Annual Report and
Form 20-F
2022
—
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F
ANNUAL REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
for the fiscal year ended December 31, 2022
Commission File Number 001-15106
Petróleo Brasileiro S.A. — Petrobras
(Exact name of registrant as specified in its charter)
Brazilian Petroleum Corporation — Petrobras
(Translation of registrant’s name into English)
The Federative Republic of Brazil
(Jurisdiction of incorporation or organization)
Avenida República do Chile, 65 - 20031-912 - Rio de Janeiro – RJ - Brazil
(Address of principal executive offices)
Rodrigo Araujo Alves
Chief Financial Officer and Chief Investor Relations Officer
(55 21) 3224-4477—dfinri@petrobras.com.br
Avenida República do Chile, 65 - 20031-912 - Rio de Janeiro – RJ - Brazil
(Name, telephone, e-mail and/or facsimile number and address of company contact person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class:
Petrobras Common Shares, without par value*
Petrobras American Depositary Shares, or ADSs
(evidenced by American Depositary Receipts, or ADRs), each
representing two Common Shares
Trading
Symbol(s):
PBR/PBRA
PBR/PBRA
Petrobras Preferred Shares, without par value*
PBR/PBRA
Petrobras American Depositary Shares
(as evidenced by American Depositary Receipts), each representing
two Preferred Shares
6.250% Global Notes due 2024, issued by PGF
5.299% Global Notes due 2025, issued by PGF
8.750% Global Notes due 2026, issued by PGF
7.375% Global Notes due 2027, issued by PGF
5.999% Global Notes due 2028, issued by PGF
5.750% Global Notes due 2029, issued by PGF
5.093% Global Notes due 2030, issued by PGF
5.600% Global Notes due 2031, issued by PGF
6.875% Global Notes due 2040, issued by PGF (successor to PifCo)
6.750% Global Notes due 2041, issued by PGF (successor to Pifco)
5.625% Global Notes due 2043, issued by PGF
7.250% Global Notes due 2044, issued by PGF
6.900% Global Notes due 2049, issued by PGF
6.750% Global Notes due 2050, issued by PGF
5.500% Global Notes due 2051, issued by PGF
6.850% Global Notes due 2115, issued by PGF
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
PBR
Name of each exchange on which registered:
New York Stock Exchange*
New York Stock Exchange
New York Stock Exchange*
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
New York Stock Exchange
_________________
*
Not for trading, but only in connection with the registration of American Depositary Shares pursuant to the requirements of the New
York Stock Exchange.
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
The number of outstanding shares of each class of stock as of December 31, 2022 was:
7,442,231,382 Petrobras Common Shares, without par value
5,601,969,879 Petrobras Preferred Shares, without par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
If this report is an annual or transitional report, indicate by check mark if the registrant is not required to file reports pursuant to section 13
or 15(d) of the Securities Exchange Act of 1934.
Yes
☒
No
☐
☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
☒
Yes
No
Indicate by check mark whether the registrant has submitted electronically if any, every Interactive Data File required to be submitted
pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files).
Yes
☒
No
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act. (Check one):
Yes
☒
No
☐
Large accelerated filer
☒
Accelerated filer
Non-accelerated filer
☐
☐
Emerging growth company
☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13 (a) of the Exchange Act.
☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its
Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of
its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).
☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP
☐
International Financial Reporting Standards as issued by the International Accounting Standards Board
☒
Other
☐
If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has
elected to follow.
☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐
Item 17
Item 18
Yes
☐
No
☒
Yes
☐
No
☒
Table of Contents
Disclaimer
Glossary
About Us
About us
Overview
2022 Highlights
Recent Developments
Risks
Risks
Risk Factors
Corporate Risk Management
Disclosures about Market Risk
Insurance
Our Business
Exploration and Production
Refining, Transportation and Marketing
Gas and Power
Portfolio Management
External Business Environment
Strategic Plan
2023-2027 Strategic Plan
Digital Transformation
Environment, Social and Governance
Environment
Social Responsibility
Corporate Governance
Operating and Financial Review and Prospects
Consolidated Financial Performance
Financial Performance by Business Segment
Liquidity and Capital Resources
Management and Employees
Management
Employees
6
9
20
21
22
25
27
39
40
40
60
61
62
64
65
100
125
144
150
157
158
173
179
180
187
191
199
200
206
208
222
223
247
Compliance and Internal Controls
Compliance
Related Party Transactions
Controls and Procedures
Ombudsman and Internal Investigations
Shareholder Information
Listing
Shares and Shareholders
Shareholders’ Rights
Dividends
Additional Information for Non-Brazilian Shareholders
Legal and Tax
Regulation
Material Contracts
Legal Proceedings
Tax
Additional Information
List of Exhibits
Signatures
Abbreviations
Conversion table
Cross-Reference to Form 20-F
Financial Statements
256
257
261
263
264
265
266
268
273
278
282
285
286
293
298
306
324
325
331
332
334
335
338
Disclaimer
Disclaimer
We have presented the information in this annual report and Form 20-F in a manner consistent with how we
view our business. In order to facilitate your review, this annual report and Form 20-F for the year ended
December 31, 2022 (referred to herein as our “annual report”) has a cross reference guide to SEC Form 20-F
under “Cross-Reference to Form 20-F”.
Unless the context otherwise indicates, please consider this report the annual report of Petróleo Brasileiro
S.A. – Petrobras. Unless the context otherwise requires, the terms “Petrobras,” “we,” “us” and “our” refer to
Petróleo Brasileiro S.A. – Petrobras and its consolidated subsidiaries, joint operations and structured
entities.
Our audited consolidated financial statements, presented in U.S. dollars, included in this annual report and
the financial information contained in this annual report that is derived therefrom are prepared in
accordance with the International Financial Reporting Standards (“IFRS”), as issued by the International
Accounting Standards Board (“IASB”).
Our functional currency and the functional currency of all of our Brazilian subsidiaries is the Brazilian real
and the functional currency of most of our entities that operate outside Brazil, such as Petrobras Global
Finance B.V. or PGF, is the U.S. dollar. We have selected the U.S. dollar as our presentation currency to
facilitate a more direct comparison to other oil and gas companies.
In this annual report, references to “real,” “reais” or “R$” are to Brazilian reais and references to “U.S. dollars”
or “US$” are to United States dollars.
The 2022 GHG emissions performance results presented in this annual report will be subject to third party
audit, and although we do not expect significant differences, the audited results may differ from the results
presented herein.
Forward-Looking Statements
This annual report includes forward-looking statements that are not based on historical facts and are not
assurances of future results. The forward-looking statements contained in this annual report, which
address our expected business and financial performance, among other matters, contain words such as
“believe,” “expect,” “estimate,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,”
“likely,” “potential” and similar expressions (which are not the exclusive means of identifying such forward-
looking statements).
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak
only as of the date on which they are made. There is no assurance that the expected events, trends or
results will actually occur.
We have made forward-looking statements that address, among other things:
our marketing and expansion strategy;
our exploration and production activities, including drilling;
our activities related to refining, import, export, transportation of oil, natural gas and oil products,
petrochemicals, power generation, biofuels and other sources of renewable energy;
our commitment with respect to ESG practices and low carbon and environmental sustainability;
our projected and targeted capital expenditures, commitments and revenues;
our liquidity and sources of funding;
our pricing strategy and development of additional revenue sources; and
PETROBRAS | Annual Report and Form 20-F | 2022
6
Disclaimer
the impact, including cost, of acquisitions and divestments.
Our forward-looking statements are not guarantees of future performance and are subject to assumptions
that may prove incorrect and to risks and uncertainties that are difficult to predict. Our actual results could
differ materially from those expressed or forecast in any forward-looking statements as a result of a variety
of assumptions and factors. These factors include, but are not limited to, the following:
our ability to obtain financing;
general economic and business conditions, including crude oil and other commodity prices, refining
margins and prevailing exchange rates;
global economic conditions;
our ability to find, acquire or gain access to additional reserves and to develop our current reserves
successfully;
uncertainties inherent in making estimates of our oil and gas reserves, including recently discovered
oil and gas reserves;
competition;
technical difficulties in the operation of our equipment and the provision of our services;
changes in, or failure to comply with, laws or regulations, including with respect to fraudulent
activity, corruption and bribery;
receipt of governmental approvals and licenses;
international and Brazilian political, economic and social developments, including the role of the
Brazilian government, as our controlling shareholder, in our business;
natural disasters, accidents, military operations, acts of sabotage, wars or embargoes;
global health crises, such as the Covid-19 pandemic;
the impact of expanded regional or global conflict, including the conflict between Russia and
Ukraine;
the cost and availability of adequate insurance coverage;
our ability to successfully implement asset sales under our portfolio management program;
our ability to successfully implement our 2023-2027 Strategic Plan (“Strategic Plan”), whether that
Strategic Plan remains in place, and the direction of any subsequent strategic plans;
the outcome of ongoing corruption investigations and any new facts or information that may arise
in relation to the Lava Jato investigation;
the effectiveness of our risk management policies and procedures, including operational risk;
potential changes to the composition of our Board of Directors and our management team; and
litigation, such as class actions or enforcement or other proceedings brought by governmental and
regulatory agencies.
For additional information on factors that could cause our actual results to differ from expectations
reflected in forward-looking statements, see “Risks” in this annual report.
All forward-looking statements attributed to us or a person acting on our behalf are qualified in their
entirety by this cautionary statement. We undertake no obligation to publicly update or revise any forward-
looking statements, whether as a result of new information or future events or for any other reason.
The crude oil and natural gas reserve data presented or described in this annual report are only estimates,
which involve some degree of uncertainty, and our actual production, revenues and expenditures with
respect to our reserves may materially differ from these estimates.
PETROBRAS | Annual Report and Form 20-F | 2022
7
Disclaimer
Documents on Display
We are subject to the information requirements of the Exchange Act, and accordingly our reports
and other information filed and furnished by us with the SEC may be inspected and copied at the
public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You
can obtain further information about the operation of the Public Reference Room by calling the SEC
at 1-800-SEC-0330. You may also inspect our reports and other information at the offices of the
New York Stock Exchange, or NYSE, at 11 Wall Street, New York, New York 10005, on which our ADSs
are listed. For further information about obtaining copies of our public filings at the NYSE, please
call +1 (212) 656-5060. Our SEC filings are also available to the public at the SEC’s website at
www.sec.gov and at our website at www.petrobras.com.br/ir. The information available on our
website is not and shall not be deemed to be incorporated by reference to this annual report.
We also furnish reports on Form 6-K to the SEC containing our unaudited consolidated interim
financial statements and other financial information of our company.
We also file audited consolidated financial statements, unaudited consolidated interim financial
information and other periodic reports with the CVM.
PETROBRAS | Annual Report and Form 20-F | 2022
8
Glossary
Glossary of Certain Terms used in this Annual Report
Unless the context indicates otherwise, the following terms are defined as follows:
Glossary
ACL
ACR
ADR
ADS
AIP
Ambiente de Comercialização Livre (Free Marketing Environment). Market segment in
which the purchase and sale of electric energy are the subject of freely negotiated
bilateral agreements, according to specific marketing rules and procedures.
Ambiente de Comercialização Regulado (Regulated Marketing Environment). Market
segment in which the purchase and sale of electric power between selling agents and
distribution agents, preceded by a bidding process, except for cases provided by law,
according to specific marketing rules and procedures.
American Depositary Receipt.
American Depositary Share.
The Acordo de Individualização da Produção (Productions Individualization Agreement).
The AIP applies in situations where the reservoirs extend beyond the areas granted or
contracted, as regulated by the ANP.
AMS (Saúde Petrobras)
Our health care plan, effective as of 2021, which replaced the AMS (Assistência
Multidisciplinar de Saúde).
ANEEL
ANP
The Agência Nacional de Energia Elétrica (Brazilian Electricity Regulatory Agency)
The Agência Nacional de Petróleo, Gás Natural e Biocombustíveis (Brazilian National
Petroleum, Natural Gas and Biofuels Agency) is the federal agency that regulates the oil,
natural gas and renewable fuels industry in Brazil.
ANTAQ
The Agência Nacional de Transportes Aquaviários (Brazilian National Agency of
Waterway Transportation).
API
APS
B3
Standard measure of oil density developed by the American Petroleum Institute.
The Associação Petrobras de Saúde (Petrobras Health Association), a non-profit
association that operates our supplementary health care plan (Saúde Petrobras) since
2021.
Brasil, Bolsa, Balcão, the Brazilian Stock Exchange.
PETROBRAS | Annual Report and Form 20-F | 2022
9
Glossary
BioQav
Aviation turbine fuel used to power aircraft, produced from several biomass sources in
different production processes, also known as “biojet”, “biokerosine” or “SAF”
(sustainable aviation fuel) and named by the ANP as “Alternative Jet Fuel”, which must be
added to conventional jet fuel up to a maximum limit that varies from 10% to 50% by
volume depending on the production process, as defined in ASTM (American Society for
Testing and Materials) Annex D-7566 and ANP Resolution 778/2019.
Biofuel
Any fuel derived from the conversion of biomass as raw material (vegetable oils, algae
material, crops or animal wastes etc.) and/or produced through biological processes, such
as fermentation and others. Biofuels are considered renewable sources of energy.
Barrels
BNDES
Standard measure of crude oil volume.
Banco Nacional de Desenvolvimento Econômico e Social (Brazilian National Development
Bank).
Braskem
Braskem S.A. is currently the largest producer of thermoplastic resins in the Americas and
the largest producer of polypropylene in the United States. Its production focuses on
polyethylene (PE), polypropylene (PP) and polyvinylchloride (PVC) resins, in addition to
basic chemical inputs such as ethylene, propylene, butadiene, benzene, toluene, chlorine,
soda, and solvents, among others. Together, they make up one of the most
comprehensive portfolios in the industry by also including the green polyethylene
produced from the sugarcane, from 100% renewable sources.
Brazilian Treasury
The Tesouro Nacional (Brazilian National Treasury) is a Secretariat of the Ministry of
Finance, responsible for financial programming, accounting, management of the federal
public debt, federal financial and securities assets and the relationship with states and
municipalities in Brazil. The Brazilian National Treasury's mission is to seek fiscal balance
through efficient, proactive and transparent management of public accounts,
contributing to Brazil's intertemporal economic and social development.
Brent Crude Oil
A major trading classification of light crude oil that serves as a major benchmark price for
commercialization of crude oil worldwide.
CADE
Conselho Administrativo de Defesa Econômica (Administrative Council for Economic
Defense).
Câmara de Arbitragem
An arbitration chamber governed and maintained by B3.
do Mercado
Capital Expenditures or
Capital expenditures based on the cost assumptions and financial methodology adopted
“CAPEX”
in our strategic plans, which includes acquisition of intangible assets and property, plant
and equipment, investment in investees and other items that do not necessarily qualify
as cash flows used in investing activities, comprising geological and geophysical
expenses, pre-operating charges, purchase of property, plant and equipment on credit
and borrowing costs directly attributable to works in progress.
PETROBRAS | Annual Report and Form 20-F | 2022
10
Glossary
CBA
CCUS
CEO
CFO
Acordo Coletivo de Trabalho (Collective Bargaining Agreement).
Carbon Capture, Utilization and Storage.
Chief Executive Officer.
Chief Financial Officer.
Central Bank of Brazil
The Banco Central do Brasil.
Central Depositária
The Central Depositária de Ativos e de Registro de Operações do Mercado, which serves as
the custodian of our common and preferred shares (including those represented by
ADSs) on behalf of our shareholders.
CGPAR
The Comissão Interministerial de Governança Corporativa e de Administração de
Participações Societárias da União (Interministerial Commission on Corporate
Governance and the Administration of Corporate Holdings of the Brazilian federal
government) is the government institution that establishes procedures related to
governance of state-owned companies.
CGU
CMN
CNODC
CNOOC
CNPE
The Controladoria Geral da União (General Federal Inspector’s Office) is an advisory body
of the Brazilian Presidency responsible for assisting in matters related to the protection
of federal public property (patrimônio público) and the improvement of transparency in
the Brazilian executive branch, through internal control activities, public audits, and the
prevention and combat of corruption, among others.
The Conselho Monetário Nacional (National Monetary Council) is the highest authority of
the Brazilian financial system, responsible for the formulation of the Brazilian currency,
exchange and credit policy, and for the supervision of financial institutions.
CNODC Brasil Petróleo e Gás Ltda.
CNOOC Petroleum Brasil Ltda.
The Conselho Nacional de Política Energética (National Energy Policy Council), chaired by
the Minister of Mines and Energy, is an advisory body to the Brazilian President for the
formulation of energy policies and guidelines.
Condensate
Hydrocarbons that are in the gaseous phase at reservoir conditions but condense into
liquid as they travel up the wellbore and reach separator conditions.
CONAMA
Conselho Nacional do Meio Ambiente (National Council for the Environment in Brazil).
PETROBRAS | Annual Report and Form 20-F | 2022
11
CNPE
CVM
CVU
D&M
Glossary
The Conselho Nacional de Política Energética (National Energy Policy Council) is an
advisory body of the President of the Republic assisting in the formulation of energy
policies and guidelines.
The Comissão de Valores Mobiliários (Brazilian Securities and Exchange Commission).
Custo Variável Unitário (Variable Cost per Unit for electrical energy).
DeGolyer and MacNaughton, an independent petroleum engineer consulting firm that
conducts reserves evaluation of part of our net proved crude oil, Condensate and natural
gas reserves.
Deepwater
Between 300 and 1,500 meters (984 and 4,921 feet) deep.
Depositary
JPMorgan.
Distillation
Physical process involving vaporization and condensation, whereby petroleum is
separated (refined) into oil products.
DoJ
The U.S. Department of Justice.
E&P or Exploration &
Exploration & Production is our business segment that covers the activities of
Production
exploration, development and production of crude oil, NGL and natural gas in Brazil and
abroad.
ESG
Environmental, Social and Governance.
Eletrobras
Centrais Elétricas Brasileiras S.A.
Exchange Act
Securities Exchange Act of 1934, as amended.
EWT
Fitch
FPSO
Extended well test.
Fitch Ratings Inc., a credit rating agency.
Floating production, storage and offloading unit.
G&P or Gas & Power
Gas & Power is our business segment that covers the activities of logistics and trading of
natural gas and electricity, transportation and trading of LNG, generation of electricity by
means of thermoelectric power plants, as well as holding interests in transportation and
distribution companies of natural gas in Brazil and abroad. It also includes natural gas
PETROBRAS | Annual Report and Form 20-F | 2022
12
processing and fertilizer operations.
Glossary
GASLUB Cluster
Located in southeastern Brazil (Itaboraí, in the state of Rio de Janeiro), the GASLUB
Cluster is comprised of the GASLUB Itaboraí UPGNs and other underlying utilities.
Gaspetro
Petrobras Gás S.A– Gaspetro was our subsidiary from which we divested in July 2022, in
which we had a 51% equity interest and a holding company with equity interests in 18
Brazilian local gas distribution companies, with Mitsui holding the remaining 49% interest.
GHG
GSA
GTB
Greenhouse gas.
Long-term Gas Supply Agreement entered into with the Bolivian state-owned company
Yacimientos Petroliferos Fiscales Bolivianos.
Gás Transboliviano S.A. is a company operating in the natural gas transportation
industry, responsible for the administration and operation of the 557 km gas pipeline
system in the Bolivian section of the Bolivia-Brazil gas pipeline (“GASBOL”), with an
installed capacity of 30 million m³/d. GTB is connected to TBG on the Bolivia-Brazil border
in the state of Mato Grosso do Sul.
HCC or Hydrocracking
Conversion of heavier intermediate streams into the middle distillates boiling range
(kerosene and diesel) in the presence of specific catalyst, hydrogen and severe conditions
of temperature and pressure to produce high quality fuels. Depending on feedstock
quality and operational conditions it is possible to direct production towards high quality
lubes as well.
HDT or Hydrotreating
Process widely used in oil refining industry to remove heteroatoms such as sulfur and
nitrogen from gasoline, kerosene and/or diesel in the presence of specific catalysts,
hydrogen and adequate conditions of temperature and pressure. The aim is to adjust
composition to comply with fuel specifications.
HSE
IAGEE
IASB
IBAMA
Health, Safety and Environment.
Índice de Atendimento às Metas de Gases do Efeito Estufa (Greenhouse Gas Emissions
Target Achievement Indicator). The indicator of compliance with the Greenhouse Gas
Emissions Targets.
International Accounting Standards Board.
The Instituto Brasileiro do Meio Ambiente e dos Recursos Naturais Renováveis (Brazilian
Institute of the Environment and Renewable Natural Resources).
Ibovespa or IBOV
The gross total return index weighted by free float market cap and comprised of the most
liquid stocks traded on the B3. It was created in 1968.
PETROBRAS | Annual Report and Form 20-F | 2022
13
Glossary
IFRS
International Financial Reporting Standards.
Inovar-Auto
This was a government program that proposed automotive industry to invest in research
and development of more efficient and safe vehicles in exchange for tax benefits.
IMO
IOF
IPCA
International Maritime Organization.
Imposto sobre Operações Financeiras (Brazilian taxes over financial transactions).
The Índice Nacional de Preços ao Consumidor Amplo (National Consumer Price Index).
JPMorgan
JPMorgan Chase Bank, N.A.
Lava Jato
Operação Lava Jato (Lava Jato Operation), as detailed in “Risks – Risks Factors” and
“Legal and Tax – Legal Proceedings – Lava Jato Investigation” in this annual report.
LIBOR
LNG
LPG
MME
The London Interbank Offered Rate is a benchmark interest rate at which major global
banks lend to one another in the international interbank market for short-term loans.
Liquefied natural gas.
Liquefied petroleum gas, which is a mixture of hydrocarbons with up to five carbon atoms.
The Ministério de Minas e Energia (Ministry of Mines and Energy) of Brazil.
Moody’s
Moody’s Investors Service, Inc., a credit rating agency.
ME
MTF
The Ministério da Economia of Brazil (Ministry of Economy, former MPDM – Ministério do
Planejamento, Desenvolvimento e Gestão).
Euro Multilateral trading Facility.
Natural Gasoline (C5+)
Natural Gasoline C5+ is a NGL produced at natural gas processing plants with a vapor
pressure intermediate between Condensate and LPG, that may compose a gasoline blend.
Nelson complexity index
The Nelson Complexity Index or NCI is a measure of the sophistication of an oil refinery,
or NCI
where more complex refineries are able to produce lighter, more heavily refined and
valuable products from a barrel of oil. The NCI is measured on a scale of one to 20, where
higher numbers correspond to more complex and expensive refineries.
PETROBRAS | Annual Report and Form 20-F | 2022
14
Glossary
NGL
NYSE
The liquid resulting from the processing of natural gas and containing the heavier
gaseous hydrocarbons.
The New York Stock Exchange.
NYSE Arca Oil Index or
The NYSE Arca Oil Index, formerly the AMEX Oil Index, ticker symbol XOI, is a price-
Arca Oil
weighted index of the leading companies involved in petroleum exploration, production
and development. It measures the oil industry’s performance through changes in the sum
(former AMEX Oil Index)
of the prices of component stocks. The index was developed with a base level of 125 as of
August 27, 1984.
OCF
Oil
Operating Cash Flow (net cash provided by operating activities).
Crude oil, including NGLs and Condensates.
Oil Products
Petroleum by-products, produced through processing in refineries (diesel, gasoline, LPG
and other products).
ONS
OPEC+
The Operador Nacional do Sistema Elétrico (National Electric System Operator) of Brazil.
Organization of the Petroleum Exporting Countries.
Operating income (loss)
The line equivalent to Net income (loss) before finance income (expense), results in
equity-accounted investments and income taxes derived from our audited consolidated
financial statements.
Organic Reserves
Replacement Ratio or
Organic RRR
Measures the amount of proved reserves added to a company’s reserve base during the
year, excluding disposals and acquisitions of proved reserves, relative to the amount of
oil and gas produced.
OSRL
Oil Spill Response Limited.
Petrochemicals
Chemicals obtained from oil and natural gas (as opposed to fuels) such as ethane,
propene, benzene, xylenes, polypropylene, polyethylene and others.
PAI
PDV
Petros
Programa de Aposentadoria Incentivado (Incentive Retirement Program).
Programa de Desligamento Voluntário (Voluntary Severance Program).
Fundação Petros de Seguridade Social, Petrobras’ employee pension fund.
PETROBRAS | Annual Report and Form 20-F | 2022
15
Petros 2
PFLOPS
PGF
PifCo
PLR
PLSV
PPP
Glossary
Petrobras’ sponsored pension plan.
One PFLOPS equals the processing capacity of a quadrillion mathematical operations per
second.
Petrobras Global Finance B.V.
Petrobras International Finance Company S.A.
The Participação nos Lucros e Resultados (Profit Sharing Program) is a remuneration
model based on the division of profits with our employees. Our PLR is governed by
Brazilian Law 10,101/2000 and follows the guidelines of the Secretariat of Coordination
and Governance of State-Owned Companies (“SEST”). These annual guidelines define
various aspects of this type of reward, such as format, flow, governance, financial and
remuneration limits.
Pipe laying support vessel.
The Prêmio por Performance (Performance Award Program) is part of our Variable
Remuneration Program (“PRV”), which is also comprised of the Profit Sharing Program
(“PLR”) and is aligned with our strategic objectives, motivating everyone involved to
achieve the results and goals defined by management.
Post-salt reservoir
A geological formation containing oil or natural gas deposits located above a salt layer.
PP&E
PPSA
Property, plant and equipment.
Pré-Sal Petróleo S.A.
Pre-salt Polygon
Underground region formed by a vertical prism of undetermined depth, with a polygonal
surface defined by the geographic coordinates of its vertices established by Law No.
12,351/2010, as well as other regions that may be delimited by the Brazilian federal
government, according to the evolution of geological knowledge.
Pre-salt reservoir
A geological formation containing oil or natural gas deposits located beneath a salt layer.
PREVIC
The Superintendência Nacional de Previdência Complementar (National Supplementary
Pension Authority).
Proved reserves
Consistent with the definitions of Rule 4-10(a) of Regulation S-X, proved oil and gas
reserves are those quantities of oil and gas, which, by analysis of geoscience and
engineering data, can be estimated with reasonable certainty to be economically
producible – from a given date forward, from known reservoirs, and under existing
PETROBRAS | Annual Report and Form 20-F | 2022
16
Glossary
economic conditions, operating methods, and government regulations. Existing economic
conditions include prices and costs at which economic producibility from a reservoir is to
be determined. The price is the unweighted arithmetic average of the first-day-of-the-
month price during the twelve- month period prior to December 31, unless prices are
defined by contractual arrangements, excluding escalations based upon future
conditions. The project to extract the hydrocarbons must have commenced or we must be
reasonably certain that we will commence the project within a reasonable time. Reserves
that can be produced economically through application of improved recovery techniques
(such as fluid injection) are included in the “proved” classification when successful testing
by a pilot project, or the operation of an installed program in the reservoir or an
analogous reservoir, provides support for the engineering analysis on which the project
or program was based.
Proved developed
reserves
Reserves that can be expected to be recovered: (i) through existing wells with existing
equipment and operating methods or for which the cost of the required equipment is
relatively minor compared to the cost of a new well; and (ii) through installed extraction
equipment and infrastructure operational at the time of the reserve estimate if the
extraction is by means not involving a well.
Proved undeveloped
Reserves that are expected to be recovered from new wells on undrilled acreage, or from
reserves
PTAX
R&D
RNEST
existing wells where a relatively major expenditure is required. Reserves on undrilled
acreage are limited to those directly offsetting development spacing areas that are
reasonably certain of production when drilled, unless evidence using reliable technology
exists that establishes reasonable certainty of economic producibility at greater
distances. Undrilled locations are classified as having undeveloped reserves only if a
development plan has been adopted indicating that they are scheduled to be drilled
within five years, unless the specific circumstances justify a longer time. Proved
undeveloped reserves do not include reserves attributable to any acreage for which an
application of fluid injection or other improved recovery technique is contemplated,
unless such techniques have been proved effective by actual projects in the same
reservoir or an analogous reservoir or by other evidence using reliable technology
establishing reasonable certainty.
The reference exchange rate for the purchase and sale of U.S. dollars in Brazil, as
published by the Central Bank of Brazil.
Research and development.
The Refinaria Abreu e Lima (Abreu e Lima Refinery).
RTM or Refining,
Transportation and
Marketing
Refining, Transportation and Marketing is our business segment that covers the activities
of refining, logistics, transport and trading of crude oil and oil products in Brazil and
abroad, exports of ethanol, petrochemical operations, as well as holding interests in
petrochemical companies in Brazil.
Reserves Replacement
Measures the amount of proved reserves added to a company’s reserve base during the
year relative to the amount of oil and gas produced.
PETROBRAS | Annual Report and Form 20-F | 2022
17
Glossary
Ratio or RRR
Reserves to production
Calculated as the amount of proved reserves of the year relative to the amount of oil and
ratio or R/P
gas produced during the year, indicates a number of years reserves would last if
production remains constant.
S&P
SEC
SELIC
SEST
Standard & Poor’s Financial Services LLC, a credit rating agency.
The United States Securities and Exchange Commission.
The Central Bank of Brazil base interest rate.
The Secretaria de Coordenação e Governança das Empresas Estatais (Secretariat of
Coordination and Governance of State-Owned Companies).
Sete Brasil
Sete Brasil Participações, S.A.
Shell
Shell Brasil Petróleo Ltda.
Synthetic oil and
synthetic gas
A mixture of hydrocarbons derived by upgrading (i.e., chemically altering) natural
bitumen from oil sands, kerogen from oil shales, or processing of other substances such
as natural gas or coal. Synthetic oil may contain sulfur or other non-hydrocarbon
compounds and has many similarities to crude oil.
SPE
SS
Society of Petroleum Engineers.
Semi-submersible platform.
Strategic Plan
2023-2027 Strategic Plan
TAG
TCU
TBG
Transportadora Associada de Gás S.A.
The Tribunal de Contas da União (Federal Auditor’s Office) is a constitutionally
established body linked to the Brazilian Congress, responsible for assisting it in matters
related to the supervision of the Brazilian federal government and its resources with
respect to accounting, finance, budget, operational and public property (patrimônio
público) matters.
Transportadora Brasileira Gasoduto Bolívia-Brasil S.A. (“TBG”) is a company operating in
the natural gas transportation industry, in which we have a 51% equity interest, owner of
2,593 km gas pipeline system, located mainly in the South and Southeast regions of
Brazil, with installed capacity of 30 million m³/d. TBG is connected to Gás Transboliviano
PETROBRAS | Annual Report and Form 20-F | 2022
18
S.A. (“GTB”), which is responsible for the Bolivian side of the gas pipeline, which permits
access to Bolivian natural gas, and is connected to Nova Transportadora do Sudeste S.A.’s
(“NTS”) gas pipeline, which permits access to Brazilian natural gas.
Glossary
TJLP
The Taxa de Juros de Longo Prazo (Brazil’s long-term interest rate) is set quarterly by the
CMN (as defined above). The rate is one of the benchmark rates used by BNDES in its
loans to companies.
TotalEnergies
Total E&P do Brasil Ltda.
Transfer of Rights
Agreement or ToR
An agreement under which the Brazilian federal government assigned to us the right to
explore and produce up to five billion barrels of oil equivalent (“bnboe”) in specified pre-
salt areas in Brazil. See “Legal and Tax —Material Contracts” in this annual report.
Transfer of Rights
Agreement (ToR) Surplus
Volume that exceeds what has been contracted under the Transfer of Rights agreement
in specified pre-salt areas. See “Legal and Tax —Material Contracts” in this annual report.
Transpetro
Petrobras Transporte S.A.
TRI
Total recordable injury per million man-hour frequency rate.
Ultra-deepwater
Over 1,500 meters (4,921 feet) deep.
UPGN
Unidade de Processamento de Gás Natural (Natural-gas processing Units). A natural gas
processing plant is a facility designed to process raw natural gas from the offshore
production fields by separating impurities and various non-methane hydrocarbons and
fluids through different technologies to produce specified natural gas for final
consumption. Through the process a gas processing plant can also recover natural gas
liquids (condensate, natural gasoline and liquefied petroleum gas) with higher added
value.
Usina Termoelétrica (Thermal Power Plant). A thermoelectric plant is a power generation
plant in which heat energy is converted to electrical energy.
The Oil and Oil Product Leak Volume Indicator. The total volume of oil leaked in events
with a volume above one barrel and that reached bodies of water or non-impermeable
soil.
Vibra Energia S.A., formerly “Petrobras Distribuidora.”
Yacimientos Petroliferos Fiscales Bolivianos.
UTE
VAZO
Vibra
YPFB
PETROBRAS | Annual Report and Form 20-F | 2022
19
About Us
About us
About us
We are a Brazilian company committed to being the best energy company in terms of value creation, with a
focus on oil and gas, sustainability, safety and respect for people and the environment. We are one of the
largest companies in market capitalization in Latin America, with a market capitalization of US$65.7 billion
as of December 31, 2022. We are one of the largest producers of oil and gas in the world, primarily engaged
in exploration and production, refining, energy generation and trading. We have a large proven reserve base
and have acquired expertise in deep and ultra-deepwater exploration and production since we started
exploring Brazilian offshore basins decades ago, following our first subsea well in the Campos Basin in 1971.
To discover these reserves and operate efficiently in deepwaters, we have developed our own technology
and work in close collaboration with suppliers, universities, and research centers. We have over 45,000
employees (including subsidiaries in Brazil and abroad) and we hire specialized services such as offshore
drilling rigs, production platforms, subsea vessels, and subsea hardware that set the entire energy industry
chain into motion. We design and contract engineering, procurement, construction and installation (“EPCI”)
for our entire business stream.
Datasheet
Name of the company: Petróleo Brasileiro S.A. – Petrobras
Date of Incorporation: 1953
Country of Incorporation: Brazil
Registration number at the CVM: 951-2
Central Index Key (or “CIK”) at the SEC: 0001119639
Address of principal executive office: Avenida República do Chile 65, 20031-912, Rio de Janeiro, RJ,
Brazil
Telephone number: (55 21) 3224 2401
Corporate and investor relations websites: www.petrobras.com and www.petrobras.com.br/ir.
The information available on our website is not and shall not be deemed to be incorporated by
reference in this annual report.
Corporate purpose established in our Bylaws: research, extraction, refining, processing, trading and
the transport of oil, its by-products, natural gas and other fluid hydrocarbon from wells, shale and
other rocks, in addition to energy-related activities, and the research, development, production,
transport, distribution, sale and trading of all forms of energy, and other related activities or similar
purposes.
PETROBRAS | Annual Report and Form 20-F | 2022
21
Overview
About us
We have a large base of proved reserves and operate and produce most of Brazil’s oil and gas. The most
significant part of our proved reserves is located in the adjacent offshore Campos and Santos Basins in
southeast Brazil. Their proximity allows us to optimize our infrastructure and limit our costs of exploration,
development and production. The Campos and Santos Basins are expected to remain the main source of
our future growth in proved reserves and oil and gas production.
Our business, however, goes beyond oil and gas exploration and production. It entails a long process
through which we get the oil and gas to our refineries and gas treatment units which are themselves in
constant evolution to supply the best products.
We operate the majority of the refining capacity in Brazil. Our refining capacity is substantially concentrated
in southeast of Brazil, within the country’s most populated and industrialized markets and adjacent to the
sources of most of our crude oil, in the Campos and Santos Basins. We meet our demand for oil products
through a planned combination of domestic refining of crude oil and oil products imports, seeking value
creation. We are also involved in the production of petrochemicals through stakes in some companies. We
distribute oil products through wholesalers and retailers.
We also participate in the Brazilian natural gas market, including the logistics and processing of natural gas.
To meet the domestic demand, we process natural gas derived from our onshore and offshore production
(mainly from fields of the Campos, Espírito Santo and Santos Basins), import natural gas from Bolivia and
import liquefied natural gas (“LNG”) through our regasification terminals. We also participate in the
domestic power market primarily through our investments in gas-fired thermoelectric power plants.
We currently divide our business into three main segments:
Exploration and Production (“E&P”): this segment covers the activities of exploration, development
and production of crude oil, Natural Gas Liquids (“NGL”) and natural gas in Brazil and abroad, for the
primary purpose of supplying our domestic refineries. The E&P segment also operates through
partnerships with other companies, including holding interests in non-Brazilian companies in this
segment.
PETROBRAS | Annual Report and Form 20-F | 2022
22
About us
Refining, Transportation and Marketing (“Refining” or “RTM”): this segment covers the activities
of refining, logistics, transport, marketing and trading of crude oil and oil products in Brazil and
abroad, exports of ethanol, petrochemical operations, such as extraction and processing of shale, as
well as holding interests in petrochemical companies in Brazil.
Gas and Power (“G&P”): this segment covers the activities of logistics and trading of natural gas and
electricity, transportation and trading of LNG, generation of electricity by means of thermoelectric
power plants, as well as holding interests in transportation and distribution companies of natural
gas in Brazil and abroad. It also includes natural gas processing and fertilizer operations.
Activities that are not attributed to business segments are classified as “Corporate and Other Businesses,”
including general corporate matters, in addition to distribution and biofuel businesses. Corporate items
mainly include those related to corporate financial management, overhead central administration, and
other expenses, including actuarial costs associated with pension and health plans for beneficiaries. The
other businesses comprise the distribution of oil products abroad (South America) and the production of
biodiesel and its co-products. In 2021 and 2020, the results of other businesses included the equity interest
in our associate Vibra Energia (formerly Petrobras Distribuidora) until July 2021 (when we sold the
remaining interest in this company).
For further information regarding our business segments, see Notes 12 to our audited consolidated
financial statements, as well as “Operating and Financial Review and Prospects” in this annual report.
In 2022 we had activities in six countries besides Brazil (i.e., Argentina, Bolivia, Colombia, the U.S., the
Netherlands, and Singapore).
In Latin America, our operations include upstream, marketing and retail services. In North America, we
produce oil and gas through a joint venture. We have subsidiaries that support our trading and financial
activities in Rotterdam, Houston, and Singapore. These companies act as complete and active trading desks
for markets worldwide, and are responsible for market intelligence and trading of oil, oil products, natural
gas, commodity derivatives and shipping.
We operate through 17 direct subsidiaries (15 incorporated under the laws of Brazil and two incorporated
abroad) and one direct joint operation as listed below. We also have indirect subsidiaries, including
Petrobras Global Trading B.V. (“PGT"), Petrobras Global Finance B.V. (“PGF”), Petrobras America Inc. (“PAI”)
and PNBV.
Companies
Location
Our
shareholding
Other
shareholders
Petrobras Transporte S.A. – Transpetro
Brazil
100.00%
Petrobras Logística de Exploração e Produção S.A. – PB-
LOG
Brazil
100.00%
Petrobras Biocombustível S.A.
Brazil
100.00%
—
—
—
Transportadora Brasileira Gasoduto Bolívia-Brasil S.A. –
TBG
Brazil
51.00%
Procurement Negócios Eletrônicos S.A.
Brazil
72.00%
Araucária Nitrogenados S.A.
Brazil
100.00%
Termomacaé S.A.
Termobahia S.A.
Brazil
100.00%
Brazil
98.85%
Petros (1.15%)
BBPP Holdings Ltda. (29%)
YPFB Transporte S.A.
(19.88%) Corumba Holding
S.À.R.L. (0.12%)
SAP Brasil Ltda. (17%)
Accenture do Brasil S.A. (11%)
—
—
PETROBRAS | Annual Report and Form 20-F | 2022
23
About us
Baixada Santista Energia S.A.
Brazil
100.00%
—
Fundo de Investimento Imobiliário RB Logística – FII
Brazil
99.15%
Pentágono SA DTVM (0.85%)
Petrobras Comercializadora de Gás e Energia e
Participações S.A. – PBEN-P
Brazil
100.00%
—
Fábrica Carioca de Catalisadores S.A. – FCC(1)
Brazil
50.00%
Albemarle Brazil Holding Ltda.
(50%)
Ibiritermo S.A.
Brazil
100.00%
Petrobras International Braspetro – PIB BV
Abroad
100.00%
Braspetro Oil Services Company – Brasoil
Abroad
100.00%
Refinaria de Mucuripe S.A
Brazil
100.00%
Refinaria de Canoas S.A.(2)
Brazil
100.00%
—
—
—
—
—
Associação Petrobras de Saúde(3)
Brazil
93.52%
Transpetro (6.05%)
TBG (0.25%)
Pbio (0.14%)
Termobahia (0.05%)
Joint operations.
(1)
(2) Company legally established, with capital contribution of US$58.000, for the subsequent divestment of this refinery.
(3) A non-profit association that operates our supplementary health care plan (AMS - Saúde Petrobras) since 2021.
For an extended list of our subsidiaries and joint operations, including each of their full names, jurisdictions
of incorporation and our percentage of equity interest, see Exhibit 8.1 to this annual report and Note 29 to
our Financial Statements. Additionally, we participate in consortia that engage in the exploration of blocks
and the production of oil fields in Brazil – see “Our Business— Exploration and Production — Overview” for
more details.
PETROBRAS | Annual Report and Form 20-F | 2022
24
2022 Highlights
About us
PETROBRAS | Annual Report and Form 20-F | 2022
25
About us
PETROBRAS | Annual Report and Form 20-F | 2022
26
About us
Recent Developments
Recent Changes in our Executive Officers, Board of Directors and
Fiscal Council
The Brazilian federal government controls a majority of our voting shares and has the right to elect a
majority of the members of our Board of Directors. Our Board of Directors, in turn, selects our management.
On February 27, 2023, we received an official letter from the Brazilian Treasury of the Ministry of Finance,
containing the nomination of two candidates for the composition of our Fiscal Council, whose elections will
take place at our next General Shareholders' Meeting:
Mrs. Viviane Aparecida da Silva Varga, as a member of Fiscal Council; and
Mr. Otávio Ladeira de Medeiros, as an alternate member of Fiscal Council.
On March 7, 2023, the Brazilian federal government, through the Ministry of Mines and Energy (MME), sent
us an official letter containing the list of candidates who will comprise the slate of the Brazilian federal
government, in its capacity as controlling shareholder, to the eight seats on our Board of Directors, whose
elections will take place at our next General Shareholders' Meeting in April 2023. These eight nominees are:
Mr. Pietro Adamo Sampaio Mendes, as Chairman;
Mr. Jean Paul Terra Prates, as a member of the Board of Directors;
Mr. Efrain Pereira da Cruz, as a member of the Board of Directors;
Mr. Vitor Eduardo de Almeida Saback, as a member of the Board of Directors;
Mr. Eugênio Tiago Chagas Cordeiro e Teixeira, as a member of the Board of Directors;
Mr. Bruno Moretti, as a member of the Board of Directors;
Mr. Sergio Machado Rezende, as a member of the Board of Directors; and
Ms. Suzana Kahn Ribeiro, as a member of the Board of Directors.
On March 15, 2023, we received an official letter from the MME presenting three supplementary
nominations of candidates for the slate of the Brazilian federal government, as our controlling shareholder,
for the eight vacancies of the Board of Directors whose elections will take place at our next General
Shareholders’ Meeting. At the request of the MME, these nominations must be evaluated by our responsible
bodies so that, if impediments are found that disqualify one or more of the other candidates originally
nominated, substitutions can be made in a timely manner, without delaying our General Shareholders’
Meeting. The three nominees are:
Mr. Renato Campos Galuppo;
Ms. Anelize Lenzi Ruas de Almeida; and
Mr. Evamar José dos Santos.
In addition, the letter from the MME formalized four nominations for our Fiscal Council, whose elections will
also take place at the next General Shareholders' Meeting. These nominees are:
Mr. Daniel Cabaleiro Saldanha, Fiscal Council Member (Principal);
Mr. Gustavo Gonçalves Manfrim, Fiscal Council Member (Alternate);
Ms. Cristina Bueno Camatta, Fiscal Council Member (Principal); and
Mr. Sidnei Bispo, Fiscal Council Member (Alternate).
PETROBRAS | Annual Report and Form 20-F | 2022
27
About us
These nominations have been submitted for review in accordance with our internal corporate governance
procedures pursuant to our Bylaws and Policy for Nominating Senior Management Members, in order to
verify the fulfillment of legal, management and integrity requirements and subsequent opinion by the
People Committee and our Board of Directors, pursuant to article 21, paragraph 4, of Decree No.
8,945/2016, as amended by Decree No. 11,048/2022 (together with our Bylaws and the Policy for
Nominating Senior Management Members, the “Nomination Requirements”).
In meetings held on March 16, 2023 and January 24, 2023, our People Committee opined the following:
With respect to Ms. Suzana Kahn Ribeiro, Mr. Vitor Eduardo de Almeida Saback and Mr. Bruno Moretti, our
People Committee unanimously opined that these nominees meet the necessary Nomination Requirements
and there are no impediments to them being elected as Members of the Board of Directors. Our current
Board of Directors, by vote of all of the members participating in the deliberations, has agreed with our
People Committee’s conclusions and with the eligibility of these nominees.
With respect to Mr. Pietro Adamo Sampaio Mendes, our People Committee, by majority vote, opined that
the nominee meets the necessary Nomination Requirements and there were no impediments to him being
elected as a Member of the Board of Directors and Chairman of the Board of Directors, provided that his
formal and legally valid resignation from the position of Secretary of Petroleum, Natural Gas and Biofuel of
the MME is confirmed and that his condition as a licensed, removed or assigned ANP employee is
maintained. However, our current Board of Directors, by majority vote, did not consider him to be eligible
to be elected as a Member of the Board of Directors and as Chairman of the Board of Directors.
With respect to Mr. Sergio Machado Rezende, our People Committee unanimously opined that the nominee
does not meet the necessary requirements set forth in the Nomination Requirements, based on the
restrictions contained in article 21, paragraph 2, items IV and V, of our Bylaws, in article 17, paragraph 2,
items I and II, of Law no. 13. 303/16 and of article 29, items IV and VI, of Decree no. 8,945/2016, since the
nominee is a full member of the National Directory of the Brazilian Socialist Party (PSB), as stated on the
party's website and in the Party Information Management System (SGIP) of the Superior Electoral Court
(TSE). Our current Board of Directors, by vote of all of the members participating in the deliberations,
accepted our People Committee’s conclusion and did not consider him to be eligible to be elected as a
Member of the Board of Directors.
With respect to Mr. Jean Paul Terra Prates, our People Committee, by majority vote, opined that the
nominee meets the necessary Nomination Requirements and there are no impediments to him being
elected as a Member of the Board of Directors and as CEO of Petrobras, provided that his formal and legally
valid resignation to the mandate of Senator of the Republic is confirmed or his mandate is terminated. Our
current Board of Directors has confirmed the validity of Mr. Jean Paul Terra Prates’ resignation and has
unanimously nominated him as Member of the Board of Directors and re-elected him as CEO for a new two-
year term, ending on April 13, 2025.
For further information regarding the influence of our controlling shareholder, see "Risk Factors - 2.a) The
Brazilian federal government as our controlling shareholder, may pursue certain macroeconomic and social
objectives through us, that may have a material adverse effect on us" in this annual report.
On March 22, 2023, our current Board of Directors announced its election of new Executive Officers which
will comprise our Executive Board. The Executive Officers will begin their transition period on March 29, 2023
with the new members officially taking their positions upon their execution of all required official
documentation and satisfaction of other administrative requirements, which are expected to occur during
the month of April 2023. Their term will begin on the date they officially take their positions and will end on
April 13, 2025. The new members of our Executive Board are:
Mr. Sergio Caetano Leite – Chief Financial and Investor Relations Executive Officer;
Mr. Joelson Falcão Mendes – Chief Exploration and Production Executive Officer;
Mr. Carlos José do Nascimento Travassos – Chief Production Development Executive Officer;
Mr. Claudio Romeo Schlosser – Chief Trading and Logistics Executive Officer;
PETROBRAS | Annual Report and Form 20-F | 2022
28
About us
Mr. William França da Silva – Chief Refining and Natural Gas Executive Officer;
Ms. Clarice Coppetti – Chief Sustainability & Institutional Relations Executive Officer; and
Mr. Carlos Augusto Burgos Barreto - Chief Digital Transformation and Innovation Executive Officer.
In addition, as stated above, our current Board of Directors has also decided to re-elect our CEO, Mr. Jean
Paul Prates, for a new two-year term, ending on April 13, 2025. The nominations of new members of our
Executive Board have been submitted for review in accordance with our internal corporate governance
procedures pursuant to the Nomination Requirements.
On March 27, 2023, we received nominations of candidates for the Board of Directors from minority
shareholders holding common and preferred shares, for the eight vacancies of the Board of Directors whose
elections will take place at our next General Shareholders’ Meeting if the multiple vote procedure is adopted
pursuant to Art. 141, "caput" of Law No. 6.404/76. We also received nominations from such minority
shareholders for our Fiscal Council, whose elections will also take place at the next General Shareholders'
Meeting.
The nominees presented by certain shareholders of our common shares are:
José João Abdalla Filho, as a member of the Board of Directors;
Marcelo Gasparino da Silva, as a member of the Board of Directors;
Michele da Silva Gonsales Torres, as a member of the Fiscal Council representing minority
shareholders of common shares (Principal); and
Aloisio Macário Ferreira de Souza, as a member of the Fiscal Council representing minority
shareholders of common shares (Alternate).
The nominees presented by certain shareholders of our preferred shares are:
João Vicente Silva Machado, as a member of the Fiscal Council representing minority shareholders
of preferred shares (Principal); and
Rochana Grossi Freire, as a member of the Fiscal Council representing minority shareholders of
preferred shares (Alternate).
These nominations have been submitted for review in accordance with our internal corporate governance
procedures pursuant to the Nomination Requirements.
Biographies: Newly Appointed Members of our Board of Directors
Below are the biographies of the newly appointed members of our Board of Directors:
Mr. Pietro Adamo Sampaio Mendes, 40 years old, is a career civil servant at the National Petroleum, Natural
Gas and Biofuels Agency (ANP), and a specialist in the Regulation of Petroleum, Natural Gas and Biofuels of
special class III, assigned to the Ministry of Mines and Energy with more than 16 years of experience in the
oil, natural gas and biofuels sectors. He holds a bachelor's degree in Chemistry from the Fluminense Federal
University (UFF), a degree in Law from the Federal University of the State of Rio de Janeiro (UNIRIO), an
executive postgraduate degree in Oil and Gas from COPPE-UFRJ, an MBA in Strategic and Economic
Management of Business from Fundação Getúlio Vargas (FGV), PhD in Technology of Chemical and
Biochemical Processes (CAPES Concept 6) from the Federal University of Rio de Janeiro (UFRJ) and post-
doctorate at the Beddie School of Business (Simon Fraser University) in Canada. At the Ministry of Mines
and Energy (MME), he serves as Secretary of Petroleum, Natural Gas and Biofuels, responsible for the
Secretariat of Petroleum, Natural Gas and Biofuels, with the attribution of developing and coordinating
public policies in the oil, natural gas and biofuels sectors. At the Empresa de Planejamento e Logística S.A.
(EPL) and Infra S.A., he was Advisor to the Presidency between June 2022 and February 2023, responsible
for coordinating the process of incorporation of EPL by VALEC for the creation of Infra S.A., finalizing the
documents necessary for the incorporation process, people management, strategic planning and business
PETROBRAS | Annual Report and Form 20-F | 2022
29
About us
planning. Between February 2022 and June 2022, he served at the MME as Deputy Secretary for Petroleum,
Natural Gas and Biofuels, replacing the Secretary as needed, monitoring the fuel supply, in particular, of
diesel, coordinating the Secretariat's expenses and coordinating the RenovaBio Committee and the Fuel of
the Future Program. Still at MME, he was Director of the Biofuels Department between November 2020 and
February 2022, coordinating the Fuel of the Future Program, the RenovaBio Committee and the Working
Group for the inclusion of biofuels in the Diesel cycle. At ANP, he was Advisor to the Board between May
2018 and November 2020, having represented the Agency in public hearings in the National Congress, in
inter-ministerial working groups and in national and international events. Between October 2017 and May
2018, he was Deputy Superintendent of Biofuels and Product Quality, responsible for conducting the first
stage of RenovaBio's regulation related to RenovaCalc, the certification of producers and leading a mission
to the United States on the LCFS and RFS.
Mr. Efrain Pereira da Cruz, 44 years old, is a former Director of the National Electric Energy Agency (ANEEL),
former President of the Association of Energy Regulators of Portuguese-Speaking Countries (RELOP),
professor at the Brazilian Institute of Teaching, Development and Research (IDP) and member of the
National Council for Consumer Defense (CNDC) with the Ministry of Justice. He is a lawyer, specialist in
Energy Law, with a post-graduate degree in Public Law and a master's degree in Law and Development. He
was Director of Centrais Elétricas de Rondônia (Ceron), of Companhia de Eletricidade do Acre (Eletroacre)
and consulting member of the Special Commission on Energy of the Federal Council of the Brazilian Bar
Association (OAB) in 2015 and 2016.
Mr. Vitor Eduardo de Almeida Saback, 41 years old, is director of the National Water and Basic Sanitation
Agency – ANA, with a term slated to end on July 15, 2024. He was a Federal Public Servant of the Public
Ministry of the Union, in the position of Public Management Analyst. He was a member of Boards of
Directors, between 2018 and 2020, of state-owned companies and subsidiaries. He was also a strategist
working on the approval of legislative matters for the public sector in the Legislative Houses (Chamber of
Deputies and Federal Senate), and working in the Office of the Attorney General of the Republic (2011-
2015), in the Secretariat of Institutional Relations of the Presidency of the Republic (2015-2016), at the
Government Secretariat of the Presidency of the Republic (2016-2018) and at the Ministry of Economy
(2019-2020). He received an award of recognition. from the Legislative Chamber of the Federal District, for
his work in social causes in the Federal District. He has also worked as an international lecturer on
sustainability, water and basic sanitation. He studied business administration at the University of Brasília –
UNB, specialized in Finance and Capital Markets at the Getúlio Vargas Foundation – FGV, holds a Bachelor
of Laws from the Unified Education Center of Brasília – UniCEUB and is studying for a Master’s degree in
economics from the Brazilian Institute of Education, Development and Research, IDP. Since December 2020,
he has served as Director at the National Agency for Water and Basic Sanitation, ANA – Brasília, responsible
for deliberating and voting on matters related to the regulation of the use of water resources in order to
guarantee the water security necessary for the sustainable development of Brazil, as well as the standards
for basic sanitation, with the objective of contributing to the expansion of the service by 2033. In addition,
he is responsible for implementing the National Water Resources Policy and the National Water Safety
Policy at the federal level. Between January 2019 and December 2020, he was Special Advisor to the Minister
of State for the Economy in the exercise of his duties and in the conduct of matters under his supervision.
During the time he was in office, he paid special attention to dialogue with the National Congress, other
government bodies, TCU, and the formulation and execution of strategies for the approval of government
projects considered a priority by the Minister of State. He coordinated discussions and worked steadfastly
for the approval of the Economic Freedom Law, the Positive Registry Law, the Judicial Reorganization and
Bankruptcy Law, the Regulatory Agencies Law and the New Sanitation Legal Framework, among others.
Between September 2016 and December 2018, he served as Special Advisor to the Deputy Chief of
Parliamentary Affairs of the Secretariat of the Government of the Presidency of the Republic, establishing
the link between the Federal Executive Branch and the National Congress, having assisted in conducting the
relationship between the Powers and the formulation and execution of strategies for approval of matters
of interest to the Federal Government. These approvals include the State-owned Law and other important
laws to facilitate Brazil's accession to the Organization for Economic Cooperation and Development (OECD).
Between August 2015 and August 2016, he was Advisor to the Deputy Head of Parliamentary Affairs at the
PETROBRAS | Annual Report and Form 20-F | 2022
30
About us
Secretariat of Rel. Institutions of the Presidency of the Republic, establishing the link between the Federal
Executive Power and the National Congress, having helped facilitate the relationship between the Powers
and formulate and execute the strategies for the approval of matters of interest to the Federal Government.
Among the approvals are laws to combat violence and femicide, laws that allowed for easier conditions for
women heads of families in public policies such as housing loans (Minha Casa Minha Vida) and education
(Pronatec), among others. Between September 2011 and July 2015, he was Advisor to the Secretariat of Rel.
Institutional members of the Attorney General's Office at the Attorney General's Office, coordinating,
supervising and following up on matters of interest to the Federal Public Prosecutor's Office in progress in
the National Congress, whether for approval or rejection. Between June 2004 and September 2011, he
served as Deputy Manager, Advisor and Consultant at Caixa Econômica Federal, with branch service
(Agência Lago Sul), and worked on development of credit card and acquisition of products and institutional
relationships. His participation in Boards of Directors of state-owned companies or subsidiaries include (i)
Elo Cartão (2018-2019), as a representative of Caixa Econômica Federal - founded in 2011 by Banco do
Brasil, CAIXA and Bradesco, it is the largest Brazilian brand, with more 140 million cards issued in credit,
debit and prepaid models and (ii) Companhia Imobiliária de Brasília - Terracap (2019-2020), the largest real
estate company in Brazil, responsible for implementing economic and social development programs and
projects linked to real estate activities of interest to the Federal District, with shareholders being the GDF
and the Union of which he was a representative. He acted as a representative of the National Water and
Basic Sanitation Agency in the following institutions and international councils, among others: (a) World
Water Council (WWC – World Water Council); (b) OECD: Economic Regulators Network (NER) and Water
Governance Initiative (WGI); (c) UN/FAO: Food and Agriculture Organization of the United Nations (FAO), in
the context of the Steering Committee of the Initiative “Global Framework on Agricultural Water Scarcity”;
and (d) CODIA: Conference of Ibero-American Water Directors. He has received awards including one from
the Federal Union, the Mauá Merit Medal, granted by the Ministry of Infrastructure in 2021, Commander of
the Order of Merit for Defense, granted by the Ministry of Defense in 2018, Medal of Merit Tamandaré,
awarded by the Brazilian Navy in 2017, and Santos-Dumont Medal of Merit, awarded by the Brazilian Air
Force in 2017. He received the Military Firefighter Order of Merit of the Federal District, Emperor Dom Pedro
II, granted by the Commander of the Fire Department in 2018; and an award of recognition from the
Legislative Chamber of the Federal District, for volunteer work provided to the population of the GDF,
granted in 2018. For academic purposes, he published SABACK, V.E.A.; BAERE, W. ; BRUTO, M. ; ROMAN, F.J.;
ZABAN, B. . How the Bidding Law was made: perspectives of the legislative process: Brazilian Journal of
Public Law: RBDP, Belo Horizonte, v. 19, no. 73, p. 9-38, Apr.-June. 2021. He speaks fluent English and has
spent time in Connecticut, USA. He volunteered at the Chico Xavier Children’s Home. He was President of
the Institution between 2017 and 2020.
Mr. Eugênio Tiago Chagas Cordeiro e Teixeira, 43 years old, is a professional with experience in the
development of restructuring processes, business diagnosis, business feasibility analysis and strategic
planning. He has significant experience in commercial work with the ability to implement activities related
to the monitoring and evaluation of goals, relationship with customers and suppliers, development of
promotional actions and establishment of partnerships with public and private institutions. In his work, he
employs agile methodologies, KPIs, Dashboards and BI. He has experience in venture capital as an organizer
and mentor of the Conecta 2018 Program, the largest Startup acceleration program in Brazil, and he led a
partnership with CNT (Confederação Nacional dos Transportes), BMG Uptech, Bossa Nova Invest, NXTP
Labs and Fundação Dom Cabral. As a venture capital investor, he has invested in over 45 Startups. He is also
interested in the following areas: Commercial, Marketing, New Business, Technology, Administrative
Startups and Venture Capital. He graduated with a degree in Social Communication with specialization in
Journalism from UNI-BH, and holds a CBA - Certificate in Business Administration, with Concentration in
Business Management from IBMEC, MBA in Foreign Trade and International Business Management from
Fundação Getúlio Vargas. He completed a Post-Graduation program in Business Management from
Fundação Dom Cabral, a Media X, Innovation and Training For Brazil's Transportation Infrastructure by
Stanford University, a Silicon Valley International Extension by HSM, a Program for the Development of
Startups for the Transport Sector by FDC, aProgram for the Development of Directors by FDC and a Lato
Sensu Post-Graduation program with a specialization in Political Sciences, March 2023. He is CEO and
PETROBRAS | Annual Report and Form 20-F | 2022
31
About us
founder of Alpe Capital, a New Economy company that applies cutting-edge technology combined with
complex quantitative analysis to build the future of investing. With data intelligence and hedging, the
company creates trades that maximize yield while minimizing risk. It also models for real-time visualization
of the futures market premium curve, in addition to atomic operations, derivatives, tokenization and trading
in the crypto market. He is an Advisory Board Member of the Virtual Board. Between March 2019 and
December 2021, he was CEO of PISOM, a holding company that owns interests in several companies in the
financial, benefits and micro insurance sectors. Between September 2015 and January 2019, he was director
for planning, electric mobility and new business at Axxiom Soluções Tecnológicas, responsible for building
Institutional
and maintaining the organization's Strategic Plan, management of Marketing and
Communication strategies, working with the business teams to identify new businesses, management of
the revenue, profitability and productivity of ongoing projects, analysis and monitoring of revenue and
costs, performance of for financial analyses by the board, finance committee and fiscal council support to
the Controllership to attend the External Audit, billing control; management of the development of new
software and Axxiom-MPS-BR Level C. From September 2013. he was managing partner of ETX
Participações e Intermediações LTDA, responsible for developing the business plan, valuation of
companies, exploration of opportunities for investors, oversight of merger and acquisitions, sourcing and
closing deals, managing the results of the market analysis to develop the plan for the company's products
and services, project management, development of strategic partnerships aimed at the development of
projects and management of commercial contracts. Between February 2010 and September 2013, he was
managing partner of Delta Publicidade e Marketing LTDA, responsible for sourcing and closing deals,
managing the results of the market analysis to develop the plan for the company's products and services,
project management, development of strategic partnerships aimed at the development of projects and
management of commercial contracts. Between March 2008 and February 2010, he held a managerial and
administrative position at Instituto João Alfredo de Andrade, directing the institution's commercial,
administrative and financial departments, implementation of administrative processes through Business
Units, definition of norms and operating procedures of the institution, development of partnerships with
public and private companies in the region, with a view toward implementing new businesses, creation of
the commercial segment focused on the dissemination of new products, support for the development of
marketing campaigns, development and application of strategic commercial and marketing and
development actions aimed at increasing revenue and the customer base, development of debt
renegotiation strategies for the student body, and creation of the process for establishing an “examination
board” for selecting faculty. He also oversaw the implementation of the system to control the presence of
the teaching staff, restructuring of the institution's administrative and academic staff, restructuring of the
undergraduate and graduate courses offered by the institution and implementation of the 360º
assessment model for the administrative staff. Between July 2007 and March 2008, he was managing
partner of Aurium Trading Importação e Exportação LTDA, responsible for developing the company's
business plan, involving market research in the grain segment, brand development based on marketing
planning, economic-financial analysis, preparation of labor, customs and other legislation studies for the
development of export and import activities, and prospecting for suppliers. From June 2006 to July 2007,
he worked in the commercial area of Rede Mineira de Rádio, working with a project to decentralize the
accounting unit with redirection to the business units; improvement of the Radio Programming grid,
implementation of projects in the commercial area, intensification of partnerships with Advertising
Agencies to raise funds, development of indicators for commercial support, follow-up and evaluation of the
goals of the commercial area,; management of the financial area, involving a collection system, payments
andcosts, among others, contact with suppliers to control the holding of events, restructuring of the radios'
infrastructure with a view toward reducing costs, negotiation of the network's labor liabilities,
implementation of a participatory remuneration system, development of promotional actions,
development of partnerships with City Halls, implementation of feedback meetings and selection of
professionals to fill open vacancies. Between May 2005 and June 2006, he worked in the communication
department of the Administration of Stadiums of the State of Minas Gerais (ADEMG), producing clippings
and releases, developing a project to digitize the Mineirão Stadium's information collection, developing the
Organizational Climate Survey with proposals for improvement, expanding the institution's internal journal,
PETROBRAS | Annual Report and Form 20-F | 2022
32
About us
developing the Mineirão Stadium website project; advising on the project to change the institution's logo,
supervising the institution's commemorative book project, working with the press office on activities of
forwarding information to the communication channel, scheduling and carrying out interviews to publish
articles in the internal newspaper, performing photo execution works and supporting journalism teams in
cities in the interior of the state and other locations in events related to sports championships. He has
participated in the following extracurricular courses: HSM expo '18, Mentors Course for Startups (July 2018),
HSM – Disruptive Technologies – Silicon Valley International Extension (2018), Stanford University – Media
X, Innovation and Training for Brazil's Transportation Infrastructure (2018), HSM Summit Leadership – The
Power of Knowledge (2018), SingularityU Brasil Summit – The future beyond the curve (2018), Missão
Empresarial China/Germany (2017), Learning to learn: powerful mental tools to help them master subjects
- University of California San Diego – Online, Successful Negotiations: essential strategies and skills –
University of Michigan – Online, Expanding your own business – London Bussiness School (2010), Minas
Gerais Seminar on Professional and Technological Education – SENATEC ( 2008), Financial Analysis and
Planning – SEBRAE (2007), Seminar Latin America, Development and Inclusion, Prebisch's thinking and the
challenges of the 21st century – BDMG – (2007), V Forum Young Leaders from Minas Gerais - BDMG (2007),
Entrepreneurship Course – SEBRAE (2007), Business Plan – SEBRAE (2007), Marketing Course: Business
Construction and Image Construction – Union of Journalists of Minas Gerais (2005), Fundamental
Portuguese: Project Revisar o Português – Union of Journalists of Minas Gerais (2005), Entrepreneurs
Seminars – UNA/MG (2003), MERCOSUR, FTAA and EU Seminar – PUC/MG (2003), Event entitled “Mini ONU”
– PUC/MG (2000).
Mr. Bruno Moretti, 42 years old, holds a degree in economics from the Fluminense Federal University (UFF),
a master's degree in Industry Economics from the Federal University of Rio de Janeiro (UFRJ), a PhD in
Sociology from the University of Brasília (UnB) and a post-doctoral internship in Sociology from UnB. He is
currently a doctoral student in Economic Development at Unicamp. He began his career as a Planning and
Budget Analyst at the Ministry of Planning in 2004. Between 2009 and 2012, he was Director of the
Secretariat for Planning and Strategic Investments. From 2013 to 2014, he served as Advisor to the
Executive Secretariat of the Ministry of Planning and was an alternate member of Funpresp's Deliberative
Council. Between 2013 and 2015, he served on the Board of Directors and Fiscal Council of EBSERH. He was
Director and Deputy Executive Secretary of the Executive Secretariat of the Ministry of Health between
2014 and 2015. From 2015 to 2016, he served as Deputy Executive Secretary of the Civil House of the
Presidency of the Republic. He was Technical Advisor in the Federal Senate on Economy, Infrastructure,
Fiscal Policy and Public Budget between 2017 and 2022. He is currently the Special Secretary for
Government Analysis of the Presidency of the Republic.
Mr. Sergio Machado Rezende, 82 years old, is a Full Professor Emeritus of the Department of Physics at the
Federal University of Pernambuco where he began teaching in 1972. He studied Electronic Engineering at
the Pontifical Catholic University of Rio de Janeiro, received a Master’s Degree in Electrical Engineering from
the Massachusetts Institute of Technology (MIT) and a PhD in Electrical Engineering-Materials Science, also
from MIT. He served as an Adjunct Professor of Physics at the Pontifical Catholic University of Rio de
Janeiro, Professor of Physics at the State University of Campinas, Visiting Professor at the University of
California, Santa Bárbara, and Visiting Professor at the Physik Institut, Universität Zurich. He was Co-
Founder and First Head of the Department of Physics at UFPE (1972-1976) as well as Director of the Exact
Sciences Center at UFPE (1984-1988). He already holds positions in S&T Financing Agencies and
Governmental Institutions, including (i) Co-Founder and First Scientific Director, FACEPE (1990-1993); (ii)
Secretary of Science and Technology of the State of Pernambuco (1995-1998); (iii) Secretary for Heritage,
Science and Culture, Municipality of Olinda (2001-2002); (iv) President of the Financier of Studies and
Projects-FINEP (2003-2005);and (v) Minister of State for Science and Technology (2005-2010). With respect
to scientific organizations, he was (i) Board Member of the Brazilian Society of Physics (1972-1973) and
(1978-1982); (ii) Board Member of the Brazilian Society for the Progress of Science (1979-1982) and (1987-
1990); (iii) Member of the Executive Committee of the International Physics Group of the American Physical
Society (1983-1985); (iv) Vice President of the Brazilian Society of Physics (1985-1987); (v) Member of the
IUPAP Commission on Magnetism (1994-2000); (vi) Vice-President of the International Union of Pure and
Applied Physics (2002-2005), (vii) Member of the IUPAP Special Publications Commission (2012-2013); and
PETROBRAS | Annual Report and Form 20-F | 2022
33
About us
(viii) Honorary President, Brazilian Society for the Progress of Science (SBPC) (2017-Present). He
participated in the organization of international conferences and workshops, including as co-president of
the Workshop on New Trends in Magnetism in Recife (1989), President of the International Conference on
Magnetism in Recife (2000) and Co-president of the Workshop on Magnonics II in Recife (2012). Since his
first publication more than 50 years ago, (S. M. Rezende and F. R. Morgenthaler, Frequency conversion of
spin waves in pulsed magnetic fields, Applied Physics Letters 10, 184 (1967)], he has published more than
300 articles and book chapters individually or in collaboration with students and colleagues on a variety of
phenomena and properties of magnetic materials. He has supervised more than 40 master's and doctoral
theses and has written books on electronic materials and devices that are used in many physics and
engineering courses around the world. His publications have had over 9,400 citations, resulting in an H-
index of 53 in the Google Scholar database. His published books are (i) Sergio M. Rezende, Materials and
Electronic Devices, Editora Livraria da Física (4th Edition, 2015); (ii) Sergio M. Rezende, Fundamentals of
Magnonics, Lecture Notes in Physics 969 (Springer, Cham, 2020); and (iii) Sergio M. Rezende, Introduction to
Electronic Materials and Devices (Springer, Cham, 2022). He was awarded the only scholarship granted
annually in Brazil by the Fulbright Foundation for Engineering and Economics for graduate studies in the
United States (1964). He received a scholarship granted by CAPES for the doctoral program at MIT (1965-
1967), in addition to being a Fellow of the Guggenheim Foundation in the area of Physics (1975-1976). He
was elected a Full Member of the Brazilian Academy of Sciences (1977), received "Order of National
Educational Merit" Medal, from the Ministry of Education (1988), "Order of Scientific Merit-Grand Cross",
granted by the President of the Republic (1995), Anísio Teixeira Award, from the Ministry of Education,
granted by the President of the Republic (2001) and the Bunge Prize for Physics and Engineering (2005). He
is the only Brazilian to be awarded the “Outstanding American Physical Society Referees” award (2009). He
received the Science Award from the Conrad Wessel Foundation (2013) and the Joaquim Costa Ribeiro
Award for Condensed Matter Physicist, Brazilian Society of Physics (2020).
Ms. Suzana Kahn Ribeiro, 63 years old, holds a degree in Mechanical Engineering from the State University
of Rio de Janeiro (1981), a master's degree in Energy Planning Program - COPPE/UFRJ (1988) and a
doctorate in Production Engineering from the Federal University of Rio de Janeiro (1995). She is currently a
professor at the Federal University of Rio de Janeiro, Deputy Director of COPPE/UFRJ since July 2019. She
has been the director of the China Brazil Center since July 2019. She is also the Executive Director of the
Fundo Verde project at the Federal University of Rio de Janeiro. She is a member of the Brazilian Business
Council for Sustainable Development (CEBDS), the Board of the Museum of Tomorrow, the Global Alliance
of Universities on Climate (GAUC), the advisory board of Vital Strategies since September 2021, the Board
of the Institute for Development and Management (IDG), the Board of Directors of the Institute for
Transportation & Development Policy (ITDP) since January 2022 and the International Bamboo and Rattan
Organization since August 2022. She was the IPCC bureau vice chair from 2008 to 2015, Undersecretary of
State for the Environment of Rio de Janeiro (SEA) from 2010 to 2013, National Secretary of Climate Change
and Environmental Quality from 2008 to 2010, lead coordinator of the IPCC 6th Report chapter from 2018
to 2022 and Director of the Executive Graduate Program in Oil and Gas - MBP/COPPE from 1998 to 2020.
Mr. Renato Campos Galuppo, 46 years old, is a lawyer, a liberal professional in activity since February 2003,
with extensive experience in litigation and advisory in electoral, criminal, constitutional and civil matters. He
was legal advisor at the Chamber of Deputies (CNE 7, equivalent to DAS 6) from March 2007 to June 2014
and October 2014 to December 2021. He holds a Bachelor of Law degree from the Federal University of Ouro
Preto (2002), with a specialty in Criminal Law and Applied Criminal Procedure from Centro Universitário UMA
(2020) and a postgraduate degree in Economic Criminal Law from the Institute of European Criminal and
Economic Law of the Faculty of Law of the University of Coimbra/ICCCRIM (2021). He is a member of
ABRADEP (Brazilian Academy of Electoral and Political Law), IBCCRIM (Brazilian Institute of Criminal
Sciences) and ICP (Institute of Criminal Sciences).
Ms. Anelize Lenzi Ruas de Almeida, 44 years old, holds a Bachelor's Degree in Law from the Centro
Universitário de Brasília (Ceub), a Postgraduate Degree in Public Law from the Centro Universitário do
Distrito Federal and a Postgraduate Degree in Public Administration from the Fundação Getúlio Vargas,
with study modules including public sector organizations, Negotiations and Public Budget, and in 2020 she
PETROBRAS | Annual Report and Form 20-F | 2022
34
About us
completed a Masters in Public Policy from the University of Oxford, UK, with study modules including Law,
Evidence, Challenges in Public Policy and Economics. In 2006, she joined the Attorney General of the
National Treasury, having assumed the position of Attorney General for the National Treasury in January
2023. In 2022, she was Deputy Attorney General for the National Treasury. In 2021, she assumed the position
of advisor in the Deputy Office of Economic Policy of the Deputy Chief for Legal Affairs of the Presidency
of the Republic. Between 2020 and 2021, at the office of the Advocacy-General of Brazil, she served as a
consultant to the country, responsible for information from the President of the Republic in concentrated
constitutionality control actions related to tax law, financial law, economic law, as well as processes of
disciplinary law. In 2019, at the Attorney General of the National Treasury, she took over as Chief of Staff of
the Attorney General. In 2017 and 2018, she served in the General Coordination of Financial Affairs, advising
on tax and financial law and assisting bodies of the Ministry of Economy, in particular the National Treasury.
Between 2014 and 2017, she was Deputy Attorney General for Brazil's Active Debt, participating in the
national coordination of recovery strategies for credit registered under DAU and FGTS Active Debt, and in
the planning and definition of strategies to improve the efficiency of debt recovery and registered credit.
Between 2009 and 2013, she was Chief of Staff to the Attorney General. In 2009, she served as Chief
Prosecutor for Brazil’s Active Debt in the PRFN 1 Region. Between 2007 and 2009 she was Chief Prosecutor
of the PFN / DF (interim). In 2006, she was Attorney at the National Treasury in Amazonas. Between 2003
and 2006, she worked at the Federal Regional Court of the First Region, in Brasília, as a Judiciary Technician
(mid-level), Official of the Judge's Office. Between 2000 and 2003, she was a Judiciary Technician (mid-
level) at the Center for Judicial Studies of the Federal Justice Council in Brasília. Since 2021, she has been a
member of the Supervisory Board of Serenas, a non-profit, non-partisan organization that works to
guarantee the rights of girls and women in Brazil, serving as a volunteer. In 2022, she served as a volunteer
mentor for the Fourth Class of the Alumna Network and on the Board of Reviewers for the Magazine of the
Public Ministry of the Federal District and Territories. She was an arbitrator for the VI Tax Moot Brasil.
Between 2016 and 2018, she served on the Board of Directors of Caixa Econômica Federal. Between 2014
and 2016, she was a member of the Fiscal Council of Caixa Econômica Federal. Between 2011 and 2013, she
was a member of the Fiscal Council of Banco do Brasil. She participated in public hearings in the Chamber of
Deputies on the recovery of public debts registered in Brazil’s Active Debt and the impact on social security
reform, tax evasion including discussion on the proposal of the new tax execution law.
Mr. Evamar José dos Santos, 61 years old, holds a Bachelor's Degree in Business Administration from FACE-
FUMEC and a Graduate Degree in Finance and Public Accounting from FACE-UFMG. Since 2017, he has been
working as a financial advisor. In the public sector, he was a public servant with 37 years of services provided
in the Legislative Assembly of the State of Minas Gerais (1980 to 2017) including experience in various
positions and managerial functions: (i) Deputy General Manager (March 2011 to November 2017); (ii)
Infrastructure Officer (June 2007 to March 2011); (iii) Deputy Director General (May 2001 to June 2007); (iv)
Special Advisor to the General Director (August 1998 to May 2001); (v) Treasury Manager (FG3) (January
1991 to August 1998); (vi) Accounting Coordinator Manager (December 1986 to January 1991); (vii) Special
Advisor to the Financial Inspectorate (February 1985 to December 1986); and (viii) Security Agent
(November 1980 to January 1985). In the private sector, he worked at Banco Mercantil do Brasil from 1978
to 1980, was a typist from July 1979 to October 1980 and a clerk from October 1978 to June 1979. Between
2018 and 2020, he was Counselor of the Ethics Committee of COFAL - Cooperativa de Economy and Mutual
Credit of Employees of the Legislative Assembly of the State of Minas Gerais. From 2015 to 2017, he served
as Administrative Director of PROCON - ASSEMBLEIA. From 2011 to 2015, he was President of the
Commission for Works and Building Maintenance of the Legislative Assembly of the State of Minas Gerais.
From 1986 to 1988, he was Chief Financial Officer of COFAL - Cooperative of Economy and Mutual Credit for
Employees of the Legislative Assembly of the State of Minas Gerais. From 1987 to 1998, he was a Technical
Member of the Special Commission for Preparing the Annual Budget Proposal of the Legislative Assembly
of the State of Minas Gerais.
Mr. José João Abdalla Filho, 77 years old, also known as Juca Abdalla, through his investment vehicles, is
one of B3's largest individual long-term investors, in amounts in excess of R$20 billion, focusing on the oil
and gas, energy and mining sectors, for more than 10 years. Despite being an alternate for a period, in both
Cemig and CEG, alternates attend the meetings of the Board of Directors. Through such involvement, he
PETROBRAS | Annual Report and Form 20-F | 2022
35
About us
gained valuable experiences in the energy and oil and gas sectors, and has led to him focusing his work on
the interests of all stakeholders, especially in state-controlled companies. Juca seeks to support the
performance of the Board of Directors, with a focus on controlling operating costs, capital allocation
discipline and return equivalent to the risk assumed by all stakeholders, especially the company's
shareholders, always with a long-term vision. .
Mr. Marcelo Gasparino da Silva, 52 years old, is a lawyer who graduated from UFSC and a specialist in
Corporate Tax Administration from ESAG. He completed executive training in mergers and acquisitions at
the London Business School, and CEO training at Fundação Getúlio Vargas (IBE / FGV / IDE). He is a professor
at the ENÁ Foundation. He practiced law for 15 years (1995-2010), starting an executive career as the Legal-
Institutional Director of CELESC (2007-2009). He has been a Board Member certified by the IBGC since 2010,
and in the last 12 years, he has served as an Independent Board Member in publicly-held companies, with
more than 30 mandates as a member of Boards of Directors and five mandates as an Audit Board Member.
He is Chairman of the Board of ETERNIT (2017-present) as well as a Board Member of both VALE (2020-
present) and Petrobras (2021-present). At VALE, he is Coordinator of the Sustainability Committee and a
member of the Nomination Committee and was a member of the Operational Excellence and Risks
Committee (2020-2022). At Petrobras, he is Chairman of the Minority Shareholders Committee, and member
of the Committees on Investments, Audit of Petrobras Conglomerate Companies and Safety, Environment
and Health. At CEMIG, he is a member of the Finance and Strategy Committee. At ETERNIT, he is Coordinator
of the Photovoltaic Generation Committee. Through various positions in the mining and steel, oil & gas,
petrochemical, logistics, generation, transmission and distribution of energy, basic industry, civil
construction, photovoltaic generation, storage and basic sanitation sectors, he acquired skills that allow
him to contribute to the most diverse subjects and strategies. He was part of emblematic cases of minority
activism, such as the election of the first and only Chairman nominated and elected by minority
shareholders at Usiminas (2015), the first minority election by multiple vote (Eletrobras-2016, Vale-2019
and Petrobras 2020), the dispute at the CVM of the proposal to include the “negative vote” in the electoral
process for the Board of the Brazilian Public Company (Vale 2021), the election of four alternative
candidates in the first electoral process of Vale Corporation (2021) and the first time that minority
shareholders elect two directors through the multiple voting process at Petrobras (2022). In April 2017, he
assumed the Presidency of the Board of Directors of ETERNIT to lead its turnaround with the election of a
new board, but with the restriction on the use of Chrysotile Asbestos in Brazil, the company started the
Judicial Recovery process (2018). Leading the board in the complex moment, he worked on the
diversification of ETERNIT’s portfolio, through the photovoltaic energy area, one of the most successful
processes in Brazil. He was a member of the boards of Bradespar (2015-16), Battistella (2016-17), Casan
(2019), Celesc (2011-14 and 2018-19), Companhia Energética de Minas Gerais (CEMIG) (2016-2022),
Eletrobras (2012-14 and 2016), Eletropaulo (2016-18), Gasmig (2020-21), Kepler Weber (2017-20) Tecnisa
(2012-14) and Usiminas (2012-16). He was a member of the Fiscal Councils of AES TIETÊ (2013-14),
BRADESPAR (2014-15), BRASKEM (2018-19) and Petrobras (2018-21). He is the oldest External Consultant
for the Innovare Award.
Biographies: Newly Appointed Members of our Executive Board
Below are the biographies of the newly appointed members of our Executive Board:
Mr. Sergio Caetano Leite, 53 years old, holds a master's degree in Economics and Management and is a
CVM-certified portfolio and investment fund manager, with international experience in investment banking
and mergers and acquisitions in Brazil and outside of Brazil. He worked for over 15 years in the oil industry
as a financial consultant and in capital markets in fund management and fiduciary administration, serving
institutional and structured funds. Recently, he served as undersecretary of the Northeast Consortium
responsible for the Thematic Chambers of Sanitation, Energy (Renewable Energy, Oil and Gas), and
Infrastructure and Investment. He also coordinated the Consortium's Investment Platform, structuring
more than 2 billion reais in financing for the member states in the last three years.
PETROBRAS | Annual Report and Form 20-F | 2022
36
About us
Mr. Joelson Falcão Mendes, 59 years old, is a mechanical engineer with a degree from the Federal University
of Rio de Janeiro (UFRJ) with an MBA in business management from FGV and specialization in advanced
management from INSEAD, France. He joined Petrobras in 1987 as an equipment engineer and has held
several managerial positions in the last 31 years. He was Operations Manager of several platforms and
General Manager of the Petrobras units in Amazonas, Rio Grande do Norte and Ceará states and Campos
Basin. Later, he was Executive Manager of deepwater and Executive Manager of ultra-deepwater. Currently,
he is responsible for the Executive Management of Safety, Environment and Health at Petrobras. He is a
member of the Board of Directors of OSLR - Oil Spill Response Limited.
Mr. Carlos José do Nascimento Travassos, 55 years old, holds a degree in Mechanical Engineering and has
37 years of experience in the market, including four years at the Arsenal of the Navy in Rio de Janeiro,
working in shipbuilding, and 33 years at Petrobras, having occupied several leadership positions with
passages in the Executive Boards of Exploration and Production and Production Development, acting in
Brazil and outside of Brazil, both in operational and managerial positions. He worked on the implementation
of structuring programs in the areas of engineering, contracting, construction, commissioning and pre-
operation, and was responsible for the delivery of the units P-66, P-67, P-68, P-69, P-70 and P-71 and for
the design of new FPSOs focused on reducing emissions of greenhouse gases. In the downstream segment,
he was responsible for the implementation of projects in the main refineries in the country, working in the
areas of processing and natural gas, hydrotreatment units, refinery expansions and revamps. As Deepwater
Executive Manager (AGP), he was responsible for the management of the Campos Basin and Espírito Santo
units, along with the complementary development of the fields in these units. He currently holds the
position of Executive Manager of Surface Systems, Refining, Gas and Energy (SRGE), the area responsible
for engineering projects and the implementation of major capital investment works in the areas of
Exploration and Production, Refining, Gas, Energy and Logistics.
Mr. Claudio Romeo Schlosser, 58 years old, is a chemical engineer with a degree from the Federal University
of Santa Maria, and a lawyer with a degree from the Pontifical Catholic University of Petrópolis - RJ. He has
an MBA in Finance from FGV and Management from INSEAD and Fundação Dom Cabral, and an Executive
MBA from Rice University, located in Houston. He joined Petrobras in 1987 as Petroleum Processing
Engineer. He has over 35 years of experience in the most diverse areas of processing, marketing, and
logistics of oil and oil products. Among several positions previously held, he was General Manager of
Henrique Lage Refinery (REVAP) and Landulpho Alves Refinery (RLAM), Manager and Director of Fábrica
Carioca de Catalisadores, Vice-President of Petrobras America and Executive Manager of Refining,
Petrochemicals and Fertilizers of Petrobras, commanding 13 refineries, one industrial shale plant and
Petrobras' petrochemical complexes and fertilizer plants.
Mr. William França da Silva, 62 years old, holds a degree in Chemical Engineering from the Federal
University of Rio de Janeiro (UFRJ) and in Law from the State University of Rio de Janeiro (UERJ), an MBA
in Business Management (COPPEAD/UFRJ) and training in Strategic Management and Value Chain
(INSEAD/France). He began his career at Petrobras as a processing engineer in 1988, at the Duque de Caxias
Refinery/RJ (Reduc). His professional experience includes work as an asset manager of the Guillermo Bell
Refinery/Bolivia and general manager of the refineries including RPBC/Cubatão-SP, REGAP/Betim-MG,
RLAM/Mataripe-BA, and REDUC/Duque de Caxias-RJ. He was also executive manager and director of
Transpetro and Transpetro Internacional.
