hedging and Risk Management Activities (Continued)
c) Natural gas derivative contract
In connection with the long-term contract to buy gas (The Gas Supply Agreement or "GSA") to supply thermoelectric plants and for other uses in Brazil, the Company entered into a contract, with a gas producer that constituted a derivative financial instrument under SFAS 133. This contract, the Natural Gas Price Volatility Reduction Contract (the "PVRC"), was executed with the purpose to reduce the volatility of price under the GSA.
The terms of the PVRC include for the period from 2005 to 2019, a collar with PETROBRAS receiving cash payments when the calculated price is over the established ceiling and PETROBRAS making cash payments when the price is below the established floor, with no cash payments being made when the price is between the ceiling and the floor.
As of June 30, 2005 and December 31, 2004, the Company recorded a liability of US$ 148 and US$ 153, respectively, which is deemed a deferred purchase incentive, and which is being amortized into cost of sales on the basis of the volumes anticipated under the PVRC. At June 30, 2005, the Company recorded a gain in the amount of US$ 3, net of deferred tax effect of US$ 2, related to the amortization of this deferred purchase incentive.
As of June 30, 2005 and December 31, 2004, the Company recorded a derivative asset based on the fair value calculation in the amount of US$ 497 and US$ 635, respectively. At June 30, 2005 the Company recorded a mark-to-market (or MTM) loss in the amount of US$ 68, net of deferred tax effect of US$ 35. The derivative losses are recorded as a component of financial expenses. The decrease in the fair value calculation for the PVRC contract was principally attributable to a change in Bolivia Hydrocarbon Tax Law, whose concepts are included in calculation of the ceiling and floor price.
13
2. Derivative Instruments, Hedging and Risk Management Activities (Continued)
d) Interest Rate Risk Management
The Companys interest rate risk is a function of the Companys long-term debt and, to a lesser extent, short-term debt. The Companys foreign currency floating rate debt is principally subject to fluctuations in LIBOR and the Companys floating rate debt denominated in Reais is principally subject to fluctuations in the Brazilian long-term interest rate (TJLP), as fixed by the Brazilian Central Bank. The Company currently does not utilize derivative financial instruments to manage its exposure to fluctuations in interest rates. However, the Company has been studying various forms of derivatives to reduce its exposure to interest rate fluctuations and may use these financial instruments in the future.
e) Risk management activity at PEPSA
PEPSA also uses derivative instruments such as options, swaps and others, mainly to mitigate the impact of changes in crude oil prices, interest rates and future exchange rates. Such derivative instruments are designed to mitigate specific exposures, and are assessed periodically to assure high correlation of the derivative instrument to the risk exposure identified and to assure the derivative is highly effective in offsetting changes in cash flows inherent in the covered risk. PEPSA qualifies for hedge accounting treatment for its crude oil derivative instruments and its interest rate swap derivative instruments.
14
3. Income Taxes
Substantially all of the Companys taxable income is generated in Brazil and is therefore subject to the Brazilian statutory tax rate. The following table reconciles the tax calculated based upon statutory tax rates to the income taxes expense recorded in these consolidated financial statements.
Six-month period ended June, 30 | ||||
2005 | 2004 | |||
Income before income taxes and minority interest | 6,614 | 3,904 | ||
Tax expense at statutory rates (34 %) | (2,249) | (1,327) | ||
Adjustments to derive effective tax rate: | ||||
Non-deductible post-retirement and health-benefits | (118) | (72) | ||
Tax benefit on interest on shareholders equity | 317 | 139 | ||
Others | (33) | (73) | ||
Income tax expense per consolidated statement of income | (2,083) | (1,333) | ||
4. Inventories | ||||
June 30, | December 31, | |||
2005 | 2004 | |||
Products | ||||
Oil products | 2,372 | 1,728 | ||
Fuel alcohol | 69 | 72 | ||
2,441 | 1,800 | |||
Raw materials, mainly crude oil | 2,221 | 2,286 | ||
Materials and supplies | 770 | 697 | ||
Others | 202 | 121 | ||
5,634 | 4,904 | |||
15
5. Receivable from Federal Government
a) Changes in the Petroleum and alcohol account
The following summarizes the changes in the Petroleum and alcohol account for the six-month period ended June 30, 2005:
Six-month period ended | ||
June 30, 2005 | ||
Opening balance | 282 | |
Financial income | 4 | |
Translation gain | 36 | |
Ending balance | 322 | |
b) Certification by the Federal Government
The ANP/STN Integrated Audit Committee submitted, on June 23, 2004, its final report certifying and approving the balance of the Petroleum and alcohol account. The conclusion of this audit process for the Petroleum and alcohol account establishes the basis for concluding the settlement process between the Federal Government and PETROBRAS.
c) National Treasury Bonds Series H (NTN-H)
The Company and the Federal Government reached an agreement whereby the Federal Government issued National Treasury Bonds - H (NTN-H) into a federal depositary on behalf of the Company to support the balance of the Petroleum and alcohol account.