Ms. Clarice Coppetti, 59 years old, has a degree in Accounting and Economic Sciences. She has a
postgraduate degree in Strategic Information Technology Management from FGV and a postgraduate
degree in Forensic and Banking Law from UniBF/Ibcappa. She was Commercial Director of Companhia de
Processamento de Dados do Estado do Rio Grande do Sul, PROCERGS, and was Vice-President of
Information Technology at CAIXA Econômica Federal. She was Director of Operations and Services of the
Olympic Public Authority and Director of Institutional Relations, accumulating the Financial Directory of the
company NORTE ENERGIA S/A. She was a permanent member of the Audit Committee of CAIXA Econômica
Federal, permanent member of the Risk Committee of CAIXA and President of the Information Technology
Committee of CAIXA Econômica Federal. She was a permanent member of the Deliberative Council and of
the Fiscal Council of Fundação dos Economiários Federais, FUNCEF. She was a permanent member of the
PETROBRAS | Annual Report and Form 20-F | 2022
37
About us
Board of Directors of CAIXA Capitalização S/A and an alternate member of the Fiscal Council of CAIXA
Consórcios S/A. She is currently a member of CAIXA's Audit Committee.
Mr. Carlos Augusto Barreto, 55 years old, graduated from PUC-RJ in Information Technology, with
extension courses at New York University (NYU). He holds several certifications in IT, Project Management
and Process Management. Process Digital Transformation Leader with more than 25 years of experience in
the corporate environment. He worked in financial institutions and authorities such as the Federal Reserve
and Mitsubishi Bank and companies in various industries such as Charter Communications and Cushman
Wakefield. He was also a large-scale IT Project Manager in companies such as IBM, Dun & Bradstreet, with
implementations in several countries and multiple stakeholders.
Continuing Uncertainty Concerning our Executive Officers and Board
of Directors
For a current list of our Executive Officers and Board of Director members as of the date of this annual
report, see “Management and Employees – Management” and “Management and Employees – Executive
Officers” in this annual report.
If there are vacancies at the Board of Directors or our Executive Officers, it is possible that such positions
will not be filled promptly.
The upcoming changes to the composition of our Board of Directors and our Executive Officers may result
in significant additional uncertainty. It is difficult to predict the future strategic, business or policy decisions
or views that any newly-elected members of our Board of Directors or our Executive Officers may take or
have, and we cannot predict how this will affect our business, our results of operations and our financial
condition, which could in turn adversely affect the value of our securities.
Our Strategic Plan consists of our continuous evaluation of the business environment and the
implementation of our strategies, allowing for adjustments to be made in more efficient ways. See
“Strategic Plan — 2023-2027 Strategic Plan” in this annual report. The recent developments described
above, including any changes to our Board of Directors and our Executive Officers, may affect not only our
ability to implement our Strategic Plan, but whether that Strategic Plan remains in place, as well as the
direction of any subsequent strategic plans, including decisions related to the management of our
operations and investments.
Risk Factors
The recent developments described above may materially and adversely impact our business, prospects,
results of operations and financial condition, and the value of our securities. The role of the Brazilian federal
government as our controlling shareholder presents specific risks for investors. For more information, see
“Risk Factors - 2.a) The Brazilian federal government as our controlling shareholder, may pursue certain
macroeconomic and social objectives through us, that may have a material adverse effect on us" in this
annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
38
Risks
Risks
Risks
Risks
Risks
The nature of our operations exposes us to a number of risks that, individually or jointly, may have an effect
on our financial performance. For the year ended December 31, 2022, we have changed the structure of the
risk factors to adapt them to the new order of relevance required by the Brazilian Securities and Exchange
Commission (“CVM”), our local regulator, in order to present information to investors in a more consistent
manner, in this annual report. The risk factors are presented in the following groups:
Risks related to (1) our company; (2) our shareholders, in particular our controlling shareholders; (3) our
directors; (4) our suppliers; (5) our customers; (6) the sectors of the economy in which we act; (7) the
regulation of the sectors in which we are involved; (8) foreign countries where we are involved; (9) social
issues; (10) environmental issues; (11) climate issues, including physical and transition risks; (12) the use of
our trademark; and (13) our shares and debt securities.
Risk Factors
1) Risks related to our company
1.a) We are exposed to health, safety and environmental risks in our operations, which may lead to
accidents, significant losses, administrative proceedings and legal liabilities.
Activities related to the oil and gas business present high risks, generally because they involve high
temperatures and pressures. Our activities, particularly those in deep and ultra-deepwaters and refining,
present several risks, such as oil and product leakage, fires and explosions in refineries and exploration and
production units, including platforms, ships, pipelines, terminals and losses of containment in dams, among
others assets owned or operated by us. These events can occur due to technical or human failures or natural
disasters, among other factors. The occurrence of one of these events, or other related incidents, may result
in health impacts on our workforce and/or surrounding communities, fatalities and environmental damage.
They can cause material damage, production losses, financial losses and, in certain circumstances, liability
in civil, labor, criminal, environmental and administrative proceedings. As a result, we may incur expenses
related to mitigation, recovery and/or compensation for the damages caused.
We are also exposed to corporate security risks arising from acts of intentional interference by third parties
in our pipelines and nearby areas, especially illegal taps (thefts) of oil and oil products, mainly in the states
of São Paulo and Rio de Janeiro. If this interference continues, it may result in small or large accidents,
including leaks or damage in our facilities, which may affect our continued operations and lead to the
payment of fines and indemnities to the affected parties, all of which may negatively impact our results. For
more information, please see “Our Business – Exploration and Production” and “Environment, Social and
Governance” in this annual report.
Finally, due to risks such as those mentioned above, we may face difficulties in obtaining or maintaining
operating licenses and may suffer damages to our image and reputation.
1.b) We may incur losses and spend time and financial resources defending pending litigations and
arbitrations.
We are currently party to several administrative, legal and arbitration proceedings related to civil,
administrative, tax, labor, environmental and corporate claims filed against us. These claims involve
substantial amounts of money and other resources, and the total cost of unfavorable decisions can have a
material adverse effect on our results and financial condition.
PETROBRAS | Annual Report and Form 20-F | 2022
40
Risks
These legal, administrative and arbitration proceedings can have a negative impact on our results due to
their outcome, such as contracts’ termination and/or revision of governmental authorizations. Depending
on the outcome, litigation can result in restrictions on our operations and have a material adverse effect on
some of our business.
We can be affected by changes in rules, regulations and jurisprudence that can have a material adverse
effect on our financial condition and results.
1.c) Failures in our information technology systems, information security systems (cybersecurity) and
telecommunications systems and services can adversely impact our operations and reputation.
Our operations are highly dependent on information technology and telecommunications systems and
services, as well as the degree of technological protection and the strength of the associated internal
controls. Interruptions or malfunctions affecting these systems and/or their infrastructure, caused by
obsolescence, technical failures and/or deliberate acts, or even arising from geopolitical factors or derived
from third-party systems and digital infrastructure, may harm or even paralyze business and adversely
impact our operations and reputation. They may also bring unforeseen costs for the recovery of information
and assets, in addition to the imposition of fines or legal penalties.
Information security failures (including industrial and automation systems) due to external, intentional or
not (e.g. malware, hackers, cyberterrorism) or internal (e.g. neglect or misuse of IT assets by employees or
contractors) may also impact our business and reputation, our relationship with stakeholders and external
agents (government, regulatory bodies, partners, suppliers, among others), our strategic positioning
towards our competitors and our results.
1.d) The selection and development of our investment projects have risks that may affect our expected
results.
We constantly evaluate new project opportunities to compose our investment portfolio. As most projects
are characterized by a long development period, we may face changes in market conditions, such as changes
in prices, consumer preferences and demand profile, exchange and interest rates and financing conditions
that may jeopardize our expected rates of return. We may also change our criteria for approving projects,
resulting in different risk and return profiles.
We also face specific risks for oil and gas projects. Despite our experience in the exploration and production
of oil in deepwater and ultra-deepwater and the continuous development of studies during the planning
stages, the quantity and quality of oil and gas produced in a certain field will only be fully known in the
phases of deployment and operation, which may require adjustments throughout the project lifecycle and
its expected rate of return.
There are also risks related to potential delays in the execution of oil and gas projects, which may result in
the mismatch of required dates between upstream and downstream projects (e.g., delay in onshore
infrastructure, impacting offshore flow of oil and gas, and onshore gas transportation). In addition, we face
risks associated with external conflicts, wars or unplanned downtime events of critical assets (such as
drilling rigs and the natural gas and LNG chain) that can also impact offshore and onshore flow and may
compromise the continuity of our business production chain. Additionally, our failure to meet obligations
established by ANP may generate fines and liabilities.
Moreover, despite our experience in exploration and production, we may face new technical challenges as
we move closer to the technological frontier.
In addition, our Strategic Plan includes initiatives related to climate change, which is increasingly becoming
a material business risk. Climate change risks may include physical risks, such as extreme weather events,
and transition risks, such as policy and regulatory changes and shifting market demands. To address these
risks, we may need to increase our investments in climate change mitigation and adaptation measures,
which may result in increased capital expenditures and significantly impact our Strategic Plan. For further
information on how climate change could impact our results and strategy, please see “Risk Factors – Risks
related to climate issues, including physical and transitional risks - 11.a) Climate change could impact our
results and strategy.”
PETROBRAS | Annual Report and Form 20-F | 2022
41
Risks
Furthermore, we may decide to invest in new energy transition projects that are beyond our current scope
of experience and expertise. In addition to the risks and challenges described above, we may encounter
other risks associated with these new investments and ventures, which could negatively impact our
portfolio’s risk profile and rate of return.
1.e) We have substantial liabilities and may be exposed to significant liquidity constraints in the short
and medium term, which may materially and adversely affect our financial condition and results.
We have substantially reduced the level of our debt in recent years. However, our liabilities are still relevant
and could potentially weaken our liquidity in adverse times. Considering that there may be liquidity
constraints on the debt market to finance our planned investments, pay principal and interest obligations
in contracted terms, and honor our financial commitments, any difficulty in raising significant amounts of
debt capital in the future may affect our results and the ability to fulfill our Strategic Plan or any subsequent
plan adopted.
Our lack of investment grade credit rating and any further lowering of our credit ratings may have adverse
consequences on our ability to obtain financing in the market through debt or equity securities, or may
affect our financing cost, making it more difficult and/or costly to refinance maturing obligations. The
impact on our ability to obtain financing and the cost of financing may adversely affect our results and
financial condition.
In addition, our credit rating is sensitive to any change in the credit rating of the Brazilian federal
government. Any further lowering in the credit ratings of the Brazilian federal government may have
additional adverse consequences on our ability to obtain financing and/or on the cost of our financing and,
consequently, on our results and financial condition.
1.f) Differing interpretations of tax regulation or changes in tax policies may have an adverse effect on
our financial condition and results.
We and our Brazilian and foreign subsidiaries, are subject to tax rules and regulations that may be
interpreted differently over time or that may be interpreted differently by us, our subsidiaries and Brazilian
(including the federal, state and municipal) and foreign tax authorities. As a result of such divergences, we
and our subsidiaries may take unanticipated provisions and charges. In some cases, when we and/or our
subsidiaries have exhausted all administrative remedies to a tax contingency, further appeals must be made
in the judicial courts, which may require us to provide the judicial courts with judicial guarantees, such as
the deposit of amounts equal to the potential tax liability, plus accrued interest and accumulated fines. In
some of these cases, a settlement of the matter may be a more favorable option for us and our subsidiaries.
In addition, a settlement of a tax dispute may have a broader impact on other tax disputes.
The Brazilian Congress may approve tax reforms, implementing substantial changes to the Brazilian tax
framework, that could impact our business. Furthermore, Brazilian (including the federal, state and
municipal) and foreign tax authorities may also publish new legislation and/or regulation that impacts the
fulfillment of tax obligations (primary and ancillary) requiring relevant efforts (human and systemic
resources) by taxpayers to implement the obligations within the legal deadline. The obligation to adapt the
taxpayer’s processes to the new legal framework in a short time may have an adverse effect on our results
and the results of our subsidiaries.
Any of these occurrences may have a material adverse effect on our financial condition and results.
1.g) Maintaining the long-term oil production objectives depends on our ability to successfully
incorporate and develop our reserves.
Our ability to incorporate additional reserves depends on exploration activities, which expose us to its
inherent risks and may not lead to the discovery of commercially viable oil or natural gas reserves.
PETROBRAS | Annual Report and Form 20-F | 2022
42
Risks
Adding new reserves also depend on our ability to conceive and implement development projects.
Exploration and development activities in deepwater and ultra-deepwater require significant capital
investments and involve several factors that are beyond our control, such as significant changes in
economic conditions, climate and environmental regulations and permits, supply market capacity, and
unexpected operating conditions, including equipment failures or incidents, which may restrict, delay or
cancel our operations.
In addition, increased competition in the oil and gas sector in Brazil and our own capital constraints may
make it more difficult or costly to obtain additional acreage in bidding rounds for new contracts and to
develop existing contracted areas.
1.h) Our crude oil and natural gas reserve estimates involve some degree of uncertainty, which could
adversely affect our ability to generate income.
Our proved crude oil and natural gas reserves set forth in this annual report are the estimated quantities of
crude oil and natural gas that geological and engineering data demonstrate with reasonable certainty to be
economically producible from a given date forward from known reservoirs under existing economic and
operating conditions (i.e. at current prices and costs) according to Regulation S-X and other applicable
regulations.
The reserve estimates presented are prepared based on assumptions and interpretations that are subject
to risks and uncertainties. If the geological and engineering data that we use to estimate our reserves is
inaccurate, our reserves may be less than what is currently indicated in our quantitative portfolio estimates
and what is reported by the companies that conduct evaluation of our reserve estimates. In addition,
reserve estimates may be affected by significant changes in economic conditions.
Downward revisions in our reserve estimates indicate lower future productions, which may have an adverse
effect on our results and financial condition.
1.i) Decommissioning projects have been growing and becoming more relevant in our portfolio, in addition
to being subject to increasing regulatory requirements and stakeholder expectations, which may result in
damage to our image and increased costs.
Decommissioning projects have grown and become more relevant to our portfolio as concession contracts
and production systems expire. With the publication of ANP Resolution 817/2020, we may face some
difficulties in defining the scope of these decommissioning projects and meeting regulatory requirements,
especially due to the learning curve of the industry and ours in this area. Although our decommissioning
plans have been developed in compliance with applicable legislation, these plans may face scrutiny from
stakeholders or fail to meet market demands or expectations regarding environmental, social and
governance practices. As a result, our image and reputation may be adversely affected, and the resources
and costs foreseen for these projects may also increase.
1.j) Obligations relating to pension plans ("Petros") and health care benefits are estimates that are
reviewed annually and may diverge from actual future contributions due to changes in market and
economic conditions, as well as changes in actuarial assumptions, which may require additional
contributions to rebalance the plans.
The calculation of actuarial obligations, both for our pension plans and for our health care plan benefits, is
based on actuarial estimates and assumptions, as well as on the modeling of business rules, observing the
applicable regulation and legislation. Thus, the value of the obligations corresponds to an estimate that
may change over time, as the assumptions and estimates are not confirmed.
In addition, we and Petros face risks related to supplementary pension, including those that affect the
financial assets held by Petros to cover obligations of the benefit plans sponsored by us, which may not
generate the necessary returns to cover the relevant liabilities, in which case additional contributions from
us and participants may be necessary, subject to the constitutional contributory parity rule.
PETROBRAS | Annual Report and Form 20-F | 2022
43
Risks
Regarding health benefits, projected cash flows may also be impacted by the following factors:
increase in medical costs higher than expected;
additional claims arising from benefits extension; and
difficulty in adjusting the contributions of participants to reflect increases in health costs.
These factors may result in an increase in our liabilities and may adversely affect our results and our
financial condition.
1.k) Difficulties in attracting, developing and retaining people with the necessary skills and
qualifications can negatively impact the implementation of our strategy.
Our success depends on the capacity to continue training and qualifying our personnel so that they are
qualified to assume senior positions in the future.
The entry of employees in a public position or employment in Brazil is made possible by public selection
process, as provided for in the Federal Constitution. Furthermore, considering that the Consolidação das
Leis do Trabalho (Consolidation of Labor Laws) does not allow the requirement of more than six months’
previous experience, we cannot guarantee that new employees have the adequate experience to perform
the activities for which they are designated, that is, with qualifications, experience and skills previously
developed in the market.
There is no guarantee that we will adequately allocate and train our workforce, nor that we will be able to do
so without incurring additional costs. Any failure may adversely affect our results and business.
1.l) Strikes, work stoppages or labor unrest by our employees or by the employees of our suppliers or
contractors may adversely affect our results and our business.
Several factors may lead to legal issues and labor claims, giving rise to strikes and stoppages, such as:
Disagreements and dissatisfaction regarding our business strategy, in particular, those related to
portfolio management and its implications for the workforce;
Human resources policies regarding remuneration, benefits and number of employees;
Workers' contributions to cover the deficit of our pension plan (Petros);
Implementation of regulations recently created for health care and pension plans; and
Changes in labor legislation.
Strikes, work stoppages or other forms of labor demands at any of our facilities or in our major suppliers,
contractors or their facilities or in sectors of society that affect our business may impair our ability to
continue our operations and complete our projects, adversely impacting our results and our financial
condition.
1.m) Our business may be materially and adversely affected by the emergence of epidemics or pandemics,
such as Covid-19.
Epidemics and pandemics caused by infectious agents, such as the Covid-19 pandemic, can impact the
health of our workforce, our partners and suppliers, as well as demand the redesign of routines, procedures
and organization of work in general, and may consequently affect the continuity of various activities and
our productivity. The operation of facilities such as platforms, refineries, terminals, among others may be
impacted, as well as the full functioning of the supply chain. In addition, such public health events may
affect oil prices and demand, which, consequently, may negatively impact our results and financial
condition.
PETROBRAS | Annual Report and Form 20-F | 2022
44
Risks
1.n) We do not maintain insurance against business interruption in operations in Brazil and most of our
assets are not insured against war or sabotage.
We generally do not maintain insurance coverage for business interruptions of any nature for our
operations in Brazil, including business interruptions caused by labor disputes. If, for instance, our workers
or those of our main suppliers, vendors and service providers were to strike, the resulting work stoppages
could have an adverse effect on us. In addition, there is no insurance for most of our assets in case of war or
sabotage. Therefore, an attack or incident that causes the interruption of operations may have a material
adverse effect on our results and financial condition.
Additionally, our insurance policies do not cover all types of risks and liabilities in the area of safety,
environment, health, government fees, fines or punitive damages, which may impact our results. We cannot
guarantee that incidents will not occur in the future, that there will be insurance to cover the damages or
that we will not be held responsible for these events, which may negatively affect our results.
Furthermore, we cannot guarantee that the amounts of insurance coverage contracted for risks related to
our activities will be sufficient to guarantee, in the event of a claim, the payment of all damages caused,
which may adversely affect our business and results.
1.o) The ability to develop, adapt and access new technologies is fundamental to our competitiveness.
The maintenance of our reserve rates and production viability in an efficient manner requires constant
development and access to new technologies. If we are no longer on the technological frontier of oil and gas
exploration in ultra-deepwaters, our performance may become less competitive than other companies in
the sector, jeopardizing our long-term strategy.
Our competitiveness is also tied to the development of new products and processes with intense use of
technologies to aspire to our goal to net zero operating emissions, in addition to answering environmental
regulations and new market trends.
1.p) As a result of divestments and partnerships, we are exposed to risks that could lead to financial
losses.
Upon completion of each divestment or partnership (post-closing stage), we must perform integrated
management and monitoring of the actions required and provided under the contracts related to each
project, taking into account the rights and compliance with the obligations established for each party.
Failure to comply with such contractual obligations or non-exercise of rights may result in financial losses.
Furthermore, as determined by the ANP, in case of the total or partial sale of our participation in E&P
contracts, we remain jointly liable for abandonment costs after the new concessionaire’s production ends,
should it default on this task. Such joint liability covers obligations arising prior to or after the transfer,
provided that it arises from activities carried out on a date prior to the transfer. The same applies to
environmental liabilities, regardless of the segment of which the divested asset is part. According to
environmental legislation, liability for environmental damage is the responsibility of all those who directly
or indirectly contributed to its realization, and the adjustments made between the buyer and seller parties
do not release those parties of their liability.
Additionally, the sale of our assets may negatively impact existing synergies or logistics integration within
our company, which may adversely affect our results.
Our present or future partners may not be able to meet their obligations, including financial ones, which
may jeopardize the viability of some projects in which we participate. When we act as an operator, our
partners may have the right to veto certain decisions, which may also affect the viability of some projects.
Regardless of the partner responsible for the operations of each E&P project, we may be exposed to risks
associated with those operations, including litigation (where joint liability could apply) and the risks of
government sanctions arising from such partnerships, which could have a material adverse effect on our
operations, reputation, cash flow and financial condition.
PETROBRAS | Annual Report and Form 20-F | 2022
45
Risks
1.q) We are subject to the risk that internal control over financial reporting may become inadequate due
to changes in the control environment, or that the degree of compliance with our policies and procedures
may deteriorate.
Limitations inherent in internal control over financial reporting may cause them to fail to prevent or detect
errors and may adversely affect our ability to report financial results in future periods accurately and in a
timely manner. In addition, it is difficult to project the effectiveness of internal control over financial
reporting for future periods, as our controls may become inadequate due to changes in the control
environment, or because our degree of compliance with our policies and procedures may deteriorate.
The identification of a material weakness in our internal control over financial reporting or any of the above
occurrences may adversely affect our business and operations and may generate negative market reactions
regarding us, potentially affecting our financial conditions and leading to a decline in the value of our
shares.
1.r) Potential adverse developments in the Lava Jato investigation or other future investigations
regarding the possibility of noncompliance with the U.S. Foreign Corrupt Practices Act may adversely
affect us. Violations of this or other laws may require us to pay fines and expose us and our employees to
criminal penalties and civil suits.
The Lava Jato investigation is still being conducted by Brazilian authorities and additional relevant
information affecting our interests may come to light. Adverse developments could negatively impact us
and could divert the efforts and attention of our management team from our ordinary business operations.
In connection with any future investigation or proceedings carried by any authorities in Brazil or any other
jurisdiction arising out of Lava Jato investigation, or other possible noncompliance with the U.S. Foreign
Corrupt Practices Act or other laws, we may be required to pay fines or other types of financial convictions,
or to comply with court orders on future conduct or suffer other penalties, any of which may have a material
adverse effect on us.
1.s) We may face additional proceedings related to the Lava Jato investigation.
We are currently party to a collective action commenced in the Netherlands, an arbitration proceeding in
Argentina and arbitration and judicial proceedings commenced in Brazil regarding the Lava Jato
investigation. In each case, the proceedings were brought by investors (or entities that allegedly represent
investors’ interests) who purchased our shares traded on the B3 Stock Exchange or other securities issued
by us outside the United States, alleging damages caused by facts uncovered in the Lava Jato
investigations.
In Argentina, we are defendants in two criminal lawsuits brought by Consumidores Financieros Asociación
Civil para su Defensa, currently named Consumidores Damnificados Asociación Civil. For additional
information, see “Legal and Tax - Legal Proceedings - Criminal Actions in Argentina”.
In addition, EIG Management Company, LLC (“EIG Management”) and eight of its managed funds ("EIG
Funds") (together with EIG Management, "EIG") filed a complaint against us on February 23, 2016 before the
United States District Court for the District of Columbia. For additional information, see “Legal and Tax -
Legal Proceedings - Sete Brasil’s Investor Claim and Mediation Procedure” in this annual report.
It is possible that additional complaints or claims might be filed in the future in the United States, Brazil or
elsewhere against us relating to the Lava Jato investigation. It is also possible that further information
damaging to us and our interests will come to light in the course of the ongoing investigations of corruption
by Brazilian authorities. Our management may be required to direct its time and attention to the defense
of these claims, which could prevent them from focusing on our core business.
In addition, as a result of the continuing Lava Jato investigation, substantive additional information may
come to light in the future that would make the estimate that we made in 2014 for overpayments incorrectly
capitalized appear, retrospectively, to have been materially low or high. In previous years, we were required
to write off capitalized costs representing amounts that we overpaid for the acquisition of property. We
may be required to restate our financial statements to further adjust the write-offs representing the
overstatement of our assets recognized in our audited consolidated financial statements from prior years.
PETROBRAS | Annual Report and Form 20-F | 2022
46
Risks
1.t) Operations with related parties may not be properly identified and handled.
In accordance with our Related Party Transaction Policy, transactions with related parties must be carried
out under market conditions, executed in our best interest, without conflict of interest and meeting the
necessary requirements: competitiveness, compliance, transparency, equity and commuting. The decision
processes involving these transactions must be objective and documented. In addition, we must comply
with the rules of adequate disclosure of information, in accordance with applicable legislation and as
determined by the CVM and the SEC. Any failure in our process of identification and treatment of these
situations may adversely affect our economic and financial condition, as well as lead to regulatory
assessments by agencies.
1.u) Violations of applicable data protection laws may result in fines and other types of sanctions that
may adversely affect us.
According to Brazilian Law No. 13,709/2018 – Lei Geral de Proteção de Dados Pessoais (General Personal
Data Protection Law - “LGPD”), we will be subject to penalties in cases of disclosure or misuse of personal
data.
We process personal data from various stakeholders, such as: employees, outsourced employees,
customers, suppliers, investors, visitors to our physical facilities and websites. Failure to comply with the
requirements set by the LGPD may result in administrative penalties, including warnings, fines, publication
of the infringement, blocking access to personal data and deletion of personal data.
2) Risks related to our shareholders, in particular our controlling shareholder
2.a) The Brazilian federal government as our controlling shareholder, may pursue certain macroeconomic
and social objectives through us, that may have a material adverse effect on us.
Our Board of Directors is composed of a minimum of seven and a maximum of eleven members, who are
elected at our shareholders’ meeting for a term of up to two years, with a maximum of three consecutive
reelections allowed. Brazilian law requires that the Brazilian federal government owns the majority of our
voting stock and, so long as it does, it will have the power to elect a majority of the members of our Board
of Directors and, through them, the executive officers, who are responsible for our day-to-day
management. This means that the Brazilian federal government has a great deal of control over our
operations, governance and strategy, through the influence of both our management and our Board of
Directors. As a result, we may engage in activities that give preference to the objectives of the Brazilian
federal government, rather than our own economic and business objectives. The interests of our controlling
shareholder may differ and not be in the best interest of our minority shareholders, and the decisions taken
by our controlling shareholder may involve different considerations, strategies and policies than they have
in the past.
As our controlling shareholder, the Brazilian federal government has guided, and may continue to guide, in
the future, certain macroeconomic and social policies through us, as permitted by law.
Accordingly, as a result, we may make investments, incur costs and engage in activities and transactions on
terms that have an adverse effect on our results and financial condition.
Presidential elections in Brazil occur every four years, and changes in elected representatives may lead to a
change in the members of our Board of Directors appointed by the controlling shareholder, which may result
in significant impacts on the implementation of our strategy and business guidelines, including our
Strategic Plan. The recent presidential elections resulted in a new Brazilian president, from a different
political party than the prior administration. As a result, the Brazilian federal government, as our controlling
shareholder, has exercised its rights to nominate new members of our Executive Board and Board of
Directors and may suggest other changes to our management structure.
Members of our Board of Directors may also be removed before the end of their term, and this replacement
must be approved at a General Shareholders' Meeting.
Please see “Management and Employees – Management – Board of Directors” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
47
Risks
2.b) The payment of dividends and the amount allocated for distribution to shareholders depends on our
dividend policy, which is subject to change.
Our dividend policy provides for the distribution of dividends and interest on capital values that depend,
among other factors, on our level of investments and operating cash flow. If we decide on a strategic plan
that requires a greater volume of investments, or amend our strategic plan to do so, the amount allocated
to the distribution of dividends may be reduced. In addition, operating cash flow can be impacted by several
factors, including oil price and production, thus influencing dividend distribution. Our ability to pay
dividends to shareholders may be affected by a variety of factors, including our financial performance,
capital requirements, future prospects, and other business considerations. Our dividend policy may be
terminated or amended by the Board of Directors at any time, potentially impacting parameters such as
periodicity of payments, calculation formula, financial indicators, minimum payment (if any), among others.
The payment of dividends above the statutory and legal minimum in previous periods is not a guarantee of
future payments and does not serve as a reference level. In addition, changes to the composition of our
Board of Directors and our management may result in changes or termination of our dividend policy. There
is a possibility that any such changes to our dividend policy may be material, and could result in us paying
fewer or no dividends in the future.
3) Risks related to our directors
3.a) Failures to prevent, detect in a timely manner, or correct behaviors inconsistent with our ethical
principles and rules of conduct may have a material adverse effect on our results and financial condition.
We are subject to the risk that our directors, management, employees, contractors or any person doing
business with us may engage in fraudulent activities, corruption or bribery, circumvent or override our
internal controls and procedures or misappropriate or manipulate our assets for its personal or third party
benefit, against our interest.
This risk is heightened by the fact that we have many complex, high value contracts with local and foreign
suppliers and the wide variety of counterparties involved in our business.
We cannot guarantee that all our directors, management, employees, contractors or any other person doing
business with us will comply with our principles and rules of ethical behavior and professional conduct aimed
at guiding our directors, management, employees and service providers. Any failure, whether actual or
perceived, to abide our ethical principles or to comply with applicable governance or regulatory obligations
could harm our reputation, limit our ability to obtain financing and have a material adverse effect on our
results and financial condition.
4) Risks related to our suppliers
4.a) We rely on suppliers of goods and services for the operation and execution of our projects and, as a
result, we may be adversely affected by failures or delays by such suppliers.
We are susceptible to the risks of contracting, performance, product quality and capacity within our supply
chain. If our suppliers and service providers delay or fail to deliver the goods and services owed to us, we
may not meet our operational goals within the expected cost and/or timeframe. In this case, we may
ultimately need to postpone one or more of our projects, which may have an adverse effect on our results
and financial condition.
Our strategic plan foresees a concentration of contracts for oil production units in the coming years. Due to
new technological obstacles, FPSOs have increased in complexity, size and weight of its process plants and
this will pose a challenge to the supplier market to fully respond to the demand in this time interval.
Additionally, there may be risks of delays in the customs clearance process caused by external factors, which
may impact the supply of goods to us and affect our operations and projects.
Furthermore, delays or interruptions in supply due to health events such as a pandemic or geopolitical
conflicts, such as the war in Ukraine, could have an impact on our supply chain and results.
PETROBRAS | Annual Report and Form 20-F | 2022
48
Risks
5) Risks related to our customers
5.a) We are exposed to credit risks of some of our customers and the associated default risks. Any material
payment default or non-compliance by some of our customers may adversely affect our cash flow, results
and financial condition.
Some of our customers may experience financial constraints or liquidity issues that could have a significant
negative effect on their creditworthiness. Serious financial issues encountered by our customers could limit
our ability to collect amounts owed to us or to enforce the performance of obligations owed to us under
contractual arrangements.
In addition, many of our customers finance their activities through their cash flow from operations, the
incurrence of short and long-term debts, with no availability of reserves for contingencies.
Declining economic conditions in Brazil and resulting decreased cash flows, combined with the difficulty of
access to financing from our clients, may affect us, since many of our customers are Brazilian.
This could result in a decrease in our cash flow and may also reduce or curtail our customers’ future demand
for our products and services, which may have an adverse effect on our results and financial condition.
Due to the possibility of us being obliged in court to guarantee the supply of products or services to
counterparties who are in default, as stated in item 5.b (we may be required by courts to guarantee the
supply of products or services to counterparties who are in default), our cash flow may be reduced, which
may have an adverse effect on our results and financial condition.
5.b) We may be required by courts to guarantee the supply of products or services to counterparties who
are in default.
We may be required by the Brazilian courts to provide products and services to clients, whether public or
private institutions, with the purpose of guaranteeing supplies to the domestic oil and gas market. In this
case, we may be required to provide products and services even in situations in which these clients and
institutions are in default with contractual or legal obligations, where we have no legal and contractual
obligations to provide such services or products or in unfavorable economic and commercial conditions. See
“Legal and Tax – Legal Proceedings” in this annual report. Although we typically appeal these decisions to
higher courts, a requirement that we provide such supply in exceptional situations may adversely affect our
economic and financial condition.
6) Risks related to sectors of the economy in which we act
6.a) Our cash flow and profitability are exposed to the volatility of prices of oil, gas, liquified natural gas
(LNG) and oil products.
Most of our revenue derives primarily from sales of crude oil, oil products and, to a lesser extent, natural
gas. International prices for oil and oil products are volatile and strongly influenced by conditions and
expectations of global supply and demand. Volatility and uncertainty in international oil prices are
structural and will likely continue. Changes in oil prices usually result in changes in the prices of oil products
and natural gas.
Diesel and gasoline prices in the Brazilian market are defined, considering the balance with the international
prices and the level of market share. Pursuant to our pricing policy, price readjustments are carried out
without a defined frequency, but rather according to market conditions and analysis of the external
environment, enabling us to compete more efficiently and providing more flexibility.
Our current positioning in Brazil considers domestic market conditions and seeks to align the price of oil
products with international prices while avoiding the immediate transfer of volatility of international
quotations and the exchange rate.
PETROBRAS | Annual Report and Form 20-F | 2022
49
Risks
Considering that one of our current pricing objectives is to maintain fuel prices in parity with global market
trends, substantial or extended declines in international oil prices may have a material adverse effect on
our business, results and financial condition and may also affect the value of our proved reserves.
Additionally, the periodicity of the fuel adjustments, determined by us, may be revised due to exogenous
factors that affect our customers, such as the transportation sector, among others, and, consequently, our
business.
In the past, our management has adjusted our pricing of oil, gas and oil products from time to time. In the
future, there may be periods during which our product prices will not be in parity with international product
prices. Actions and legislation imposed by the Brazilian federal government, as our controlling shareholder,
could affect these pricing decisions. Representatives of the Brazilian federal government have at times
expressed their views on the need to modify and adjust our pricing policy to take into account domestic
conditions. Our Executive Board and management team or Board of Directors may propose changes to our
pricing policy, including a decision that such policy may not seek for an alignment with international price
parity. Such actions by our controlling shareholder may not be in line with the best interest of our minority
shareholders and could result in material adverse effects on our financial condition and results of operation.
See “Risk Factors - 2.a) The Brazilian federal government as our controlling shareholder, may pursue certain
macroeconomic and social objectives through us, that may have a material adverse effect on us” and
“Recent Developments” in this annual report.
In our gas and power segment, in addition to natural gas own production, we import gas from Bolivia and
LNG worldwide. The costs of imported gas are volatile and strongly influenced by conditions and
expectations of world supply and demand. They are also influenced by international geopolitics and the
level of thermoelectric plants generation, which are directly related to hydrologic conditions in Brazil.
Changes in sales prices in the domestic market occur influenced by contract lengths and indexes, agreed
when signed, in a way there is a risk of discrepancy between sale prices and costs incurred with LNG.
We cannot guarantee that our way of setting prices will not change in the future. Changes to our fuel pricing
policy could have a material adverse impact on our business, results, financial condition and the value of our
securities.
6.b) Changes in the competitive environment of the Brazilian oil and gas market may intensify the
requirements for our performance levels to remain in line with the best companies in the sector. The need
to adapt to an increasingly competitive and more complex environment may compromise our ability to
implement our current Strategic Plan or any subsequent plans adopted.
The commitment agreement signed between us and the Administrative Council for Economic Defense
(“CADE”) includes the sale of approximately 50% of our refining capacity, which represents the sale of eight
refining units, three of which have already been completed and one has already signed contract. As a result,
we may face greater competitive forces in the downstream market in Brazil, with the appearance of new
companies competing against us in this sector. If we are not able to reduce costs, sell our products
competitively, and implement new technologies in our business, we may have adverse effects on our
operations and results. Alternatively, it is possible that our Board of Directors or management may seek to
revise our commitment agreement with CADE, changing the obligations under the existing agreement.
Additionally, in the upstream market, we may not succeed in the acquisition of exploratory blocks in future
bidding rounds if our competitors are able to bid based on better cost and capital structures than us. In that
case, we may therefore have difficulty in repositioning our upstream portfolio towards assets that offer
higher profitability and competitive advantage, especially in the pre-salt layer, which could negatively
affect our results.
In the natural gas market, we also have signed commitment agreements with the CADE and the National
Petroleum, Natural Gas and Biofuels Agency (“ANP”). These commitments include:
third-party access to outflow routes and processing units (partially completed),
reduction in the purchase of national gas from other producers (partially completed),
sale of our shareholding participation in companies of the gas transportation (partially completed),
PETROBRAS | Annual Report and Form 20-F | 2022
50
Risks
sales of shares in distribution companies (completed),
leasing regasification terminal (completed), and
flexibility reduction agreement with gas transportation companies, allowing the remaining capacity
to be offered to other companies (completed).
If we do not comply with these commitment agreements, we may face negative impacts, such as
administrative proceedings and fines, as well as harm our image and reputation. Additionally, regulatory
changes in antitrust and competition laws may impose penalties, business restrictions and difficulties in
renewing concessions, which could adversely impact our operations and results and compromise our future
sustainable growth.
On February 28, 2023, we received an official communication from the Ministry of Mines and Energy (“MME”)
requesting: “(…) the suspension of the sales of assets for 90 (ninety) days, due to the reassessment of the
National Energy Policy currently underway and the establishment of a new composition of the National
Energy Policy Council (CNPE), respecting the Company's governance rules, commitments made to
government entities and without putting Petrobras' interests at risk.”
We are analyzing the ongoing processes from the standpoint of civil law and consistent with our governance
standards and applicable law, as well as the terms of any commitments already made and the consequences
of any suspension or termination, which could have significant implications for us.
6.c) Fragility in the performance of the Brazilian economy, instability in the political environment, legal
or regulatory changes and investor perception of these conditions may adversely affect the results of our
operations and our financial performance and may have a relevant adverse effect on us.
Our activities are strongly concentrated in Brazil. Economic policies adopted by the Brazilian federal
government may have important effects on Brazilian companies, including us, and on market conditions
and prices of Brazilian securities. Our financial conditions and results may be adversely affected by several
factors, such as:
exchange rate movements and volatility;
inflation;
financing of government fiscal deficits;
price instability;
interest rates;
liquidity of domestic capital and lending market;
tax policy;
legal or regulatory policy for state owned companies and their subsidiaries;
wages and labor costs;
regulatory policy for the oil and gas industry, including pricing policy and local content requirements;
and
other political, diplomatic, social and economic developments affecting Brazil.
For instance, the Brazilian federal government may also increase the export tax rates for oil and oil products,
which are currently subject to a 10% tax rate. Such a policy change could negatively impact our profitability
and competitiveness in global markets, as it may result in an increase in the cost of exporting our products
to international markets.
PETROBRAS | Annual Report and Form 20-F | 2022
51
Risks
In addition, there is a risk that in the future Brazilian law and/or our policies may require us to increase our
use of local Brazilian suppliers. While these actions may be intended to support the development of the
Brazilian market, local suppliers may not have the same level of experience as international suppliers,
potentially resulting in delays or non-performance in the delivery of goods and services we require for our
operations. Furthermore, the costs associated with local suppliers may be higher than those of our current
suppliers, which could impact our profitability.
Uncertainty about whether the Brazilian federal government will implement changes in policy or regulations
that may affect any of the factors mentioned above or other factors in the future may lead to economic
uncertainty in Brazil and increase the volatility of the Brazilian securities market and securities issued
abroad by Brazilian companies, which may have a material adverse effect on our results and financial
condition.
In addition, the Brazilian political environment has been considered polarized in the past few years, and that
polarization has continued following the recent Brazilian presidential elections. Any developments in the
current political situation or any new facts relevant to the Brazilian political situation may result in political
unrest. Moreover, any difficulties of the Brazilian federal government in obtaining a majority vote in the
National Congress to implement reforms may adversely affect Brazil's economic growth and, in turn, affect
our operating results and financial condition. You should make your own assessment about Brazil and
prevailing conditions in the country before deciding to invest in us.
6.d) Allegations of political corruption against members of the Brazilian federal government could create
economic and political instability.
In the past, members of the Brazilian federal government and the Brazilian legislature have faced
allegations of political corruption. As a result, a number of politicians, including senior federal officials and
congressmen, resigned or have been arrested.
Elected officials and other public officials in Brazil continue to be investigated for allegations of unethical
and illegal conduct identified during the Lava Jato investigation being conducted by the Office of the
Brazilian Federal Prosecutor. The potential outcome of these investigations is unknown, but they have
already had an adverse impact on the image and reputation of the implicated companies (including us), in
addition to the adverse impact on general market perception of the Brazilian economy. These proceedings,
their conclusions or further allegations of illicit conduct could have additional adverse effects on the
Brazilian economy. Such allegations may lead to further instability, or new allegations against Brazilian
federal government officials may arise in the future, which could have a material adverse effect on us. We
cannot predict the outcome of any such investigations and accusations, nor their effects on the Brazilian
economy.
6.e) Market fluctuations related to political instability, acts of terrorism, insurrection, armed conflicts
and wars in various regions of the world may have a material adverse effect on our business.
Geopolitical risk factors have recently become more prominent in the world. For example, as a result of the
ongoing military conflict involving Russia and Ukraine, the prices of oil, natural gas and liquified natural gas
(LNG) remain extremely volatile. Such military conflict and the resulting economic sanctions imposed on the
Russian government, certain Russian citizens and enterprises could have a negative effect on the global
economy, including Brazil. We cannot predict the extent of this conflict and its impacts on our business.
These events also impact crude oil flows and the related markets as could other similar events or acts. One
example is the change in oil exports offered by Russia, which have moved to China and India, restricting
residual demand from these markets to other bidders. In addition, potential supply chain delays or
interruptions, significant increase in costs, as well as high oil, LNG and natural gas prices, could have an
adverse effect on demand for our goods and services and the price of our securities.
PETROBRAS | Annual Report and Form 20-F | 2022
52
Risks
6.f) We are vulnerable to increased debt service resulting from depreciation of the real in relation to the
U.S. dollar and increases in prevailing market interest rates.
As of December 31, 2022, 83.6% of our finance debt was denominated in currencies other than the real. A
further depreciation of the real against other currencies will increase our debt service in reais, as the amount
of reais necessary to pay principal and interest on foreign currency debt will increase with this depreciation.
Foreign exchange variations may have an immediate impact on our reported expenses and incomes. Some
of our operating expenses, capital expenditures, investments and import costs will increase in the event of
a depreciation of the real. In turn, as most of our revenues are denominated in reais, but linked to
international oil and oil products dollar prices, unless we increase the prices of our products in the local
market to reflect the depreciation of the real, our cash generation relative to our capacity to service debt
may decline.
Debt service can also be impacted by changes in interest rates. To the extent we refinance our maturing
obligations with newly contracted debts, we may incur additional interest expenses.
As of December 31, 2022, 43.4% of our finance debt consisted of floating rate debt. We generally do not
enter into derivative contracts or similar financial instruments or make other agreements with third parties
to hedge against the risk of an increase in interest rates.
To the extent that floating rates rise, we may incur in additional expenses. Moreover, as we refinance our
existing debt in the coming years, the mix of our indebtedness may change, specifically as it relates to the
ratio of fixed to floating interest rates, the ratio of short-term to long-term debt, and the currencies in
which our debt is denominated or to which it is indexed. Changes that affect the composition of our debt
and cause rises in short- or long-term interest rates may increase our debt service payments, which could
have an adverse effect on our results and financial condition.
6.g) External factors could impact our portfolio management and the successful implementation of our
partnerships.
Portfolio management covers the movements of investing and divesting. Pursuant to our Strategic Plan,
our divestment portfolio currently includes several assets in different stages of the sales process.
External factors, such as the decline of oil prices, exchange rate fluctuations, the deterioration of the
Brazilian economy and global economic conditions, the Brazilian political scenario, judicial and
administrative decisions, the passing of new legislation, among other unpredictable factors, may reduce,
delay or hinder sale opportunities for assets, or affect the price at which we can sell them.
Our Strategic Plan is amended from time to time. This means that we cannot assure that our Strategic Plan
will not be changed in the future due to new decisions. In the event that our Strategic Plan changes,
including as a result of decisions of the Brazilian federal government as our controlling shareholder, our
divestment plan might be revised. See “Risk Factors - 2.a) The Brazilian federal government as our
controlling shareholder, may pursue certain macroeconomic and social objectives through us, that may have
a material adverse effect on us” and “Recent Developments” in this annual report. In addition, any changes
to our Board of Directors and our management team may affect not only our ability to implement our
Strategic Plan, but whether that Strategic Plan remains in place, as well as the direction of any subsequent
strategic plans, including decisions related to the management of our operations and investments. See
“Recent Developments” in this annual report.
In addition, on February 28, 2023, we received an official communication from the MME requesting the
suspension of the sales of assets for 90 days, which could affect our portfolio management. See “Risk
Factors – 6.b) Changes in the competitive environment of the Brazilian oil and gas market may intensify the
requirements for our performance levels to remain in line with the best companies in the sector. The need
to adapt to an increasingly competitive and more complex environment may compromise our ability to
implement our current Strategic Plan or any subsequent plans adopted.” We may conduct a general review
of our current business plan and strategy, potentially resulting in changes to our portfolio management
strategy. Such changes could include the cancellation of ongoing and future divestments.
PETROBRAS | Annual Report and Form 20-F | 2022
53
Risks
If we are unable to successfully implement our planned partnerships and divestments or if our divestment
plan is modified, this may impact our business.
6.h) Developments in the economic environment, the oil and gas industry and other factors have resulted,
and may result, in substantial write-downs of the carrying amount of certain of our assets, which could
adversely affect our results.
We evaluate on an annual basis, or more frequently when necessary, the carrying amount of our assets for
possible impairments. Our impairment tests are performed by a comparison of the carrying amount of an
individual asset or a cash generating unit with its recoverable amount, whether in operation or in
implementation. Whenever the recoverable amount of an individual asset or cash generating unit is less
than its carrying amount, an impairment loss is recognized to reduce the carrying amount to the recoverable
amount.
Changes in the economic, regulatory, business or political environment in Brazil or other markets where we
operate may have a material impact on the assumptions used to conduct impairment tests. For example, a
significant decline in international crude oil and gas prices, depreciation of the real, changes in financing
conditions, such as deterioration of risk perception and interest rates for assets and projects, among other
factors, may affect the original profitability estimates of our projects, which could imply impairment and
adversely affect our results.
7) Risks related to the regulation of the sectors in which we are involved
7.a) Differences in interpretations and new requirements by the agencies in our industry may result in our
need for increased investments, expenses and operating costs or may cause delays in production.
Our activities are subject to regulation and supervision by regulatory agencies, such as ANP, ANEEL, ANA,
ANTAQ and ANM, as well as other agencies, such as CADE, IBAMA, ICMBio and others in the States.
Issues such as market concentration across the natural gas and downstream value chains, compliance with
local content requirements, procedures for the unification of areas, definition of reference prices for the
calculation of royalties and government participation, oil products specifications, rules related to
monitoring and decommissioning of wells, allocation of natural gas transportation costs among market
players, among others, are subject to a regulatory regime overseen by Brazilian regulatory agencies.
Regulatory changes considered unfavorable by the industry, as well as change or differences of
interpretation between us and regulatory agencies may directly affect the technical and economic
assumptions that guide our investment decisions and materially impact our results and financial condition.
7.b) We do not own any subsoil accumulations of crude oil and natural gas in Brazil.
Under Brazilian law, the Brazilian federal government owns all the country's mineral resources, including
subsoil accumulations of crude oil and natural gas. According to Brazilian regulations, the concessionaire or
contracted party owns the oil and gas it produces from these subsoil accumulations pursuant to the
exploration and production contracts signed with the Brazilian federal government. We possess, as a
concessionaire or contracted party of certain oil and natural gas fields in Brazil, the exclusive right to
develop the volumes of crude oil and natural gas included in our reserves pursuant to the respective
exploration and production contracts, for a specific time frame. The access to crude oil and natural gas
reserves is essential to an oil and gas company’s sustained production and generation of income, and our
ability to generate income could be adversely affected if there are restrictions on the exploitation of these
crude oil and natural gas reserves, due to changes in current legislation or implementation of exception
measures.
PETROBRAS | Annual Report and Form 20-F | 2022
54
Risks
8) Risks related to foreign countries where we are involved
8.a) We have assets and investments in other countries in South America, where the political, economic
and social situation may negatively impact our business.
We have significantly reduced our participation abroad. However, we still operate and have business in
countries where there may be political, economic and social instabilities. In such regions, external factors
may negatively affect the results and financial condition of our subsidiaries, including:
imposition of price control;
imposition of restrictions on hydrocarbon exports;
fluctuation of local currencies against the real;
nationalization of our oil and gas reserves and our assets;
increases in export tax and income tax rates for oil and oil products; and
unilateral (governmental) and contractual institutional changes, including controls on investments
and limitations on new projects.
If one or more of the risks described above occurs, we may fail to achieve our strategic objectives in these
countries or in our international operations as a whole, which may negatively impact our results and financial
resources.
9) Risks related to social issues
9.a) Our projects and operations may negatively affect different communities, especially in relation to
human rights. Such projects and operations may also be affected by the expectations and dynamics of
these populations, impacting our business, image and reputation.
It is part of our policy to respect human rights, remedy violations, and maintain responsible relationships
with the communities where we operate and to be diligent with suppliers and partners. However, throughout
the life of projects and operations, we may inadvertently commit human rights violations in our activities,
operations, and contracts in case of non-compliance with the guidelines of the Code of Ethical Conduct, the
Human Rights Guidelines, and the Guide to Ethical Conduct for Suppliers, as well as any error in the process
of identifying and assessing human rights risks in HR management, the supply chain, partnerships and
communities. Furthermore, the various locations where we operate are exposed to a wide range of issues
related to political, social and economic instability, as well as intentional acts such as illegal taps, crime,
theft, sabotage, roadblocks and protests. We cannot control the changes in local dynamics and the
expectations of the communities where we operate and establish our business.
Social impacts arising from our direct and indirect decisions and activities – especially those related to
divestments and decommissioning – and disagreements with these communities and local governments
may affect the schedule or budget of our projects, hinder our operations due to possible lawsuits, have a
negative financial impact and harm our image and reputation.
For further information regarding our main activities, initiatives, management practices, indicators and
commitments related to environmental, social and governance (“ESG”) issues, please see our Sustainability
Report available on our website at www.petrobras.com.br/ir. The information available on our website is
not and shall not be deemed to be incorporated by reference in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
55
Risks
10) Risks related to environmental issues
10.a) Differing interpretations of numerous health, safety, environmental regulations and industry
standards that are becoming more stringent may result in increased capital and operating expenditures
and reduced production, as well as the application of sanctions and difficulty in obtaining or renewing
licenses.
Our activities are subject to evolving industry standards, best practices and a wide variety of federal, state
and local laws, regulations and permit requirements related to the protection of human health, safety and
the environment, both in Brazil and in other jurisdictions where we operate. These laws, regulations and
requirements may result in significant additional costs, which may have a negative impact on the
profitability of projects that we intend to implement or may make such projects economically unfeasible.
Any substantial increase in expenditures for compliance with health, safety or environmental regulations
may have a material adverse effect on our results and financial condition. These increasingly stringent laws,
regulations and requirements may result in significant decreases in our production, including unplanned
shutdowns, which may also have a material adverse effect on our results and financial condition.
There are constant changes in norms and laws related to occupational health and often there are
divergences between them. In addition, the judicialization of health-related issues is increasingly frequent,
as are issues related to the characterization of work accidents and all its consequences, in the civil, labor,
administrative and even criminal spheres.
In addition, the implementation of the Digital Bookkeeping System of Tax, Social Security and Labor
Obligations (eSocial), established by Decree No. 8373/2014, has resulted in government oversight agencies
having easier access to workers' information (including those related to accidents at work), and
consequently these agencies have been more proactive in their activities.
Additionally, we have operational units in several metropolitan regions of the country and, in some of these
locations, the concentration of pollutants generated by a variable set of polluters (industries, passenger
cars, trucks, etc.) may exceed the air quality standards defined by legislation. In 2018, more restrictive air
quality standards were defined by federal and state environmental agencies, which increased the
requirements for the implementation of technological improvements that would reduce air pollution in
industrial units such as refineries, power plants and terminals installed in regions that already have air
quality problems. This may include obstacles to obtaining or renewing operating licenses and the need to
adopt new environmental control practices, such as new types of practices, increasing frequency monitoring
emissions and installing new environmental protection equipment, generating higher costs for us. There is
also a risk that the use of fuels will be subject to restrictions related to the level of pollutant emissions,
which may increase the need for investments in refineries or market loss. It is possible that our efforts to
comply with such regulations result in increased expenditures, and failure to comply with such regulations
may cause damage to our reputation and lead to the payment of fines and indemnities to the affected
parties.
Situations of water scarcity in a water shed where industrial units are located, in addition to immediate
impacts of water scarcity where we operate, may also result in the formulation or expansion of requirements
of licensing agencies in relation to the restriction of freshwater use for industrial purposes, and may require
for example: the installation of water reuse units in operational units or even purchase of water for reuse of
external sources, which can lead to the need for investments and increased operating costs for this purpose.
including the
We cannot guarantee that the planned schedules and budgets of our projects,
decommissioning of mature fields and divestments, are not affected by the internal procedures of
regulatory and environmental agencies regarding the issuance of relevant licenses and permits in a timely
manner. Potential delays in obtaining permits can impact our oil and gas production goals, negatively
influencing our results and financial condition.
We are also subject to sanctions that may result in delays in the delivery of some of our projects and
difficulties in achieving our oil and gas production goals, such as partial or total embargoes or interdictions.
PETROBRAS | Annual Report and Form 20-F | 2022
56
Risks
In addition, changes
interpretations regarding health, safety and
environmental regulations, as well as our decision to settle any claims related to such regulations, may have
a material adverse effect on our financial condition and results.
interpretation or differing
in
11) Risks related to climate issues, including physical and transitional risks
11.a) Climate change could impact our results and strategy.
Climate change poses new challenges and opportunities for our business. With the aggravation of climate
change and advances in agreements and regulations, if we do not prepare for new global challenges, we may
incur fines and/or higher taxes, impacting our cash flow, decreasing our competitiveness, and diminishing
shareholder value. Changes in environmental conditions could potentially affect some of the operating
conditions in our assets, such as water availability for our refineries and thermoelectric plants, as well as
wave, wind, and ocean current patterns for our offshore platforms.
Stricter environmental regulations, including policy-driven responses aimed at mitigating climate change,
such as greenhouse gas (“GHG”) emission permits and other mitigation responses, can potentially increase
operating costs and reduce production. Establishing a regulatory framework for adopting a carbon pricing
instrument for GHG reduction in Brazil is in the implementation phase, through Decree 11,075 of the
Brazilian federal government, in May 2022, which establishes the National System for Reducing Greenhouse
Gas Emissions. Environmental laws and international treaties could increase litigation risks and have a
material adverse effect on us.
A growing number of investors seek to align their investments with medium and long-term climate policies.
Investors’ increased perception of climate risks and more significant regulatory restrictions related to
carbon-intensive sectors, can lead to greater difficulty accessing capital and increased costs. Investors
based in countries committed to the Paris Agreement with more aggressive decarbonization targets tend
to experience even stronger pressures in their investment decisions.
We foresee increasing pressure to develop and use more advanced technology to improve operational
performance in emissions to keep up with the demands of a low-carbon world. Risk arises from the loss of
competitiveness due to the non-implementation of technologies or the implementation of ineffective
technologies that could apply to our business. This could also potentially impact our reputation related to
our climate change mitigation initiatives.
The evolution of technologies brings competitiveness to specific new products that could shift the demand
from fossil to low-carbon products and may negatively impact the demand for oil and cause a drop in oil
prices more significantly than predicted in our planning. In Brazil, the replacement of fossil fuels,
particularly in the transportation sector, due to public policies such as Renovabio and other potential
initiatives and trends may affect Brazil’s market and compromise our expected revenues.
These factors may have a negative impact on demand for our products and services and may jeopardize or
even impair the implementation and operation of our business, adversely impacting our results and
financial condition and limiting some of our growth opportunities.
For further information on how climate change could impact our Strategic Plan, please see “Risk Factors –
Risks related to the company – 1.d ) The selection and development of our investment projects have risks
that may affect our expected results.”
11.b) Water scarcity events in some regions where we operate may impact the availability of water in
quantity a n d / o r quality required for our operations, as well as difficulties in obtaining grants of the
right to use water resources, impacting the business continuity of our industrial units.
We have industrial facilities that demand the use of water, ranging from large users, such as refineries, to
small users, such as transport terminals that, although not very hydro intensive, are logistically important
within our chain. In recent years, several regions of the world, including some regions in Brazil, have
experienced events of shortage of freshwater, including for public consumption. In case of water scarcity,
the grants pursuant to which we have the right to use water resources may be suspended or temporarily
PETROBRAS | Annual Report and Form 20-F | 2022
57
Risks
modified and, as a result, we may be required to reduce or suspend our production activities, since the
availability of water for public consumption and watering of animals have priority over industrial use. This
may temporarily jeopardize our business continuity, as well as generate financial impacts on us and our
image.
Water scarcity may also result in the activation of thermal plants, which have a higher cost when generating
electricity, and increases the cost of this energy for industrial units.
12) Risks related to the use of our trademark
12.a) The performance of companies licensed to use our brands may impact our image and reputation.
Our ongoing divestment plan has included the partial or total sale of our companies in the fuel distribution
segment and some of these deals involve licensing agreements for our brands. Once a licensee holds the
right to display our brands in products, services and communications, it may be perceived by stakeholders
as us; our legitimate representative or spokesperson. Licensees’ actions or events related to their business,
such as: failures, accidents, errors in business performance, environmental crisis, corruption scandals and
improper use of our brands, among other factors - may negatively impact our image and reputation, with
possible financial losses.
13) Risks related to shares and debt securities
13.a) The size, volatility, liquidity or regulation of the Brazilian securities markets may curb the ability
of holders of ADSs to sell the common or preferred shares underlying our ADSs.
Our shares are among the most liquid traded on the B3, but overall, the Brazilian securities markets are
smaller, more volatile and less liquid than the major securities markets in the United States and other
jurisdictions, and therefore may be regulated differently from the way in which U.S. investors are
accustomed. Factors that may specifically affect the Brazilian stock markets may limit the ability of holders
of ADSs to sell the common or preferred shares underlying our ADSs for the price and time they desire.
13.b) Holders of our ADSs may be unable to exercise preemptive rights with respect to the shares
underlying the ADSs.
Holders of ADSs who are residents of the United States may not be able to exercise the preemptive rights
relating to the shares underlying our ADSs, unless a registration statement under the Securities Act is
effective with respect to those rights or an exemption from the registration requirements of the Securities
Act is available. We are not obligated to file a registration statement with respect to shares relating to these
preemptive rights and therefore we may not file such registration statement. If a registration statement is
not filed and an exemption from registration does not exist, JPMorgan, as depositary, will attempt to sell
the preemptive rights and the holders of ADSs will be entitled to receive the proceeds of the sale. However,
the preemptive rights will expire if the depositary cannot sell them. For a more complete description of the
preemptive rights with respect to the common or preferred shares, see "Information to Shareholders -
Shareholders' Rights - Other Shareholders’ Rights" in this annual report.
13.c) If holders of our ADSs exchange their ADSs for shares, they risk losing the ability to timely remit
foreign currency abroad and other related advantages.
The Brazilian custodian of our shares underlying our ADSs must obtain a certificate of registration from the
Central Bank of Brazil to be entitled to remit U.S. dollars abroad for payments of dividends and other
distributions relating to our shares or upon the disposition of the shares.
The conversion of ADSs directly into ownership of the underlying shares is governed by CMN Resolution No.
4,373 and foreign investors wishing to do so are required to appoint a representative in Brazil for the
purposes of CMN Resolution No. 4,373, who will be in charge of keeping and updating the investors’
certificates of registration with the Central Bank of Brazil, which entitles registered foreign investors to buy
and sell directly on the B3. Such arrangements may require additional expenses from the foreign investor.
PETROBRAS | Annual Report and Form 20-F | 2022
58
Risks
Moreover, if such representatives fail to obtain or update the relevant certificates of registration, investors
may incur additional expenses or be subject to operational delays which could affect their ability to receive
dividends or distributions relating to the common or preferred shares or the return of their capital in a
timely manner.
The custodian's certificate of registration or any foreign capital registration directly obtained by such
holders may be affected by future legislative or regulatory changes, and we cannot assure such holders that
additional restrictions applicable to them, the disposition of the underlying common or preferred shares or
the repatriation of the proceeds from the process will not be imposed in the future.
13.d) Holders of our ADSs may face difficulties in protecting their interests.
Our corporate affairs are governed by our Bylaws and Law No. 6,404/76 ("Brazilian Corporate Law"), which
differ from the legal principles that would apply if we were incorporated in a jurisdiction in the United States
or elsewhere outside Brazil. In addition, the rights of an ADS holder, which are derivative of the rights of the
holders of our shares, as the case may be, to protect their interests, are different under Brazilian Corporate
Law than under the laws of other jurisdictions. The laws concerning insider trading, self-dealing and the
preservation of shareholders' interests may also be different in Brazil compared to the United States.
Additionally, the structure of a class action in Brazil is different from that in the United States. Under
Brazilian law, shareholders of Brazilian companies do not have standing to bring a class action and, under
our Bylaws, must, generally with respect to disputes concerning rules regarding the operation of capital
markets, arbitrate such disputes. See "Information to Shareholders - Shares and Shareholders - Dispute
Resolution" in this annual report.
We are a state-controlled company organized under the laws of Brazil and all our directors and officers
reside in Brazil. Substantially all of our assets and those of our directors and officers are located in Brazil.
As a result, it may not be possible for holders of ADSs to effect service of process upon us or our directors
and officers within the United States or other jurisdictions outside Brazil or to enforce against us or our
directors’ and officers’ judgments obtained in the United States or other jurisdictions outside Brazil.
Because judgments in U.S. courts for civil liability based on U.S. federal securities laws may only be enforced
in Brazil if certain requirements are met, holders of ADSs may face greater difficulties in protecting their
interest in actions against us or our directors and officers than the shareholders of a company incorporated
in a state or other jurisdiction of the United States.
13e) Holders of our ADSs do not have the same voting rights as our shareholders. In addition, holders of
ADSs representing preferred shares do not have voting rights.
Holders of our ADSs do not have the same voting rights as holders of our shares. Holders of our ADSs are
entitled to the contractual rights set forth for their benefit under the terms of the deposit agreements. ADS
holders exercise voting rights by providing instructions to the depositary, as opposed to attending
shareholders’ meetings or voting by other means available to shareholders. In practice, the ability of a
holder of ADSs to instruct the depositary as to voting will depend on the time and procedures for providing
instructions to the depositary, either directly or through the holder’s custodian and clearing system.
In addition, a portion of our ADSs represents our preferred shares. Under Brazilian Corporate Law and our
Bylaws, holders of preferred shares are entitled to vote on specific agenda items in shareholder meetings.
Holders of ADSs representing preferred shares are not entitled to vote most of decisions. See "Shareholders
- Shareholders' Rights - Shareholders' Meetings and Voting Rights" in this annual report.
13.f) The market for PGF’s debt securities may not be liquid.
Some of PGF’s notes are not listed on any securities exchange and are not quoted through an automated
quotation system. Most of PGF’s notes are currently listed both on the NYSE and the Luxembourg Stock
Exchange and are traded on the NYSE Euronext and Euro Multilateral Trading Facility ("MTF") markets,
respectively, although most trading in PGF’s notes occurs over-the-counter. PGF can issue new notes that
can be listed on markets other than the NYSE and the Luxembourg Stock Exchange and traded on markets
other than the NYSE Euronext and the Euro MTF market. We can make no assurance as to the liquidity of or
trading markets for PGF’s notes. We cannot guarantee that the holders of PGF’s notes will be able to sell
PETROBRAS | Annual Report and Form 20-F | 2022
59
Risks
their notes in the future. If a market for PGF’s notes does not develop, holders of PGF’s notes may not be
able to resell the notes for an extended period of time, if at all.
13.g) We would be required to pay judgments of Brazilian courts enforcing our obligations under the
guarantee relating to PGF’s notes only in reais.
If proceedings were brought in Brazil seeking to enforce our obligations in respect of the guarantee relating
to PGF’s notes, we would be required to discharge our obligations only in reais. Under Brazilian exchange
controls, an obligation to pay amounts denominated in a currency other than reais, which is payable in Brazil
pursuant to a decision of a Brazilian court, will be satisfied in reais at the exchange rate in effect on the date
of payment, as determined by the Central Bank of Brazil.
13.h) A finding that we are subject to U.S. bankruptcy laws and that the guarantee executed by us was a
fraudulent conveyance could result in PGF's noteholders losing their legal claim against us.
PGF's obligation to make payments on the PGF notes is supported by our obligation under the
corresponding guarantee. We have been advised by our external U.S. counsel that the guarantee is valid
and enforceable in accordance with the laws of the state of New York and the United States. In addition, we
have been advised by our general counsel that the laws of Brazil do not prevent the guarantee from being
valid, binding and enforceable against us in accordance with its terms. In the event that U.S. federal
fraudulent conveyance or similar laws are applied to the guarantee, and we, at the time we entered into the
relevant guarantee:
were either insolvent or rendered insolvent by reason of our entry into such guarantee;
were either engaged in business or transactions for which the remaining assets with us constituted
unreasonably small capital; or
intended to incur or incurred, or believe or believed that we would incur, debts beyond our ability to
pay such debts as they mature; and
in each case, intended to receive or received less than reasonably equivalent value or fair
consideration therefor, then our obligations under the guarantee could be avoided, or claims with
respect to that agreement could be subordinated to the claims of other creditors.
Among other things, a legal challenge to the guarantee on fraudulent conveyance grounds may focus on
the benefits, if any, realized by us as a result of the issuance of the PGF notes. To the extent that the
guarantee is held to be a fraudulent conveyance or unenforceable for any other reason, the holders of the
PGF notes would not have a claim against us under the relevant guarantee and would solely have a claim
against PGF. We cannot ensure that, after providing for all prior claims, there will be sufficient assets to
satisfy the claims of PGF noteholders relating to any avoided portion of the guarantee.
Corporate Risk Management
We believe that integrated and proactive risk management is essential for the delivery of results in a safe
and sustainable way. Our risk management policy establishes guidelines and responsibilities, and is based
on the following fundamental principles:
respect for life and life diversity;
full alignment and consistency with our Strategic Plan;
ethical behavior and compliance with legal and regulatory requirements;
integrated risk management; and
the risk response actions consider the possible long-term cumulative consequences, the possible
impacts on our stakeholders and should be oriented towards preserving or adding value and for
business continuity.
PETROBRAS | Annual Report and Form 20-F | 2022
60
Risks
The risk management organizational structure, that is under the supervision of our Chief Financial Officer
(“CFO”), is responsible for:
establishing a corporate methodology for risk management guided by an integrated and systemic
view, which allows for an environment of continuous monitoring of risks in several hierarchical levels;
disseminating knowledge and supporting the use of risk management practices in organizational
units; and
identifying, monitoring and reporting periodically to our Board of Executive Officers and Board of
Directors regarding our major risks.
In order to support the risk management process, our corporate risk management policy specifies
authorities to be consulted, responsibilities to be undertaken, and five principles and ten guidelines that
drive our risk management initiatives.
This policy has a comprehensive approach to corporate risk management, which combines the traditional
economic and financial risk management approach with other relevant areas of interest, such as protection
of life, health and environment, assets and business information protection (property and security) and
combating fraud and corruption (legal and compliance), among other corporate risks.
For further information regarding our revised business risk management policy, please visit our website at
www.petrobras.com.br/ir. The information available on our website is not and shall not be deemed to be
incorporated by reference in this annual report.
Disclosures about Market Risk
Commodity Price Risk
We operate in an integrated manner throughout the various stages of the oil industry. A significant portion
of our results relate directly to oil exploration and production, refining and the sale of natural gas, biofuels,
and electricity in Brazil. As our purchases and sales of crude oil and oil products are linked to international
commodity prices, we are exposed to their price fluctuations, which may influence our profitability, our cash
flow from operations and our financial situation.
We prefer to maintain exposure to the price cycle than use financial derivatives to systematically protect
purchases and sale transactions that focus on fulfilling our operation needs. However, based on crude oil
market conditions and prospects of realization of our Strategic Plan, we may decide to implement
protection strategies using financial instruments to manage our cash flow expenses.
In addition, we are party to derivative contracts in order to protect our margins for short-term commercial
transactions carried out abroad. Our derivatives contracts provide economic hedges for oil product
purchases and sales in the global markets, generally expected to occur within a 30 to 360-day period.
For more information about our commodity derivatives transactions, including a sensitivity analysis
demonstrating the net change in fair value of an adverse change in the price of the underlying commodity
for options and futures, see Note 34 to our audited consolidated financial statements.
Exposure to interest rate and exchange rate risk
For information about interest rate and exchange rate risk, see “Operating and Financial Review and
Prospects” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
61
Risks
Insurance
Regarding operational risks, our policy is to maintain insurance coverage when the obligation to maintain
such coverage derives from a legal or contractual instrument or our Bylaws; or the event covered may cause
significant damage to our financial results, and coverage is economically feasible.
We maintain several insurance policies, including policies against fire, operational risk, engineering risk,
property damage coverage for onshore and offshore assets such as fixed platforms, floating production
systems and offshore drilling units, hull insurance for tankers and auxiliary vessels, third party liability
insurance and transportation insurance. The coverages of these policies are hired according to the
objectives we define, and the limitations imposed by the global insurance and reinsurance markets.
Although some policies are issued in Brazil, most of our policies are reinsured abroad with reinsurers rated
A- or higher by Standard & Poor’s or A3 by Moody’s and/or B++ or higher by A.M. Best.
Our policies are subject to deductibles, limits, exclusions and limitations, and there is no assurance that such
coverage will adequately protect us against liability from all possible consequences and damages
associated with our activities. Thus, it is not possible to assure that insurance coverage will exist for all
damages resulting from possible incidents or accidents, which may negatively affect our results.
We do not maintain insurance coverage to safeguard our assets in case of war or sabotage. We also do not
maintain coverage for business interruption, except for some specific assets in Brazil. In addition, our third-
party liability policies do not cover government fines or punitive damages.
In 2022 we hired an insurance policy for well-control covering exploratory wells (wildcat and appraisal
activities) and development wells (drilling and completion activities) in Brazil, with a coverage of up to US$1
billion and maximum deductible of US$10 million. Prior to 2022 we did not maintain coverage for our wells
in operation in Brazil, except when required by a joint operating agreement. This change was due to new
studies and a change in our risk assessment.
We are currently evaluating insurance companies that can offer coverage for our specific concerns related
to cyber-attacks.
Our national property damage policies have a maximum deductible of US$180 million and their indemnity
limits can reach US$2 billion for refineries and US$2 billion for platforms, depending on the replacement
value of our assets.
Our general third-party liability policy with respect to our onshore and offshore activities in Brazil, including
losses due to sudden pollution, such as oil spills, has a maximum indemnity limit of US$250 million with an
associated deductible of US$10 million. We also maintain marine insurance with additional protection and
indemnity against third parties related to our domestic offshore operations with an indemnity limit of
US$50 million up to US$500 million, depending on the type of vessel. For activities in Brazil, in the event of
an explosion or similar event on one of our non-fixed offshore platforms, these policies may provide third-
party combined liability coverage of up to US$750 million. In addition, although we do not insure most of
our pipelines against property damage, we have insurance against damages or losses to third parties arising
from specific incidents, such as unexpected infiltration and oil pollution.
Furthermore, throughout the year we receive surveys from the insurance market that evaluate the
operational risks of our facilities and make recommendations. In general, the risk ratings of our assets are
at or above the market average. In 2022, we had surveys in 21 onshore and offshore units, 12 of them
remote. Based on these surveys, last year we heeded almost 200 recommendations that improve the safety
of our company.
PETROBRAS | Annual Report and Form 20-F | 2022
62
Outside Brazil, we maintain different levels of third-party liability insurance, as a result of a variety of
factors, including country risk assessments, whether we have onshore and offshore operations, or legal
requirements imposed by a particular country in which we operate. We maintain separate well-control
insurance policies in our international operations to cover liabilities arising from the uncontrolled eruption
of oil, gas, water or drilling fluid. In addition, such policies cover claims of environmental damage caused by
wellbore explosion and similar events as well as related clean-up costs with coverage limits of up to US$325
million depending on the country.
Risks
PETROBRAS | Annual Report and Form 20-F | 2022
63
Our Business
Our Business
Our Business
Exploration and Production
Overview
Our oil and natural gas exploration and production activities are the major components of our portfolio and
include offshore and onshore exploration, appraisal, development, production and incorporation of oil and
natural gas reserves, producing oil and natural gas in a safe and profitable way.
Our activities are focused on deepwater and ultra-deepwater oil reservoirs in Brazil, which accounted for
92% of our total production in 2022. We also have activities in mature fields in shallow waters and onshore,
as well as outside Brazil as detailed below in this annual report. Brazilian exploration and production assets
represent 90% of our worldwide blocks and fields, 99% of our global oil production and 99.5% of our oil and
natural gas reserves.
We have 245 blocks and fields in exploration and production including 87 consortia with other oil and gas
companies in Brazil and other countries. From the 245 blocks and fields, 219 are under Concession
Agreements, 16 are under Production Sharing Agreements and 10 are regulated by Transfer of Rights
Agreements.
PETROBRAS | Annual Report and Form 20-F | 2022
65
EXPLORATION AND PRODUCTION BLOCKS AND FIELDS
(Number of blocks and fields)
Our Business
Like most major oil and gas companies, we operate in partnerships using E&P consortia in the exploration
of blocks and the production of oil fields in Brazil, mainly in ultra-deepwaters.
We lead and operate E&P consortia that are responsible for some major projects under development, such
as Mero (Petrobras 38.6%, Shell 19.3%, TotalEnergies 19.3%, CNODC 9.65%, CNOOC 9.65% and PPSA 3.5%),
Atapu (Petrobras 65.7%, Shell 16.7%, TotalEnergies 15%, Petrogal 1.7% and PPSA 0.9%), Búzios (Petrobras
88.99%, CNOOC 7.34% and CNODC 3.67%) and Sépia (Petrobras 55.3%, TotalEnergies 16.91%, QatarEnergy
12.69%, Petronas 12.69% and Petrogal 2.41%)1.
These E&P consortia also comprise some of the biggest production fields in Brazil, such as Tupi (Petrobras
65%, Shell 25%, Petrogal 10%), Sapinhoá (Petrobras 45%, Shell 30%, Repsol Sinopec 25%), Roncador
(Petrobras 75%, Equinor 25%), Tartaruga Verde (Petrobras 50%, Petronas 50%) and Berbigão and Sururu
(both with Petrobras 42.5%, Shell 25%, TotalEnergies 22.5% and Petrogal 10%).
—
1 The participating interest mentioned in this paragraph refers to the shared deposits percentages.
PETROBRAS | Annual Report and Form 20-F | 2022
66
Our main blocks and fields in the Pre-salt Polygon on December 31, 2022
Our Business
PETROBRAS | Annual Report and Form 20-F | 2022
67
Our Business
Other Basins
We produce oil and gas and hold exploration acreage in 10 other basins in Brazil. The most significant
potential for exploratory success of these other basins is within the Equatorial Margin.
International
Outside Brazil, we have activities in South America and North America. We have focused on opportunities
to leverage the deepwater expertise we have developed in Brazil. However, since 2012 we have been
substantially reducing our international activities through the sale of assets in accordance with our
portfolio management.
South America
We conduct exploration and production activities in Argentina, Bolivia and Colombia.
In Argentina, through our subsidiary Petrobras Operaciones S.A., we have a 33.6% working interest in the
Rio Neuquén production asset. Our unconventional gas and Condensate production is concentrated in the
Neuquén Basin. In 2022, our production of oil and gas in Argentina, including NGL, was 9.7 mboed.
In Bolivia, we produce gas and Condensate primarily in the San Alberto and San Antonio fields with 35%
working interest in each of those service operation contracts, which are operated mainly to supply gas to
Brazil and Bolivia. In 2022, our production of oil and gas in Bolivia, including NGL, was 18.03 mboed. The
return on such contracts is a proportion of the production.
In Colombia, we operate and hold a 44.44% working interest in the Tayrona offshore exploration block,
which includes the Uchuva gas discovery.
PETROBRAS | Annual Report and Form 20-F | 2022
68
Our Business
North America
In the United States, we focus on deepwater fields in the Gulf of Mexico, where we have non-consolidated
production from the 20% participation of Petrobras America Inc. (“PAI”) in our joint venture with Murphy
Exploration & Production Company (“Murphy”), the MPGOM LLC. The main production fields are Chinook,
Saint Malo and Dalmatian. In 2022, our 20% participation represented a production of 8.9 mboed, including
NGL.
For more information on our divestments, see “Portfolio Management” in this annual report.
Main Assets
2022
2021
2020
Exploration and Production
Production wells (oil and natural gas)(1)
5,003
5,042
Floating rigs
Operated platforms in production(2)
19
56
18
57
5,646
20
67(3)
(1) Includes the total amount of wells of our equity method investees (44.50 and 39 (reinstated) wells in 2022, 2021 and 2020,
respectively).
(2) Includes only definitive production systems, EWT and EPs units.
(3) Does not include mothballed, non-producing and platforms in fields operated by partners.
PETROBRAS | Annual Report and Form 20-F | 2022
69
Our Business
Exploration
The oil and gas industry value chain begins in the exploratory phase, with the acquisition of exploratory
blocks either through bid rounds conducted by governments or by purchases from other companies.
In Brazil, the Brazilian State owns the oil deposits, but companies and consortia are allowed to extract and
explore such oil upon payment in several forms, such as royalties. Forms of payment differ, depending on
the applied regulatory model. Biddings rounds are the main process for the acquisition of rights over the
exploratory blocks.
There are currently three regulatory models in Brazil: Concession Agreements, Transfer of Rights
Agreements and Production Sharing Agreements. The concession model fully governed the oil and natural
gas exploration and production until 2010, when the Brazilian federal government enacted laws establishing
the Transfer of Rights Regime and the Production Sharing Regime in the Pre-salt Polygon.
For information on the regulatory models applicable to our exploration and production activities, see “Legal
and Tax” in this annual report.
Bidding rounds
Over the past few years, we have participated selectively in the bidding rounds carried out by the
ANP, aiming to reorganize our exploratory portfolio and maintain the relationship between our
reserves and our production in order to ensure the sustainability of our future oil and gas
production. Our joint operation with large oil companies in consortia is also aligned with our strategic
goal to strengthen partnerships, with the intent to share risks, combine technical and technological
skills and capture synergies to leverage results.
In 2020, due to limitations resulting from the Covid-19 pandemic, the 17th Bidding Round was
postponed. The Second Cycle of Open Acreage was the only bidding round of the year and took place
on December 4, 2020. We did not present any offers during this bidding round.
In 2021, we acquired the exploration and production rights of the surplus volumes of the Transfer
of Rights from the Atapu and Sepia offshore fields in the Second Round Transfer of Rights under
the Production Sharing Regime. With respect to the Atapu field, we acquired the rights to be the
operator with 52.5% interest in its surplus volumes in partnership with Shell (25%) and TotalEnergies
(22.5%). As to the Sépia field, we exercised our preemptive right to be the operator with 30% interest
in the acquisition of its surplus volumes. The other members of the consortium are TotalEnergies
(28%), Petronas (21%) and Qatar Petroleum (21%).
In 2022, we acquired the exploration and production rights of three exploratory blocks: Água
Marinha and Norte de Brava, both in the Campos Basin, and Sudoeste de Sagitário, in the Santos
Basin. With respect to the Água Marinha block, we exercised our preemptive right to be the operator
with 30% interest. The other members of the consortium are TotalEnergies (30%), Petronas (20%),
and Qatar Petroleum (20%). As for the Norte de Brava block, we acquired the rights to be the
operator with 100% of interest. As for the Sudoeste de Sagitário block, we acquired the rights to be
the operator with 60% interest with Shell (40%).
PETROBRAS | Annual Report and Form 20-F | 2022
70
Our Business
Exploration Activities
As of December 31, 2022, we had 68 exploratory blocks (including 28 with 100% working interest), that had
three discoveries in 2022 (in the Sépia Coparticipated Area, in the Alto de Cabo Frio block and in the Tayrona
block). We serve as the operator in 30 of the exploration partnership blocks.
The table below breaks down our participation in exploration activities in 2022:
OUR PARTICIPATION IN EXPLORATION ACTIVITIES IN 2022
Net exploratory area
Exploratory blocks
Evaluation plans
Wells drilled
(km2)
(number)
(number)
(number)
2022
2021
2020
2022
2021
2020
2022
2021
2020
2022
2021
2020
Brazil
35,198 37,719 42,996
65
69
82
43
42
32
Other S. America
4,284
5,466
5,751
North America
0
0
0
3
0
4
0
4
0
1
0
1
0
2
0
TOTAL
39,482 43,185 48,747
68
73
86
44
43
34
5
2
0
7
8
1
0
9
9
0
0
9
In 2022, our exploratory efforts were concentrated on evaluating Brazil’s southeast margin Pre-salt
provinces, and we also drilled a wildcat well in Colombia, with the following highlights:
Santos Basin
In 2022 we drilled two wells in the Santos Basin.
The Sépia Transfer of Rights (ToR) Surplus Consortium confirmed an oil discovery in the northwestern part
of the Sépia Coparticipated Area. The well is located 250 km south of the city of Rio de Janeiro, under a
water depth of 2,197 meters. We are analyzing the oil-bearing interval, but the net oil column is one of the
thickest ever recorded in Brazil. The consortium will continue operations to characterize the reservoirs’
conditions of the reservoirs found and verify the extent of the discovery.
The Sépia Coparticipated Area composed of comprises the Sépia block and the Sépia ToR Surplus. The Sépia
ToR Surplus was purchased by a consortium comprising Petrobras (Operator), TotalEnergies, QatarEnergy,
and Petronas, with Pre-Sal Petróleo S.A. (PPSA) as manager.
We are currently evaluating the results in the Três Marias block, where we drilled a well in the Temist
location. We are the operators of the consortium, with Shell and Chevron.
Campos Basin
In 2022, we drilled two wells in the Campos Basin.
We confirmed a discovery of a pre-salt reservoir in the Alto de Cabo Frio block in the southern portion of
the Campos Basin. The wildcat well was drilled in Alto de Cabo Frio Central Noroeste. The new discovery,
announced on April 1st, is located 230 km away from the city of Rio de Janeiro-RJ, in a water depth of 1,833
meters. The test hick interval of pre-salt carbonate reservoir rocks and confirmed good productivity. The
consortium will continue operations to characterize the conditions of the reservoirs found and verify the
extent of the discovery.
We have also drilled a well in the Dois Irmãos block, in the Vaz Lobo prospect. We are the operators of
consortium with BP and Equinor, and we are currently evaluating the ’results of the well.
PETROBRAS | Annual Report and Form 20-F | 2022
71
Our Business
Espírito Santo Mar Basin
In the Espírito Santo Basin, we have drilled one well, and we are evaluating the results of the prospect
Andurá. We are the operators and sole owners of the exploratory block ES-M-596.
Colombia
In Colombia, we drilled one well in the Uchuva location, in 2022. The discovery of natural gas accumulation
was confirmed in the Uchuva-1 exploratory well, drilled in the deepwaters of Colombia, 32 kilometers off
the coast and 76 kilometers from the city of Santa Marta, in a water depth of approximately 830 meters.
The Uchuva-1 well was drilled in the Tayrona Block, with Petrobras as the operator of the consortium
(44.44% work interest), in partnership with Ecopetrol, with 55.56% work interest.
The consortium will continue its activities in the Tayrona Block, aiming to assess the dimensions of the new
gas accumulation.
E&P Strategic Programs Highlights
We continue the development of the strategic program EXP100 that has been designed to access and
process 100% of the technical data and emerging technologies with impact on the exploration projects,
reducing uncertainties and costs by accelerating production development. This program aims to better
estimate and predict geological properties through an integrated data platform, by using data science,
machine learning, artificial intelligence and high-performance computing capacity, that enable the
application of more complex algorithms in the processing of large volumes of data. Several initiatives are
already underway, with important advances in the integration and connection of data and digital solutions
on the Geological and Geophysical (G&G) interpretation workflows, supporting the development of a new
generation of greenfields.
In addition, the PROD1000 strategic program is still in progress and it aims to shorten the time between the
discovery of the asset and the start of production (first oil), ultimately achieving greater return on invested
capital.
The PROD1000 aims to place us in the first quartile of the oil & gas industry. Our efforts in such program
are related to exploration and reservoir development integration, project design standardization, processes
optimization and parallelization, faster procurement (bidding) and construction and assembly of the FPSO.
The areas that currently contribute most to the reduction of project time are exploration, reservoir, surface
and subsurface systems and procurement.
Our efforts in 2022 focused on applying some solutions on our portfolio. In recent exploratory discoveries,
we acquired Nodes Seismic with only one exploratory well drilled to reduce the appraisal duration. We also
applied partial schedule reductions in our development projects already incorporated into the 2023-2027
Strategic Plan.
PETROBRAS | Annual Report and Form 20-F | 2022
72
Our Business
Production
Production Development
After a field is declared commercially viable, the process of production development begins. The
investments made in this phase are mainly focused on designing and contracting production systems, which
includes platforms, subsea systems, drilling, and the completion of wells.
We continue to achieve optimizations by implementing strategic well construction programs, which enable
the application of new drilling and completion technologies, innovative well configurations, campaign
optimization, and supply chain integration. In 2022, our average offshore well construction duration (total
time for drilling plus completion) was 109 days/well. In terms of cost performance, in 2022, we had a slight
3% rise, compared to 2021, in yearly cost average due to higher durations (operational problems) and
increasing resource rates (inflationary pressures), which were balanced by optimization efforts through the
application of new technologies and contractual structures. In post-salt projects, we have reached a 12%
reduction compared to 2021. Since 2020, we have reached a 6% reduction in average construction costs and,
specifically in post-salt projects, a 38% reduction, when compared to 2022.
In addition, we reduced well connections costs in the Santos Basin pre-salt area by nearly 7% on average per
year during the past three years. In 2022 our performance was at the same level as the previous year.
Regarding the integrity of subsea systems, we have made progress in the development and application of
new tools for inspection, leading to greater reliability and availability of equipment, pipes and other
components, especially those subsea components exposed to corrosion events. In 2022, we reduced subsea
production losses by 57% when compared to the forecast, through inspection campaigns on flexible pipes
and engineering for life extension. We continue to implement initiatives such as expanding the supplier
base to develop special tools and flexible pipes immune to the effect of corrosion.
As it relates to platforms, the High Capacity Design was finished in 2021 with oil production capacity of 225
mbbl/d and gas processing of 423 mmcf/d as a result of more than a decade of learning by us in the cycles
of design, construction, start-up, and operation of production platforms in the pre-salt layer, with an
increase in production capacity in relation to previous projects. The Búzios 9, 10 and 11 FPSO bidding used
the High Capacity Design and was concluded in 2022.
The All Electric Design was finished in 2022 for the pre-salt FPSOs, aiming for higher efficiency and lower
GHG emission, representing the new generation of our FPSOs. For these units, the oil production capacity is
225 mbbl/d and 353.9 mmcf/d of Gas. The Sépia 2 and Atapu 2 FPSO bids incorporate the All Electric Design.
We invest in technological solutions combined with the transition to a low-carbon global economy, focusing
on reducing greenhouse gas emissions.
PETROBRAS | Annual Report and Form 20-F | 2022
73
TECHNICAL SOLUTIONS TO REDUCE GREENHOUSE EMISSIONS IN DEVELOPMENT
PRODUTION PROJECTS*
Our Business
In the last three years, we have installed several major systems, mainly in the Santos Basin pre-salt area,
which helped mitigate the Santos Basin’s natural decline. In 2020, we started the P-70 platform, located in
the Atapu field. In 2021, the FPSO Carioca started operations in the Sépia field and in 2022 the FPSO
Guanabara started up as the first definitive system in the Mero field. In the end of 2022, the P-71 started
operation in the Itapu Field. Those four new systems added new 24 wells (14 production and 10 injection
wells) into our production systems.
In 2022, the P-68 platform, in the Berbigão and Sururu field, reached its full capacity of 152 mbbl/d in June
and the daily production record of 161 mbbl/d in October, above nominal capacity due to the optimizations
achieved in the production plant. The FPSO Carioca continued in production ramp up in 2022 and reached
production of 175 mbbl/d with the fourth producing well start up.
In January 2023, the Guanabara platform reached its maximum production capacity, with the mark of 180
mbbl/d, about eight months after the unit started operating. The FPSO Guanabara achieved this result with
four producing wells and three gas injectors.
In 2022, our producing platforms had a daily production of 2.15 million barrels of oil and 2,989 million cubic
feet of natural gas (discounting the liquefied volume). In 2022, we owned 39 and leased 17 offshore
producing platforms. Besides these offshore platforms, there are five storage and offloading units, totaling
61 active platforms.
Considering that the P-71 started operating in December 2022, earlier than planned, we expect to install
four more FPSOs in 2023: the FPSO Anna Nery and the FPSO Anita Garibaldi in the Marlim field, the FPSO
Almirante Barroso in the Búzios field and the FPSO Sepetiba in the Mero field. We also expect to install 17
new FPSOs in the next five years.
PETROBRAS | Annual Report and Form 20-F | 2022
74
Our Business
SYSTEMS INSTALLED SINCE 2010
Basin
Field/Area
Production unit
Start
up
(year)
Crude
oil
nominal
capacity
(bbl/d)
Gas
nominal
capacity
(mmcf/d)
Water
depth
(meters)
Fiscal regime
Type
Main
production
source
2022
Santos
Itapu
P-71 150,000
211,9
2,010
Transfer of Rights
/Production Sharing
Pre-salt FPSO
Santos
Mero
Guanabara 180,000
423.8
1,930
Production Sharing
Pre-salt FPSO
2021
Santos
Sépia
Carioca 180,000
211,9
2,200
2020
Santos
Atapu
Petrobras 70 150,000
211.9
2,288
Santos
Berbigão
Petrobras 68 150,000
211.9
2,280
Santos
Búzios
Petrobras 77 150,000
247
1,980
Santos
Búzios
Petrobras 76 150,000
247
2,030
Santos
Tupi
Petrobras 67 150,000
211.9
2,130
Concession
Pre-Salt FPSO
Campos
Tartaruga
Verde
Cid. de Campos dos
Goytacazes
150,000
117
765
Concession
Post-Salt FPSO
2019
2018
Santos
Tupi
Petrobras 69 150,000
211.9
2,170
Santos
Búzios
Petrobras 74 150,000
247
1,950
Santos
Búzios
Petrobras 75 150,000
247
2,015
2017
2016
Santos
Santos
Santos
Santos
Tupi
Mero
Petrobras 66
Pioneiro de Libra
150,000
50,000
Tupi
Tupi
Cidade de Saquarema
Cidade de Maricá
150,000
150,000
211.9
141.3
211.9
211.9
2015
Santos
Tupi
Cidade de Itaguaí 150,000
282.5
2014
2013
Santos
Santos
Campos
Campos
Campos
Santos
Santos
Sapinhoá
Tupi
Roncador
Jubarte
Cidade de Ilhabela
Cidade de Mangaratiba
Petrobras 62
Petrobras 58
150,000
150,000
180,000
180,000
Roncador
Tupi
Sapinhoá
Petrobras 55
Cidade de Paraty
Cidade de São Paulo
180,000
120,000
50,000
211.9
282.5
211.9
211.9
141.3
176.6
76.6
2012 Campos
Jubarte
Cidade de Anchieta 100,000
123.6
2011
Campos
Santos
Marlim Sul
Mexilhão
Petrobras 56
Mexilhão
140,000
20,000
2010
Campos
Santos
Santos
Campos
Jubarte
Tupi
Uruguá
/Tambaú
Jubarte
Petrobras 57
Cidade de Angra dos
Reis
Cidade de Santos
Capixaba
180,000
100,000
25,000
110,000
211.9
529.7
70.6
176.6
353.1
113.0
2,150
2,040
2,120
2,120
2,240
2,140
2,220
1,560
1,400
1,795
2,120
2,140
1,220
1,645
1,260
2,150
1,300
1,473
Transfer of
Rights/Concession
Transfer of
Rights/Concession
Transfer of
Rights/Concession
Transfer of
Rights/Production
Sharing/Concession
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Pre-Salt FPSO
Pre-Salt FPSO
Pre-Salt FPSO
Pre-Salt
FPSO
Transfer of
Rights/Concession
Transfer of
Rights/Production
Sharing/Concession
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Pre-Salt FPSO
Pre-Salt FPSO
Concession
Production Sharing
Pre-Salt
Pre-Salt
FPSO
FPSO
Concession
Concession
Pre-Salt
Pre-Salt
FPSO
FPSO
Concession
Pre-Salt FPSO
Concession
Concession
Concession
Concession
Concession
Concession
Concession
Pre-Salt
Pre-Salt
Post-Salt
Pre-Salt
Post-Salt
Pre-Salt
Pre-Salt
FPSO
FPSO
FPSO
FPSO
SS
FPSO
FPSO
Concession
Pre-Salt FPSO
Concession
Concession
Post-Salt
Post-Salt
SS
Fixed
Concession
Concession
Concession
Concession
Post-Salt
Pre-Salt
Post-Salt
Post-Salt
FPSO
FPSO
FPSO
FPSO
PETROBRAS | Annual Report and Form 20-F | 2022
75
Our Business
MAIN SYSTEMS TO BE INSTALLED THROUGH 2027
Start up (year)
Basin Field/Area Production unit Crude oil
nominal
capacity
(bbl/d)
Gas
nominal
capacity
(mmcf/d)
Water
depth
(meters)
Fiscal regime
Type
Main
production
source
Santos
Búzios 5
Almirante
Barroso
150,000
211.9
2,100
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Expected 2023
Campos
Marlim 1 Anita Garibaldi
80,000
247.3
670
Concession
Post-Salt FPSO
Campos
Marlim 2
Anna Nery
70,000
141.3
927
Concession
Post-Salt FPSO
Santos
Mero 2
Sepetiba
180,000
423.8
2,050 Production Sharing
Pre-Salt FPSO
Campos
Parque
das
Baleias
Maria Quitéria
100,000
176.6
1,385
Concession
Pre-Salt FPSO
Expected 2024
Santos
Búzios 7
Almirante
Tamandaré
225,000
423.8
1,900
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Santos
Mero 3
Marechal Duque
de Caxias
180,000
423.8
2,070 Production Sharing
Pre-Salt FPSO
Santos
Búzios 6
Petrobras 78
180,000
254.3
2,030
Expected 2025
Santos
Búzios 8
Petrobras 79
180,000
254.3
1,700
Transfer of
Rights/Production
Sharing/Concession
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Pre-Salt FPSO
Santos
Mero 4
Alexandre de
Gusmão
180,000
423.8
1,890 Production Sharing
Pre-Salt FPSO
Santos
Búzios 9
Petrobras 80
225,000
423.8
2,100
Expected 2026
Santos Búzios 10
Petrobras 82
225,000
423.8
1,895
Transfer of
Rights/Production
Sharing/Concession
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Pre-Salt FPSO
Campos
Albacora
To be defined
120,000
211.9
700
Concession
Pre-Salt FPSO
Santos Búzios 11
Petrobras 83
225,000
423.8
2,100
Transfer of
Rights/Production
Sharing/Concession
Pre-Salt FPSO
Expected 2027
Sergipe
Águas
Profundas
Sergipe
Águas
Profundas
SEAP 1
To be defined
120,000
353.1
2,510
Concession
Post-Salt FPSO
SEAP 2
To be defined
120,000
423.8
2,510
Concession
Post-Salt FPSO
Campos
BM-C-33
To be defined
126,000
565.0
2,750
Concession
Pre-Salt FPSO
PETROBRAS | Annual Report and Form 20-F | 2022
76
Our Business
Decommissioning
Decommissioning of oil and gas exploration and production systems consists of activities associated with
the permanent interruption of the operation of the facilities. It is a legal requirement that the
decommissioning process is carried out when the life cycle of the production system ends, so that it is an
integral part of the production cycle of the oil and gas industry.
Once the need for decommissioning is confirmed, we plan and execute the activities in accordance with
current regulations, including environmental regulations, following strict safety standards and analyzing
project alternatives based on multidisciplinary criteria (environmental, technical, security, social and
economic), which allows us to select the decommissioning alternative that generates less impact. In this
analysis, we also consider studies and guidelines on the best practices of the oil and gas industry worldwide.
The decommissioning process includes several activities, such as disposal of the platform and the subsea
system and the plug and abandonment of wells, performed according to the decommissioning plan
approved by regulatory bodies and in accordance with the applicable legal requirements.
In 2022, we obtained approval from Brazilian regulatory bodies to remove the FPSO Capixaba in the Jubarte
field.
We removed the P-07 in the Bicudo field and dismantled and abandoned 13 wells.
Concerning well abandonments, we continued to deliver substantial results in 2022 that allowed us to
consolidate a new performance landmark in deepwater campaigns, with a 23% reduction in durations and
53% in costs compared to 2018-2019 levels, a period prior to the implementation of a strategic program
aimed at reducing abandonment time and cost.
In 2022, we also created an Executive Committee for Decommissioning to monitor the evolution of
worldwide best practices and establish strategic guidelines to implement decommissioning projects.
Also, in 2022 we changed our strategy for the disposal of our platforms to be decommissioned and are
implementing a green recycling policy in these units, aligned with best industry ESG practices, focusing on
sustainability to ensure the proper recycling process consistent with the protection of the environment and
human rights.
Critical Resources in Exploration and Production
We seek to procure, develop and retain all of the critical resources that are necessary to meet our production
targets. Drilling rigs, special vessels, supply vessels and helicopters are important resources for our
exploration and production operations and are centrally coordinated to assure both technical specifications
and proper lead time.
Since 2008, we have grown from three rigs capable of drilling in waters with depth greater than 2,000 meters
(6,560 feet) to 18 rigs with this capacity as of December 31, 2022. We will continue to evaluate our drilling
and special vessel demands and intend to adjust our fleet size as needed.
PETROBRAS | Annual Report and Form 20-F | 2022
77
DRILLING UNITS IN USE BY EXPLORATION AND PRODUCTION AS OF DECEMBER 31, 2022
(1)
Our Business
Brazil
Onshore
Offshore, by water depth (WD)
Jack-up rigs
Floating rigs
500 to 999 meters WD
1,000 to 1,999 meters WD
2,000 to 3,200 meters WD
Outside Brazil
Onshore
Offshore
Worldwide
2022
2021
2020
Leased
Owned
Leased
Owned
Leased
Owned
20
1(2)
19
0
19
1
0
18
0
0
0
20
0
0
0
0
0
0
0
0
0
0
0
0
18
0
18
0
18
1
0
17
0
0
0
18
0
0
0
0
0
0
0
0
0
0
0
0
20
0
20
0
20
0
1
19
0
0
0
20
0
0
0
0
0
0
0
0
0
0
0
0
1)
2)
In operated fields.
Do not consider onshore workover rigs, not used for drilling.
To achieve our production goals, we have also secured a number of specialized vessels (such as Pipe Laying
Support Vessels or “PLSVs”) to connect wells to production systems. As of December 31, 2022, we had 17
PLSVs. Similarly to the rigs, we intend to adjust our fleet size as needed.
The supply of goods and transport of people is also important to achieve our exploration and production
goals. By sea, we transport materials and chemical products. By air, we transport our most important assets:
people. Both materials and people are transported on a daily basis so that the exploration and production
of oil and gas is orchestrated in the most continuous way possible, maintaining the quality and level of
services.
In 2022, we delivered more than 2.2 million tons of materials and transported over 800,000 passengers to
our platforms all over the Brazilian coast. To accomplish these results, we also have a secure number of
supply vessels (such as Platform Supply Vessels or “PSV”) and helicopters. As of December 31, 2022, we had
78 PSV and 67 helicopters and both our fleets were sufficient to meet our needs.
PETROBRAS | Annual Report and Form 20-F | 2022
78
Our Business
Mero Field
Libra Block and Mero Field
The Mero field is a world-class field located in the Santos Basin ultra-deepwaters (water depth 2,100
meters), 180 km from the coast of Rio de Janeiro State and inside Brazilian pre-salt province. It has
a high productivity reservoir filled with a large volume of high-quality oil. It is a thick reservoir (oil
columns reaches 420 meters), with high productivity and filled with a large volume of high-quality
oil (29° API). In addition, the associated challenges for project development are also noteworthy,
considering the high gas/oil ratio (420 std m³/std m³) and CO2 content in the associated gas (44%),
water depth (2,100 meters) and distance from the coast (180 km).
In 2013, the consortium we formed with Shell Brasil, TotalEnergies, CNODC and CNOOC Limited won
the bid to explore and develop the Libra block for 35 years. The consortium also has the
participation of the state-owned enterprise Pré-Sal Petróleo - PPSA, which operates as a contract
manager. On November 30, 2017, we announced the submission of the Declaration of Commerciality
regarding oil accumulations in the northwestern portion of the Libra block, subsequently named
Mero.
On December 9, 2021, ANP approved Mero accumulation's Production Individualization Agreement
(“AIP”). The AIP occurs when the reservoirs extend beyond the areas granted or contracted, as
regulated by ANP. The agreement became effective on January 1, 2022.
Under the terms of the AIP, the Mero Joint Reservoir comprises two areas, namely (1) the Mero field
area (as defined in the PSC from LIBRA-P1 consortium), representing 96.50% and (2) the adjacent
area (Brazilian federal government, represented by PPSA), representing 3.50%.
The agreement establishes the stakes of each party and the rules of joint execution for the
operations to develop and produce oil and natural gas in the joint reservoir. The stakes of each party
in the Mero Joint Reservoir were then updated as follows: Petrobras with a 38.60% stake, Shell Brasil
with a 19.30% stake, TotalEnergies with a 19.30% stake, CNODC with a 9.65% stake, CNOOC Limited
with a 9.65% stake and Pré-sal Petróleo – PPSA, representing the Brazilian Government, with a 3.50%
stake.
As a result of this process, in December 2021, the parties mentioned above negotiated the
equalization between the already incurred expenses and the obtained revenues stemming from the
produced volumes up to the effective date of the AIP.
Project development
The start of production (first oil) occurred in 2017, within the Early Production System (“EPS”)
campaign, using two wells (one producer and one injector) and the chartered unit FPSO Pioneiro de
Libra, which has a capacity of 50 mbbl/d of oil and four million m³/day of gas.
So far, two EPSs are already concluded, and both used the FPSO Pioneiro de Libra, which was
anchored for two years in each location. The combined EPSs have already produced a cumulative
production of almost 54 mmbbl of oil, with a peak of 52 mbbl/d from one single well. Moreover,
associated gas production accounted for over 3.6 billion m³ of gas, of which 12.1% were consumed
for FPSO power generation, and approximately 86.7% were reinjected in the reservoir along with
almost 1.3 million m³ of CO2.
The production arrangement for the Mero field comprises the already operating FPSO Guanabara
and the units FPSO Sepetiba, FPSO Marechal Duque de Caxias and FPSO Alexandre de Gusmão. Each
FPSO (charted unit) will be able to process up to 180 mbbl/d and 12 million m³ of gas daily.
PETROBRAS | Annual Report and Form 20-F | 2022
79
Our Business
The FPSO Guanabara started operating in April 2022. Per our Strategic Plan, FPSO Sepetiba
production is expected to begin operating in 2023, FPSO Marechal Duque de Caxias in 2024 and FPSO
Alexandre de Gusmão in 2025.
The current estimate for Mero field is a return of over three billion bbl of oil recovery until 2048, with
an annual production peak of 600 mbbl/d.
FPSO Guanabara Production
In April 2022, we started producing oil and natural gas in the Mero 1 field through the operations of
the FPSO Guanabara, the first definitive production system installed in the Mero field, producing oil
and natural gas from the Mero field — it 1 area.
The FPSO Guanabara unit was built and operated by Modec and it is located more than 150 km off
the coast of the state of Rio de Janeiro in water depths that reach 1,930 meters.
The FPSO Guanabara unit is capable of processing up to 180 mbbl/d and 12 million m3/d of gas,
which represents 6% of the production operated by Petrobras.
The FPSO Guanabara unit is equipped with gas re-injection systems, in which the gas production
with 45% CO2 content, after self-consumption in the FPSO, is all re-injected into the reservoir to
maintain pressure and improve oil recovery, in addition to reducing the release of CO2 into the
atmosphere.
From April to December 2022, eight months after operations start-up, FPSO Guanabara achieved
the platform nominal capacity for oil production (180 mbbl/d). Moreover, the unit has already
produced a cumulative production of almost 20.8 mmbbl of oil, with a production of 1.3 billion m³ of
gas, from which 13.8% were consumed for FPSO power generation, and 80.3% were reinjected in the
reservoir, along with 444 million tons m³ of CO2.
The FPSO capacity was reached with four producers and three injectors wells. Two producers and
four injector wells are prepared to be connected and start operations, concluding this module's first
phase of production development.
New technologies in Libra
HISEP™
HISEP™ is a subsea separation technology that separates, at the seabed, gas with high CO2 content
under high pressure, followed by direct reinjection of this separated stream to the reservoir using
centrifugal pumps. HISEP™ debottlenecks the topsides gas processing plant and extends the oil
production plateau by reducing the gas-oil Ratio (“GOR”) of the oil that reaches the FPSO.
Hence, HISEP™ has the potential to accelerate oil production and increase the recovery factor. It has
been developed in a collaborative and integrated environment congregating major oil companies,
including the engagement of reputed and experienced market suppliers to deploy the solution and
generate value for the Mero field and the oil and gas industry. Therefore, during the last three years,
an extensive de-risking program was performed to increase the maturity level of the HISEP™
solution. The Mero field will be the first to implement HISEP™ technology for qualification; the bid
process for the HISEP™ EPCI is currently underway.
CTV
Cargo Transfer Vessel (“CTV”) is a new oil offloading technology that is undergoing a qualification
process through extensive field trials in the Santos Basin. When qualified, this concept will make
feasible the execution of oil transfer operations from the FPSO directly to conventional oil tankers
with safety levels compatible with the operations with a Dynamic Positioning Shuttle Tanker
(“DPST”) used by us for offloading. By eliminating steps in the conventional logistic, the CTV
solution enables a more straightforward and flexible logistics strategy in oil export scenarios. This
will bring a high potential for cost reduction, lower greenhouse gas (“GHG”) emissions, a shorter time
PETROBRAS | Annual Report and Form 20-F | 2022
80
Our Business
to reach the market, and positive impacts on the Health Safety Security Environment (“HSSE”)
indicators.
PRM
Seismic Permanent Reservoir Monitoring (“PRM”) is a technology that will provide more profound
knowledge about the distribution of fluids in the reservoir via data acquisition. In this way, it will also
allow greater efficiency in oil production in the Mero field.
PRM in Mero has unprecedented features in Brazil, considering the water depth, a large application
area (approximately 200 km²), and the high complexity for installation due to many subsea obstacles
(projects infrastructure). It incorporates state-of-the-art 4D seismic monitoring technologies, in
which seismic records obtained on different dates are used to monitor the behavior of reservoirs
over time.
According to our Strategic Plan, the system will be installed in 2024. It comprises a network of optical
fibers that will be connected to the FPSO Sepetiba and our offices. It will allow remote and instant
access to the data generated by the monitoring system.
Production
In 2022, our total production of oil and gas, including NGL, was 2,684 mboed, of which 2,648 mboed were
produced in Brazil, and 37 mboed were produced abroad, a 3% decrease compared to 2021. This production
decline was due to divestment, decommissioning, and the natural decline of the production.
Our 2022 operating performance was partially leveraged by the ramp-up of new production systems in the
Itapu and Mero fields.
Our production in the pre-salt layer reached 1,635 mbbl/d in 2022, representing an increase of 1% in relation
to our production in 2021. In 2022, the oil production in the pre-salt layer represented 76% of all oil
production in Brazil, compared to 73% in 2021.
OIL AND GAS PRODUCTION
2022
2021
2020
2022 vs 2021
Crude oil and natural gas – Brazil (mboed)
2,648
2,732
2,788
Onshore (mbbl/d)
Shallow water (mbbl/d)
Post-salt deep and ultra-deepwaters (mbbl/d)
Pre-salt (mbbl/d)
Crude oil (mbbl/d)(1)
Natural gas (mboed)
Crude oil and natural gas – Abroad(2) (mboed)
TOTAL
(1) Including NGL.
66
7
434
1,635
2,142
505
37
2,684
89
9
496
1,616
2,211
521
42
105
32
582
1,546
2,266
522
48
2,774
2,836
(2) Includes the proportional production of our equity method investees, based on our percentage interest in these entities.
-3%
-26%
-22%
-13%
1%
-3%
-3%
-14%
-3%
PETROBRAS | Annual Report and Form 20-F | 2022
81
Our Business
Pre-salt oil production increased by 1%, reflecting the high efficiency and the ramp-up of new units. The
pre-salt area comprises large accumulations of light oil of excellent quality and high commercial value. The
post-salt oil production
in deep and ultra-deepwaters decreased by 13% due to divestment,
decommissioning and the natural decline of production.
Shallow waters oil production decreased by 22%, to seven mbbl/d, due to divestment, decommissioning,
and the natural decline of the production. Onshore oil production decreased by 26%, to 66 mbbl/d, due to
divestment, decommissioning, and the natural decline of the production.
We produced 84.6 million m3/d of gas in 2022. From that volume, we used 51.3 million m3/d in our production
processes (reinjected, flared, consumed, liquefied) and allocated 33.3 million m3/d for sale.
Achievement of 2022 Production Target
We achieved our production targets for 2022, established in the 2022-2026 Strategic Plan and revised in
January 2022:
PRODUCTION TARGETS FOR 2022
Production
Oil and NGL (mmbbl/d)
Oil, NGL and commercial gas (mmboed)
Total production Oil and Gas (mmboed)
Performed (mboed)
Goal (million boed)
2,154
2,361
2,684
2.1 + 4%
2.3 + 4%
2.6 + 4%
This result demonstrates our commitment to meeting our goals, which have been reached by maintaining
the focus of our activities on deep and ultra-deepwater assets.
The revision of the production target in January 2022 reflected the effect of the result of the 2nd Round of
Bids for the Transfer of Rights Surplus under the Production Sharing Regime. The result affected our shares
in the Sépia and Atapu fields. For 2022, we reduced the target for the total oil and gas production in the
amount of 70 mboed, changing the range from 2.7 mmboed to 2.6 mmboed, with a variation of 4% up or
down. Oil and gas production targets remained within the same ranges.
Lifting Cost
In 2022, our lifting cost (Brazil and our business outside Brazil), without government participation or leases,
was US$5.8 per boe, which represents a 16% increase from the 2021 cost of US$5.0 per boe. Including leases,
our lifting cost in 2022 was US$7.4 per boe, which represents a 13% increase from the 2021 cost of US$6.6
per boe.
PETROBRAS | Annual Report and Form 20-F | 2022
82
Our Business
Shared deposits between different fields
The participation of consortium members in any fields mentioned refers exclusively to the
participation of such members in the contract related to such field. On certain occasions, some of
these fields are subject to Production Individualization Agreements (“AIPs”), resulting in shared
deposits between different fields. Under AIPs, costs, investments, and production volumes are
shared between the parties thereto.
After ANP’s approval, the AIPs are disclosed to the market and published on our Investor Relations
website at www.petrobras.com.br/ir. The information available on our website is not and shall not
be deemed to be incorporated by reference to this annual report.
Below are the most relevant fields subject to AIPs to which we are party. This list is not exhaustive
and other fields not mentioned below may also be subject to AIPs.
TUPI
The AIP of Tupi's joint reservoir, located in the Santos Basin, was approved by ANP in March 2019.
The joint reservoir comprises Tupi’s reservoir and is shared between:
_ BM-S-11 consortium contract (Tupi Field), concession operated by us (65%), in partnership with
Shell (25%) and Galp (10%);
_ Sul de Tupi, Transfer of Rights area, where we have 100% of the participating interest; and
_ Tupi Leste, a Non-contracted area, which belongs to the Brazilian federal government, represented
by Pré-Sal Petróleo (PPSA).
_ Tupi’s AIP does not cover the so-called Iracema reservoir, which remains with the same interests of
the BM-S-11 consortium.
The participating interest of each party in Tupi's joint reservoir are as follows:
Partner
Petrobras (operator)
Shell
Galp
PPSA
Participating Interest (%)
67.22
23.02
9.21
0.55
MERO
The AIP of the Mero accumulation, located in the Santos Basin, was approved by ANP in December
2021.
The Mero joint reservoir comprises:
PETROBRAS | Annual Report and Form 20-F | 2022
83
Our Business
_ Libra Production Sharing Contract: operated by us (40%) in partnership with Shell (20%),
TotalEnergies (20%), CNPC (10%), CNOOC (10%) and PPSA; and
_ Sul de Mero and Norte de Mero, non-contracted areas, which belong to the Brazilian federal
government, represented by PPSA.
The participating interest of each party in the Mero joint reservoir are as follows:
Partner
Petrobras
Shell
TotalEnergies
CNODC
CNOOC
Pré-sal Petróleo - PPSA
Participating Interest
(%)
38.60
19.30
19.30
9.65
9.65
3.50
ATAPU
The AIP of Atapu accumulations, located in the Santos Basin, was approved by ANP in September
2019, and an amendment was approved by ANP in April 2022 to include the Production Sharing
Contract.
The Atapu joint reservoir comprises:
_ Oeste de Atapu concession contract operated by us (42.5%), in partnership with Shell (25%),
TotalEnergies (22.5%), and Galp (10%);
_ Atapu (Transfer of Rights Surplus), operated by us (52.5%), in partnership with Shell (25%), and
TotalEnergies (22.5%);
_ Atapu (Transfer of Rights Agreement), operated by us, and where we hold 100% of the
participating interest; and
_ Norte de Atapu - Non-contracted area, which belongs to the Brazilian federal government,
represented by PPSA.
The participating interest of each party in Atapu joint reservoir are as follows:
Partner
Petrobras (operator)
Shell
TotalEnergies
Galp
PPSA
Participating Interest (%)
65.69
16.66
15.00
1.70
0.95
PETROBRAS | Annual Report and Form 20-F | 2022
84
Our Business
SÉPIA
The AIP of Sépia accumulations, located in the Santos Basin, was approved by ANP in September
2019 and an amendment was approved by ANP in April 2022 to include the Production Sharing
Contract.
The Sépia joint reservoir comprises:
_ BM-S-24 (Sépia Leste), concession contract operated by us (80%), in partnership with Galp (20%);
and
_ Sépia (Transfer of Rights Surplus), operated by us (30%), in partnership with TotalEnergies (28%),
Petronas (21%), and QP Brasil (21%); and
_ Sépia (Transfer of Rights Agreement), operated by us (where we hold a 100% stake).
The participating interest of each party in the Sépia shared reservoir are as follows:
Partner
Petrobras (operator)
TotalEnergies
Petronas
QP Brasil
Galp
Participating Interest (%)
55.30
16.91
12.69
12.69
2.41
BÚZIOS AND TAMBUATÁ
In November 2019, we, in partnership with CNODC and CNOOC, obtained the rights to explore the
surplus volumes of Búzios field.
The Production Sharing Regime in Búzios became effective in September 2021. In 2022, we
transferred 5% of our interest in the Transfer of Rights Agreement Surplus, to CNOOC. This
transaction was effective as of December 1, 2022. For more information on this transaction, see “Our
Business - Exploration and Production - Production - Búzios field” in this annual report.
The participating interest of each party in the Búzios co-participated area (Transfer of Rights
Agreement and Transfer of Rights Agreement Surplus) are:
Partner
Petrobras
CNOOC
CNODC
Participating Interest (%)
88.9891
7.3406
3.6703
Búzios has also a reservoir that communicates with Tambuatá field. The unitization agreement was
submitted to the ANP and is pending approval.
The participating interest of each party in the Búzios joint reservoir are:
_ 99.36% - Búzios field;
_ 0.64% - Tambuatá field operated by us with a 100% interest.
PETROBRAS | Annual Report and Form 20-F | 2022
85
Our Business
TARTARUGA VERDE
The concession contract BM-C-36 has two producing reservoirs: the Tartaruga Verde reservoir,
which is totally contained within the ring fence limits, and the Tartaruga Mestiça reservoir, which
goes beyond the ring fence limits.
We fully acquired the area of the limits of the concession BM-C-36 in December 2018 through the
block named Sudoeste de Tartaruga Verde (Production Sharing Regime). In December 2018, we
declared the commerciality of the portion of the Tartaruga Mestiça shared reservoir that is off the
limits of the concession BM-C-36, from then on named Tartaruga Verde Sudoeste.
The AIP of the Tartaruga Mestiça shared reservoir was signed between us and PPSA and has been in
force since March 2018.
In January 2021, the ANP approved an amendment to the AIP, at which point the following
percentages for the division of the deposit (participation interest) became effective:
_ Tartaruga Mestiça (Concession Contract): 82.19%
_ Tartaruga Verde Sudoeste (Production Sharing Contract): 17.81%
In December 2019, we assigned to Petronas 50% of our participating interest of the Tartaruga Verde
Fields (BM-C-36) and Espadarte Module III. We also established a consortium with Petronas,
pursuant to which we carry out operator activities in aforementioned operations. The Tartaruga
Verde Sudoeste Field, under the Production Sharing Agreement, remained entirely with us.
The participating interest of each party in the reservoirs of Tartaruga Verde and Espadarte Module
III are:
Partner
Petrobras
Petronas
Participating Interest (%)
50%
50%
The participating interest of each party in the reservoir of Tartaruga Mestiça shared reservoir:
Partner
Petrobras
Petronas
SAPINHOÁ
Participating Interest (%)
58.905%
41.095%
In 2000, we, YPF Brasil Ltda (YPF) and BG E&P Brasil LTDA (BG), entered into an agreement to create
the BM-S-9 consortium, and the BM-S-9 concession contract was signed in September 2020. YPF
and BG participating interests were later acquired by Repsol and Shell, respectively.
In September 2011, the consortium informed ANP that Sapinhoá field could extend to a non-
contracted area.
PETROBRAS | Annual Report and Form 20-F | 2022
86
Our Business
The ANP approved the AIP of Sapinhoá Field shared deposit, located in the Santos Basin, in January
2016
In October 2017, the same consortium acquired the rights to produce in the extended area of
Entorno de Sapinhoá (composed of Sudoeste de Sapinhoá, Noroeste de Sapinhoá, and Nordeste de
Sapinhoá). The Production Sharing Contract related to such area was signed in January 2018.
In March 2018, the ANP approved an amendment of the AIP, with the following participating
interests:
Partner
Petrobras
Shell
Repsol Sinopec
Participating Interest (%)
45.00
30.00
25.00
PETROBRAS | Annual Report and Form 20-F | 2022
87
MAIN PRODUCTION FIELDS
Basin
Santos
Field
Tupi
Production units
Main
source
Owned
Capacity
(mbbl/d)
Leased
Capacity
(mbbl/d)
Consortium
Pre-salt
3
3 units with
150
6
1 unit with 100
1 unit with 120
4 units with
150
Santos
Búzios
Pre-salt
Campos
Jubarte
Pre-salt
Campos
Roncador
Campos
Marlim Sul
Post-
salt
Post-
salt
4
2
4
3
4 units with
150
2 units with
180
3 units with
180
1 unit with 190
1 unit with 140
1 unit with 180
1 unit with 200
—
2
—
—
1 unit with 100
1 unit with 110
—
—
—
Santos
Sapinhoá
Pre-salt
—
—
2
2 units with
150
Santos
Atapu
Pre-salt
1
1 unit with 150
—
—
Santos
Sépia
Pre-salt
---
---
1
1 unit with 180
Campos
Campos
Marlim
Leste
Tartaruga
Verde
Post-
salt
Post-
salt
1
1 unit with 180
1
1 unit with 100
—
—
1
1 unit with 150
Other pre and post-salt fields
Onshore
Shallow waters
TOTAL
PETROBRAS | Annual Report and Form 20-F | 2022
Our Business
API
gravity
29.5 –
32.6
Sulphur
content
(% wt)
2022 oil
production
(mbbl/d)
0.29 –
0.40
546
28.5 –
28.8
0.32-
0.33
17.1 –
30.2
17.7 –
28
0.29 –
0.56
0.54 –
0.73
17.6 –
24.6
0.59 –
0.73
29.8
0.4
515
101
91
89
81
27.7
0.4
68
Petrobras
(67.22%)
Shell
(23.02%)
Petrogal
(9.21%)
PPSA (0.55%)
Petrobras
(89%) CNOOC
(7.3%) CNODC
(3.7 %)
Petrobras
(100%)
Petrobras
(75%)
Equinor
(25%)
Petrobras
(100%)
Petrobras
(45%)
Shell (30%)
Repsol
Sinopec
(25%)
Petrobras
(65.69%)
Shell
(16.66%)
TotalEnergies
(15%)
Galp (1.7%)
PPSA (0.95%)
27.4
0.45
68
Petrobras
(55.3%)
TotalEnergies
(16.91%)
Petronas
(12.69%)
QP Brasil
(12.69%)
Galp (2.41%)
23.4 –
28.5
0.50 –
0.52
27.5
0.76
57
34
Petrobras
(100%)
Petrobras
(50%)
Petronas
(50%)
419
66
7
2,142
88
2022 PRODUCTION
Our Business
Búzios field
The Búzios field started production in April 2018 under the Transfer of Right Contract (ToR) and, on
December 31, 2022, reached a total accumulated production of 837 mmboe under the co-
participation agreement.
The Búzios field is an asset with significant reserves, high productivity wells, light oil, low lifting
costs and low emissions. It is economically resilient to a low oil price scenario.
In 2019, we acquired 90% of the exploration and production rights of the surplus volume of the ToR
of the Búzios field, in a partnership with Brasil Petróleo e Gás Ltda. (“CNODC”) and CNOOC
Petroleum Brasil Ltda. (“CNOOC”), each with 5%. This acquisition is consistent with our strategy of
focusing our investments in world-class assets.
In March 2020, we entered into the Production Sharing Contract for the surplus of the ToR of the
Búzios area, with CNOOC and CNODC as private partners and Pré-Sal Petróleo S.A (PPSA) as its
manager.
The co-participation agreement, which regulates the coexistence of the Transfer of Rights
Agreement and Production Sharing Contract for the surplus of the ToR, was approved by ANP on
August 12, 2021. As a consequence, we received a compensation of US$2.9 billion from CNOOC and
CNODC. From September 1, 2021 to November 30, 2022, we had a 92.6594% participation interest in
the Búzios/Tambuatá shared reservoir and CNOOC and CNODC each have a 3.6703% interest.
In September 2021, CNOOC expressed its interest in exercising the option to purchase an additional
share of 5% in the Production Sharing Contract of the ToR Agreement Surplus. This purchase option
was already provided for in the contract signed with the partners in the bidding of the surplus
volume to the Transfer of Rights Agreement of the Búzios field, held on November 6, 2019. The
transaction was effective as of December 1, 2022, and participations
in the
Búzios/Tambuatá shared reservoir are:
interest
Partner
Petrobras
CNOOC
CNODC
Share (%)
88.9891
7.3406
3.6703
PETROBRAS | Annual Report and Form 20-F | 2022
89
Our Business
In November 2022, we received the amount of R$10.3 billion, equivalent to US$1,9 billion based on
the PTAX exchange rate of November 24, 2022, related to the assignment of 5% of the CNOOC’s
participation in the Production Sharing Contract.
There are currently four units in operation in Búzios. A fifth platform, the FPSO Almirante Barroso,
is already in its location and expected to start production in the second quarter of 2023. FPSO
Almirante Barroso will be the first chartered unit in the Búzios Field, capable of processing 150,000
barrels of crude oil per day.
The FPSO Almirante Tamandaré, a chartered unit that will become the field’s sixth production
system, had its charter agreement signed in October 2021 and is expected to start production in
2024. In addition, P-78, P-79, P-80, P-82 and P-83, five platforms that we will own and for which
construction contracts were signed in 2021 and 2022, are expected to start production in 2025, 2026
and 2027. In June 2022, the Búzios shared reservoir reached a monthly record of the 616 mbbl/d
production mark due to good operating results.
In January 2023, ANP approved the Búzios Development Plan submitted in 2021 by the consortium,
and extended the Tambuatá concession until March 2055.
The average daily production from 2023 to 2027 is expected to be 700.6 mbbl (our share), with
operational expenditures around US$8.0 billion in the period (our share), including leasing of
vessels.
Until October 2022, we had oil shale mining operations in São Mateus do Sul, in the Paraná Basin, in Brazil,
in which kerogen (solid organic matter) from these deposits was converted into synthetic oil and gas. This
operation was carried out in an integrated facility and its final products were fuel gas, liquefied petroleum
gas (“LPG”), shale naphtha and shale fuel oil. We sold this asset in November 2022 as part of our divestment
project. The new operator, Forbes and Manhattan, took over the asset, but we continue to operate under a
transition agreement that could last up to 15 months from the date of the sale.
For more information on our divestments, see “Portfolio Management” in this annual report.
For more information on our production of crude oil, natural gas, synthetic oil and synthetic gas by
geographic area in 2022, 2021 and 2020, see Exhibit 15.3 to this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
90
Our Business
Customers and Competitors
One of our most representative trades in terms of volume and profitability is crude oil. We sell oil through
long-term and spot-market contracts, and in 2022, the crude oil volume committed through long-term
contracts with fixed quantity subject to final agreement on commercial terms was approximately 141
mbbl/d.
Our overseas portfolio includes approximately 37 clients, such as refiners that process or have processed
Brazilian oils regularly, distributed throughout China, the Americas, Europe, and other countries in Asia.
OIL CLIENTS (% vol)
Fuel oil is one of the most representative types of oil products in terms of volume in exports.
Since 2020 we have been exporting record quantities of fuel oil, essentially low sulfur, at positive crack
spreads, meeting the IMO specification with a competitive edge in the global market.
In 2022, we have primarily exported low sulfur fuel oil to several destinations. In response to the conflict
between Russia and Ukraine, we have also developed a new marketing approach for our high sulfur fuel oil
concentrating the sales in the US Gulf Coast as a replacement for the Russian fuel oil that has been excluded
from this market as a result of sanctions imposed on Russia.
Our fuel oil is also available in the major hubs in the market such as Singapore, Arab Gulf (AG), the
Mediterranean and Northwest Europe, the west coast of Africa, Panama and the Caribbean. Our
counterparties list consists of major companies, trading companies and barging companies. We have sold
fuel oil to more than 40 different companies this year.
In the exploration and production industry, we deal with several competitors when we participate in bidding
rounds conducted by the ANP.
PETROBRAS | Annual Report and Form 20-F | 2022
91
Our Business
Reserves
Preparation of reserves estimates
We apply SEC rules (Rule 4-10(a) of Regulation S-X and Subpart 229.1200 of Regulation S-K) for
estimating and disclosing oil and natural gas reserve quantities included in this annual report. In
accordance with rules, we estimate reserves by considering average prices calculated as the
unweighted arithmetic average of the first-day-of-the-month price for each month within the 12-
month period prior to the end of the reporting period. For the years ended in 2020 and 2021,
reserves volumes of non-traditional reserves such as synthetic oil and gas are also included in this
annual report in accordance with SEC regulation. In 2022, we no longer had these quantities due to
the sale of Paraná Xisto S.A.
We estimate reserves based on forecasts of field production, which depends on an array of technical
information, such as seismic surveys, well logs and tests, rock and fluid samples, and geoscience,
engineering and economic data. All reserve estimates involve some degree of uncertainty. The
uncertainty depends primarily on the amount of reliable geological and engineering data available
at the time of the estimate and the interpretation of that data. Our estimates are thus made using
the most reliable data and technology available at the time of the estimate, in accordance with the
best practices in the oil and gas industry and SEC rules and regulations.
Thus, the reserve estimation process begins with an initial evaluation of our assets by geophysicists,
geologists and engineers. Reserves coordinators and managers responsible for the assets reserves
of each business unit in Brazil and the corporate reserves team provides guidance for reserves
estimates in compliance with SEC requirements to the asset teams. General managers responsible
for the assets reserves of our business units in Brazil and executive officers of companies outside
Brazil where we have interests are responsible for regional reserves estimates in compliance with
SEC requirements. The corporate reserves team is responsible for consolidating our reserves
estimates, standardized measures of discounted net cash flows related to proved oil and gas
reserves, and other information related to proved oil and gas reserves. Our reserves estimates are
approved by our Board of Executive Officers, which then informs our Board of Directors about the
approval. The technical person primarily responsible for overseeing our reserves' preparation is the
corporate reserves team manager, who has a degree in engineering and 20 years of experience in
the oil and gas industry.
DeGolyer and MacNaughton (“D&M”) conducted a reserves evaluation of 97.4% of our net proved
crude oil, condensate and natural gas reserves as of December 31, 2022 in Brazil. The amount of
reserves reviewed by D&M corresponds to 96.9% of our total proved reserves company-wide on a
net equivalent barrel basis. For disclosure describing the qualification of D&M’s technical person
primarily responsible for overseeing our reserves evaluation, see Exhibit 99.1 to this annual report.
For a description of the risks relating to our reserves and our reserve estimates, see “Risks” in this
annual report.
Due to Brazilian regulation, we also estimate our oil and gas reserves pursuant to the ANP and the
Society of Petroleum Engineers (“SPE”) criteria. The differences between the reserves estimated
according to the ANP/SPE definitions and those estimated according to SEC regulation are mainly
due to different economic assumptions and the possibility of considering as reserves the volumes
expected to be produced beyond the concession contract expiration date in fields in Brazil according
to ANP reserves regulation.
PETROBRAS | Annual Report and Form 20-F | 2022
92
Our Business
We discover new areas through exploratory activity. Such areas constitute our fields after the declaration
of commerciality. We then prepare a development plan for each field. As projects achieve adequate
maturity, proved reserves may be reported.
Our fields’ proved reserves can be later increased with additional drilling, operational optimizations and
improved recovery methods, such as water injection, among other activities.
Our net proved oil, condensate and natural gas reserves as of December 31, 2022 were estimated at 10,470
million boe. This estimate includes our interest in our equity method investees, which represents 0.2% of
our net reserves.
PROVED RESERVES (1) (million boe)
(1) Apparent differences in the sum of the numbers are due to rounding.
Oil and gas reserves volumes change yearly. Quantities included in our previous year’s reserves that are
produced during the year are no longer reserves at year-end. Other factors, such as reservoir performance,
revisions in oil prices, discoveries, extensions, purchases and sales of assets that occurred during the year,
also influence year-end reserves quantities.
PETROBRAS | Annual Report and Form 20-F | 2022
93
PROVED RESERVES (1) (million boe)
Our Business
(1) Apparent differences in the sum of the numbers are due to rounding.
(2) The 860 million boe production volume is the net volume withdrawn from our proved reserves. It therefore excludes NGL, as we estimate our oil and gas
reserves at a reference point located prior to the gas processing plants, except for the United States of America and Argentina. The production does not
include injected gas volumes, production of EWTs in exploratory blocks and production in Bolivia, since Bolivian reserves are not included in our reserves
due to restrictions determined by Bolivian Constitution.
(3) Includes the effects of the transfer of interests of 5% of the Production Sharing Contract of the Surplus Volume of the Transfer of Rights of the Búzios
field and the write-offs related to the Co-Participation Agreements of the Atapu and Sepia fields.
In 2022, we incorporated 1,988 million boe of proved reserves, including:
addition of 1,279 million boe due to new projects, mainly in the Búzios field and in other fields in the
Santos and Campos Basins; and
addition of 709 million boe arising from revisions, mainly due to good performance of reservoirs in
the pre-salt layer of the Santos Basin and to the contract term extension of the Rio Urucu and Leste
do Urucu fields. We did not have relevant changes related to the variation in the oil price.
The addition in our proved reserves were partially offset by the reduction of 536 million boe, due to the
effects of the transfer of interests of 5% of the surplus volume of the Transfer of Rights of the Búzios field,
of the write-offs related to the Co-Participation Agreements of the Atapu and Sepia fields and of sales of
properties in mature fields.
2022 RESERVES INDEXES
PETROBRAS | Annual Report and Form 20-F | 2022
94
Our Business
Proved Undeveloped Reserves
As of December 31, 2022, our proved undeveloped reserves were estimated at 5,347 million boe, a net
increase of 28% when compared to 2021 year-end.
In 2022, we incorporated 1,549 million boe of proved undeveloped reserves, including:
addition of 1,238 million boe due to new projects, mainly in the Búzios field and in other fields in the
Santos and Campos Basins; and
addition of 311 million boe arising from revisions, mainly due to good performance and increased
production experience in reservoirs in the pre-salt layer of the Santos Basin.
The additions in our proved undeveloped reserves were partially offset by:
the conversion of 305 million boe of proved undeveloped reserves to proved developed reserves,
mainly as a result of the FPSO Guanabara platform start-up in the Santos Basin and offshore drilling
and tieback operations; and
the reduction of 89 million boe, due to the effects of the transfer of interests of 5% of the surplus
volume of the Transfer of Rights of the Búzios field, of the write-offs related to the Co-Participation
Agreements of the Atapu and Sepia fields and of sales of properties in mature fields.
CHANGES IN PROVED UNDEVELOPED RESERVES (1)
(million boe)
(1) Apparent differences in the sum of the numbers are due to rounding.
(2) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields.
As of December 31, 2022, 25% (1,349 million boe) of our proved undeveloped reserves have remained
undeveloped for five years or more, mainly due to the inherent complexity of ultra-deepwater development
projects in giant fields, particularly in the Santos and Campos Basins, in which we are investing in the
required infrastructure.
In 2022, we invested a total of US$6.9 billion in development projects, of which 99% was invested in Brazil.
Most of our investments relate to long-term development projects, which are developed in phases due to
the large volumes and extensions involved, the deep and ultra-deepwater infrastructure and the production
resources complexity. In these cases, the full development of the reserves related to these investments may
exceed five years.
For further information on our reserves, see the unaudited section “Supplementary Information on Oil and
Gas Exploration and Production” in our audited consolidated financial statements.
PETROBRAS | Annual Report and Form 20-F | 2022
95
Our Business
Oil and Gas Additional Information
The following tables show (i) the number of gross and net productive oil and natural gas wells and (ii) total
gross and net developed and undeveloped oil and natural gas acreage in which we had working interests as
of December 31, 2022. A gross well or acre is a well or acre where we own a working interest, while the number
of net wells or acres is the sum of fractional working interests in gross wells or acres. We do not have any
material acreage expiring before 2025.
GROSS AND NET PRODUCTIVE WELLS
As of December 31, 2022
Oil
Natural Gas
Synthetic
Oil
Synthetic
gas
Gross
Net
Gross
Net Gross Net Gross Net
Consolidated subsidiaries
Brazil
South America (outside of Brazil)
4,609
4,544
133
52
22
209
124
100
Total consolidated
4,661
4,566
342
224
Equity method investees
South America (outside of Brazil)
North America
Total equity method investees
TOTAL GROSS AND NET PRODUCTIVE
WELLS
0
43
43
0
3.43
3.43
0
1
1
0
0.06
0.06
4,704
4,569
343
224
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
GROSS AND NET DEVELOPED AND UNDEVELOPED ACREAGE
(in acres)
As of December 31, 2022
Developed acreage
Undeveloped acreage
Gross
Net
Gross
Net
Consolidated
Brazil
3,881,109.5
3,413,346.7
795,015.4
672,729.1
South America (outside of Brazil)
3,264.0
1,096.7
1,470.0
493.9
Total consolidated
3,884,373.5
3,414,443.4
796,485.4
673,223.0
Equity method investees
North America
Total equity method investees
30,764.0
30,764.0
2,791.9
121,030.0
12,367.0
2,791.9
121,030.0
12,367.0
TOTAL GROSS AND NET ACREAGE
3,915,137.5
3,417,235.3
917,515.4
685,590.0
PETROBRAS | Annual Report and Form 20-F | 2022
96
Our Business
For “net” figures, we used our working interest held on December 31, 2022. Gross and net developed and
undeveloped acreage presented in this table does not include exploratory areas.
The following table sets forth the number of net productive and dry exploratory and development wells
drilled in the last three years.
NET PRODUCTIVE AND DRY EXPLORATORY AND DEVELOPMENT WELLS
2022
2021
2020
Net productive exploratory wells drilled
Consolidated subsidiaries
Brazil
South America (outside of Brazil)
Total consolidated subsidiaries
Equity method investees
North America(2)
Total productive exploratory wells drilled
Net dry exploratory wells drilled
Consolidated subsidiaries
Brazil
South America (outside of Brazil)
Total consolidated subsidiaries
Equity method investees
North America(2)
Total dry exploratory wells drilled
Total number of net exploratory wells drilled
Net productive development wells drilled
Consolidated subsidiaries
Brazil
South America (outside of Brazil)
Total consolidated subsidiaries
Equity method investees
North America(2)
Total productive development wells drilled
Net dry development wells drilled
Consolidated subsidiaries
1.9
0.78
2.68
—
2.68
0.45
—
0.45
—
0.45
3.13
3.4
0.32
3.72
—
3.72
0.4
—
0.4
—
0.4
4.12
4.6
0
4.6
—
4.6
1.5
—
1.5
—
1.5
6.1
41.66
26.23
3.02
44.68
4.7
30.9
0.0811
0.2042
44.76
31.1
79.0
0.336
79.3
0.306
79.64
PETROBRAS | Annual Report and Form 20-F | 2022
97
Brazil
South America (outside of Brazil)
Total consolidated subsidiaries
Equity method investees
North America(2)
Total dry development wells drilled
Our Business
2022
2021
2020
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
TOTAL NUMBER OF NET DEVELOPMENT WELLS DRILLED
44.76
31.1
79.64
(1) Due to the joint venture formed by PAI and Murphy, information regarding proved reserves, acreage and wells in the United States are reported
in the “equity method investees” section. For “net” figures, we used the working interest held as of December 31, 2022.
The following table summarizes the number of wells in the process of being drilled as of December 31, 2022.
NUMBER OF WELLS BEING DRILLED AS OF DECEMBER 31, 2022
Consolidated Subsidiaries
Brazil
International
South America (outside of Brazil)
North America
TOTAL WELLS DRILLING
Gross
Net
8.0
6.58
3
1
12
1.1164
0.023
7.7194
The following table sets forth our average sales prices and average production costs by geographic area of
production and by product type for the last three years.
AVERAGE SALES PRICES AND AVERAGE PRODUCTION COSTS
(US$)
2022
Average sales prices
Oil and NGL, per barrel
Natural gas, per thousand cubic feet(1)
Synthetic oil, per barrel
PETROBRAS | Annual Report and Form 20-F | 2022
South America
Brazil
South America
(outside of Brazil)
Total
95.91
11.54
87.76
51.38
4.27
-
95.88
11.24
87.76
98
Synthetic gas, per thousand cubic feet
Average production costs, per barrel – total
2021
Average sales prices
Oil and NGL, per barrel
Natural gas, per thousand cubic feet(1)
Synthetic oil, per barrel
Synthetic gas, per thousand cubic feet
Average production costs, per barrel – total
2020
Average sales prices
Oil and NGL, per barrel
Natural gas, per thousand cubic feet(1)
Synthetic oil, per barrel
Synthetic gas, per thousand cubic feet
Average production costs, per barrel – total
Our Business
8.80
5.68
67.45
7.43
57.46
5.20
3.68
39.95
5.47
33.2
2.52
4.11
-
6.33
34.43
3.21
-
-
5.05
36.89
3.65
—
—
4.35
8.80
5.68
67.48
7.61
57.46
5.20
3.66
39.96
5.63
33.2
2.52
4.11
(1) The volumes of natural gas used in the calculation of this table are the production volumes of natural gas available for sale and are also shown
in the production table above. Natural gas amounts were converted from bbl to cubic feet in accordance with the following scale: one bbl = six
cubic feet.
For more information about our capitalized exploration costs, see Note 26 to our audited consolidated
financial statements and the unaudited supplementary information on oil and gas exploration and
production contained therein.
PETROBRAS | Annual Report and Form 20-F | 2022
99
Our Business
Refining, Transportation and Marketing
We processed 70% of all our oil production, which includes oil and LNG and excludes Natural Gasoline
(“C5+”), in our refineries. In 2022, we produced 1,743 mbbl/d of oil products, from the processing of Brazilian
oil (90% of feedstock) and imported oil (10% of feedstock). We traded these oil products both in Brazil and
abroad.
Furthermore, we operate in the petrochemical sector with interests in companies, as well as in the
production of biofuels through our wholly owned subsidiary, Petrobras Biocombustível S.A. (“PBIO”).
Overview
We own and operate 11 refineries in Brazil, with a total net crude distillation capacity of 1,851 mbbl/d,
disregarding REMAN, whose sale was completed in November 2022. This represents 84% of all refining
capacity in Brazil, according to the 2022 statistical yearbook published by the ANP. Until November 2022,
we also owned and operated REMAN refinery with a capacity of 46 mbbl/d. Most of our refineries are located
near our crude oil pipelines, storage facilities, refined product pipelines, and major petrochemical facilities,
easing access to crude oil supplies and end-users.
We also operate a large and complex infrastructure of pipelines and terminals, and a shipping fleet to
transport oil products and crude oil to Brazilian and global markets. We operate 38 of our own terminals
through our wholly-owned subsidiary Petrobras Transporte S.A. (“Transpetro”), and we have contracts for
the use of some of the storage capacity of 19 third-party terminals.
PETROBRAS | Annual Report and Form 20-F | 2022
100
Our Business
PETROBRAS | Annual Report and Form 20-F | 2022
101
Our Business
Our Refining, Transportation and Marketing also include activities such as (i) petrochemicals and (ii)
production of biofuels.
In June 2019, we signed a commitment with CADE which consolidates our understanding on the execution
of divestment of refining assets in Brazil. The purpose of the agreement is to provide competitive
conditions, encouraging new economic agents to enter the downstream market, as well as suspending
CADE’s court administrative investigation related to the alleged abuse of our dominant position in the
refining segment. The agreement considered the divestment of approximately 50% of our refining capacity
as of the date of the agreement, which at such time comprised seven refining units (REMAN, LUBNOR,
RNEST, RLAM, REGAP, REPAR and REFAP) and a shale industrialization unit (SIX).
As of December 31, 2022, we had already divested from the RLAM and REMAN refineries and the shale unit
SIX.
In January 2022, we signed an agreement for the sale of our stake in the Potiguar Cluster, which includes,
among its assets, the AIG (Former RPCC). Until the conditions precedent are met, and the transaction is
closed, we will continue to operate the assets.
In May 2022, we signed an agreement with Grepar Participações Ltda, for the sale of our shares of a new
company that will be formed by LUBNOR and its associated logistics. The transaction is subject to the
satisfaction of conditions precedent, such as approval by the CADE. Until the conditions precedent are met
and the transaction is closed, we will maintain the regular operations of the refinery and all associated
assets.
In June 2022 we announced the start of a new divestment process for the REPAR, RNEST and REFAP
refineries.
In November 2022, we ended REGAP´s divestment bidding process, and the sale was not concluded since
the terms of the presented proposal did not meet our economic and financial evaluation.
For more information on our agreement with CADE regarding our divestments in refining assets, see “Risks
– Risk Factors – Operational Risks” and “Portfolio Management” in this annual report.
For more information on the progress of our divestments, see “Portfolio Management” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
102
Our Business
2022
2021
2020
7,768
6,861
907
110
26
84
65
38
27
11
11
-
7,719
6,812
907
123
26
97
59
40
19
12
12
-
7,719
7,499
220
131
30
101
61
44
17
13
13
-
Main Assets
Transport and storage
Pipelines (km)
Own
Third parties(1)
Vessel fleet (owned and chartered)
Own
Chartered
Terminals
Own
Third parties(2)
Refining
Refineries
Brazil
Abroad
Nominal installed capacity (mbbl/d)
Brazil
Abroad
1,851
1,851
-
1,897
1,897
-
2,176
2,176
-
(1) Third party pipelines that have existing Transpetro transport contracts.
(2) Third party terminals that have existing contracts for the use of the storage service, including eight terminals operated by Transpetro.
PETROBRAS | Annual Report and Form 20-F | 2022
103
Our Business
RefTOP - World Class Refining program
In May 2021, we launched the RefTOP Program - World Class Refining – with the objective of being
among the best oil refining companies in the world. The RefTOP Program consists of a set of
initiatives that seek to improve reliability, productivity, operational and energy performance,
comprising five refineries (REDUC, RECAP, REPLAN, REVAP and RPBC).
In 2022, eight of our 11 refineries (including REMAN) have reached Solomon’s first quartile for North
American Operational Availability. We have been focusing on analytics solutions, consistently
promoting the integration of maintenance, inspection, engineering, and operation systems,
allowing for more accurate diagnoses, less time for decision-making and reduction of equipment
failures through the prediction of anomalous behavior. At REPLAN, we completed the connection
to the high voltage electrical grid, improving the reliability of its electrical system.
We improved our Digital Twins models, based on Process Simulation Software, to account for all
important process and energy variables, and economic aspects. The adherence of our refining
operations to these models increased from 82% in 2020 to 91% in 2022, leading to higher margins.
At the five refineries of the Program (RPBC, RECAP, REPLAN, REVAP and REDUC), we implemented
new projects and a series of OPEX opportunities to increase energy efficiency, which led to a
consistent reduction in GHG emissions intensity, energy intensity, flaring emissions, and natural gas
consumption. The GHG emissions intensity has fallen from 38.2 kgCO2e/CWT in 2021 to 36.6
kgCO2e/CWT in 2022, while energy intensity has decreased from 109.7 in 2021 to 105.4 in 2022. Our
natural gas consumption has been consistently decreasing in all our refineries: the RefTOP Program
contributed to reducing our consumption by 1 million m³/day or 6% in 2022 compared to the
previous year while maintaining production levels. Our targets for refining are 36kgCO2e/CWT and
89, respectively, for GHG emissions and energy intensity by 2025.
We expect to invest approximately US$0.8 billion, included in the US$9.2 billion of investments
contemplated for Refining, Gas & Power in the Strategic Plan.
Refining
We serve our oil products clients in Brazil through a coordinated combination of oil processing, importing
and exporting that according to our pricing policy seeks to optimize our margins, considering different
opportunity costs of domestic and imported oil, oil products in the different markets, as well as the costs
of related transport, storage and processing.
In 2022, we processed 1,662 mbbl/d of oil in our 11 refineries and REMAN (until its sale in November 2022).
The following graphs show the processed feedstock and the performance of our refineries.
PETROBRAS | Annual Report and Form 20-F | 2022
104
PROCESSED FEEDSTOCK (mbbl/d)
Our Business
There was a decrease in
processed feedstock due to
the sale of the RLAM refinery
in 2021.
Over the past 13 years, we have made substantial investments in our existing refineries to increase our
capacity to economically process heavier Brazilian crude oil, improve the quality of our oil products to meet
stricter regulatory standards, modernize our refineries, and reduce the environmental impact of our
refining operations.
One such investment is the implementation of a new diesel hydrotreatment unit at the Paulínia Refinery
(“REPLAN”), currently in the process of contracting and assembling equipment and installations.
With this project, REPLAN will be able to produce 100% ultra-low sulfur diesel (ULSD or S-10) and increase
the production of jet fuel, aiming to meet the specification and quantities demanded by the future market,
in an economical way, with operational safety and lower impacts to the environment.
The new diesel hydrotreatment unit will have a production capacity of 63 mbbl/d of S-10 and is scheduled
to start operation in 2025, in line with the Strategic Plan.
The following table sets out the performance of our refineries.
PETROBRAS | Annual Report and Form 20-F | 2022
105
PERFORMANCE OF REFINERIES
Crude
distillation
capacity
(mbbl/d)
Nelson
Complexity
Index
Average throughput(1)
(mbbl/d)
Operational availability
Total Utilization rate(4 )
(%)
(%)
Refinery
2022
2022
2022
2021
2020
2022
2021
2020
2022
2021
2020
Our Business
LUBNOR
RECAP
REDUC
REFAP
REGAP
REMAN
REPAR
REPLAN
REVAP
RLAM
RPBC
AIG (Former RPCC)
RNEST
Average crude oil
throughput
Average NGL
throughput
Average
throughput
Crude Distillation
capacity
8
57
239
201
157
46(2)
208
434
252
—
3.5
6.8
8
58
8
54
8
97.6
97.8
97.3
106.7
94.5 103.4
39
97.0
96.4
96.8
102.9
95.5
68.5
15.4
205
186
178
96.0
96.4
96.8
86.8
79.0
76.2
6.0
7.9
—
7.8
6.9
8.6
—
155
145
129
92.9
95.8
97.6
82.0
75.5
67.3
146
134
123
97.3
96.5
97.4
94.7
87.4
79.3
28(2)
30
27
98.0
98.0
97.9
67.3
66.2
59.3
157
181
179
97.0
97.7
97.8
77.9
87.8
86.4
376
355
306
97.5
96.8
96.8
87.3
82.5
71.1
227
227
216
96.9
96.8
97.1
91.6
92.1
87.0
—
179(5)
239
—
95.1
94.1
--
72.1
88.8
170
10.2
173
149
143
96.9
95.3
96.2
102.7
88.2
84.5
1.0
10.7
24
61
29
63
29
93
—
—
—
63.7
—
—
84.9
92.2
96.8
83.0
78.9 115.3
—
1,619
1,740
1,709
—
43
40
45
—
1,662
1,780
1,754
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
1,851(3)
—
—
—
—
—
38
88
—
—
—
Includes oil and NGL processing (fresh feedstock).
(1)
(2) Average until November 2022.
(3) As of December 31, 2022 (does not include RLAM/REMAN).
(4) Total utilization rate includes the entire load in the distillation units, consisting of oil, C5 + and reprocessing (of oil and other products).
(5) Average until November 2021
PETROBRAS | Annual Report and Form 20-F | 2022
106
MAIN PRODUCTS, MARKETS AND STORAGE CAPACITY OF OUR REFINERIES
Our Business
Storage capacity
(mbbl)
Crude
oil
Oil
products
0.3
0.4
0.6
1.7
5.9
11.0
3.1
5.7
2.0
5.4
0.8
3.3
1.7
5.8
5.6
11.4
4.8
10.5
2.6
7.1
Main products
Main markets in Brazil
Asphalt (48%); Fuel Oil (35%);
Lubricants (11%); Diesel (6%)
Lubricant Oil – sold to distributors and marketed
nationwide 0.3 0.6 Asphalts – states in Northern
and Northeastern Brazil and Minas Gerais
Diesel (42%); Gasoline (30%); LPG
(8%)
Part of the São Paulo metro region and
petrochemical plants
Diesel (25%); Gasoline (14%); Fuel
Oil (20%); LPG (8%); Jet Fuel (7%);
Naphtha (11%)
Diesel (49%); Gasoline (22%);
Naphtha (9%); LPG (7%)
REGAP
Diesel (45%); Gasoline (26%); Jet
Fuel (6%); LPG (8%)
Rio de Janeiro, São Paulo, Espírito Santo, Minas
Gerais, Bahia, Ceará, Paraná, Rio Grande do Sul
Rio Grande do Sul, part of Santa Catarina and
Paraná, in addition to other states by means of
coastal shipping
Currently supplies the state of Minas Gerais and,
occasionally, the state of Espírito Santo. It can
also expand its reach to the Rio de Janeiro
market
Gasoline (34%); Diesel (24%); Jet
Fuel (8%); Fuel Oil (23%)
Amazonas, Acre, Roraima, Rondônia, Amapá and
Pará
Diesel (44%); Gasoline (30%); LPG
(9%)
Paraná, Santa Catarina, Southern São Paulo and
Mato Grosso do Sul
Refinery
LUBNOR
RECAP
REDUC
REFAP
REMAN(1)
REPAR
REPLAN
Diesel (44%); Gasoline (25%); LPG
(7%); Jet Fuel (4%)
Countryside of the state of São Paulo, Mato
Grosso, Mato Grosso do Sul, Rondônia and Acre,
Southern Minas Gerais and the so-called
“Triângulo Mineiro”, Goiás, Brasília, and
Tocantins
Paraíba Valley, the northern coast of the state of
São Paulo, southern Minas Gerais, the São Paulo
metro region, Midwestern Brazil and Southern
Rio de Janeiro. It supplies 80% of the demand for
jet fuel in the São Paulo state market and 100%
of the Guarulhos International Airport
Most products are intended for São Paulo’s
capital. A portion is also shipped to Santos and
to the Northern, Northeastern, and Southern
Brazilian regions
Rio Grande do Norte and southern Ceará
0.12
0.12
North and Northeast of Brazil
—(2)
5.6
REVAP
Diesel (29%); Gasoline (19%);
Naphtha (12%); Jet Fuel (11%);
Fuel Oil (15%)
RPBC
Diesel (48%); Gasoline (28%); Fuel
Oil (10%); LPG (5%)
AIG
(Former
RPCC)
RNEST
Fuel Oil (81%); Diesel (8%); Jet
Fuel (11%)
Diesel (53%); Naphtha (9%); Coke
(6%); Fuel Oil (30%)
(1) REMAN was divested on November 30, 2022.
(2) Crude oil is supplied directly to RNEST’s tank farms of 4.2 mbbl, with no external crude oil storage.
With respect to oil products, we produced 1,743 mbbl/d of oil products in 2022, as shown in the following
graphic:
PETROBRAS | Annual Report and Form 20-F | 2022
107
OIL PRODUCTS PRODUCTION
(mbbl/d)
Our Business
In 2022 there was a decrease in the production of oil products due to the divestment of RLAM in November
2021, affecting mainly diesel, gasoline, and LPG. The utilization factor of the refining system increased
when compared to 2021.
Despite the 4.9% reduction in the total diesel production, in 2022, our refineries broke an internal
production record of S-10 Diesel low-sulfur diesel producing 22.4 million m³ of the product, a 5% higher
volume than in 2021, when production reached 21.2 million m³.
The S-10 Diesel records follow the evolution of heavy-duty and utility vehicle engines powered by diesel,
which are responsible for most of the goods circulated in Brazil. There are two types of road diesel in Brazil,
the S-500 and the S-10, with the former being used by vehicles manufactured prior to 2012.
In 2022, there was an increase in jet kerosene production following the market recovery after the impact on
sales caused by the Covid-19 pandemic.
Naphtha production increased in 2022, in contrast to the decrease in gasoline production.
Ongoing undertakings
Located in southeastern Brazil (Itaboraí, in the state of Rio de Janeiro), the GASLUB Cluster comprises the
GASLUB Itaboraí UPGNs and other underlying utilities. In 2021, several systems, mainly in utilities, have
been authorized to work and be tested for operation. In 2022, the Route 3 gas pipeline was successfully
completed, and the utility systems have progressed to an advanced stage of testing and pre-operation,
with 87% completion. We terminated the agreement with the contractor responsible for the construction of
the natural gas processing plant, which led to a delay in the works. Now the unit start-up is expected in 2024.
Studies concerning new project alternatives for the GASLUB Cluster are in progress. These include
integration with the refinery operating in REDUC to produce basic lubricants G-II and high-quality fuels and
the construction of a natural gas thermoelectric power plant. In these studies, conceptual projects were
started and are ongoing.
PETROBRAS | Annual Report and Form 20-F | 2022
108
Our Business
With respect to the expansion of production capacity of ultra-low sulfur diesel (ULSD or S-10), in addition
to the new hydrotreatment unit at the REPLAN, with an additional production capacity of 63 mbbl/d of
ULSD, we also have an ongoing investment at the REDUC. This investment in focused on modifications to
an existing diesel hydrotreating unit (U-2700) in order to improve the S-10 production in 28 mbbl/d,
meeting market specifications and environmental requirements. This project is currently in its execution
phase, expected to start in 2023. A very similar investment is planned for the REVAP, with modifications on
an existing diesel hydrotreating unit (U-272D) in order to improve the S-10 production in 41 mbbl/d. This
project is currently developing basic engineering and is expected to start in 2025.
Our Strategic Plan has included additional investments in RNEST, GASLUB (operational integration of
REDUC and GASLUB, which will increase S-10 production by 76 mbbl/d) and studies to evaluate a new
modification in hydrotreating unit at the REGAP and two new hydrotreating units (REPAR, REFAP). See
“Strategic Plan” in this annual report.
Logistics
Oil and oil products logistics connect the oil production systems to refineries and markets seeking to
maximize the value of oil refining operations and the commercialization of oil and oil products in Brazil and
abroad through an integrated system of logistics planning, sales, and operations and assets, as depicted
below.
We directly manage some assets of this system, while we contract others with our wholly owned subsidiary
Transpetro.
Transpetro is a logistics company that performs operations for storing and handling oil and its derivates,
ethanol, gas, and biofuels for the supply of Brazilian industries, thermoelectric plants and oil refineries,
including import and export activities.
PETROBRAS | Annual Report and Form 20-F | 2022
109
Our Business
The terminals and pipelines operation is an important link in our supply chain. The oil is transported from
the production fields to Transpetro terminals by pipeline or ship. From there, it is transported to refineries
or for export. After refining, the oil products are drained through pipelines to the terminals to be delivered
to fuel distribution companies, which supply the Brazilian and global markets. This operation covers a 7,768
km pipeline network and 46 terminals, of which 25 are marine and are 21 onshore. Transpetro operates
terminals owned by Petrobras or third parties, with a total nominal storage capacity of 10.75 million m3. In
2022, Transpetro handled 630.3 million m3 of oil, oil products and biofuels, totaling 5,984 operations with
tankers and oil barges.
THROUGHPUT OF TERMINALS AND PIPELINES (million m3)
In 2022, there was an increase in the
movement of products by the
modals operated by Transpetro
compared to 2021. This increase
reflects Brazil's 2.52 % growth in
total fuel demand in 2022, brought
about by the economic recovery,
resumption of commercial
the
flights, the increase in agribusiness,
and the federal (PIS/Cofins and
Cide) and state (ICMS) tax changes.
FUT
(utilization
Our refineries in Brazil had a high
level of production of derivatives,
with
factor)
reaching 97% in June 2022. These
refineries also had a higher level of
imports, which positively impacted
the volumes handled
in our
pipelines and terminals.
We are constantly looking for excellence in the integrity of our assets and operational efficiency.
In 2022, the main Pipeline Integrity Indicator (“ICID”) reached, for the second consecutive year, the target
established in the Transpetro Strategic Initiatives of 99.2%, with the ICID result of 99.6%. The Consolidated
Terminal Integrity Indicator (“ICIT”) had its average raised from 95.1% in 2021 to 98.9% in 2022. This
represents a significant increase in safety at our facilities and the prospect of extending the operating life
of our assets.
In addition, we have created a Ship Integrity Management Program that aims to bring to Transpetro's fleet
the levels of excellence already achieved in pipelines and terminals. In addition, seeking to improve
operational efficiency and safety, we conduct actions aimed at promoting increased productivity, such as
the use of wearable devices for inspection and maintenance activities, and the evaluation of technologies
to reduce human exposure in diving activities that improve safety in our operations, such as ongoing tests
for the use of mini ROVs (Remotely Operated Vehicles) in visual inspection activities of underwater
structures.
PETROBRAS | Annual Report and Form 20-F | 2022
110
Our Business
Fuel theft in onshore pipelines
2022 was marked by the integration between Petrobras and Transpetro in the fight against pipeline fuel
theft, also known as illegal tapping. This partnership resulted in actions that ensured our commitment to
life, the environment, and operational safety.
In 2022, we strengthened the relationship with Brazil’s public security forces, tightened ties with
neighboring communities in our pipeline bands by expanding awareness and social projects and invested in
technological tools improvement, aiming at greater effectiveness in avoiding illegal tapping.
These actions enabled, over the last year, a 43% reduction in the number of cases compared to the previous
year, a drop from 102 occurrences in 2021 to 58 occurrences in 2022. We also reduce the number of
occurrences in urban areas, minimizing risks to the population. Another achievement was the reduction of
around 50% of the stolen volume.
Finally, the accomplishments denoted by the results confirmed the reduction of risk associated with illegal
tapping.
TERMINALS
Location
Alagoas
Amazonas
Ceará
Espírito Santo
Distrito Federal
Goiás
Maranhão
Minas Gerais
Pará
Pernambuco
Paraná
Rio de Janeiro
Rio Grande do Norte
Rio Grande do Sul
Santa Catarina
São Paulo
Terminal
Maceió
Coari
Mucuripe
Barra do Riacho
Norte Capixaba
Vitória
Brasília
Senador Canedo
São Luís
Uberaba
Uberlândia
Belém
Suape
Paranaguá
Ilha d’ Água
Angra dos Reis
Campos Elíseos
Ilha Redonda
Japeri
Volta Redonda
Cabiúnas
Guamaré
Niterói
Rio Grande
Osório
Biguaçu
Itajaí
Guaramirim
São Francisco do Sul
Santos
São Sebastião
PETROBRAS | Annual Report and Form 20-F | 2022
Type
Nominal capacity (m³)
Marine
Marine
Marine
Marine
Marine
Marine
Onshore
Onshore
Marine
Onshore
Onshore
Marine
Marine
Marine
Marine
Marine
Onshore
Marine
Onshore
Onshore
Onshore
Marine
Marine
Marine
Marine
Onshore
Onshore
Onshore
Marine
Marine
Marine
58,266
86,147
N/A (1)
107,834
85,205
10,710
72,308
126,573
70,925
54,812
45,812
48,187
108,560
204,567
179,173
1,011,487
547,284
78,484
37,650
25,502
483,134
258,309
21,189
101,422
842,394
36,214
56,482
18,644
473,166
388,873
2,057,493
111
Barueri
Cubatão
Guararema
Guarulhos
Paulínia
Ribeirão Preto
São Caetano do Sul
38
Onshore
Onshore
Onshore
Onshore
Onshore
Onshore
Onshore
–
TOTAL
1)
The terminal only pumps product. There is no product tank on this site.
Marketing
Our Business
206,461
161,102
1,026,935
164,181
274,608
50,886
227,308
9,808,287
PETROBRAS | Annual Report and Form 20-F | 2022
112
SALES VOLUMES OF OIL PRODUCTS TO BRAZILIAN MARKET, PER PRODUCT AND TOTAL
IN THE YEAR (mbbl/d)
Our Business
Diesel
Diesel is a medium petroleum distillate used as fuel in vehicles with compression-ignites internal combustion
engines (diesel cycle engines). It is used mostly for cargo and passenger’s road transport (80%) and in the
agriculture sector (10%). All diesel sold to end users in Brazil must be blended with biodiesel. In March 2021,
the mandatory level of biodiesel in the fuel increased from 12% to 13%. However, due to the lack of raw
materials for the manufacture of renewable fuel and rising prices, the National Energy Policy Council (“CNPE”)
reduced that percentage to 10% from May to August, raised it to 12% in September and October, and reduced
it again to 10% by November and December 2021. The CNPE decided to maintain the 10% biodiesel content in
diesel for 2022 and has announced that the 10% content will be maintained until March 2023.
The decrease in diesel oil sales in 2022 was mainly associated with the divestment from the RLAM refinery
concluded on November 30, 2021.
In the fourth quarter of 2022 we reached a record for low-sulfur S-10 diesel sales with low-sulfur S-10 sales
representing 60.3% of the total diesel sales.
The record share of S-10 Diesel as it relates to total diesel sales reflects the commercial and operational
actions that we have implemented in order to meet the Brazilian domestic demand for the product with lower
sulfur content, replacing the S-500 Diesel.
PETROBRAS | Annual Report and Form 20-F | 2022
113
Our Business
Gasoline
Gasoline is a light petroleum distillate used in vehicles with spark-ignites internal combustion engines (Otto
cycle engines). Refineries in Brazil produce a distillate called “gasoline A,” which must be blended with 27% of
anhydrous ethanol (current mandate) at distributors sites and then sold to end users as “gasoline C” at gas
stations. Its main competitors are hydrated ethanol (sold directly by producers to distributors, who resell it on
gas stations) and CNG (sold by gas distributors directly to gas stations). In 2022, the “gasoline A” sold by us
represented around 41% of the total Brazilian Cycle-Otto market.
The main factor for the consistency in sales stability is the competitiveness of the gasoline prices against
hydrous ethanol prices, despite the divestment of the RLAM refinery.
LPG
The liquefied petroleum gas (LPG) is a light distillate composed by propane and butane. It is used as fuel for
heating appliances such as cooking equipment, rural heating and water boilers, among others. In Brazil, around
70% of LPG is sold by distributors bottled in cylinders of up to 13 kg and primarily used for residential cooking
and its demand is directly driven by population growth and real income growth. On the other hand,
consumption is inversely correlated with local temperatures and the efficiency rate of cooking equipment. The
remaining LPG demand 30% comes mainly from industrial and services sectors, whose demand is driven by
economic growth.
The drop in LPG sales in 2022 was mainly associated with the divestment of the RLAM refinery.
Jet Fuel
Jet-fuel is a medium petroleum distillate used as aviation fuel in aircrafts powered by gas-turbine engines.
It is used by all commercial aviation companies (passengers and cargo transportation), which represents 90%
of total Brazilian demand. Regarding commercial aviation, prior to the Covid-19 pandemic, domestic flights
comprised up to 60% of Brazilian jet-fuel demand, and the remaining 40% of jet-fuel demand came from
international flights. Jet-fuel demand is strongly correlated with GDP growth, as it directly affects the demand
for travel – business and leisure.
The main factor behind the rise of sales in 2022, despite the divestment of the RLAM refinery, was the recovery
of the aviation post-Covid-19, especially in the domestic segment.
PETROBRAS | Annual Report and Form 20-F | 2022
114
Our Business
Fuel Oil
Fuel oil is a residual fraction of the petroleum distillation. It is used in industrial (mostly non-ferrous metallurgy
companies) and electricity generation sectors (thermoeletric plants). The demand for fuel oil for industrial
consumption depends mostly on GDP growth and on the natural gas availability (its main competing product).
The fuel oil thermoeletric plants participate marginally in the country’s energy supply, entering into operation
only when the water level in reservoirs are very low. In 2022, industrial use of fuel oil represented around 99%
of demand, while the use in power generation represented only 1%.
In 2022, the main factor for the significant sales shrinkage were the divestment of the RLAM refinery and, most
of all, the fact that there were sales for thermoelectric generation only in January.
Naphtha
Naphtha is a light petroleum distillate that is mainly used as raw material for petrochemical sector. This
product is sold to three existing petrochemical plants in Brazil, which produce commodity chemicals such as
ethylene, propylene, butadiene and aromatics (benzene, toluene, xylenes).
The rise in naphtha sales in 2022 was mainly associated with the additional sales of naphta to Braskem.
Besides oil and oil products, we also trade natural gas, nitrogen fertilizers, renewables and other products.
BRAZILIAN SALES VOLUMES AND EXPORTS (mbbl/d)
Total oil products
Ethanol, nitrogen fertilizers, renewables and other products
Natural gas
Total Brazilian market
Exports(1)
TOTAL BRAZILIAN MARKET AND EXPORTS
(1) Mainly includes crude oil and oil products.
2022
1,753
205
305
2,263
714
2,977
2021
1,806
28
352
2,186
811
2,997
2020
1,663
8
292
1,963
957
2,920
PETROBRAS | Annual Report and Form 20-F | 2022
115
Our Business
Oil products prices
Crude oil is a commodity, the value of which depends on its quality, usually based on its API gravity.
Traditionally, lighter crude oils have greater added value than heavier ones, given that they can
generate higher value products. Recently, however, heavy crudes have shown a strong market value
due to the possibility of high margin production when these crudes are processed in refineries with
more complex hardware. In addition, oils with similar yields and physical properties have a greater
market value if they have lower sulfur content. Different refineries assign different values to the
same crude oil, depending on their conversion capacity and the value of the products they intend to
produce to supply their specific markets. Refineries can process a variety of crude oils, which brings
competition among different grades.
Crude oils are globally traded and their prices are usually referenced on international quotations,
such as WTI, Brent or Dubai. Depending on factors such as quality, offer, demand, size lot, trading
conditions and logistics costs to make a crude oil cargo available at a certain delivery point, a
premium or a discount can be negotiated between buyer and seller, and added to the reference
quotation.
Refined oil products are commodities and their prices in different regions of the global market are
driven by the local balance between supply and demand, crude oil prices and crack spread. Crack
spread refers to the overall pricing difference between a barrel of crude and the oil products refined
from it. It is an industry-specific type of gross processing margin. “Crack” is a term used in the oil
industry that represents the ability of a crude to produce different products such as gases like
propane and butane; light distillates like naphtha and gasoline; middle distillates like kerosene,
gasoils and diesel fuels; and heavy distillates like heavy fuel oil and asphalt. Typically, a crack is
defined in terms of one specific product versus one specific crude. For example, the diesel crack on
Brent indicates how much the price of the individual product is contributing to the refining
profitability.
The price of a barrel of crude oil and the various prices of the products refined from it are not always
in perfect synchronization. Depending on seasonality and global inventories, among other factors,
the supply and demand for any particular oil product may result in pricing changes that can impact
the profit margins on a barrel of crude oil for the refiner.
As oil products are traded globally and can be transported between markets, prices around the
world tend to fluctuate subject to local conditions.
Our current positioning on pricing in Brazil takes into account domestic market conditions and seeks
to align the price of oil products with international prices while avoiding the immediate transfer of
volatility of international quotations and the exchange rate caused by conjunctural issues.
Specifically, diesel oil, gasoline, LPG, jet fuel, fuel oil and other minor product prices are defined
taking into account the balance with international prices and the level of market share.
In 2022, we adjusted our fuel prices according to the international market as global oil prices
changed and settled at new levels. In July 2022, our Board of Directors approved the Guideline for
Price Formation in the Domestic Market (Guideline) in line with its objective of continuously
improving our governance. The Guideline reiterates the Executive Board's competence in executing
pricing policies, preserving and prioritizing our financial result and seeking to maximize its value
creation. Furthermore, the Guideline incorporates an additional layer of supervision of the
execution of the pricing policies by the Board of Directors and the Fiscal Council, based on the
Executive Board's quarterly report, formalizing an already existing practice.
PETROBRAS | Annual Report and Form 20-F | 2022
116
Our Business
Diesel and Gasoline
Diesel and gasoline prices in the Brazilian market are defined taking into account the balance with
the international prices and the level of market share.
According to our pricing policy, price readjustments of diesel and gasoline are carried out without
defined frequency, according to market conditions and external environment analysis, enabling us
to compete more efficiently and flexibly.
During 2022, we announced adjustments to selling prices at refineries, resulting in a price decrease
of 0.5% for gasoline and an increase of 34.4% for diesel, when comparing prices in place on
December 31, 2022 with those effective as of December 31, 2021.
LPG
LPG prices in the Brazilian market are defined taking into account the balance with the international
prices and the level of market share, in the residential and industrial/commercial LPG segments.
According to our pricing policy, price adjustments are made without defined periodicity, according
to market conditions and analysis of internal and external environments.
During 2022, we announced adjustments to selling prices at refineries, resulting in price decreases
of 16.2% for LPG, when comparing prices in place on December 31, 2022 with those effective as of
December 31, 2021.
Imports, Exports, and International Sales
Our import and export of crude and oil products are driven by economic factors involving our domestic
refining, the Brazilian demand levels and international prices. Most of the crude oil we produce in Brazil is
classified as medium API gravity. We import some light crude oil to balance the slate for our refineries, and
export mainly medium crude oil from our production in Brazil. In addition, we continue to import oil products
to fulfill our contracts in order to balance any shortfall between production from our Brazilian refineries and
the market demand for each product.