As of June 30, 2004, there were 138,791 National Treasury Notes series H (NTN-H), in the amount of US$ 56, at which time the balance of the Petroleum and alcohol account was US$ 241. Upon maturity of the NTNs-H, the Federal Government made US$ 3 available to PETROBRAS and the remaining US$ 53 was deposited in an account in the Companys name, however, such amount is restricted from use by order of STN. The legal, valid, and binding nature of the account is not affected by any difference between the balance of the account and the value of the outstanding bonds.
16
5. Receivable from Federal Government (Continued)
d) Settlement of the Petroleum and alcohol account with the Federal Government
The remaining balance of the Petroleum and alcohol account may be paid as follows:
6. Financings
a) Short-term debt
The Company's short-term borrowings are principally sourced from commercial banks and include import and export financing denominated in United States dollars, as follows:
June 30, | December 31, | |||
2005 | 2004 | |||
Imports - oil and equipment | 482 | 456 | ||
Working capital | 605 | 91 | ||
1,087 | 547 | |||
The weighted average annual interest rates on outstanding short-term borrowings were 4.56% and 4.43% at June 30, 2005 and December 31, 2004, respectively.
17
6. Financings (Continued)
b) Long-term debt
June 30, | December 31, | |||
2005 | 2004 | |||
Foreign currency | ||||
Notes | 5,644 | 6,440 | ||
Financial institutions | 3,244 | 3,217 | ||
Sale of future receivables | 1,635 | 1,707 | ||
Suppliers credits | 1,096 | 726 | ||
Senior exchangeable notes | 330 | 330 | ||
Assets related to export program to be offset against | ||||
sales of future receivables | (300) | (300) | ||
Repurchased securities (1) | (346) | (291) | ||
11,303 | 11,829 | |||
Local currency | ||||
Debentures | 936 | 814 | ||
National Economic and Social Development | ||||
Bank BNDES | 320 | 343 | ||
Debentures (related party) | 301 | 274 | ||
Others | 96 | 84 | ||
1,653 | 1,515 | |||
Total | 12,956 | 13,344 | ||
Current portion of long-term debt | (1,372) | (1,199) | ||
11,584 | 12,145 | |||
(1) |
At June 30, 2005 and December 31, 2004, the Company had amounts invested abroad in an exclusive investment fund that held debt securities of some of the PETROBRAS group companies and some of the SPEs that the Company consolidates according to FIN
46, in the total amount of US$ 2,068 and US$ 2,013, respectively. These securities are considered to be extinguished, and thus the related amounts, together with applicable interest have been removed from the presentation of marketable securities
and long-term debt, of US$ 346 and US$ 291, respectively, and project financings, of US$ 1,722 in both periods. See also Note 8. Gains and losses on extinguishment are recognized as incurred. Subsequent reissuances of notes at amounts greater or
lower than par are recorded as premium or discounts and are amortized over the life of the notes. In the six-month period ended June 30, 2005, PETROBRAS recognized net losses on extinguishment of debt of US$ 15 and had no debt reissuances. |
18
6. Financings (Continued)
b) Long-term debt (Continued)
June 30, 2005 | December 31, 2004 | |||
Currency | ||||
United States dollars | 10,563 | 10,949 | ||
Japanese Yen | 462 | 553 | ||
Euro | 278 | 326 | ||
Others | - | 1 | ||
11,303 | 11,829 | |||
The long-term portion at June 30, 2005 becomes due in the following years:
2006 | 739 | |
2007 | 2,051 | |
2008 | 1,568 | |
2009 | 865 | |
2010 | 1,490 | |
2011 and thereafter | 4,871 | |
11,584 | ||
19
6. Financings (Continued)
b) Long-term debt (Continued)
Interest rates on long-term debt were as follows:
June 30, | December 31 | |||
2005 | 2004 | |||
Foreign currency | ||||
6% or less | 4,085 | 4,769 | ||
Over 6% to 8% | 2,385 | 2,178 | ||
Over 8% to 10% | 4,482 | 4,552 | ||
Over 10% to 15% | 351 | 330 | ||
11,303 | 11,829 | |||
Local currency | ||||
6% or less | 373 | 393 | ||
Over 8% to 10% | 275 | 248 | ||
Over 10% to 15% | 1,005 | 874 | ||
1,653 | 1,515 | |||
12,956 | 13,344 | |||
7. Financial Income (Expenses), Net
Financial expenses, financial income and monetary and exchange variation on monetary assets and liabilities, net, allocated to income for the six-month periods ended June 30, 2005 and 2004 are shown as follows:
Six-month period ended June 30, | ||||
2005 | 2004 | |||
Financial expenses | ||||
Loans and financings | (539) | (549) | ||
Capitalized interest | 251 | 110 | ||
Leasing | (48) | (57) | ||
Project financings | (142) | (188) | ||
Losses on derivative instruments | (87) | (125) | ||
Repurchased securities losses | (15) | (113) | ||
Losses on fair value of gas hedge | (103) | - | ||
Others | (61) | (13) | ||
(744) | (935) | |||
Financial income | ||||
Investments | (68) | 341 | ||
Advances to suppliers | 18 | 16 | ||
Government securities | 24 | 10 | ||
Others | 111 | 78 | ||
85 | 445 | |||
Monetary and exchange variation | ||||
Monetary and exchange variation on monetary assets | 93 | 252 | ||
Monetary and exchange variation on monetary liabilities | 360 | (572) | ||
453 | (320) | |||
(206) | (810) | |||
20
8. Project Financings
Since 1997, the Company has utilized project financing to provide capital for the continued development of the Companys exploration and production and related projects. Project financing special purpose entities are consolidated on a line by line basis and the project financings obligation represents the debt of the consolidated SPE with the third-party lender. The Companys responsibility under these contracts is to complete the development of the oil and gas fields, operate the fields, pay for all operating expenses related to the projects and remit a portion of the net proceeds generated from the fields to fund the special purpose companies debt and return on equity payments. At the conclusion of the term of each financing project, the Company will have the option to purchase the leased or transferred assets from the consolidated special purpose company.
The following summarizes the liabilities related to the projects that were in progress at June 30, 2005 and December 31, 2004:
June 30, | December 31, | |||
2005 | 2004 | |||
Barracuda/Caratinga | 2,686 | 2,534 | ||
Companhia Locadora de Equipamentos Petrolíferos CLEP (1) | 1,724 | 1,700 | ||
Cabiúnas | 964 | 1,045 | ||
Espadarte/Voador/Marimbá (EVM) | 457 | 516 | ||
Nova Marlim | 460 | 386 | ||
Marlim | 584 | 593 | ||
Nova Transportadora do Sudeste NTS | 288 | 260 | ||
Nova Transportadora do Nordeste NTN | 223 | 141 | ||
PDET S.A. | 187 | 111 | ||
Pargo, Carapeba, Garoupa and Cherne (PCGC) | 52 | 67 | ||
Albacora | 75 | 81 | ||
Transportadora Urucu Manaus (2) | 61 | - | ||
Repurchased securities (3) | (1,722) | (1,722) | ||
6,039 | 5,712 | |||
Current portion of project financings | (2,067) | (1,313) | ||
3,972 | 4,399 | |||
(1) | Former Langstrand Holdings S.A. |
(2) | Transportadora Urucu - Manaus S.A is responsible for the development of a Gas and Energy project which relates to the construction of a 395 km gas pipeline between Coari and Manaus. |
(3) |
At June 30, 2005 and December 31, 2004, the Company had amounts invested abroad in an exclusive investment fund. These securities are considered to be extinguished, and thus the related amounts, together with applicable interest have been removed
from the presentation of marketable securities and project financings. See also Note 6. |
21
8. Project Financings (Continued)
At June 30, 2005, the long-term portion of project financing becomes due in the following years:
2006 | 766 | |
2007 | 955 | |
2008 | 729 | |
2009 | 620 | |
2010 | 855 | |
2011 and thereafter | 47 | |
3,972 | ||
As of June 30, 2005, the amounts of cash outlay commitments assumed related to consolidated structured project financings are presented as follows:
PDET S.A. | 723 | |
Nova Transportadora do Sudeste NTS | 176 | |
Nova Transportadora do Nordeste NTN | 225 | |
1,124 | ||
22
9. Capital Lease Obligations
The Company leases certain offshore platforms and vessels, which are accounted for as capital leases. At June 30, 2005, these assets had a net book value of US$ 1,484 (US$ 1,518 at December 31, 2004).
The following is a schedule by year of the future minimum lease payments at June 30, 2005:
2005 | 181 | |
2006 | 297 | |
2007 | 276 | |
2008 | 243 | |
2009 | 220 | |
2010 | 171 | |
2011 and thereafter | 207 | |
Estimated future lease payments | 1,595 | |
Less amount representing interest at 6.2% to 12.0% annual | (370) | |
Less amount representing executory costs | (2) | |
Present value of minimum lease payments | 1,223 | |
Less current portion of capital lease obligations | (250) | |
Long-term portion of capital lease obligations | 973 | |
10. Thermoelectric Liabilities
The balance of thermoelectric obligations was US$ 825 and US$ 1,095 at June 30, 2005 and December 31, 2004, respectively.
On August 13, 2004, the Board of Directors of PETROBRAS approved the financial conditions for the acquisition of 100% interest of Eletrobolt Thermoelectric plant. The documentation for acquisition of Sociedade Fluminense de Energia (SFE), the owner of Eletrobolt, was signed April 29, 2005, thus concluding the process for acquisition of that company. The agreed-upon price of its shares is US$ 65. The Companys previous investment on Eletrobolt was being accounted for in accordance to FIN 46 and the acquisition was accounted for as a business combination but had no material impact on PETROBRAS consolidated accounting records. Due to the immateriality, proforma information has not been presented.