In 2022, net exports decreased by 123 mbbl/d, reaching 321 mbbl/d. This decrease resulted mainly from
lower oil and fuel oil exports.
PETROBRAS | Annual Report and Form 20-F | 2022
117
EXPORTS AND IMPORTS OF CRUDE OIL AND OIL PRODUCTS
(mbbl/d)
2022
2021
2020
Our Business
Exports
Crude oil
Fuel oil
Other oil products
Total exports
Imports
Crude oil
Diesel
Gasoline
Other oil products
Total imports
513
181
20
714
164
118
25
86
393
575
197
39
811
154
118
20
75
367
713
194
50
957
97
18
10
89
214
Our crude oil, oil products and LNG trading activities aim to meet our internal demands or potential
businesses opportunities identified by our commercial teams, seeking to optimize the buying and selling
operations in the Brazilian and global markets, as well as offshore operations.
The international trading teams are based in the major global commercial hubs of oil and oil products, such
as Houston, Singapore and Rotterdam and are comprised of crude oil and product traders, shipping and
support operators.
For more information on our oil and oil products clients, see “Exploration and Production – Customers and
Competitors” and “Refining, Transportation and Marketing – Customers and Competitors” in this annual
report.
Distribution
We sell our oil products to several distribution companies in Brazil.
In July 2021, we completed the sale of our entire remaining stake in Petrobras Distribuidora, started in 2019,
exiting the distribution sector in Brazil. Following the sale, Petrobras Distribuidora changed its name to
Vibra Energia S.A. (“Vibra”).
Even after completing the sale of our shareholding in Vibra, we remain the owner of the main brands used
by it, including those that identify service stations, fuel, loyalty program, aviation segments and
certification program, among others.
A 10-year trademark license agreement is in place and grants Vibra a non-exclusive, paid, temporary license
on certain trademarks we own, including but not limited to “Petrobras,” “Petrobras Podium,” “Petrobras
Premmia,” “De Olho no Combustível,” “BR Aviation” and “Petrobras Grid.” The trademark license agreement
was renegotiated in 2019 and amended in June 2021 to incorporate changes necessary for both companies.
The contract expires in June 2029 and is renewable for an additional 10-year period, subject to agreement
between the parties.
PETROBRAS | Annual Report and Form 20-F | 2022
118
Our Business
Under the terms of this agreement, the license is granted exclusively to the service station and aviation
segments, for which Vibra shall exclusively use the brands licensed by us. Meanwhile, during the term of the
trademark license agreement, we undertake to refrain from operating in the service stations sector across
the Brazilian territory. The definition of a “service station” under this agreement is any facility where oil and
gas products and services and/or services related to any other energy sources (renewable or otherwise)
intended to power automotive vehicles and watercrafts are offered to the Business-to-Consumer (or B2C)
public, including convenience stores.
We also participate in the retail sector in other South American countries, as follows:
Colombia: Our operations through Petrobras Colombia Combustibles S.A. (PECOCO) include 125
service stations and a lubricant plant with a production capacity of 54,000 m3/year. PECOCO is in
Petrobras divestment portfolio.
Chile: Following the sale of our distribution operations in Chile, which was concluded in January 2017,
we entered into a brand licensing agreement in that country, for the initial term of eight years. To
operate our acquired assets in Chile, Southern Cross created Esmax, a company that operates as our
licensee in the fuel distribution segment; and
Paraguay: Following the sale of our distribution operations in Paraguay, which was concluded in
March 2019, we entered into a brand licensing agreement in Paraguay. Our operations were sold to
Paraguay Energy, a subsidiary of Copetrol Group and the sale agreement also included the licensing
for the exclusive use of our brands by Nextar (the successor of Petrobras Paraguay Operaciones y
Logística SRL) in service stations in Paraguay, for the initial term of five years.
For more information of the divestment process, see “Portfolio Management” in this annual report.
Customers and Competitors
We interact with approximately 470 clients in Brazil, in regard to liquid oil products, seven of which account
for 63% of the total volume sold.
LIQUID OIL PRODUCTS CLIENTS (% vol)
PETROBRAS | Annual Report and Form 20-F | 2022
119
Our Business
The sale of oil products to distribution companies is done by contracts executed in accordance with ANP
regulations.
We offer a virtual commercial platform, called Canal Cliente to Brazilian market companies. The platform
works 24 hours a day, seven days a week. Through this online platform, clients can place orders for products,
schedule withdrawals and track the entire business process up to the payment phase.
According to information provided by the ANP, we have a dominant participation in the Brazilian market for
refining. We own and operate 11 refineries in Brazil.
In June 2019, we signed a commitment with CADE which consolidates the understanding between the
parties on the execution of the divestment of refining assets and SIX in Brazil. From the signing date in June
2019 through January 2023, we have divested from RLAM, REMAN, and SIX.
For more information on our agreement with CADE regarding our divestments in refining assets, see “Risks
– Risk Factors – Operational Risks” and “Portfolio Management” in this annual report.
With respect to the trading of oil products in the Brazilian market, we face competition from importers,
formulators, other domestic producers and petrochemical plants. In 2022, our participation in diesel and
gasoline markets decreased compared to the previous year, mainly due to the divestment of the RLAM
refinery.
PETROBRAS | Annual Report and Form 20-F | 2022
120
Our Business
Other Activities
Petrochemicals
We engage in the petrochemical sector through the following companies:
OUR SHAREHOLDING IN PETROCHEMICAL COMPANIES IN BRAZIL AND THEIR MAIN
PRODUCTS
Company/Main products
Location
Our shareholding
Other shareholding
Nominal
capacity
(mmt/y)
Braskem
Ethylene
Polyethylene
Polypropylene
METANOR S.A./COPENOR S.A.(2)
Formaldehyde
Hexamine
FCC Fábrica Carioca de Catalisadores S.A.
Catalysts
Additives
PETROCOQUE S.A.
Calcined petroleum coke
(2) Copernor S.A. is a subsidiary of Metanor S.A.
Brazil
Brazil
Mexico
Brazil
USA
Germany
Brazil
Brazil
5.00
3.06
1.05
1.85
2.02
0.63
0.09
0.01
0.04
0.01
36.15%
Novonor (38.32%);
Others (25.53%)
34.34%
Dexxos Participações
(45.47%);
Others (19.99%)
50.00%
Albemarle (50.00%)
Brazil
0.55
50.00%
Universal
Empreendimentos e
Participações Ltda
(50.00%)
With respect to divestments, in July 2022 we announced the sale of our entire stake in DETEN Química S.A.
(“DETEN”). This stake represented 27.88% of DETEN shares and was sold to Cepsa Química S.A, which
indirectly held 69.78% stake in DETEN. In December 2022, we announced the beginning of the binding phase
of the sale of all of our shares in Metanor. For more information see “Portfolio Management” in this annual
report.
In December 2021, we approved the model for the sale of up to 100% of our preferred shares in Braskem
S.A. (”Braskem”), by means of secondary public offering(s) of shares (follow-on), together with Novonor S.A.
- In Judicial Recovery and NSP Investimentos S.A. - In Judicial Recovery (both referred to as Novonor).
In January 2022, we decided with Novonor to start and subsequently to cancel the public offering for
secondary distribution of shares, due to the instability of the conditions in the capital markets, where levels
of demand and price were not appropriate for proceeding with the transaction.
PETROBRAS | Annual Report and Form 20-F | 2022
121
Our Business
Shale Industrialization
Until October 2022, we operated shale processing through our shale industrialization unit (“SIX”), an
operating unit with an installed capacity of 5,880 t/d, located in São Mateus do Sul, Brazil. We have
developed a technology that covers all stages of the manufacturing process. The products obtained from
shale processing are fuel oil, naphtha, fuel gas, liquefied gas and sulfur.
In line with our risk management policy associated with the management of contingencies and with the
strategy of creating value through the negotiation of disputed amounts, we and the ANP reached an
agreement at the end of 2021 to end all legal proceedings and administrative costs related to the collection
of royalties and administrative fines arising from oil shale mining carried out by us at SIX.
The agreement covers both the conclusion of administrative and judicial disputes and the signing of a
concession agreement, that aims to set the terms of our concession of shale exploration and mineral rights
related to SIX activities.
Under the terms of the agreement, we undertook to pay US$116 million related to the collection of royalties
and the ANP ended all administrative and judicial disputes and authorized the execution of a concession
agreement to regulate shale research and mining. The ANP agreed to adopt a royalty rate of 5% from the
date of the concession agreement (for 27 years, renewable for another 27-year term) and to no longer claim
from us any royalties collected by us relating to the SIX, as well as any fines and/or amortizations and/or
additions prior to signing the agreement.
The agreement to conclude the disputes was signed in July 2022, along with the concession agreement. In
September 2022, the concession agreement was assigned to Paraná Xisto, our subsidiary formed to enable
the sale of this asset. In November 2022, the sale of the asset was concluded.
In November 2021, we signed an agreement with Forbes & Manhattan Resources Inc. for the sale of SIX.
For more information on our agreement with CADE regarding our divestments in refining assets, see “Risks
– Risk Factors – Operational Risks” and “Portfolio Management” in this annual report.
For more information on the progress of our divestments, see “Portfolio Management” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
122
Our Business
Biofuels
BioRefino
In 2020, we launched the BioRefino 2030 Program which aimed to transform our refining processes
into a more sustainable industry, in line with a low-carbon based economy. In 2022, our projects for
the generation of new, modern and sustainable fuels, such as renewable diesel and biojet were
expanded and gained an even higher priority starting a new phase of the BioRefino Program
(formerly named BioRefino 2030). An example of such expansion is the additional presence of co-
processing in REDUC and an expansion at REPAR.
Diesel with a renewable content (Diesel-R) is an advanced biofuel, produced from coprocessing
conventional diesel with vegetable oils using our proprietary HBIO™ technology. The renewable part
of resulting fuel (Hydrotreated Vegetable Oil or “HVO”) presents the same structure as
conventional diesel fuel and reduces the emission of greenhouse gases compared to mineral diesel
oil. Coprocessed diesel with a renewable content, as well as pure HVO, are free from contaminants
and does not cause any damage to engines, effectively increasing vehicle life and reducing
transportation costs. Commercial sales of our production are focused on clients with ESG goals.
CNPE (National Energy Policy Council) is evaluating the inclusion of advanced biofuels on national
biodiesel mandate.
BioQAv (also known as Sustainable Aviation fuel or BioJet fuel) will be used worldwide to reduce the
emissions of greenhouse gases in the aviation sector. This was determined by the International Civil
Aviation Organization and will be mandatory in Brazil in 2027. The production process for BioQAv,
through hydrogenation uses the same raw materials required for the production of HVO, which is
also formed as a coproduct of the same process.
We also operate in the production of biodiesel through our wholly owned subsidiary PBIO, which manages
our activities for the production, logistics and marketing of these products.
There is a mandatory blend of biodiesel in all diesel sold in Brazil. In 2021, CNPE fixed a 13% blend on and
after March 2021, with gradual scheduled increases of 1% per year, until it reaches a mandated 15% in 2023.
However, in November 2021 the CNPE published Resolution No. 25/2021, which changed the previous
percentage of blend by establishing a mandatory blend of 10% for 2022. Later, in November 2022, the CNPE
published Resolution No 12/2022 maintaining the blend of 10% until March 2023. According to the original
plan announced by the CNPE, the blend is expected to increase to 15% after March 2023, subject to change
by the CNPE.
PBIO has three biodiesel plants for its own operations. However, the Quixadá biodiesel plant has been
inoperative since November 2016. Our biodiesel production capacity in the other two plants in operation is
8.63 mbbl/d. In 2022, we supplied 3.3% of Brazil’s biodiesel demand, according to the ANP.
PETROBRAS | Annual Report and Form 20-F | 2022
123
Our Business
Main Assets
Biofuels
Biodiesel production units - PBIO
Biodiesel production capacity (mbbl/d) - PBIO
Biodiesel production units – BSBios
Biodiesel production capacity (mbbl/d) - BSBios
2022
2021
2020
3(1)
10.5(1)
N/A(2)
N/A(2)
3(1)
10.5(1)
N/A(2)
N/A(2)
3(1)
10.5(1)
2
14.3(3)
(1) Includes the capacity of Quixadá biodiesel plant, which has been inoperative since November 2016.
(2) In February 2021, the sale of PBIO’s entire stake in BSBios to RPBio was concluded.
(3) Includes total production capacity in two plants in which we have 50% interest.
With respect to divestments, we are in the process of divesting our stake in PBIO. In September 2020, we
announced the beginning of the binding phase of the sale of all of our shares in this wholly owned
subsidiary. The sale process is still in the binding phase.
For more information on our divestments, see “Portfolio Management” in this annual report.
According to our Strategic Plan, we pursue sustainable results, and one of the means to achieve them is the
production of biofuels. Historically, we have produced ethanol and biodiesel. Currently, special efforts are
concentrated on producing renewable diesel and Bio jet fuel.
BIOFUELS PRODUCTION (1) (thousand m3)
(1)
Includes 100% of the volume of our equity method investees (net production of PBIO in biodiesel, considering PBIO share in the investee, was
64.5% in 2020, 75.4% in 2021, and 100% in 2022).
(2) Biodiesel production figure for 2021 is updated as of February 9, 2020, the date on which we sold our share in BSBios.
(3)
Ethanol production figures from 2020 are as of July 10, 2020, the date in which we sold our share in Bambuí, our investee in this segment.
PETROBRAS | Annual Report and Form 20-F | 2022
124
Our Business
Gas and Power
Overview
We process gas produced in our oil fields in our natural gas processing units (“UPGNs”) that have the
capacity to treat 103.6 million m3/d of natural gas in Brazil. We market this natural gas, along with gas
imported from Bolivia and LNG acquired in the global market, to several consumers and to the
thermoelectric plants.
We also operate in the generation and sale of electric energy through thermal power plants fired by natural
gas and diesel oil.
Main Assets
Natural gas
2022
2021
2020
Gas pipelines in Brazil (km)
2,643
2,643(2)
4,686(1)
Processing Units (3)
Brazil (3)
Bolivia
15
12
3
Processing capacity (million m3/day)
143 (4)
Brazil
Bolivia
Regasification terminals
Regasification capacity (million m3/day)
Power
Number of thermal power plants
Installed capacity (thousand MW)
99
44
3(5)
47
14
5.3
17
14
3
149
105
44
3
47
14(4)(6)
5.4
17
14
3
149
105
44
3
47
20
6.1
(1)
(2)
(3)
(4)
In July 2020, we entered into a share purchase and sale agreement for our remaining 10% interest in TAG, which has 4,504 km of pipelines.
In April 2021, we concluded the sale of our remaining 10% interest in Nova Transportadora do Sudeste S.A. (NTS), which has 2,043 km of
pipelines.
Starting in 2022 we opted to present the number of Processing Units as the number of clusters, instead of industrial units, as previously
reported. This has led to changes in number of units in 2021 and 2020.
In November 2021, we concluded the sale of our participation in Breitener Energética S.A, which has two thermoelectric plants: Jaraqui and
Tambaqui. In December 2021, we concluded the sale of.three thermal power plants: Bahia 1, Muricy and Arembepe.
(5) The terminal (TR-BA) is leased to Excelerate Energy Comercializadora de Gás Natural Ltda until 12/31/2023.
(6)
In 2021, the count included Alto do Rodrigues which is a solar generation unit.
PETROBRAS | Annual Report and Form 20-F | 2022
125
Our Business
PETROBRAS | Annual Report and Form 20-F | 2022
126
Our Business
Natural Gas
Our Gas and Power segment comprises gas processing, transportation, LNG regasification (Ceará, Bahia and
Rio de Janeiro states), gas-fired, oil-fuelled and flex fuel power generation.
The Gas and Power segment strategy is to:
Act competitively in the trading of its own gas and withdraw completely from gas distribution and
transport.
Optimize the thermoelectric portfolio focusing on self-consumption and trading of its own gas.
Processing of Natural Gas
Natural gas from our exploration and production activities needs to be processed in processing units, to be
transformed into marketable products. These products serve as fuel and raw material for different uses,
such as vehicular, industrial and residential uses, as well as uses in the fertilizer industry and thermoelectric
power generation.
Our UPGNs are located in the states of Amazonas, Ceará, Rio Grande do Norte, Bahia, Espírito Santo, Rio de
Janeiro and São Paulo in Brazil as well as in Bolivia, where we have the capacity to process natural gas in its
gaseous and condensed forms.
In December 2022, we concluded the sale of our stake in the Carmópolis Cluster, which includes, among its
assets, the Atalaia UPGN. In February 2022 we concluded the sale of our stake in Alagoas Cluster, which
includes, among its assets, the Pilar UPGN.
PROCESSING CAPACITY AND PRODUCTION OF OUR UPGNS IN BRAZIL
2022
Processing
capacity
Unprocessed
natural gas
Location
2022
Processed
natural
gas
Unprocessed
natural gas
LPG
2021
Processed
natural
gas
Unprocessed
natural gas
LPG
2020
Processed
natural
gas
LPG
(million
m³/d)
(million
m³/d)
(million
m³/d)
(thousand
t/d)
(million
m³/d)
(million
m³/d)
(thousand
t/d)
(million
m³/d)
(million
m³/d)
(thousand
t/d)
UTGCAB
Rio de
Janeiro
UTGCA
São Paulo
UTGC
UTGSUL
UPGN
REDUC
UPGN
RPBC
UPGN
LUBNOR
UPGN
URUCU
UPGN
GUAMARÉ
UPGN
PILAR (1)
UPGN
ATALAIA
(2)
Espírito
Santo
Espírito
Santo
Rio de
Janeiro
São Paulo
Ceará
Amazonas
Rio
Grande do
Norte
Alagoas
Sergipe
24.6
21.06
14.11
0.82
21.65
15.55
0.86
22.58
17.54
0.98
20.0
13.27
12.62
0.97
11.17
10.64
0.72
12.43
11.84
0.62
18.1
2.04
1.83
0.24
3.29
2.97
0.44
3.98
3.50
0.59
2.5
2.2
2.2
0.35
0.11
0.09
-
0.31
0.26
–
0.48
0.46
–
1.12
0.49
0.04
1.19
0.90
0.02
1.05
0.93
0.05
0
0
0
0
0
0
–
–
–
–
–
–
0.08
–
–
–
–
–
12.20
11.79
11.08
0.95
11.85
11.09
1.00
11.61
10.81
1.08
5.70
0.77
0.70
0.12
0.53
0.47
0.09
0.69
0.63
0.1
1.80
0.10
0.10
0.005
1.03
0.98
0.05
1.24
1.20
0.07
3.00
0.00
0.00
0.00
0.00
0.00
0.00
0.21
0.20
0.02
PETROBRAS | Annual Report and Form 20-F | 2022
127
2.00
1.35
1.12
0.00
1.16
0.95
0.00
1.22
1.06
Our Business
2.90
–
6.00
2.47
–
–
–
–
–
3.12
–
–
–
–
–
–
–
–
2.32
2.20
–
103.55
54.08
42.14
3.15
55.30
43.81
3.18
57.89
50.37
3.51
UPGN
CATU
UPGN
CANDEIAS
EVF
MANATI
TOTAL
Bahia
Bahia
Bahia
(1) We concluded the sale of UPGN Pilar in February 2022.
(2) The UPGN Atalaia was mothballed in May 2022. We concluded the sale of this unit in December 2022.
PETROBRAS | Annual Report and Form 20-F | 2022
128
Our Business
Logistics
We use a pipeline system to transport natural gas from processing plants, regasification terminals and the
border with Bolivia, to the local distributors, free consumers, as well as for the internal consumption of our
units. Brazil has an integrated pipeline system centered around two main interlinked pipeline networks, a
gas pipeline connection with Bolivia and an isolated pipeline in the northern region of Brazil (all together
spanning over 9,190 km).
OUR SHARE IN GAS TRANSPORTATION COMPANIES IN BRAZIL
Company
Gas pipeline
extension (km)
Our
shareholding
Other shareholders
Transportadora Brasileira Gasoduto Bolívia Brasil
S.A (“TBG”)
2,593
51%
Transportadora Sulbrasileira de Gás S.A. (“TSB”)
50
25%
BBPP Holdings Ltda. (29%)
YPFB Transporte do Brasil
Holding Ltda. (19.88%)
Corumbá Holding S.À.R.L.
(0.12%)
Ipiranga Produtos de
Petróleo S.A. (25%), Repsol
Exploração Brasil (25%) and
Total Gas and Power Brazil
(25%)
TOTAL
2,643
—
—
TBG and TSB are still in the binding phase of divestment, as announced in 2021.
For more information on our divestments, see “Portfolio Management” in this annual report.
In addition, outside Brazil we hold an 11% stake in Gás Transboliviano S.A. (“GTB”), which is responsible for
the Bolivian side of the Bolivia-Brazil gas pipeline, measuring 557 km.
PETROBRAS | Annual Report and Form 20-F | 2022
129
Our Business
Gas from Pre-Salt
In order to derive natural gas from our production of the Santos Basin pre-salt pole, in addition to
using part of the existing infrastructure, we invested in the construction of subsea pipelines (routes)
integrated with the processing units, which seek to optimize the use of natural gas.
We have invested in the following flow routes:
ROUTE 1 AND GASMEX: The 359 km pipeline consists of two stretches: Route 1, which is the stretch
connecting the Tupi Platform to the Mexilhão Platform, with capacity to flow up to 10 million m3/d,
and GASMEX, which is the stretch connecting the Mexilhão platform to the Monteiro Lobato Gas
Treatment Unit (“UTGCA”), in the city of Caraguatatuba in the state of São Paulo, with capacity to
flow up to 20 million m3/d of gas produced in the Santos Basin pre-salt. We own 65% of Route 1,
Shell owns 25% and Petrogal owns the remaining 10%.
PETROBRAS | Annual Report and Form 20-F | 2022
130
Our Business
ROUTE 2: The 423 km pipeline links the Santos Basin pre-salt to the Cabiúnas Gas Treatment Unit
(“UTGCAB”) processing asset, in the city of Macaé in the state of Rio de Janeiro. It had an initial
authorized capacity to flow up to 13 million m3/d, which then increased to 16 million m3/d. In July
2019, ANP authorized the pipeline to operate with 20 million m3/d. We own 65% of Route 2 Tupi-
Cernambi, Shell owns 25% and Petrogal owns the remaining 10%. We own 55% of Route 2 Cernambi-
TECAB, Shell owns 25%, Petrogal owns 10%, and Repsol owns the remaining 10%.
ROUTE 3: This 355 km gas pipeline connects the Santos Basin pre-salt to the Itaboraí Gas Treatment
Unit (“UTGITB”) processing asset, in the city of Itaboraí in the state of Rio de Janeiro, with a capacity
of up to 18 million m3/d. 307 km of the pipeline is offshore, and the other 48 km is onshore. The
natural gas processing plant will have two units with a total processing capacity of 21 million m3/d
of natural gas, increasing the supply of natural gas, LPG, and Natural Gasoline (C5+) to the market.
The construction of the Route 3 gas pipeline was successfully completed. However, it is not yet in
operation, as it is awaiting the conclusion of the processing plant to allow the flow of gas foreseen
by that route, which is scheduled to begin operations in 2024. We own 100% of Route 3.
Recently installed and upcoming units in the Santos Basin pre-salt will be progressively connected
to Route 2 (P-68) and to Route 3 (P-67, P-70, P-71, FPSO Carioca, FPSO Almirante Barroso, P-78 and
P-79). All projects will be able to flow through any of the three flow routes when the system is fully
implemented.
Marketing and Sales
The total volume of natural gas we delivered in 2022 was 58.0 million m³/d. The volume of our natural gas
consumption by industrial, gas-fired electric power generation, commercial and retail customers in 2022
was 57.2 million m3/d, representing a decrease of approximately 32.3% compared to 2021. This decrease is
mainly attributable to lower thermoelectric dispatch and the opening of the natural gas market, which
reduced our non-thermoelectric demand.
In 2022, the consumption of natural gas by our refineries was 11.1 million m³/d, representing a decrease
compared to 2021.
Below we present our sources and consumption in 2022:
PETROBRAS | Annual Report and Form 20-F | 2022
131
Our Business
Opening the gas market and GAS+ Program
In July 2019, we signed an agreement with CADE, which consolidates the understandings between the
parties on the promotion of competition in the natural gas industry in Brazil. This agreement includes the
sale of shareholdings in gas transportation and distribution companies and, among other matters,
increases the flexibility for third parties to have access to our processing plants and release capacity in
certain gas transportation contracts to which we are part. The purpose of the agreement is to preserve and
protect the competitive conditions, aiming to open the Brazilian natural gas market, encouraging new
agents to enter this market, as well as suspending administrative procedures established by CADE court to
investigate our natural gas business.
As part of the actions concluded in 2022 for the opening of the gas market, we highlight:
PETROBRAS | Annual Report and Form 20-F | 2022
132
Our Business
closing of the sale of our remaining 49% stake in Gaspetro;
signing of Petrobras' flexibility reduction agreement with NTS, which allows for the access of other
agents to their transportation system;
Integrated Processing System (“SIP”) entered into commercial operation;
signing of the Integrated Processing System (“SIP”) and Integrated Outflow System (“SIE”)
agreements with CNOOC.
In 2023 we also had the processing agreements with Shell Energy Brasil Gás and Petrogal Brasil
Comercializadora entering into commercial operation.
For more information on our agreement with CADE, see “Risks – Risk Factors – Operational Risks” and
“Portfolio Management” in this annual report.
In 2020 we started the GAS+ Program, which aims to increase our competitiveness in the natural gas
segment within Brazil’s current market opening conditions.
GAS+ has two broad fronts: the Commercial Front and High-Performance Asset Front.
The Commercial Front aims to prepare us to act competitively in the New Gas Market, a program created by
the Brazilian federal government to monitor the implementation of actions required for the entry of new
agents into the natural gas market. This front focus offers the best customer relationship experience and
developing and delivering products with commercial conditions adherent to the open market to achieve the
established market share and profitability goals. It includes initiatives such as the launch of new commercial
products, new forms of customer relationships, and digital tools (such as digital contracts and sales through
automated platforms), as well as actions in the field of regulation and new business models (such as
negotiated access to outbound infrastructure and gas processing in our gas treatment units).
The High-Performance Asset Front aims to tailor, expand and deploy gas and power assets seeking state of
the art in reliability and efficiency, offering high-quality products in harmony with the environment and
society, and ensuring long-term business sustainability, including the adoption of digital tools capable of
optimizing asset operations.
Throughout 2022, several GAS+ initiatives were implemented. The development of these initiatives is
monitored periodically, at different levels of management, following the established project management
structure. The main achievements for 2022 are highlighted below.
Associated with the Commercial Front:
Development of customized processes and products;
Expansion of the customer portfolio in the natural gas open market environment, including the
conclusion of contracts with the Mataripe Refineries (2024-2028) and Manaus (2022-2030);
Negotiations for the purchase and sale of natural gas with partners;
Development of processes and tools suitable for the new market (Marketing Planning /
Transportation Contracting) in order to optimize transport contracts in public calls;
Alignment of scheduling procedures between the gas and power sectors;
Alignment of regulatory procedures for review of the CVU (Variable Cost per Unit, in Portuguese) of
merchant UTEs;
Positioning in the LNG market and portfolio management;
Prospecting for new opportunities in power auctions; and
Progress in implementing the new Customer Relationship Management platform (Evoluir Project).
PETROBRAS | Annual Report and Form 20-F | 2022
133
Our Business
Associated with the High-Performance Assets Front:
Completion of the upgrade in the gas turbine of the Termorio plant;
Progress in the predictive monitoring project of large machines, including the implementation of the
pilot project of Advanced Diagnosis and Performance;
Progress in the modernization project in the start-up system of thermal power plants;
Progress in adaptation projects to ensure the availability of the thermoelectric portfolio, including
supplementary burning system, filter houses, and control systems;
Implementation of digital tools for operational support, such as trip detectors and personal digital
assistants – PDAs, our Conf Online system, in four additional assets;
Progress in the construction project of UTG Itaboraí, including analysis of documentation and tests
in utility systems;
Advancement in the project of UTE GASLUB, including the completion of conceptual projects of the
Air Cooler Condenser and Wet Cooling Tower, as well as basic project contracts and environmental
studies; and
Advancement in the BM-C-33 offshore project, with the completion of the basic onshore scope
project and the approval of the agreement with Equinor.
Natural gas sales contracts and long-term gas purchase and transportation commitments
We sell our gas primarily to local gas distribution companies, free consumers and gas-powered plants,
generally based on standard take-or-pay, medium-term supply contracts. Free consumers are consumers
that, if eligible, can freely negotiate their natural gas purchases from multiple suppliers instead of buying
directly from a single distribution company. The price formulas under these contracts are mostly aligned
with Brent oil prices, LNG price markers (Henry Hub and Japan Korea Marker) and the U.S. dollar. They were
negotiated under the new gas law.
Throughout 2022, we entered into new commitments to supply natural gas, totaling a commitment for 2023
around 31.9 million m³/day with local distribution companies (including about 7.5 million m³/day still under
legal injunctions – CEG, CEG-RIO and SERGÁS) and 2.2 million m³/day with free consumers.
When we began construction of the Bolivia-Brazil pipeline (“GASBOL”) in 1996, we entered into a long-term
Gas Supply Agreement (“GSA”), with the Bolivian state-owned company Yacimientos Petroliferos Fiscales
Bolivianos (“YPFB”), to purchase certain minimum volumes of natural gas, which were based on an average
delivery or pay of 30 mmm3/day, at prices linked to the global fuel oil price. The supply of gas under the GSA
began on July 1, 1999 and, to date, due to withdraws already made, changes in the delivery or pay, and take
or pay commitments described below, we anticipate possible termination of the agreement by 2028.
In compliance with our commitment entered into with CADE in July 2019, in which we agreed to contribute
to the opening of the Brazilian gas market, stimulating competition by encouraging the entry of new agents,
in March 2020, we and YPFB signed Amendment No. 8 to the GSA, reducing the contracted volumes from 30
million m³/day to 20 million m³/day.
In April 2022, considering that Bolivian production would not be sufficient to supply both the Argentine and
Brazilian markets in winter, YPFB disclosed a commitment to sell additional volumes of natural gas to
Argentina at a higher price. In addition, YPFB announced that as of May 2022 it would unilaterally reduce
natural gas deliveries by four million m³/day.
PETROBRAS | Annual Report and Form 20-F | 2022
134
Our Business
We initiated negotiations with YPFB seeking a commercial solution as well as the application of contractual
remedies for delivery failures. As a result of the negotiations, we entered into Amendment No. 11 to the
GSA with YPFB in August 2022, adjusting the committed contracted volumes from a fixed amount to a
seasonal commitment for both delivery and take-or-pay conditions, as well as including a second delivery
point for natural gas supply to the Cuiabá Thermoelectric Plant in the state of Mato Grosso. Considering the
contractual balance as of December 31, 2022, these adjustments also implied the potential extension of the
contract until mid-2028, if take-or-pay conditions are met, or early 2026, if delivery or pay withdraw
volumes are taken into account. For more information on our agreement with CADE, see “Legal and Tax –
Regulation – Business Regulation” and “Portfolio Management” in this annual report.
Regarding transport contracts, we have signed agreements with (i) GTB, which operates the transmission
network in Bolivia, connecting Bolivian gas production to the Brazilian border, and (ii) TBG, TAG, and NTS,
which operate the Brazilian transmission network. The contracts have different durations, some of which
are long-term. Since 2019, the market opening process has started with public auctions for contracting
capacity in TBG's transport network. This process continued with the Flexibility Reduction Agreements
signed with TAG in 2021 and NTS in 2022, allowing access to other Brazilian transport system shippers.
The table below shows the potential effect of the contractual commitments under the above agreements
for the five-year period from 2023 through 2027.
PETROBRAS | Annual Report and Form 20-F | 2022
135
FUTURE COMMITMENTS UNDER NATURAL GAS SALES CONTRACTS
2023
2024
2025
2026
2027
Our Business
To non thermoelectric clients
Related parties (mmm3/d) (1) (2) (3)
Third parties (mmm3/d) (2) (3)
To gas-fired power plants
Related parties (mmm3/d) (1) (2) (3)
Third parties (mmm3/d) (2) (3)
Total (mmm3/d) (1) (2) (3)
0.00
26.4
0.00
7.6
7.14
3.05
36.63
4.21
1.93
13.77
11.18
0.00
7.0
2.69
1.51
0.00
0.0
2.76
0.71
3.46
0.00
0.0
3.63
0.00
3.63
Estimated amounts to be invoiced (US$ million)(3)(4)
7,382.00
2,633.62
2,150.95
968.59
495.09
Purchase Commitments
Purchase commitments to YPFB
Volume obligation (mmm3/d)(5)
Volume obligation (mmcf/d)(5)
Brent Crude Oil projection (US$)(6)
Estimated payments (US$ million)(7)
Transportation Commitments
Ship-or-pay contract with GTB
Volume commitment (mmm3/d)
Volume commitment (mmcf/d)
Estimated payments (US$ million)(8)
Ship-or-pay contract with TBG (10)(11)
Volume commitment (mmm3/d)(9)
Volume commitment (mmcf/d)
Estimated payments (US$ million)(8)
Ship-or-pay contract with NTS
Volume commitment (mmm3/d)
11.05
12.95
5.60
390.38
457.33
197.76
85.00
80.00
75.00
2.51
88.80
70.00
1.80
63.65
65.00
1,494.85
1,130.99
804.63
482.27
252.42
6.00
6.00
6.00
6.00
6.00
211.89
211.89
211.89
211.89
211.89
0.40
0.40
0.40
0.40
0.40
14.71
519.59
26.38
12.90
455.63
15.95
12.72
449.24
14.95
11.27
398.07
6.64
11.20
395.52
6.31
158.21
158.21
158.21
114.40
114.40
Volume commitment (mmcf/d)
5,586.96
5,586.96
5,586.96
4,040.00
4,040.00
Estimated payments (US$ million)(8) (12)
1,404.32
1,409.94
1,409.94
1,025.64
1,044.35
Ship-or-pay contract with TAG
Volume commitment (mmm3/d)
73.58
73.58
73.58
52.00
52.00
Volume commitment (mmcf/d)
2,598.4
2,598.4
2,598.4
1,836.19
1,836.19
Estimated payments (US$ million)(8)(13)
1,612.25
1,618.70
1,618.70
1,239.29
1,261.90
(1) For purposes of this table. “related parties” include all local gas distribution companies and power generation plants in which we have an equity interest
and “third parties” refer to those in which we do not have equity interest.
(2) Estimated volumes are based on our Strategic Plan.
(3) Estimates are based on outside sales and do not include internal consumption or transfers.
(4) Prices may be adjusted in the future, according to formula defined in contract, and actual amounts may vary.
(5) Withdraw estimate based on the daily average of present take-or-pay volume commitment. Regardless of the withdraw, 23.95% of contracted volume
is expected to be supplied by Petrobras Bolivia
(6) Brent Crude Oil price forecast based on our Strategic Plan.
(7) Estimated payments are calculated using gas prices expected for each year based on our Brent Crude Oil price forecast. Gas prices may be adjusted in
the future based on contract clauses and amounts of natural gas purchased by us may vary annually.
(8) Amounts calculated based on current prices defined in natural gas transport contracts.
(9) The volumes may increase as a result of public calls for contracting capacity.
(10) The ship-or-pay contract shown with TBG is eliminated in our audited consolidated financial statements, since such contract is considered
intercompany transactions.
(11) The sum of legacy contracts (TCO and CPAC) was considered with the new entry and exit contracts, object of public calls.
(12) The estimated payments from Petrobras to NTS will be monthly reduced in order to reflect the payments made by other companies to NTS in the gas
transportation contracts signed as result of the agreement of reduction of flexibility signed between Petrobras and NTS in September 2022.
(13) The estimated payments from Petrobras to TAG will be reduced monthly in order to reflect the payments made by other companies to TAG in the gas
transportation contracts signed as result of the agreement of reduction of flexibility signed between Petrobras and TAG in December 2021.
PETROBRAS | Annual Report and Form 20-F | 2022
136
Our Business
Distribution
Distributors provide gas through their distribution networks to commercial consumers, residences,
industries, vehicles and thermoelectric plants.
We held a 51% interest in Gaspetro, a holding company that consolidated our equity interests in 18 of the
27 state natural gas distributors. Mitsui holds the remaining 49% interest. Following our commitment with
CADE, in July 2021, we signed the sale of our interest in Gaspetro to Compass Gás e Energia S.A. The
conclusion of the sale occurred in July 2022. This sale marked our exit of the gas distribution sector in Brazil.
For more information on our divestment process. see “Portfolio Management” in this annual report.
In 2022, of the total of 34.10 million m³/d of gas sold to distributors, 15% was distributed through
distributors, which participation was partially held by Gaspetro until July 2022, when we concluded the sale
of the company.
Power
Brazilian electricity needs are mainly met by hydroelectric power plants and other sources of energy (wind,
solar, coal, nuclear, fuel oil, diesel oil, natural gas used in thermoelectrics, and others). The Free Marketing
Environment (“ACL”) and the Regulated Marketing Environment (“ACR”) are involved in the regulation of
the electric energy market in Brazil.
Hydroelectric power plants are dependent on the annual level of rainfall. When rainfall is abundant, Brazilian
hydroelectric power plants generate more electricity. As a result, under these circumstances, there is less
demand for power generation by thermoelectric power plants.
We generate and sell electric power from a generator complex consisting of 14 thermoelectric power plants
that we own or lease, operating under the authorization regime as an independent power producer. They
are powered by natural gas or diesel, with a total installed capacity of 5,313 MW. These plants are designed
to supplement power from the hydroelectric power plants.
In 2022, the total electricity generated in Brazil, according to the ONS, was 74.76 GWavg. Our thermoelectric
power plants contributed 859 MWavg (3,419 MWavg in 2021 and 1,756 MWavg in 2020). This decrease in
total generated electricity was due to better rainfall conditions compared to the previous year, resulting in
increased storage level of reservoirs.
In addition, we hold participation in other projects of power generation. This adds up to 215 MW to our
electricity generation capacity.
SALES AND GENERATION OF ELECTRICITY (1)
Electricity sales (ACL) – average MW(2)
Electricity sales (ACR) – average MW
Electricity generation – average MW
2022
1,099
2,053
859
2021
1,150
2,439
3,419
2020
837
2,404
1,756
(1) The generation value in the table above includes only the plants where we manage the operation.
(2) Includes electricity sales from the Gas and Power segment to other operating segments. service and other revenues from electricity companies.
PETROBRAS | Annual Report and Form 20-F | 2022
137
Our Business
Electricity sales and commitments for future generation capacity
Under Brazil’s power pricing regime, a thermoelectric power plant is only allowed to sell electricity
that is certified by the MME and that corresponds to a fraction of its installed capacity. The
certificate is granted to ensure a constant sale of commercial capacity over the course of years to
each power plant, given its role within Brazil’s system to supplement hydroelectricity power during
periods of unfavorable rainfall. The amount of certified capacity for each power plant is determined
by its expected capacity to generate energy over time.
The total capacity certified by the MME (“garantia física”) may be sold through long-term contracts
in auctions to power distribution companies (standby availability), and through bilateral contracts
executed with free customers and used to meet the energy needs of our own facilities.
In exchange for selling this certified capacity, the thermoelectric power plants must produce energy
whenever requested by ONS. In addition to a capacity payment, thermoelectric power plants also
receive a reimbursement for variable costs (declared to MME to calculate commercial certified
capacity) incurred whenever they are requested to generate electricity.
In 2022, the commercial capacity certified by MME for all thermoelectric power plants we control was
3,206 MWavg. Our total generating capacity was 5,313 MWavg. Of the total 4,079 MWavg of
commercial capacity available for sale in 2022, approximately 50% was sold as standby availability
in public auctions in the regulated market (compared to 58% in 2021) and approximately 27% was
committed under bilateral contracts and self-production, i.e. sales to related parties, (compared to
27% in 2021).
Under the terms of standby availability contracts, we receive a fixed amount whether or not we
generate any power. Additionally, whenever we have to deliver energy under these contracts, we
receive an additional payment for the energy delivered that is set on the auction date and is revised
monthly or annually, based on inflation-adjusted international fuel price indexes.
The table below shows the evolution of our installed thermoelectric power plants’ capacity, our
purchases in the free market and the associated certificated commercial capacity.
INSTALLED POWER CAPACITY AND UTILIZATION
Installed capacity (MW)
Certified commercial capacity (MWavg)
Purchases in the free market (MWavg)
2022
2021
5,313
5,490
3,206
3,461
873
787
2020
6,131
3,524
693
Commercial capacity available (Lastro) (MWavg)
4,079
4,248
4,193
The table below shows the allocation of our sales volume between our customers and our revenues
for each of the past three years:
PETROBRAS | Annual Report and Form 20-F | 2022
138
ELECTRICITY SOLD
Total sale commitments (MWavg)
Bilateral contracts
Internal consumption
Public auctions to distribution companies
Generation volume (MWavg)
Revenues (US$ million)(1)
Our Business
2022
3,152
771
328
2,053
859
1,870
2021
2020
3,605
3,242
778
372
2,455
3,419
3,710
496
342
2,404
1,756
1,855
(1)
Includes electricity sales revenues from the Power segment to other operating segments. service and other revenues from electricity
companies.
Our power assets and their respective locations are listed in the table below.
OUR POWER ASSETS (1)
(MW)
Type(2)
Region
Power Plant
Fuel(2)
Installed
Capacity
Shareholding
or PIE
Petrobras
Capacity
Partners
1
2
3
4
5
6
7
8
9
10
11
12
13
14
t
n
e
m
e
g
a
n
a
M
s
a
r
b
o
r
t
e
P
r
e
d
n
u
s
t
e
s
s
A
)
d
e
l
l
o
r
t
n
o
c
r
o
e
s
a
e
l
,
n
w
o
(
Ibirité
NG
235
100%
235
Baixada
Fluminense
NG
Seropédica NG/DO
530
360
100%
100%
530
360
Cubatão
NG
249.9
100%
249.9
Nova
Piratininga
Piratininga
Termorio
NG
NG
NG
Juiz de Fora
NG/ET
Três Lagoas
Termomacaé
NG
NG
386
190
100%
100%
386
190
989.2
100%
989.2
87
386
100%
100%
87
386
922.6
100%
922.6
Southeast/Midwest
UTE
South
Canoas DO/NG
248.6
100%
248.6
Termobahia
Northeast
Vale do Açu
NG
NG
Termoceará NG/DO
186
323
220
100%
100%
100%
186
323
220
Petrobras Management
5,313
100%
5,313
-
-
-
-
-
-
-
-
-
-
-
-
-
-
PETROBRAS | Annual Report and Form 20-F | 2022
139
Our Business
Type(2)
Region
Power Plant
Fuel(2)
Installed
Capacity
Shareholding
or PIE
Petrobras
Capacity
Partners
15
PV
Northeast
Solar Alto do
Rodrigues
1
100%
1
-
Subtotal Petrobras Management
5,314
5,314
Type(2)
Region
Power
Plant
Fuel(2)
Installed
Capacity
Shareholding
or PIE
Petrobras
Capacity
Partners
1
2
3
Goiânia II
DO
140.3
30%
42
Araucária
NG
484
18.80%
91
Southeast/Midwest
South
Suape II
FO
381
20%
76
4
UTE
Termocabo
FO
50
12%
6
Northeast
i
s
g
n
d
l
o
h
e
r
a
h
S
s
a
r
b
o
r
t
e
P
Enegen
Participações
S.A.: 70%;
Petrobras: 30%
Copel: 20.3%;
Copel GeT:
60.9%;
Petrobras:
18.8%
Savana SPE
Incorporação
Ltda.: 80%,
Petrobras: 20%
Brasympe
Energia S.A.:
60% (Petrobras
has 20% of
shareholding at
Brasympe);
EBRASIL S.A.:
24%; SZF
Participações
Ltda: 14%;
OZ&M
Incorporação
Participação
Ltda: 2%
Subtotal Petrobras Shareholdings
TOTAL
1,055
6,369
215
5,529
(1) The Termocamaçari plant, powered by natural gas and with an installed capacity of 120MW, is leased to Proquigel Química S.A. until August 2030.
(2) NG—Natural Gas; FO—Fuel Oil; DO—Diesel Oil; ET—Ethanol; PIE—Independent Power Producer; UTE—Thermoelectric Power Plant; PCH—Small
Hydroelectric Plant; PV—Photovoltaic.
Contracts of our thermoelectric power plant in the Regulated Marketing Environment (or “ACR”) and their
respective contracted power and contract expiration date are listed in the table below.
PETROBRAS | Annual Report and Form 20-F | 2022
140
OUR CONTRACTS IN THE REGULATED MARKETING ENVIRONMENT
Region
Power plant
Contracted
power
(MWavg)
Contract expiration date
Our Business
Baixada Fluminense
Seropédica
Cubatão
Termorio
Três Lagoas
Ibirité
Termomacaé
Termoceará
416.4
278.0
141.0
98.3
64.2
704.0
127.0
45.6
200.0
141.0
2033
2023
2024
2025 to 2039
2026 to 2040
2022 (352MW), 2024 (352MW)
2023
2022
2025
2023 (64MW) e 2024 (77MW)
Southeast /Midwest
Northeast
Contracts of capacity reserve of our thermoelectric power plants and contract length are listed in the table
below.
OUR CONTRACTS OF CAPACITY RESERVE
Region
Southeast/Midwest
Power plant
Termorio
Ibirité
Termomacaé
Contracted
available power
(MWavg)
922.35
197.87
782.78
Contract length
July 2026 to June 2041
July 2026 to June 2041
July 2026 to June 2041
We also have some investments in renewable power generation sources in Brazil. We own a solar power
plant, Alto do Rodrigues Phototovoltaic Unit with one MW of solar capacity.
PETROBRAS | Annual Report and Form 20-F | 2022
141
Our Business
Customers and Competitors
Natural gas is marketed to 37 clients, most of which are distributors. The entire demand for natural gas
includes our non-thermoelectric, thermoelectric, refining and fertilizer markets, as well as the consumption
by natural-gas carriers contracted by us for the provision of transportation services.
GAS CLIENTS (% vol)
NON-THERMOELECTRIC
THERMOELECTRIC
MARKET (1) (% vol)
MARKET (% vol)
(1) The chart of the non-thermal market includes our participation until July 2022, when we concluded the sale of Gaspetro and ended our
participation in this market.
In the commercialization of natural gas, we act as importers and domestic producers who can directly sell
our product to distributors, free consumers, or thermoelectric plants. 2022 marked an increase in
competition, with new contracts between producers and clients, as expected due to the regulation which
improved the regulatory framework of the natural gas sector and established guidelines for the open
market.
The transportation of natural gas also consists of a monopoly of the Brazilian federal government and may
be exercised upon concession or authorization by companies incorporated under Brazilian law, with
headquarters and administration in the country. We sold our interest in TAG, in July 2020, and NTS, in April
2021, and are negotiating the sale of our interest in TBG.
We operated in the natural gas distribution segment until July 2022. through indirect participation in state-
owned distribution companies. In July 2022, we sold our interest in Gaspetro, the holding company that own
participations in state distribution companies.
Throughout 2022, we were successful in negotiating a solution to some of the disputes initiated in 2021 to
maintain natural gas supply conditions with local distribution companies. ending the disputes with
Companhia de Gás do Ceará (“CEGÁS”), with Companhia de Gás de Santa Catarina (“SCGÁS”) and with
Companhia de Gás do Espírito Santo (“ESGAS”). For certain other disputes, we have filed appeals in court
and filed arbitration requests, but we are still negotiating a solution with certain other local distribution
companies.
In the second half of 2022, local distribution companies launched public calls for the purchase of natural
gas starting in 2023. We offered such distribution companies products with terms of five and nine years,
indexed to Brent, with supply starting in January 2024. Among these public calls, by the end of 2022, we
signed new contracts with SCGÁS, Companhia de Gás de Minas Gerais (“GASMIG”), Companhia Paranaense
de Gás (“COMPAGAS”), and Companhia de Gás do Estado do Rio Grande do Sul (“SULGÁS”).
PETROBRAS | Annual Report and Form 20-F | 2022
142
Our Business
In the power segment, we operate in generation and sale. In generation, we compete with third-party
thermoelectric plants, as well as other generators with other energy sources (hydro, wind, solar). In terms
of commercialization, we compete with other energy marketers and operate in the regulated market (power
distributors) and free market (marketers and free consumers/large consumers). We have 114 clients and
suppliers, of which 34 are distributors, 20 are marketing companies, seven are generating companies and
53 are free consumers. All contracts are registered at the Electricity Trading Chamber, a sector agent
responsible for the settlement and accounting of these contracts.
Fertilizers
We have three fertilizer plants in Brazil, one located in the state of Bahia. (“FAFEN-BA”), one in the state of
Sergipe (“FAFEN-SE”), and one through our subsidiary located in Paraná, Araucaria Nitrogenados S.A.
(“ANSA”). Their main products are ammonia and urea. Together these plants have an installed capacity of
1.852 million t/year of urea, 1.406 million t/y of ammonia, 319,000 t/y of ammonium sulfate and 800,000 t/y
of ARLA-32. We also have an unfinished Nitrogen Fertilizer Unit (UFN-III) in Mato Grosso do Sul. The
construction of UFN-III began in September 2011, but was halted in December 2014, with about 81% of the
physical construction completed.
We continue to pursue our strategy of leaving the fertilizer market and focusing on assets that generate
greater financial return and are more adherent to our business. To this end, since August 2020, after being
mothballed in 2019, our plants located in Bahia and Sergipe have been operating under a lease agreement
with Proquigel Química S.A. (“Proquigel Química”), a company of the Unigel Group for an initial term of 10
years. which may be extended for an additional 10 years.
In January 2020 ANSA was mothballed, and since September 2020 we have worked on the divestment
process, In December 2022, we announced the cancelation of the competitive process for the sale of all our
shares in ANSA and that we will evaluate its next steps related to the divestment of ANSA.
Additionally, since 2020 we have continued the divestment process of UFN-III. In April 2022, we announced
the cancelation of the UFN-III sale process after the prospective buyer's proposed business plan was
rejected due to their failure to obtain certain government approvals necessary for the transaction to
proceed. In May 2022, we resumed the divestment process bid. In January 2023, we announced the
termination of the competitive process for the sale, and will evaluate next steps in alignment with our
Strategic Plan.
PETROBRAS | Annual Report and Form 20-F | 2022
143
Our Business
Portfolio Management
Our active portfolio management encompasses (i) investment processes through our own projects or
partnerships with other companies and (ii) divestment processes, both aiming at improving our operational
efficiency, risk reduction, return on capital, and generating value for our businesses. Currently, our active
portfolio management process comprises the sale, acquisition and partnership of various participations
stakes in some of our subsidiaries, affiliates, and assets to strategic or financial investors or by means of
public offerings.
Our actively managed portfolio contains more than 50 assets at different stages of the process. Our active
portfolio management contributes to improve capital allocation and consequently create value for the
shareholder.
In line with the TCU, guidelines and current legislation, the following stages of our divestment projects are
disclosed to the public:
PETROBRAS | Annual Report and Form 20-F | 2022
144
Our Business
From January 1, 2022 through March 29, 2023, we completed, among others, the following divestitures.
Signing
date
Closing
date
Main transactions
07/05/2021
02/04/2022
Sale of our entire stake held in seven onshore and shallow water fields
located in the state of Alagoas, jointly called Polo Alagoas
12/17/2020
05/10/2022
Sale of our entire stake held in 14 onshore exploration and production
concessions, located in the state of Bahia, jointly known as the Recôncavo
Complex
04/28/2022
07/05/2022
Sale of our entire stake (27.88%) held in Deten Quimica S.A. (Deten)
07/28/2021
07/11/2022
Sale of our stake (51%) held in Petrobras Gas S.A. (“Gaspetro”)
01/29/2021
08/03/2022
Sale of our entire stake in the Peroá and Cangoá shallow water fields and
in the BM-ES-21 deepwater concession, jointly known as Peroá Complex
08/14/2020
08/05/2022
Sale of our entire stake in the onshore field of Fazenda Belém and Icapuí,
located in the state of Ceará
11/11/2021
11/04/2022
Sale of Shale Industrialization Unit (SIX) in Paraná
08/25/2021
11/30/2022
Sale of refining and associated logistics assets of Isaac Sabbá Refinery
(“REMAN”) in Amazonas
12/23/2021
12/20/2022
Sale of our entire stake held in 11 onshore fields located in the Sergipe-
Alagoas Basin, jointly known as the Carmópolis Cluster
07/12/2021
12/22/2022
Sale of our entire stake held in the Papa-Terra field, located in deepwaters
of the Campos Basin
04/28/2022
01/26/2023
Sale of our entire stake held in the Albacora Leste field, located in
deepwaters in the Campos Basin
TOTAL
Transaction
nominal
value(1)
(US$
billion)
0.300
0.250
0.117²
0.394²
0.055
0.035
0.033
0.190
1.100
0.106
2.201
4.780
(1)
Includes agreed amounts at the signing of the transaction.
(2) These transactions were denominated in R$. Thus, for purposes of this table, the amounts were converted using the exchange rate (“PTAX”) of the
signing date of the relevant transaction.
From January 1, 2022 through March 29, 2023, we have signed agreements for transactions that are
currently pending closing. Completion of such transactions is subject to compliance with certain contractual
and legal conditions precedent.
PETROBRAS | Annual Report and Form 20-F | 2022
145
Signing date
Main transactions
07/09/2020
Sale of our entire stake in the offshore field of Pescada, Arabaiana and Dentão, located
in the state of Rio Grande do Norte
01/31/2022
Sale of our entire stake held in 26 onshore and shallow waters fields and also the entire
stake held in Clara Camarão located in the Potiguar Basin, jointly known as the Potiguar
Cluster
02/23/2022
Sale of our entire stake held in four onshore fields located in the Espírito Santo Basin,
jointly known as the Norte Capixaba Cluster
05/25/2022
Sale of Lubricants and Oil Products of the Northeast (LUBNOR) in Ceará
Sale of our entire stake held in two sets of maritime concessions in the post-salt layer
deepwaters, known as the Golfinho Complex and the Camarupim Complex, located in
the Espírito Santo Basin
06/24/2022
TOTAL
Our Business
Transaction
nominal
value (1)
(US$ billion)
0.002
1.385
0.544
34
75
2.040
(1) Agreed amounts at the signing of each transaction, subject to adjustment at closing.
(2) These transactions were denominated in R$. Thus, for purposes of this table, the amounts were converted using the exchange rate (PTAX) of the signing
date of the relevant transaction.
Agreements with CADE
In 2019, we signed two agreements with CADE, which consolidated agreements between the parties
related to (i) the execution of divestment of refining assets and (ii) promoting competition in the
natural gas industry in Brazil. In 2021, we signed three amendments to these agreements, changing
the signing deadlines for the divestment of some assets. In 2022 we signed an amendment to
change the signing and closing deadlines for the divestment of some assets.
Refining agreement
With the execution of the refining agreement, among other related commitments, we are
committed to divesting approximately 50% of our refining capacity as of the date of the agreement,
which represents the complete sale of seven refineries (REPAR, REFAP, RLAM, RNEST, REGAP,
LUBNOR, REMAN) and a shale industrialization unit (SIX) with their associated logistics.
The agreement also provides that, of the following subgroups (i), (ii), and (iii) below, the companies
listed may not be acquired by the same buyer or by companies of the same economic group as the
companies listed in each subgroup are considered competitors with one another: (i) RLAM and
RNEST; (ii) REPAR and REFAP; and (iii) REGAP and RLAM. An external agent that we hire, according
to specifications established by mutual agreement, oversees the schedule and compliance with the
commitments assumed with CADE.
Even though we had terminated the divestment process for REPAR, RNEST and REFAP in 2021, we
resumed the divestment process in June 2022.
In June 2022, we announced the sale of LUBNOR to Grepar Participações Ltda. The transaction is
subject to compliance with conditions precedent, such as approval by CADE.
PETROBRAS | Annual Report and Form 20-F | 2022
146
Our Business
In November 2022, we concluded the sale of SIX to Forbes & Manhattan Resources Inc, as all the
conditions precedent were satisfied, including the royalties agreement. We still operate the unit for
a transition period of up to 15 months. In November 2022, we also closed the sale of REMAN to Ream
Participações S.A. and announced the termination of REGAP´s divestment process.
We are negotiating new terms with CADE for the refineries that have yet to be sold.
Natural gas agreement
The natural gas agreement includes the sale of our stake participation in transportation companies:
10% stake in NTS;
10% stake in TAG;
51% stake in TBG; and
Of our indirect participation in gas distribution companies, either by selling our 51% stake in
Gaspetro or by selling indirect participation in distribution companies.
In our transportation systems, we have worked to specify the maximum injection and withdrawal
volumes at each receiving point and delivery area for further adjustments to the current
transportation service contracts so that transportation companies, under the supervision of ANP,
can offer the remaining capacity to the market, thus enabling other companies to use the remainder
of the transportation network. Furthermore, we are committed to other actions, such as: (i)
negotiating access to outflow and processing assets, (ii) refraining from purchasing new gas
volumes from partners/third parties, except in certain situations provided for in the agreement, and
(iii) leasing the regasification terminal in the state of Bahia.
In 2021, we made progress on several fronts, including leasing a regasification terminal in the state
of Bahia and signing a contract for using a natural gas processing plant in UPGN Guamaré. In 2022,
we signed a flexibility agreement with NTS, which allows for the access of other agents to their
transportation system.
Regarding the commitment to negotiate access to our evacuation pipelines and processing plants,
we started the commercial operation with Potiguar E&P in Guamaré on January 1, 2022. On the same
date, Shell, Petrogal, Equinor, Petroreconcavo, Origem, and Repsol Sinopec, started the commercial
operation of the "swap agreements". In May 2022, we also signed swap contracts with 3R for the gas
from the Recôncavo and Rio Ventura Basins. These agreements are an interim solution developed
to grant access to these companies to some of our evacuation pipelines and processing facilities. In
contrast, negotiations, access agreements, or preconditions of other agreements are being
completed. Under these swap contracts, we purchase the rich gas from the producer, evacuate
and/or process it, and subsequently, we sell back the processed gas to the same company, allowing
them access the Brazilian natural gas market directly.
The agreement’s purpose is to preserve and protect competitive conditions, open the Brazilian
natural gas market, encourage new agents to enter this market and suspend administrative
procedures established by CADE to investigate our natural gas business.
In addition, we have in our portfolio other projects in their structuring phase, and believe in a strategy for
our portfolio management that focuses on core assets, in order to improve our capital allocation, enable
capital cost reduction, and ultimately increase value creation for us and our shares.
We have disclosed the teasers, non-binding and binding phases related to the following assets that are
currently part of our divestment portfolio.
PETROBRAS | Annual Report and Form 20-F | 2022
147
Our Business
Phase
Summary scope of main transactions (1)
Sale of our entire stake held in Petrobras Operaciones S.A. (POSA) in Argentina
Sale of onshore fiber optic network in Brazil
Teaser or Non-
binding
Sale of refining and associated logistics assets in Brazil: Refinaria Abreu e Lima (RNEST) in Pernambuco, Refinaria
Presidente Getúlio Vargas (REPAR) in Paraná and in Refinaria Alberto Pasqualini (REFAP) in Rio Grande do Sul
Sale of our entire stake (18.8%) held in UEG Araucária (UEGA)
Sale of our entire stake (20%) held in MP Gulf of Mexico LLC. (MPPG) located in Texas, USA, owner of offshore oil
fields in the Gulf of Mexico
Sale of mining rights for research and mining of potassium salts located in the Amazonas Basin
Sale of the entire stake (34,54%) held in Metanor
Sale of part of our stake held (40%) in the BM-POT-17 exploratory concessions, where the Discovery Assessment
Plan for the Pitu well is being developed, and the POT-M-762_R15 concession (POT-M-762 block), located in
deepwaters in the Potiguar Basin - Equatorial Margin - in Rio Grande do Norte
Sale of our entire stake held in the Uruguá and Tambaú fields, located in deepwaters in the Santos Basin, state of
Rio de Janeiro, jointly called Polo Uruguá-Tambaú
Full sale of our equity interest (51%) in Transportadora Brasileira Gasoduto Bolívia-Brasil (“TBG”)
Full sale of equity interest (25%) in Transportadora Sulbrasileira de Gás S.A. (“TSB”)
Binding
Sale of our entire stake held in 28 onshore fields located in the Recôncavo and Tucano Basins, jointly known as the
Bahia Terra Cluster
Sale of our entire stake held in Petrobras Colombia Combustibles (“PECOCO”)
Sale of our entire stake held in 11 production fields located in shallow waters in the Campos Basin, jointly known as
the Garoupa Complex
Sale of our entire stake (100%) held in the Petrobras Biocombustiveis S.A. (“PBIO”), including the biodiesel plants.
Sale of our entire stake held in five electricity generation companies: Brasympe Energia S.A.(“Brasympe”) and
Energética Suape II S.A. (“Suape II”)
Sale of our entire stake held in the Manati field, a shallow water marine production concession located in the
Camamu Basin, in the state of Bahia
Sale of our entire stake held in the Atum, Curimã, Espada and Xaréu fields, located in shallow waters in the Mundaú
sub-Basin, state of Ceará, jointly called Polo Ceará
(1)
Information updated as of March 29, 2023.
As announced to the market on March 1, 2023, we received an official letter from the MME requesting the
suspension of the sales of assets for 90 (ninety) days, due to the reassessment of the National Energy Policy
currently underway and the establishment of a new composition of the National Energy Policy Council
(CNPE), respecting the Company's governance rules, commitments made to government entities and
without putting Petrobras' interests at risk. Our Board of Directors will analyze the ongoing processes, from
the standpoint of civil law and within the rules of governance, as well as any commitments already made,
their punitive clauses and their consequences, so that the governance bodies assess potential legal and
economic risks arising, subject to the rules of secrecy and other applicable governing rules.
On March 17, 2023, our Executive Board has forwarded for the appreciation of our Board of Directors the
following proposal in response to the MME letter for their review. Such proposed response states that: “we
carried out a preliminary study on the divestment processes in progress and, so far, we have not found
grounds for which the projects for which contracts have already been signed (signing) should be suspended.
The processes in which no contracts have been signed will continue to be analyzed.”
PETROBRAS | Annual Report and Form 20-F | 2022
148
Our Business
In light of further communications received from MME on March 29,2023, our new Executive Board will re-
consider whether any divestitures will be made. As of March 29, 2023, our Board of Directors has not
approved the cancellation of any ongoing projects for which contracts are in effect as of the date hereof.
Material facts regarding this matter will continue to be disclosed to the market. For more information, see
“Risk Factors – 6.b) Changes in the competitive environment of the Brazilian oil and gas market may
intensify the requirements for our performance levels to remain in line with the best companies in the
sector. The need to adapt to an increasingly competitive and more complex environment may compromise
our ability to implement our current Strategic Plan or any subsequent plans adopted.
PETROBRAS | Annual Report and Form 20-F | 2022
149
Our Business
External Business Environment
We are subject to external variables that can impact the performance of our business and the way we plan
for the future. We describe key variables in 2022 below.
Global Economy
In 2022, the global economy was marked by the conflict between Russia and Ukraine, and its immediate
developments, such as the sanctions on Russia set in place by the U.S. and the European Union. These
events built on a perspective of a fragile recovery of the global economy, after the Covid-19 pandemic of
2020 and 2021, among waves of new variants of the disease and of the disruption of global supply chains.
In February 2022, Russian invaded Ukraine, with the motivation of promoting the independence of the
separatist regions of Donetsk and Luhansk. The immediate U.S. response was to apply a series of sanctions
on Russia, including: (i) freezing of the country’s assets abroad; (ii) excluding banks and financial services
providers from the international financial system and (iii) limiting the activities of Russian companies.
The conflict had an immediate impact on the global economy as a result of its impact on the energy market
due to Russia's relevance. Russia is a major player in this market, producing 9.72 mmbbl/d, according to the
International Energy Agency (IEA), as well as being one of the world’s leading exporters. The destination of
most of these energy exports is Europe, which has therefore been the most affected region due to its
dependence on gas. According to IEA data, between 2015 and 2020, Russian natural gas accounted for 40%
of the total consumption in Europe.
The uncertainties and disruptions relating to the supply of one of the world’s largest energy producers
resulted in a steep increase in the prices of these products. The price of Brent oil, which began the year at
77.0 US$/bbl, reached 137.6 US$/bbl in March. The benchmark price of JKM LNG, which on January 1, was
at 28.8 US$/MMBtu reached 84.8 US$/MMBtu in March. In addition, other metals and agricultural
commodities were also impacted early in the war, although most of them have already fallen from their
highs.
These changes have put pressure on inflation in various regions of the world, mainly in the U.S. and Europe.
GLOBAL INFLATION – U.S., EUROPEAN UNION AND UNITED KINGDOM (Var% a.a)
Source: BLS, ONS and Eurostat
PETROBRAS | Annual Report and Form 20-F | 2022
Dec-22
150
Our Business
The increase in prices altered the dynamics of global macroeconomy and reduced household purchasing
power. According to IEA data, 70 million people who had recently obtained access to electric power will no
longer be able to afford these resources due the increase in prices.
Trying to control the rise in inflation and to reduce the impact for consumers, several countries have already
announced and implemented measures and subsides to consumer energy prices. Measures span from direct
income transfers to low-income families to the control of consumer prices, tax cuts and taxation of profits
of energy companies.
Additionally, global interest rates have increased, what is also expected to continue through 2023. The
increase of international interest rates is expected to reduce global demand. This outlook is even more
delicate since the Chinese recovery, among the zero-Covid-19 policy and multiple lockdowns implemented
in the country, is still fragile.
According to the IMF, the global economy is expected to grow 3.4% in 2022 and to be reduced to 2.9% in
2023, due to impacts of the Russia-Ukraine war, inflation, and the tightening of monetary policy.
GLOBAL GDP (% a.a)
Source: WEO, FMI
Global Oil & Gas Market
The year 2022 started with a higher Brent price due to signs of a tighter market due to the recovery in
consumption and the difficulties of OPEC+ countries in sustaining their planned production increases.
Higher natural gas prices since mid-2021 have also put pressure on demand for other energy sources, such
as oil, supporting the price increase.
The first quarter of 2022 was marked, however, by the invasion of Ukraine by the Russian army in February.
This affected the world’s macroeconomic environment, with the implementation of several U.S. and EU
sanctions against Russia. The increased risks of supply disruptions in one of the main oil producing
countries, in an already tight market, caused Brent prices to reach US$138/bbl on March 8, the highest level
since July 2008.
PETROBRAS | Annual Report and Form 20-F | 2022
151
Rising tensions in producing countries, uncertainties over the return of the Iranian nuclear deal and
disruptions at an oil export terminal in the Black Sea contributed to higher and more volatile prices in the
period. In late March, the U.S. announcement of the release of about 180 mmbbl from its Strategic
Petroleum Reserve in the following months helped to lower prices. However, the average Brent price for the
period was 66% higher in comparison to the first quarter of 2021.
Our Business
BRENT – DAILY CRUDE OIL PRICE (US$/bbl)
Source: Bloomberg, 2022
Oil prices for the second quarter of 2022 started at lower levels in response to an additional 60 mmbbl
release from the strategic stocks coordinated by the International Energy Agency (IEA) and the adoption of
new lockdowns in China as part of the country’s Covid Zero strategy.
However, in May, Brent prices began to increase again influenced by the EU’s agreement to ban seaborne
Russian crude and oil products by the end of the year. The announcement of the reopening of cities in China
and restrictions on Libyan production also put upward pressure on prices in this period.
In June, OPEC+ announced an increase in its planned monthly production from 432 to 648 mbbl/d for July
and August. The decision came as positive news to consuming countries, but also raised alarms about
OPEC+’s spare capacity. By August, Brent prices had reached 120 US$/bbl.
During the third quarter of 2022 the Brent price showed a downward trend, reaching a minimum of 85
US$/bbl. The movement was influenced by concerns about the possibility of a global recession. Weaker
demand in China due to new lockdowns, and lower than expected gasoline demand during the U.S. driving
season also contributed to lower prices.
On the supply side, an additional 100 mbbl/d increase in the OPEC+ production target for September, a
lower-than-expected drop in Russian production and the continued release of US Strategic Petroleum
Reserves program also impacted prices.
In October, OPEC+ reassessed the market and announced a reduction of two mmbbl/d in the group’s
production quotas for November and December 2022. The approaching start of sanctions on Russia’s oil
and gas sector and uncertainties over a price cap policy for Russian oil also put pressure on prices, which
recovered to 102 US$/bbl in the first week of November. However, concerns over rising Covid-19 cases in
China and mild temperatures in the Northern Hemisphere continue to put downward pressure on prices,
which closed in November 2022 at 87 US$/bbl.
PETROBRAS | Annual Report and Form 20-F | 2022
152
BRENT – ANNUAL CRUDE OIL PRICE (US$/bbl)
Our Business
Source: Bloomberg, 2021
The Russia-Ukraine conflict, which has reduced Russian gas exports, has exerted intense pressure on the
LNG market, affecting gas prices not only in Europe, but throughout the world. Gas flows to Europe were
significantly reduced following the Russian decision to only accept payment for its gas in Rubles, followed
by the ban of Gazprom, the Russian state-controlled gas company, on transporting gas via Poland through
the Yamal gas pipeline, and, lastly, by the frequent interruptions of the Nordstream gas pipeline (the largest
in Europe) to carry out corrective maintenance. In September 2022, Russia announced that the flow through
Nordstream would be interrupted until sanctions against Russia were lifted. This escalated in October, when
the possibility of restarting the flow became even more remote with the occurrence of explosions that
caused physical damage to the structure of the pipeline and will require a long time of repair in full.
With the Russian supply disruptions, Europe sought to replenish its stocks before the winter, and its
purchases of LNG increased by 65% in the first eight months of 2022 relative to the previous year (IEA).
Therefore, the prices of natural gas in Europe and in the LNG spot market in Asia reached record highs in
the third quarter of 2022.
The higher prices resulted in demand destruction, especially in the industrial sector, a shift to fuels such as
coal and oil for power generation, and energy cuts in some importing regions. Gas consumption in Europe
fell more than 10% in the first eight months of 2022 compared to the same period of 2021 (IEA). In the Asia-
Pacific region, the demand for LNG fell 7% (IEA) over the same period due to the high prices, the mild winter,
and the zero Covid-19 policy adopted in China.
Henry Hub prices in the U.S. also abruptly increased with a growing demand for LNG exports and the low
response from North American offer to soaring prices. Growth in LNG exports through August 2022 was
dominated by the United States (growth of 14% relative to the previous year) and represented more than
half of the net global increase in LNG production.
PETROBRAS | Annual Report and Form 20-F | 2022
153
Our Business
Brazilian Economy
According to the Brazilian Institute for Geography and Statistics (“IBGE”), the Brazilian economy grew by
2.9% in 2022. The rate was above the expected growth at the beginning of the year, which was around 0.3%.
The services sector was the most surprising, expanding by more than 4%. This segment was the hardest hit
by the Covid-19 pandemic in 2020. In 2021, there was a significant recovery in this sector (5.2%), reaching a
level of production higher than the pre-pandemic level, leading analysts to predict that 2022 would no
longer be a year of robust growth.
However, the Covid-19 pandemic has boosted certain economic service activities, such as “information
services” and “transport, storage and mail.” These two activities have shown an average growth rate of more
than 9% over the past two years. “Information services” continues to be driven by the digital transformation
of economic activities, which needed to rely on information technology to continue to operate throughout
the Covid-19 pandemic. The performance of “transportation, storage and mail” is largely supported by the
expansion of e-commerce as well as the logistics sector. These in turn also provide feedback to the growth
of “information services” as they are major users of digital technologies.
Regarding inflation, 2022 was marked by a slowdown in the pace of price increases. There are two main
reasons for this shift. At the international level, there was a slowdown in logistical problems in the flows of
global supply chains, with a reduction in freight costs and a drop in the price of inputs and raw materials,
which ensured a retraction in the IGP-DI (which corresponds to the Wholesale Price Index), which decreased
from a 12-month accumulated rate of 17.7% at the end of 2021 to 5,03% at the end of 2022. At the Brazilian
domestic level, tax exemptions on some consumer prices, including fuels and energy, caused a drop in prices
for final consumers.
As a result, after ending 2021 with consumer inflation measured by the IPCA (Consumer Prices Index) of
10%, in 2022 the price expansion of prices was 5.78%.
Despite the slowdown, inflation ended the year above the target, which led the Central Bank to increase the
basic interest rate (“SELIC”) to 13.75% in August, a rate maintained until the end of 2022.
Finally, the trajectory of the Brazilian exchange rate registered high volatility throughout 2022. After an
intense appreciation at the beginning of the year, which led to a drop in the average nominal rate from
R$/US$5.55 in January to R$/US$4.75, there was again a strong devaluation, taking the Brazilian currency
to an exchange rate of approximately R$/ US$5.30. The average exchange rate in 2022 was R$5.17/US$,
representing an appreciation of 4.26%.
Brazilian Oil and Gas Market
Demand for oil products in Brazil reached its all-time record in 2014. Since then, the average annual GDP
growth has remained stagnant, explaining most of the drop in demand for oil products in the same period.
The Covid-19 pandemic has had extensive effects on oil products demand, starting in the second quarter
of 2020. Strong social distancing measures, personal mobility restrictions, and temporary lockdowns led to
an unprecedented fall in oil-related demand for passenger transportation activities. Gasoline and jet fuel
were the most severely impacted products. Although goods and cargoes kept moving around the country,
the slowdown in economic activity also slightly reduced diesel demand.
During subsequent quarters, restriction measures were lifted gradually amid the decrease in the daily
number of Covid-19 related cases and deaths. In 2021, the bulk of oil products demand has already
surpassed the levels seen before the pandemic with jet fuel and naphtha being the only products whose
demand is still below pre-pandemic levels.
PETROBRAS | Annual Report and Form 20-F | 2022
154
CONSUMPTION OF SELECTED FUELS IN BRAZIL (mbbl/d)
Our Business
Source: Petrobras and EPE, 2022
Despite the recovery, the cumulative effect of the rise in commodity prices, the disruption of supply chains
caused by the Covid-19 pandemic and the global energy crisis exacerbated by the Russian invasion of
Ukraine are still having repercussions on fuel markets.
In mid-2022, in the face of high fuel prices, the Brazilian government reduced federal and state taxes on
fuel, which resulted in additional impetus for gasoline and diesel demand. Additionally, ethanol supply has
retracted, causing the rise of ethanol prices and the loss of its competitiveness against gasoline. To mitigate
the effects of higher biodiesel prices, the Brazilian government has temporarily reduced the
diesel/biodiesel blend requirements, which has led to an increase in the demand for fossil diesel.
Regarding power generation, in 2021 there was a severe drought in the Southern and Central regions of
Brazil, which caused the demand for fuel oil for the power plants to skyrocket. With the regularization of
rains in early 2022, the level of the reservoirs rose, and the Electric Sector Monitoring Committee (CMSE)
decided to reduce the power generation by thermal plants. As a result, overall demand for fuel oil fell by
roughly 45% in 2022 when compared to 2021.
Diesel sales rose 3% in 2022. Temporary basic income policies to mitigate the impacts of the Covid-19
pandemic stimulated the demand for essential goods such as food and beverages. Additionally, record grain
harvests boosted freight and diesel demand. In turn, jet fuel demand was the most affected by travel
restrictions put into place due to the Covid-19 pandemic. In 2022, jet fuel demand gradually recovered to
pre pandemic levels, rising by roughly 36% in comparison to 2021, but remains 15% below 2019 levels.
In specific terms, gasoline demand is expected to decrease due to its substitution by hydrous ethanol, the
use of which is incentivized by public policies such as RenovaBio that induce competitive prices of hydrous
ethanol compared to fossil fuel. Additionally, exclusively gasoline-fueled vehicles are being replaced by flex
fuel and, in the future, the latter will be gradually replaced by electric automobiles. Moreover, the
development of diesel demand is expected to be slowed by the mandatory increase of the biodiesel
percentage in the fuel blend that is delivered to the final consumer.
Fuel oil is consumed in three main segments: industrial, power generation and as a marine fuel. For at least
two decades now, fuel oil has been undergoing a process of substitution by other sources, especially natural
gas, and there is still some room for this process to continue in the next years. In the maritime transport
segment, a strong demand for decarbonization is starting to emerge, which will certainly have negative
repercussions on the demand for bunker in the medium and long term.
According to the Ministry of Mines and Energy, natural gas demand inter-annual data year-to-date until
October 2022 has decreased by 26%, from an average of 93 million cmd in 2021 to 69 million cmd (does not
include the gas used in the pipeline transport).
PETROBRAS | Annual Report and Form 20-F | 2022
155
Our Business
Regulation
On April 7 2022, the CNPE approved Resolution CNPE nº 3, published on May 3 2022, with the directives and
enhancements of policies aiming the transition to a competitive market for natural gas. This resolution, in
addition to consolidating the CNPE Resolutions nº 10/2016, 04/2019 and 16/2019, sought to define:
Strategic directives for the design of a new natural gas market;
The enhancements of energy policies aimed at the promotion of free competition in this market; and
The bases for the transition period.
Among the terms addressed in the specific case, it may be mentioned:
The establishment of the transition period to the new market design;
The prerogative of the MME to publish in its electronic portal, for the duration of the transition, the
monitoring of the deadlines indicated to make the new market design appropriate;
ANP has the power to monitor negotiations for access to essential facilities (production outflow
pipelines, gas processing units and regasification terminals for LNG) and, when not concluded within
180 days, has the power to verify the existence of any anti-competitive or controversial conduct;
The recommendation that ANP, in communication with the MME, the Ministry of the Economy (ME)
and CADE, prepare, within 180 days, an analysis of the competitive conditions in the natural gas
market and proposals for a program for the progressive release of natural gas; and
The recommendation that the MME, in communication with the ME, ANP, the Energy Research
Company (EPE) and CADE, monitor the implementation of actions necessary for the opening of the
gas market, proposing additional and complementary measures to the CNPE.
In December 2022, the ANP issued an update of its 2022-2023 Regulatory Agenda informing that the
regulation of the new statutory regulation for gas published in 2021 (Law 14,134/2021 and its regulatory
Decree No. 10,712/2021) will be published between the years 2023 and 2024.
PETROBRAS | Annual Report and Form 20-F | 2022
156
Strategic Plan
Strategic Plan
Strategic Plan
2023-2027 Strategic Plan
Our 2023-2027 Strategic Plan maintains a consistent strategy of focusing on projects with full potential to
generate value, resources and contributions to Brazilian society. We prioritize monetizing resources into
wealth for Brazil while following the sustainability guidelines for energy transition. We have expanded our
investment plans by 15% for the next five years, an endeavor that we are pursuing with high responsibility
and diligence with regards to the allocation of resources.
Throughout 2022, we have delivered operational and financial performance in line with our commitment to
generate value for our shareholders and Brazilian society and in full adherence with the 2022-2026 Strategic
Plan.
Our 2023-2027 Strategic Plan has been prepared in a way that preserves our vision, values and purpose.
The business strategies were maintained, and the Environmental, Social and Governance (ESG) and
innovation strategies were improved.
With the vision of "being the best energy company in value generation, focused on oil and gas, sustainability,
safety, respect for people and the environment," we preserve our values in the 2023-2027 Strategic Plan:
(i) Respect for life, people and the environment;
(ii) Ethics and transparency;
(iii) Overcoming challenges and trust;
(iv) Market and results orientation.
Furthermore, we maintained our purpose of "providing energy that ensures prosperity in an ethical, safe,
and competitive way.”
The 2023-2027 Strategic Plan may be amended by our management at any time, including as a result of
influence by our Board of Directors and our controlling shareholder, the Brazilian federal government.
There can be no assurance that our 2023-2027 Strategic Plan will not be amended.
PETROBRAS | Annual Report and Form 20-F | 2022
158
To ensure incentive alignment and to achieve corporate goals, our 2023-2027 Strategic Plan reaffirms the
four key metrics from the previous plan, as shown below:
Strategic Plan
The IAGEE and VAZO targets are aligned with the 2023-2027 Strategic Plan’s low-carbon and environmental
sustainability commitments, while the Delta EVA® indicator represents a measure of economic value
creation. These metrics have a direct impact on the variable compensation of our executives and
employees.
We reaffirm in the 2023-2027 Strategic Plan the goal of zero fatalities and zero leakage. Our commitment
to life is a non-negotiable value, and our renowned safety culture continues to be reinforced every day to
strengthen the people and the operational safety.
PETROBRAS | Annual Report and Form 20-F | 2022
159
Strategic Plan
ESG - Environmental, Social and Governance
The 2023-2027 Strategic Plan has integrated the ESG elements into a single vision, summarizing our
position according to the diagram below. This ESG diagram guides planning and stakeholder engagement
and is aligned with our strategic elements and goals. Four key ideas are highlighted: (i) reduce our carbon
footprint; (ii) protect the environment; (iii) care for people; and (iv) act with integrity. For each of these key
ideas a set of relevant themes has been identified to support and guide our actions, projects, programs and
related commitments.
The goals related to each of the four key ideas of the diagram were consolidated into a single list, aligned
with the concept of integrated ESG:
PETROBRAS | Annual Report and Form 20-F | 2022
160
Strategic Plan
GOAL: Neutralize emissions (scopes 1 and 2) in activities under our control
and influence partners to achieve the same goal in non-operated assets by
20501.
Reduction of total operational absolute emissions2 by 30%3 by 2030.
Zero routine flaring by 2030.
Reinjection of 80 million tCO2 by 2025 in CCUS projects.
GHG intensity in the E&P segment: achieve portfolio intensity of 15
kgCO2e/boe by 2025, maintaining 15 kgCO2e/boe by 2030.
GHG intensity in the Refining segment: achieve an intensity of 36
kgCO2e/CWT by 2025 and 30 kgCO2e/CWT by 2030.
Consolidation of 55%3 reduction in the intensity of methane emissions in
the upstream segment by 2025, reaching 0.29 tCH4/thousand tHC.
REDUCE OUR
CARBON
FOOTPRINT
40%4 reduction of our withdrawn freshwater by 2030.
30%4 reduction in solid waste generated in processes by 2030.
PROTECTING THE
ENVIRONMENT
Allocation of 80% of solid waste generated in processes for RRR5 routes by
2030.
100% of our facilities with a biodiversity action plan by 2025.
(1) Our goal refers to emissions in Brazilian territory, where more than 97% of our operational emissions occur. For other emissions, we also aim for neutrality
within a period compatible with the Paris Agreement, in line with local commitments and international organizations.
(2) Our goal is to maintain the 2022 emissions level by 2030, considering the thermoelectric dispatch average of the last five years. Our commitment is not to
exceed 54.8 million tons of CO2 in 2030, except in the accentuated demand for electricity generation from thermoelectric plants due to national water scarcity
events, and considers the possibility of using carbon credits as a complementary strategy and depends on improvement in the efficiency of our operations
and divestment planned in the 2023-2027 Strategic Plan.
(3) With respect to 2015 emissions.
(4) With respect to 2021 emissions.
(5) Reuse, recycling and recovery.
PETROBRAS | Annual Report and Form 20-F | 2022
161
Strategic Plan
Measure and disseminate the social return of at least 50% of voluntary
socioenvironmental projects (by 2025).
Keep socioeconomic diagnosis of communities up to date (up to three
years) in 100% of operations (of all business units and refineries in the
portfolio).
Promote human rights and diligence the operations (100% training of
employees in HR and 100% of operations with due diligence in HR) by 2025.
CARE FOR PEOPLE
Promoting diversity by providing an inclusive working environment.
Development of impact initiatives, which contribute to the solution of
social and/or environmental problems, involving opportunities to act with
our stakeholders and customers of our products.
Promotion of safe operations, based on the protection of life, empowering
100% of the leadership in mental health and acting in the promotion of the
well-being of more than 38,000 employees.
ACT WITH
INTEGRITY
Adoption of a governance model that allows a balance between efficiency
and control.
Promotion of an environment of reference in ethics, integrity and
transparency at our company.
Encouraging the adoption of ESG practices among our stakeholders.
Our 2023-2027 Strategic Plan provides investments to strengthen our low carbon position of US$4.4 billion,
which represents 6% of total CAPEX. From this total, US$3.7 billion are for our low-carbon initiatives in our
operations (scopes 1 and 2): (i) US$2.1 billion for low carbon solutions in E&P projects, (ii) US$800 million for
the Reftop Program, (iii) US$200 million for Research and Development (“R&D”), and (iv) US$600 million for
the Decarbonization Fund.
In order to strengthen the emissions neutrality pathway, the Petrobras Carbon Neutral Program and the
Decarbonization Fund were reinforced in the 2023-2027 Strategic Plan, with the aim of financing
decarbonization solutions that reduce emissions with the lowest cost and greatest impact on carbon
mitigation. The Fund's budget in the 2023-2027 Strategic Plan is now US$600 million, representing
significant growth over the previous plan, which was US$248 million, reinforcing our commitment to
decarbonization.
Additionally, the 2023-2027 Strategic Plan investments include the amount of US$600 million for
biorefining initiatives (renewable diesel and bio jet fuel) and US$100 million for Research and Development
(R&D) of new skills.
Our 2023-2027 Strategic Plan also presents new businesses investment alternatives on renewables, as
shown in the infographic below.
PETROBRAS | Annual Report and Form 20-F | 2022
162
Strategic Plan
Innovation is a relevant element in enabling the energy transition. Our priority is to innovate to maximize
value and competitiveness in low-carbon businesses, aiming for long term diversification. Investment in
low-carbon solutions represents at least 10% of our R&D investment.
We are implementing green recycling policies for platforms in the decommissioning process, in line with the
best ESG practices available in the market.
For more information on our low-carbon transition plan see “Environment, Social and Governance -
Environment” in this annual report.
In our 2023-2027 Strategic Plan, we streamlined our ESG strategies into two key strategies: an ESG
integrated strategy covering the three aspects of ESG and another one focused on innovation and its
importance for our current and future business. Our business strategies are presented below:
PETROBRAS | Annual Report and Form 20-F | 2022
163
Strategic Plan
CAPEX - Capital Expenditure
Our projected Capital Expenditure (CAPEX) for the 2023-2027 period is US$78 billion, 15% higher than the
previous plan, and signaling that our investments have returned to the pre-Covid-19 level. An additional
US$20 billion have been allocated for chartering new oil rigs.
For 2023, we have already committed 95% of our total CAPEX. In contrast, in the last year of this Strategic
Plan, 2027, 40% of the total projected CAPEX has been committed by the Plan's approval date, indicating a
greater level of investment flexibility due to the lower proportion of commitments assumed. It is worth
noting that, throughout the life cycle of our projects, the maturity level increases, and a greater proportion
of the CAPEX will be utilized.
Most of our expenses (60%) is planned in U.S. Dollars, while the remaining part will be in Brazilian reais.
CAPEX 2023-2027*
The increased investment in E&P in our portfolio is aligned with our strategy of increasingly concentrating
funds in deep and ultra-deepwater assets, in which we have been strengthening our competitive advantage
over the years, resulting in the production of a better-quality oil with lower greenhouse gas emissions. We
continue to focus on deepwater offshore assets, especially in the pre-salt, where the greatest possible value
can be achieved. Our pre-salt discoveries are among the most important in the industry in recent decades.
Such pre-salt assets comprise large accumulations of excellent quality, low sulphur high commercial value
light oil. It is in this area that we are internationally recognized for our presence, technical capacity and
developed technology.
PETROBRAS | Annual Report and Form 20-F | 2022
164
E&P CAPEX 2023-2027
E&P investments remain focused on the Pre-Salt, with double resilience for project
sustainability
Strategic Plan
The main drivers for the US$7 billion CAPEX increase, which is 12% more than the previous plan (reaching a
level of US$64 billion in planned investments over the five years in the E&P segment), were (i) the inclusion
of Sepia 2 and Atapu 2 to our project portfolio (US$3 billion), (ii) added opportunities in complementary
projects (US$2 billion), and (iii) certain updates of macroeconomic and market assumptions and projects
amendments (US$2 billion).
As a result, 67% of our E&P CAPEX focuses on pre-salt assets and projects, particularly the Santos Basin,
which concentrates pre-salt assets and boosts production growth, allocating US$38 billion out of US$64
billion towards this segment. We will invest in 11 new FPSOs. Of these new units, the development of the
Búzios field covers seven FPSOs under implementation by 2027. US$23 billion (more than 50% of Pre-salt
CAPEX) will be allocated to the Búzios field. The HISEPTM (Subsea High Pressure Separation System)
technological innovation will be applied in the Mero field. Installed capacity should increase from 230,000
barrels per day in 2022 to 770,000 in 2027, with the implementation of three new FPSOs.
In the 2023-2027 Strategic Plan, the Campos Basin will still remain an important asset for us, which will
account for an investment of US$18 billion of the total amount planned for the E&P segment and five new
FPSOs.
With the goal of seeking new oil and gas frontiers, including opportunities in non-associated gas, the plan
considers total exploration investment of US$6.0 billion, and 49% of the investment will be allocated for the
drilling of 16 wells in the Equatorial Margin.
PETROBRAS | Annual Report and Form 20-F | 2022
165
REFINING & NATURAL GAS STRATEGIES
Strategic Plan
In the Refining segment, our strategy is focused on assets near the largest oil supply and the largest
Brazilian consumer market, taking advantage of greater synergy and integration with our E&P assets.
Consistent with our portfolio management strategy, we are maintaining our divestment plan, with respect
to our current refining units and, in contrast, increase our investment in upgrades to our remaining
refineries to increase S-10 diesel production, biorefining capabilities and operational efficiency while still
lowering emissions.
We have 10 refineries located in different regions in Brazil. Our strategic goal is to keep only five refineries
in the Southeast. For the next five years, the estimated CAPEX is US$9.2 billion in the Refining, Gas and
Power segment, of which US$7.8 billion will be invested in the Refining segment and US$1.4 billion will be
allocated to the G&P segment. Investments will be concentrated in the projects highlighted below.
PETROBRAS | Annual Report and Form 20-F | 2022
166
REFINING, GAS AND POWER CAPEX 2023-2027
Expansion and modernization of the refining facilities with high quality low carbon
products
Strategic Plan
We continue to focus on the operational and energy efficiency of our refining units and on higher quality
products with a lower carbon footprint, with the spotlight on investments in biorefining. The plan foresees
investments in eight new processing units, in addition to six large-scale adaptation works in existing units.
The Refining RefTOP program represents a noteworthy investment of US$800 million, which aims to place
our refineries among the best in the world in terms of energy efficiency and operational performance in
natural gas, steam and electricity use. We have advanced in the maturity of this portfolio of projects,
totaling 148 projects, with 100 in energy efficiency.
When we looked at the expansion and adequacy of the refinery units, we concluded that taking advantage
of the opportunities in the existing refining park proved to be the most economical and attractive for
refining and for our company.
In the Gas & Power segment, the 2023-2027 Strategic Plan highlights the continuity of the strategy of own
gas commercialization, with commercial actions aligned with the increases in capacity, resulting from
investments in infrastructure expansion and own natural gas supply. Our investments are focused on Route
3 and natural gas processing unit to enable a natural gas outflow from pre-salt production. The Route 3
Integrated Project, of which the Natural Gas Processing Unit (UPGN) is a part, is strategic for us, as it will
make it feasible to flow and process 21 million m³/d of natural gas produced in the Santos Basin's pre-salt
pole and increase the offer of natural gas to the Brazilian market. We estimate to start gas processing
operations at the GasLub Cluster in 2024.
PETROBRAS | Annual Report and Form 20-F | 2022
167
TRADING AND LOGISTICS CAPEX 2023-2027
To be the best option for customers in Brazil and abroad
Strategic Plan
The Trading and Logistics (“T&L”) business unit will intensify its operations in strategic markets in Brazil
while continuing to expand and strengthen its operations in foreign markets by attracting new customers
and constantly seeking the best opportunities to enhance the value of its oils and products. Another focus
of the area is the optimization of the logistics infrastructure with the removal of bottlenecks in the flow of
products and oils, inventory optimization and reduction in the fleet's emission indexes.
Production of Oil, NGL and Natural Gas
Our oil and gas production curve, projected for the 2023-2027 period, indicates continued growth, even
considering divestments, explained by the development of new production systems and complementary
projects.
In line with our strategic focus, E&P activities are concentrated in deep and ultra-deepwaters in Brazil.
Production from the pre-salt will account for 78% of our total production by the end of the five-year period.
The production curve incorporates the start-up of 18 new platforms (FPSOs) in the period 2023-2027, 11
chartered, six owned and one non-operated.
The production target for 2023 was maintained at 2.1 million barrels of oil per day, with a variation of 4% up
or down, considering adjustments from the Sepia and Atapu Coparticipation Agreement, which reduced 0.1
million boed in relation to the previous plan. The total production target for 2023, including oil and natural
gas, was also maintained at 2.6 million boed, considering a variation of 4% up or down.
Our oil production projection for 2024 and 2025 was reduced by approximately 0.1 million bbl/d in
comparison with the past plan, due to adjustments in the well subsea tie-back schedule.
All total and commercial production projections remained unchanged for the 2023-2027 Strategic Plan.
PETROBRAS | Annual Report and Form 20-F | 2022
168
TOTAL PRODUCTION
Strategic Plan
Below, we present the schedule of our new units through 2027. In the next five years, we will have 18 new
FPSOs that will come into operation, 14 in pre-salt and four in post-salt. The pre-salt in the Búzios field will
receive the largest number of units with seven new systems, matching the magnitude and high productivity
of this asset.
PETROBRAS | Annual Report and Form 20-F | 2022
169
IMPLEMENTATION OF 18 FPSOS, ABOUT 50% OF THE WORLD'S FPSOS
Strategic Plan
The beginning of operations of FPSO P-71, installed in the Itapu field, in the Santos Basin pre-salt area, was
originally scheduled for 2023, but it occurred in December 2022, earlier than previously planned.
The units that we plan to start operating by 2026 are already contracted. The three units planned for the
year 2027 are currently in the contracting stage.
PETROBRAS | Annual Report and Form 20-F | 2022
170
Strategic Plan
Financing
The main assumptions for the financeability of the 2023-2027 Strategic Plan are:
_ Competitive prices, aligned to the international market;
_ Reference cash of US$8 billion, which is higher than our minimum cash, which is currently US$5
billion;
_ Dividends in accordance with our current dividend policy;
_ Gross debt reference range of US$50 billion to US$65 billion; and
_ Liability management: debt lengthening and maintenance around US$55 billion.
It is worth noting that the 2023-2027 Strategic Plan is self-financing for the next five years, with
approximately 52% of its cash generation going back to Brazilian society as a whole through dividends paid
to the Brazilian federal government plus taxes and government take.
SOLID AND SELF-FUNDING PLAN FOR THE NEXT FIVE YEARS
~52%1 OF CASH GENERATION RETURNS TO BRAZILIAN SOCIETY
The 2023-2027 Strategic Plan considers an active portfolio management, with expected divestments
between US$10 billion and US$20 billion over the five-year period, which should contribute to improve
operational efficiency, return on capital and additional cash generation to make new investments that are
more consistent with our strategy. Active management allows us to focus on assets that have the potential
to raise the expected return on our portfolio in a sustainable way and/or reduce the risks perceived by us.
Our Strategic Plan mirrors the importance of a strong company that is healthy and generates resources. In
the Strategic Plan’s future, we forecast the payment of total taxes and government’s share of US$195-205
billion. When added to our dividends, in accordance with the current shareholder dividend policy, this
amount, which will go to the Brazilian federal government and all the other shareholders, represent over
52% of our expected operational revenue generation.
PETROBRAS | Annual Report and Form 20-F | 2022
171
Strategic Plan
Crude Oil Price and Exchange Rate
Future calculations have been carried out assuming an average Brent Crude Oil price of US$85/bbl
in 2023, US$80/bbl in 2024, US$75/bbl in 2025, US$70/bbl in 2026 and US$65/bbl in 2027. We
assume an average real/U.S. dollar exchange rate of R$5 to US$1 between 2023 and 2026, and R$4.9
to US$1 in 2027.
PETROBRAS | Annual Report and Form 20-F | 2022
172
Strategic Plan
Digital Transformation
We believe that, as a leading energy company, it is important to continuously evolve and deploy high value
innovative industrial solutions leveraged by digital technologies. Therefore, we continue to develop a
consistent and integrated innovation system aligned with our strategic pillars.
Our digital transformation and innovation strategy is "innovate to generate value in today's and the future's
businesses, achieving our decarbonization goals". It is implemented by a framework and managed in a way
that accelerates the generation of results through innovation at scale. The framework is called the
Innovation Machine and integrates several capabilities, processes and resources. This is how we are
organized to deliver strategy.
INNOVATION FRAMEWORK
Innovation Teams - through innovation, these teams add value by establishing a partnership between the
departments dedicated to technology and innovation with the departments dedicated to businesses. It is
necessary to enable the teams to overcome our challenges, accessing knowledge, resources, and guidelines;
prioritizing an innovation portfolio based on our goals and strategic programs, ensuring that any results
have adoption at scale.
Centers of Excellence ensure that the expertise and resources required for value deliveries are available
and accessible, identify, standardizes, and ensure the execution of value deliveries, and identify and engage
appropriate partners to carry out their activities.
PETROBRAS | Annual Report and Form 20-F | 2022
173
Strategic Plan
Connections for Innovation is our open innovation program, designed to accelerate technological
development and add value to us. The program’s main goal is to find the best partners to cooperate with
and develop, test or commercialize technologies, thereby increasing competitiveness and transparency in
our processes and providing better alignment incentive for the innovation ecosystem.
Structuration/Sustenance layer deploys the infrastructure, technology platforms and processes needed
to achieve business objectives and generate value.
Information Security/Protection facilitates and accelerates Digital and Cultural Transformation through
cyber and personnel security, enabling innovation.
We leverage innovation through the activation of this framework, which allows the use of resources,
knowledge, and technology wherever they are.
Innovation Teams
The innovation teams are structured in modules, as follows:
Value Streams teams are aligned to a valuable stream of work, empowered to build and deliver value. They
are designed to be as independent as possible, minimizing hand-offs to other teams to perform the work.
Business and technology work together in these teams, with a clear definition of roles such as Product
Manager (PM), Product Owner (PO), Agile Master and Development. We ended 2022 with 190 teams
organized in 15 Agile Release Trains (ART). Every quarter, at each ART, these teams plan, execute, check and
adapt together, oriented by objectives and key results aligned with our strategy.
Innovation in Process Robotization and Digitalization teams combine expertise, process and technology
platforms and have delivered value through digital technology across our value chain. Examples of this
team’s work include enabling our competitive performance in the new gas market, transforming the
material supply process reducing the service time from 30 to less than two days, enabling teams all over our
company to deploy and evolve their own digital service flows or automating more than 34% of SOX controls.
Those projects have produced results such as 1.2 million man-hours saved per year, more than 220 robotic
processes automated and developed and dozens of digitized processes.
R&D&I teams have a history of successfully developing and implementing innovative technologies, from oil
basin exploration and deployment of production systems in deepwaters to refining and production of oil
derivatives and petroleum products. Our efforts received four Offshore Technology Conference (OTC)
awards (1992, 2001, 2015 and 2020). Furthermore, in 2019, the Brazilian edition of the Conference (OTC
Brasil) also granted us a Distinguished Achievement Award.
We are investing in digital technologies to optimize our refineries’ operation in an even more efficient way,
with flexibility and safety. Our R&D is working towards the development of new process technologies to
modernize our refineries through our REFTOP program. For more information, please see “Our Business –
Refining, Transportation and Marketing - RefTOP - World Class Refining program” in this annual report.
Furthermore, our R&D project portfolio supports market diversification initiatives in an energy transition
context, to prospective revenue channels where technology is an advantage, such as CO2 Capture, Use and
Sequestration (“CCUS”), Biofuels and renewable products, as well as the development of new products and
commercialization methods.
Our research and development center (“CENPES”) is one of the largest facilities of its kind in the energy
sector and one of the largest in the southern hemisphere. The CENPES facility has a total area of 308,000
m2, including 116 laboratories and more than 4,600 pieces of equipment, with cutting edge technology.
CENPES’ mission is to “imagine, create and make today the future of Petrobras.” As of December 31, 2022,
this facility had 1,053 employees, 90.6% of which are dedicated to research and development. We also have
some semi-industrial scale prototype plants throughout Brazil that are located near our industrial facilities
and are aimed at fast prototyping and scaling up new industrial technologies at reduced costs. We are
continuously engaged in several activities relating to research and development. We also conducted joint
research projects with universities and research centers in Brazil and abroad, as well as with suppliers,
PETROBRAS | Annual Report and Form 20-F | 2022
174
Strategic Plan
startups and other operators in order to develop technologies to support the Strategic Plan, in addition to
anticipating trends and investing in technological routes aligned with our strategy.
In 2022, we invested US$792 million in research and development. We are one of the companies, among the
major oil and gas companies, that has invested the most in R&D over the last few years, according to
Evaluate Energy. About 32.6% of our R&D portfolio is intensive digital technologies such as big data, high
performance computing and artificial intelligence in order to support the development of our business.
Our patents portfolio covers all our areas of activities. Currently, we have 1,218 patent applications under
review, 478 in Brazil and 740 abroad, within 45 countries. In 2022, we filed 351 patents: 223 abroad and 128
in Brazil, surpassing, for the second consecutive year, our record for filings in a single year among Brazilian
institutions. As we pursue valuable results in research and development, we are exploring new ways to
innovate through disruptive technologies, digital transformation, and start-up engagement.
Safety Innovation Lab teams work to provide innovative solutions and technologies focused on software
and hardware products to accelerate our ambition to zero fatalities and to reduce other issues in HSE such
as, absenteeism, leakages, and their impacts, with a focus on agile deployment to reduce the impact on life
and the environment. The teams focus on generating value in occupational and process safety and health
through the efficient implementation of solutions developed and tested in controlled and representative
environments, in order to offer solutions to predict and prevent risks. The teams are able to achieve this by
actively monitoring workers and workspace or reducing human exposure to risk by application of
technologies such as wearables, intelligent video analytics, robotics and drones.
Centers of Excellence
Center of Excellence in eXtended Reality (XR): The Center of Excellence in eXtended Reality (XR) is based
on an innovative project carried out between 2020 to 2022 (in Microsoft Mixed Reality using Hololens 2) that
raised the need for solutions in virtual, augmented and mixed reality.
Cloud Computing Center of Excellence (CCC): Enable us to adopt a public cloud that supports our Digital
Transformation Program. CCC has built a multi-cloud hybrid computing environment, bringing together all
the capabilities of cloud providers with on-premises data and connectivity, driving security, data access and
governance, as well as the high scale use of cloud native services in the process of building business
solutions.
Center of Excellence in High Performance Computing (HPC): In 2022, with the release of PÉGASO, the
largest and most environmentally friendly supercomputer in Latin America, we now have the four largest
and most environmentally friendly supercomputers on the continent, along with Dragão, Atlas and Fênix1.
Combined with use of public cloud technology, our investment in high-performance computing are
essential to support upstream strategic programs such as EXP100 and PROD1000. For more information
about EXP100 and PROD1000, see “Our Business – Exploration and Production.”
Data: Throughout 2022, we evolved in the development of our data platform, Ambiente Integrado de Dados
e Analytics (AIDA), with architecture definitions, processes, front-end and three teams instantiated. OSDU
was deployed in the Azure cloud environment with data from wells and logs. We developed the use of Azure
API Management at scale, and reached 89% centralization of solutions using the integrated E&P database.
Center of Excellence in Analytics and Artificial Intelligence: In 2022, the Analytics and AI CoE accelerated
our qualification journey in analytics and data science. In terms of technology, the CoE has built the data
science marketplace, a tool that aims to simplify and streamline how a cloud environment is provisioned,
through which data scientists have access to various cognitive services in a complete environment for
developing machine learning and artificial intelligence models.
Center of Excellence in Process Automation (CERD): In 2022, CERD had the challenge to migrate its RPAs
(Robotic Process Automation) to handle SAP S/4 instead of R/3, and lay the groundwork to increase
—
1 According to the TOP500 and GREEN500 lists, published in June 2022.
PETROBRAS | Annual Report and Form 20-F | 2022
175
Strategic Plan
hyperautomation. In addition, CERD was awarded third place as the best automation success case at
Imagine, the largest Automation Anywhere Conference. Using the NOW Plataform, CERD consolidated the
Enterprise Service Catalog unifying and disabling more than four legacy applications, improving user
experience and efficiency. After all, CERD established new partnerships with Outsystems for Low-code and
BPMS demands and Celonis for Process Mining.
Relationship Management Center of Excellence (CEGR): We have hired a CRM (Customer Relationship
Management) platform to support our trading operation. The goal is to increase performance and
partnership with our clients in the most competitive scenario of the oil and gas market. In November 2022,
a Beta version of the new business portal was launched, aiming to replace the “Canal Cliente” (Customer
Channel) with new features such as Financial Information, Truck Scheduling, Contact Us and Executive
Menu. In addition, artificial intelligence, technologies, omnichannel, 360 vision and analytical capabilities,
will complete the solution that will run in a modern and integrated cloud environment.
Agile Center of Excellence (CEA): We continue to expand our adoption of agile principles to accelerate
results and stimulate innovation at a rapid pace. To date, 15 Agile Release Trains have been launched,
transforming 190 teams and involving over 1300 people across IT and business participants and
stakeholders. The Agile Center of Excellence offers training and coaching to enable transformative
initiatives and our Strategic Programs.
Connections for Innovation
Connections for Innovation is our open innovation program, designed to accelerate technology
development and add value to us. The program’s main goal is to find the best partners to cooperate with
and develop, test or commercialize technologies, thereby increasing competitiveness and transparency in
our processes and providing better alignment and incentives for the innovation ecosystem. In 2022, we
improved the website https://tecnologia.petrobras.com.br, which aims to utilize a systematic approach
with the external ecosystem. The site hosts the program called ‘Petrobras Conexões para Inovação’
(Petrobras Connections for Innovation), which compiles all of our open innovation initiatives. The
information available on our website is not and shall not be deemed to be incorporated by reference in this
annual report.
The program consists of different modules, each designed for a specific type of opportunity that relies on
three main variables: (i) the target audience (students, universities, technology institutes, startups, large
companies, etc.), (ii) the business model and (iii) the technology readiness level (TRL).
Modules descriptions and main achievements in 2022 include:
Open Lab Module: This module concentrates opportunities to develop open-source software through
GitHub. This modality of software development initiated by us in 2022 and two repositories have been
published so far.
Pre-Commercial Procurement Module: This module was designed to concentrate opportunities ranging
from TRL 2 to TRL 7 (“TRL” or “Technology Readiness Level”), this module allows us to assume the
technological risk in the development phase of the technology and enables us to link the development and
expansion phases, making it more attractive to companies. In 2022, three new contracts were signed to
develop technologies such as subsea pipeline inspection, petrochemical processing and digital twin of
Artificial Lifting and Flow Assurance.
Technology Transfer Module: In this module, we offer licensing agreements of our technologies, thus
increasing the number of companies able to provide services from technologies developed internally by us,
in exchange of royalties. In 2022 nine new licensing contracts were signed.
Ignition Module: This module promoted a partnership with a Brazilian university to encourage
experimentation, challenging young people to co-create solutions for the digital transformation of the oil
and gas sector. In 2022, 24 students participated in three cycles of ideation and experimentation, focusing
on challenges on carbon footprint, digital twins and wearable for offshore operation and safety.
PETROBRAS | Annual Report and Form 20-F | 2022
176
Strategic Plan
Startup Module: This module seeks to develop solutions and business models for innovative startups and
small companies through innovation projects. Successfully completed projects have the possibility of
carrying out field tests of the pilot batch or pioneering service. In 2022, we released the fourth edition of
our public call for startups and selected 23 companies to work on 19 challenges, representing a total
investment of more than US$3 million. In this edition, there were challenges in robotics, carbon reduction,
digital technologies, corrosion, geologic modeling, and inspection technologies.
Solutions Acquisition Module: This module aims to test innovative solutions that have been developed by
the innovation ecosystem through Public Procurement of Innovation (PPI) contracts. Each PPI contract can
reach a total investment of US$300 thousand to test the solution. In 2022, we signed Brazil’s first PPI
contract, published 12 opportunities and signed 11 PPI contracts in total, representing a total investment
of more than US$1.5 million.
Technological Partnership Module: Through this module, we offer Technological Cooperation Agreements
(TCAs) focused on low TRLs, thus requiring strong engagement with academia. In 2022, 227 new TCAs were
signed with our innovation department, most of them with Brazilian technological institutes, representing
a total investment of more than US$170 million.
Resident Module: This module was created to increase interaction with our external partners (universities,
technology companies and R&D centers), improving synergy and speeding up internal projects and learning
curves associated with emerging technologies, by bringing researchers of our actual partnerships to work
in our research center. The 17 researchers participating in the 2022 module are linked to cooperation and
technology service agreements and work in our facilities with access to laboratories, software, computing
capacity, and internal database. We are structuring the next phase that will allow the application of foreign
researchers. Through this module, we intend to strengthen the connection with researchers around the
world, generating extra value and innovation for our business.
Sustenance / Structuring
Through this work front, we seek to ensure the availability and quality of transversal and multi-user
services, equipment and technologies, with cost efficiency, security and sustainability. We are focused on
executing and improving processes and the efficient allocation of resources, as well as providing access to
the knowledge needed to support our digital transformation and innovation, through the Digital
Transformation Academy.
Contributing to the strategy of propelling us into the future, we work in partnership with the Centers of
Excellence in the developing and offering training and education programs. Since 2020, over 1,400
employees have been trained and qualified to work in new roles, such as data scientist, agile master and
cloud architects. Additionally, more than 11,400 of our employees from all departments have completed
courses in areas of technological expertise.
We also highlight as relevant deliveries the expansion of our telecommunications connectivity capacity,
with submarine fiber optic projects and wireless network coverage, improving the efficiency of operations
in offshore and onshore environments. This also contributes to the acceleration of digital transformation,
renewal and infrastructure optimization and systems support. The focus on the use of cloud computing,
new communication channels and digital service, and the implementation of infrastructure projects, aimed
at maintaining and modernizing our physical and technological facilities, enables greater efficiency in our
operations and increases the productivity of our employees.
PETROBRAS | Annual Report and Form 20-F | 2022
177
Strategic Plan
Protection
Information security plays a crucial role in our day-to-day operations and is being treated as a priority and
an innovation-enabler in our journey of digital transformation. Since 2020, we have utilized the Center of
Excellence in Treatment and Response to Security Events, which is focused on the cyber protection of our
technological and operational assets, including industrial and control systems, so that we have solid
processes to protect our digital environments in line with the best market practices, subject to constant
improvements. Based on reference frameworks and with oil and gas industry peer benchmarks, we
developed a work plan that has elevated us in our market regarding security management maturity, both in
corporate and automation environments.2
Cyber-attack attempts are promptly identified and properly managed by our security ecosystem, including
people, processes and security technology. As a result, in 2022 we did not have any operational or
reputation impact due to cyberattacks able to compromise our corporate and industrial environments.
We also lead a national intelligence network with more than 50 organizations that share information about
cyber-attacks, considerably improving our preventive processes and defenses.
Since 2021, we are member of a selected world reference forum in Information Security - FIRST (Forum of
Incident Response and Security Teams). It brings together a wide variety of cyber security and incident
response teams, including industrial, government, commercial and academic sectors with representation
from different countries. This organization works mainly with cyber-attacks prevention, helping to increase
the level of maturity of information security on a global scale.
Privacy is another relevant topic for us. We see the legislation on the protection of personal data as an
opportunity to evolve our system to greater maturity, adding continuous improvements to our privacy
processes. According to Brazilian Law No. 13,709/2018 – Lei Geral de Proteção de Dados Pessoais (General
Personal Data Protection Law - “LGPD”), we will be subject to penalties in cases of disclosure or misuse of
personal data.
To achieve excellence, the process is conducted through a governance model, and the adoption of technical
and administrative measures to respond to legal requirements, mitigate data breaches risks and guarantee
the data rights of employees and stakeholders as data subjects.
—
2 According to NIST (National Institute of Standards and Technology) Cybersecurity Framework (“CSF”) and Gartner´s IT Score for Security and Risk Management.
PETROBRAS | Annual Report and Form 20-F | 2022
178
Environment, Social
and Governance
Environment, Social and Governance
Environment
The protection of human health and the environment is one of our primary concerns and is essential to our
success. Each year, we maintain a set of initiatives focused on the prevention of accidents and the
preservation of life and the environment, aligned with our Commitment to Life Program. The Program,
which is composed of structured projects based on the critical analysis of health, safety and environment
(“HSE”) management, with reference to the best market practices, seeks to achieve our zero fatalities and
zero leaks goals while strengthening our vision of being an example of HSE for the industry with the
following principles:
1.
2.
3.
4.
5.
HSE as value;
Respect for Life;
Risk-Based Management;
Business Sustainability; and
Excellence and Transparency in Performance.
The main initiatives of the Program for 2022 were the following:
PETROBRAS | Annual Report and Form 20-F | 2022
180
HSE INVESTMENTS (US$ billion)
Environment, Social and Governance
Our HSE investments are directed
towards: our operations,
reduction of emissions and waste
from industrial processes,
management of water and
effluent use, repair of impacted
areas, implementation of new
environmental technologies,
modernization of our pipelines
and improvement of our capacity
to prevent and respond to
emergencies. In addition, we
support several
socioenvironmental projects.
Our development of business with suppliers also comprises environmental requirements according to the
best practices in the industry. Contracted companies must present evidence and certifications related to
compliance with HSE standards and confirm that they comply with all applicable requirements, laws,
regulations and ESG best practices, according to new commitments formalized in 2022.
Since 2019, we have been certified by the Association for Supply Chain Management (ASCM) Enterprise
Certification, which is the industry’s first and only corporate supply chain designation that demonstrates
social responsibility, economic sustainability, and ecological stewardship, recognizing that our
Maintenance, Repair and Operations (MRO) and project materials supply chains are meeting the process,
people, practices and performance standards for ethics, sustainability and economic responsibility.
As a result of the 2019 MRO supply chain certification process by the ASCM, we started working with a focus
on synchronizing its echelons, from planning to delivery, as well as improving inventory management.
In September 2022, we won the ASCM Award of Excellence in the Corporate Transformation category, in
recognition of our superior performance and dedication to advancing the field of supply chain management.
The award recognized the advances achieved by our MRO and project material supply chain, from actions
that generated impact such as increased availability, optimization of inventory and fiscal responsibility.
Total Recordable Injury
Safety is one of our core values.
The two key goals of our HSE management are eliminating fatal accidents and achieving top-notch
performance when it comes to the prevention of injuries to our employees and to third parties. In 2022, we
trained our employees in process safety, HSE aspects in contracts, behavioral auditing and began the
construction of the Human Factors Journey, with a greater emphasis on ergonomics in projects and
operations.
The TRI rate is one of the metrics monitored by our senior management for matters of health and safety.
The evolution of the TRI reflects the implementation of several initiatives for the promotion of our safety
culture, trainings and our HSE management assessment program.
PETROBRAS | Annual Report and Form 20-F | 2022
181
Environment, Social and Governance
After obtaining a TRI result of 0.68 in 2022, in our 2023-2027 Strategic Plan, we established an acceptable
limit of 0.7 for 2023, which is lower than the industry benchmark. We expect this result to place us among
top oil and gas companies in terms of safety. Since 2016, our Health, Safety and Environment department
has promoted the Commitment to Life Program each year, which includes actions and projects aimed at
improving results in HSE programs. The performance results of the previous year is one of the main factors
considered in the Commitment to Life Program planning.
TOTAL RECORDABLE INJURY RATE – TRI (1)
1)
In 2022, we obtained a TRI of 0.68, 26% higher than in 2021, when we had achieved a TRI of 0.54.
Although we develop prevention programs in all of our operating units, unfortunately we recorded five
fatalities involving our own and contractors’ employees in 2022 (compared to three fatalities in 2021). Our
procedure is to investigate all incidents reported in order to identify their causes and take preventative and
corrective actions. These actions are regularly monitored once they are adopted. In case of serious
accidents, we send company-wide alerts to enable other operating units to assess the probability of similar
events occurring in their own operations.
PETROBRAS | Annual Report and Form 20-F | 2022
182
Environment, Social and Governance
Environmental impacts
MAIN IMPACTS
We are an energy company focusing on oil and gas. We therefore use natural resources and impact the
ecosystem through our activities. However, we seek to reduce the impacts of our activities on the
environment. In 2022, we invested US$810 million in environmental projects, compared to US$708 million
in 2021 and US$508 million in 2020. These environmental projects continue to primarily include actions
directed at reducing emissions and waste from industrial processes, managing effluents and the rational
use and reuse of water, managing risks and impacts on biodiversity, remediation of contaminated areas,
recovery of degraded areas, implementation of new environmental technologies, modernization of
pipelines, improvement of the capacity to respond to emergencies and the safety of our operations.
For more information on our ESG strategics and goals, see “Strategic Plan” in this annual report.
Spills and Environmental Remediation Plans
Oil and oil product spills totaled 218.03 m3 in 2022, compared to 11.6 m3 in 2021.
We are constantly seeking to improve our standards, procedures and leakage response plans, which are
structured at the local, regional and corporate levels.
PETROBRAS | Annual Report and Form 20-F | 2022
183
Environment, Social and Governance
Since 2019, the “Mar Azul” (Blue Ocean) program has the goal to identify and address the main causes for
loss of primary containment events. The program continues to integrate one of our most important HSE
program, called “Programa Compromisso com a Vida” (Commitment to Life Program). Since 2020 this
program continues to incorporate lessons learned from the loss of containment events that occurred over
this period, integrating safety barriers, processes and routine activities on our Production Units, being part
of an active management that keeps continuously searching for improvement opportunities.
In 2022 our oil spill result was heavily impacted by an event that represented 88% of the spills, which caused
our Oil Spills Volume Indicator (VAZO) to reach a value of 218.03 m³. The causes of the event were analyzed
and integrated into the Mar Azul program in order to incorporate what was learned in the process. It is
important to note that, although our 2022 result represents an increase compared to 2021, the volume
spilled is still lower when compared to the average performance of our Peer Group in 20211, which showed
a volume of 936.8 m³ of oil spilled from events greater than one bbl.
As part of our environmental plans, procedures and efforts, we maintain detailed response and remediation
contingency plans to be implemented in the event of an oil spill or leak from our offshore operations. The
Brazilian Institute of the Environment and of Renewable Natural Resources (“IBAMA”) audits, approves and
authorizes the execution of these programs.
In order to respond to these events, we have dedicated oil spill recovery vessels fully equipped for oil spill
control and firefighting, support boats and other vehicles, additional support and recovery boats available
to fight offshore oil spills and leaks, containment booms, absorbent booms and oil dispersants, among
other resources. These resources are distributed in Environmental Defense Centers, located in strategic
areas to ensure rapid and coordinated response in case of onshore or offshore oil spills.
We have approximately 300 trained workers available to respond to oil spills 24 hours a day, seven days a
week, and we can mobilize additional trained workers for shoreline cleanups on short notice from a large
group of trained environmental agents in the country. While these workers are located in Brazil, they are
also available to respond to an offshore oil spill outside of Brazil.
Since 2012, we have been a member of the Oil Spill Response Limited (“OSRL”), an international organization
that brings together over 160 corporations, including major, national and independent oil companies,
energy related companies as well as other companies operating elsewhere in the oil supply chain. OSRL
participates in the Global Response Network, an organization composed of several other companies
dedicated to fighting oil spills. As a member of the OSRL, we have access to all resources available through
that network, and also subscribe to their Subsea Well Intervention Services, which provide swift
international deployment of response-ready capping and containment equipment. The capping equipment
is stored and maintained at bases worldwide, including Brazil.
In 2022, we rejoined the membership of the Association of Oil, Gas and Renewable Energy Companies of
Latin America and the Caribbean (“ARPEL”) in order to improve its internal processes and share technical
expertise with other operators and regulators in Latin America.
In 2022, we conducted 16 emergency drills: three in person, three fully remote and ten in a hybrid format.
We continue to evaluate and develop initiatives to address HSE concerns and to reduce our exposure to HSE
risks on capital projects and operations.
—
1 Data on leaked volumes from operations, extracted from sustainability or similar reports published by companies that make up our peer group (BP, Shell, Total,
Exxon Mobil and Equinor). As of the filing of this annual report, not all data regarding volumes leaked by companies in our peer group for 2022 had been released.
PETROBRAS | Annual Report and Form 20-F | 2022
184
Environment, Social and Governance
Air Emissions and Transition to Low Carbon
Our actions related to climate change are supported by three pillars: i) carbon quantification and
transparency, ii) resilience of our position in oil and gas facing low carbon transition and iii) strengthening
of our skills to create value in low carbon.
We work to ensure that carbon risks and opportunities are correctly captured in scenarios, quantified, and
considered in our decisions, for the sustainability and resilience of our business. We adopted transparency
in carbon as a value. We highlight our public support of the Task Force for Climate-Related Financial
Disclosures (TCFD) and adopt TCFD’s recommendations as a reference in climate-related disclosures. We
also consider frameworks of Sustainability Accounting Standards Board (SASB), IPIECA, Global Reporting
Initiative (GRI) and International Association of Oil and Gas Producers (IOGP) as external references for
disclosures and performance.
Our priority
is to operate at low cost and superior emissions performance, safeguarding our
competitiveness in world markets in the context of deceleration and subsequent retraction in demand, low
oil prices and carbon prices. Our projects are evaluated assuming a long term brent crude oil price of US$55
per barrel. To achieve the resilience of our portfolio, all projects must also be profitable in our resilience
scenario, which provides an accelerated energy transition with a significant reduction in the price of fossil
fuels, assuming a value of crude oil of US$35 per barrel in the long term. These are stringent assumptions
for the price of oil, aligned with the scenarios compatible with the goals of the Paris Agreement.
The challenge of achieving emissions neutrality is vast, and we recognize that we have many, but not all, the
answers on how to get there. Since 2021, we have used the methodology of the Marginal Abatement Cost
Curve (MACC) to compare the potential for abatement of operating emissions of opportunities in the short,
medium and long term.
Innovation is a relevant element in enabling the energy transition. Our priority is to innovate to maximize
value and competitiveness in low-carbon businesses, aiming for long term diversification.
In 2022, our performance in terms of GHG emissions was as follows2:
Total GHG emissions of 48 million tCO2e, compatible with our target to reduce total operational GHG
emissions by 30% by 2030, compared to 2015;
Carbon intensity in E&P of 15 kgCO2e/boe3, on track for achieving the medium-term target of 15
kgCO2e/boe in 2025, maintained until 2030;
Carbon intensity in refining of 37.9 kgCO2e/CWT4 on track for achieving the medium-term target of
36 kgCO2e/CWT in 2025 and of 30 kgCO2e/CWT in 2030.
In 2022, the low thermoelectric dispatch affected our operational emissions results. Additionally, our
initiatives related to energy efficiency and reduction of losses in our operations and divestments completed
by the end of 2021 and through 2022 were factors for reducing GHG emissions.
—
2 The 2022 GHG emissions performance results presented in this annual report will be subject to third party audit, and although we do not
expect significant differences, the audited results may differ from the results presented herein.
3 The kg CO2e / boe indicator considers gross oil and gas production (“wellhead”) in its denominator.
4 The kg CO2e/CWT indicator was developed by Solomon Associates specifically for refineries in Europe, and was adopted by the European
Emissions Trading System (EU Emissions Trading System, EU ETS) and by CONCAWE (association of European oil refining and distribution
companies and gas). A refinery’s CWT (Complexity Weighted Tonne) considers the potential for GHG emissions, in equivalence to distillation,
for each process unit. Thus, it is possible to compare emissions from refineries of various sizes and complexities.
PETROBRAS | Annual Report and Form 20-F | 2022
185
Environment, Social and Governance
We are committed to continue improving the GHG emissions efficiency of our E&P activities. After years of
producing oil and gas, it is natural for the fields to change over time. Therefore, to expand production levels,
it is necessary to employ energy-intensive techniques, such as water and/or gas injection. Thus, such fields’
water production and energy demand tend to increase, and the rate of oil production tends to decrease.
This affects GHG emissions intensity, reflecting the challenge to offset GHG emissions intensity of the fields
that have produced oil for longer periods of time in the portfolio. In this sense, the 18 new FPSO planned in
the 2023-2027 Strategic Plan become a challenge and an opportunity to reduce the carbon intensity.
Our carbon intensity targets (E&P and Refining) represented a coverage of 82% of emissions from activities
we operated in 2022.
Our strategy also focuses on collaboration, and we have continued to partner with other companies and
with the science, technology and innovation community. We highlight, for instance, our participation in the
Oil & Gas Climate Initiative, our support for the World Bank’s “Zero Routine Flaring by 2030” initiative and
for the Oil & Gas Methane Partnership 2.0 (OGMP), a global initiative coordinated by the UN dedicated to
the quantification and management of methane emissions, focusing on climate change mitigation.
is available on our website at
In addition, we note that our Climate Change Supplement
www.petrobras.com.br/ir, which details our contributions to reducing the carbon intensity of our energy
supply and how we aim to remain competitive in an evolving context. The information available on our
website is not and shall not be deemed to be incorporated by reference in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
186
Environment, Social and Governance
Social Responsibility
Human Rights
A commitment to human rights is key to the sustainability of our business. Several documents governing
our activities detail our approach to human rights, as follows:
Code of Ethical Conduct: addresses issues such as respect for diversity, equal opportunities, fair
labor relations, health and safety assurance for workers and the right to free association.
Guide to Ethical Conduct for Suppliers: reinforces that our suppliers must promote dignified and
safe working conditions for their employees and fight against child and slave labor, in addition to
promoting diversity, gender and racial equality as well as the inclusion of people with disabilities.
Human Rights Guidelines: direct our actions, as far as respect for human rights is concerned, in all
the activities and regions where we operate and throughout the life cycle of our projects and
operations.
Human Resources Policy: states that we must provide employees with a good working environment
that promotes diversity and relationships based on trust and respect, without tolerating any form
of harassment or discrimination.
Social Responsibility Policy: seeks to prevent and mitigate negative impacts on our direct activities,
supply chain and partnerships. It is based on our respect for human rights and seeks to fight against
discrimination in all its forms, setting forth standards related to social risk management, community
relations and social investment present in the guidelines related to these subjects.
Sustainability Report: our reported indicators and actions follow the Sustainable Development
Goals outlined in the sustainability report: Correlation with Global Reporting Initiative (“GRI”)
Indicators, Sustainable Development Goals (“SDGs”) and Global Compact Principles. We use the
IPIECA Oil and Gas Industry Guide for Voluntary Reporting as a supplementary reporting
methodology.
Our commitments to respecting and advocating for human rights are also evident through initiatives in
favor of gender equity, racial equality, and the protection of early childhood, for example. We highlight
below our main human rights initiatives:
United Nations Global Compact;
Women’s Empowerment Principles;
National Compact for the Eradication of Slave Labor – InPacto;
Enterprise Racial Equality Initiative;
Open Letter Enterprises for Human Rights;
Gender and Race Pro-Equity Program;
Corporate Statement Against Sexual Exploitation of Children and Adolescents; and
Early Childhood National Network.
In 2021, we once more secured recognition in the 2021 UN Women’s Empowerment Principles (“WEPs”)
Brazil Award, which is organized by a partnership between UN Women, the International Labor Organization,
and the European Union, geared towards companies promoting gender equity and women’s empowerment.
The award is given every two years, and we won the silver trophy in the large-sized companies category.
PETROBRAS | Annual Report and Form 20-F | 2022
187
Environment, Social and Governance
We also undertake a commitment to protecting human rights in our supply chain. Each year, the most
distinguished suppliers are awarded a "Prêmio Melhores Fornecedores da Petrobras" (“Award for Best
Petrobras Suppliers”).
The fifth edition of the Best Suppliers Award, in 2022, maintained emphasis on the human rights and
environmental factors in the ESG category. Other special awards are in the “health, safety, research &
development” and “quality management” categories. In 2022, we conducted a pilot public selection in the
metropolitan area of the city of Rio de Janeiro, in the State of Rio de Janeiro, with waste collection
cooperatives and associations, focused on the destination of recyclable and reusable solid waste from four
of our properties. The initiative will help socially vulnerable people generate income and foster circular
economy, with the destination of about 600 tons of waste per year to the cooperatives, in addition to being
in line with the goals of the National Solid Waste Policy (Law No. 12,305/2010).
To ensure respect for human rights, our business strategies are guided by our Human Rights Guidelines,
which are nationally and internationally recognized in all regions where we operate and are present
throughout the life cycle of our projects and operations. Our human rights operations follow the United
Nations’ Guiding Principles on Business and human rights and are structured along four axes: People
Management, Community Relations, Engagement with Supplier and Partner Chain, and Due Diligence in
human rights. Each axis describes the processes through which we aim to ensure the incorporation of
respect for human rights in all areas of our business and in our relations with our stakeholders, as well as
the identification of potential risks in terms of human rights violations related to operations, products or
services we provide, in addition to remedying any impacts we cause.
Regarding the support given to projects through the Petrobras Socio-Environmental Program, we believe
that actions aimed at the promotion of human rights are a high-value attribute. Human rights are a cross-
sectional theme of the Program, as it can be applied to all projects in relation to its main theme in order to
expand the Program’s scope and potential for transformation. The projects that carry out affirmative action
to promote gender equity, racial equality and inclusion of people with disabilities must clearly show the
association between their actions and the expected results.
We carry out social risk assessments to identify and mitigate potential human rights impacts to
communities or within supply chain activities. These assessments lead to recommendations including the
review of emergency response plans through the lens of community relationships, monitoring of
community incidents and complaints, disclosure of projects and operational activities, and the inclusion of
social responsibility clauses in service agreements, among others.
Our Human Rights Commission, established in 2021, with the shared cooperation of 24 areas of our
company, is responsible for implementing the human rights agenda set by our Human Rights Guidelines,
ensuring that this agenda is broadly and cross-sectionally integrated into our business.
The Human Rights Commission is divided into three sub-commissions: Human Rights Training, Diversity,
Equity and Inclusion and Human Rights Due Diligence.
We have an action plan, established in 2021, with 88 actions to be implemented by 2025. Our Human Rights
Action Plan is periodically monitored by the ESG Corporate Forum and the Board of Directors’ HSE
committee.
PETROBRAS | Annual Report and Form 20-F | 2022
188
Environment, Social and Governance
Community Relationship
We are committed to maintaining a long-term relationship with communities based on dialogue and
transparency. To achieve this, we seek to understand the dynamics of the communities that neighbor the
sites where we operate and to develop relationship plans that are constantly monitored and assessed.
We foster collaborations to strengthen ties, promote networking, and generate mutual benefits while
respecting the social, environmental, territorial, and cultural rights of communities. We promote
committees, meetings, lectures, visits and investment in social and environmental programs and projects,
which are in alignment with the objectives of our business and contributes to the conservation of the
environment and to the improvement of the living conditions of the communities where we operate.
In 2022, our community relationship activities carried out 216 interactions in communities, including online
meetings with community leaders through community committees, as well as visits and events.
We have also incorporated guidelines in our decision-making process related to capital investment projects,
including social risk analysis and human rights violations performed by a multidisciplinary group. In 2022,
18 new risk assessments were required to support projects passing through formal planning procedures.
We also strengthened our work with communities, civil society organizations, the public sector and
universities through the Petrobras Socio-Environmental Program. This
initiative contributes to
environmental conservation and the improvement of living conditions of locations where we operate. The
program is aligned with our social responsibility policy, which seeks to provide energy, respect human rights
and the environment, manage our relationship with communities in a responsible way, and overcome
sustainability challenges.
With the aim of expanding our investments in a more diverse portfolio of projects in nature-based solutions,
in line with our objectives and strategic commitments, we established a partnership with the National Bank
for Economic and Social Development (“BNDES”) through match funding Floresta Viva. Targeting joint
financial support for reforestation projects of native species in Brazilian biomes, we intend to follow the
path of generating high-integrity carbon credits, which generate social and environmental benefits. Hence,
in November 2022, we launched the first public selection process: “Manguezais do Brasil” (Brazilian
Mangroves). With resources from us and BNDES, US$8.5 million will be made available for up to nine
ecological restoration projects for mangroves, salt marshes/apicums, restingas and their drainage basins.
We believe in the importance of this investment as a step forward in this frontier of knowledge, especially
in Brazil, which has one of the largest areas of mangrove in the world. This initiative will reinforce our socio-
environmental investments in blue carbon.
Additionally, in order to align our social performance with the performance of the industry while recognizing
the importance of helping those who became even more vulnerable during the pandemic, in September
2021, we launched a 15-month program to support socially-vulnerable families, neighboring the sites where
we operate throughout Brazil, with access to essential goods and energy, especially food and cooking gas,
more specifically, LPG. The program amounted to US$50.9 million through December 2022.
We also supported governmental and non-profit institutions with financial contributions through
emergency mobilization of resources and various donations towards social and health initiatives, mainly
directed to flood-affected communities in the states of Rio de Janeiro, Minas Gerais, Bahia and
Pernambuco. The donations totaled US$1.8 million in 2022.
In 2022, investments directly transferred to society via social and environmental projects and donations
totaled US$76.1 million, compared to US$33.9 million in 2021.
PETROBRAS | Annual Report and Form 20-F | 2022
189
Environment, Social and Governance
The Covid-19 pandemic and employee’s and suppliers’ health
In the past few years, we have engaged in the effort to mitigate the effects of the Covid-19 pandemic in our
company. One of our main initiatives was to establish an Organizational Response Structure (“EOR”), based
on the Incident Command System (“ICS”) management tool that uniformly guided all our actions to prevent
and combat the advance of Covid-19 and mitigate its consequences on all possible fronts. As a result, our
core operating activities have been carried out consistently and in accordance with health and safety
standards, in full compliance with the guidelines provided by the responsible health agencies and with
scientific findings.
In order to ensure that the best practices were also adopted by our suppliers, we monitored Covid-19
prevention practices and measures at our sites, ships and contracted personnel to ensure legal compliance
with our protocols.
Throughout 2022, we began to adapt or discontinued some measures that were no longer relevant given
the epidemiological scenario at the time and in accordance with the determinations of federal public bodies,
such as the dissolving the EOR in May 2022.
However, since the Covid-19 pandemic is not over, we prepared a corporate standard to deal with the
disease based on the review of health guidelines previously published through technical notes issued by
the EOR, and our health teams continue to monitor the epidemiological scenario of Covid-19 in Brazil and
in our company, as well as the guidelines and determinations of national and regional health authorities and
regulatory bodies.
PETROBRAS | Annual Report and Form 20-F | 2022
190
Environment, Social and Governance
Corporate Governance
Good corporate governance and compliance practices are a pillar of support for our business. In recent
years, we have made significant advances in our corporate governance and in our integrity, compliance and
internal controls systems. We have also adopted rigorous ethics and integrity standards through initiatives
that reinforce our purpose, values, and commitment to continuous improvement and alignment with good
market practices.
Our corporate governance model has a set of rules and procedures that seek to ensure that our decisions
are aligned with good governance:
OUR MAIN GOVERNANCE PRACTICES
Law 13,303/16 requires that our Board of Directors be formed by at least 25% of independent members.
Our Bylaws extended the requirement to 40%; however this provision can be amended. Technical criteria for
the selection of members of the Board of Directors and executive officers set forth in article 17, § 2o, I and
II, of Law 13,303/16 and in our Bylaws banned the appointment of ministers, secretaries and others in
certain positions of public administration. Our Bylaws also provided additional requirements in addition to
those of Law 13,303/16 for assessing the reputation of the administrators and members of the Fiscal
Council and political parties and campaigns. On March 16, 2023, Supreme Court’s Minister Ricardo
Lewandowski in Direct Unconstitutionality Action – ADI 7331 TPI/DF granted provisional relief, finding that
the ban under article 17, § 2o, I and II, of Law 13,303/16 is, in part, unconstitutional. Such decision is subject
to review by the plenary of the court, formed by all Supreme Court Ministers.
Our Board of Directors nominates the chief governance and compliance officer. The majority of the board
must approve the dismissal of such an officer, with the vote of a majority of the directors elected by minority
shareholders.
As we are a mixed-capital company, the Brazilian federal government can guide our activities, with the
purpose of contributing to the public interest that justified our creation, aiming to guarantee the supply of
oil products throughout the national territory. However, this contribution to the public interest must be
compatible with our corporate purpose and with market conditions and cannot jeopardize our profitability
and financial sustainability.
PETROBRAS | Annual Report and Form 20-F | 2022
191
Environment, Social and Governance
Thus, if providing for the public interest calls for conditions different from those of any other private sector
company operating in the same market, as explained in our Bylaws, the obligations or responsibilities that
we assume must be defined in rules or regulations and outlined in a specific document, such as a contract
or agreement, widely publicized and with disclosure in such instruments of detailed costs and revenues,
including in the accounting plan. Then, the Brazilian federal government will compensate us, each fiscal
year, for the difference between market conditions and the operating result or economic return of the
assumed obligation.
Transactions with the Brazilian federal government that require our Board of Directors’ approval and occur
outside the normal course of business must have been previously reviewed by the minority committee and
approved by two-thirds of the board. The minority committee is formed by two members of our Board of
Directors appointed by minority common shareholders and preferred shareholders, as well as one
independent member, according to our Bylaws.
Regarding our decision-making process, our Bylaws define the board advisory committees that review all
matters submitted to the Board of Directors prior to a decision. Additionally, in order to ensure
transparency in our most relevant decisions, we use a shared authorization model, where at least two people
must come to a decision (the four-eyes principle).
Our whistleblower channel is an independent, confidential and impartial tool. It is available to our external
and internal audiences and our controlled companies to register denouncements of fraud, corruption,
money laundering, harassment, discrimination, HSE and other issues.
We are part of the special Level 2 corporate governance listing segment of the B3, which demands
compliance with differentiated governance regulation and the improvement of the quality of the
information we provide. This voluntary move to Level 2 of the B3 reinforces our advances in corporate
governance and ratifies our commitment to the continued improvement of processes and to our alignment
with good market practices.
Possible initiatives related to changes for governance improvements require formality and transparency of
process. In most cases, a shareholders’ meeting is required if the proposed change is to a governance rule
provided for in our Bylaws or stems from a legislative amendment if relates to a Law 13,303/16 provision.
PETROBRAS | Annual Report and Form 20-F | 2022
192
Environment, Social and Governance
Corporate Governance Structure
Our corporate governance structure currently consists of a general shareholders’ meeting, our Fiscal
Council, Board of Directors and its committees, audits, general ombudsman office, Board of Executive
Officers and its committees.
GOVERNANCE STRUCTURE
Our Code of Best Practices gathers our main governance policies and aims to improve and strengthen our
governance mechanisms, guiding the performance of our directors, executive officers, managers,
employees and collaborators.
PETROBRAS | Annual Report and Form 20-F | 2022
193
Environment, Social and Governance
Major Recognition
We are members of the Brazilian Institute of Corporate Governance (“IBGC”), which ratifies our commitment
to the continuous improvement of our processes and internal controls, in alignment with good corporate
governance practices in the market, with the objectives and values defined in our 2023-2027 Strategic Plan,
as well as with national and international legislation.
We also received, for the sixth time in a row, the certification in the Governance Indicator of the Secretariat
for Coordination and Governance of State-Owned Companies (“IG-Sest”), of the Ministry of the Economy,
achieving their best level, Level 1, which shows our high degree of excellence in corporate governance.
This certification, besides acknowledging our advances in recent years, is an opportunity to assess our
processes at a new level of quality and reaffirm our commitment to the continuous improvement of our
corporate governance.
In 2022, we reached 94% adherence to the Brazilian Code of Corporate Governance (“CBGC”). According to
the latest survey released by the IBGC, the degree of adherence of companies in the market averaged 62.6%
in 2022, an increase of 3.9% compared to the previous year (58.7%).
Additionally, for the sixth consecutive year, in 2022 we won the National Association of Finance,
Administration, and Accounting Executives (Anefac) award, granted to the Brazilian companies with the
best quality and transparency in their financial statements. The classification is made based on a rigorous
technical analysis of the financial statements published by companies based in Brazil that operate in the
commercial, industrial, and service sectors. Criteria such as transparency, clarity and consistency of
information, adherence to accounting standards, among others, are evaluated.
PETROBRAS | Annual Report and Form 20-F | 2022
194
Environment, Social and Governance
We believe that the results we have achieved prove the recognition of the market and regulatory and control
entities regarding the improvement of our culture of integrity and of our governance mechanisms. We
believe that a high degree of integrity reinforces our reputation among our stakeholders and, consequently,
within society as a whole.
In 2022, as a result of our efforts and initiatives in the environmental, social and governance sectors, we
once again were listed on the Dow Jones Sustainability Index World (“DJSI World”) of S&P Global’s
Corporate Sustainability Assessment. We received the highest score in the Environmental Report, Water-
Related Risks and Social Report criteria. We also stood out in the criteria of Operational Eco-efficiency,
Labor Practices and Human Rights. We had left the index in 2015 and this result for the second consecutive
year is once again a great recognition of our progress.
Shareholders’ Meeting
The shareholders’ meetings must take place on an ordinary or extraordinary basis. An ordinary
shareholders’ meeting must take place once a year in order to: (i) examine the administrators' account,
examine, discuss and vote on the financial statements; (ii) decide on the allocation of net profit for the year
and the distribution of dividends; and (iii) elect the members of the Board of Directors and Fiscal Council. In
addition to the matters provided for by law, an extraordinary shareholders’ meeting must take place if called
to decide on matters of our best interest, as defined in our Bylaws.
For more detailed information on our shareholders’ meetings, see “Shareholder Information” in this annual
report.
Comparison of our Corporate Governance Practices with NYSE
Corporate Governance Requirements Applicable to U.S. Companies
Under the rules of the NYSE, foreign private issuers are subject to a more limited set of corporate
governance requirements than U.S. domestic issuers. As a foreign private issuer, we must comply with four
principal NYSE corporate governance rules: (i) we must satisfy the requirements of Rule 10A-3 under the
Exchange Act; (ii) our Chief Executive Officer must promptly notify the NYSE in writing after any executive
officer becomes aware of any material non-compliance with the applicable NYSE corporate governance
rules; (iii) we must provide the NYSE with annual and interim written affirmations as required under the
NYSE corporate governance rules; and (iv) we must provide a brief description of any significant differences
between our corporate governance practices and those followed by U.S. companies under NYSE listing
standards.
The table below briefly describes the significant differences between our corporate governance practices
and the NYSE corporate governance rules.
PETROBRAS | Annual Report and Form 20-F | 2022
195
Section
New York Stock Exchange Corporate
Governance Rules for U.S. Domestic
Issuers
Director Independence
303A.01
303A.03
Listed companies must have a
majority of independent directors.
“Controlled companies” are not
required to comply with this
requirement.
The non-management directors of
each listed company must meet at
regularly scheduled executive
sessions without management.
Nominating/Corporate governance committee
303A.04
Listed companies must have a
nominating/ corporate governance
committee composed entirely of
independent directors, with a written
charter that covers certain minimum
specified duties. “Controlled
companies” are not required to
comply with this requirement.
Environment, Social and Governance
Our Practices
We are a controlled company because more than a
majority of our voting capital (at least 50% plus one
share) is controlled by the Brazilian federal government.
As a controlled company, we would not be required to
comply with the majority of independent directors
requirement if it were a U.S. domestic issuer. According
to our Bylaws, we are required to have at least 40% of
independent directors.
Except for our CEO (who is also a director), all of our
directors are non-management directors. The regulation
of our Board of Directors provides that if a particular
matter may represent a conflict of interests, the CEO
must recuse himself from the meeting, which will
continue without his presence. Additionally, the board’s
regulation also establishes a regular executive session
for our Board of Directors matters without management.
We have a statutory committee that verifies the
compliance of the appointment of members of our Fiscal
Council, our Board of Executive Officers, and our Board of
Directors and the external members of the committees
that advise our Board of Directors. Our people
committee has a written charter that requires the
majority of its members to be independent.
Our Board of Directors develops, evaluates and approves
corporate governance principles. As a controlled
company, we would not be required to comply with the
nominating/corporate governance committee
requirement if we were a U.S. domestic issuer.
Compensation committee
303A.05
Audit committee
Listed companies must have a
compensation committee composed
entirely of independent directors, with
a written charter that covers certain
minimum specified duties. “Controlled
companies” are not required to
comply with this requirement.
We have a committee that advises our Board of Directors
with respect to compensation and management
succession. Our people committee has a written charter
that requires the majority of its members to be
independent.
As a controlled company, we are not required to comply
with the compensation committee requirement.
PETROBRAS | Annual Report and Form 20-F | 2022
196
Section
303A.06
303A.07
Environment, Social and Governance
Our Practices
Our audit committee is a statutory advisory committee
to our Board of Directors and satisfies the exemption set
forth in Rule 10A-3(c)(3) under the Exchange Act. See
“Management and Employees–Audit Committee” for a
description of our audit committee. Our audit committee
has a written charter that sets forth its responsibilities
that include, among other things: (i) assess the
independent auditor's qualifications and independence,
and the performance of the independent audit functions,
(ii) assuring legal and regulatory compliance, including
with respect to internal controls, compliance procedures
and ethics, and (iii) monitoring our financial position,
especially as to risks, internal auditing work and financial
disclosure; (iv) carry out prior analysis of transactions
with related parties that meet the criteria established in
the Related Party Transactions Policy, approved by our
Board of Directors. In addition, one of the audit
committee members is an external accounting and
auditing expert, who brings valuable expertise and
experience to the committee's work.
New York Stock Exchange Corporate
Governance Rules for U.S. Domestic
Issuers
Generally, listed companies must have
an audit committee with a minimum of
three independent directors that
satisfy the independence
requirements of Rule 10A-3 under the
Exchange Act, with a written charter
that covers certain minimum specified
duties. However, pursuant to
Exchange Act Rule 10A-3(c)(3), a
foreign private issuer is not required
to have an audit committee
equivalent to or comparable with a
U.S. audit committee if the foreign
private issuer has a body established
and selected pursuant to home
country legal or listing provisions
expressly requiring or permitting such
a body, and if the body meets the
requirements that (i) it be separate
from the full board, (ii) its members
not be elected by management, (iii) no
executive officer be a member of the
body, and (iv) home country legal or
listing provisions set forth standards
for the independence of the members
of the body.
Equity Compensation Plans
303A.08
Shareholders must have the
opportunity to vote for compensation
plans through shares and material
reviews, with limited exceptions as set
forth by the NYSE’s rules.
Under Brazilian Corporate Law, shareholder approval is
required for the adoption and revision of any equity
compensation plans. We do not currently have any equity
compensation plans.
Corporate Governance Guidelines
303A.09
Listed companies must adopt and
disclose corporate governance
guidelines.
We have a set of Corporate Governance Guidelines
(Diretrizes de Governança Corporativa) that address
general ombudsman qualification standards,
responsibilities, composition, appraisals and access to
information by the management. The guidelines do not
reflect the independence requirements set forth in
Sections 303A.01 and 303A.02 of the NYSE rules. Certain
portions of the guidelines, including the responsibilities
and compensation sections, are not discussed with the
same level of detail set forth in the commentaries to the
NYSE rules. The guidelines are available on our website
at www.petrobras.com.br/ir. The information available
on our website is not and shall not be deemed to be
incorporated by reference to this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
197
Environment, Social and Governance
Section
New York Stock Exchange Corporate
Governance Rules for U.S. Domestic
Issuers
Our Practices
Code of Ethics for Directors, Officers and Employees
303A.10
Listed companies must adopt and
disclose a code of business conduct
and ethics for directors, officers and
employees, and promptly disclose any
waivers of the code for directors or
executive officers.
We also have a Corporate Governance Policy, approved
by our Board of Directors, which establishes our
governance principles and guidelines. This policy applies
to our company and our affiliates, pursuant to Article 16
of our Bylaws.
We have a Code of Ethical Conduct (Código de Conduta
Ética), applicable to the members of the Board of
Directors and its advisory committees, members of the
Fiscal Council, members of the Executive Board,
employees, interns, service providers and anyone acting
on our behalf (“collaborators”), including its subsidiaries
in Brazil and abroad, and a Code of Best Practices
(Código de Boas Práticas) applicable to our directors,
executive officers, senior management, employees and
collaborators. No waivers of the provisions of the Code of
Ethical Conduct or the Code of Best Practices are
permitted. These documents are available on our website
at www.petrobras.com.br/ir. The information available
on our website is not and shall not be deemed to be
incorporated by reference to this annual report.
Certification Requirements
303A.12
Each listed company CEO must certify
to the NYSE each year that he or she is
not aware of any violation by us of
NYSE corporate governance listing
standards.
Our CEO will promptly notify the NYSE in writing if any
executive officer becomes aware of any material
noncompliance with any applicable provisions of the
NYSE corporate governance rules.
PETROBRAS | Annual Report and Form 20-F | 2022
198
Operating and Financial Review and Prospects
Operating and Financial
Review and Prospects
Operating and Financial Review and Prospects
Consolidated Financial Performance
We achieved a net income of US$36.8 billion, cash provided by operating activities of US$49.7 billion, a Free
Cash Flow (a non-GAAP measure defined below) of US$40.1 billion and an Adjusted EBITDA (a non-GAAP
measure defined below) of US$66.2 billion.
Operating income (loss) in 2022 was US$57.1 billion, 52% higher than 2021 primarily due to the 43%
appreciation of average Brent price for the year and higher sales of oil products, at higher average prices,
in the domestic market. Net income attributable to our shareholders was US$36.6 billion in 2022, an 84%
increase compared to US$19.9 billion in 2021, mainly due to the 43% appreciation of average Brent prices,
higher average prices on oil products, lower net finance expenses (- US$3.8 billion compared to - US$11.0
billion in 2021) and gains from co-participation agreements in the Transfer of Rights fields (+ US$7.3 billion
compared to + US$2.9 billion in 2021), partially offset by higher income taxes (- US$16.8 billion compared
to - US$8.2 billion in 2021) and impairment losses in 2022 of US$1.3 billion compared to impairment
reversals of US$3.2 billion in 2021.
Fluctuations in our financial condition and results of operations are driven by a combination of factors,
including:
the volume of crude oil, oil products and natural gas we produce and sell;
changes in international prices of crude oil and oil products (denominated in U.S. dollars);
changes in the domestic prices of oil products (denominated in reais);
fluctuations in the real vs. U.S. dollar exchange rates and other currencies, as disclosed in Note
34.3(c) to our audited consolidated financial statements;
the demand for oil products in Brazil;
the recoverable amounts of assets for impairment testing purposes; and
the amount of production taxes from our operations that we are required to pay.
CONSOLIDATED STATEMENT OF INCOME INFORMATION (US$ million)
Sales revenues
Cost of sales
Gross profit
Selling expenses
As reported
Jan-Dec
2022
2021
Variation
▲
▲ (%)
124,474
83,966
40,508
48.2
(59,486)
(43,164)
(16,322)
(37.8)
64,988
40,802
24,186
59.3
(4,931)
(4,229)
(702)
(16.6)
General and administrative expenses
(1,332)
(1,176)
(156)
(13.3)
Exploration costs
Research and development expenses
Other taxes
(887)
(792)
(439)
(687)
(200)
(29.1)
(563)
(229)
(40.7)
(406)
(33)
(8.1)
Impairment (losses) reversals
(1,315)
3,190
(4,505)
(141.2)
Other income and expenses
1,822
653
1,169
179.0
Operating income
57,114
37,584
19,530
52.0
PETROBRAS | Annual Report and Form 20-F | 2022
200
Operating and Financial Review and Prospects
Net finance expense
(3,840)
(10,966)
7,126
65.0
Results of equity-accounted investments
251
1,607
(1,356)
(84.4)
Net income (loss) before income taxes
53,525
28,225
25,300
89.6
Income taxes
Net income for the year
(16,770)
(8,239)
(8,531)
(103.5)
36,755
19,986
16,769
83.9
Exchange rate and variation impacts
As we are a Brazilian company and most of our operations are carried out in Brazil, we prepare our
financial statements primarily in reais, which is our functional currency and that of all of our Brazilian
subsidiaries. We also have entities that operate outside Brazil the functional currency of which is the
U.S. dollar. We have selected the U.S. dollar as our presentation currency in this annual report to
facilitate the comparison with other oil and gas companies. We have used criteria set forth in IAS 21
– “The effects of changes in foreign exchange rates” to translate the consolidated financial
statements from reais into U.S. dollars. Based on IAS 21, we have translated (i) all assets and liabilities
into U.S. dollars at the exchange rate as of the date of the statement of financial position; (ii) all
accounts in the statements of income, other comprehensive income and cash flows using the average
exchange rates prevailing during the relevant period and (iii) equity items at the exchange rates
prevailing at the respective transactions dates.
For more information regarding our functional and presentation currency, see “About Us” and Note
2.2 to our consolidated financial statements.
EXCHANGE AND INFLATION RATES
Year-end exchange rate (reais/US$)
Appreciation (depreciation) during the year(1)
Average exchange rate for the year (reais/US$)
Appreciation (depreciation) during the year(2)
2022
5.22
6.5%
5.16
4.3%
2021
5.58
2020
5.20
(7.4%)
(28.9%)
5.40
5.16
(4.7%)
(30.7%)
Inflation rate (“IPCA”)
5.79%
10.06%
4.52%
(1) Based on year-end exchange rate.
(2) Based on average exchange rate for the year.
From January 1, 2023 to March 28, 2023, the real appreciated 0.9% against the U.S. dollar.
Most of our export revenues are denominated in U.S. dollars and our domestic sales are also
indirectly linked to the U.S. dollar due to our current policy to generally seek to maintain parity with
international product price. Therefore, the devaluation of the real is generally favorable to our
results as the positive impact in revenues is higher than the negative impact on operating costs,
the majority of which are denominated in Brazilian reais.
PETROBRAS | Annual Report and Form 20-F | 2022
201
Operating and Financial Review and Prospects
Exchange rate fluctuations may affect the results of variables such as the following:
Margins: The relative pace at which our total revenues and expenses in reais increase or decrease
as a result of exchange rate fluctuations, and its impact on our margins, is affected by our pricing
policy in Brazil. Absent changes in the international prices of crude oil, oil products and natural
gas, when the real appreciates against the U.S. dollar, and we do not adjust our prices in Brazil, our
margins increase. On the other hand, absent changes in the international prices of crude oil, oil
products and natural gas, when the real depreciates against the U.S. dollar and we do not adjust
our prices in Brazil, our margins decline. For further information on our prices in our pricing
policies, see “Sales Volumes and Prices” in this section.
Debt service: The depreciation of the real against the U.S. dollar also increases our debt service
expenses in reais, as the amount of reais necessary to pay principal and interest on foreign
currency debt increases with the depreciation of the real. As our Debt denominated in other
currencies increases, the negative impact of a depreciation of the real on our results and net
income when expressed in reais also increases, thereby reducing earnings available for
distribution.
Retained earnings available for distribution: Exchange rate variation also affects the amount of
retained earnings available for distribution by us when expressed in U.S. dollars. Amounts
reported as available for distribution in our statutory accounting records are calculated in reais
and prepared in accordance with IFRS. They may increase or decrease when expressed in U.S.
dollars as the real appreciates or depreciates against the U.S. dollar.
We designated hedging relationships to account for the effects of the existing hedge between a
foreign exchange gain or loss from portions of our long-term debt obligations (denominated in
U.S. dollars) and foreign exchange gain or loss of our highly probable U.S. dollar denominated
future export revenues, so that gains or losses associated with the hedged transaction (the highly
probable future exports) and the hedging instrument (debt obligations) are recognized in the
statement of income in the same periods.
For more information about our cash flow hedge, see Notes 4.7 and 34.3(a) to our audited
consolidated financial statements.
For information about our related foreign exchange exposure related, see “Liquidity and Capital
Resources – Exposure to Interest Rate and Exchange Rate Risk” in this section.
For more information about our foreign exchange exposure related to assets and liabilities, see
Note 34.3(c) to our audited consolidated financial statements.
Sales Revenues
In 2022, sales revenues increased 48% compared to 2021, reaching US$124.5 billion, due to both higher oil
products prices and crude oil prices.
PETROBRAS | Annual Report and Form 20-F | 2022
202
Operating and Financial Review and Prospects
Sales volumes and prices
As a vertically integrated company, we process most of our crude oil production in our refineries
and sell the refined oil products primarily in the Brazilian market. Therefore, the price of oil products
in Brazil has a significant impact on our financial results. International oil product prices vary over
time as the result of many factors, including the price of crude oil. When possible, we seek to sell
our products in Brazil at par with international product prices. The average price of Brent Crude Oil,
as reported by Bloomberg, was US$101 per barrel in 2022, US$71 per barrel in 2021 and US$42 per
barrel in 2020. As of December 31, 2022, the Brent Crude Oil price was US$81.33 per barrel.
Consolidated sales revenues were US$124,474 million in 2022 as compared to US$83,966 million in
2021, primarily due to:
An increase of US$34,761 million due to higher oil products prices; and
An increase of US$5,747 million due to higher oil products volumes sold.
2022
For the year ended December 31
2021
2020
Volume
(mbbl,
except as
otherwise
noted)
Net
Average
Price
(US$)(1)
Sales
Revenues
(US$
million)
Volume
(mbbl,
except as
otherwise
noted)
Net
Average
Price
(US$)(1)
Sales
Revenues
(US$
million)
Volume
(mbbl,
except as
otherwise
noted)
Net
Average
Price
(US$)(1)
Sales
Revenues
(US$
million)
275,572
145.69
40,149
292,488
82.86
24,236
251,400
55.39
13,924
148,647
108.81
16,175
149,132
79.86
11,910
125,536
50.29
6,313
12,239
26,692
77,149
35,879
115.29
89.76
66.38
151.15
1,411
2,396
5,121
5,423
22,125
25,020
83,320
27,184
80.23
67.91
53.90
83.54
1,775
1,699
4,491
2,271
14,669
42,544
86,170
21,887
54.20
39.82
39.26
66.48
795
1,694
3,383
1,455
63,717
86.88
5,536
59,892
71.14
4,261
66,470
40.80
2,712
639,895
119.10
76,211
659,161
76.83
50,643
608,676
49.74
30,276
111,270
73,771
68.96
104.63
7,673
7,719
128,504
8,789
45.79
76.35
5,884
671
106,890
1,279
34.14
37.53
3,649
48
1,085
260.83
283
1,422
28.13
40
1,620
36.42
59
—
826,021
260,734
—
—
105.46
2,406
—
94,292
27,497
797,876
296,055
—
—
72.59
3,953
61,191
21,491
—
718,465
350,090
—
—
45.55
2,302
36,334
15,945
20,511
130.91
2,685
16,888
76.03
1,284
31,190
45.02
1,404
281,244
—
30,182
312,943
—
22,775
381,280
—
17,349
1,107,265
—
124,474
1,110,819
—
83,966
1,099,745
—
53,683
Diesel
Automotive
gasoline
Fuel oil
(including
bunker fuel)
Naphtha
Liquefied
petroleum gas
Jet fuel
Other oil
products
Subtotal oil
products
Natural gas
(boe)
Oil
Ethanol,
nitrogen
products,
renewables and
other non-oil
products
Electricity,
services and
others
Total Brazilian
market
Exports
International
sales
Total global
market
CONSOLIDATED
SALES
REVENUES
(1) Net average price calculated by dividing sales revenues by the volume for the year.
PETROBRAS | Annual Report and Form 20-F | 2022
203
Operating and Financial Review and Prospects
Cost of Sales
In 2022, the cost of sales increased 38%, reaching US$59,486 million, mainly reflecting both higher imported
crude oil and oil products prices, and a higher share of imported crude oil in the refined products, which has
a higher price. It is worth highlighting the 156% increase in the LNG acquisition costs.
Selling Expenses
Selling expenses were US$4,931 million in 2022, an increase of 17% compared to US$4,229 million in 2021,
mainly due to higher shipping and freight unit costs and higher volumes of crude oil sales in the Brazilian
market.
General and Administrative Expenses
General and administrative expenses were US$1,332 million in 2022, an increase of 13% compared to
US$1,176 million in 2021, mainly reflecting higher expenses with third-party services, especially data
processing services, lower cost recoveries related to consortium overhead costs, salary readjustments, in
accordance with Collective Bargaining Agreements, and the employees process of promotion advancement.
Exploration Costs
Exploration costs were US$888 million in 2022, a 29% increase when compared to US$687 million in 2021,
mainly due to higher dry wells expenses.
Impairment of Assets
We recognized impairment in the amount of US$1,315 million in 2022, a US$4,505 million decrease
compared to a gain in impairment reversal of US$3,190 million in 2021.
This decrease was mainly in oil and gas producing properties in Brazil (a US$1,315 million impairment in
2022 compared to a US$3,373 million impairment reversal in 2021). The reversal in 2021 is related to the
revision of the key assumptions of the 2022-2026 Strategic Plan, especially the increase in average Brent
prices for 2022.
Other Income and Expenses
Other income was US$1,822 million in 2022, US$1,169 million higher than 2021 (an income of US$653
million), mainly due to:
higher gains from co-participation agreements in bid areas, from US$631 million in 2021 to US$4,286
million in 2022, due to a US$3,552 million gain, in 2022, with the Co-participation Agreements related
to the Surplus Volumes of the Transfer of Rights Agreements of Sepia and Atapu (including a
US$693 million gain related to the earn out, reflecting the average appreciation of Brent), as well as
a US$735 million gain, in the same year, with the Co-participation Agreement of the Búzios field,
compared to a US$ 631 million gain, in 2021, with the Co-participation Agreement of the Búzios field;
and
lower expenses with the Health and Pension Plans for retired employees (a US$1,015 million expense
in 2022 compared to a US$1,467 million expense in 2021), mainly reflecting the effect of the actuarial
review of the Health Plan regarding the change in the co-participation of the benefit in 2021.
PETROBRAS | Annual Report and Form 20-F | 2022
204
Operating and Financial Review and Prospects
Partially offset by:
lower income from disposals and write-offs of assets and on remeasurement of investment retained
with loss of control (a US$1,144 million income in 2022 compared to a US$1,941 million income in
2021). In 2022, the income primarily related to capital gains of onshore and shallow water’s E&P
assets, and the selling of Gaspetro. In 2021, the income primarily related to the contingent payment
to us following the approval by the ANP of the individualization agreement in Bacalhau field (a
US$950 million income) and of the sale of Mataripe Refinery (“RLAM”) (a US$574 million income);
higher expenses related to legal, administrative and arbitration proceedings (a US$1,362 million
expense in 2022 compared to a US$740 million expense in 2021), mainly due to provisions for losses
with civil litigation involving contractual issues; and
a US$323 million increase in costs related to the decommissioning of returned and abandoned areas
in 2022 (a US$225 million expense), compared to a US$99 million income in 2021.
Net Finance Income (Expense)
Net finance expense was US$3,840 million in 2022, a 65% decrease when compared to US$10,966 million in
2021, mainly due to:
foreign exchange losses of US$2,173 million in 2022, as compared to US$6,637 million losses in 2021
reflecting the currency appreciation of the Brazilian real over the US Dollar;
Lower costs on the repurchase of debt securities in the capital market (US$1,224 million lower),
largely due to the reduction of transactions related to debt repurchase;
lower expenses with interest (US$274 million lower), due to the lower leverage driven by the
prepayments and debt repurchases that occurred over the periods; and
higher gains with interest on marketable securities of US$1,159 million in 2022, as compared to
US$315 million in 2021, due to higher interest rates.
Results in equity-accounted investments
We had a gain in equity-accounted investments of US$251 million in 2022, compared to a gain of US$1,607
million in 2021. This reduction was mainly due to lower gains with Braskem and the absence of results in the
equity accounted investments related to BR Distribuidora which was sold in 2021.
Income Taxes
Income tax was an expense of US$16,770 million in 2022, compared to a expense of US$8,239 million in 2022,
mainly due to higher net income before income taxes (US$53,525 million of income in 2022 compared to a
US$28,225 million income in 2021).
For information regarding discussion of earlier years, please refer to our previous Annual Report and Form
20-F. Our SEC filings are available to the public on the SEC’s website at www.sec.gov and on our website at
www.petrobras.com.br/ir. The information available on our website is not and shall not be deemed to be
incorporated by reference to this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
205
Operating and Financial Review and Prospects
Financial Performance by Business Segment
SELECTED FINANCIAL DATA BY REPORTABLE OPERATING SEGMENTS AND FOR
CORPORATE AND OTHER BUSINESS
For the year ended December 31
2022
2021
▲ 22-21
(US$ million)
(US$ million)
(%)
Exploration and Production
Sales revenues to third parties(1)(2)
Intersegment sales revenues
Total sales revenues(2)
Cost of sales
Impairment (losses) reversals
Net income (loss) attributable to our shareholders
Refining, Transportation and Marketing
Sales revenues to third parties(1)(2)
Intersegment sales revenues
Total sales revenues(2)
Cost of sales
Impairment (losses) reversals
Net income (loss) attributable to our shareholders
Gas and Power
Sales revenues to third parties(1)(2)
Intersegment sales revenues
Total sales revenues(2)
Cost of sales
Impairment (losses) reversals
Net income (loss) attributable to our shareholders
Corporate and other Businesses
Sales revenues to third parties(1)(2)
Intersegment sales revenues
Total sales revenues(2)
1,311
76,579
77,890
1,105
54,479
55,584
(30,465)
(23,673)
(1,218)
32,073
111,581
1,950
113,531
(99,154)
(97)
7,426
11,077
3,991
15,068
(10,518)
1
1,038
505
6
511
3,107
23,324
73,108
1,416
74,524
(65,620)
289
5,626
9,487
2,564
12,051
(9,494)
(208)
(219)
266
238
504
Net income (loss) attributable to our shareholders
(3,015)
(7,146)
18.6
40.6
40.1
28.7
(139.2)
37.5
52.6
37.7
52.3
51.1
(133.6)
32.0
16.8
55.7
25.0
10.8
(100.5)
(574.0)
89.8
(97.5)
1.4
(57.8)
(1) Not all of our segments have significant third-party revenues. For example, our Exploration and Production segment accounts for a large part of our
economic activity and capital expenditures but has little third-party revenues.
(2) Revenues from commercialization of oil to third parties are classified in accordance with the points of sale, which could be either the Exploration and
Production or Refining, Transportation and Marketing segments.
PETROBRAS | Annual Report and Form 20-F | 2022
206
Operating and Financial Review and Prospects
Exploration and Production
Net income attributable to our shareholders in our E&P segment was US$32,073 million in 2022 compared
to US$23,324 million in 2021, primarily due to:
higher sales revenues (an increase of US$22,308 million), primarily due to higher crude oil prices;
partially offset by higher cost of sales (an increase of US$6,789 million), mainly due to higher
government take expenses driven by higher oil prices;
higher impairment losses (an increase of US$4,325 million) due to impairment losses in oil and gas
producing properties in Brazil in 2022, compared to the reversal of impairment of US$3,107 in 2021.
See Note 25 to our consolidated financial statements for further information about impairment
losses; and
higher exploration costs (an increase of US$201 million), mainly due to higher dry well expenses.
Refining, Transportation and Marketing
Net income attributable to our shareholders in our RTM segment was US$7,426 million in 2022 compared
to US$5,626 million in 2021, primarily due to:
higher sales revenues (an increase of US$39,007 million), primarily due to the increase in
international prices for mainly diesel, jet fuel and gasoline, impacted by restrictions on the global
supply of oil products and the embargo on Russian oil, as a result of the ongoing geopolitical conflict
in Ukraine since March 2022. These effects also had a positive impact on fuel oil and petroleum
export revenue in 2022;
higher costs of sales due to the increase in the average Brent and higher expenses: selling expenses
increase of US$302 million mainly due to the increase in shipping expenses and gain from
disposal/write-offs of assets primarily due to the divestment of the RLAM refinery in 2021; and
lower reversal of impairment related to the second unit of Abreu e Lima refinery in 2022 compared
to 2021. In 2022 there was US$89 million of impairment reversal compared to US$ 359 million in 2021.
Gas and Power
In 2022, the net income attributable to our shareholders in our Gas & Power segment was US$1,038 million,
an increase of US$1,257 million compared to 2021, mainly due to a recovery in commercialization margin
consequence of an improvement in the natural gas sales portfolio, aligned with the appreciation of Brent
and the lower volume of regasified LNG.
For information regarding discussion of earlier years, please refer to our previous Annual Report and Form
20-F. Our SEC filings are available to the public on the SEC’s website at www.sec.gov and on our website at
www.petrobras.com.br/ir. The information available on our website is not and shall not be deemed to be
incorporated by reference to this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
207
Operating and Financial Review and Prospects
Liquidity and Capital Resources
We closely monitor liquidity levels in order to effectively meet cash needs from our business operations and
financial obligations. We have a conservative approach to the management of our liquidity, which consists
mainly of (i) cash and cash equivalents (cash in hand, deposits held at call with banks, money market mutual
funds and other short-term highly liquid investments with maturities of three months or less), and
(ii) investments in financial assets (treasury bills). Based on the information presented below, we believe
our working capital is sufficient for our present requirements.
Adjusted Cash and cash equivalents is a non-GAAP measure that comprises cash and cash equivalents,
government bonds and time deposits from highly rated financial institutions abroad with maturities of
more than three months from the end of the period, considering the expected realization of those financial
investments in the short-term. This measure is not defined under the IFRS and should not be considered in
isolation or as a substitute for cash and cash equivalents computed in accordance with IFRS. It may not be
comparable to the adjusted cash and cash equivalents of other companies; however, management believes
that it is an appropriate supplemental measure to assess our liquidity and supports leverage management.
LIQUIDITY AND CAPITAL RESOURCES
US$ million
Cash and cash equivalents at the beginning of the period
Net cash provided by operating activities
Acquisition of PP&E and intangibles assets
Investments in investees
Proceeds from disposal of assets – Divestment
Financial compensation from co-participation agreements
Dividends received
Divestment (Investment) in marketable securities
Net cash provided by (used in) investing activities
(=) Net cash provided by operating and investing activities
Net change in finance debt
Proceeds from financing
Repayments
Repayment of lease liability
Dividends paid to our shareholders
Dividends paid to non-controlling interest
Investments by non-controlling interest
Net cash used in financing activities
2022
10,480
49,717
(9,581)
(27)
4,846
7,284
374
(3,328)
(432)
49,285
(8,304)
2.880
2021
11,725
37,791
(6,325)
(24)
4,783
2,938
781
4
2,157
39,948
(21,757)
1,885
(11,184)
(23,642)
(5,430)
(5,827)
(37,701)
(13,078)
(81)
63
(105)
(24)
(51,453)
(40,791)
Effect of exchange rate changes on cash and cash equivalents
Cash and cash equivalents at the end of the period
Government bonds and time deposits with maturities of more than three months
and post-fixed Bank Deposit Certificates with daily liquidity at the end of the
period
(316)
7,996
4,287
PETROBRAS | Annual Report and Form 20-F | 2022
(402)
10,480
650
208
Operating and Financial Review and Prospects
Cash and cash equivalents in companies classified as held for sale at the end of the
period
-
(13)
Adjusted Cash and cash equivalents at the end of the period
12,283
11,117
Free Cash Flow
Free Cash Flow is a non-GAAP measure representing Net cash provided by operating activities minus
Acquisition of PP&E and intangible assets. We use it as a supplemental measure to assess our
liquidity and to support liability management. In addition, this measure is the basis for the
distribution of dividends according to our dividend policy.
Free Cash Flow is a non-GAAP measure and may not be comparable to the calculation of liquidity
measures presented by other companies, and it should neither be considered in isolation nor as a
substitute for any measures calculated in accordance with IFRS. This metric must be considered
together with other measures and indicators for a better understanding of our financial condition.