23
10. Thermoelectric Liabilities (Continued)
In February, 2005, in order to facilitate the financial restructuring process of Termorio, PETROBRAS acquired the remaining 50% interest of Termorio´s voting capital from NRG for US$ 83 bringing its ownership to 100% of total and voting capital. The Companys previous investment on Termorio was being accounted for in accordance to FIN 46 and the acquisition was accounted for as a business combination but had no material impact on PETROBRAS consolidated accounting records. Due to the immateriality, proforma information has not been presented.
On June 24, 2005, PETROBRAS acquired Termoceará Ltda. This is a plant with net generation capacity of 220 MW/h, of the Merchant type, for which PETROBRAS executed between 2001 and 2002 a contract with a clause for contingent payments related to taxes, charges and tariffs, operational costs, maintenance and investments (capacity), in case the plant did not generate revenues sufficient to cover these costs. The acquisition price was equal to US$ 137, of which US$ 81 related to the purchase of tangible assets of the thermoelectric plant and US$ 56 was designated to settle of payables to the lenders of the project (BNDES and Eximbank). The excess of amounts paid over fair value of assets acquired is attributable to intangible assets and goodwill. The Companys previous investment on Termoceará was being accounted for in accordance to FIN 46 and the acquisition was accounted for as a business combination but had no material impact on PETROBRAS consolidated accounting records. Due to the immateriality, proforma information has not been presented.
24
11. Employees Postretirement Benefits and Other Benefits
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. In 2004, the Company made contributions of US$ 221 to pension and health care plans.
Net periodic benefit cost includes the following components:
As of June 30, | ||||||||
2005 | 2004 | |||||||
Health | Health | |||||||
Pension | care | Pension | care | |||||
benefits | benefits | benefits | benefits | |||||
Service cost benefits earned during the period | 70 | 35 | 66 | 22 | ||||
Interest on projected benefit obligation | 653 | 231 | 426 | 169 | ||||
Expected return on plan assets | (442) | - | (300) | - | ||||
Amortization of net (gain)/ loss | 187 | 70 | - | - | ||||
Translation (gain)/ loss | 1 | (1) | (14) | (10) | ||||
Recognized actuarial loss | - | - | 120 | 40 | ||||
469 | 335 | 298 | 221 | |||||
Employees contributions | (59) | - | (49) | - | ||||
Net periodic benefit cost | 410 | 335 | 249 | 221 | ||||
12. Shareholders Equity
The Companys subscribed and fully paid-in capital at June 30, 2005 and December 31, 2004 consisted of 634,168,418 common shares and 462,369,507 preferred shares.
The dividends for the year ended 2004, as approved at the General Shareholders Meeting held March 31, 2005, amounted to US$ 1,900, corresponding to R$ 4.60 per share (US$ 1.73 per share calculated by year-end exchange rate), include the portion of interest on shareholders equity approved by the Board of Directors on September 17, 2004 and paid to the shareholders on February 15, 2005, amounting to US$ 1,239, corresponding to R$ 3.00 per share (US$ 1.13 per share calculated by year-end exchange rate). The balance of dividends (US$ 248) and the portion of the interest on shareholders equity (US$ 413) were made available to stockholders on May 17, 2005, the deadline stipulated pursuant to Articles 132, item II, and 205, paragraph 3, of the Brazilian Corporation Law (No. 6.404/76) .
25
12. Shareholders Equity (Continued)
On June 17, 2005, the Board of Directors of the Company approved the distribution of interest on shareholders equity to shareholders in the amount of US$ 933, as provided for in article 9 of Law No. 9,249/95 and Decrees No. 2,673/98 and No. 3,381/00.
This amount will be made available to shareholders up to January 31, 2006, based on their shareholdings at June 30, 2005, corresponding to US$ 0.85 per common and preferred share, and will be discounted from the dividends that come to be determined based on adjusted net income for 2005, and monetarily adjusted by reference to the Selic variation if paid before December 31, 2006, from the date of actual payment through to the end of said year. If paid in 2005, the amount to be distributed will be monetarily adjusted based on the Selic variation as from December 31, 2005 to the date of beginning of payment.
Basic and diluted earnings per share amounts have been calculated as follows:
Six-month period ended June 30, | ||||
2005 | 2004 | |||
Net income for the period | 4,165 | 2,644 | ||
Less priority preferred share dividends | (377) | (244) | ||
Less common shares dividends, up to the priority preferred shares | ||||
dividends on a per-share basis | (517) | (335) | ||
Remaining net income to be equally allocated to common and preferred | ||||
shares | 3,271 | 2,065 | ||
Weighted average number of shares outstanding | ||||
Common/ADS | 634,168,418 | 634,168,418 | ||
Preferred/ADS | 462,369,507 | 462,369,507 | ||
Basic and diluted earnings per share | ||||
Common/ADS and Preferred/ADS | 3.80 | 2.41 |
26
13. 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 determinable.
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 managements best judgment, the Company has recorded accruals in amounts sufficient to provide for losses that are considered probable and reasonably estimable. The following presents these accruals by nature of claim:
June 30, | December 31, | |||
2005 | 2004 | |||
Labor claims | 32 | 26 | ||
Tax claims | 91 | 73 | ||
Civil claims | 141 | 123 | ||
Commercials claims and other contingencies | 36 | 35 | ||
300 | 257 | |||
Contingencies for joint liability | 79 | 107 | ||
Total | 379 | 364 | ||
Current contingencies | 91 | 131 | ||
Long-term contingencies | 288 | 233 | ||
As of June 30, 2005 and December 31, 2004, in accordance with Brazilian law, the Company had paid US$ 866 and US$ 699, 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.
27
13. Commitments and Contingencies (Continued)
b) Environmental matters
The Company is subject to various environmental laws and regulations. These laws regulate the activities involving 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.
28
14. Segment Information
The following presents the Company's assets by segment:
As of June 30, 2005 | ||||||||||||||||
Exploration | International | |||||||||||||||
and | Gas and | (see separate | ||||||||||||||
Production | Supply | Energy | disclosure) | Distribution | Corporate | Eliminations | Total | |||||||||
Current assets | 2,437 | 8,929 | 1,130 | 2,300 | 2,011 | 7,719 | (3,149) | 21,377 | ||||||||
Cash and cash equivalents | 560 | 480 | 261 | 545 | 101 | 5,282 | - | 7,229 | ||||||||
Other current assets | 1,877 | 8,449 | 869 | 1,755 | 1,910 | 2,437 | (3,149) | 14,148 | ||||||||
Investments in non-consolidated companies | ||||||||||||||||
and other investments | 9 | 806 | 337 | 522 | 20 | 100 | - | 1,794 | ||||||||
Property, plant and equipment, net | 23,810 | 7,596 | 5,246 | 4,329 | 1,187 | 832 | (33) | 42,967 | ||||||||
Non current assets | 1,263 | 389 | 1,283 | 388 | 280 | 5,046 | (3,587) | 5,062 | ||||||||
Petroleum and alcohol account | - | - | - | - | - | 322 | - | 322 | ||||||||
Government securities | - | - | - | - | - | 352 | - | 352 | ||||||||
Other assets | 1,263 | 389 | 1,283 | 388 | 280 | 4,372 | (3,587) | 4,388 | ||||||||
Total assets | 27,519 | 17,720 | 7,996 | 7,539 | 3,498 | 13,697 | (6,769) | 71,200 | ||||||||
29
14. Segment Information (Continued)
As of June 30, 2005 | ||||||||||||||
International | ||||||||||||||
Exploration | ||||||||||||||
and | Gas and | |||||||||||||
Production | Supply | Energy | Distribution | Corporate | Eliminations | Total | ||||||||
Current assets | 1,449 | 707 | 402 | 86 | 711 | (1,055) | 2,300 | |||||||
Cash and cash equivalents | 141 | 46 | 4 | 5 | 349 | - | 545 | |||||||
Other current assets | 1,308 | 661 | 398 | 81 | 362 | (1,055) | 1,755 | |||||||
Investments in non-consolidated companies | ||||||||||||||
and other investments | 170 | 47 | 246 | - | 59 | - | 522 | |||||||
Property, plant and equipment, net | 3,471 | 521 | 207 | 75 | 55 | - | 4,329 | |||||||
Non current assets | 377 | 32 | 32 | 23 | 1,666 | (1,742) | 388 | |||||||
Other assets | 377 | 32 | 32 | 23 | 1,666 | (1,742) | 388 | |||||||
Total assets | 5,467 | 1,307 | 887 | 184 | 2,491 | (2,797) | 7,539 | |||||||
30
14. Segment Information (Continued)
As of December 31, 2004 | ||||||||||||||||
Exploration | International | |||||||||||||||
and | Gas and | (see separate | ||||||||||||||
Production | Supply | Energy | disclosure) | Distribution | Corporate | Eliminations | Total | |||||||||
Current assets | 2,551 | 7,341 | 1,139 | 1,940 | 1,717 | 6,506 | (1,768) | 19,426 | ||||||||
Cash and cash equivalents | 878 | 496 | 178 | 490 | 104 | 4,710 | - | 6,856 | ||||||||
Other current assets | 1,673 | 6,845 | 961 | 1,450 | 1,613 | 1,796 | (1,768) | 12,570 | ||||||||
Investments in non-consolidated companies | ||||||||||||||||
and other investments | 8 | 919 | 307 | 516 | 25 | 87 | - | 1,862 | ||||||||
Property, plant and equipment, net | 20,458 | 6,333 | 4,506 | 4,160 | 1,011 | 571 | (19) | 37,020 | ||||||||
Non current assets | 1,270 | 438 | 1,331 | 316 | 265 | 6,783 | (5,629) | 4,774 | ||||||||
Petroleum and alcohol account | - | - | - | - | - | 282 | - | 282 | ||||||||
Government securities | - | - | - | - | - | 326 | - | 326 | ||||||||