RECONCILIATION OF FREE CASH FLOW
US$ million
R$ million(1)
2022
2021
2022
2021
Net cash provided by operating activities
49,717
37,791
255,410
203,126
(-) Acquisition of PP&E and intangible assets
9,581
(6,325)
49,656
(34,134)
FREE CASH FLOW
40,136
31,466
205,754
168,992
(1) According to our dividend policy, proposed dividends to shareholders is calculated based on the Free Cash Flow measured in Brazilian
reais whose numbers are derived from our annual financial statements filed with the CVM.
The principal uses of funds in the year ended December 31, 2022 were for debt service obligations, including
pre-payment of debts in the international banking market, interest on finance debt, repurchase of
securities in the international capital market and lease payments totaling US$16,614 million, acquisition of
PP&E and intangibles assets in the amount of US$9,581 million and dividend payments amounting to
US$37,701 million. These funds were principally provided by cash from operating activities of US$49,717
million, financial compensation for the Búzios, Sépia e Atapu co-participation agreements of US$7,284
million, proceeds from financing of US$2,880 million and proceeds from divestments of US$4,846 million.
PETROBRAS | Annual Report and Form 20-F | 2022
209
Operating and Financial Review and Prospects
Source of Funds
In 2022, our financing strategy was mainly based in managing our existing financial liabilities, aiming to
extend short-term debt maturities and improving our capital structure, preserving our solvency and
liquidity.
We pursued our financing strategy in 2022 in the following ways:
using cash flow from operations; and
portfolio management.
Cash Flows from Operating Activities
Net cash provided by operating activities was US$49,717 million in 2022, an increase of 32% from US$37,791
million in 2021, mainly due to higher oil prices and higher refining margins.
Disposal of Assets
We received cash inflow from the sale of assets amounting to US$4,846 million, for the year ended
December 31, 2022, which represents the prices paid to us on the closing of the completed transactions and
the upfront contract signing payments related to certain transactions that have not yet been closed.
Assets
Exercise of the call option in Búzios field
Sale of Carmópolis group of onshore fields
Sale of Gaspetro
Sale of Albacora Leste concession
Sale of Recôncavo group of onshore fields
Sale of Alagoas group of fields and of Alagoas Natural Gas Processing Unit
Sale of REMAN refinery assets
Sale of Potiguar group of fields
Sale of Deten petrochemical plant
Others
TOTAL
Cash-inflow
(US$ million)
1,953
548
391
293
246
240
229
110
106
730
4,846
From January 1, 2023 through February 28, 2023, we have received US$1,718 million from divestments,
primarily related to the receipt of US$1,635 million on the sale of the Albacora Leste field.
For additional information on divestments, see “Our Business – Portfolio Management” in this annual
report.
PETROBRAS | Annual Report and Form 20-F | 2022
210
Operating and Financial Review and Prospects
Debt
Our proceeds from financing are comprised of local and global notes issued in the capital markets, funds
raised from banking markets (in Brazil and abroad), and the use of revolving credit lines.
Additionally, our total debt includes lease liabilities. Our Gross Debt (which represents the sum of current
and non-current finance debt and lease liabilities) totaled US$53,799 million, and the Net Debt (a non-GAAP
measure representing Gross Debt minus Adjusted Cash and cash equivalents), totaled US$41,516 million.
For reconciliation of Net Debt and Gross Debt, see “Liquidity and Capital Resources – Sources of Funds –
Finance Debt - Adjusted EBITDA and Net Debt/Adjusted EBITDA ratio” in this annual report.
Finance Debt
Debt profile
In 2022, proceeds from financing amounted to US$2,880 million, mainly reflecting: (i) a sustainability-linked
loan in the international banking market in the amount of US$1,244 million maturing in 2027; (ii) commercial
notes in the Brazilian market in the amount of US$572 million due in 2030 and 2032; and (iii) the issuance of
private placement commercial notes that backed the issuance of certificates of real estate receivables in
the amount of US$280 million, maturing in 2030, 2032 and 2037.
We currently issue notes in the international capital markets through our wholly-owned finance subsidiary
PGF. We fully and unconditionally guarantee such notes issued by PGF.
Information on weighted average interest rate and weighted average maturity of our finance debt is
presented below:
Weighted average interest rate (%)
Weighted average maturity (in years)
Leverage (%)(1)
2022
2021
2020
6.5
6.2
5.9
12.07
13.39
11.71
39
41
47
(1) This leverage takes into account market capitalization as of December 31 of the respective year and is defined as (Gross Debt – Cash and cash
equivalents) / (Market Capitalization + Gross Debt – Cash and cash equivalents).
For additional information on Finance Debt amortization, see “ – Liquidity and Capital Resources – Use of
Funds – Debt Service Obligations” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
211
Operating and Financial Review and Prospects
FINANCE DEBT PROFILE PER CATEGORY AS OF DECEMBER 31, 2022 (%)
DEBT PROFILE PER CURRENCY AS OF DECEMBER 31, 2022 (%)
As of December 31, 2022, our finance debt due in the short-term, including accrued interest, amounted to
US$3,576 million, as compared to US$3,641 million as of December 31, 2021.
Our outstanding long-term finance debt amounted to US$26,378 million as of December 31, 2022, as
compared to US$32,059 million as of December 31, 2021. This decrease was primarily due to the repurchase
of global bonds previously issued by us in the capital markets.
See Note 31 to our audited consolidated financial statements for a breakdown of our finance debt, a roll-
forward schedule of our finance debt by source and other information.
For more information about our securities, including our bonds, see Exhibit 2.4 to this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
212
Operating and Financial Review and Prospects
Rating
In 2022, Moody’s maintained our credit rating at "Ba1," with a stable outlook. The agency also
maintained our stand alone rating at "Ba1”, one notch above the Brazilian government. S&P
maintained our credit rating at “BB-” with a stable outlook and kept our stand alone rating at “BB+”,
one notch below investment grade. Fitch maintained our credit rating at “BB-“, but improved the
outlook from negative to stable. The agency maintained our stand alone rating at "BBB”, the second
level in the investment grade scale.
As of Macrh 28, 2023, there were no changes to our stand-alone credit profile rating or to our global
rating.
GLOBAL RATING
Standard & Poor’s
Moody’s
Fitch
(1) As of March 28, 2023.
(2) As of December 31.
STAND ALONE RATING
Standard & Poor’s
Moody’s
Fitch
(1) As of March 28, 2023.
(2) As of December 31.
2023(1)
2022(2)
2021(2)
BB-
Ba1
BB-
BB-
Ba1
BB-
BB-
Ba1
BB-
2023(1)
2022(2)
2021(2)
BB+
Ba1
BBB
BB+
Ba1
BBB
BB+
Ba1
BBB
PETROBRAS | Annual Report and Form 20-F | 2022
213
Operating and Financial Review and Prospects
Exposure to interest rate and exchange rate risk
The table below provides a summary of information regarding our exposure to interest rate and
exchange rate risk in our finance debt for 2022 and 2021, including short-term and long-term debt.
TOTAL FINANCE DEBT (1)
Real - denominated
Fixed rate
Floating rate
Sub-total
U.S. dollar - denominated
Fixed rate
Floating rate
Sub-total
Other currencies
Fixed rate
Sub-total
TOTAL
Floating rate debt
Real-denominated
Foreign currency-denominated
Fixed rate debt
Real-denominated
Foreign currency denominated
TOTAL
U.S. dollars
Euro
Gbp
Brazilian reais
TOTAL
(1) Short term and long term.
2022 (%)
2021 (%)
8.8
7.6
16.4
39.9
35.8
75.7
7.9
7.9
7.2
5.4
12.6
46.9
31.9
78.8
8.6
8.6
100.0
100.0
7.6
35.8
8.8
47.8
5.4
31.8
7.2
55.6
100.0
100.0
75.7
3.1
4.8
16.4
100.0
78.7
3.4
5.2
12.7
100.0
PETROBRAS | Annual Report and Form 20-F | 2022
214
Operating and Financial Review and Prospects
We aim to practice integrated risk management in every decision-making process. Thus, we do not
focus solely on the individual risks of our operations or business units, but, rather, we take a broader
view of our consolidated activities, capturing possible natural hedges where and when available.
With respect to the management of financial risks, including market risks, we preferentially use more
structural actions through the management of our equity and indebtedness levels, instead of using
financial derivative instruments.
Market risk management focuses on the uncertainties inherent in meeting our objectives and aims
at establishing action plans towards a balanced combination of risk, return and liquidity. Acceptable
limits for market risks depend on the conditions of the business environment, such as price levels,
rates and volatility of risk factors, political, macroeconomic and other uncertainties that
significantly influence our economic and financial performance. We define the limits for market risks
when elaborating each new strategic plan we adopt, considering our strategic objectives, goals,
expected value and the liquidity of financial resources required for the implementation of that
strategic plan. The use of financial instruments, such as derivatives, may be necessary to meet our
needs.
In general, our foreign currency floating rate debt is principally subject to fluctuations in LIBOR. Our
floating rate debt denominated in reais is subject to fluctuations in the Brazilian interbank offering
rate (or “DI”) and Brazilian long-term interest rate as fixed by the CMN.
We are taking actions to mitigate the potential impact of the discontinuation of LIBOR on our debt
contracts in order to substitute LIBOR with another reference rate but according to information that
we have through the date of this annual report, we do not believe this event should represent a
material risk to our consolidated results and financial condition. For more information on the
expected effects of the IBOR Reform, see note 31.4 to our audited consolidated financial
statements.
We generally do not use derivative instruments to manage our exposure to interest rate fluctuation,
but we may utilize these financial instruments in the future.
The exchange rate risk to which we are exposed has greater impact on the balance sheet and derives
principally from the presence of non-real denominated obligations in our debt portfolio. With
respect to the management of foreign exchange risks, we take a broader view of our consolidated
activities, capturing possible natural hedges whenever they are available, benefiting from the
correlation between our income and expenses. In the short term, the management of our foreign
exchange risk involves allocating our cash investments between the real and other foreign
currencies. Our strategy, reevaluated annually in the revision of our Strategic Plan, may also involve
the use of financial instruments, such as derivatives, to hedge certain liabilities, minimizing foreign
exchange rate risk exposure, especially when we are exposed to a foreign currency in which no cash
inflows are expected, for example, the Pound Sterling.
In 2017, we entered into derivative transactions, through our indirect subsidiary Petrobras Global
Trading BV (“PGT”), in the form of cross-currency swaps to hedge against exposure in Pound Sterling
versus U.S. dollars, arising from past issues of bonds in that currency. During 2021, the notional
amount was reduced, adjusting the protection to a lower exposure to the Pound Sterling provided
by the prepayment of related-party loans in this currency over the course of this period. In 2022,
after carrying out a broad and integrated assessment of the main risk factors to which we are
exposed, we decided to fully unwind from the Pound Sterling derivatives contracts.
In September 2019, we contracted derivative operations to hedge against cash flow exposure arising
from debt issued in Brazilian reais, the first series of the seventh debentures issuance, with the IPCA
x CDI interest rate swap maturing in September 2029 and September 2034 and the CDI x Dollar cross-
currency swap operations maturing in September 2024 and September 2029. In July 2022 we
approved the first Debenture Repurchase Plan, authorizing the acquisition of debentures issued by
us to be held in treasury or later sold. So far, we have carried out the repurchase of an insignificant
amount of this debt. The position in the derivatives contracts remains unchanged.
PETROBRAS | Annual Report and Form 20-F | 2022
215
Operating and Financial Review and Prospects
We have designated cash flow hedging relationships to reflect the economic essence of the
structural hedge mechanism between U.S. dollar-denominated debt and future sales revenues.
See “Consolidated Financial Performance – Exchange Rate and Variation Impacts” in this section and
Notes 4.7 and 34.3(a) to our audited consolidated financial statements for further information about
our cash flow hedge.
See Note 34.3 to our audited consolidated financial statements for more information about our
interest rate and exchange rate risks, including a sensitivity analysis demonstrating the potential
impact of an adverse change in the underlying variables as of December 31, 2022.
For further information regarding expected maturity schedule and currency, the principal and
interest cash flows, related average interest rates of our debt obligations, credit risk and liquidity
risk, see Notes 31, 34.5 and 34.6 to our audited consolidated financial statements.
Lease Liabilities
We are the lessee in agreements primarily including oil and gas producing units, drilling rigs and other
exploration and production equipment, vessels and support vessels, helicopters, lands and buildings. As of
December 31, 2022, the amount of lease liabilities totaled US$23,845 million.
Adjusted EBITDA and Net Debt/Adjusted EBITDA ratio
The Net Debt/Adjusted EBITDA ratio is non-GAAP measure that helps our management assess our liquidity
and leverage, and it is measured in U.S. dollars. Net Debt/Adjusted EBITDA ratio is not defined under IFRS
and should not be considered in isolation or as a substitute for net income or other measures calculated in
accordance with IFRS.
Adjusted EBITDA represents an alternative measure to our net cash provided by operating activities and is
computed by using the net income before net finance income (expense), income taxes, depreciation,
depletion and amortization, adjusted by results
impairment,
reclassification of comprehensive income (loss) due to the disposal of equity-accounted investments,
results from disposal and write-offs of assets, remeasurement of investment retained with loss of control
and results from co-participation agreements in bid areas. Adjusted EBITDA is not defined under IFRS and
should not be considered in isolation or as a substitute for net income or other measures calculated in
accordance with IFRS.
in equity-accounted
investments,
PETROBRAS | Annual Report and Form 20-F | 2022
216
Operating and Financial Review and Prospects
US$ million
Net income
Net finance expense
Income taxes
Depreciation, depletion and amortization
Results in equity-accounted investments
Impairment
Reclassification of comprehensive income (loss) due to the disposal of equity-
accounted investments
Results on disposal/write-offs of assets and on remeasurement of investment
retained with loss of control
Results from co-participation agreements in bid areas
Adjusted EBITDA
2022
2021
2020
36,755
19,986
948
3,840
10,966
9,630
16,770
8,239
(1,174)
13,218
11,695
11,445
(251)
(1,607)
659
1,315
(3,190)
7,339
0
41
43
(1,144)
(1,941)
(499)
(4,286)
(631)
−
66,217
43,558
28,391
Net Debt reflects the Gross Debt, net of Adjusted Cash and cash equivalents (see definition in “Liquidity
and Capital Resources” in this annual report). Gross Debt reflects the sum of current and non-current
finance debt and lease liabilities.
Our Adjusted EBITDA, Adjusted Cash and cash equivalents, Net Debt and Net Debt/Adjusted EBITDA ratio
are non-GAAP measures and may not be comparable to the calculation of liquidity measures presented by
other companies, and they should neither be considered in isolation nor as substitutes for any measures
calculated in accordance with IFRS. These metrics must be considered together with other measures and
indicators for a better understanding of our financial condition.
We applied the same foreign exchange translation method as set forth in Note 2 to our audited consolidated
financial statements for presenting this metric in U.S. dollars. Accordingly, assets and liabilities items were
translated into U.S. dollars at the exchange rate as of the date of the statement of financial position, and
all items pertaining to the statement of income and statement of cash flows were translated at the average
rates prevailing at each period.
The following table presents the reconciliation for 2022 and 2021 of the Net Debt/Adjusted EBITDA ratio
measure to the most directly comparable measure derived from IFRS captions, which is, in this case, is the
finance debt plus lease liability minus cash and cash equivalents, divided by the net cash provided by
operating activities:
PETROBRAS | Annual Report and Form 20-F | 2022
217
Operating and Financial Review and Prospects
US$ million
Cash and cash equivalents
Government securities and time deposits (maturity of more than three
months)
Adjusted Cash and cash equivalents
Finance debt
Lease liability
Current and non-current debt - Gross Debt
Net Debt
Net cash provided by operating activities - OCF
Allowance for credit loss on trade and other receivables
Trade and other receivables, net
Inventories
Trade payables
Taxes payable (1)
Others(2)
Total Adjusted EBITDA
Gross debt net of Cash and cash equivalents/OCF ratio
Net debt/Adjusted EBITDA ratio
2022
7,996
4,287
12,283
29,954
23,845
53,799
41,516
49,717
(65)
(355)
1,217
359
13,957
1,387
66,217
0.92
0.63
2021
10,467
650
11,117
35,700
23,043
58,743
47,626
37,791
30
2,075
2,334
(1,073)
(697)
3,095
43,558
1.28
1.09
(1) It is composed of Other taxes payable and Income taxes paid.
(2) In 2022, it mainly comprises payments related to Pension plans (Term of Financial Commitment). In 2021, it mainly comprises payments related to Judicial
deposits and Pension plans (Term of Financial Commitment and Petros 3 Plan).
Our Net Debt/Adjusted EBITDA ratio computed in U.S. dollar decreased from 1.09 as of December 31, 2021
to 0.63 as of December 31, 2022, reflecting the effects derived by the combination of higher Adjusted
EBITDA and lower Net Debt.
Use of Funds
Capital Expenditures
We disbursed a total of US$9,848 million in 2022 (of which 68% was used in E&P business), a 12% increase
when compared to our Capital Expenditures of US$8,772 million in 2021. In line with our previous 2022-2026
strategic plan, our Capital Expenditures in 2022 were primarily directed toward the most profitable
investment projects relating to oil and gas production. These expenditures are based on our plan cost
assumptions and financial methodology.
PETROBRAS | Annual Report and Form 20-F | 2022
218
Operating and Financial Review and Prospects
CAPITAL EXPENDITURES BY BUSINESS SEGMENTS (US$ million)
For the Year Ended December 31,
Exploration and Production
Refining, Transportation and Marketing
Gas and Power
Corporate and Other Businesses
TOTAL
2022
7,844
1,193
350
461
2021
2020
7,129
6,557
932
412
298
947
352
200
9,848
8,772
8,056
For information on our future Capital Expenditures, see “Strategic Plan” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
219
Operating and Financial Review and Prospects
Dividends
Our Board of Directors proposed a distribution of dividends in 2022 in the amount of US$43,187 million.
Such dividends were calculated in Brazilian reais, according to our dividend policy, in the amount of
R$222,560 million representing 60% of our Free Cash Flow, converted to U.S. dollars based on the exchange
rate prevailing at the date of approval for each anticipation and on the closing exchange rate for the
complementary dividends.
For more information on our dividend policy, see “Shareholder Information – Dividends” in this annual
report and Note 33.5 to our audited consolidated financial statements.
Debt Service Obligations
As of December 31, 2022, our debt maturity profile includes, for the next five years, US$33,889 million in
finance debt and lease liability (nominal amounts).
AMORTIZATION PROFILE (1) (US$ million)
1) Amounts composed by Lease nominal future payments and Finance debt principal.
Finance Debt
In 2022, we repaid several finance debts, in the amount of US$11,184 million notably: (i) US$5,444 million to
repurchase global bonds previously issued by us in the capital markets and (ii) US$5,676 million of debt
repayment. See Note 31 to our audited consolidated financial statements.
Lease Liabilities
We are the lessee in agreements that primarily include oil and gas producing units, drilling rigs and other
exploration and production equipment, vessels and support vessels, helicopters, land and buildings.
Payments in certain lease agreements vary due to changes in facts or circumstances occurring after their
inception other than the passage of time. These payments are not included in the measurement of the lease
obligations.
PETROBRAS | Annual Report and Form 20-F | 2022
220
Operating and Financial Review and Prospects
In addition, there are nominal amounts of lease agreements for which the lease term has not commenced,
as they relate to assets under construction or not yet available for use. As of December 31, 2022, these
agreements amount to US$79,913 million (US$79,557 million at December 31, 2021).
For information on changes in the balance of lease liabilities and on leases by class of underlying assets, see
Note 32 to audited consolidated financial statements.
Ability of Subsidiaries to Transfer Funds to Us
As of the date hereof, we have no knowledge of any legal or economic restrictions on the ability of our
subsidiaries to transfer funds to us in the form of loans and/or dividends, except for the prejudgment
attachment levied by a number of EIG entities that currently prevents PIBBV from paying dividends to
Petrobras. As a result, we do not anticipate any impact on our ability to meet our cash obligations. For
further information on the prejudgment attachment see “Legal and Tax - Legal Proceedings - Sete Brasil’s
Investor Claim and Mediation Procedure” in this annual report.
Other Information
Critical Accounting Policies and Estimates
Note 4 to our audited consolidated financial statements provides information about those areas involving
judgments and/or estimates requiring the use of assumptions about matters with a higher degree of
uncertainty. We consider an accounting policy or estimate as critical based on the degree of uncertainty,
the potential events that may affect our estimates and the likelihood of a material impact if we have used
a different estimate.
Explanatory notes to our audited consolidated financial statements to each of those areas relates provide
additional qualitative and quantitative information for a better understanding of our judgments
application, the estimation uncertainties and their impacts.
PETROBRAS | Annual Report and Form 20-F | 2022
221
Management and Employees
Management
and Employees
Management and Employees
Management
Board of Directors
Our Board of Directors is composed of a minimum of seven and maximum of eleven members and is
responsible for, among other things, establishing our general business policies. Our Bylaws specifically
provide that our Board of Directors must be composed of external members only, without any current
statutory or employment relationship with us, except for the member designated as our CEO and the
member elected by our employees.
The Brazilian federal government controls a majority of our voting shares and has the right to elect a
majority of the members of our Board of Directors. Our Board of Directors, in turn, elects our management.
See “Recent Developments” in this annual report.
As a mixed-capital company with 200 or more employees, in which the Brazilian federal government directly
or indirectly holds a majority of the voting rights, our employees have the right to elect one member of our
Board of Directors to represent them, by means of a separate voting procedure.
Our Bylaws also provide that, regardless of the rights granted to minority shareholders, the Brazilian federal
government always has the right to elect the majority of our directors, regardless of the number of
directors.
The term of office of our directors may not exceed two years and any member of our Board of Directors may
be re-elected for up to three consecutive times.
In accordance with Brazilian Corporate Law, shareholders may remove any director from office at any time
with or without cause at an extraordinary shareholders’ meeting, and in case of removal of any board
member elected through cumulative voting procedure, it will result in the removal of all of the other
members elected under the same procedure, after which new elections must occur.
Our Board of Directors must be composed of, at least, 40% independent members, in compliance with
Brazilian Corporate Law and B3 Level 2 rules. In case of contradictions between these rules, the stricter rules
prevail.
For further information on Level 2 listing segment, see “Shareholder Information” in this annual report.
For further information regarding the composition, attributions and duties of our Board of Directors, see
Exhibit 1.1 to this annual report for a copy of our Bylaws.
For further information relating to changes to the composition of our Board of Directors and our
management team, see “Recent Developments” in this annual report.
As of the date of this annual report, we have the following 11 directors:
PETROBRAS | Annual Report and Form 20-F | 2022
223
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
224
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
225
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
226
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
227
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
228
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
229
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
230
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
231
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
232
Management and Employees
Fiscal Council
We have a permanent Fiscal Council composed of up to five members, which is independent of our
management and independent registered accounting firm. Our Fiscal Council’s responsibilities, as a
supervisory body, include, among others: (i) representing the shareholders, monitoring management
activities; (ii) verifying compliance with legal and statutory duties; and (iii) reviewing the annual
management report and the audited consolidated financial statements, issuing an opinion at the end of the
year.
The members of our Fiscal Council and their corresponding alternates are elected by our shareholders at
the Annual Shareholders’ Meeting for a one-year term. Two consecutive re-elections are permitted under
Brazilian Corporate Law. Holders of preferred shares and minority holders of common shares are each
entitled, as a class, to elect one member and the corresponding alternate of our Fiscal Council. The Brazilian
federal government has the right to appoint the majority of the members of our Fiscal Council and their
alternates, of which one member and the corresponding alternate will be necessarily appointed by the
Minister of Finance, representing the Brazilian Treasury.
CURRENT MEMBERS OF OUR FISCAL COUNCIL
Year of first
appointment
Elected/appointed by
Members
Marisete Fátima Dadald Pereira
Sergio Henrique Lopes de Sousa (Chairman)
Janete Duarte Mol
Patrícia Valente Stierli
Michele da Silva Gonsales Torres
Alternate members
Otávio Ladeira de Medeiros
Alan Sampaio Santos
Antonio Emílio Bastos Aguiar Freire
Robert Juenemann
2022
2020
2022
2021
2021
2022
2020
2021
2021
Brazilian federal government
Brazilian federal government
Brazilian federal government/Ministry of
Finance
Minority shareholder
Preferred shareholder
Brazilian federal government/Ministry of
Finance
Brazilian federal government
Minority shareholder
Preferred shareholder
For further information relating to changes to the composition of our Fiscal Council, see “Recent
Developments” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
233
Management and Employees
Executive Officers
Our Board of Executive Officers is composed of one Chief Executive Officer (“CEO”) and eight executive
officers. According to our Bylaws, our Board of Executive Officers is responsible for our day-to-day
management. Our executive officers are not required to be Brazilian citizens but must reside in Brazil.
Pursuant to our Bylaws, our Board of Directors elects our executive officers, including the CEO, and must
consider personal qualifications, expertise and specialization when electing executive officers. Our
executive officers’ mandate lasts for two years, and no more than three consecutive re-elections are
allowed. Our Board of Directors may remove any executive officer from office at any time and without cause,
with a special procedure for the removal of the Executive Director of Governance and Compliance pursuant
to the Internal Regiment of Board of Directors. According to the Internal Regiment of Board of Directors, in
order to decide on the removal of the Executive Director of Governance and Compliance the Board of
Directors must follow a qualified quorum which requires the vote of the Director elected by the minority
shareholders or the Director elected by the preferred shareholders.
For further information regarding our Board of Executive Officers, see Exhibit 1.1 to this annual report for
a copy of our Bylaws.
For further information relating to changes to the composition of our Board of Executive Officers, see
“Recent Developments” in this annual report.
As of the date of this annual report, we have the following nine executive officers:
PETROBRAS | Annual Report and Form 20-F | 2022
234
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
235
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
236
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
237
Management and Employees
PETROBRAS | Annual Report and Form 20-F | 2022
238
Management and Employees
Additional Information on our Board of Directors and Board of
Executive Officers
Requirements for Election
Our Bylaws determine certain limitations on the election of our executive officers, members of our
management and members of our Board of Directors in addition to criteria set forth by our nomination
policy, Law No. 13,303/16, and Decree No. 8,945/16. Thus, in order to be elected, each of our executive
officers and each member of our Board of Directors must:
not be a defendant in any legal or administrative proceedings with an unfavorable ruling by appellate
courts concerning a matter related to the activities to be performed in our company;
not have commercial or financial pending issues claimed or included in official debtor registers,
although clarification on such issues may be provided to us;
demonstrate diligence in solving issues raised in reports of internal or external control bodies in
processes and/or activities under their management, when applicable;
not have violated our Code of Ethics, Code of Conduct, Manual of our Program for Corruption
Prevention or other internal rules, when applicable;
not have been included in the disciplinary system of any of our subsidiaries or affiliates, nor have
been subject to labor or administrative penalty in any other legal entity in the last three years as a
result of internal investigations, when applicable; and
have 10 years of experience in leadership, preferably, in business or in a related area, as specified in
our nomination policy.
PETROBRAS | Annual Report and Form 20-F | 2022
239
Management and Employees
Compensation
Under our Bylaws, our shareholders establish the aggregate compensation, or allocate the compensation
on an individual basis, payable to our directors, executive officers, members of our Fiscal Council and
advisory committees to our Board of Directors. In case shareholders do not allocate the compensation on
an individual basis, our Board of Directors is allowed to do so.
For the year-ended December 31, 2022, the aggregate amount of compensation we paid to all members of
our Board of Directors and our Board of Executive Officers was US$6.3 million. As of December 31, 2022 we
had nine executive officers and 11 Board of Directors members.
For more information on the amounts set aside or accrued by us to provide pension, retirement or similar
benefits, see “Employees – Benefits” in this section.
Board of Executive Officers
Board of Directors
Fiscal Council
2022
Average number of members in the period
Average number of paid members in the
period
9.00
9.00
11.00
3.83
5.00
5.00
Value of maximum compensation (US$)
452,768.37
28,187.46
28,187.46
Value of minimum compensation (US$) (1)
327,597.39
28,187.46
28,187.46
Average value of compensation (US$) (2)
608,852.97 (3)
27,812.55
28,187.46
(1) The value of the minimum individual annual remuneration was determined considering the remuneration actually paid to members during
the year.
(2) The average value of compensation corresponds to the total value of the annual compensation paid divided by the average number of
paid members in the period.
(3) The calculation includes the values related to the termination of the position (gardening leave) and payment of the deferred installments
of Variable Remuneration referring to former members of the Board of Executive Officers who left our company. Consequently, the
average value was higher than the value of the maximum compensation and does not represent the amount actually paid to our current
Executive Officers, which is presented in the minimum and maximum compensation amounts indicated above.
For further information regarding compensation of our employees and officers, see Notes 17 and 35 to our
audited consolidated financial statements.
In addition, the members of our Board of Executive Officers receive additional benefits, such as medical
assistance, supplementary social security benefits and a housing allowance.
The members of the Board of Directors are entitled to supplementary social security benefits. Members of
the Board of Directors and the Board of Executive Officers may be legally entitled to gardening leave
(“Quarentena”) upon termination of office, which rules and exceptions are provided by Brazilian law. None
of our Directors or Directors of our subsidiaries are entitled to post termination benefits. We have a people
committee, the COPE, in the form of an advisory committee.
For information on our advisory committee, see “Statutory Board Committees” below.
PETROBRAS | Annual Report and Form 20-F | 2022
240
Management and Employees
Share Ownership
As of December 31, 2022, the members of our Board of Directors, executive officers and members of Fiscal
Council beneficially held the following shares of our capital stock:
Common shares
Preferred shares
Board of Directors
Board of Executive Officers
Fiscal Council
-
-
-
63,213
-
-
Accordingly, on an individual basis, and as a group, our Directors, Executive Officers and Fiscal Council
members beneficially owned less than 1% of any class of our shares. The shares held by our Directors,
Executive Officers and Fiscal Council members have the same voting rights as the shares of the same type
and class that are held by our other shareholders. None of our Directors, Executive Officers and Fiscal
Council members hold any options to purchase common shares or preferred shares, nor does any other
person have any option to purchase our common or preferred shares. We do not have a stock option plan
for our Directors, Officers or employees.
Statutory Board Committees
Our Board of Directors has a total of six statutory advisory committees:
Investment Committee: responsible for advising our Board of Directors with respect to the
definition of our strategic guidelines, the strategic plan, the annual business plan, among other
strategic matters and financial issues. The committee also assists our Board of Directors in
evaluating the structure and conditions of investment and divestment transactions, including new
business opportunities, mergers, consolidations, and spin-offs in which we are involved, and which
are within the responsibility of the Board of Directors. In addition, the committee provides advice to
our Board of Directors on analyzing our annual financing program.
Audit Committee: for further information on our audit committee, please see “Audit Committee” in
this section.
Health, Safety and Environmental Committee: responsible for advising our Board of Directors on
policies and guidelines related to the strategic management of HSE, climate change, transition to a
low carbon economy and social responsibility issues, among other matters. This committee
monitors, among other issues, indicators and research on our image and reputation, related to the
HSE and sustainability matters, suggesting actions when necessary. In addition, the committee
approves and monitors ESG initiatives.
People Committee: responsible for assisting our Board of Directors in aspects regarding the
management of senior level human assets, including, but not limited to: compensation (fixed and
variable), appointments and succession policies as well as the selection and eligibility processes. The
People Committee stands in compliance with Brazilian Law No. 13,303/12 and Decree No. 8,945/16,
acting as an eligibility committee for assisting shareholders to nominate members to the Board of
Directors and Fiscal Council and overseeing the implementation of the required background checks
on integrity and compliance regarding of the Board of Directors, Fiscal Council and Executive
Officers nominees, as well as external members of the Board of Directors advisory committees, and
having a deliberative role in these cases. The committee advises our Board of Directors on the
possible application of penalties for the Executive Officers and, members of the Board of Directors
and its Statutory Advisory Committees and, evaluates appeals of terminations of employment
PETROBRAS | Annual Report and Form 20-F | 2022
241
Management and Employees
contracts in the event that the Integrity Committee does not reach a consensus on disciplinary
measures. The committee also monitors image and reputation surveys, recommending actions when
necessary.
Minority Committee: responsible for advising our Board of Directors on transactions with related
parties involving, the Brazilian federal government, its entities and foundations, or federal state-
owned enterprises on a permanent basis, including following up the revision process of the Transfer
of Rights Agreement. The minority committee also advises our shareholders issuing its opinion on
certain matters that require approval in shareholders’ meetings, pursuant to article 30, §4 of our
Bylaws.
Conglomerate Audit Committee: approved to meet the requirements of Law No. 13,303/16, which
provides the possibility that controlled companies share the costs and structures of their
corresponding parent companies. The committee is responsible for the companies of the Petrobras
Conglomerate that do not have internal audit committees. In addition, the committee provides
advice to our Board of Directors regarding guidelines for companies of the Petrobras Conglomerate
in matters provided in its bylaws.
PETROBRAS | Annual Report and Form 20-F | 2022
242
Management and Employees
SUMMARY OF THE COMPOSITION OF OUR STATUTORY ADVISORY COMMITTEES, AS OF
THE DATE OF THIS ANNUAL REPORT
Members
Investment
Audit
Committees
Health,
Safety, and
Environment
People
Minority
Audit of the
Petrobras
Conglomerate
●
●
●
●
●
●
●
●
●
●
●
●
●
Ana Silvia Corso Matte
Carlo Linkevieius Pereira
Edison Antonio Costa Britto Garcia
Edson Chil Nobre
Evely Forjaz Loureiro
Francisco Petros
Gileno Gurjão Barreto
Iêda Aparecida de Moura Cagni
Jônathas Assunção de Castro
José João Abdalla Filho
Marcelo Gasparino da Silva
Marcelo Mesquita de Siqueira Filho
Ricardo Soriano de Alencar
Rosangela Buzanelli Torres
Valdir Augusto de Assunção
●
●
●
●
●
● CHAIRMAN / CHAIRWOMAN OF EACH COMMITTEE
● EXTERNAL MEMBERS OF EACH COMMITTEE
● REMAINING MEMBERS
●
●
●
●
●
●
PETROBRAS | Annual Report and Form 20-F | 2022
243
Management and Employees
Audit Committee
Our statutory audit committee is an advisory committee of our Board of Directors, and provides assistance
in matters involving our accounting, internal controls, financial reporting and compliance. Our statutory
audit committee also recommends the appointment of our independent registered accounting firm to our
Board of Directors and evaluates the effectiveness of our internal financial and legal compliance controls.
In accordance with Law No. 13,303/2016 and Decree No. 8,945/2016, our statutory audit committee must
have at least three members and no more than five members, who must be independent in accordance with
the independence requirements of the Law No. 13,303/2016 and CVM Resolution 23/2021 and at least one
of the members must have recognized experience in corporate accounting. Additionally, CVM Resolution
No. 23/2021 requires at least one member of the audit committee to be a board member, although they
permit the appointment of other members who are not members of the Board of Directors provided that
such other members meet the independence requirements of the CVM. On November 30, 2020, our
shareholders approved an amendment to our bylaws requiring our audit committee to be composed of
members of our Board of Directors and external individuals. In 2022, Mr. Valdir Augusto de Assunção
remains an external member of our audit committee, having been appointed by our Board of Directors in
March 2021.
Due to its composition, our statutory audit committee is not equivalent to or comparable with a U.S. audit
committee. Pursuant to Exchange Act Rule 10A-3(c)(3), which provides for an exemption under the rules of
the SEC regarding the audit committees of listed companies, a foreign private issuer is not required to have
an audit committee equivalent to or comparable with a U.S. audit committee if the foreign private issuer
has a body established and selected pursuant to home country legal or listing provisions expressly requiring
or permitting such a body, and if the body meets the requirements that (i) it be separate from the full board,
(ii) its members not be elected by management, (iii) no executive officer be a member of the body, and (iv)
home country legal or listing provisions set forth standards for the independence of the members of the
body.
Given that in 2011, the CVM approved an Instruction No. 509/2011 (current CVM Resolution No. 23/2021)
governing the comitê de auditoria estatutário (statutory audit committee), an audit committee established
under the bylaws of the issuer and subject to certain requirements under the CVM rules, we understand that
our statutory audit committee complies with these requirements, and we rely on the exemption provided
by Rule 10A-3(c)(3) under the Exchange Act.
Mr. Valdir Augusto de Assunção is our audit committee financial expert. Our audit committee is currently
composed of four members (all independent, in accordance with the independence requirements of the Law
No. 13,303/2016 and CVM Resolution No. 23/2021) and is responsible for, among other matters:
monitoring, analyzing, and making recommendations to our Board of Directors with respect to the
appointment and dismissal of our independent registered accounting firm, as well as evaluating the
independence of our independent registered accounting firm for issuing an opinion on the financial
statements and their qualifications and expertise;
advising our Board of Directors on the review of our annual and quarterly consolidated financial
statements, monitoring compliance with relevant legal and listing requirements and ensuring
appropriate disclosure of our economic and financial situation filed with the CVM and the SEC;
advising our Board of Directors and our management, in consultation with internal and independent
registered accounting firm and our risk management and internal controls units, in monitoring the
quality and integrity of our internal control over financial reporting systems, our audited
consolidated financial statements and related financial disclosures;
reviewing and submitting proposals to our Board of Directors relating to the resolution of conflicts
between management and the independent registered accounting firm relating to our audited
consolidated financial statements;
assessing and monitoring, together with our internal management and audit area, the adequacy of
actions to prevent and combat fraud and corruption;
PETROBRAS | Annual Report and Form 20-F | 2022
244
Management and Employees
evaluating and monitoring, jointly with our management and our internal auditors, our transactions
with related parties, including a review, at least once a year, of all related party transactions and a
previous analysis of related party transactions involving amounts higher than certain levels;
establishing and reviewing procedures for the receipt, retention and processing of complaints
regarding accounting, internal control and auditing matters, including procedures for the
confidential submission of internal and external complaints relating to the scope of the committee’s
activities, as well as receiving, retaining and processing any such complaints;
evaluating the parameters underlying the actuarial calculations, as well as the actuarial result of the
benefit plans maintained by our social security foundation, Fundação Petrobras de Seguridade
Social; and
conducting the formal evaluation of our internal audit executive manager on an annual basis.
For further information relating to changes to the composition of our Board of Directors, see “Recent
Developments” in this annual report.
With respect to the relationship of our audit committee with our independent registered accounting firm,
as provided in our Bylaws, our Board of Directors is responsible for deciding, among other matters, the
appointment and dismissal of independent registered accounting firm, which are prohibited from providing
consulting services to us during the term of an audit’s contract. Our audit committee has the authority to
recommend pre-approval policies and procedures for the engagement of our independent registered
accounting firm’s services. Our management is required to obtain the audit committee’s pre-approval
before engaging an independent registered accounting firm to provide any audit or permitted non-audit
services to us or any of our consolidated subsidiaries. Our audit committee has pre-approved a detailed list
of audit services up to specified monetary thresholds. The list of pre-approved services is updated from
time to time. The audit services that are not included in the list, or that exceed the thresholds specified
therein must be directly approved by our audit committee. Our audit committee monitors the performance
of the services provided by our independent registered accounting firm and reviews and monitors our
independent registered accounting firm’s independence and objectivity.
PETROBRAS | Annual Report and Form 20-F | 2022
245
Management and Employees
Principal accountant fees and services
The following table sets forth the fees billed to us, in US$ million, by our independent registered
accounting firm KPMG Auditores Independentes Ltda. during the fiscal years ended December 31,
2022 and 2021:
Audit fees(1)
Audit-related fees(2)
TOTAL FEES
2022
2021
6.0
0.3
6.3
6.6
0.1
6.7
(1) Audit fees comprise fees billed (including fees for services related to tax review in relation to statutory and regulatory filings) in
connection with the audit of our audited consolidated financial statements (IFRS and Brazilian GAAP), interim reviews (IFRS and Brazilian
GAAP), audits of our subsidiaries (IFRS and Brazilian GAAP, among others), consent letters and review of periodic documents filed with
the SEC.
(2) Audit-related fees refer to assurance and related services that are reasonably related to the performance of the audit or reviews of our
audited consolidated financial statements and are not reported under “audit fees.”
Additional Information on Members of our Audit Committee
Relying on the exemption set forth in Rule 10A-3(b)(1)(iv)(E), two members of our audit committee, Mr.
Edison Antônio Costa Britto Garcia and Mr. Gileno Gurjão Barreto have been appointed by the Brazilian
federal government, our controlling shareholder. In our assessment, Mr. Garcia acts independently in
performing the responsibilities of an audit committee as defined in Rule 10A-3 under the Exchange Act and
acts in accordance with the CVM Rules, Mr. Barreto acts independently in performing the responsibilities of
an audit committee as defined in Rule 10A-3 under the Exchange Act.
Mr. Francisco Petros Oliveira Lima Papathanasiadis is also a member of our audit committee, designated by
holders of our common shares. Mr. Petros is independent, as defined in Law No. 13,303/2016 and CVM
Instruction No. 509/2011.
For recent developments relating to recent changes to the composition of our Board of Directors, see
“Recent Developments” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
246
Management and Employees
Employees
Our workforce is our most important asset. Our people management is based on inclusion, diversity,
dialogue and respect for our employees.
PETROBRAS | Annual Report and Form 20-F | 2022
247
Our employees by region
(not including our subsidiaries, joint operations or structure entities)
Southeastern Brazil
Northeastern Brazil
Other locations
Total
Our subsidiaries’ employees by region
Southeastern Brazil
Northeastern Brazil
Other locations in Brazil
Abroad
Total
TOTAL
Management and Employees
As of December 31,
2022
2021
2020
32,985
32,572
34,047
3,390
3,840
2,307
2,291
4,910
2,528
38,682
38,703
41,485
4,596
4,901
5,216
734
569
568
744
563
621
856
717
776
6,467
6,829
7,565
45,149
45,532
49,050
We attract and retain talented employees by offering competitive benefits and participation in a variable
compensation program. We also offer as the possibility for professional growth and development based on
performance and meritocracy in addition to monthly compensation.
The table below sets forth the main expenses related to our employees for the last three years:
Salaries, accrued vacations and related charges
Employee training(1)
Profit-sharing distributions
Variable compensation program
US$ million
2022
3,006
42
131
547
2021
2,665
8
125
469
2020
3,064
6
7
439
(1) Employee training is not considered an employee benefit in our audited consolidated financial statements.
For more information on profit-sharing distributions and variable compensation program see respectively
“Labor Relations” and “Employees Variable Compensation” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
248
Management and Employees
Workforce
One of the main current and future challenges for our people management is to ensure the continuous
adequacy of our workforce to the business portfolio.
Our workforce planning methodology is aimed at the optimal mapping of employees‘ needs. It is built
through our business’s processes perspective and considers strategic scenario modifications in the medium
and long terms. It considers operational safety and projects requirements, as well as portfolio management
decisions and organizational restructuring.
In addition, we seek to adapt our current workforce to our strategies through the following: improvement
of internal workforce mobility practices; flexibility for our portfolio management strategy; training and
continuing education related to mobility programs; analysis of impacts and costs; critical thinking;
knowledge management; and improvement of our workforce profile. These programs, which facilitate the
increase of productivity and optimize our processes, also allow us to better adjust our workforce to our
business needs.
Employees are one of the most important intangible assets to us and the ability to attract qualified and
talented employees, as well as retain and nurture internal talent is critical to our success and sustainability.
We focus on attracting the best external talent without neglecting the internal talent of employees, who
have grown with us, and understand our organization, mission and culture.
In order to meet workforce needs, we prioritize the filling of open positions internally, through organized
internal career mobility processes to retain talent and reduce external hiring costs.
We also have been hiring external employees through different recruitment processes. In order to
determine the number of new employees, we consider both our business needs and our current vacancies.
In 2022, 7,143 open positions and 6,408 were filled internally, representing 89.7% of the total amount of
vacancies.
In 2021 we launched a Public Recruitment Process (“PSP”), which received more than 160,000 applications
to fill 757 vacancies, guaranteeing at least 8% of vacancies for people with disabilities and 20% for black
candidates. This last selection process had a totally digital admission process (paperless) and a structured
onboarding process, which resulted in a 97% satisfaction rate among new employees. As a result of this
process, in 2022, a total of 735 employees were hired, of which 92.38% were hired through the PSP.
In addition to changes to the admissions and onboarding processes, the workforce was impacted by the
dismissal of employees enrolled in new iterations of the Voluntary Severance Programs (“PDVs”) that were
introduced through 2019. In 2022, 402 employees left our company through the Incentive Retirement
Program (“PAI”) and the three PDVs, differentiated by target audience: (i) PDV 2019, focused on retired
employees, (ii) a PDV for employees of certain areas undergoing divestment processes and (iii) a PDV for
administrative employees.
In total, 756 employees left us in 2022, of which 533 were voluntary dismissals (includes PDVs and other
types of dismissals).
Hiring new employees through the PSP and dismissals contributed to a slight change in the range
distribution of our employees by time spent at our company, as well as the age pyramid. The employees
that were hired in 2022 support our current Strategic Plan and enable workforce renewal. We believe that
our growth helps ensure competitive advantage and value to our business, in terms of knowledge and talent
management.
PETROBRAS | Annual Report and Form 20-F | 2022
249
OUR TURNOVER (not including our subsidiaries, joint operations or structure entities)
Management and Employees
TIME IN PETROBRAS (not including our subsidiaries, joint operations or structure entities) (%)
Labor Relations
We respect the freedom of association and recognize the right to collective bargaining, as recommended
by United Nations Global Pact. This commitment is reinforced by our Human Resources Policy, which
determines the implementation of sustainable agreements built through dialogue, ethics and transparency
with employee representatives, and by our Code of Ethical Conduct which ensures freedom of union
association. We also follow the International Labor Organization (“ILO”) conventions ratified by Brazil.
PETROBRAS | Annual Report and Form 20-F | 2022
250
Management and Employees
According to Brazilian legislation, all of our employees are represented by unions. We maintain relationships
with 17 trade unions and two federations (i.e., a top-level union entity) of oil workers, as well as six unions
and one federation of maritime workers. We value our relationships with all our stakeholders. For this
reason, we invest in open and permanent dialogue with trade unions. As of December 31, 2022, 42% of our
employees were unionized.
We have a Collective Bargaining Agreement (“2022-2023 CBA”) with the oil and maritime trade unions, valid
for one year, until August 2023. These agreements include economic and social provisions relating to work,
safety conditions, benefits, and other matters.
We also set several Individual Employment Agreements with employees who desire this format of
agreement and meet the minimum requirements determined by law. We have offered a one-year term
Individual Employment Agreement that covers the same conditions offered in our CBA.
Our agreements seek to be aligned with the UN Sustainable Development Goals, contributing mainly to
decent work and gender equality.
Currently, 96% of our employees are covered by Collective Bargaining Agreements and 4% of our employees
are under Individual Employment Agreements.
In 2022, we increased the salaries and benefits of oil and maritime employees by 8.73% and 6.47%,
respectively, according to the conditions negotiated and established in the 2022-2023 CBA.
We also have a Profit Sharing Program (“PLR”) Agreement valid for 2021 and 2022, which determines the
rules regarding profit sharing payment.
Another right defined in Brazilian legislation is the power of employees to embrace their causes and
promote strikes under the principles defined by law. We respect the right to strike, but we maintain our
activities in full operation using contingency plans. The contingency plans are the way we can deal with
several types of situations by being backup plans for operational continuity and safety we can use in case
of unexpected situations.
Benefits
Employees Variable Compensation
We adopt a compensation policy in line with market practices in which we operate.
Performance Award Program
Since 2019, we have used the Performance Award Program (“PPP”), a variable remuneration model for all
employees. In line with our Strategic Plan, the PPP aims to align the interest between shareholders,
executives, career and non-career employees, encourage result-oriented behavior, variable compensation
based on results achieved, variable remuneration for task delivery and contributes to attracting and
retaining talent.
In the 2021 fiscal year, the PPP was triggered after the fulfillment of the minimum prerequisites established:
Declaration and payment of dividends to our shareholders, for such fiscal year, approved by our
Board of Directors; and
Obtaining a positive net profit for the year.
As a result, US$443.78 (R$2,292) million was paid throughout 2022, after approval in our Annual General
Meeting.
PETROBRAS | Annual Report and Form 20-F | 2022
251
Management and Employees
During 2022, the scorecards of the organizational units continued to be considered as input for the
assessment of members of the board, executive managers and other members of our general structure,
which are reflected in the calculation of variable remuneration, and include the following items: (i) the
results of our main metrics such as: Gross Debt (corresponds to the total outstanding balance of contracted
debts), Delta EVA® (Economic Value Added – measures the economic profit in a given period minus the cost
of invested capital from its operating profit), IAGEE and VAZO; (ii) the scores of specific metrics of each
executive scorecard (represented by specific indicators and strategic initiatives that address economic,
environmental and social factors); and (iii) discretionary assessment made by the immediate superior
according to the employee’s profile and performance. The higher the hierarchical level, the greater the
weight of the top metrics and, therefore, the multiple remunerations associated with the award reflecting
the greater degree of responsibility of the manager in relation to the metrics of his or her area and to our
performance metrics.
As approved by our Board of Directors and SEST, program payments must be deferred over five years as a
long-term incentive (“LTI”) for members of the Executive Board (President and Directors) and, since the
2020 fiscal year, for our Executive Managers and General Managers. The value of such payments are based
on the market value of our shares without factoring in any option to buy our shares. Consequently,
Executive Board and Management payments must be carried out as follows: 60% of the value of the Program
must be paid in a cash installment while 40% of the balance must be settled in four annual deferred
installments, the value of which must be symbolically converted into the corresponding number of our
common shares (PETR3), using as a base value their weighted average during the last 60 trading sessions
of the applicable fiscal year. The President, Executive Director, Executive Managers or General Managers
may exercise the right to receive deferred installments after the established grace periods have been
fulfilled. The value of each installment must be equivalent to the conversion of symbolic shares into cash
value based on the weighted average of our common shares during the last 20 trading sessions prior to the
request date.
Profit Sharing Program (“PLR”)
We also have a Profit Sharing Program (“PLR”) agreement for the 2021-2022 period for all employees who
do not hold leadership and specialist roles (i.e., it would not include individuals holding positions such as
managers, specialists and supervisors). The amount provisioned for fiscal year 2022 is equivalent to
US$123.97 million (R$646.85 million) and will be paid in 2023.
For the payment of the PLR to occur, the following conditions must be met:
Dividend distribution approval by the Annual General Meeting;
Net income calculation of the reference year; and
Achievement of an average percentage (weighted) of at least 80% for target indicators established
by the Board of Directors in the PLR agreement.
As a result, in 2022 US$114.7 (R$592.6) million was paid corresponding to the results obtained in the 2021
fiscal year.
Main Benefits Granted to Employees
We offer benefits that are commensurate with our size and seek to value our employees. All of our
employees are entitled to the same benefits, regardless of their positions or duties. There are no
differences between the benefit plans of the highest governance body, senior executives and all other
employees. We offer complementary pension plans, medical assistance and pharmacy benefits. In addition,
some of our consolidated subsidiaries have their own benefit plans.
PETROBRAS | Annual Report and Form 20-F | 2022
252
Management and Employees
Pension Plans
Until March 2018, we sponsored two pension plans: (i) the Plano Petros do Sistema Petrobras (“PPSP”), a
defined-benefit plan closed to new members, and (ii) the Petros-2 Plan (“Petros 2”), a variable contribution
plan (mixed type plan that combines defined benefit and defined contribution characteristics), open and
active since 2007, and managed by Petrobras Social Security Foundation – Petros.
In April 2018, the PPSP was split up into two plans: (i) one made up of employees and pensioners, who
adhered to the new rules of the plan in 2006, 2007 and 2012 (“PPSP-Renegotiated”) and (ii) one for those
employees and pensioners that did not adhere (“PPSP-Not Renegotiated”). In December 2019, once again,
the PPSP-Renegotiated and PPSP-Not Renegotiated plans were each split into two new plans: (i) one for
employees and pensioners who joined the plan before 1970 and (ii) one for employees and pensioners who
joined the plan after 1970.
In August 2021, Petros, after attesting to its economic viability, started the operation of the new Petros-3
Plan (“Petros 3”). This is a defined contribution plan, originated from the voluntary option of the PPSP-
Renegotiated and PPSP-Not Renegotiated plans participants both for employees and retired employees
who joined the PPSP plan after 1970. At the end of the option process, the Petros 3 plan had a total of 2,174
participants.
Thus, there are currently six pension plans in place: four defined-benefit plans, one variable contribution
plan and one defined contribution plan which, together, cover 96% of our employees.
Equalization of Petros Plans
The main purpose of our pension plans is to supplement the social security pension benefits of our
retired employees. Thus, our employees make mandatory monthly contributions as participants of
our plans, and we do the same as sponsors.
In March 2020, our Board of Directors deliberated on a new equalization plan (“New DEP” at its
launch, now named “DEP 2018”) of the PPSP-Renegotiated and PPSP-Not Renegotiated, managed
by Petros and in compliance with Brazilian social security legislation.
The DEP 2018, approved in May 2020 by PREVIC and SEST, came into effect in June 2020. It replaced
the DEP 2015, mitigated the deficit registered in 2018, considered the utilization of the plans’
actuarial results achieved in 2019, and the actuarial impacts related to changes in PPSP-
Renegotiated and PPSP-Not Renegotiated plans regulations, which allowed the deficit to be
refinanced for a new term, throughout the life of the plans.
The remaining balance related to Petrobras to be settled by the extraordinary contributions
contracted through the DEP 2018 in the PPSP-Renegotiated and PPSP-Not Renegotiated plans was
US$2.8 billion as of December 31, 2022, as recorded in Petros plans balance sheets at present value.
In 2021, due to the adverse economic scenario, our pension plans generally had investment returns
below actuarial targets, causing new deficit results in certain plans.
Therefore, in November 2022, we and Petros approved the plan to resolve the deficit registered by
the PPSP-Renegotiated in 2021 (“DEP 2021 PPSP-R”), which was submitted to SEST.
The DEP 2021 PPSP-R provides for the equation of the total amount of the deficit uncovered
registered in 2021, of US$1.6 billion, as recorded in Petros plans balance sheets at present value.
The collection of extraordinary contributions is expected to start in April 2023, in addition to the
ordinary and extraordinary contributions already provided for in the plan.
PETROBRAS | Annual Report and Form 20-F | 2022
253
Management and Employees
Pursuant to Brazilian social security legislation, the deficit must be balanced equally between the
sponsors (Petrobras, Vibra Energia and Petros) and the participants, as well as assisted by the
PPSP-Renegotiated. Therefore, we will be responsible for contributing, at present value in the
fourth quarter of 2022, an additional permanent cash flow totaling US$0.8 billion of extraordinary
contributions, as recorded in Petros plans balance sheets at present value.
According to our liability management process, which seeks to reduce interest expenses and the
amount of real guarantees, in addition to improving liquidity of our plans PPSP-R, PPSP-R Pré-70
and PPSP-NR Pré-70, in February 2022 we also promoted the early partial settlement of the
contracts signed in 2008 with Petros named “Term of Financial Commitment Pre-70” and “Term of
Financial Commitment Difference of Pension”, in the amount of US$1.3 billion.
In addition, in October 2022, we signed a Private Debt Confession Instrument in the amount of
US$0.2 billion, as recorded in Petros plans balance sheets at present value, which formalizes our
commitment to pay for the extraordinary employer contributions of the DEP 2015 not collected by
Petros for the period of July 2020 to September 2022, which were pending due to judicial
suspension.
The effects of the DEP 2021 PPSP-R on our financial statements were reflected in the fourth quarter
of 2022.
For more information on the DEP 2021 PPSP-R, see Note 17.3 to our audited consolidated financial
statements.
The table below presents the benefits paid, contributions made, and outstanding pension liabilities for the
years ended December 31, 2022, 2021 and 2020:
Total benefits paid – pension plans
Total contributions – pension plans(1)
Net actuarial liabilities(2)
US$ million
2022
1,539
1,945
5,433
2021
1,336
2,100
2020
1,185
917
5,395
10,286
(1) Contributions of sponsors, including defined contributions recognized in the statement of income (PP-2 and PP-3).
(2) Unfunded pension plans obligations.
For more information on the Petros plan, see “Risks – Risk Factors” in this annual report and Notes 4.3 and
17 to our audited consolidated financial statements.
Health and Pharmacy Benefit Plan
We offer a supplementary health care plan, the “AMS” or “Saúde Petrobras”, which provides for medical,
hospital and dental care services to all active and retired employees and their dependents. During 2022, we
had to absorb 60% of the health care costs and 40% should be paid by health insurance associates. The
agreement settled with unions that represents our employees provides that this cost ratio will be
maintained until a new agreement is established.
PETROBRAS | Annual Report and Form 20-F | 2022
254
Management and Employees
An independent actuary consultant calculates our commitment related to future benefits for plan
participants on an annual basis, based on the projected unit credit method. The health care plan is not
funded or otherwise collateralized by assets. Instead, we make benefit payments based on annual costs
incurred by plan participants.
The Saúde Petrobras benefit also offers coverage of complementary programs, such as the Benefício
Farmácia program. This program only covers drugs with a unit cost over R$150.00 and drugs of any value
used in the treatment of certain non-transmissible chronic diseases. By choosing to use the Benefício
Farmácia, the beneficiary must incur costs as determined by the co-participation system.
The table below shows the post-employment benefits paid and outstanding medical liabilities for the years
ended December 31, 2022, 2021 and 2020:
Total benefits paid – medical plan(1)
Net actuarial liabilities(2)
(1) Composed of Saúde Petrobras and Benefício Farmácia amounts.
(2) Unfunded medical plan obligations.
US$ million
2022
384
5,813
2021
309
2020
310
4,485
5,356
For more information on our employee benefits, see Notes 4.3 and 17 to our audited consolidated financial
statements and “Risks – Risk Factors” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
255
Compliance and Internal Controls
Compliance and
Internal Controls
Compliance and Internal Controls
Compliance
Ethical principles guide our business and our relations with third parties. Our activities follow clearly
articulated policies, standards, and procedures that have been formally established by us. These policies
and procedures are communicated to all employees and accessible from any company device, with our main
corporate policies also available on our website. The information on our website is not and shall not be
deemed to be incorporated into this annual report.
Our activities are subject to national and international laws aimed at preventing fraud and corruption,
money laundering, trade sanctions, conflicts of interest and antitrust violations, such as the Brazilian Anti-
Corruption Law (Law 12,846/13), the U.S. Foreign Corrupt Practices Act (FCPA), and the UK Bribery Act.
In addition, we continually work to strengthen our integrity system. We have a Code of Ethical Conduct that
provides guidance on the commitments and conduct that we require from our personnel and
counterparties. The Code of Ethical Conduct increases the focus on our values and commitments, providing
tools for self-reflection to help employees to comply with our ethical principles while performing their
duties.
In order to further integrate and strengthen our integrity system, we highlight our corporate Compliance
Policy, our Guide to Ethical Conduct for Suppliers and our Compliance Program.
Also, our Competitive Compliance Guidelines guide our workforce on the rules that regulate free
competition in order to prevent and mitigate violations of Law No. 12,529/2011 (the Competition Defense
Law) and provide mechanisms to detect and address any instances of anticompetitive practices.
To ensure an ethical environment for our business, we work (i) to promote a culture of integrity; (ii) prevent,
detect and correct incidents of fraud, corruption, conflicts of interest and money laundering; and (iii)
manage our internal controls and the integrity analysis of managers and counterparts.
We offer training for all our employees, particularly employees working on activities with greater exposure
to compliance risks, as well as the members of our Board of Executive Officers and our Board of Directors.
In 2022, we launched an e-learning course on Law No. 13,709/2018 – Lei Geral de Proteção de Dados
Pessoais (General Personal Data Protection Law - “LGPD”) to teach our employees the principles of privacy
and data protection. Through practical examples and real cases, the training helps employees routinely
identify and prevent issues related to data and privacy. Training is mandatory for all employees, including
our management and executive board. As of December 31, 2022, 38,388 employees or 99.2% of our
personnel completed this e-learning course.
In 2022, we also provided training sessions to directors and executive officers, covering mainly the following
topics:
Code of Ethical Conduct;
Our corporate governance and decision-making process;
Compliance, internal controls and related party transactions;
Risk management;
Business performance;
Brazilian anti-corruption law;
ESG in the business strategy;
Sustainability risk management; and
The future for oil and energy.
PETROBRAS | Annual Report and Form 20-F | 2022
257
Compliance and Internal Controls
Code of Ethical Conduct
Our Code of Ethical Conduct defines the ethical principles that guide our system’s actions and our conduct
commitments, both corporate and that of our employees, explaining the ethical sense of our mission, of our
vision, and of our Strategic Plan.
The Code of Ethical Conduct also applies to the members of the Board of Directors and its advisory
committees, members of the Fiscal Council, members of the Executive Board, employees, interns, service
providers and anyone acting on our behalf, including our subsidiaries in Brazil and abroad.
The Code of Ethical Conduct is aligned with the best corporate integrity practices and represents another
step towards strengthening our integrity culture. It is based on our values such as respect for life, people
and the environment, ethics and transparency, resilience and trust, market orientation and results. Based
on these values, the three main principles that support the guidelines of the Code of Ethical Conduct are:
Respect for life, people and the environment;
Integrity, transparency and meritocracy; and
Value addition.
Our commitments of conduct are: example, accountability, trust, courage, union, cooperation, innovation,
continuous improvement, results, reputation and transparency.
Our Code of Ethical Conduct is available on our website. The information on our website is not and shall not
be deemed to be incorporated into this annual report.
Compliance Policy
The purpose of the Compliance Policy is to ensure that we comply with the laws and rules of regulatory
bodies, acting to correct and prevent misconduct.
Drafted in 2014, the Compliance Policy was updated in 2018, 2020 and 2022 with principles and guidelines
approved by our Board of Directors. The six principles that guide our compliance actions are:
All of our activities and relations with our stakeholders must be based on ethics, integrity, and
transparency, in compliance with the applicable national and international standards, to provide a
safe environment for decision making.
Our priority is the active prevention of any violations of rules and regulations in order to mitigate
compliance risks.
All indications of misconduct and harmful actions must be investigated and measures shall be
adopted for the immediate interruption and repair of any damage to us, and proportional
consequences will be imposed on those responsible.
Retaliation against whistleblowers is forbidden and we ensure privacy, confidentiality, and
institutional protection to such persons.
Our directors and managers are responsible for unequivocally and continuously supporting the
development and improvement of our culture of integrity.
We must encourage an increasingly ethical business environment with integrity and transparency,
setting a positive example for our stakeholders.
PETROBRAS | Annual Report and Form 20-F | 2022
258
Ethical Conduct Guide for Suppliers
Compliance and Internal Controls
Created in 2020, our Ethical Conduct Guide for Suppliers is the first document exclusively aimed at our
suppliers, with guidelines on expected values and ethical behavior. It applies to all suppliers, in Brazil or
abroad, that are involved in business processes and have signed contracts, agreements and terms of
cooperation with us. The Ethical Conduct Guide for Suppliers reaffirms our zero tolerance for any form of
fraud and corruption, demanding the same stance from our supply chain, and was elaborated in accordance
with the best international practices and is aligned with the guidelines of the Dow Jones Sustainability
Index, the B3 Corporate Sustainability Index and the Corporate Human Rights Benchmark. The Ethical
Conduct Guide for Suppliers reinforces that suppliers must promote decent and safe working conditions for
their employees, combat child and slavery labor and respect the environment. It also determines that
suppliers must promote diversity, gender and racial equality and the inclusion of people with disabilities.
The Ethical Conduct Guide for Suppliers brings an evolution by consolidating the principles and ethical
guidelines applicable to suppliers in a single document. The observance of this Ethical Conduct Guide by all
suppliers is crucial for us to achieve our goals in an ethical and transparent way and is aligned with our ESG
standards. Therefore, we monitor suppliers’ compliance through the performance management system, as
reinforced
at
https://canalfornecedor.petrobras.com.br/en. The information on this website is not and shall not be
deemed to be incorporated by reference into this annual report.
Suppliers
Quality
found
Guide
which
can
our
for
be
in
Petrobras Compliance Program
The Petrobras Compliance Program is the set of mechanisms intended to prevent, detect and remedy any
misconduct and harmful acts carried out against us, including acts related to fraud and corruption, money
laundering, conflicts of interest and antitrust violations.
The Governance and Compliance Officer is responsible for both the Petrobras Compliance Program and our
integrity practices.
The Petrobras Compliance Program is intended for our various stakeholders, including senior management,
employees, subsidiaries and affiliates, clients, suppliers, investors, partners, public authorities and all those
who relate with or represent our interests in our operations.
Ethics Commission
Our ethics commission acts as a forum for discussion of subjects related to ethics. It also serves in an
advisory capacity to our management and workforce, providing recommendations with respect to topics
related to ethics management issues, proposing rules for the incorporation of new concepts, and adopting
measures to comply with legislation and following best practices that reinforce our zero tolerance approach
to acts of misconduct.
Our ethics commission is composed of employees appointed after an internal selection process consisting
of background checks and interviews. Our Board of Directors and our Board of Executive Officers approve
each new appointment.
Anti-Money Laundering and Sanctions
Our Guidelines for the Anti-Money Laundering and Sanctions, as approved by our Chief Governance &
Compliance Officer, are composed of specific requirements to minimize the risk of money laundering and
violations of sanctions regulations.
PETROBRAS | Annual Report and Form 20-F | 2022
259
Compliance and Internal Controls
The principles that guide our sanctions policy are:
Before initiating a transaction with any counterparty, our organizational areas should consult the
most recent Trade Sanctions List made available by Compliance.
If the relevant organizational area identifies that the intended counterparty is sanctioned, it must
consult the Compliance department regarding the applicability and any restrictions of the sanction
before moving forward with the transaction. Compliance, with the support of our Legal department,
advises the area on how to proceed.
The method used to identify sanctioned counterparties can be adapted depending on the specific
situation.
Members of our senior management, managers and workforce must report irregularities related to
money laundering and sanctions violations through our whistleblower channel.
We adopted rules and procedures for the Compliance department to monitor transactions and
subsequently identify situations that may create the risk of money laundering or sanctions
violations.
Below is the list of sanctions we and our subsidiaries must observe:
Country
Organization
List
United States
Trade Department
Consolidated Screening List
United States
Office of Foreign Assets Control
Non-SDN – Non-Specially Designated Nationals
United States
Office of Foreign Assets Control
SDN – Specially Designated Nationals
United States
System for Award Management
Excluded Parties List
European Union
European External Action Service
Consolidated List of Persons, Groups and Entities
Subject to EU Financial Sanctions
United Nations
United Nations Security Council
United Nations Security Council Consolidated List
World Bank
World Bank
United Kingdom
Office of Financial Sanctions
Implementation
Debarred & Cross-Debarred Firms & Individuals /
Other Sanctions
Consolidated List of Financial Sanction Targets
Canada
France
Global Affairs Canada
Consolidated Canadian Autonomous Sanctions List
Direction Générale du Trésor
Liste Unique de Gels de la Direction Générale du
Trésor
Switzerland
State Secretariat for Economic Affairs -
SECO
Sanctions de la Suisse
United Arab Emirates
The Committee for Goods and Materials
Subject to Import and Export - CGMSIEC
UAE National List of Terrorist Individuals and
Entities
In view of the sanctions imposed on Iran, we do not conduct business with Iranian entities or companies.
PETROBRAS | Annual Report and Form 20-F | 2022
260
Compliance and Internal Controls
Related Party Transactions
In November 2022, in order to comply with Brazilian legislation, as Law No. 13,303/16, Decree No. 8,945/16
and the CVM regulation, our Board of Directors approved the annual review of our policy for related party
transactions, aiming at fostering transparency in our procedures, conducting better corporate governance
practices. This policy also aims to guarantee the adequate and diligent decision-making process by our
management, observing market conditions or appropriate compensatory payment, in the event of potential
conflicts of interest.
Any related-party transaction in which we are involved and that meets the criteria established in our policy,
must be previously analyzed by our audit committee, which has to report its conclusions to our Board of
Directors on a monthly basis.
Our policy provides for a strict governance procedure for proposed transactions directly or indirectly
involving our controlling shareholder. In the specific case of transactions with related parties involving the
Federal government, its autarchies, foundations and federal state-owned companies, the latter when
classified as outside our normal course of business by our audit committee, which are within the scope of
approval of our Board of Directors, must observe the following special procedure: (i) be analyzed by the
audit committee and by the minority committee prior to submission to our Board of Directors, (ii) fall within
the purview of our Board of Directors for approval. Any such transaction must be approved by two-thirds
of the members present at our Board of Directors meeting.
For additional information regarding our outstanding related party transactions as of and for the year-
ended December 31, 2022, see Note 35 to our audited consolidated financial statements.
Transactions with our Board of Directors or Executive Officers
Direct transactions with the companies of members of our Board of Directors or our executive officers must
follow the conditions of a commercial transaction and market practice guiding transactions with third
parties. None of our Board of Directors members, our executive officers or close members of their families
has had any direct interest in any transaction we effected that is or was unusual in its nature or conditions,
or material to our business during the year, and which remains in any way outstanding or unperformed.
From the preceding financial year until February 28, 2023, we have not entered into any transaction with
related parties which is or was unusual in its nature or conditions. We have no outstanding loans or
guarantees to the members of our board of directors, executive officers, key management personnel or any
close member of their families.
For a description of the shares beneficially held by the members of our board of directors and close
members of their families, see “Management and Employees – Management – Additional Information on
our Board of Directors and Board of Executive Officers – Share Ownership” in this annual report.
Transactions with the Brazilian Federal Government
We have engaged, and expect to continue to engage, in the ordinary course of business in numerous
transactions with our controlling shareholder, the Brazilian federal government, and with banks and other
entities under its control, including financing and banking, asset management and other transactions.
These transactions resulted in a US$14,160 million asset and a US$3,117 million liability with the Brazilian
federal government and other entities under its control as of December 31, 2022.
PETROBRAS | Annual Report and Form 20-F | 2022
261
Compliance and Internal Controls
On November 30, 2020, there was a final decision in relation to the Petroleum and Alcohol Account lawsuit
filed in 2011. As of December 31, 2022, this receivable amounted to US$602 million. We expect to receive
these amounts between 2023 and 2027, according to the constitutional amendments of December 2021,
which established limits for disbursements by the Brazilian federal government for each fiscal year.
In addition, we are allowed to invest in securities issued by the Brazilian federal government, provided that
the legal and regulatory requirements are met and we have taken into consideration market’s best practices
and the conservatism that should guide our investments.
As of December 31, 2022, the balance of securities issued by the Brazilian federal government that have
been directly acquired and held by us amounted to US$1,689 million.
For further information on related party transactions, see Note 35 to our audited consolidated financial
statements.
Transactions with associates
On December 23, 2022, we signed a contract with UEG Araucária S.A.in the amount of US$925 million, for
the sale of 2,150,000 m³/d of interruptible gas, to supply energy generation electricity by UTE Araucária.
The contract is in effect from January 1, 2023 to December 31, 2023.
PETROBRAS | Annual Report and Form 20-F | 2022
262
Compliance and Internal Controls
Controls and Procedures
Disclosure Controls and Procedures
We, together with our CEO and CFO, have evaluated the effectiveness of our disclosure controls and
procedures as of December 31, 2022. Our CEO and CFO concluded that our disclosure controls and
procedures were effective to provide reasonable assurance that the information we are required to disclose
in the reports that we file or submit under the Exchange Act was being recorded, processed, summarized
and reported within the time periods specified in the applicable rules and forms. They also concluded that
such disclosure was compiled for and communicated to our management, including our CEO and CFO, as
appropriate, to allow for timely decisions regarding the required disclosure.
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing, adequately maintaining and assessing the effectiveness
of internal control over financial reporting. Such internal control is a process designed by, or under the
supervision of our CEO and CFO, and effected by our board of directors, management and other employees.
The internal control over financial reporting is designed to provide reasonable assurances regarding the
reliability of financial reporting and of the preparation of our consolidated financial statements for external
purposes, in accordance with IFRS, as issued by the IASB.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. In addition, projections of any evaluation of effectiveness of internal control over financial
reporting to future periods are subject to the risk of becoming inadequate because of changes in its
conditions and assumptions.
Our management has assessed the effectiveness of our internal control over financial reporting as of
December 31, 2022 based on the criteria established in “Internal Controls – Integrated Framework (2013)”
issued by the Committee of Sponsoring Organizations of Treadway Commission (“COSO”). Our
management has concluded that our internal control over financial reporting was effective.
Audit of the Effectiveness of Internal Control over Financial
Reporting
Our independent registered accounting firm has audited the effectiveness of our internal control over
financial reporting as of December 31, 2022, as stated in their report, which is included herein.
Changes in Internal Control over Financial Reporting
In 2022, we updated to a new version of our main Enterprise Resource Planning ("ERP") and, as a
consequence, we monitored its impact on operational and financial processes as well related controls once
some became automated. We concluded that our new ERP had no impact on our internal control over
financial reporting.
There were no other significant changes during the fiscal year 2022 that have materially affected or are
reasonably likely to materially affect our internal control over financial reporting.
PETROBRAS | Annual Report and Form 20-F | 2022
263
Compliance and Internal Controls
Ombudsman and Internal Investigations
Our general ombudsman office provides channels for receiving comments from our internal and external
audience, such as claims, requests for information, general requests, suggestions, compliments and
complaints, including reports of discrimination and all kinds of harassment.
In order to receive complaints, we provide a specific whistleblower channel, operated by an independent
external company, and allowing for anonymity of the informants.
All complaints received through the whistleblower channel are forwarded to the ombudsman’s office, which
analyzes, classifies, and directs them to the relevant office for follow-up. Allegations regarding compliance
issues (fraud, corruption and other matters) and violence in the workplace (moral or sexual harassment,
discrimination and retaliation) are sent to the governance and compliance office, which has full access,
independence, qualification and autonomy to thoroughly investigate allegations of this nature.
Upon the conclusion of each investigation, we use any material findings to improve our compliance efforts.
If the findings in some instances indicate that any of our current or former employees did not comply with
certain internal policies, the matter is submitted to the integrity committee, a collegial body that acts
independently and reports to the Board of Directors, and appropriate disciplinary measures and remedial
actions may apply (or are taken, according with applicable labor laws and internal policies).
We continue to allocate significant resources to investigating allegations of misconduct and responding
appropriately to investigative findings, and to improve our internal investigation procedures to ensure that
investigations are conducted completely and efficiently and that disciplinary measures are imposed fairly,
uniformly and promptly. We remain cooperative with the authorities, in an effort to uncover wrongdoing
and hold those responsible accountable.
Irrespective of the findings of our internal investigations, in order to mitigate potential risks of further non-
compliance with our internal policies, we continue to develop and implement a number of measures aimed
at improving corporate governance, our management of processes and risk management and controls,
including those related to fraud and corruption.
PETROBRAS | Annual Report and Form 20-F | 2022
264
Shareholder Information
Shareholder
Information
Listing
Shareholder Information
PETROBRAS | Annual Report and Form 20-F | 2022
266
Shareholder Information
Corporate Governance of B3 – Level 2
Since 2018, we have been listed in the corporate governance Level 2 listing segment of the B3. Below
are some of our corporate governance practices due to our listing on the Level 2 listing segment:
the attributions of our minority committee are expanded;
our Board of Directors is composed of at least 40% independent members;
we disclose an annual calendar of corporate events;
we must assure 100% of tag along to holders of our preferred shares – under the same
conditions granted to holders of our common shares; and
we provide an arbitration procedure for matters arising from, and relating to, Level 2 rules and
regulation.
PETROBRAS | Annual Report and Form 20-F | 2022
267
Shareholder Information
Shares and Shareholders
Our capital stock is composed of common and preferred shares, all without par value and denominated in
reais. Under Brazilian Corporate Law, the number of our preferred shares may not exceed two-thirds of the
total number of our shares.
Our shares are negotiated on the B3 and registered in book-entry form. Banco Bradesco performs services
of safekeeping and transfer of shares.
Holders of our common shares are entitled to one voting right for each unit of common shares held. Holders
of our preferred shares are not entitled to voting rights, except for: (i) the right to appoint one member of
our Board of Directors and one member of our Fiscal Council; and (ii) certain matters relating to preferred
shares (such as creation, increasing, changes in the preferences or creation of a new class), whenever rights
of holders of preferred shares are adversely affected.
In the U.S., our common or preferred shares, which are evidenced by ADRs, are listed in the form of ADSs on
the NYSE. The ADSs are registered and delivered by a depositary bank, JPMorgan Chase Bank, N.A
(“JPMorgan” or “Depositary”) which, since January 2, 2020, acts as the depositary for both of our common
and preferred ADSs. The ratio of ADR to our common and preferred shares is two shares to one ADR.
The rights of ADS holders differ from shareholders’ rights. With respect to voting rights, ADS holders may
only vote by means of proxy voting cards mailed to the ADR depositary bank while shareholders have the
right to vote directly at the shareholders’ meeting.
On December 31, 2022, there were 2,137,330,162 outstanding common shares and 582,450,092 outstanding
preferred shares represented by ADSs. There has been no change in the past five fiscal years in the amount
of our issued share capital, as well as in the number of our common and preferred shares or in the voting
rights of our common and preferred shares. See Exhibit 1.1 to this annual report for a copy of our Bylaws.
Additionally, our common (XPBR) and preferred (XPBRA) shares have been traded on the LATIBEX, Spain,
since 2002 under ISIN codes BRPETRACNOR9 and BRPETRACNPR6, respectively. The LATIBEX is an
electronic market created in 1999 by the Madrid Stock Exchange in order to enable trading of Euro-
denominated Latin American equity securities.
In the beginning of 2023, our stock value1 decreased, and as of March 28, 2023, our stock price was US$10.21
(PBR) and US$9.17 (PBR/A). In 2022, our stock outperformed IBOV at B3 and ARCA OIL (former AMEXOIL)
at NYSE. In 2021, our stock outperformed IBOV at B3 and underperformed ARCA OIL (former AMEXOIL) at
NYSE. In 2020, our stock value was affected by the impact of Covid-19 pandemic and Brent prices reduction,
underperforming the IBOV at the B3.
—
1 Source: Bloomberg. The stock values in this paragraph consider the dividends adjustment.
PETROBRAS | Annual Report and Form 20-F | 2022
268
Shareholder Information
PETROBRAS | Annual Report and Form 20-F | 2022
269
Shareholder Information
The following table sets forth information concerning the ownership of our common and preferred shares
as of February 28, 2023, by the Brazilian federal government and certain public sector entities:
Shareholders
Common
Shares
%
Preferred
Shares
Brazilian federal government
3,740,470,811
50.26
-
%
-
Total Shares
%
3,740,470,811
28.67
BNDES
BNDES Participações S.A. –
BNDESPar
All members of our Board of
Directors, Executive Officers
and members of our Fiscal
Council (permanent and
alternate) (28 people in total)
Others
TOTAL
-
-
-
-
-
-
135,248,258
2.41
135,248,258
1.04
900,210,496
16.07
900,210,496
6.90
64,213
0.00
64,213
0.00
3,701,983,331
49.74
4,566,519,821
81.52
8,268,503,152
63.39
7,442,454,142
100.00
5,602,042,788
100.00
13,044,496,930
100.00
For detailed information on the shares held by the members of our Board of Directors, Executive Officers
and members of our Fiscal Council, see “Management and Employees” in this annual report.
Under Brazilian Corporate Law and Law No. 13,303/16, the Brazilian federal government is required to own
at least a majority of our voting shares.
Although the Brazilian federal government does not have different voting rights than our other
shareholders, as long as it holds a majority of our voting share, any change in our control would require a
change in applicable laws. Our Bylaws also provide for rules applicable to any eventual transfer of control
of our major shareholders.
The majority of our voting shares also gives the Brazilian federal government the right to elect a majority
of our directors, regardless of the rights our minority shareholders may have to such election according to
our Bylaws.
Additionally, our Bylaws clearly state that we may have our activities guided by the Brazilian federal
government in order to contribute to the public interest that justified our creation. However, if the Brazilian
federal government’s guidelines lead us to undertake obligations and responsibilities under conditions
different from those of any other company in the private sector that operates in the same market, such
obligations and responsibilities shall be defined in law or regulation and shall have their costs and revenues
broken down and disclosed. In addition, the Brazilian federal government shall compensate us, at each fiscal
year, for the difference between market conditions and the operational result or economic return from such
obligation.
Our shareholding base includes over 1,000,000 shareholders at the B3 and ADR accounts at the NYSE.
PETROBRAS | Annual Report and Form 20-F | 2022
270
TOTAL CAPITAL (1)
(%)
NON-VOTING CAPITAL (1)
(%)
Shareholder Information
VOTING CAPITAL (1)
(%)
The majority of our voting
rights are held by the Brazilian
federal government, which
holds 50.26% of our shares
with voting rights.
(1)
Information about our shareholders as of February 28, 2023.
Pursuant to CVM rules, any (i) direct or indirect controlling shareholder, (ii) shareholder who has elected
members of a Brazilian public company’s Board of Directors or Fiscal Council, and (iii) person or group of
persons representing the same interest, in each case that has directly or indirectly acquired or sold an
interest that exceeds (either upward or downward) the threshold of 5%, or any multiple thereof, of the total
number of shares of any type or class, must be disclosed by such Brazilian public company, immediately
after the acquisition or sale of shares, to the CVM and the B3.
Self-Dealing Restrictions
In accordance with our Relevant Act or Fact Disclosure and Negotiation of Securities Policy, the trading by
us or any related party of securities issued by us, our subsidiaries or our associates (that are public
companies) is forbidden, in the following periods:
(i)
(ii)
15 days before the disclosure of our quarterly information and annual information, with the
exception of the provisions on individual investment/divestment plans in our Policy and in CVM
Resolution 44/2021; and
in the period between the decision taken by the competent corporate body to increase or
reduce the share capital, to distribute dividends, bonus shares or issue other securities by us,
and the publication of the respective notices or announcements.
PETROBRAS | Annual Report and Form 20-F | 2022
271
Shareholder Information
Our directors, the members of our audit committee, their respective alternates and members with any
technical or advisory functions created by provisions of our Bylaws, are obligated to inform us in the event
of any ownership and trading of securities issued by us or our subsidiaries, which are public companies. They
should also indicate the securities issued by us and/or our subsidiaries, which are public companies, owned
by related persons.
Dispute Resolution
As a company listed on the B3’s Level 2, our Bylaws provide for mandatory dispute resolution, by means of
arbitration before the Câmara de Arbitragem do Mercado, or the Market Arbitration Chamber, concerning
any dispute or controversies that may arise among us, our shareholders, our management and members of
our Fiscal Council, related to or arising from the application, validity, effectiveness, interpretation, violation
and effects of the provisions contained in the applicable Brazilian law, regulations and our Bylaws.
Entities that are part of the direct and indirect public administration, as our company and our controlling
shareholder, may use arbitration as a dispute resolution mechanism only for disputes involving negotiable
economic rights. As a result, such entities cannot submit to arbitration any rights deemed non-negotiable
under Brazilian law (direitos indisponíveis), such as those deemed to relate to public interest. Therefore,
decisions of the Brazilian federal government exercised at any general shareholders’ meeting, if based or
related to public interest, will not be subject to an arbitration proceeding.
PETROBRAS | Annual Report and Form 20-F | 2022
272
Shareholder Information
Shareholders’ Rights
Shareholders’ Meetings and Voting Rights
Our shareholders have voting rights at the shareholders’ meeting to decide on any matters related to our
corporate purposes and to pass any resolutions they deem necessary for our protection and development,
except for certain matters whose authority to resolve are exclusively held by our corporate governing
bodies.
Our annual shareholders’ meeting takes place at our headquarters, in Rio de Janeiro, Brazil, in April of each
year. Additionally, our Board of Directors or, in some specific situations set forth in Brazilian Corporate Law,
our shareholders or Fiscal Council, may call our extraordinary shareholders’ meetings. Since 2020, our
annual shareholders’ meeting has been exclusively held virtually (via videoconference), as permitted by
Resolution CVM No. 81/2022.
The notice of the annual shareholders’ meeting and related documents must be published at least 30
calendar days prior to the scheduled meeting date.
For ADS holders, we are required to provide notice to the ADS depositary at least 30 calendar days prior to
a shareholders’ meeting. Upon receipt of our shareholders’ meeting notice, the depositary must fix the ADS
record date and distribute to ADS holders a notice. This notice must contain (i) final information particular
to such vote and meeting and any solicitation materials, (ii) a statement that each holder on the record date
set by the depositary will be entitled to instruct the depositary as to the exercise of the voting rights,
subject to any applicable provisions of Brazilian law as well as our Bylaws, and (iii) a statement as to the
manner in which these instructions can be given, including instructions to give a discretionary proxy to a
person designated by us. Our shareholders may vote in person, at the meeting, or remotely, prior to the
date of the meeting. Electronic participation in shareholders’ meetings is not available to ADS holders,
which may only vote by means of proxy voting cards mailed to the ADR depositary bank.
Quorum
Attendance quorum. In order to start, shareholders representing at least one-fourth of our issued and
outstanding common shares must attend our shareholders’ meeting, except when the matter to be decided
aims to amend our Bylaws. In this case, a valid meeting requires the attendance of shareholders
representing at least two-thirds of our issued and outstanding common shares. If the required quorum is
not reached, our Board of Directors may call a second meeting by sending a notice at least eight calendar
days prior to the new scheduled meeting. The attendance quorum requirements will not apply to such
second meeting, but the voting quorum requirements described below shall be observed.
Voting quorum. Matters to be approved at our shareholders’ meeting must be approved by the quorums
specified below.