Other assets | 1,270 | 438 | 1,331 | 316 | 265 | 6,175 | (5,629) | 4,166 | ||||||||
Total assets | 24,287 | 15,031 | 7,283 | 6,932 | 3,018 | 13,947 | (7,416) | 63,082 | ||||||||
31
14. Segment Information (Continued)
As of December 31, 2004 | ||||||||||||||
International | ||||||||||||||
Exploration | ||||||||||||||
and | Gas and | |||||||||||||
Production | Supply | Energy | Distribution | Corporate | Eliminations | Total | ||||||||
Current assets | 1,112 | 579 | 272 | 99 | 638 | (760) | 1,940 | |||||||
Cash and cash equivalents | 151 | 45 | 2 | 6 | 286 | - | 490 | |||||||
Other current assets | 961 | 534 | 270 | 93 | 352 | (760) | 1,450 | |||||||
Investments in non-consolidated companies | ||||||||||||||
and other investments | 159 | 50 | 239 | - | 68 | - | 516 | |||||||
Property, plant and equipment, net | 3,317 | 507 | 199 | 87 | 50 | - | 4,160 | |||||||
Non current assets | 310 | 26 | 11 | 11 | 1,399 | (1,441) | 316 | |||||||
Other assets | 310 | 26 | 11 | 11 | 1,399 | (1,441) | 316 | |||||||
Total assets | 4,898 | 1,162 | 721 | 197 | 2,155 | (2,201) | 6,932 | |||||||
32
14. Segment Information (Continued)
Revenues and net income by segment are as follows:
Six-month period ended June 30, 2005 | ||||||||||||||||
Exploration | International | |||||||||||||||
and | Gas and | (see separate | ||||||||||||||
Production | Supply (1) | Energy | disclosure) | Distribution | Corporate | Eliminations | Total | |||||||||
(1) | ||||||||||||||||
Net operating revenues to third parties | 799 | 14,189 | 845 | 1,725 | 6,870 | - | - | 24,428 | ||||||||
Inter-segment net operating revenues | 11,544 | 5,368 | 525 | 372 | 106 | - | (17,915) | - | ||||||||
Net operating revenues | 12,343 | 19,557 | 1,370 | 2,097 | 6,976 | - | (17,915) | 24,428 | ||||||||
Cost of Sales | (4,714) | (16,469) | (937) | (1,059) | (6,292) | - | 16,857 | (12,614) | ||||||||
Depreciation, depletion and amortization | (732) | (320) | (47) | (231) | (45) | (26) | - | (1,401) | ||||||||
Exploration, including exploratory dry holes | (230) | - | - | (46) | - | - | - | (276) | ||||||||
Selling, general and administrative expenses | (152) | (541) | (138) | (190) | (416) | (450) | - | (1,887) | ||||||||
Research and development expenses | (61) | (21) | (10) | (1) | (1) | (72) | - | (166) | ||||||||
Other operating expenses | (33) | (22) | (92) | (29) | - | - | - | (176) | ||||||||
Costs and expenses | (5,922) | (17,373) | (1,224) | (1,556) | (6,754) | (548) | 16,857 | (16,520) | ||||||||
Equity in results of non-consolidated companies | - | 5 | 31 | 33 | - | 5 | - | 74 | ||||||||
Financial income (expenses), net | 139 | 21 | (61) | (218) | (17) | (70) | - | (206) | ||||||||
Employee benefit expense for non active | ||||||||||||||||
participants | - | (1) | - | - | (19) | (438) | - | (458) | ||||||||
Other taxes | (9) | (15) | (11) | (21) | (32) | (79) | - | (167) | ||||||||
Other expenses, net | (41) | (82) | (154) | 7 | (27) | (183) | (57) | (537) | ||||||||
Income (loss) before income taxes and | 6,510 | 2,112 | (49) | 342 | 127 | (1,313) | (1,115) | 6,614 | ||||||||
minority interest | ||||||||||||||||
Income tax benefits (expense) | (2,190) | (676) | (4) | (116) | (57) | 584 | 376 | (2,083) | ||||||||
Minority interest | (217) | (34) | (73) | (42) | - | - | - | (366) | ||||||||
Net income (loss) | 4,103 | 1,402 | (126) | 184 | 70 | (729) | (739) | 4,165 | ||||||||
(1) | In 2005 revenues from commercialization of oil to third parties are being classified in accordance with the points of sale, which could be Exploration & Production or Supply segments. Until 2004, revenues from commercialization of oil were completely allocated to Exploration & Production. This classification generated no significant impact on the results reported for these segments and segments information has not been restated as it is impractical to gather and collect data for prior periods as to point of sale. |
33
14. Segment Information (Continued)
Six-month period ended June 30, 2005 | ||||||||||||||
International | ||||||||||||||
Exploration | ||||||||||||||
and | Gas and | |||||||||||||
Production | Supply | Energy | Distribution | Corporate | Eliminations | Total | ||||||||
Net operating revenues to third parties | 456 | 506 | 241 | 522 | - | - | 1,725 | |||||||
Inter-segment net operating revenues | 655 | 625 | 15 | 1 | - | (924) | 372 | |||||||
Net operating revenues | 1,111 | 1,131 | 256 | 523 | - | (924) | 2,097 | |||||||
Cost of sales | (271) | (1,004) | (199) | (502) | - | 917 | (1,059) | |||||||
Depreciation, depletion and amortization | (181) | (32) | (6) | (5) | (7) | - | (231) | |||||||
Exploration, including exploratory dry holes | (46) | - | - | - | - | - | (46) | |||||||
Selling, general and administrative expenses | (54) | (29) | (3) | (32) | (72) | - | (190) | |||||||
Research and development expenses | - | - | - | - | (1) | - | (1) | |||||||
Other operating expenses | (38) | 5 | 6 | - | (3) | 1 | (29) | |||||||
Costs and expenses | (590) | (1,060) | (202) | (539) | (83) | 918 | (1,556) | |||||||
Equity in results of non-consolidated companies | 3 | 8 | 2 | - | 19 | 1 | 33 | |||||||
Financial income (expenses), net | (134) | (2) | - | - | (82) | - | (218) | |||||||
Other taxes | (2) | (3) | - | (1) | (15) | - | (21) | |||||||
Other expenses, net | (1) | - | - | - | 8 | - | 7 | |||||||
Income (loss) before income taxes and | ||||||||||||||
minority interest | 387 | 74 | 56 | (17) | (153) | (5) | 342 | |||||||
Income tax benefits (expense) | (133) | (20) | (13) | 6 | 44 | - | (116) | |||||||
Minority interest | (32) | (15) | (6) | 2 | 9 | - | (42) | |||||||
Net income (loss) | 222 | 39 | 37 | (9) | (100) | (5) | 184 | |||||||
34
14. Segment Information (Continued)
Six-month period ended June 30, 2004 | ||||||||||||||||
Exploration | International | |||||||||||||||
and | Gas and | (see separate | ||||||||||||||
Production | Supply | Energy | disclosure) | Distribution | Corporate | Eliminations | Total | |||||||||
Net operating revenues to third parties | 1,156 | 9,417 | 738 | 1,436 | 4,042 | - | - | 16,789 | ||||||||
Inter-segment net operating revenues | 7,329 | 3,291 | 133 | 188 | 72 | - | (11,013) | - | ||||||||
Net operating revenues (1) | 8,485 | 12,708 | 871 | 1,624 | 4,114 | - | (11,013) | 16,789 | ||||||||
Cost of Sales | (3,184) | (11,117) | (829) | (827) | (3,693) | - | 10,975 | (8,675) | ||||||||
Depreciation, depletion and amortization | (679) | (192) | (48) | (214) | (18) | (12) | - | (1,163) | ||||||||
Exploration, including exploratory dry holes | (160) | - | - | (44) | - | - | - | (204) | ||||||||
Selling, general and administrative expenses | (106) | (416) | (75) | (153) | (226) | (270) | 67 | (1,179) | ||||||||
Research and development expenses | (51) | (27) | (4) | (1) | (2) | (29) | - | (114) | ||||||||
Other operating expenses | (29) | (53) | (44) | (34) | - | - | 17 | (143) | ||||||||
Costs and expenses | (4,209) | (11,805) | (1,000) | (1,273) | (3,939) | (311) | 11,059 | (11,478) | ||||||||
Equity in results of non-consolidated companies | - | 13 | 41 | 47 | - | 1 | - | 102 | ||||||||
Financial income (expenses), net | (304) | (70) | (139) | (213) | (12) | (72) | - | (810) | ||||||||
Employee benefit expense | - | - | - | - | - | (312) | - | (312) | ||||||||
Other taxes | (3) | (14) | (13) | (17) | (25) | (198) | - | (270) | ||||||||
Other expenses, net | (47) | (21) | (17) | 22 | (16) | (39) | 1 | (117) | ||||||||
Income (loss) before income taxes and | ||||||||||||||||
minority interest | 3,922 | 811 | (257) | 190 | 122 | (931) | 47 | 3,904 | ||||||||
Income tax benefits (expense) | (1,533) | (260) | 52 | (4) | (46) | 473 | (15) | (1,333) | ||||||||
Minority interest | 61 | (5) | 70 | (53) | - | - | - | 73 | ||||||||
Net income (loss) | 2,450 | 546 | (135) | 133 | 76 | (458) | 32 | 2,644 | ||||||||
(1) | Net operating revenues and the cost of sales relative to the periods prior to third quarter of 2004 were reclassified between the International segment and the Supply segment in relation to offshore operations that were being allocated to the International segment. There was no significant impact on the results reported for these segments. . |
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14. Segment Information (Continued)
Six-month period ended June 30, 2004 | ||||||||||||||
International | ||||||||||||||
Exploration | ||||||||||||||
and | Gas and | |||||||||||||
Production | Supply | Energy | Distribution | Corporate | Eliminations | Total | ||||||||
Net operating revenues to third parties | 350 | 457 | 181 | 433 | 15 | - | 1,436 | |||||||