PETROBRAS | Annual Report and Form 20-F | 2022
273
Shareholder Information
Matter approved by majority vote (of holders of common shares attending the meeting):
amend our Bylaws;
approve any capital change;
elect or dismiss members of our Board of Directors and Fiscal Council (and its respective alternates),
subject to the right of our preferred shareholders to elect or dismiss one member of our Board of
Directors and to elect one member of our Fiscal Council (and its respective alternates) and to the right
of our employees to elect or dismiss one member of our Board of Directors;
receive the yearly financial statements prepared by our management and accept or reject management’s
financial statements, including the allocation of net income for payment of the mandatory dividend and
allocation to the various reserve accounts;
authorize the issuance of debentures, except for the issuance of non-convertible unsecured debentures
or the sale of such debentures when in treasury, which may be approved by our Board of Directors;
accept or reject the valuation of assets contributed by a shareholder in consideration for increase of
capital stock;
approve the disposal of convertible debentures issued by our wholly-owned subsidiaries and held by us;
establish the compensation of the former members of our Board of Executive Officers, our Board of
Directors, our Fiscal Council, including the compensation due during the period of six months of
forfeiture provided for in our Bylaws, and of advisory committees to our Board of Directors;
approve the cancellation of our registration as a publicly-traded company;
approve the requirements of our nomination policy, in addition to the requirements provided by law
applicable to boards of directors and fiscal councils; and
approve in the case of publicly-traded company, the execution of transactions with related parties, and
the sale or contribution of assets to another company, if the value of the transaction corresponds to
more than 50% of the value of the total assets listed in the last approved balance sheet.
Matter approved by at least one-half of the common shares of our total capital stock:
reduce of the mandatory dividend distribution;
merge into another company or consolidate with another company, subject to the conditions set forth
in Brazilian Corporate Law;
participate in a group of companies subject to the conditions set forth in Brazilian Corporate Law;
change our corporate purpose, which must be preceded by an amendment to our Bylaws by federal law,
as we are controlled by the Brazilian federal government and our corporate purpose is established by
law;
spin-off of a portion of us, subject to the conditions set forth in Brazilian Corporate Law;
waive the right to subscribe to shares or convertible debentures issued by our wholly-owned subsidiaries
or associate;
decide on our dissolution;
create preferred shares or increase the existing classes of preferred shares, without preserving the
proportions to any other class of preferred shares, except as set forth in or authorized by our Bylaws;
change the preferences, privileges or redemption or amortization conditions of any class of preferred
shares; and
create new class of preferred shares entitled to more favorable conditions than the existing classes.
PETROBRAS | Annual Report and Form 20-F | 2022
274
Shareholder Information
Matter approved by a special quorum:
select a specialized company to work out the appraisal of our shares by economic value in the event of
the cancellation of our registry as a publicly-traded company, which matter must be approved by the
majority of votes from the holders of the outstanding shares that are present at the meeting. According
to B3´s Level 2 regulation, outstanding shares means all the shares issued by a company, except for the
shares held by the controlling shareholder, by persons linked to such controlling shareholder and by our
managers, as well as those shares in treasury and special class of preferred shares which purpose is to
guarantee differentiated political rights and, be non-transferable and exclusive property of the
privatizing entity. This matter must only be discussed in a shareholders’ meeting installed with the
presence of at least 20% of the holders of the outstanding shares in a first call, or the presence of any
number of holders of the outstanding shares in a second call.
Pursuant to Law No. 13,303/16, no decision taken at any shareholders’ meeting can change the corporate
status of our company (i.e. sociedade anônima).
Under Brazilian Corporate Law, if a shareholder has a conflict of interest with a company in connection with
any proposed transaction, the shareholder may not vote in any decision regarding such transaction. Any
transaction approved with the vote of a shareholder having a conflict of interest may be annulled and such
shareholder may be liable for any damages caused and be required to return to us any gain it may have
obtained as a result of the transaction.
Also under Brazilian Corporate Law, minority shareholders representing at least 10% of our voting capital
have the right to demand that a cumulative voting procedure be adopted to entitle each common share to
as many votes as there are board members and to give each common share the right to vote cumulatively
for only one candidate of our Board of Directors or to distribute its votes among several candidates.
Pursuant to regulations promulgated by the CVM, the 10% threshold requirement for the exercise of
cumulative voting procedures may be reduced depending on the amount of capital stock we possess. For a
company like us, the threshold is 5%. Thus, shareholders representing 5% of our voting capital may demand
the adoption of the cumulative voting procedure.
Regarding the right to appoint members of our Board of Directors and our Fiscal Council, the following
should be highlighted:
our minority preferred shareholders that together hold at least 10% of the total capital stock (excluding
the shares held by our controlling shareholder) have the right to elect and remove one member to our
Board of Directors at a shareholders’ meeting, by a separate voting procedure;
our minority common shareholders have the right to elect and remove one member to our Board of
Directors, if a greater number of directors is not elected by such minority shareholders by means of the
cumulative voting procedure;
our employees have the right to directly elect one member to our Board of Directors by means of a
separate voting procedure, pursuant to Law No. 12,353/10; and
subject to the provisions of applicable law, the Brazilian Minister of Economy has the right to elect and
remove one member of our Board of Directors.
Brazilian Corporate Law and our Bylaws provide that, regardless of the exercise by our minority
shareholders of the rights related to the cumulative voting process, the Brazilian federal government
always has the right to appoint the majority members of our directors and our Fiscal Council.
PETROBRAS | Annual Report and Form 20-F | 2022
275
Shareholder Information
Other Shareholders’ Rights
In addition to their voting rights, shareholders have the following rights:
Preemptive rights: Each of our shareholders has a general preemptive right to subscribe for shares or
securities convertible into shares in any capital increase, in proportion to his or her shareholding. A
minimum period of 30 days following the publication of notice of a capital increase is assured for the
exercise of the right, and the right is transferable. Under our Bylaws and Brazilian Corporate Law, and
subject to the requirement for shareholder approval of any necessary increase to our authorized share
capital, our Board of Directors may decide not to extend preemptive rights to our shareholders, or to reduce
the 30-day period for the exercise of preemptive rights, in each case with respect to any issuance of shares,
debentures convertible into shares or warrants in the context of a public offering.
In the event of a capital increase by means of the issuance of new shares, holders of ADSs and holders of
common or preferred shares would have, except under circumstances described above, preemptive rights
to subscribe for any class of our newly issued shares. However, holders of ADSs may not be able to exercise
the preemptive rights relating to the common and preferred shares underlying their ADSs unless a
registration statement under the Securities Act is effective with respect to those rights or an exemption
from the registration requirements of the Securities Act is available.
For more information, see “Risks – Risk Factors – Equity and Debt Securities Risks” in this annual report.
Redemption and rights of withdrawal: Brazilian Corporate Law provides that, under limited circumstances,
shareholders have the right to withdraw their equity interest from a company and to receive payment for
the portion of shareholder’s equity attributable to their equity interest.
This right of withdrawal may be exercised by the holders of the adversely affected common or preferred
shares, provided that certain conditions set forth in Brazilian Corporate Law are met, in the event that we
decide to:
increase the existing classes of preferred shares, without preserving the proportions to any other class
of preferred shares;
change the preferences, privileges, redemption or amortization conditions of any class of preferred
shares or to create a new class of preferred shares entitled to more favorable conditions than the
existing classes;
merge into another company or to consolidate with another company;
participate in a centralized group of companies as defined under Brazilian Corporate Law;
reduce the mandatory distribution of dividends;
change our corporate purposes;
spin-off a portion of us;
transfer all of our shares to another company or to receive shares of another company in order to make
us, whose shares are transferred a wholly-owned subsidiary, known in Brazil as incorporação de ações;
or
acquire control of another company at a price that exceeds the limits set forth in Brazilian Corporate
Law.
This right of withdrawal may also be exercised in the event that the entity resulting from a merger,
consolidation or spin-off of a listed company and us do not negotiate new shares in the secondary market,
within 120 days from the date of the shareholders’ meeting approving the transaction, in accordance with
the applicable SEC regulations.
PETROBRAS | Annual Report and Form 20-F | 2022
276
Shareholder Information
Considering that our Bylaws do not provide for rules to determine any value for redemption, under Brazilian
Corporate Law, any redemption of shares arising out of the exercise of such withdrawal rights would be
made based on the book value per share, determined on the basis of the last balance sheet approved by our
shareholders. However, if a shareholders’ meeting giving rise to redemption rights occurred more than 60
days after the date of the last approved balance sheet, a shareholder would be entitled to demand that his
or her shares be valued on the basis of a new balance sheet dated within 60 days of such shareholders’
meeting. In this case, we would immediately pay 80% of the amount of reimbursement calculated based on
the last balance sheet and, after the special balance sheet has been drawn up, we would pay the balance
within 120 days from the date of the shareholders’ meeting resolution. The right of withdrawal lapses 30
days after publication of the minutes of the shareholders’ meeting that approved the matters described
above. We would be entitled to reconsider any action giving rise to withdrawal rights within ten days
following the publication of the minutes of the meeting ratifying the decision if the payment of the price of
reimbursement of the shares to the dissenting shareholders would jeopardize our financial stability.
Liquidation: In the event of a liquidation, holders of preferred shares are entitled to receive, prior to any
distribution to shareholders, payment for the portion of shareholder’s equity attributable to their equity
interest.
Conversion rights: Our common shares are not convertible into preferred shares, nor are preferred shares
convertible into common shares.
Liability of our shareholders for further capital calls: Neither Brazilian Corporate Law nor our Bylaws
provide liability for our shareholders for further capital calls. Our shareholders’ liability for capital stock is
limited to the payment of the issuance price of the shares subscribed or acquired.
Rights not subject to waiver: According to Brazilian Corporate Law, neither a company’s Bylaws nor
decisions taken at a shareholders’ meeting may deprive a shareholder of some specific rights, such as the
right to:
participate in the distribution of profits;
participate in any remaining residual assets in the event of our liquidation;
supervise the management of the corporate business as specified in Brazilian Corporate Law;
exercise preemptive rights in the event of a subscription of shares, debentures convertible into shares
or subscription warrants (other than with respect to a public offering of such securities, as may be set
out in the Bylaws); and
withdraw from our company in the cases specified in Brazilian Corporate Law.
PETROBRAS | Annual Report and Form 20-F | 2022
277
Shareholder Information
Dividends
Payment of Dividends and Interest on Capital
Our dividend payments are subject to the provisions of Brazilian Corporate Law and applicable local laws
and regulations, our Bylaws and our dividend distribution policy.
Our distributions can include dividends and/or interest on capital (juros sobre capital próprio). The payment
of interest on capital to our shareholders is subject to withholding income tax, pursuant to the Brazilian tax
laws, which is not levied upon payments of dividends. The holders of ADSs are also subject to withholding
income tax, unless provided otherwise by their applicable law.
Dividend payments for each fiscal year must be approved by our shareholders at the annual general
meeting of shareholders. The profits are distributed to outstanding shares in proportion to the number of
shares owned by each shareholder on the applicable record date. Our preferred shares have preference in
the distribution of dividends and interest on capital. Thus, the payment of dividends to holders of common
shares is subject to the right to dividend distributions held by the holders of preferred shares.
Since 2021, our current dividend policy provides the following parameters for the distribution of dividends,
which should be followed in the decisions of the Board of Directors and in the Management proposals to the
Annual General Meeting:
1. We established a minimum annual compensation of US$4 billion for fiscal years in which the
average price of Brent is above US$40/bbl, which may be distributed regardless of our level of
indebtedness, as long as the principles set forth in the policy are observed.
1.1 The minimum annual compensation should be the same for common shares and preferred
shares, provided that it exceeds the minimum amount for preferred shares set forth in our Bylaws.
2. In case of Gross Debt equal to or less than US$65 billion and positive net income for the year, to
be verified in the last quarterly result and approved by the Board of Directors, we should distribute
to our shareholders 60% of the difference, calculated in Brazilian reais, between Net cash provided
by operating activities and acquisition of property, plant and equipment (“PP&E”) and intangibles
assets, according to the equation below, provided that the result of this formula is higher than the
amount provided in item 1 and does not compromise our financial sustainability:
Shareholder remuneration = 60% x (Net cash from operating activities -
Acquisition of PP&E and intangible asset)
3. Regardless of our level of indebtedness, we may, in exceptional cases, pay extraordinary dividends,
exceeding the minimum legal mandatory dividend and/or the amounts established in items 1 and 2,
as long as our financial sustainability is preserved.
We have established the optimal gross debt level of US$60 billion, including commitments related to
commercial leases. Subject to certain circumstances established in its dividends policy, we will adopt a more
flexible parameter, including applying the gross debt optimal of US$65 billion as the criterion for defining
how to determine the remuneration to be distributed. Additionally, we defined that dividend distribution
payments should be made quarterly. The acquisition of PP&E and intangibles assets of the original free
cash flow formula was also adjusted to include the signing bonus from the bidding rounds. Additionally, the
improvement had a goal of simplifying the dividend policy and establishing an annual minimum
remuneration, promoting greater predictability to the cash flow payments to shareholders.
PETROBRAS | Annual Report and Form 20-F | 2022
278
Shareholder Information
Furthermore, we may exceptionally approve the distribution of extraordinary dividends even in the event of
no net income, as long as the rules regarding dividends set forth in Law No. 6,404/76 are complied with and
the criteria defined in the dividend policy are observed. In all distribution scenarios, the remuneration to
shareholders must follow the rules set forth in Law 6,404/76 (e.g., Articles 201 to 205: mandatory dividend;
dividends on preferred shares; interim dividends; payment of dividends) in our Bylaws, and must not
compromise our short, medium, and long-term financial sustainability.
Pursuant to our Bylaws, intermediate and interim dividends and interest on capital shall be allocated as
minimum mandatory dividend as set forth by the Brazilian Corporate Law, including for the purpose of
paying the minimum priority dividends of preferred shares.
Law No. 9,249/95, as amended, provides for distribution of interest on capital to shareholders as an
alternative form of distribution. Such interest is limited to the daily pro rata variation of the TJLP interest
rate. The effective payment or credit of interest on capital depends on the existence of profits, calculated
before deducting interest, or accumulated profits and profit reserves, in an amount equal to or greater than
twice the amount of the interest to be paid or credited.
We may treat these payments of interest on capital as a deductible expense for calculating real profit, but
the deduction cannot exceed the greater of:
50% of net income before taking into account such distribution, in case these are considered expenses,
based on the calculated profit after taking into account any deductions for social contributions on net
income and before deducting income tax for the period in respect of which the payment is made; or
50% of retained earnings and profit reserves.
With respect to the payment of dividends, our shareholder must also consider the following:
Taxation: Any payment of interest on capital to ADS holders or shareholders, whether or not they are
Brazilian residents, is subject to Brazilian withholding taxes at the rate of 15% or 25%, subject to possible
reduction by an applicable tax treaty. The 25% rate applies only if the beneficiary is resident in a tax
haven. The amount paid to shareholders as interest on capital, net of any withholding tax, may be
included as part of any mandatory distribution of dividends. Under Brazilian Corporate Law, we are
required to distribute to shareholders an amount sufficient to ensure that the net amount received, after
payment by us of applicable Brazilian withholding taxes in respect of the distribution of interest on
capital, is at least equal to the minimum mandatory dividend as set forth by the Brazilian law.
For more information on Brazilian taxation of ADSs and our shares, see “Legal and Tax – Taxation
Relating to the ADSs and our Common and Preferred Shares” in this annual report.
Date of payment: Under Brazilian Corporate Law and our Bylaws, dividends are generally required to be
paid within 60 days following the date they are declared, unless a shareholders’ resolution sets forth for
another date of payment, which, in any case, must occur prior to the end of the fiscal year in which the
dividend was declared.
Adjustments: Our Board of Directors may approve the payment of anticipated dividends or interest on
capital to our shareholders which amount is subject to financial charges at the SELIC rate from the end
of each fiscal year through the date we actually pay such dividends or interest on capital.
Unclaimed dividends: Shareholders have a three-year period from the dividend payment date to claim
dividends or interest on capital payments with respect to their shares, after which the amount of the
unclaimed dividends reverts to us.
Our total distributions to shareholders for 2022 are expected to be US$ 43,187 million and will be voted on
at our shareholder’s annual general meeting to be held in April 2023. For further information, see Note 33.5
to our audited consolidated financial statements.
PETROBRAS | Annual Report and Form 20-F | 2022
279
Shareholder Information
Mandatory distribution
Pursuant to Brazilian Corporate Law and our Bylaws, we must comply with two minimum mandatory
distributions of dividends, both of which are provided in our dividend policy.
We must pay at least 25% of our adjusted net income, after deducting allocations to the legal
reserve and further allocations eventually required by Brazilian Corporate Law; and
Holders of our preferred shares have priority to receive the mandatory dividend amount, as
well as to receive a payment in the event of reimbursement of capital. They are also entitled
to minimum annual non-cumulative preferential dividends in case we declare dividends equal
to the higher of (a) 5% of their pro rata share of our paid-in capital, or (b) 3% of the book value
of their preferred shares.
To the extent that we declare dividends on our common shares in any particular year in an amount
that exceeds the minimum preferential dividends, holders of preferred shares are entitled to an
additional dividend amount per share in the same amount per share paid to holders of common
shares. Holders of preferred shares also participate equally with common shareholders in share
capital increases derived from the incorporation of reserves and profits.
Brazilian Corporate Law, however, permits a publicly held company such as ours to suspend the
minimum mandatory distribution of dividends in case our Board of Directors and our Fiscal Council
report to the annual general shareholders’ meeting that the distribution would not be advisable due
to our financial condition. In this case, our Board of Directors must file with the CVM an explanation
for suspending the dividend distribution. Profits not distributed due to such suspension must be
allocated to a special reserve and, if not absorbed by subsequent losses, must be distributed as soon
as our financial condition allows such payments.
Allocation of net income
At each annual general shareholders’ meeting, our Board of Directors and Board of Executive Officers are
required to recommend how to allocate net income for the preceding fiscal year. The General Shareholders’
Meeting may disagree with such recommendation and decide for other allocations, such as for the creation
of new statutory reserves. Under Brazilian Corporate Law, net income is obtained after deducting statutory
holdings of the employees, managers and beneficiary parties.
In accordance with Brazilian Corporate Law, an amount equal to our net profits, as further reduced by
amounts allocated to the legal reserve, to the fiscal incentive investment reserve, to the contingency
reserve or to the unrealized income reserve established by us in compliance with applicable law (discussed
below) and increased by reversals of reserves constituted in prior years, is available for distribution to
shareholders in any given year. After the distribution of preferred dividends, a percentage of net income
may be allocated to a contingency reserve for anticipated losses that are deemed probable for future years.
Any amount so allocated in a prior year must be either (i) reversed in the fiscal year in which the reasons
justifying the reserve cease to exist, or (ii) written off in the event that the anticipated loss occurs.
A portion of the net income from donations or government grants for investments may also be allocated to
the creation of a tax incentive reserve.
PETROBRAS | Annual Report and Form 20-F | 2022
280
Shareholder Information
If the mandatory distribution amount, determined without deducting the amount of unrealized profits from
its calculation basis, exceeds the sum of realized net income in a given year, this excess may be allocated to
an unrealized revenue reserve. Brazilian Corporate Law defines realized net income as the amount of net
income that exceeds the sum of the net positive result of equity adjustments and profits or revenues from
operations whose financial results take place after the end of the next succeeding fiscal year. As long as we
are able to make the minimum mandatory distribution described below, we must allocate an amount
equivalent to 0.5% of subscribed and fully paid-in capital at year-end to a statutory reserve. The reserve is
used to fund the costs of research and technological development programs. The accumulated balance of
this reserve cannot exceed 5% of the subscribed and fully paid-in capital stock.
Brazilian Corporate Law also provides for the retention of profits, which cannot be approved in the event
there is mandatory dividend distribution and must be in accordance with the terms of our capital budget
previously approved by the shareholders’ meeting.
A portion of our net income that exceeds the minimum mandatory distribution may be allocated to fund
working capital needs and investment projects, as long as such allocation is based on a capital budget
previously approved by our shareholders. Capital budgets for more than one year must be reviewed at each
annual shareholder meeting.
The creation of statutory reserves and the retention of profits cannot be approved to the detriment of the
mandatory dividend.
PETROBRAS | Annual Report and Form 20-F | 2022
281
Shareholder Information
Additional Information for Non-Brazilian
Shareholders
Foreign investors may trade their shares directly on the B3 (non-Brazilian holders) or through ADSs on the
NYSE. There are no restrictions on ownership of our common or preferred shares in Brazil by individuals or
legal entities domiciled outside Brazil and all of them are entitled to the rights and preferences of our
common or preferred shares, as the case may be.
The ability to convert dividend payments and proceeds from the sale of common or preferred shares or
preemptive rights into foreign currency and to remit such amounts outside Brazil is subject to restrictions
under foreign investment legislation (Brazilian foreign exchange controls). However, if foreign investors are
registered with the CVM, in accordance with CMN Resolution No. 4,373, they may use the dividend payments
and proceeds from the sale of shares to buy and sell securities directly on the B3, which generally requires,
among other steps, the registration of the relevant investment with the Central Bank of Brazil. Nonetheless,
any non-Brazilian holder who registers with the CVM in accordance with CMN Resolution No. 4,373 may buy
and sell securities directly on the B3. Such non-Brazilian holders must appoint a local representative in
Brazil who will be required, among other duties, to register and keep updated with the Central Bank of Brazil
the record of all transactions of such investors on the B3.
The right to convert dividend payments and proceeds from the sale of shares into foreign currency and to
remit such amounts outside Brazil may also be subject to restrictions under foreign investment legislation.
If any restrictions are imposed on the remittance of foreign capital abroad, they could hinder or prevent the
Central Depositária, as custodian for the common and preferred shares represented by the ADSs, or
registered holders who have exchanged ADSs for common or preferred shares, from converting dividends,
distributions or the proceeds from any sale of such common or preferred shares, as the case may be, into
U.S. dollars and remitting the U.S. dollars abroad.
Non-Brazilian Holders on B3
Under CMN Resolution No. 4,373, foreign investors may invest in almost all financial assets and engage in
almost all transactions available in the Brazilian financial and capital markets, provided that certain
requirements are fulfilled. Therefore, a foreign investor must:
appoint at least one representative in Brazil, with powers to perform actions relating to the investor’s
investment;
register as a foreign investor with the CVM;
appoint at least one authorized custodian in Brazil for the investor’s investments;
register all portfolio investments of the foreign investor in Brazil, through the investor’s representative,
with the Central Bank of Brazil; and
comply with other requirements provided for under CVM Resolution No. 13/20.
After the fulfillment of these requirements, the foreign investor will be able to trade in the Brazilian
financial and capital markets.
Securities and other financial assets held by investors under CMN Resolution No. 4,373 must be registered
or maintained in deposit accounts or under the custody of an entity duly licensed by the Central Bank of
Brazil or the CVM. In addition, any transfer of securities held under CMN Resolution No. 4,373 and CVM
Resolution No. 13/20 must be carried out in the stock exchanges or through organized over-the-counter
markets licensed by the CVM, except for transfers resulting from private transactions.
PETROBRAS | Annual Report and Form 20-F | 2022
282
Shareholder Information
ADS Holders
CMN Resolution No. 4,373 allows Brazilian companies to issue depositary receipts in foreign exchange
markets. We currently have an ADR program for our common and preferred shares duly registered with the
CVM and the Central Bank of Brazil. The proceeds from the sale of ADSs by holders outside Brazil are free
of Brazilian foreign exchange controls.
JPMorgan is the depositary for both of our common and preferred ADSs since January 2, 2020. The
Depositary will register and deliver the ADSs, each of which currently represents (i) two shares (or a right to
receive two shares) deposited with an agent of the Depositary acting as custodian, and (ii) any other
securities, cash or other property which may be held by the Depositary. The Depositary’s corporate trust
office at which the ADSs will be administered is located at 383 Madison Avenue, Floor 11, New York, New
York 10179, United States.
The Depositary has obtained from the Central Bank of Brazil an electronic certificate of registration with
respect to our existing ADR programs. Pursuant to the registration, the custodian and the Depositary will
be able to convert dividends and other distributions with respect to the relevant shares represented by
ADSs into foreign currency and to remit the proceeds outside Brazil.
In the event that an ADS holder exchanges ADSs for the underlying common or preferred shares, the holder
will be required to obtain registration as a foreign investor in Brazil pursuant to CMN Resolution No. 4,373
by appointing a local representative and obtaining a certificate of registration from the Central Bank of
Brazil. Failure to take these measures may subject the holder to the inability of converting the proceeds
from the disposition of, or distributions with respect to, the relevant shares, into foreign currency and to
remit proceeds outside of Brazil. Additionally, the holder may be subjected to a less favorable Brazilian tax
treatment than a holder of ADSs. If the foreign investor resides in a tax haven jurisdiction, the investor will
also be subject to less favorable tax treatment.
For more information, see “Risks – Risk Factors – Equity and Debt Securities Risks” and “Legal and Tax – Tax
– Taxation Relating to Our ADSs and Common and Preferred Shares” in this annual report.
Fees Payable by ADS holders
ADS holders are required to pay various fees to the Depositary, including: (i) an annual fee of US$0.05 (or
less) per ADS for administering the ADR program, and (ii) amounts in respect of expenses incurred by the
Depositary or its agents on behalf of ADS holders, including expenses arising from compliance with
applicable law, taxes or other governmental charges, facsimile transmission, or conversion of foreign
currency into U.S. dollars. In both cases, the Depositary may decide in its sole discretion to seek payment by
directly billing investors or by deducting the applicable amount from cash distributions. ADS holders may
also be required to pay additional fees for certain services provided by the Depositary, as set forth in the
table below.
Depositary Services
Issuance and delivery of ADSs, including issuances resulting from a distribution of
shares or rights or other property
Distribution of dividends
Cancellation of ADSs for the purpose of withdrawal
Fees Payable by ADS Holders
US$5.00 (or less) per 100 ADSs
(or portion thereof)
US$0.05 (or less) per ADS per year
US$5.00 (or less) per 100 ADSs
(or portion thereof)
PETROBRAS | Annual Report and Form 20-F | 2022
283
Fees Payable by the Depositary
The Depositary reimburses us for certain expenses we incur in connection with the administration and
maintenance of the ADR program. These reimbursable expenses comprise, among others, investor relations
expenses, listing fees and legal fees.
Shareholder Information
Purchases of equity securities by the issuer and affiliated purchasers
During the fiscal year ended December 31, 2022, neither any “affiliated purchaser,” as defined in Rule
10b-18(a)(3) under the Exchange Act, nor we, have purchased any of our equity securities.
PETROBRAS | Annual Report and Form 20-F | 2022
284
Legal and Tax
Legal and Tax
Legal and Tax
Regulation
Business Regulation
Exploration & Production
Under Brazilian law, the federal government owns all crude oil and natural gas subsoil accumulations in
Brazil, and any state- or privately-owned company can carry out the exploration and production of such oil
and natural gas accumulations in the country. There are three different types of E&P contracts: (i)
Concession Regime; (ii) Production Sharing; and (iii) Transfer of Rights.
Concession Regime
Until 1997, we were the Brazilian federal government’s exclusive agent to carry out exploration and
production of oil and gas in Brazil.
In 1997, the Brazilian federal government established a concession-based regulatory framework and
created an independent regulatory agency to regulate the oil, natural gas and renewable fuel industry in
Brazil, namely the ANP. This framework and the ANP created a competitive environment in the oil and gas
sector.
The concession-based regulatory framework granted us the right to explore crude oil reserves in each of
our already existing producing fields under concession contracts for an initial term of 27 years from the
date when they were declared commercially profitable. These are known as the “Round Zero” concession
agreements. This initial 27-year period for production can be extended at the request of the concessionaire,
subject to approval from the ANP.
Starting in 1999, all areas that were not already subject to concessions became available for public bidding
conducted by the ANP. We participated in these biddings both independently or through partnerships with
private companies (as operator or as non-operator, in a case-by-case analysis).
According to Law No. 9,478/1997, and as per our concession agreements for exploration and production
activities, we are entitled to the oil and gas exploited from the concession areas and we are required to
distribute to the Brazilian federal government a portion of the corresponding proceeds.
For information related to Taxation under Concession Regime for Oil and Gas, see item “Legal and Tax –
Tax” in this annual report.
Production-Sharing Contract Regime for Unlicensed Pre-Salt and Potentially Strategic
Areas
Discoveries of large oil and natural gas reserves in the pre-salt areas of the Campos Basin and the Santos
Basin prompted a change in the legislation regarding oil and gas exploration and production activities. In
2010, laws were enacted to regulate contracts under a production-sharing regime in the pre-salt area, as
defined under Law No. 12,351/2010 and in potentially strategic areas. The enacted legislation did not
impact the concession contracts.
We are not required to be the exclusive operator of the pre-salt areas, but prior to any bid round, the
Brazilian federal government must offer us the right to express our interest to exercise the preemption
right to operate the blocks under production-sharing regime with minimum 30% of participating interest.
Should there be no proposal for the areas to which we have expressed such interest that area will not be
PETROBRAS | Annual Report and Form 20-F | 2022
286
Legal and Tax
awarded and therefore, we have no remaining obligations. The preemption right only becomes effective in
(i) cases of winning proposals above the minimum profit oil, should we decide to be part of such consortium
and have previously expressed interest and (ii) cases in which the winning proposal is in the minimum profit
oil, then we are required to be the operator, with minimum 30% of participating interest, as applicable
according to the relevant Governmental Resolution. Regardless of whether we exercise our preemption
right, we will also be able to participate, at our discretion, in the bidding process to increase our interest in
any of the pre-salt areas.
The winning bidder will be the company that offers to the Brazilian federal government the highest
percentage of “profit oil,” which is the gross revenue of the production of a certain field after deduction of
royalties and “cost oil,” which is the cost associated with oil production. The royalty rate is 15% applicable
to the gross production of oil and natural gas and there is no other government fee payable to the Brazilian
federal government.
The production-sharing contracts are executed by and between the private companies that are winning
bidders, the state-owned non-operating company PPSA, which represents the interests of the Brazilian
federal government in the production-sharing contracts and manages the Brazilian federal government’s
share of the profit oil, and the ANP. The PPSA participates in operational committees, with a casting vote
and veto powers and manages and controls the relevant costs, all of it according to each specific
production-sharing contract.
Transfer of Rights (Cessão Onerosa)
In 2010, we entered into an agreement with the Brazilian federal government under which the government
assigned to us the right to conduct activities for the exploration and production of oil, natural gas and other
fluid hydrocarbons in specified pre-salt areas, subject to a maximum production of five bnboe. The initial
contract price for our rights under the Transfer of Rights Agreement was US$14,395 million, as of December
31, 2020, which was paid in full in 2010. See “Material Contracts” in this annual report.
Both Law No. 12,276/2010 (the “Transfer of Rights Law”) and the Transfer of Rights Agreement provide for
a review procedure. The main purpose of the review procedure is to verify whether the price paid to the
Brazilian federal government by us in 2010 was appropriate in relation to the price for granting us the rights
to explore and produce five billion barrels of oil equivalent in certain pre-salt areas.
According to the Transfer of Rights Agreement, the review must be based on technical reports prepared by
independent certifying entities to be contracted by the ANP and the assignee, which shall consider the best
practices of the oil industry, including the following items: (a) information contained in the final report of
the mandatory exploration program (as such term is defined in the Transfer of Rights Agreement); (b) the
market prices of oil and natural gas; and (c) specification of the product being produced. In addition, as
provided in the Transfer of Rights Agreement, the review must follow the assumptions set forth in such
agreement.
An internal committee to negotiate the revision of the Transfer of Rights Agreement with representatives
of the Brazilian federal government (i.e. representatives of the MME, the Ministry of Finance, and the ANP)
was created. The negotiations resulted in a revision of the Transfer of Rights Agreement that was submitted
to the TCU for analysis, by recommendation of the MME.
In 2019, the amendment to the Transfer of Rights Agreement was approved by us, the TCU and the National
Council for Energy Policy.
The amendment consolidates one of several scenarios discussed among the Brazilian federal government
and our commissions and resulted in a credit of US$9.058 billion in our favor, that was fully paid in December
2019. Additionally, the amendment establishes new percentages for local content: 25% for well
construction; 40% for production collection and disposal system; and 25% for stationary production unit.
For information related to the new taxation model for the oil and gas industry (“Repetro”) see “Legal and
Tax – Tax” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
287
Legal and Tax
Refining, Transportation and Marketing
Regarding oil refining, by the Resolution No. 852/2021, the ANP requires a specific notification before
starting the construction of a new process unit, product treatment unit and/or ancillary unit of an oil
refinery and a specific authorization for operation of each of the process units, product treatment units and
ancillary units of an oil refinery (ANP Resolution No. 852/2021 replaced ANP Resolution No. 16/2010 on
September 23, 2021). The oil products commercialization is subject to compliance with the specifications
established by the ANP for each product (e.g. gasoline, diesel, jet fuel, liquefied petroleum gas).
The ANP requires information on import, export, production, processing, handling, transportation and
transfer, storage and distribution of oil, oil products, natural gas products and shale products activities on
a monthly basis.
Regarding fuel storage, the ANP, through Resolution No. 868/2022, established that information must be
provided both daily and monthly by us and other agents.
Since 2013, the ANP requires oil product producers (refineries and other agents) and fuel distributors to
ensure minimum inventories of gasoline and diesel. In 2015, the ANP established the same obligation for
producers of LPG and jet fuel.
The ANP also requires that refineries and importers of oil products publicly release their price lists
electronically (standard prices) as well as the prices for the previous 12 months, with a description of the
specific commercial terms for: (i) regular and premium gasoline; (ii) diesel oil and marine diesel; (iii) jet fuel;
(iv) LPG; (v) fuel oil; and (vi) asphalt.
Failure to comply with the ANP rules can lead to a range of fines and penalties, including the revocation of
the authorization.
In December 2016, the Brazilian federal government launched the “RenovaBio” program to stimulate the
production of biofuels in the local market, namely ethanol, biodiesel, biogas and biojet fuel. In June 2019,
the CNPE fixed the mandatory annual reduction of carbon emission targets and the ANP established (i) the
individualization of the annual mandatory greenhouse gas emission reduction targets for the
commercialization of fuels (Resolution No. 791/2019) and (ii) the procedures for the primary emission of
carbon emission reduction credits (Resolution No. 802/2019).
In June 2017, the CNPE established strategic guidelines for the development of the local market for fuels,
other oil products and biofuels. As part of the guidelines, the MME launched the “Abastece Brasil” program
on April 24, 2019, which aims to develop Brazil’s local fuel market, promote competition in the sector,
diversification of players, new investments in refining and logistics, and combating tax evasion and
adulteration of fuels.
Our oil and natural gas refining area is also subject to the preventive and stringent control of CADE.
In June 2019, we signed a commitment with CADE (termo de cessação de conduta) that consolidates our
understanding on the divestment of refining assets in Brazil.
In October 2021, in accordance with the guidelines established by the CNPE in Resolution No. 14/2020, the
ANP established the new marketing model for biodiesel acquisition to substitute the relevant bidding
procedure that will be in force by January 2022 (Resolution No. 857/2021). Consequently, biodiesel
producers may be sold directly to distributors in order to observe the mandatory percentage of biodiesel in
diesel and there is no other regulatory requirement for us to intermediate this commercial relationship. For
more information on our agreement with CADE regarding our divestments in refining assets, see “Risks –
Risk Factors – Operational Risks” and “Portfolio Management” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
288
Legal and Tax
Gas and Power
Natural Gas Laws
In March 2009, the Brazilian Congress enacted Law No. 11,909, or “Gas Law” which was regulated by Decree
No. 7,382, enacted in December 2010.
In 2011, ANP Resolution No. 52 was enacted, which (i) establishes that the ANP is responsible for authorizing
the activity of commercialization of natural gas, within the competence of the Brazilian federal government;
(ii) regulates the registration of the gas seller agent; and (iii) regulates the registration of gas sales and
purchase agreements. This resolution was modified in July 2019 by Resolution No. 794/2019, which requires
the publication, by the ANP, of all natural gas sales and purchase agreements signed with local gas
distributors to attend captive markets.
In June 2016, the MME created the program Gas to Grow, or Gás para Crescer, which aims to promote a
competitive market environment to achieve the effective development of gas trading in Brazil, enabling the
entry of new agents into the gas market.
In December 2018, Decree No. 9,616 amended Decree No. 7,382/2010 to allow the change of gas
transmission system from capacity hired under the point-to-point system on long-term contracts to an
entry-exit system.
In June 2019, the CNPE established guidelines for promoting competition in the natural gas market (CNPE
Resolution No. 16/2019), and in July 2019, the New Gas Market program, or Novo Mercado de Gás, was
created and Decree No. 9,934 was signed. This decree establishes a committee that monitors the
implementation of the actions required for the entry of new agents into the natural gas market.
In July 2019, we signed an agreement with CADE (termo de compromisso de cessação), which consolidates
understandings between the parties on the promotion of competition in the natural gas industry in Brazil.
This agreement includes the sale of shareholdings in gas transportation and distribution companies and,
among other matters, establishes measures to release capacity in gas transportation pipelines and includes
our commitment to negotiate, in good faith, third party access to our processing plants. The purpose of the
agreement is to preserve and protect the competitive conditions, aiming to open the Brazilian natural gas
market, encouraging new agents to enter this market, as well as suspending administrative procedures
established by CADE to investigate our natural gas business.
In 2021, the Brazilian Congress enacted Law No. 14,134, the so-called “New Gas Law”, which revoked the Law
No. 11,909 and represents a new regulatory framework for the Brazilian natural gas market, introducing
relevant legal innovations.
Among other matters, the New Gas Law provides: (i) negotiated access to flow pipelines, natural gas
processing units (UPGNs) and LNG Terminals; (ii) the implementation of the entry and exit model for the
transport of natural gas; (iii) the change in the regime of use of transportation pipelines and storage
facilities (from concession to authorization); (iv) the unbundling of the natural gas transportation and
distribution segments; and (v) the change of competence to approve the import and export of natural gas
(from the MME to the ANP).
In addition, the New Gas Law will ensure legal certainty for administrative rules that arose from the “New
Gas Market” Program, instituted by the Brazilian federal government in mid 2019.
Also in 2021, Decree No. 10,712 / 2021 was published, which regulates the New Gas Law, and formally
revokes Decree No. 7,382 and Decree No. 9,616.
In 2022 the CNPE published Resolution No. 3, establishing (i) the strategic guidelines for the new natural
gas market, (ii) the improvement of energy policies related to free competition in this market, (iii) the
fundamentals of the transition period, and (iv) the revocation, among others, of the CNPE Resolution No.
4/2019.
PETROBRAS | Annual Report and Form 20-F | 2022
289
Legal and Tax
Despite the significance of the publication of the New Gas Law, we expect further action by the ANP to
establish measures that will be necessary to implement most of the changes brought about by the new law.
For more information on our agreement with CADE, see “Our Business – Portfolio Management” and
“Risks—Risk Factors—Operational Risks” in this annual report.
Price Regulation
Until 1997, the Brazilian federal government had the power to regulate all aspects of the pricing of crude
oil, oil products, ethanol, natural gas, electric power and other energy sources. In 2002, the Brazilian federal
government eliminated price controls for crude oil and oil products, although it retained regulation over
certain existing natural gas sales agreements and electricity agreements (specifically the electric power
trade contracts in the regulated market – CCEAR).
For information on our price policy, see “Our Business – Refining, Transportation and Marketing” in this
annual report.
Environmental Regulation
All phases of the crude oil and natural gas business present environmental risks and hazards. Our facilities
in Brazil are subject to a wide range of federal, state and local laws, regulations and permit requirements
relating to the protection of human health and the environment, and they fall under the regulatory
authority of CONAMA.
Our offshore activities are subject to the administrative authority of IBAMA, which issues operating and
drilling licenses. We are required to submit reports on a regular basis, including safety and pollution
monitoring reports to IBAMA and third-party environmental audits in order to maintain our licenses. This
way, we maintain an ongoing communication channel with the environmental authorities, in order to
improve issues connected with the environmental management of our exploration, production and refining
processes of oil and natural gas. In 2018, we designed actions and measures, together with IBAMA, to adjust
the treatment and discharge of produced water in some of our offshore platforms in order to accommodate
recently issued requirements by IBAMA. All of these actions are being met by us within the timeframes
defined with IBAMA.
Costs related to these actions increased to US$471 million. From this total amount, US$403 million has
already been spent since 2018 and US$68 million will be used according to the progress of the realization
of the contractual commitments and guidelines of IBAMA. The main ones are:
Operational, technological or process adequacy adjustments in 28 marine production platforms for
the disposal of produced water, to be framed according to the measurement method of TOG SM
5520-B;
Hiring of third-party laboratory for TOG analysis;
Installation of radars on eight platforms;
Providing air and orbital monitoring;
Vessel supply for monitoring; and
Payment of compensatory measure.
In addition, in order to help ensuring the safety of navigation, the Brazilian maritime authority also works
towards the prevention of environmental pollution, with random or periodic surveys of offshore units.
Most of the onshore environmental, health and safety conditions are controlled either at the federal or the
state level depending on where our facilities are located and the type of activity under development.
PETROBRAS | Annual Report and Form 20-F | 2022
290
Legal and Tax
However, it is also possible for these conditions to be controlled on a local basis whenever the activities
generate a local impact or are established in a county conservation unit. Under Brazilian law, there is strict
and joint liability for environmental damage, mechanisms for enforcement of environmental standards and
licensing requirements for polluting activities.
Individuals or entities whose conduct or activities cause harm to the environment are subject to criminal,
civil and administrative sanctions. Government environmental protection agencies may also impose
administrative sanctions for noncompliance with environmental laws and regulations, including:
fines;
partial or total suspension of activities;
requirements to fund reclamation and environmental projects;
forfeiture or restriction of tax incentives or benefits;
closing of establishments or operations; and
forfeiture or suspension of participation in credit lines with official credit establishments.
Government Regulation
As a federal state-owned company, we are subject to certain rules that limit our investments, and we are
required to submit our annual capital expenditures budget (Orçamento Anual de Investimentos, or OAI) to
the ME and the MME. Following the review by these governmental authorities, the Brazilian Congress must
approve our budget. Thus, there may be a reduction or change in our planned investments. As a result, we
may not be able to implement all of our planned investments, including those related to the expansion and
development of our oil and natural gas fields, which may adversely affect our results of operation and
financial condition.
All medium and long-term debt incurred by us or our subsidiaries requires the approval of the Finance
Executive Manager jointly with another Executive Manager within the parameters established by our Board
of Executive Offices and the Board of Directors.
The exceptions are the issuance of public debt in the capital markets and collateralized debt obligations,
which require the approval of our Board of Executive Officers, within the parameters established by our
Board of Directors, and the issuance of debentures, which requires the approval of our Board of Directors.
In addition, Law No. 13,303/16 requires us to define in our Bylaws the public interest we pursue and which
publicly-oriented actions we are allowed to take in the pursuit of such public interest. In order to comply
with Law No. 13,303/16, we amended our Bylaws to include the definition of public interest and to state that
the Brazilian federal government may orient our activities to pursue the public interest under certain
circumstances, which distinguishes us from any other private company operating in the oil and gas market.
See “Risks – Risk Factors – 2.a) The Brazilian federal government as our controlling shareholder, may pursue
certain macroeconomic and social objectives through us, that may have a material adverse effect on us” in
this annual report” in this annual report.
More specifically, the Brazilian federal government may guide us to take publicly-oriented obligations or
responsibilities, including executing investment projects and undertaking certain operating costs, when two
conditions are met: (i) the undertaking of obligations or responsibilities must be defined by law or
regulation and provided for in a contract or agreement entered into with any public entity with powers to
negotiate such contract or agreement; and (ii) the investment projects must have their cost and revenues
broken down and disclosed in a transparent manner.
PETROBRAS | Annual Report and Form 20-F | 2022
291
Legal and Tax
Our financial committee and our minority committee, exercising their advisory role to our Board of
Directors, are in charge of evaluating whether the obligations and responsibilities undertaken by us, in
connection with the pursuit of the public interest, are different from those of any other private company
operating in the oil and gas market. The evaluation by our committees is based on certain technical and
economic aspects of the planned investment projects and on the analysis of certain operating costs
previously adopted by our management.
PETROBRAS | Annual Report and Form 20-F | 2022
292
Legal and Tax
Material Contracts
Production-Sharing Agreements
(Contratos de Partilha de Produção)
First Production Sharing Agreement – First Production Sharing Bidding Round
In 2013, a consortium formed by us (with a 40% interest), Shell (with a 20% interest), Total S.A (with a 20%
interest), CNODC Brasil Petróleo e Gás Ltda. (with a 10% interest) and CNOOC Petroleum Brasil Ltda. (with a
10% interest) (the “Libra Consortium”), entered into a production sharing agreement with the Brazilian
federal government, which holds 41.65% of the Libra Consortium’s profit oil, the ANP, as regulator and
supervisor, and PPSA, as manager (the “First Production Sharing Agreement”). Under the First Production
Sharing Agreement, the Libra Consortium was awarded the rights and obligations to operate and explore a
strategic pre-salt area known as Libra block, located in the ultra-deepwaters of the Santos Basin. For
further information on the Production Sharing Agreement, see Exhibit 2.18 to this annual report.
Second and Third Production Sharing Agreements – Second and Third
Production Sharing Bidding Rounds
In 2017, we acquired, in partnership with other international oil companies, three offshore blocks in the
second and third bidding rounds under the production sharing system held by the ANP. We are the operator
of these blocks (“Second and Third Production Sharing Agreements”). In January 2018, together with our
partners, the ANP, PPSA and the Brazilian federal government, we signed the Second and Third Production
Sharing Agreements for exploration and production of oil and natural gas.
Under the production sharing system, the consortium submits to the government a percentage of the so-
called “surplus in oil profit for the Brazilian federal government,” which is applied to revenue discounted of
the production costs and royalties. The only criteria adopted by the ANP to define the winning bidder was
the amount of profit oil to the Brazilian federal government, since the bidding rules provided for the fixed
value of the signing bonus, the minimum exploratory program and the local content commitments.
The following table summarizes the blocks we acquired, in partnership, in the second and third bidding
rounds as part of the production sharing system:
Area
Entorno de Sapinhoá
Peroba
Alto de Cabo Frio Central
Consortium composition
Petrobras Bonus
(R$ million)
Surplus in profit
oil (%)
Petrobras (45%)
Shell (30%)
Repsol Sinopec (25%)
Petrobras (40%)
BP (40%)
CNODC (20%)
Petrobras (50%)
BP (50%)
90
80.00
800
250
76.96
75.86
PETROBRAS | Annual Report and Form 20-F | 2022
293
Legal and Tax
Fourth and Fifth Production Sharing Agreements – Fourth and Fifth Production
Sharing Bidding Rounds
On June 7, 2018, we acquired, together with other international companies, three offshore blocks: (i) Dois
Irmãos, (ii) Três Marias and (iii) Uirapuru (“Fourth Production Sharing Agreements”) and, together with the
First Production Sharing Agreement and the Second and Third Production Sharing Agreements, the
“Production Sharing Agreements”). We will be the operator of these three additional blocks under the
production sharing regime. According to the regime, the consortium submits to the Brazilian federal
government a percentage of the “surplus in oil profit for the Brazilian federal government.” Again, the only
criteria adopted by the ANP to define the winning bidder was the amount of oil profit to the Brazilian federal
government.
The bidding rules established the fixed value of the signing bonus, the minimum exploratory program, and
the local content commitments.
On September 28, 2018, we acquired the block Sudoeste de Tartaruga Verde under the production sharing
regime and, as a result, we will be the operator of the corresponding agreement.
Sixth Production Sharing Agreement and First Transfer of Rights Surplus
Production Sharing Agreements – Sixth Production Sharing Bidding Round and
First ToR Surplus Production Sharing Bidding Rounds
On November 6, 2019, we acquired, together with other international companies, the Búzios block, and with
100% of participation, the Itapu block.
On November 7, 2019, we acquired, together with another international company, the Aram block, and we
will be the operator of such block.
The resulting three production-sharing agreements were all signed on March 30, 2020. We will be the
operator of these blocks under the production-sharing regime. According to the relevant production-
sharing agreements, the appointed operator, on behalf of the parties, offers to the Brazilian federal
government a percentage of the surplus in oil profit. The only criteria adopted by the ANP to define the
winning bidder was the amount of oil profit to the Brazilian federal government, since the bidding rules
provided for the fixed value of the signing bonus, the compensation, the minimum exploratory program and
the local content commitments.
Second ToR Surplus Production Sharing Bidding Round
On December 17, 2021, we acquired, together with other international companies, the exploration and
production rights over the surplus volumes in the Atapu and Sépia blocks. The production-sharing
agreements were signed on April,27 2022 and we will be the operator of these blocks under the production-
sharing regime.
According to the relevant production-sharing agreements, the appointed operator, on behalf of the parties,
offers to the Brazilian federal government a percentage of the surplus in oil profit. The only criteria adopted
by the ANP to define the winning bidder was the amount of oil profit to the Brazilian federal government,
since the bidding rules provided for the fixed value of the signing bonus, the minimum exploratory program
and the local content commitments.
PETROBRAS | Annual Report and Form 20-F | 2022
294
Legal and Tax
Basic Terms:
Operating committee. The Production Sharing Agreement Consortia are managed by an operating
committee in which we, our partners and PPSA all participate. PPSA represents the interests of the Brazilian
federal government and although it will not invest in the blocks, Pré-Sal Petróleo S.A. (“PPSA”) holds 50%
of the operating committee voting rights and also has a casting vote and veto powers, as defined in the
Production Sharing Agreements.
Risks, Costs and Compensation. All exploration, development and production activities under the
Production Sharing Agreements will be conducted at the expense and risk of the members of the
consortium. For commercial discoveries of crude oil and/or natural gas in the blocks, the consortium will be
entitled to recover, on a monthly basis, (i) a portion of the production of oil and gas in the block
corresponding to its royalty expenses and (ii) the “cost oil” corresponding to costs incurred (which is the
amount associated with capital expenditures incurred and operating costs of the consortium’s exploration
and production activities), subject to the conditions, proportions and terms set forth in the Production
Sharing Agreements. In addition, for each commercial discovery, the consortia are entitled to receive, on a
monthly basis, their share of “profit oil” as defined under the Production Sharing Agreements.
Duration:
The term of the Production Sharing Agreements is 35 years.
Phases:
Our activities under the Production Sharing Agreements are divided into two phases, as follows:
Exploration phase. This phase comprises appraisal activities for purposes of determining the commerciality
of any discoveries of crude oil and natural gas. The exploration phase begins upon the execution of the
Production Sharing Agreements and will end for each discovery upon the declaration of commerciality. We
will have four years (which may be extended upon the ANP’s prior approval) to comply with the minimum
work program and other ANP-approved activities provided for in the Production Sharing Agreements.
Production Phase. The production phase for each particular discovery begins as of the date of the
declaration of commerciality by the consortia to the ANP, and lasts until the termination of the Production
Sharing Agreements. It comprises a development period, during which we will carry out activities pursuant
to a development plan approved by the ANP.
Minimum Work Program:
During the exploration phase, we are required to undertake a minimum work program, as specified in the
Production Sharing Agreements. We may perform other activities outside the scope of the minimum work
program, provided that such activities are approved by the ANP.
Unitization:
A reservoir covered by a block granted to us in the Production Sharing Agreements may extend to adjacent
areas outside the block. In such case, we must notify the ANP immediately after identifying the extension
and we will be prevented from performing development and production activities within such block, until
we have negotiated unitization agreement with the third-party concessionaire or contractor who has rights
over such adjacent area, unless otherwise authorized by the ANP. The ANP will determine the deadline for
the execution of unitization agreement by the parties. If the adjacent area is not licensed (i.e., not granted
for E&P activities to any other party), the Brazilian federal government, represented by PPSA or by the ANP,
shall negotiate with us.
PETROBRAS | Annual Report and Form 20-F | 2022
295
Legal and Tax
If the parties are unable to reach an agreement within a deadline established by the ANP, the ANP will
determine the terms and obligations related to such unitization, on the basis of an expert report, and will
also notify us and the third-party or the Brazilian federal government representative, as applicable, of such
determination. Until the unitization agreement is approved by the ANP, operations for the development
and production of such reservoir must remain suspended, unless otherwise authorized by the ANP. The
refusal of any party to execute the unitization agreement will result in the termination of the Production
Sharing Agreements and the return to the Brazilian federal government of the area subject to the
unitization process.
Environmental:
We are required to preserve the environment and protect the ecosystem in the area subject to the
Production Sharing Agreements and to avoid harming local fauna, flora and natural resources. We will be
liable for damages to the environment resulting from our operations, including costs related to any
remediation measures.
Brazilian Content:
The Production Sharing Agreements specify certain equipment, goods and services, as well as different
levels of required local content, in accordance with the different phases under the Production Sharing
Agreements. If we fail to comply with the Brazilian content obligations, we may be subject to fines imposed
by the ANP.
The original Libra Production Sharing Agreement (“Production Sharing Bidding Round One”) gave the Libra
consortium the right to waive the local content obligations in terms of technology, price and schedule. This
right was used once, and the ANP conceded waiver to the hull items and certain items of the process plants.
By Resolution No. 726/2018, the ANP gave the Libra consortium the possibility of changing the local content
requirements to lower levels, but the possibility of waiver was excluded.
On the Production Sharing Bidding Round Two, the fields bid on had the same local content requirements
of their adjacent fields contracts, according to the CNPE Resolution No. 7/2017. Such resolution established
new local content levels for the Production Sharing Agreements, and the Bidding Rounds Three, Four, Five
and Six used those levels.
Royalties and Expenses with Research and Development:
Once we begin production in each field, members of the consortia (other than PPSA) will be required to pay
monthly royalties of 15% of the oil and natural gas production, to be recovered from a portion of the
production of oil and gas in the block. All members of the consortia (other than PPSA) will also be required
to invest 1.0% of their annual gross revenues from crude oil and natural gas production under the
Production Sharing Agreements in research and development activities related to the oil, gas and biofuel
sectors.
Miscellaneous Provisions:
Under the Brazilian production-sharing regime, we can assign our rights and obligations inherent to our
participation above 30% in the areas in which we exercised our preemptive right to be the operator.
All members of the consortia (other than PPSA) have a right of first refusal with respect to an assignment
of rights and obligations by any other member of the consortium (other than PPSA).
The Production Sharing Agreements shall be terminated in the following circumstances: (i) the expiration
of their terms; (ii) if the minimum work program has not been completed by the end of the exploration
phase; (iii) if there has not been any commercial discovery by the end of the exploration phase; (iv) if the
consortium members (other than PPSA) exercise their withdrawal rights during the exploration phase; (v) if
PETROBRAS | Annual Report and Form 20-F | 2022
296
Legal and Tax
the consortium refuses to execute a unitization agreement after the ANP makes such determination (which
termination may be complete or partial) and (vi) any other basis for termination described in the Production
Sharing Agreements.
Any breach of the Production Sharing Agreements or of any regulations issued by the ANP may result in
sanctions and fines imposed by the ANP on the relevant party, in accordance with applicable legislation and
the terms of the Production Sharing Agreements. If any breach of the Production Sharing Agreements is
considered by the Brazilian federal government not to be significant, intentional, or a result of negligence,
imprudence or recklessness, or it is proved that the consortium has worked diligently to cure such breach,
the Brazilian federal government may, instead of terminating the Production Sharing Agreements, propose
that the ANP apply designated sanctions on the relevant parties.
We and other consortium members will use our best efforts to settle any disputes. If we are unable to do so,
any consortium member may submit such dispute or controversy to an ad hoc arbitration following the rules
established by the UNCITRAL, or by the consent of the parties in interest, to the ICC, or any other well-
regarded arbitration chamber. If a dispute involves only public administration entities, it may be submitted
to conciliation service of the Câmara de Conciliação e Arbitragem da Administração Federal, or CCAF, under
the AGU. In the event of a dispute involving non-negotiable rights, the parties shall submit the dispute to
the federal courts in Brasília, Brazil.
The Production Sharing Agreements are governed by Brazilian law.
Amendment to the Transfer of Rights Agreement
The Transfer of Rights Agreement was executed in 2010. Its amendment was approved in 2019 by the TCU
and the CNPE and our governing bodies.
The parties involved discussed several scenarios about the revision of the original agreement, as both of
them could be simultaneously creditor and/or debtor. The amendment consolidates one such scenario,
resulting in a credit of US$9,058 billion in our favor, which was fully paid in December 2019.
In addition to such credit, the main changes as a result of the amendment to the Transfer of Rights
Agreement were (i) the local content clauses that lowered the local content requirements for the production
phase (development and production stages) and (ii) the dispute resolution provisions that became similar
to the provisions of the Production Sharing Agreements of the latest ANP bid rounds.
For more information concerning our other material contracts, see “Our Business” and “Operating and
Financial Review and Prospects” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
297
Legal and Tax
Legal Proceedings
We are currently party to numerous legal proceedings relating to civil, administrative, tax, labor, criminal,
environmental and corporate issues arising in the normal course of our business. These proceedings involve
claims for substantial amounts of money and other remedies. Several individual disputes account for a
significant part of the total amount of claims against us. Our audited consolidated financial statements only
include provisions for probable and reasonably estimable losses and expenses we may incur in connection
with pending proceedings.
Some of our main legal proceedings are listed below.
Lava Jato Investigation
In 2009, the Brazilian federal police began an investigation aimed at criminal organizations engaged in
money laundering in several Brazilian states, known as Operation “Car Wash” (“Lava Jato”). The Lava Jato
investigation is extremely broad and comprises numerous investigations into several criminal practices,
spanning crimes and conduct committed by individuals in different parts of the country and different
sectors of the Brazilian economy. In 2014, Lava Jato started to focus part of its investigation on
irregularities involving our contractors and suppliers and uncovered a broad payment scheme that involved
a wide range of participants, including our former personnel. It is possible that further information
damaging us and our interests will come to light in the course of the ongoing investigations of corruption
by Brazilian authorities.
We are not a target of the Lava Jato investigation and we are formally recognized, by the Brazilian
authorities, as a victim of the improper payments scheme. We will continue to pursue legal measures
against companies and individuals, including former employees and politicians, who have caused financial
and image damages to us. We have been working together with the Brazilian Federal Prosecutor’s Office,
the Brazilian federal police, the Federal Revenue Services and other competent authorities since the
beginning of the investigation. The total amount of restitution paid to us since the beginning of Lava Jato
through December 31, 2022 was US$1.618 billion (most recently, US$96 million, US$235 million and US$155
million in 2022, 2021 and 2020, respectively).
In 2021, the Brazilian Supreme Court started to decide cases brought by criminal defendants in Lava Jato
proceedings aimed at nullifying criminal convictions relating to the investigation. These cases are still in
progress and their outcomes may affect our interests.
For further information regarding Lava Jato and its impacts on us, see “Risks–Risk Factors—We may face
additional proceedings related to the Lava Jato investigation” and Note 21 to our audited consolidated
financial statements.
Investigations Carried out by Authorities
Brazil: Prosecutor’s Office
In 2015, the state of São Paulo Prosecutor’s Office established a civil proceeding to investigate the
existence of potential damages caused by us to investors listed in the Brazilian stock market. However, the
Brazilian Federal Prosecutor’s Office assessed this civil proceeding and determined that the São Paulo
Public Prosecutor’s Office has no authority over this matter, which must be presided over by the Brazilian
Federal Prosecutor’s Office. We have provided all relevant information required by the authorities. In May
2022, we became aware that this classified civil proceeding was dismissed in February 2021.
PETROBRAS | Annual Report and Form 20-F | 2022
298
Legal and Tax
Investor Claims
Netherlands: Collective action in the Netherlands
On January 23, 2017, the Stichting Petrobras Compensation Foundation (“Foundation”) filed an action
before the district court in Rotterdam, in the Netherlands, against us and our subsidiaries Petrobras
International Braspetro B.V. (PIBBV), Petrobras Global Finance B.V. (PGF BV), our former joint venture PO&G
Petrobras Oil & Gas B.V. (PO&G) and some of our former officers.
The Foundation allegedly represents the interests of an unidentified group of investors and alleges that,
based on the facts uncovered by the Lava Jato investigation, the defendants acted unlawfully towards
investors. Based on the allegations, the Foundation seeks declaratory relief rulings from the Dutch court.
On May 26, 2021, after a number of prior interim judgments in which the Court accepted jurisdiction over
most of the seven claims of the Foundation, the Court decided that the collective action shall continue and
that the arbitration clause of our bylaws does not bar our shareholders from access to the Dutch courts and
that the Foundation can represent the interests of these shareholders. Notwithstanding the foregoing, the
Court decided that our investors who have commenced arbitration proceedings, as well as our investors who
have commenced proceedings in which the independent public court has ruled by final decision that they
are bound by the arbitration clause, are excluded from the collective action.
In 2021 and 2022, the parties presented their written submissions regarding the merits of the case. The
Court scheduled hearings for the oral arguments, which occurred on January 17 and 24, 2023. At these
hearings, the Court did not provide any indication of the contents of its forthcoming decision on the merits
yet. We, along with other defendants filed an additional court brief on February 22, 2023, after which the
court aims to render judgment on July 26, 2023. Such deadlines are indicative that the decision may be
postponed or perhaps rendered earlier.
This collective action involves complex issues that are subject to substantial uncertainties and depend on a
number of factors such as the scope of the arbitration clause in our bylaws, jurisdiction of the Dutch courts,
the scope of the United States Class Settlement, the standing of the Foundation as the alleged
representative of the investors' interests, the various applicable laws to this complaint, the information
produced during the evidentiary phase of the proceedings, analysis by experts, the timing of court decisions
and rulings by the court on key issues, possible appeal and Supreme Court appeal proceedings, and the fact
that the Foundation only seeks declaratory relief in this collective action. Currently, it is not possible to
determine if we will be found responsible for the payment of compensation in subsequent individual
complaints after this action as this assessment depends on the outcome of these complex issues. Moreover,
it is uncertain which investors will be able to file subsequent individual complaints related to this matter
against us.
In addition, the allegations asserted are broad, span a multi-year period and involve a wide range of
activities, and, at the current stage, the impacts of such allegations are highly uncertain. The uncertainties
inherent in all such matters affect the amount and timing of the ultimate resolution of these actions. As a
result, we are unable to make a reliable estimate of eventual loss arising from this action. We are a victim of
the corruption scheme uncovered by the Lava Jato investigation and aim to prove this before the Dutch
Court.
The uncertainties inherent in all such matters do not enable us to make a reliable estimate of an eventual
loss arising from this action. Compensation for the alleged damages will only be determined by court rulings
on complaints to be filed by individual investors. The Foundation is not able to demand compensation for
damages.
We deny the allegations presented by the Foundation and will continue to defend ourselves vigorously.
PETROBRAS | Annual Report and Form 20-F | 2022
299
Legal and Tax
Other Related Investor Claims
Arbitration in Brazil
We are also currently a party to seven arbitration proceedings brought by Brazilian and foreign investors
that purchased our shares traded on the B3, alleging financial losses caused by facts uncovered in Lava
Jato.
Due to substantial uncertainties inherent to these kinds of proceedings and the highly uncertain impacts
of such allegations, it is not possible for us to identify possible risks related to this action and to produce a
reliable estimate of eventual loss.
Depending on the outcome of these claims, we may have to pay substantial amounts, which may have a
significant effect on our financial condition.
Most of these arbitrations are far from a definitive judgment by the respective arbitral tribunals. However,
in one of the arbitrations, proposed by two institutional investors, on May 26, 2020, a partial arbitration
award has been issued. The partial award indicates our liability, but does not determine our payment of
amounts, nor does it end the procedure. This arbitration is confidential, as well as the others in progress,
and the partial award represents only the position of the three arbitrators of such arbitration panel and it
is not extendable to the other existing arbitrations. On July 20, 2020, we filed a lawsuit for the annulment
of this partial arbitration award, considering our view that it contains serious flaws and improprieties. On
November 10, 2020, the first level judge of Rio de Janeiro state court declared the partial award null. The
appeals against this decision are pending. In compliance with CAM rules, the lawsuit is confidential. We
reiterate that we will continue to defend ourselves vigorously, out of respect for our current shareholders,
in all arbitrations to which we are a party.
Arbitration in Argentina
In 2018, we were served with an arbitral claim filed by Consumidores Financieros Asociación Civil para su
Defensa, currently named Consumidores Damnificados Asociación Civil, (the “Association”) against us and
other individuals and legal entities, before the “Tribunal de Arbitraje General de la Bolsa de Comercio de
Buenos Aires” (“Arbitral Tribunal”).
Among other issues, the Association alleged our liability for a supposed loss of market value of our shares
in Argentina, due to proceedings related to Lava Jato.
In June 2019, the Arbitral Tribunal decided that the arbitral claim should be considered withdrawn due to
the lack of payment of the arbitral fee by the Association. The Association has filed appeals that were
rejected by the court of appeals on November 20, 2019. The Association has appealed to the Argentinian
Supreme Court, and a final decision is still pending.
Criminal Actions in Argentina
We were accused of these two criminal actions in Argentina, as described below:
Criminal action alleging non-compliance by us with the obligation to publish as “relevant fact” in the
Argentine market the existence of a class action claim filed by the Association, before the Judicial
Commercial Courts (Judicial Commercial Claim), pursuant to provisions of Argentine capital market
law. It is worth mentioning that the Judicial Commercial Claim had never been served to us. On March
4, 2021, the court (Room A of the Economic Criminal Chamber) decided that this criminal action
should be transferred from the Criminal Economic Court No. 3 of the city of Buenos Aires to the
Criminal Economic Court No. 2 of the same city. We have filed procedural defenses before the
criminal court and some of them are still pending.
PETROBRAS | Annual Report and Form 20-F | 2022
300
Legal and Tax
Criminal action alleging fraudulent offer of securities aggravated by allegedly having stated false
data in our financial statements issued in 2015. We have filed preliminary defense on the merits,
which has not yet been considered by the judge, in addition to procedural defenses that are currently
the subject of appeals in the appellate courts of the Argentine Justice. On October 21, 2021, after an
appeal by the Association, the Court of Appeals revoked the lower court decision that had recognized
our immunity from jurisdiction and recommended that the lower court take steps to certify whether
we could be considered criminally immune in Argentina for further reassessment of the issue. We
appealed this decision before the Court of Cassation, and our appeal was denied. After the lower
court denied our immunity from jurisdiction, we appealed to the Court. On December 27, 2022, the
Court again considered the first instance decision to be premature, determining that a third decision
be issued, which is still pending as of the date of this annual report. On another procedural front, on
September 14, 2022, the decision that had recognized that the Association could not act as a
representative of financial consumers was reformed by the Court of Cassation after an appeal by the
Association. On November 2, 2022, we have filed an appeal against this decision before the Argentine
Supreme Court, which is still pending judgment. This criminal action is pending before the Criminal
Economic Court No. 2 of the city of Buenos Aires.
Sete Brasil’s Investor Claim and Mediation Procedure
We are currently a party to a lawsuit in the District Court for the District of Columbia in Washington, D.C.
(the “D.C. District Court”) filed by EIG in 2016, concerning its indirect purchase of equity interests in Sete
Brasil, a company created in order to build rigs with high local content. In this proceeding, EIG alleges that
we induced investors to invest in Sete Brasil and that we were among the parties responsible for the
financial crisis of Sete Brasil, which filed judicial recovery proceedings (“recuperação judicial”), in Brazil.
The D.C. District Court denied our motion to dismiss on various grounds including sovereign immunity and
ruled that the claims could proceed to discovery, which is the exchange of legal information and known facts
of a case between the parties. During 2020 and 2021, the parties engaged in extensive fact and expert
Discovery, and filed motions for summary judgment.
On August 8, 2022, the D.C. District Court issued a ruling holding us liable for the plaintiffs’ claims but denied
the plaintiffs’ summary judgment motion with respect to damages, and any award of damages on these
claims will have to be proven by EIG at trial. In the same ruling, the D.C. District Court denied our motion for
summary judgment to dismiss all of the plaintiffs' claims due to our immunity from jurisdiction and deferred
ruling on two procedural issues. On August 18, 2022, we filed a notice of appeal to inform the Court that we
intend to appeal the denial of our motion to dismiss.
On August 26, 2022, we requested a stay of the lawsuit until the judgment of the aforementioned appeal,
and the stay was granted by the judge on October 26, 2022.
On August 26, 2022, EIG attached certain of our assets in the Netherlands. Leave to make such pre-
judgement attachments was granted by the Amsterdam District Court on a summary judgment basis and
serves to guarantee the satisfaction of EIG's claims in the aforementioned U.S. proceedings. For the sole
purpose of granting leave to make these attachments, the Amsterdam District Court estimated the claims
of EIG at US$297.2 million in total, although the D.C. District Court ruled that any award of damages on these
claims will have to be proven by EIG at trial as set out above. There is some debate on the scope of assets
attached by EIG but there are no pending proceedings by EIG in the Netherlands. Such pre-judgement
attachments do not prevent us and our Dutch subsidiaries from fulfilling obligations towards third parties.
We were also a party to arbitrations in Brazil filed by investors of Sete Brasil, which concluded in 2020 when
a favorable arbitration award was granted to us. On April 1, 2020, July 29, 2020, and on December 17, 2020,
we disclosed the settlement of three other arbitrations related to the investment in Sete Brasil.
PETROBRAS | Annual Report and Form 20-F | 2022
301
Legal and Tax
In addition, as result of an extrajudicial mediation initiated in 2017 in Brazil, in 2019 our Board of Directors
approved the final terms of an agreement to be executed between us and Sete Brasil, the key terms of which
include: (i) maintenance of charter and operation contracts referring to four drilling rigs, with termination
of signed contracts in relation to the other twenty-four drilling rigs; (ii) the contracts shall have effect for
ten years, with a daily rate of US$299 thousand, including the chartering and operation of the units; (iii) and
our removal and the removal of our subsidiaries from the shareholding structure of the companies of Grupo
Sete Brasil and FIP Sondas until we no longer hold any shares in such company; and (iv) the resulting
dissolution of all other contracts that are not compatible with the terms of the agreement. Magni Partners
shall charter the rigs to us and the rigs shall be operated by Etesco.
In 2020, the settlement agreement was executed by PNBV, Sete Brasil, other group companies and us,
however Sete Brasil notified us in late January 2021 that certain required conditions would not be fulfilled
prior to the deadline of January 31, 2021. As a result, our Executive Board authorized the beginning of a
new negotiation with Sete Brasil, which is still ongoing.
We no longer hold any direct or indirect equity in the companies of the Sete Brasil Group.
Other Legal proceedings
Legal Proceedings and Preliminary Procedure on TCU – Divestments
There are some judicial proceedings (mainly civil suits), which allege a supposed lack of publicity and
competitiveness in our proceedings, and in some cases the purchase price, for the sale of participation
shares in controlled companies and assets, such as exploration and production rights in oil & gas fields
(“Divestment Bids”). Some bids were suspended due to injunctions granted under preliminary analysis,
which were reversed after we presented our statement of defense and/or appeals. Although the
aforementioned court proceedings are still pending on the final awards, there is no injunction preventing
any Divestment Bid.
There are constitutional actions filed before the Brazilian Supreme Court challenging the constitutionality
of the Decree No. 9,188/2017, which sets forth rules for divestment of assets and controlled affiliates by
federal mixed-capital corporations, including us. Due to the preliminary injunction granted on June 27, 2018
by the Supreme Court’s Minister Ricardo Lewandowski in Direct Unconstitutionality Action – ADI 5624
MC/DF, which presumably could affect its Divestments, we have suspended some sales, according to the
press release dated July 3, 2018. On June 6, 2019, the court partially revised the injunction to the extent
that state-owned companies are allowed to sell their corporate control in affiliates’ companies provided
that such state-owned companies were granted a general authorization to do so by their law of
incorporation and that the sale process is competitive and executed in accordance with the constitutional
principles applicable to the public administration, pursuant to Federal Decree No. 9,188/2017. Hence, we
may seek the divestment of assets and controlled affiliates, without any constraint. Another constitutional
action (Direct Unconstitutionality Action 5841), with the same purpose, was filed and the Brazilian Supreme
Court has denied the injunction in virtual sessions held in December 2020. As of December 2021, the final
decision of both constitutional procedures are still pending.
Also, there is a Direct Unconstitutionality Action filed against Federal Decree No. 9,355/18 (“Federal
Decree”) that aims at the immediate suspension of its effects and a declaration of unconstitutionality for
allegedly disregarding the provisions of articles 28 to 84 of Law No. 13,303/16 and the principles of legality,
morality, impersonality and efficiency (Direct Unconstitutionality Action – ADI -5942).
On December 19, 2018, a preliminary injunction was granted to suspend the effectiveness of the Federal
Decree and order us to follow the rules of Law No. 13,303/16 in relation to the procedures for the
assignment of exploration and production rights in Brazil (“Decision”). On January 11, 2019, the President
of the Supreme Court granted a preliminary injunction to suspend the effects of the Decision until the
judgment by the plenary of the court, which occurred in virtual sessions in October, 2020. The court has
ruled the claim groundless by a decision published in the Federal Official Gazette on February 8, 2021.
PETROBRAS | Annual Report and Form 20-F | 2022
302
With respect to TCU, all projects included in our divestment portfolio (excluding partnerships and
acquisitions, subject to another set of rules) follow the methodology deemed appropriate by TCU under
administrative procedure TC-013.056/2016 -6. Our divestment process methodology was reviewed and
forwarded to TCU under administrative procedure TC-009.508/2019-8. The most up-to-date methodology
took effect on August 12, 2021.
Legal and Tax
Labor Proceedings
RMNR
There are a number of lawsuits relating to Minimum Compensation per Level and Working Regime (“RMNR”)
with the purpose to review its calculating criteria.
The RMNR consists of a minimum compensation guaranteed to the workforce, based on the salary level, the
work regime and condition and the geographic location. This compensation policy was created and
implemented in 2007 as a result of collective bargaining with union representatives and approval in
employee assemblies, and it was only challenged three years after its implementation. The matter at
dispute is whether to include additional working arrangements and special working conditions as a
complement to RMNR.
In 2018, the Brazilian Superior Labor Court (“TST”) ruled against us and we filed an appeal against its
decision. The Brazilian Supreme Court (“STF”) suspended the effects of the decision issued by the TST and
called for the national suspension of the ongoing proceedings relating to RMNR.
In 2021, the Justice Rapporteur of STF recognized the validity of the collective bargaining agreement freely
entered into between us and the unions, reversing the Superior Labor Court decision. An appeal was filed
against Reporting Justice’s decision.
The judgment of the appeals filed by the plaintiff and by several amici curiae against the decision of the
Justice Rapporteur is in progress at the first chamber of STF, formed by five Justices. To date, three
Justices deliberated in our favor, one Justice recused himself from the case and one Justice requested to
see the case records. Judgment of this appeal is therefore still pending.
Applicable rate
Since several judges were considering the application of the rate provided for by the law (“Taxa
Referencial”) to be unconstitutional, the matter was referred to the STF. In December 2020, the STF decided
that, in labor litigation, the IPCA-E rate should be applied up until the date that the process is initiated, and
the SELIC rate should be applied as of the date that the process has been initiated. The effect on our largest
provisions, including RMNR provisions, is already taken into account in our results.
Unification of Fields
We filed four arbitrations under the ICC administration challenging the ANP’s decision to unify our
unconnected oil fields (Parque das Baleias, Tupi and Cernambi; Baúna and Piracaba; Tartaruga Verde and
Tartaruga Mestiça). The Parque das Baleias arbitration was terminated by means of an agreement executed
by the parties.
In the case of the Tartaruga Mestiça and Tartaruga Verde arbitration, the arbitral tribunal recognized its
competence to decide on the unification of such fields. The ANP filed a lawsuit in order to annul the arbitral
award, and, the Federal Court of Rio de Janeiro has allowed the arbitration to continue until the hearing.
In relation to the Baúna and Piracaba arbitration, a judicial injunction is keeping it suspended. We filed an
appeal in the Brazilian Superior Court (“STJ”).
PETROBRAS | Annual Report and Form 20-F | 2022
303
Legal and Tax
In addition, the BM-S-11 consortium, formed with Shell and Petrogal, of which we are the operator,
challenged the ANP’s decision on unifying Tupi and Cernambi fields. The arbitration remains suspended due
to a judicial injunction. Currently, the Brazilian Superior Court will decide which court (the state court or
arbitral tribunal) should decide the merits of the case.
Petros
Since 2013, lawsuits classified as “Petros Class Actions” were filed by unions and associations related to
Fundação Petrobrás de Seguridade Social (Petros), whereby we are being sued to contribute directly to the
pension plan scheme, suspension of the balancing plan (plano de equacionamento), payment of increased
benefits to participants and beneficiaries, payment of all actuarial and financial insufficiencies of the plan
and estimated economic value of the participants in solving the entity's accumulated deficits based on
allegation of fraud and mismanagement of Petros.
There are also lawsuits filed by Petros against us, requesting payment of contributions for a reinstated
employee, payment of employer contributions for increased judicial benefits and payment of amounts to
restore the mathematical reserve. We filed a lawsuit against PETROS to obtain the reimbursement of
amounts paid by us as a consequence of judicial rulings according to which PETROBRAS and PETROS would
have a joint and several liability and we also filed an action for accounting due to agreements (Convênio
PETROBRAS x PETROS – 1984 e Convênio PETROBRAS x PETROS – 1986) signed by us and PETROS.
There are no final decisions on the aforementioned proceedings as of the date of this annual report.
Natural Gas Distributors
Since December 2021, we were sued by some natural gas distributors and/or public entities. The requests
in the lawsuit seek the extension of the terms of natural gas supply contracts that would have expired in
December 2021. Since the prices of natural gas showed a large increase in the last months of 2021, we
offered to the natural gas distributors proposals for new contracts with prices aligned with the current
natural gas market. However, some natural gas distributors and/or public entities intend to avoid the
adjusted prices alleging that we abused our economic power. In some cases, judges granted the injunction
to maintain the previous contracts´ prices. We are seeking the reversal of such decisions in the Brazilian
Courts. In addition, since the parties had agreed to resolve the disputes by arbitration, we filed arbitration
proceedings, which are all confidential. Three cases were settled by means of agreements signed by us and
three natural gas distributors.
Environmental
Since 2000, we are party to one public civil action regarding the OSPAR pipeline, related to the obligation to
compensate damages and alleged moral damages resulting from the environmental accident that occurred
in the state of Paraná in July 2000. In October 2021, we signed an agreement (“acordo judicial”) to terminate
our obligation to pay the damages mentioned above. The agreement has been signed with the Federal
Prosecutor’s Office, the state of Paraná Prosecutor’s Office, the state of Paraná, Brazilian Institute of the
Environment and Renewable Natural Resources (“IBAMA”), the state of Paraná Environmental Agency
(Instituto Água e Terra - IAT) and Araucária County. The payment of the agreement was completed in July
2022. The judicial procedures follow only to discuss lawyer’s fees.
There were also fines issued by IBAMA as a result of the leak of the OSPAR oil pipeline in Paraná in July 2000.
After the administrative process, there was a court proceeding, and the current decision was unfavorable to
us. We appealed and decision on our appeal to the Superior Courts is pending.
For further information on our material legal proceedings, see Note 18 to our audited consolidated financial
statements.
PETROBRAS | Annual Report and Form 20-F | 2022
304
Legal and Tax
Tax Proceedings
We are currently party to legal proceedings relating to tax claims. For further information on our material
tax proceedings, see Note 18 to our audited consolidated financial statements.
PETROBRAS | Annual Report and Form 20-F | 2022
305
Legal and Tax
Tax
Tax Strategy and Effect of Taxes on Our Income
In January 2023, our Board of Directors approved a Tax Policy, in line with the continuous improvement of
our governance. The Tax Policy's guideline aims to comply with the tax legislation of Brazil and of the
countries where we operate, defining our strategy based on the technical interpretation of the rules,
standards and processes, aligned with our business and tax risk management. We assume the commitment
of not holding equity interests in low-tax jurisdictions, as well as observing the transfer pricing rules
provided for in Brazil and in the countries where we operate, in relation to all transactions with related or
unrelated parties, when required by law.
For further information regarding our Tax Policy, please visit our website at www.petrobras.com.br/ir. The
information available on our website is not and shall not be deemed to be incorporated by reference to this
annual report.
Our tax strategy outlines the compliance with tax laws of Brazil and other countries, where we operate as a
corporation that influences the economic and social environment of which we are part. We also aim at
engaging with tax authorities in an ethical and transparent manner. Considering that we are the biggest
taxpayers in Brazil, our engagement with tax authorities may result in various effects on tax collection at
the federal, state and municipal levels, as well as production taxes under the ANP.
We are subject to tax on our income at a Brazilian statutory corporate rate of 34%, comprising of a 25% rate
of income tax and a social contribution tax at a 9% rate. Since 2015, we have been recognizing the accounting
results of our foreign subsidiaries for Brazilian income tax purposes based on Brazilian statutory corporate
rates as established by Law No. 12,973/2014.
We follow the transfer pricing rules in transactions involving related parties in the countries that we perform
our activities.
In addition to taxes paid on behalf of consumers to the Brazilian federal government, as well as state and
municipal governments, such as the value-added tax (Imposto sobre Circulação de Mercadorias e Serviços,
or “ICMS”), we are required to pay three main charges on our oil production activities in Brazil under the
scope of the ANP: (i) royalties, (ii) special participation and (iii) retention bonuses. See “Taxation under
Concession Regime for Oil and Gas” below and “Risk Factors – 2.a) The Brazilian federal government as our
controlling shareholder, may pursue certain macroeconomic and social objectives through us, that may
have a material adverse effect on us” in this annual report. These charges imposed by the Brazilian federal
government are included in our cost of sales.
Changes to the corporate income tax laws in certain countries that occurred in 2022 may impact our
activities and results. As a reference, we perform our activities through the implementation of Pillar II in
target-countries that follow the OECD Guidelines (such as USA, the Netherlands, and Spain). In the case of
the United States, the Inflation Reduction Act of 2022 introduced a corporate alternative minimum tax of
15% of the “adjusted financial statement income” effective for tax years beginning in 2023. In both Pillar II
and CAMT, the countries are seeking a minimum effective tax rate of 15% on the profits generated. In Brazil,
we emphasize the recent changes in the transfer price legislation brought by the Provisional Executive
Order No. 1,152, published on December 29, 2022, which must be converted into Law within 120 calendar
days from the publication date to become effective.
For further information regarding our tax collection disclosed in our Tax Report, please visit our website at
www.petrobras.com.br/ir. The information available on our website is not and shall not be deemed to be
incorporated by reference to this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
306
Legal and Tax
Taxation under Concession Regime for Oil and Gas
According to Law No. 9,478/1997 and under our concession agreements for exploration and production
activities with the ANP, we are required to pay the government the following:
Signing bonuses paid upon the execution of the concession agreement, which are based on the
amount of the winning bid, subject to the minimum signing bonuses published in the relevant
bidding guidelines (edital de licitação);
Annual retention bonuses for the occupation or retention of areas available for exploration and
production, at a rate established by the ANP in the relevant bidding guidelines based on the size,
location and geological characteristics of the concession block;
Special participation charges at a rate ranging from zero to 40% of the net income derived from the
production of fields that reach high production volumes or profitability, according to the criteria
established in the applicable legislation. Net revenues are gross revenues, based on reference prices
for crude oil or natural gas established by Decree No. 2,705 and ANP regulatory acts, less royalties
paid, investments in exploration, operational costs and depreciation adjustments and applicable
taxes. In 2022, we paid this government take on 15 of our fields, namely Barracuda, Jubarte, Leste
do Urucu, Marlim Leste, Marlim Sul, Mexilhão, Rio Urucu, Roncador, Sapinhoá, Tartaruga Verde,
Albacora Leste, Tupi and Berbigão; and
Royalties to be established in the concession contracts at a rate ranging between 5% and 10% of
gross revenues from production, based on reference prices for crude oil or natural gas established
in its regulatory acts. In establishing royalty rates in the concession contracts, the ANP also takes
into consideration the geological risks and expected productivity levels for each concession. Most of
our crude oil production is currently paid at the maximum royalty rate.
Law No. 9,478/1997 also requires concessionaires of onshore fields to pay to the owner of the land a
participation fee that varies between 0.5% and 1.0% of the sales revenues derived from the production of
the field.
Taxation Model for the Oil and Gas Industry (Repetro-SPED)
On December 28, 2017, the Brazilian federal government enacted Law No. 13,586, which outlined a new
taxation model for the oil and gas industry and, along with the Decree No. 9,128/2017, established a new
special regime for exploration, development and production of oil, gas and other liquid hydrocarbons
named Repetro-Sped, which will expire in December 2040.
This regime provides for the continuation of total tax relief over goods imported with temporary
permanence in Brazil, as previously established by the former Repetro (special customs regime for the
export and import of goods designated to exploration and production of oil and natural gas reserves), and
adds this relief to goods permanently held in Brazil. This benefit allowed for the migration of all the goods
acquired in the former Repetro to the Repetro-Sped.
In 2018, we started to transfer the ownership of oil and gas assets under this regime from our foreign
subsidiaries to our parent company and the joint ventures (consortia) in Brazil. The transfer was completed
in 2020.
In addition, the legislation prescribes the Repetro-Industrialização, a special tax regime, regulated in 2019,
which exempts acquisitions from the oil and gas supply chain established in Brazil.
Following the creation of Repetro-Sped and Repetro-Industrialização, some Brazilian states, pursuant to a
decision by the Brazilian National Council of Finance Policies (“CONFAZ”), agreed to grant tax incentives
relating to the value added tax (“ICMS”) over transactions under these regimes to the extent each state
enacts its specific regulation providing for the tax relief on the oil and gas industry.
PETROBRAS | Annual Report and Form 20-F | 2022
307
Legal and Tax
Taxation Relating to the ADSs and our Common and Preferred Shares
The following summary contains a description of material Brazilian and U.S. federal income tax
considerations that may be relevant to the purchase, ownership and disposition of preferred or common
shares or ADSs by a holder. This summary does not describe any tax consequences arising under the laws
of any state, locality or taxing jurisdiction other than Brazil and the United States.
This summary is based upon the tax laws of Brazil and the United States as in effect on the date of this
annual report, which are subject to change (possibly with retroactive effect). This summary is also based
upon the representations of the depositary and on the assumption that the obligations in the deposit
agreement and any related documents will be performed in accordance with their respective terms.