Inter-segment net operating revenues | 508 | 521 | 14 | 5 | - | (860) | 188 | |||||||
Net operating revenues | 858 | 978 | 195 | 438 | 15 | (860) | 1,624 | |||||||
Cost of sales | (221) | (845) | (157) | (440) | (15) | 851 | (827) | |||||||
Depreciation, depletion and amortization | (167) | (31) | (6) | (5) | (5) | - | (214) | |||||||
Exploration, including exploratory dry holes | (44) | - | - | - | - | - | (44) | |||||||
Selling, general and administrative expenses | (46) | (24) | (4) | (29) | (50) | - | (153) | |||||||
Research and development expenses | - | - | - | - | (1) | - | (1) | |||||||
Other operating expenses | - | - | (34) | - | - | - | (34) | |||||||
Costs and expenses | (478) | (900) | (201) | (474) | (71) | 851 | (1,273) | |||||||
Equity in results of non-consolidated | ||||||||||||||
companies | 2 | 8 | 7 | - | 30 | - | 47 | |||||||
Financial income (expenses), net | (153) | (5) | - | - | (55) | - | (213) | |||||||
Other taxes | (2) | (3) | - | (3) | (9) | - | (17) | |||||||
Other expenses, net | (26) | 1 | 39 | - | 8 | - | 22 | |||||||
Income (loss) before income taxes and | ||||||||||||||
minority interest | 201 | 79 | 40 | (39) | (82) | (9) | 190 | |||||||
Income tax benefits (expense) | (72) | (22) | (6) | 14 | 82 | - | (4) | |||||||
Minority interest | 3 | (2) | (1) | (2) | (51) | - | (53) | |||||||
Net income (loss) | 132 | 55 | 33 | (27) | (51) | (9) | 133 | |||||||
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14. Segment Information (Continued)
Capital expenditures incurred by segment for the six-month periods ended June 30, 2005 and 2004 are as follows:
Six-month period ended June 30, | ||||
2005 | 2004 | |||
Exploration and Production | 2,578 | 1,875 | ||
Supply | 803 | 626 | ||
Gas and Energy | 342 | 73 | ||
International | ||||
Exploration and Production | 361 | 218 | ||
Supply | 26 | 21 | ||
Distribution | 4 | 7 | ||
Gas and Energy | 7 | 3 | ||
Distribution | 94 | 47 | ||
Corporate | 190 | 85 | ||
4,405 | 2,955 | |||
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15. Subsequent Events
a) Stock split
On July 22, 2005, the Extraordinary General Meeting approved a four to one stock split, resulting in the distribution of 3 (three) new shares of the same class for each share held, based on the shareholding structure at August 31, 2005. At the same date, an amendment to Article 4 of the Companys By Laws to cause capital be divided into 4,386,151 thousand shares, of which 2,536,673 thousand are common and 1,849,478 thousand are preferred shares, with no nominal value, was approved; such amendment to the Companys By Laws will be effective from September 1, 2005. The relation between American Depository Receipt (ADR) and shares of each class will be changed from one to four shares for one ADR. The effect of the stock split will be reflected retrospectively in all future financial statements issued after the effective date of stock split.
b) Acquisition of CEG-RIO
PETROBRAS, through its subsidiary Petrobras Gás S/A - GASPETRO, concluded on July 11, 2005 the acquisition of 12.41% of the shares (common and preferred) of Distribuidora de Gás Natural Canalizado CEG-RIO, for US$16.5. With this acquisition, the shareholdings of GASPETRO in said company are increased to 37.41% . The Company will account for its investment using the equity method, retrospectively from the date of the initial investment.
c) Approval of Shelf Registration by Securities and Exchange Commission SEC
On July 28, Securities and Exchange Commission SEC approved the Shelf Registration of PETROBRAS and its subsidiary PETROBRAS INTERNACIONAL FINANCE COMPANY, enabling the Company to issue fixed or variable marketable securities of up to US$ 6.5 billion over the next 24 months. Such issuances, if and when occurring, to be subject to registered debt offering memorandums and other public offerings requirements.
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PETRÓLEO BRASILEIRO S.A--PETROBRAS |
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By: |
/S/ José Sergio Gabrielli de Azevedo
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José Sergio Gabrielli de Azevedo
Chief Financial Officer and Investor Relations Director |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.