This description is not a comprehensive description of the tax considerations that may be relevant to any
particular investor, including tax considerations that arise from rules that are generally applicable to all
taxpayers or to certain classes of investors or rules that investors are generally assumed to know.
Prospective purchasers of common or preferred shares or ADSs should consult their own tax advisors as to
the tax consequences of the acquisition, ownership and disposition of common or preferred shares or ADSs.
There is no income tax treaty between the United States and Brazil. In recent years, the tax authorities of
Brazil and the United States have held discussions that may culminate in such a treaty. We cannot predict,
however, whether or when a treaty will enter into force or how it will affect the U.S. holders of common or
preferred shares or ADSs.
Brazilian Tax Considerations
General
The following discussion summarizes the material Brazilian tax consequences of the acquisition, ownership
and disposition of preferred or common shares or ADSs, as the case may be, by a holder that is not deemed
to be domiciled in Brazil for purposes of Brazilian taxation, also called a non-Brazilian holder.
Under Brazilian law, investors (non-Brazilian holders) may invest in the preferred or common shares under
CMN Resolution No. 4,373 or under Law No. 4,131/1962. The rules of CMN Resolution No. 4,373 allow foreign
investors to invest in almost all instruments and to engage in almost all transactions available in the
Brazilian financial and capital markets, provided that certain requirements are met. In accordance with CMN
Resolution No. 4,373, the definition of foreign investor includes individuals, legal entities, mutual funds and
other collective investment entities, domiciled or headquartered abroad.
Pursuant to this rule, foreign investors must: (i) appoint at least one representative in Brazil with powers to
perform actions relating to their foreign investment (such as registration and keeping updated records of
all transactions with the Central Bank of Brazil); (ii) complete the appropriate foreign investor registration
form; (iii) register as a foreign investor with the CVM; and (iv) register the foreign investment with the
Central Bank of Brazil.
On October 1, 2020, CMN Resolution No. 4,852 amended Resolution No. 4,373, allowing CVM to release non-
resident individual investors from the obligation to obtain registration with CVM.
Securities and other financial assets held by foreign investors pursuant to CMN Resolution No. 4,373 must
be registered or maintained in deposit accounts or under the custody of an entity duly licensed by the CVM.
In addition, securities trading is restricted to transactions carried out in the stock exchanges or organized
over-the-counter markets authorized by the CVM.
PETROBRAS | Annual Report and Form 20-F | 2022
308
Legal and Tax
Taxation of Dividends
Generally speaking, dividends paid by us, including stock dividends and other dividends paid in property to
the Depositary in respect of the ADSs, or to a non-Brazilian holder in respect of the preferred or common
shares, are not subject to withholding income tax in Brazil, to the extent that such amounts are related to
profits generated after January 1, 1996.
We must pay to our shareholders (including non-Brazilian holders of common or preferred shares or ADSs)
interest on the amount of dividends payable to them, updated by the SELIC rate, from the end of each fiscal
year through the date of effective payment of those dividends. These interest payments are considered
fixed-yield income and are subject to withholding income tax at varying rates depending on the length of
period of interest accrual. The tax rate for payments made to beneficiaries resident or domiciled in Brazil
varies from 15%, in case of interest accrued for a period greater than 720 days, 17.5% in case of interest
accrued for a period between 361 and 720 days, 20% in case of interest accrued for a period between 181
and 360 days, and to 22.5%, in case of interest accrued for a period up to 180 days. However, when the
beneficiary is a non-Brazilian holder, under CMN Resolution No. 4,373 rules, the general applicable
withholding income tax rate over interest is 15% except in case the beneficiary is resident or domiciled in a
country or other jurisdiction that does not impose income tax or imposes it at a maximum income tax rate
lower than 17% (a Low or Nil Tax Jurisdiction) or, based on the position of the Brazilian tax authorities, a
country or other jurisdiction where the local legislation does not allow access to information related to the
shareholding composition of legal entities, to their ownership or to the identity of the effective beneficiary
of the income attributed to shareholders (the “Non-Transparency Rule”), when the applicable withholding
income tax rate will be 25%. See “Tax – Taxation of Dividends – Clarifications on Non-Brazilian Holders
Resident or Domiciled in a Low or Nil Tax Jurisdiction” in this annual report.
Taxation on Interest on Capital
Any payment of interest on capital to holders of ADSs or preferred or common shares, whether or not they
are Brazilian residents, is subject to Brazilian withholding income tax at the rate of 15% at the time we record
such liability, whether or not the effective payment is made at that time. See “Shareholder Information –
Dividends – Payment of Dividends and Interest on Capital” in this annual report. In the case of non-Brazilian
residents that are resident in a Low or Nil Tax Jurisdiction (including in the view of Brazilian authorities the
jurisdictions to which the Non-Transparency Rule applies), the applicable withholding income tax rate is
25%. See “Tax – Taxation of Dividends – Clarifications on Non-Brazilian Holders Resident or Domiciled in a
Low or Nil Tax Jurisdiction” in this annual report. The payment of interest with respect to updating recorded
distributions by the SELIC rate that is applicable to payments of dividends applies equally to payments of
interest on capital. The determination of whether or not we will make distributions in the form of interest
on capital or in the form of dividends is made by our Board of Directors at the time distributions are to be
made. We cannot determine how our Board of Directors will make these determinations in connection with
future distributions.
Taxation of Gains
For purposes of Brazilian taxation on capital gains, two types of non-Brazilian holders have to be
considered: (i) non-Brazilian holders of ADSs, preferred shares or common shares that are not resident or
domiciled in a Low or Nil Tax Jurisdiction, and that, in the case of preferred or common shares, have
registered before the Central Bank of Brazil and the CVM in accordance with CMN Resolution No. 4,373; and
(ii) any other non-Brazilian holder, including non-Brazilian holders who invest in Brazil not in accordance
with CMN Resolution No. 4,373 (including registration under Law No. 4,131/1962) and who are resident or
domiciled in a Low or Nil Tax Jurisdiction. See “Tax – Taxation of Dividends – Clarifications on Non- Brazilian
Holders Resident or Domiciled in a Low or Nil Tax Jurisdiction” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
309
Legal and Tax
According to Law No. 10,833/2003, capital gains realized on the disposition of assets located in Brazil by
non-Brazilian holders, whether or not to other non-residents and whether made outside or within Brazil,
may be subject to taxation in Brazil. With respect to the disposition of common or preferred shares, as they
are assets located in Brazil, the non-Brazilian holder may be subject to income tax on any gains realized,
following the rules described below, regardless of whether the transactions are conducted in Brazil or with
a Brazilian resident. It is possible to argue that the ADSs do not fall within the definition of assets located
in Brazil for the purposes of this law, but there is still neither pronunciation from tax authorities nor judicial
court rulings in this respect. Therefore, we are unable to predict whether such understanding will prevail in
the courts of Brazil.
Although there are grounds to sustain otherwise, the deposit of preferred or common shares in exchange
for ADSs may be subject to Brazilian taxation on capital gains if the acquisition cost of the preferred or
common shares is lower than the average price per preferred or common share.
The difference between the acquisition cost and the market price of the preferred or common shares will be
considered realized capital gain that is subject to taxation as described below. There are grounds to sustain
that such taxation is not applicable with respect to non-Brazilian holders registered under the rules of CMN
Resolution No. 4,373 and not resident or domiciled in a Low or Nil Tax Jurisdiction.
The withdrawal of ADSs in exchange for preferred or common shares should not be considered as giving
rise to a capital gain subject to Brazilian income tax, provided that on receipt of the underlying preferred or
common shares, the non-Brazilian holder complies with the registration procedure with the Central Bank of
Brazil as described below in “Registered Capital.”
Capital gains realized by a non-Brazilian holder on a sale or disposition of preferred or common shares
carried out on a Brazilian stock exchange (which includes transactions carried out on the organized over-
the-counter market) are:
exempt from income tax when the non-Brazilian holder (i) has registered its investment in
accordance with CMN Resolution No. 4,373 and (ii) is not resident or domiciled in a Low or Nil Tax
Jurisdiction;
subject to an income tax at a 25% rate, in cases of gains realized by a non-Brazilian holder resident
or domiciled in a Low or Nil Tax Jurisdiction or a jurisdiction to which the Non-Transparency Rule
applies. In this case, a withholding income tax at a rate of 0.005% of the sale value is levied on the
transaction which can be offset against the eventual income tax due on the capital gain; or
in all other cases, including a case of capital gains realized by a non-Brazilian holder that is not
registered in accordance with CMN Resolution No. 4,373, subject to income tax at the following
progressive rates: 15% that do not exceed R$5 million, 17.5% on the gains between R$5 million and
R$10 million, 20% on the gains between R$10 million and R$30 million and 22.5% on the gains that
exceed R$30 million. In these cases, a withholding income tax at a rate of 0.005% of the sale value is
levied on the transaction, which can be offset against the eventual income tax due on the capital
gain.
Any capital gains realized on a disposition of preferred or common shares that is carried out outside the
Brazilian stock exchange are subject to income tax above rates in case of gains realized by a non-Brazilian
holder that is domiciled or resident in a Low or Nil Tax Jurisdiction or a jurisdiction to which the Non-
Transparency Rule applies. In this last case, for the capital gains related to transactions conducted on the
Brazilian non-organized over-the-counter market with intermediation, the withholding income tax of
0.005% will also apply and can be offset against the eventual income tax due on the capital gain.
In the case of a redemption of preferred or common shares or ADSs or a capital reduction made by us, the
positive difference between the amount received by the non-Brazilian holder and the acquisition cost of the
preferred or common shares or ADSs redeemed or reduced is treated as capital gain derived from the sale
or exchange of shares not carried out on a Brazilian stock exchange market and is therefore generally
subject to the above rates. See “Tax – Taxation of Dividends – Clarifications on Non-Brazilian Holders
Resident or Domiciled in a Low or Nil Tax Jurisdiction” in this annual report.
PETROBRAS | Annual Report and Form 20-F | 2022
310
Legal and Tax
Any exercise of preemptive rights relating to the preferred or common shares will not be subject to Brazilian
taxation. Any gain on the sale or assignment of preemptive rights will be subject to Brazilian income taxation
according to the same rules applicable to the sale or disposition of preferred or common shares.
No assurance can be made that the current preferential treatment of non-Brazilian holders of the ADSs and
some non-Brazilian holders of the preferred or common shares under CMN Resolution No. 4,373 will
continue to apply in the future.
Additional Rules Regarding Taxation of Gains
On March 16, 2016, the Brazilian federal government converted the Provisional Executive Order (Medida
Provisória) No. 692 into Law No. 13,259, which established progressive income tax rates applicable to capital
gains derived from the disposition of assets by Brazilian individuals. Law No. 13,259 provides for new rates
that range from 15% to 22.5% depending on the amount of the gain recognized by the Brazilian individual,
as follows: (i) 15% on gains not exceeding R$5 million; (ii) 17.5% on gains that exceed R$5 million and do not
exceed R$10 million; (iii) 20% on gains that exceed R$10 million and do not exceed R$30 million; and (iv)
22.5% on gains exceeding R$30 million. Pursuant to Section 18 of Law No. 9,249/95, the tax treatment
applicable to capital gains earned by Brazilian individuals also applies to capital gains earned by non-
Brazilian residents (except in cases that remain subject to the application of specific rules).
Clarifications on Non-Brazilian Holders Resident or Domiciled in a Low or Nil Tax
Jurisdiction
Law No. 9,779/1999 states that, except for limited prescribed circumstances, income derived from
transactions by a person resident or domiciled in a Low or Nil Tax Jurisdiction will be subject to withholding
income tax at the rate of 25%. A Low or Nil Tax Jurisdiction is generally considered to be a country or other
jurisdiction which does not impose any income tax or which imposes such tax at a maximum rate lower than
17%. Under certain circumstances, the Non-Transparency Rule is also taken into account for determining
whether a country or other jurisdiction is a Low or Nil Tax Jurisdiction. In addition, Law No. 11,727/2008
introduced the concept of a “privileged tax regime,” which is defined as a tax regime which (i) does not tax
income or taxes it at a maximum rate lower than 17%; (ii) grants tax benefits to non-resident entities or
individuals (a) without the requirement to carry out a substantial economic activity in the country or other
jurisdiction or (b) contingent on the non-exercise of a substantial economic activity in the country or other
jurisdiction; (iii) does not tax or that taxes foreign source income at a maximum rate lower than 17%; or (iv)
does not provide access to information related to shareholding composition, ownership of assets and rights
or economic transactions carried out. We believe that the best interpretation of Law No. 11,727/2008 is that
the concept of a “privileged tax regime” will apply solely for purposes of the transfer pricing rules in export
and import transactions, deductibility for Brazilian corporate income taxes and the thin capitalization rules
and, would therefore generally not have an impact on the taxation of a non-Brazilian holder of preferred or
common shares or ADSs, as discussed herein. However, we are unable to ascertain whether the privileged
tax regime concept will also apply in the context of the rules applicable to Low or Nil Tax Jurisdictions,
although the Brazilian tax authorities appear to agree with our position, in view of the provisions of the
Withholding Income Tax Manual (MAFON – 2022), issued by the Brazilian Revenue Service.
PETROBRAS | Annual Report and Form 20-F | 2022
311
Legal and Tax
Taxation of Foreign Exchange Transactions (IOF/Exchange)
Brazilian law imposes the IOF/Exchange on the conversion of reais into foreign currency and on the
conversion of foreign currency into reais. Currently, for most foreign currency exchange transactions, the
rate of IOF/Exchange is 0.38%. However, foreign exchange transactions related to inflows of funds to Brazil
for investments made by foreign investors in the Brazilian financial and capital markets are generally
subject to IOF/Exchange at a 0% rate. Foreign exchange transactions related to outflows of proceeds from
Brazil in connection with investments made by foreign investors in the Brazilian financial and capital
markets are also subject to the IOF/Exchange tax at a 0% rate. This 0% rate applies to payments of dividends
and interest on capital received by foreign investors with respect to investments in the Brazilian financial
and capital markets, such as investments made by a non-Brazilian holder as described in CMN Resolution
No. 4,373. The Brazilian tax authorities may increase such rates at any time, up to 25% of the amount of the
foreign exchange transaction, but not with retroactive effect.
Taxation on Bonds and Securities Transactions (IOF/Bonds)
Brazilian tax legislation imposes IOF/Bonds on transactions involving equity securities, bonds and other
securities, including those carried out on a Brazilian stock exchange. The rate of IOF/Bonds applicable to
transactions involving preferred or common shares is currently zero. However, the Brazilian tax authorities
may increase such rate at any time up to 1.5% of the transaction amount per day, but the tax increase cannot
be applied retroactively.
The IOF on transfer of shares traded on the Brazilian Stock Exchange which have the specific purpose of
backing the issuance of depositary receipts traded abroad, have been reduced from 1.5% to zero since
December 24, 2013.
Other Brazilian Taxes
There are no Brazilian inheritance, gift or succession taxes applicable to the ownership, transfer or
disposition of preferred or common shares or ADSs by a non-Brazilian holder, except for gift and inheritance
taxes which are levied by certain states of Brazil on gifts made or inheritances bestowed by a non-Brazilian
holder to individuals or entities resident or domiciled within such states in Brazil. There are no Brazilian
stamp, issue, registration, or similar taxes or duties payable by holders of preferred or common shares or
ADSs.
Registered Capital
The amount of an investment in preferred or common shares held by a non-Brazilian holder who obtains
registration under CMN Resolution No. 4,373, or by the depositary representing such holder, is eligible for
registration with the Central Bank of Brazil; and such registration allows the remittance outside Brazil of
foreign currency, converted at the commercial market rate, acquired with the proceeds of distributions on,
and amounts realized with respect to dispositions of, such preferred or common shares. The amount
registered (“registered capital”) for each preferred or common share purchased as part of the international
offering or purchased in Brazil after the date hereof, and deposited with the depositary, will be equal to its
purchase price (in U.S. dollars). The registered capital for a preferred or common share that is withdrawn
upon surrender of an ADS will be the U.S. dollar equivalent of:
the average price of a preferred or common share on the Brazilian stock exchange on which the
highest volume of such shares were traded on the day of withdrawal; or
if no preferred or common shares were traded on that day, the average price on the Brazilian stock
exchange on which the highest volume of preferred or common shares were traded in the 15 trading
sessions immediately preceding the date of such withdrawal.
PETROBRAS | Annual Report and Form 20-F | 2022
312
Legal and Tax
The U.S. dollar value of the average price of preferred or common shares is determined on the basis of the
average of the U.S. dollar/real commercial market rates quoted by the Central Bank of Brazil information
system on that date (or, if the average price of preferred or common shares is determined under the second
option above, price will be determined by the average quoted rates verified on the same 15 preceding
trading sessions as described above).
A non-Brazilian holder of preferred or common shares may be subject to delays in effecting such
registration, which in turn may delay remittances abroad. Such a delay may adversely affect the amount, in
U.S. dollars, received by the non-Brazilian holder. See “Risks – Risk Factors – Equity and Debt Securities
Risks” in this annual report.
U.S. Federal Income Tax Considerations
This summary describes material U.S. federal income tax consequences that may be relevant to a U.S.
Holder (as defined below) from the ownership and disposition of common or preferred shares or ADSs. This
summary is based on the U.S. Internal Revenue Code of 1986, as amended (“the Code”), its legislative
history, existing and proposed U.S. Treasury regulations promulgated thereunder, published rulings by the
U.S. Internal Revenue Service (“IRS”), and court decisions, all as in effect as of the date hereof, and all of
which are subject to change or differing interpretations, possibly with retroactive effect. This summary does
not purport to be a comprehensive description of all of the tax consequences that may be relevant to a
decision to hold or dispose of common or preferred shares or ADSs. This summary applies only to
purchasers of common or preferred shares or ADSs who hold the common or preferred shares or ADSs as
“capital assets” (generally, property held for investment), and does not apply to special classes of holders
such as dealers or traders in securities or currencies, holders whose functional currency is not the U.S. dollar,
holders of 10% or more of our shares, measured by voting power or value (taking into account shares held
directly or through depositary arrangements), tax-exempt organizations, partnerships or partners therein,
financial institutions, life insurance companies, holders liable for the alternative minimum tax, securities
traders who elect to account for their investment in common or preferred shares or ADSs on a mark-to-
market basis, persons that enter into a constructive sale transaction with respect to common or preferred
shares or ADSs, persons holding common or preferred shares or ADSs in a hedging transaction or as part of
a straddle or conversion transaction, or nonresident alien individuals present in the United States for more
than 182 days in a taxable year. Moreover, this summary addresses only U.S. federal income tax
consequences and does not address state, local or foreign taxes or the U.S. federal estate and gift taxes or
the Medicare tax on net investment income.
EACH HOLDER SHOULD CONSULT ITS OWN TAX ADVISOR CONCERNING THE OVERALL TAX
CONSEQUENCES IN ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE CONSEQUENCES UNDER LAWS
OTHER THAN U.S. FEDERAL INCOME TAX LAWS ADDRESSED HEREIN, OF AN INVESTMENT IN COMMON
OR PREFERRED SHARES OR ADSs.
Shares of our preferred stock will be treated as equity for U.S. federal income tax purposes. In general, a
holder of an ADS will be treated as the holder of the shares of common or preferred stock represented by
those ADSs for U.S. federal income tax purposes, and no gain or loss will be recognized if you exchange ADSs
for the shares of common or preferred stock represented by that ADS.
In this discussion, references to ADSs refer to ADSs with respect to both common and preferred shares, and
references to a “U.S. Holder” are to a holder of a common or preferred share or ADS that is:
an individual who is a citizen or resident of the United States;
a corporation organized under the laws of the United States, any state thereof, or the District of
Columbia; or
otherwise subject to U.S. federal income taxation on a net basis with respect to the share or the ADS.
PETROBRAS | Annual Report and Form 20-F | 2022
313
Legal and Tax
Taxation of Distributions
A U.S. Holder will recognize ordinary dividend income for U.S. federal income tax purposes in an amount
equal to the amount of any cash and the value of any property we distribute as a dividend to the extent that
such distribution is paid out of our current or accumulated earnings and profits, as determined for U.S.
federal income tax purposes, when such distribution is received by the depositary, in the case of ADSs, or
by the U.S. Holder in the case of a holder of common or preferred shares. The amount of any distribution
will include distributions characterized as interest on capital and the amount of Brazilian tax withheld on
the amount distributed, and the amount of a distribution paid in reais will be measured by reference to the
exchange rate for converting reais into U.S. dollars in effect on the date the distribution is received by the
depositary, in the case of ADSs, or by a U.S. Holder in the case of a holder of common or preferred shares. If
the depositary, in the case of ADSs, or U.S. Holder in the case of a holder of common or preferred shares,
does not convert such reais into U.S. dollars on the date it receives them, it is possible that the U.S. Holder
will recognize foreign currency loss or gain, which would be U.S. source ordinary loss or gain, when the reais
are converted into U.S. dollars. Dividends paid by us will not be eligible for the dividends received deduction
allowed to corporations under the Code.
Subject to certain exceptions for short-term and hedged positions, the U.S. dollar amount of dividends
received by a non-corporate U.S. Holder with respect to the ADSs will generally be subject to taxation at
preferential rates if the dividends are “qualified dividends.” Dividends paid on the ADSs will be treated as
qualified dividends if (i) the ADSs are readily tradable on an established securities market in the United
States and (ii) we were not, in the year prior to the year in which the dividend was paid, and are not, in the
year in which the dividend is paid, a “passive foreign investment company” as defined for U.S. federal income
tax purposes (a PFIC). The ADSs are listed on the NYSE, and will qualify as readily tradable on an established
securities market in the United States so long as they are so listed. Based on our audited consolidated
financial statements and relevant market and shareholder data, we believe that we should not be treated
as a PFIC for U.S. federal income tax purposes with respect to the 2022 or 2021 taxable year. In addition,
based on our audited consolidated financial statements and our current expectations regarding the value
and nature of our assets, the sources and nature of our income, and relevant market and shareholder data,
we do not anticipate becoming a PFIC for our 2023 taxable year. Based on existing guidance, it is not clear
whether dividends received with respect to the shares will be treated as qualified dividends, because the
shares are not themselves listed on a U.S. exchange. U.S. Holders of our ADSs should consult their own tax
advisors regarding the availability of the reduced dividend tax rate in the light of their particular
circumstances.
Subject to generally applicable limitations and conditions, Brazilian withholding tax on dividends with
respect to the shares or ADSs that is paid at the appropriate rate applicable to the U.S. Holder may be
eligible for credit against such U.S. Holder’s U.S. federal income tax liability. These generally applicable
limitations and conditions include new requirements recently adopted by the IRS and any Brazilian tax will
need to satisfy these requirements in order to be eligible to be a creditable tax for a U.S. Holder. The
application of these requirements to the Brazilian tax on dividends is uncertain and we have not determined
whether these requirements have been met. If the Brazilian dividend tax is not a creditable tax or the U.S.
Holder does not elect to claim a foreign tax credit for any foreign income taxes paid or accrued in the same
taxable year, the U.S. Holder may be able to deduct the Brazilian tax in computing such U.S. Holder’s taxable
income for U.S. federal income tax purposes. Dividend distributions will constitute income from sources
without the United States and, for U.S. Holders that elect to claim foreign tax credits, generally will
constitute “passive category income” for foreign tax credit purposes.
The availability and calculation of foreign tax credits and deductions for foreign taxes depend on a U.S.
Holder’s particular circumstances and involve the application of complex rules to those circumstances. U.S.
Holders should consult their own tax advisors regarding the application of these rules to their particular
situations.
PETROBRAS | Annual Report and Form 20-F | 2022
314
Holders of ADSs that are foreign corporations or nonresident alien individuals (non-U.S. Holders) generally
will not be subject to U.S. federal income tax, including withholding tax, on distributions with respect to
shares or ADSs that are treated as dividend income for U.S. federal income tax purposes unless such
dividends are effectively connected with the conduct by the holder of a trade or business in the United
States.
Legal and Tax
Taxation of Capital Gains
Upon the sale or other disposition of a share or an ADS, a U.S. Holder will generally recognize U.S. source
capital gain or loss for U.S. federal income tax purposes, equal to the difference between the amount
realized on the disposition and the U.S. Holder’s tax basis in such share or ADS. Any gain or loss will be long-
term capital gain or loss if the shares or ADSs have been held for more than one year. Non-corporate U.S.
Holders of shares or ADSs may be eligible for a preferential rate of U.S. federal income tax in respect of
long-term capital gains. Capital losses may be deducted from taxable income, subject to certain limitations.
Under the new foreign tax credit requirements recently adopted by the IRS, any Brazilian tax imposed on
the sale or other disposition of our shares or ADSs generally will not be treated as a creditable tax for U.S.
foreign tax credit purposes. If the Brazilian tax is not a creditable tax for a U.S. holder, the tax would reduce
the amount realized on the sale or other disposition of the shares even if the U.S. Holder has elected to
claim a foreign tax credit for other taxes in the same year. U.S. Holders should consult their own tax advisors
regarding the application of the foreign tax credit rules to a sale or other disposition of the shares and any
Brazilian tax imposed on such sale or disposition.
Information Reporting and Backup Withholding
The payment of dividends on, and proceeds from the sale or other disposition of, the ADSs or common or
preferred shares to a U.S. Holder within the United States (or through certain U.S. related financial
intermediaries) will generally be subject to information reporting, and may be subject to “backup
withholding” unless the U.S. Holder (i) is an exempt recipient, and demonstrates this fact when so required,
or (ii) timely provides a taxpayer identification number and certifies that no loss of exemption from backup
withholding has occurred and otherwise complies with applicable requirements of the backup withholding
rules. Backup withholding is not an additional tax. The amount of any backup withholding collected from a
payment to a U.S. Holder will be allowed as a credit against the U.S. Holder’s U.S. federal income tax liability
and may entitle the U.S. Holder to a refund, so long as the required information is furnished to the IRS in a
timely manner.
U.S. Holders should consult their own tax advisors about any additional reporting requirements that may
arise as a result of their purchasing, holding or disposing of our ADSs, or common or preferred shares.
A non-U.S. Holder generally will be exempt from these information reporting requirements and backup
withholding tax, but may be required to comply with certain certification and identification procedures in
order to establish its eligibility for such exemption.
Specified Foreign Financial Assets
Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of
US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally
required to file an information statement along with their tax returns, currently on Form 8938, with respect
to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial
institution, as well as securities issued by a non-U.S. issuer (which would include our common and preferred
shares and ADSs) that are not held in accounts maintained by financial institutions. Higher reporting
thresholds apply to certain individuals living abroad and to certain married individuals. Regulations extend
this reporting requirement to certain entities that are treated as formed or availed of to hold direct or
PETROBRAS | Annual Report and Form 20-F | 2022
315
indirect interests in specified foreign financial assets based on certain objective criteria. U.S. Holders who
fail to report the required information could be subject to substantial penalties. In addition, the statute of
limitations for assessment of tax would be suspended, in whole or part. Prospective investors should
consult their own tax advisors concerning the application of these rules to their investment, including the
application of the rules to their particular circumstances.
Legal and Tax
Taxation Relating to PGF’s Notes
The following summary contains a description of material Brazilian, Dutch, European Union and U.S. federal
income tax considerations that may be relevant to the purchase, ownership and disposition of PGF’s debt
securities (the “notes”). This summary does not describe any tax consequences arising under the laws of
any state, locality or taxing jurisdiction other than the Netherlands, Brazil and the United States.
This summary is based on the tax laws of the Netherlands, Brazil and the United States as in effect on the
date of this annual report, which are subject to change (possibly with retroactive effect). This description is
not a comprehensive description of all tax considerations that may be relevant to any particular investor,
including tax considerations that arise from rules generally applicable to all taxpayers or to certain classes
of investors or that investors are generally assumed to know. Prospective purchasers of notes should
consult their own tax advisors regarding the tax consequences of the acquisition, ownership and disposition
of the notes.
There is no tax treaty to avoid double taxation between Brazil and the United States. In recent years, the
tax authorities of Brazil and the United States have held discussions that may culminate in such a treaty.
We cannot predict, however, whether or when a treaty will enter into force or how it will affect the U.S.
Holders of notes.
Dutch Taxation
The following is a general summary of certain material Dutch tax consequences to holders of the notes that
are not resident nor deemed to be resident of the Netherlands in connection with the acquisition, ownership
and disposal of notes in a Dutch company. This summary does not purport to describe all possible Dutch
tax considerations or consequences that may be relevant to a holder or prospective holder of the notes and
does not purport to deal with the tax consequences applicable to all categories of investors, some of which
(such as trusts or similar arrangements) may be subject to special rules. In view of its general nature, this
general summary should therefore be treated with appropriate caution.
This summary is based on the tax laws of the Netherlands, published regulations thereunder and published
authoritative case law, all as in effect on the date hereof, including the tax rates applicable on the date
hereof, and all of which are subject to change or to different interpretation, possibly with retroactive effect.
Any such change may invalidate the contents of this section, which will not be updated to reflect such
change. Where the text refers to the “Netherlands” or “Dutch”, it refers only to the part of the Kingdom of
the Netherlands located in Europe. In addition, the summary is based on the assumption that the notes
issued by PGF do not qualify as equity of the for Dutch tax purposes.
For Dutch tax purposes, a holder of notes may include, without limitation:
an owner of one or more notes who, in addition to the title to such notes, has an economic interest
in such notes;
a person who or an entity that holds the entire economic interest in one or more notes;
a person who or an entity that holds an interest in an entity, such as a partnership or a mutual fund,
that is transparent for Dutch tax purposes, the assets of which comprise one or more notes; and
an individual who or an entity that does not have the legal title to the notes, but to whom the notes
are attributed based either on such individual or entity holding a beneficial interest in the notes or
PETROBRAS | Annual Report and Form 20-F | 2022
316
Legal and Tax
based on specific statutory provisions, including statutory provisions pursuant to which the notes
are attributed to an individual who is, or who has directly or indirectly inherited the notes from a
person who was, the settlor, grantor or similar originator of a trust, foundation or similar entity that
holds the notes.
The discussion below is included for general information purposes only and is not Dutch tax advice or a
complete description of all Dutch tax consequences relating to the acquisition, holding and disposal of the
notes. Holders or prospective holders of notes should consult their own tax advisers as to the Dutch tax
consequences of purchasing, including, without limitation, the consequences of the receipt of interest and
the sale or other disposition of notes or coupons, in light of their particular circumstances.
Withholding Tax
All payments of interest and principal made by or on behalf of PGF under the notes to holders of notes may
be made free of withholding or deduction of, for or on account of any taxes of any nature imposed, levied,
withheld or assessed by the Netherlands or any political subdivision or taxing authority thereof or therein
except that Dutch withholding tax at a rate of 25.8% (rate for 2022 and 2023) may apply with respect to
payments of interest made or deemed to be made by or on behalf of PGF, if such payments are made or
deemed to be made to an entity related (gelieerd) to PGF (within the meaning of the Dutch Withholding Tax
Act 2021, Wet Bronbelasting 2021 see below), if such related entity:
is considered to be resident (gevestigd) in a jurisdiction that is listed in the yearly updated Dutch
Regulation on low-taxing states and non-cooperative jurisdictions for tax purposes (Regeling
laagbelastende staten en niet-coöperatieve rechtsgebieden voor belastingdoeleinden) (a "Listed
Jurisdiction"); or
has a permanent establishment located in a Listed Jurisdiction to which the interest payment is
attributable; or
is entitled to the interest payment with the main purpose or one of the main purposes of avoiding
taxation for another person or entity and there is an artificial arrangement or transaction or a series of
artificial arrangements or transactions; or
is not considered to be the recipient of the interest in its jurisdiction of residence because such
jurisdiction treats another entity as the recipient of the interest (a hybrid mismatch); or
is not resident in any jurisdiction (also a hybrid mismatch); or
is a reverse hybrid (within the meaning of Article 2(12) of the Dutch Corporate Income Tax Act; Wet op
de vennootschapsbelasting 1969), if and to the extent (x) there is a participant in the reverse hybrid
holding a Qualifying Interest in the reverse hybrid, (y) the jurisdiction of residence of the participant
holding the Qualifying Interest in the reverse hybrid treats the reverse hybrid as transparent for tax
purposes and (z) such participant would have been subject to Dutch withholding tax in respect of the
payments of interest without the interposition of the reverse hybrid,
all within the meaning of the Dutch Withholding Tax Act 2021.
Related entity
For purposes of the Dutch Withholding Tax Act 2021, an entity is considered a related entity in respect of
PGF if:
such entity has a Qualifying Interest (as defined below) in PGF; or
PGF has a Qualifying Interest in such entity; or
a third party has a Qualifying Interest in both PGF and such entity.
PETROBRAS | Annual Report and Form 20-F | 2022
317
The term "Qualifying Interest" means a direct or indirectly held interest – either by an entity individually or
jointly if an entity is part of a collaborating group (samenwerkende groep) – that enables such entity or such
collaborating group to exercise a definite influence over another entity's decisions, such as PGF decisions,
and allows it to determine the other entity’s activities (within the meaning of case law of the European Court
of Justice on the right of freedom of establishment (vrijheid van vestiging).
Legal and Tax
Taxes on Income and Capital Gains
Please note that the summary in this section does not describe the Dutch tax considerations for:
holders of the notes if such holders, and in the case of an individual, his or her partner or certain of
his or her relatives by blood or marriage in the direct line (including foster children), have a
substantial interest (aanmerkelijk belang) or deemed substantial interest (fictief aanmerkelijk
belang) in PGF under the Dutch Income Tax Act 2001 (Wet inkomstenbelasting 2001). Generally
speaking, a holder of notes has a substantial interest in PGF if it has, directly or indirectly (and, in the
case of an individual, alone or together with certain relatives) (i) the ownership of, a right to acquire
the ownership of, or certain rights over, shares representing 5% or more of either the total issued
and outstanding capital of PGF or the issued and outstanding capital of any class of shares of PGF,
or (ii) the ownership of, or certain rights over, profit participating certificates (winstbewijzen) that
relate to 5% or more of either the annual profit or the liquidation proceeds of PGF. A deemed
substantial interest may arise if a substantial interest (or part thereof) has been disposed of, or is
deemed to have been disposed of, on a non-recognition basis;
investment
investment
pension funds,
institutions (vrijgestelde beleggingsinstellingen) (as defined in the Dutch Corporate Income Tax Act
1969 (Wet op de vennootschapsbelasting 1969)) and other entities that are, in whole or in part, not
subject to or exempt from Dutch corporate income tax; and
institutions (fiscale beleggingsinstellingen), exempt
holders of notes who are individuals and for whom the notes or any benefit derived from the notes
are a remuneration or deemed to be a remuneration for activities performed by such holders or
certain individuals related to such holders (as defined in the Dutch Income Tax Act 2001).
A holder of notes will not be subject to any Dutch taxes on income or capital gains in respect of the notes,
including such tax on any payment under the notes or in respect of any gain realized on the disposal,
deemed disposal, redemption or exchange of the notes, provided that:
such holder is neither a resident nor deemed to be a resident of the Netherlands;
such holder does not have, and is not deemed to have, an enterprise or an interest in an enterprise
(as defined in the Dutch Income Tax Act 2001 and the Dutch Corporate Income Tax Act 1969, as
applicable) that, in whole or in part, is either effectively managed in the Netherlands or carried on
through a (deemed) permanent establishment (vaste inrichting) or a permanent representative
(vaste vertegenwoordiger) in the Netherlands and to which enterprise or part of an enterprise the
notes are attributable;
if such holder is an individual, such income or capital gains do not form “benefits from miscellaneous
activities in the Netherlands” (resultaat uit overige werkzaamheden in Nederland), including without
limitation activities in the Netherlands with respect to the notes that exceed “normal asset
management” (normaal, actief vermogensbeheer);
if such holder is an entity, the holder is not entitled to a share in the profits of an enterprise nor a
co- entitlement to the net worth of an enterprise, which is effectively managed in the Netherlands,
other than by way of securities, and to which enterprise the notes are attributable; and
if such holder is an individual, the holder is not entitled to a share in the profits of an enterprise that
is effectively managed in the Netherlands, other than by way of securities, and to which enterprise
the notes are attributable.
PETROBRAS | Annual Report and Form 20-F | 2022
318
Legal and Tax
A holder of notes will not be treated as a resident of the Netherlands by reason only of the execution,
delivery or enforcement of its rights and obligations connected to the notes, the issue of the notes or the
performance by PGF of its obligations under the notes.
Gift and Inheritance Taxes
No gift or inheritance taxes will arise in the Netherlands with respect to an acquisition or deemed acquisition
of notes by way of a gift by, or on the death of, a holder of notes who is neither resident nor deemed to be
resident in the Netherlands for the relevant provisions, unless:
in case of a gift of the notes under a suspensive condition by an individual who at the date of the gift
was neither resident nor deemed to be resident in the Netherlands, such individual is resident or
deemed to be resident in the Netherlands at the date of (i) the fulfillment of the condition or (ii)
his/her death and the condition of the gift is fulfilled after the date of his/her death; or
in case of a gift of notes by an individual who at the date of the gift or, in case of a gift under a
suspensive condition, at the date of the fulfillment of the condition was neither resident nor deemed
to be resident in the Netherlands, such individual dies within 180 days after the date of the gift or
fulfillment of the condition, while being resident or deemed to be resident in the Netherlands.
For purposes of Dutch gift and inheritance taxes, amongst others, a person who holds the Dutch nationality
will be deemed to be resident in the Netherlands if such person has been resident in the Netherlands at any
time during the ten years preceding the date of the gift or such person's death. Additionally, for purposes
of Dutch gift tax, amongst others, a person not holding the Dutch nationality will be deemed to be resident
in the Netherlands if such person has been resident in the Netherlands at any time during the twelve months
preceding the date of the gift.
Value added tax (VAT)
No Dutch VAT will be payable by a holder of the notes in respect of any payment in consideration for the
issue of the notes or with respect to any payment by PGF of principal, interest or premium (if any) on the
notes.
Other Taxes and Duties
No other Dutch registration taxes, or any other similar taxes of a documentary nature, such as capital tax or
stamp duty, will be payable in the Netherlands by or on behalf of a holder of the notes by reason only of the
purchase, ownership and disposal of the notes.
Brazilian Taxation
The following discussion is a summary of the Brazilian tax considerations relating to an investment in the
notes by a non-resident of Brazil. The discussion is based on the tax laws of Brazil as in effect on the date
hereof and is subject to any change in Brazilian law that may come into effect after such date. The
information set forth below is intended to be a general discussion only and does not address all possible
consequences relating to an investment in the notes.
INVESTORS SHOULD CONSULT THEIR OWN TAX ADVISERS AS TO THE CONSEQUENCES OF
PURCHASING THE NOTES, INCLUDING, WITHOUT LIMITATION, THE CONSEQUENCES OF THE RECEIPT OF
INTEREST AND THE SALE, REDEMPTION OR REPAYMENT OF THE NOTES OR COUPONS.
PETROBRAS | Annual Report and Form 20-F | 2022
319
Legal and Tax
Generally, an individual, entity, trust or organization domiciled for tax purposes outside Brazil, or a
“Nonresident,” is taxed in Brazil only when income is derived from Brazilian sources or when the transaction
giving rise to such earnings involves assets in Brazil. Therefore, any gains or interest (including original issue
discount), fees, commissions, expenses and any other income paid by PGF in respect of the notes issued by
them in favor of non-resident holders are not subject to Brazilian taxes.
Interest, fees, commissions, expenses and any other income payable by us as guarantor resident in Brazil to
a non-resident are generally subject to income tax withheld at source. The rate of withholding income tax
in respect of interest payments is generally (in case of fixed yields – See “Taxation of Dividends”) 15%,
unless (i) the holder of the notes is resident or domiciled in a “tax haven jurisdiction” (that is deemed to be
a country or jurisdiction which does not impose any tax on income or which imposes such tax at a maximum
effective rate lower than 17% or where the local legislation imposes restrictions on disclosing the identities
of shareholders, the ownership of investments, or the ultimate beneficiary of earnings distributed to the
non-resident – “tax haven jurisdiction”), in which case the applicable rate is 25% or (ii) such other lower rate
as provided for in an applicable tax treaty between Brazil and another country where the beneficiary is
domiciled. In case the guarantor is required to assume the obligation to pay the principal amount of the
notes, Brazilian tax authorities could attempt to impose withholding income tax at the rate of up to 25% as
described above. Although Brazilian legislation does not provide a specific tax rule for such cases and there
is no official position from tax authorities or precedents from the Brazilian court regarding the matter, we
believe that the remittance of funds by us as a guarantor for the payment of the principal amount of the
notes will not be subject to income tax in Brazil, because the mere fact that the guarantor is making the
payment does not convert the nature of the principal due under the notes into income of the beneficiary.
If the payments with respect to the notes are made by us, as provided for in the guaranties, the non-resident
holders will be indemnified so that, after payment of all applicable Brazilian taxes collectable by
withholding, deduction or otherwise, with respect to principal, interest and additional amounts payable with
respect to the notes (plus any interest and penalties thereon), a non-resident holder will receive an amount
equal to the amount that such non-resident holder would have received as if no such Brazilian taxes (plus
interest and penalties thereon) were withheld. The Brazilian obligor will, subject to certain exceptions, pay
additional amounts in respect of such withholding or deduction so that the non-resident holder receives
the net amount due.
Gains on the sale or other disposition of the notes made outside of Brazil by a non-resident, other than a
branch or a subsidiary of Brazilian resident, to another non-resident are not subject to Brazilian income tax.
In addition, payments made from Brazil are subject to the tax on foreign exchange transactions
(IOF/Câmbio), which is levied on the conversion of Brazilian currency into foreign currency and on the
conversion of foreign currency into Brazilian currency at a general rate of 0.38%. Other IOF/Câmbio rates
may apply to specific transactions. In any case, the Brazilian federal government may increase, at any time,
such rate up to 25% but only with respect to future transactions.
Generally, there are no inheritance, gift, succession, stamp, or other similar taxes in Brazil with respect to
the ownership, transfer, assignment or any other disposition of the notes by a non-resident, except for gift
and inheritance taxes imposed by some Brazilian states on gifts or bequests by individuals or entities not
domiciled or residing in Brazil to individuals or entities domiciled or residing within such states.
PETROBRAS | Annual Report and Form 20-F | 2022
320
Legal and Tax
U.S. Federal Income Taxation
The following summary sets forth material United States federal income tax considerations that may be
relevant to a holder of a note that is, for U.S. federal income purposes, a citizen or resident of the United
States or a domestic corporation or that otherwise is subject to U.S. federal income taxation on a net income
basis in respect of the notes (a “U.S. Holder”). This summary is based upon the Code, its legislative history,
existing and proposed U.S. Treasury regulations promulgated thereunder, published rulings by the IRS, and
court decisions, all as in effect as of the date hereof, all of which are subject to change or differing
interpretations, possibly with retroactive effect. This summary does not purport to discuss all aspects of
the U.S. federal income taxation which may be relevant to special classes of investors, such as financial
institutions, insurance companies, dealers or traders in securities or currencies, securities traders who elect
to account for their investment in notes on a mark-to-market basis, regulated investment companies, tax-
exempt organizations, partnerships or partners therein, holders that are subject to the alternative minimum
tax, certain short-term holders of notes, persons that hedge their exposure in the notes or hold notes as
part of a position in a “straddle” or as part of a hedging transaction or “conversion transaction” for U.S.
federal tax purposes, persons that enter into a “constructive sale” transaction with respect to the notes,
nonresident alien individuals present in the United States for more than 182 days in a taxable year, or U.S.
Holders whose functional currency is not the U.S. dollar. U.S. Holders should be aware that the U.S. federal
income tax consequences of holding the notes may be materially different for investors described in the
prior sentence.
In addition, this summary addresses only U.S. federal income tax consequences and does not discuss any
foreign, state or local tax considerations or the Medicare tax on net investment income or under special
timing rules prescribed under section 451(b) of the U.S. Internal Revenue Code. This summary only applies
to original purchasers of notes who have purchased notes at the original issue price and hold the notes as
“capital assets” (generally, property held for investment). U.S. Holders of notes denominated in a currency
other than US$ should consult their tax advisors regarding the application of foreign currency gain or loss
rules to the notes and the treatment of any foreign currency received in respect of the notes.
EACH INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR CONCERNING THE OVERALL TAX
CONSEQUENCES IN ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE CONSEQUENCES UNDER LAWS
OTHER THAN U.S. FEDERAL INCOME TAX LAWS ADDRESSED HEREIN, OF AN INVESTMENT IN THE NOTES.
Payments of Interest
Payment of “qualified stated interest,” as defined below, on a note (including additional amounts, if any)
generally will be taxable to a U.S. Holder as ordinary interest income when such interest is accrued or is
actually or constructively received, in accordance with the U.S. Holder’s applicable method of accounting
for U.S. federal tax purposes. In general, if a note is issued with an “issue price” that is less than its “stated
redemption price at maturity” by an amount equal to or greater than a de minimis amount, such note will be
considered to have “original issue discount,” or OID. For this purpose, the “issue price” generally is the first
price at which a substantial amount of such notes is sold to investors for money. A U.S. Holder should
consult its own tax advisors regarding the issue price for a note, in particular where the note has been issued
pursuant to an exchange offer or a reopening or the note’s terms have been amended. The stated
redemption price at maturity of a note generally includes all payments on the note other than payments of
qualified stated interest.
In general, each U.S. Holder of a note, whether such holder uses the cash or the accrual method of tax
accounting, will be required to include in gross income as ordinary interest income the sum of the “daily
portions” of OID on the note, if any, for all days during the taxable year that the U.S. Holder owns the note.
The daily portions of OID on a note are determined by allocating to each day in any accrual period a ratable
portion of the OID allocable to that accrual period. In general, in the case of an initial holder, the amount of
OID on a note allocable to each accrual period is determined by (i) multiplying the “adjusted issue price,” as
defined below, of the note at the beginning of the accrual period by the yield to maturity of the note, and
PETROBRAS | Annual Report and Form 20-F | 2022
321
Legal and Tax
(ii) subtracting from that product the amount of qualified stated interest allocable to that accrual period.
U.S. Holders should be aware that they generally must include OID in gross income as ordinary interest
income for U.S. federal income tax purposes as it accrues, in advance of the receipt of cash attributable to
that income. The “adjusted issue price” of a note at the beginning of any accrual period will generally be the
sum of its issue price (generally including accrued interest, if any) and the amount of OID allocable to all
prior accrual periods, reduced by the amount of all payments other than payments of qualified stated
interest (if any) made with respect to such note in all prior accrual periods. The term “qualified stated
interest” generally means stated interest that is unconditionally payable in cash or property (other than
debt instruments of the issuer) at least annually during the entire term of a note at a single fixed rate of
interest, or subject to certain conditions, based on one or more interest indices.
Subject to generally applicable limitations and conditions, Brazilian interest withholding tax paid at the
appropriate rate applicable to the U.S. holder may be eligible for credit against such U.S. holder’s U.S.
federal income tax liability. These generally applicable limitations and conditions include new requirements
recently adopted by the IRS and any Brazilian tax will need to satisfy these requirements in order to be
eligible to be a creditable tax for a U.S. holder. The application of these requirements to the Brazilian tax on
interest is uncertain and we have not determined whether these requirements have been met. If the
Brazilian interest tax is not a creditable tax or the U.S. holder does not elect to claim a foreign tax credit for
any foreign income taxes, the U.S. holder may be able to deduct the Brazilian tax in computing such U.S.
holder’s taxable income for U.S. federal income tax purposes. Interest and additional amounts will
constitute income from sources without the United States and, for U.S. holders that elect to claim foreign
tax credits, generally will constitute “passive category income” for foreign tax credit purposes.
Sale or Disposition of Notes
A U.S. Holder generally will recognize capital gain or loss upon the sale, exchange, retirement or other
disposition of a note in an amount equal to the difference between the amount realized upon such sale,
exchange, retirement or other disposition (other than amounts attributable to accrued qualified stated
interest, which will be taxed as such) and such U.S. Holder’s adjusted tax basis in the note. A U.S. Holder’s
adjusted tax basis in the note generally will equal the U.S. Holder’s cost for the note increased by any
amounts included in gross income by such U.S. Holder as OID, if any, and reduced by any payments other
than payments of qualified stated interest on that note. Gain or loss realized by a U.S. Holder on the sale,
exchange, retirement or other disposition of a note generally will be U.S. source gain or loss for U.S. federal
income tax purposes unless it is attributable to an office or other fixed place of business outside the United
States and certain other conditions are met. The gain or loss realized by a U.S. Holder will be capital gain or
loss, and will be long-term capital gain or loss if the notes were held for more than one year. The net amount
of long-term capital gain recognized by an individual holder generally is subject to taxation at preferential
rates. Capital losses may be deducted from taxable income, subject to certain limitations.
Backup Withholding and Information Reporting
A U.S. Holder may, under certain circumstances, be subject to “backup withholding” with respect to certain
payments to that U.S. Holder, unless the holder (i) is an exempt recipient, and demonstrates this fact when
so required, or (ii) provides a correct taxpayer identification number, certifies that it is not subject to backup
withholding and otherwise complies with applicable requirements of the backup withholding rules. Any
amount withheld under these rules generally will be creditable against the U.S. Holder’s U.S. federal income
tax liability. While non-U.S. Holders generally are exempt from backup withholding, a non-U.S. Holder may,
in certain circumstances, be required to comply with certain information and identification procedures in
order to prove entitlement to this exemption.
U.S. Holders should consult their own tax advisors about any additional reporting requirements that may
arise as a result of their purchasing, holding or disposing of the notes.
PETROBRAS | Annual Report and Form 20-F | 2022
322
Legal and Tax
Specified Foreign Financial Assets
Certain U.S. Holders that own “specified foreign financial assets” with an aggregate value in excess of
US$50,000 on the last day of the taxable year or US$75,000 at any time during the taxable year are generally
required to file an information statement along with their tax returns, currently on Form 8938, with respect
to such assets. “Specified foreign financial assets” include any financial accounts held at a non-U.S. financial
institution, as well as securities issued by a non-U.S. issuer (which would include the notes) that are not held
in accounts maintained by financial institutions. Higher reporting thresholds apply to certain individuals
living abroad and to certain married individuals. Regulations extend this reporting requirement to certain
entities that are treated as formed or availed of to hold direct or indirect interests in specified foreign
financial assets based on certain objective criteria. U.S. Holders who fail to report the required information
could be subject to substantial penalties. In addition, the statute of limitations for assessment of tax would
be suspended, in whole or part. Prospective investors should consult their own tax advisors concerning the
application of these rules to their investment in the notes, including the application of the rules to their
particular circumstances.
PETROBRAS | Annual Report and Form 20-F | 2022
323
Additional Information
Additional
Information
Additional Information
List of Exhibits
No.
1.1
2.1
2.2
2.3
2.4
2.5
2.6
2.7
2.8
2.9
2.10
Description
Amended Bylaws of Petróleo Brasileiro S.A.-Petrobras, dated as of November 30, 2020.
Indenture, dated as of December 15, 2006, between Petrobras International Finance Company and The Bank
of New York, as Trustee (incorporated by reference to Exhibit 4.9 to the Registration Statement of
Petrobras and Petrobras International Finance Company on Form F-3, filed with the Securities and
Exchange Commission on December 18, 2006 (File Nos. 333-139459 and 333-139459-01)).
Fourth Supplemental Indenture, dated as of October 30, 2009, among Petrobras International Finance
Company, Petrobras and The Bank of New York Mellon, as Trustee, relating to the 6.875% Global Notes due
2040 (incorporated by reference to Exhibit 2.36 to the Annual Report and Form 20-F of Petrobras and
Petrobras International Finance Company, filed with the Securities and Exchange Commission on May 20,
2010 (File Nos. 001-15106 and 001-33121).
Guaranty for the 6.875% Global Notes due 2040, dated as of October 30, 2009, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 2.38 to the Annual Report and
Form 20-F of Petrobras and Petrobras International Finance Company, filed with the Securities and
Exchange Commission on May 20, 2010 (File Nos. 001-15106 and 001-33121)).
Description of Securities.
Transfer of Rights Agreement, dated as of September 3, 2010, among Petrobras, the Brazilian federal
government and the ANP (incorporated by reference to Exhibit 2.47 to the Annual Report and Form 20-F of
Petrobras and Petrobras International Finance Company, filed with the Securities and Exchange
Commission on May 26, 2011 (File Nos. 001-15106 and 001-33121)).
Tenth Supplemental Indenture, dated as of December 12, 2011, among Petrobras International Finance
Company, Petrobras, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London
Branch, as Principal Paying Agent and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg
Paying Agent, relating to the 6.250% Global Notes due 2026 (incorporated by reference to Exhibit 4.2 to
Form 6-K of Petrobras and Petrobras International Finance Company, furnished to the Securities and
Exchange Commission on December 12, 2011 (File Nos. 001-15106 and 001-33121)).
Guaranty for the 6.250% Global Notes due 2026, dated as of December 12, 2011, between Petrobras and
The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to Form 6-K of Petrobras
and Petrobras International Finance Company, furnished to the Securities and Exchange Commission on
December 12, 2011 (File Nos. 001-15106 and 001-33121)).
Further Amended and Restated Deposit Agreement, dated as of January 2, 2020, among Petrobras,
JPMorgan Chase Bank, N.A., as depositary, and registered holders and beneficial owners from time to time
of the ADSs, representing the common shares of Petrobras, and Form of ADR evidencing ADSs representing
the common shares of Petrobras.
Further Amended and Restated Deposit Agreement, dated as of January 2, 2020, among Petrobras,
JPMorgan Chase Bank, N.A., as depositary, and registered holders and beneficial owners from time to time
of the ADSs, representing the preferred shares of Petrobras, and Form of ADR evidencing ADSs
representing the preferred shares of Petrobras.
Amended and Restated Seventh Supplemental Indenture, dated as of February 6, 2012, among Petrobras
International Finance Company, Petrobras and The Bank of New York Mellon, as Trustee, relating to the
6.750% Global Notes due 2041 (incorporated by reference to Exhibit 4.5 to Form 6-K of Petrobras and
Petrobras International Finance Company, furnished to the Securities and Exchange Commission on
February 6, 2012 (File Nos. 001-15106 and 001-33121)).
PETROBRAS | Annual Report and Form 20-F | 2022
325
Additional Information
No.
2.11
2.12
2.13
2.14
2.15
2.16
2.17
2.18
2.19
2.20
2.21
Description
Amended and Restated Guaranty for the 6.750% Global Notes due 2041, dated as of February 6, 2012,
between Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4
to Form 6-K of Petrobras and Petrobras International Finance Company, furnished to the Securities and
Exchange Commission on February 6, 2012 (File Nos. 001-15106 and 001-33121)).
Thirteenth Supplemental Indenture, dated as of February 10, 2012, among Petrobras International Finance
Company, Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit
2.60 to the Annual Report and Form 20-F of Petrobras and Petrobras International Finance Company, filed
with the Securities and Exchange Commission on April 2, 2012 (File Nos. 001-15106 and 001-33121)).
Indenture, dated as of August 29, 2012, between Petrobras Global Finance B.V. and The Bank of New York
Mellon, as Trustee (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form F-3 of
Petrobras, Petrobras International Finance Company and Petrobras Global Finance B.V., filed with the
Securities and Exchange Commission on August 29, 2012 (File Nos. 333-183618, 333-183618-01 and 333-
183618-02)).
Third Supplemental Indenture, dated as of October 1, 2012, among Petrobras Global Finance B.V.,
Petrobras, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as
principal paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent,
relating to the 5.375% Global Notes due 2029 (incorporated by reference to Exhibit 4.8 to Form 6-K of
Petrobras, furnished to the Securities and Exchange Commission on October 1, 2012 (File No. 001-15106)).
Guaranty for the 5.375% Global Notes due 2029, dated as of October 1, 2012, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on October 1, 2012 (File No. 001-15106)).
Seventh Supplemental Indenture, dated as of May 20, 2013, between Petrobras Global Finance B.V.,
Petrobras and The Bank of New York Mellon, as Trustee, relating to the 5.625% Global Notes due 2043
(incorporated by reference to Exhibit 4.11 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on May 20, 2013 (File No. 001-15106)).
Guaranty for the 5.625% Global Notes due 2043, dated as of May 20, 2013, between Petrobras and The Bank
of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.10 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on May 20, 2013 (File No. 001-15106)).
Production Sharing Agreement, dated as of December 2, 2013, among Petrobras, Shell Brasil Petróleo Ltda.,
Total E&P do Brasil Ltda., CNODC Brasil Petróleo e Gás Ltda. and CNOOC Petroleum Brasil Ltda., the
Brazilian federal government, Pré-Sal Petróleo S.A.—PPSA and the ANP (incorporated by reference to the
Annual Report on Form 20-F of Petrobras, filed with the Securities and Exchange Commission on April 30,
2014 (File No. 001-15106)).
Twelfth Supplemental Indenture, dated as of January 14, 2014, among Petrobras Global Finance B.V.,
Petrobras, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as
principal paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent,
relating to the 4.750% Global Notes due 2025 (incorporated by reference to Exhibit 4.8 to Form 6-K of
Petrobras, furnished to the Securities and Exchange Commission on January 14, 2014 (File No. 001-15106)).
Thirteenth Supplemental Indenture, dated as of January 14, 2014, among Petrobras Global Finance B.V.,
Petrobras, The Bank of New York Mellon, as Trustee, The Bank of New York Mellon, London Branch, as
principal paying agent, and The Bank of New York Mellon (Luxembourg) S.A., as Luxembourg paying agent,
relating to the 6.625% Global Notes due 2034 (incorporated by reference to Exhibit 4.11 to Form 6-K of
Petrobras, furnished to the Securities and Exchange Commission on January 14, 2014 (File No. 001-15106)).
Guaranty for the 4.750% Global Notes due 2025, dated as of January 14, 2014, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on January 14, 2014 (File No. 001-15106)).
PETROBRAS | Annual Report and Form 20-F | 2022
326
Additional Information
No.
2.22
2.23
2.24
2.25
2.26
2.27
2.28
2.29
2.30
2.31
2.32
2.33
Description
Guaranty for the 6.625% Global Notes due 2034, dated as of January 14, 2014, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.10 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on January 14, 2014 (File No. 001-15106)).
Sixteenth Supplemental Indenture, dated as of March 17, 2014, among Petrobras Global Finance B.V.,
Petrobras and The Bank of New York Mellon, as Trustee, relating to the 6.250% Global Notes due 2024
(incorporated by reference to Exhibit 4.8 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on March 17, 2014 (File No. 001-15106)).
Seventeenth Supplemental Indenture, dated as of March 17, 2014, among Petrobras Global Finance B.V.,
Petrobras and The of New York Mellon, as Trustee, relating to the 7.250% Global Notes due 2044
(incorporated by reference to Exhibit 4.11 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on March 17, 2014 (File No. 001-15106)).
Guaranty for the 6.250% Global Notes due 2024, dated as of March 17, 2014, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.7 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on March 17, 2014 (File No. 001-15106)).
Guaranty for the 7.250% Global Notes due 2044, dated as of March 17, 2014, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.10 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on March 17, 2014 (File No. 001-15106)).
Seventh Supplemental Indenture, dated as of December 28, 2014, among Petrobras International Finance
Company S.A., Petrobras Global Finance B.V., Petrobras and The Bank of New York Mellon, as Trustee
(incorporated by reference to Exhibit 4.1 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on January 15, 2015 (File No. 001-15106)).
Fourteenth Supplemental Indenture, dated as of December 28, 2014, among Petrobras International
Finance Company S.A., Petrobras Global Finance B.V., Petrobras and The Bank of New York Mellon, as
Trustee (incorporated by reference to Exhibit 4.2 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on January 15, 2015 (File No. 001-15106)).
First Amendment to the Guaranties, dated as of December 28, 2014, between Petrobras and The Bank of
New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 to Form 6-K of Petrobras, furnished
to the Securities and Exchange Commission on January 15, 2015 (File No. 001-15106)).
Twentieth Supplemental Indenture, dated as of June 5, 2015, among Petrobras Global Finance B.V.,
Petrobras and The Bank of New York Mellon, as Trustee, relating to the 6.850% Global Notes due 2115
(incorporated by reference to Exhibit 4.2 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on June 5, 2015 (File No. 001-15106)).
Guaranty for the 6.850% Global Notes due 2115, dated as of June 5, 2015, between Petrobras and The Bank
of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on June 5, 2015 (File No. 001-15106)).
Twenty-Second Supplemental Indenture, dated as of May 23, 2016, among Petrobras Global Finance B.V.,
Petrobras and The Bank of New York Mellon, relating to the 8.750% Global Notes due 2026 (incorporated by
reference to Exhibit 4.5 to Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on
May 23, 2016 (File No. 01-15106)).
Amended and Restated Twenty-Second Supplemental Indenture, dated as of July 13, 2016, among
Petrobras Global Finance B.V., Petrobras and The Bank of New York Mellon, relating to the 8.750% Global
Notes due 2026 (incorporated by reference to Exhibit 4.5 to Form 6-K of Petrobras, furnished to the
Securities and Exchange Commission on July 13, 2016 (File No. 01-15106)).
2.34
Twenty-Fourth Supplemental Indenture, dated as of January 17, 2017, among Petrobras Global Finance
B.V., Petrobras and The Bank of New York Mellon, relating to the 7.375% Global Notes due 2027
PETROBRAS | Annual Report and Form 20-F | 2022
327
Additional Information
No.
Description
2.35
2.36
2.37
2.38
2.39
2.40
2.41
2.42
2.43
2.44
2.45
2.46
2.47
(incorporated by reference to Exhibit 4.5 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on January 17, 2017 (File No. 01-15106)).
Guaranty for the 8.750% Global Notes due 2026, dated as of May 23, 2016, between Petrobras and The Bank
of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on May 23, 2016 (File No. 01-15106)).
Amended and Restated Guaranty for the 8.750% Global Notes due 2026, dated as of July 13, 2016, between
Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to Form 6-
K of Petrobras, furnished to the Securities and Exchange Commission on July 13, 2016 (File No. 01-15106)).
Amended and Restated Guaranty for the 7.375% Global Notes due 2027, dated as of May 22, 2017, between
Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to Form 6-
K of Petrobras, furnished to the Securities and Exchange Commission on May 22, 2017 (File No. 01-15106)).
Amended and Restated Twenty-Fourth Supplemental Indenture, dated as of May 22, 2017, among
Petrobras Global Finance B.V., Petrobras and The Bank of New York Mellon, relating to the 7.375% Global
Notes due 2027 (incorporated by reference to Exhibit 4.5 to Form 6-K of Petrobras, furnished to the
Securities and Exchange Commission on May 22, 2017 (File No. 01-15106)).
Amended and Restated Seventeenth Supplemental Indenture, dated as of May 22, 2017, among Petrobras
Global Finance B.V., Petrobras and The Bank of New York Mellon, as Trustee, relating to the 7.250% Global
Notes due 2044 (incorporated by reference to Exhibit 4.8 to Form 6-K of Petrobras, furnished to the
Securities and Exchange Commission on May 22, 2017 (File No. 01-15106)).
Indenture, dated as of September 27, 2017, among Petrobras Global Finance B.V., Petrobras and The Bank
of New York Mellon, as trustee, relating to the 5.299% Global Notes due 2025.
Indenture, dated as of September 27, 2017, among Petrobras Global Finance B.V., Petrobras and The Bank
of New York Mellon, as trustee, relating to the 5.999% Global Notes due 2028.
Guaranty for the 5.299% Global Notes due 2025, dated as of September 27, 2017, between Petrobras and
The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.96 to Form 6-K of
Petrobras, furnished to the Securities and Exchange Commission on July 27, 2018 (File No. 333-226375)).
Guaranty for the 5.999% Global Notes due 2028, dated as of September 27, 2017, between Petrobras and
The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.97 to Form 6-K of
Petrobras, furnished to the Securities and Exchange Commission on July 27, 2018 (File No. 333-226375)).
Twenty-Fifth Supplemental Indenture, dated as of February 1, 2018, among Petrobras Global Finance B.V.,
Petrobras and The Bank of New York Mellon, relating to the 5.750% Global Notes due 2029 (incorporated by
reference to Exhibit 4.2 to Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on
February 1, 2018 (File No. 001-15106)).
Guaranty for the 5.750% Global Notes due 2029, dated as of February 1, 2018, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on February 1, 2018 (File No. 001-15106)).
Indenture, dated as of August 28, 2018 between Petrobras and The Bank of New York, as Trustee
(incorporated by reference to Exhibit 4.3 to the Registration Statement of Petrobras and Petrobras Global
Finance on Form F-3, filed with the Securities and Exchange Commission on August 28, 2018 (File Nos. 333-
227087 and 333-227087-01)).
Indenture, dated as of August 28, 2018 between Petrobras Global Finance B.V. and The Bank of New York, as
Trustee (incorporated by reference to Exhibit 4.4 to the Registration Statement of Petrobras and Petrobras
Global Finance B.V. on Form F-3, filed with the Securities and Exchange Commission on August 28, 2018
(File Nos. 333-227087 and 333-227087-01)).
PETROBRAS | Annual Report and Form 20-F | 2022
328
Additional Information
No.
2.48
2.49
2.50
2.51
2.52
2.53
2.54
2.55
2.56
2.57
2.58
2.59
Description
Amended And Restated Guaranty for the 5.750% Global Notes due 2029, dated as of March 19, 2019,
between Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1
to Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on March 19, 2019 (File No.
001-15106).
Amended And Restated Twenty-Fifth Supplemental Indenture for the 5.750% Global Notes due 2029, dated
as of March 19, 2019, between Petrobras and The Bank of New York Mellon, as Trustee (incorporated by
reference to Exhibit 4.2 to Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on
March 19, 2019 (File No. 001-15106).
Guaranty for the 6.90% Global Notes due 2049, dated as of March 19, 2019, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.5 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on March 19, 2019 (File No. 001-15106).
First Supplemental Indenture for the 6.90% Global Notes due 2049, dated as of March 19, 2019, between
Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.6 to Form 6-
K of Petrobras, furnished to the Securities and Exchange Commission on March 19, 2019 (File No. 001-
15106).
Amended and Restated Guaranty of the Amended and Restated Guaranty of the 7.250% Global Notes due
2044, dated as of March 17, 2014, between Petrobras and The Bank of New York Mellon, as Trustee
(incorporated by reference to Exhibit 4.7 to Form 6-K of Petrobras, furnished to the Securities and
Exchange Commission on May 22, 2017 (File No. 001-15106)).
Second Supplemental Indenture for the 5.600% Global Notes due 2031, dated as of June 3, 2020, between
Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to Form 6-
K of Petrobras, furnished to the Securities and Exchange Commission on June 3, 2020 (File No. 001-15106).
Guaranty for the 5.600% Global Notes due 2031, dated as of June 3, 2020, between Petrobras and The Bank
of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on June 3, 2020 (File No. 001-15106).
Third Supplemental Indenture for the 6.750% Global Notes due 2050, dated as of June 3, 2020, between
Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.5 to Form 6-
K of Petrobras, furnished to the Securities and Exchange Commission on June 3, 2020 (File No. 001-15106).
Guaranty for the 6.750% Global Notes due 2050, dated as of June 3, 2020, between Petrobras and The Bank
of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.4 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on June 3, 2020 (File No. 001-15106).
Amended and Restated Second Supplemental Indenture for the 5.600% Global Notes due 2031, dated as of
October 21, 2020, between Petrobras and The Bank of New York Mellon, as Trustee (incorporated by
reference to Exhibit 4.2 to Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on
October 21, 2020 (File No. 001-15106).
Amended and Restated Guaranty for the 5.600% Global Notes due 2031, dated as of October 21, 2020,
between Petrobras and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.1
to Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on October 21, 2020 (File
No. 001-15106).
Indenture, dated as of September 18, 2019 between Petrobras Global Finance B.V. and The Bank of New
York, as Trustee (incorporated by reference to Exhibit 4.75 to the Registration Statement of Petrobras and
Petrobras Global Finance B.V. on Form F-4, filed with the Securities and Exchange Commission on July 6,
2020 (as amended on July 28, 2020) (File Nos. 333-239714 and 333-239714-01).
2.60
Guaranty for the 5.093% Global Notes due 2030, dated as of September 18, 2019, between Petrobras and
The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.73 to Petrobras’
PETROBRAS | Annual Report and Form 20-F | 2022
329
No.
Description
Additional Information
Registration Statement on Form F-4, filed with the SEC on July 6, 2020 (as amended on July 28, 2020) (File
No. 333-239714).
Fourth Supplemental Indenture for the 5.500% Global Notes due 2051, dated as of June 10, 2021, between
Petrobras, PGF and The Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.2 to
Form 6-K of Petrobras, furnished to the Securities and Exchange Commission on June 10, 2020 (File No.
001-15106).
Guaranty for the 5.500% Global Notes due 2051, dated as of June 10, 2021, between Petrobras and The
Bank of New York Mellon, as Trustee (incorporated by reference to Exhibit 4.3 to Form 6-K of Petrobras,
furnished to the Securities and Exchange Commission on June 10, 2020 (File No. 001-15106).
Form of Concession Agreement for Exploration, Development and Production of crude oil and natural gas
executed between Petrobras and the ANP (incorporated by reference to Exhibit 10.1 of Petrobras’
Registration Statement on Form F-1 filed with the Securities and Exchange Commission on July 14, 2000
(File No. 333-12298)). This was a paper filing, and is not available on the SEC website.
Purchase and Sale Agreement of natural gas, executed between Petrobras and Yacimientos Petroliferos
Fiscales Bolivianos-YPFB (together with and English version) (incorporated by reference to Exhibit 10.2 to
Petrobras’ Registration Statement on Form F-1 filed with the Securities and Exchange Commission on July
14, 2000 (File No. 333-12298)). This was a paper filing, and is not available on the SEC website. Until the
moment eleven GSA Amendments have been signed since the original execution of the GSA on August 16,
1996, so the GSA remains in effect.
List of Subsidiaries.
Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Consent letter of KPMG.
Consent letter of DeGolyer and MacNaughton.
Hydrocarbon Production by Geographic Area.
List of Our Vessels.
Subsidiary Guarantors and Issuers of Guaranteed Securities
Third Party Report of DeGolyer and MacNaughton.
2.61
2.62
4.1
4.2
8.1
12.1
13.1
15.1
15.2
15.3
15.4
17.1
99.1
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
PETROBRAS | Annual Report and Form 20-F | 2022
330
Additional Information
Signatures
The registrant hereby certifies that it meets all the requirements for filing on Form 20-F and has duly caused
this annual report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Rio de Janeiro, on March 29, 2023.
Petróleo Brasileiro S.A. — PETROBRAS
By: /s/ Jean Paul Terra Prates
Name: Jean Paul Terra Prates
Title: Chief Executive Officer
By: /s/ Rodrigo Araujo Alves
Name: Rodrigo Araujo Alves
Title: Chief Financial Officer and Chief Investor
Relations Officer
PETROBRAS | Annual Report and Form 20-F | 2022
331
Additional Information
Abbreviations
bbl
Barrels
bbl/d
Barrels per day
bcf
bn
Billion cubic feet
Billion (thousand million)
bnbbl
Billion barrels
bncf
bnm3
Billion cubic feet
Billion cubic meters
bnboe
Billion barrels of oil equivalent
boe
boed
cf
cmd
GWh
Barrels of oil equivalent
Barrels of oil equivalent per day
Cubic feet
Cubic meters per day
One gigawatt of power supplied or demanded for one hour
kgCO2e/boe
Kilogram of carbon dioxide equivalent per barrel of oil equivalent
KgCO2e/CWT Kilogram of carbon dioxide equivalent per complexity weighted ton
km
km2
m3
Kilometer
Square kilometers
Cubic meter
mbbl
Thousand barrels
mbbl/d
Thousand barrels per day
mboe
Thousand barrels of oil equivalent
mboed
Thousand barrels of oil equivalent per day
mcf
Thousand cubic feet
mcf/d
Thousand cubic feet per day
mm3
mm3/d
mm3/y
Thousand cubic meters
Thousand cubic meters per day
Thousand cubic meter per year
mmbbl
Million barrels
PETROBRAS | Annual Report and Form 20-F | 2022
332
Additional Information
mmbbl/d
Million barrels per day
mmboe
Million barrels of oil equivalent
mmboed
Million barrels of oil equivalent per day
mmcf
Million cubic feet
mmcf/d
Million cubic feet per day
mmm3
Million cubic meters
mmm3/d
Million cubic meters per day
mmt
Million metric tons
mmt/y
Million metric tons per year
MW
Megawatts
MWavg
Amount of energy (in MWh) divided by the time (in hours) in which such energy is produced or consumed
MWh
ppm
R$
t
One megawatt of power supplied or demanded for one hour
Parts per million
Brazilian reais
Metric ton
tCO2e
Tonnes of carbon dioxide equivalent
t/d
Tcf
US$
/d
Metric ton per day
Trillion cubic feet
United States dollars
Per day
PETROBRAS | Annual Report and Form 20-F | 2022
333
Additional Information
Conversion table
1 acre
1 barrel
1 boe
1 m3 of natural gas
1 km
1 meter
=
=
=
=
=
=
43,560 square feet
42 U.S. gallons
1 barrel of crude oil equivalent
35.315 cf
0.6214 miles
3.2808 feet
=
=
=
=
0.004047 km2
Approximately 0.13 t of oil
6,000 cf of natural gas
0.0059 boe
1 t of crude oil
=
1,000 kilograms of crude oil
=
Approximately 7.5 barrels of crude oil
(assuming an atmospheric pressure
index gravity of 37°API)
PETROBRAS | Annual Report and Form 20-F | 2022
334
Cross-Reference to Form 20-F
Form 20-F
Captions
Location in this Annual Report
Disclaimer
Glossary of Certain Terms used in this Annual Report
About Us
Overview
PART I
Item 1.
Item 2.
Item 3.
Identity of Directors, Senior
Management and Advisers
Offer Statistics and Expected
Timetable
Key Information
Not applicable
Not applicable
A. Reserved
Not applicable
B. Capitalization and indebtedness
Not applicable
C. Reasons for the offer and use of
proceeds
D. Risk factors
Not applicable
Risks (Risk Factors)
Additional Information
Pages
6
9
21
22
40
22
Item 4.
Information on the Company
A. History and development of the
company
B. Business overview
C. Organizational structure
D. Property, plants and equipment
Item 4A.
Unresolved Staff Comments
Item 5.
Operating and Financial Review and
Prospects
A. Operating results
B. Liquidity and capital resources
C. Research and development, patents
and licenses, etc.
D. Trend information
Item 6.
E. Critical Accounting Estimates
Directors, Senior Management and
Employees
A. Directors and senior management
B. Compensation
C. Board practices
About Us (Overview)
Disclaimer (Documents on Display);
About Us (Overview); Our Business
(Portfolio Management); Strategic Plan;
Legal and Tax (Regulation); Legal and
Tax (Material Contracts)
About Us (Overview); Exhibit 8.1 – List
of Subsidiaries
Our Business; Strategic Plan; Legal and
Tax (Regulation)
None
8, 22, 144; 157,
286, 293
22
64, 157, 286
Operating and Financial Review and
Prospects
Operating and Financial Review and
Prospects (Liquidity and Capital
Resources)
Strategic Plan (Digital Transformation)
199
208
173
Our Business; Risks; Operating and
Financial Review and Prospects
Not applicable
64, 39, 199
Recent Developments; Management
and Employees (Management)
Management and Employees
Management and Employees
(Management)
27, 223
222, Note 35
to Financial
Statements
223
PETROBRAS | Annual Report and Form 20-F | 2022
335
Additional Information
Form 20-F
Captions
Location in this Annual Report
D. Employees
E. Share ownership
Item 7.
F. Disclosure of a registrant’s action to
recover erroneously awarded
compensation
Major Shareholders and Related Party
Transactions
A. Major shareholders
B. Related party transactions
Management and Employees
(Employees)
Shareholder Information (Listing;
Shares and Shareholders) and
Management and Employees
(Management)
Not applicable
Shareholder Information (Shares and
Shareholders)
Management and Employees
(Management)
C. Interests of experts and counsel
Not applicable
Item 8.
Financial Information
A. Consolidated Statements and Other
Financial Information
B. Significant Changes
Item 9.
The Offer and Listing
Financial Statements; Legal and Tax
(Legal Proceedings); Shareholder
Information (Dividends)
Not applicable
Pages
247
266, 268, 223
268
223, Note 35
to Financial
Statements
F-1; 298, 278
A. Offer and listing details
B. Plan of distribution
C. Markets
D. Selling shareholders
E. Dilution
F. Expenses of the issue
Not applicable
Not applicable
Shareholder Information (Listing)
266
Not applicable
Not applicable
Not applicable
Item 10.
Additional Information
A. Share capital
Not applicable
B. Memorandum and articles of
association
C. Material contracts
D. Exchange controls
E. Taxation
Shareholder Information
(Shareholders’ Rights); Environment,
Social and Governance (Corporate
Governance)
Legal and Tax (Material Contracts)
Shareholder Information (Additional
Information for Non-Brazilian
Shareholders)
Legal and Tax (Tax)
F. Dividends and paying agents
Not applicable
G. Statement by experts
H. Documents on display
Our Business (Exploration and
Production)
Disclaimer
I. Subsidiary Information
Not applicable
J. Annual Report to Security Holders
Not applicable
Item 11.
Item 12.
Qualitative and Quantitative
Disclosures about Market Risk
Description of Securities other than
Equity Securities
A. Debt Securities
B. Warrants and Rights
Risks (Disclosures About Market Risk)
Not applicable
Not applicable
273, 191,
Exhibit 1.1,
Exhibit 2.4
293
282
306
65
6
61
PETROBRAS | Annual Report and Form 20-F | 2022
336
Additional Information
Form 20-F
Captions
Location in this Annual Report
C. Other Securities
Not applicable
D. American Depositary Shares
Shareholder Information (Additional
Information for Non-Brazilian
Shareholders)
PART II
Item 13.
Item 14.
Item 15.
Defaults, Dividend Arrearages and
Delinquencies
Material Modifications to the Rights of
Security Holders and Use of Proceeds
Controls and Procedures
Item 16.
Reserved
Item 16A.
Audit Committee Financial Expert
Item 16B.
Code of Ethics
Item 16C.
Item 16D.
Item 16E.
Principal Accountant Fees and
Services
Exemptions from the Listing
Standards for Audit Committees
Purchases of Equity Securities by the
Issuer and Affiliated Purchasers
Item 16F.
Item 16G.
Change in Registrant’s Certifying
Accountant
Corporate Governance
Item 16H.
Mine Safety Disclosure
None
None
Compliance and Internal Controls
(Compliance)
Not applicable
Management and Employees
(Management)
Compliance and Internal Controls
Management and Employees
(Management)
Management and Employees
(Management)
Shareholder Information (Additional
Information for Non-Brazilian
Shareholders)
Not applicable
Management and Employees
(Management)
Not applicable
Item 16I.
Disclosure Regarding Foreign
Jurisdictions that Prevent Inspections
Not applicable
PART III
Item 17.
Financial Statements
Not applicable
Item 18.
Financial Statements
Financial Statements
Item 19.
Exhibits
Exhibits
Signatures
Abbreviations
Conversion Table
Cross Reference to Form 20-F
Pages
282
257
223
256
223
223
282
223
F-1
325
331
332
334
335
PETROBRAS | Annual Report and Form 20-F | 2022
337
Financial Statements
Financial
Statements
Financial Statements 2022
PETRÓLEO BRASILEIRO S.A. - PETROBRAS
December 31, 2022, 2021 and 2020 with report of
independent registered public accounting firm
1
INDEX
Petróleo Brasileiro S.A. – Petrobras
Consolidated Statements of Financial Position........................................................................................................................................................... F-3
Consolidated Statements of Income .............................................................................................................................................................................. F-4
Consolidated Statements of Comprehensive Income ................................................................................................................................................ F-5
Consolidated Statements of Cash Flows ....................................................................................................................................................................... F-6
Consolidated Statements of Changes In Shareholders’ Equity............................................................................................................................... F-7
The Company and its operations .......................................................................................................................................................................... F-8
1.
Basis of preparation ................................................................................................................................................................................................. F-8
2.
Significant accounting policies .............................................................................................................................................................................. F-9
3.
Critical accounting policies: key estimates and judgments ........................................................................................................................... F-9
4.
New standards and interpretations .................................................................................................................................................................. F-16
5.
Capital Management ............................................................................................................................................................................................. F-16
6.
Cash and cash equivalents and Marketable securities ................................................................................................................................. F-17
7.
Sales revenues ........................................................................................................................................................................................................ F-18
8.
Costs and expenses by nature ............................................................................................................................................................................ F-21
9.
Other income and expenses ........................................................................................................................................................................... F-22
10.
Net finance income (expense) ....................................................................................................................................................................... F-22
11.
Information by operating segment .............................................................................................................................................................. F-23
12.
Trade and other receivables .......................................................................................................................................................................... F-29
13.
Inventories .......................................................................................................................................................................................................... F-31
14.
Trade payables .................................................................................................................................................................................................. F-32
15.
Taxes .................................................................................................................................................................................................................... F-32
16.
Employee benefits ............................................................................................................................................................................................ F-36
17.
Provisions for legal proceedings, judicial deposits and contingent liabilities ................................................................................. F-51
18.
Provision for decommissioning costs.......................................................................................................................................................... F-60
19.
Other Assets and Liabilities ........................................................................................................................................................................... F-61
20.
The “Lava Jato (Car Wash) Operation” and its effects on the Company ........................................................................................... F-62
21.
Commitment to purchase natural gas........................................................................................................................................................ F-62
22.
Property, plant and equipment ..................................................................................................................................................................... F-63
23.
Intangible assets ............................................................................................................................................................................................... F-67
24.
Impairment ......................................................................................................................................................................................................... F-70
25.
Exploration and evaluation of oil and gas reserves ................................................................................................................................. F-77
26.
Collateral for crude oil exploration concession agreements ................................................................................................................ F-79
27.
Partnerships in E&P activities........................................................................................................................................................................ F-79
28.
Investments ........................................................................................................................................................................................................ F-82
29.
Disposal of assets and other transactions................................................................................................................................................. F-85
30.
Finance debt ....................................................................................................................................................................................................... F-91
31.
Lease liabilities .................................................................................................................................................................................................. F-95
32.
Equity ................................................................................................................................................................................................................... F-97
33.
Risk management ........................................................................................................................................................................................... F-101
34.
Related-party transactions .......................................................................................................................................................................... F-109
35.
Supplemental information on statement of cash flows ....................................................................................................................... F-114
36.
37.
Subsequent events ......................................................................................................................................................................................... F-114
Supplementary information on Oil and Gas Exploration and Production (unaudited) ................................................................................ F-116
Climate change (unaudited) ......................................................................................................................................................................................... F-128
Management’s Report on Internal Control over Financial Reporting ............................................................................................................... F-130
Report of Independent Registered Public Accounting Firm ............................................................................................................................... F-131
Consolidated Statements of Financial Position
PETROBRAS
As of December 31, 2022 and December 31, 2021 (Expressed in millions of US Dollars, unless otherwise indicated)
Assets
Cash and cash equivalents
Marketable securities
Trade and other receivables
Inventories
Recoverable income taxes
Other recoverable taxes
Others
Assets classified as held for sale
Current assets
Trade and other receivables
Marketable securities
Judicial deposits
Deferred income taxes
Other recoverable taxes
Others
Long-term receivables
Investments
Property, plant and equipment
Intangible assets
Non-current assets
Total assets
Liabilities
Trade payables
Finance debt
Lease liability
Income taxes payable
Other taxes payable
Dividends payable
Employee benefits
Others
Liabilities related to assets classified as held for sale
Current liabilities
Finance debt
Lease liability
Income taxes payable
Deferred income taxes
Employee benefits
Provisions for legal proceedings
Provision for decommissioning costs
Others
Non-current liabilities
Current and non-current liabilities
Share capital (net of share issuance costs)
Capital reserve and capital transactions
Profit reserves
Accumulated other comprehensive (deficit)
Attributable to the shareholders of Petrobras
Non-controlling interests
Equity
Note
12.31.2022
12.31.2021
7.1
7.2
13.1
14
16.1
16.2
20
30
13.1
7.2
18.2
16.1
16.2
20
29
23
24
7,996
2,773
5,010
8,779
165
1,142
1,777
27,642
3,608
31,250
2,440
1,564
11,053
832
3,778
1,553
21,220
1,566
130,169
2,986
155,941
10,467
650
6,368
7,255
163
1,183
1,573
27,659
2,490
30,149
1,900
44
8,038
604
3,261
487
14,334
1,510
125,330
3,025
144,199
187,191
174,348
Note
12.31.2022
12.31.2021
15
31.1
32
16.1
16.2
33.4
17
20
30
31.1
32
16.1
16.1
17
18.1
19
20
33.1
33.4
29.4
5,464
3,576
5,557
2,883
3,048
4,171
2,215
3,001
29,915
1,465
31,380
26,378
18,288
302
6,750
10,675
3,010
18,600
1,972
85,975
117,355
107,101
1,144
66,434
(105,187)
69,492
344
69,836
5,483
3,641
5,432
733
4,001
−
2,144
1,875
23,309
867
24,176
32,059
17,611
300
1,229
9,374
2,018
15,619
2,150
80,360
104,536
107,101
1,143
72,811
(111,648)
69,407
405
69,812
Total liabilities and equity
The notes form an integral part of these financial statements.
187,191
174,348
F-3
Consolidated Statements of Income
PETROBRAS
Years ended December 31, 2022, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)
Sales revenues
Cost of sales
Gross profit
Income (expenses)
Selling expenses
General and administrative expenses
Exploration costs
Research and development expenses
Other taxes
Impairment (losses) reversals
Other income and expenses, net
Note
2022
2021
2020
8
9.1
124,474
(59,486)
83,966
(43,164)
53,683
(29,195)
64,988
40,802
24,488
9.2
9.3
26
25
10
(4,931)
(1,332)
(4,229)
(1,176)
(4,884)
(1,090)
(887)
(792)
(439)
(1,315)
1,822
(7,874)
(687)
(563)
(406)
(803)
(355)
(952)
3,190
(7,339)
653
(3,218)
998
(14,425)
Income before net finance expense, results of equity-accounted investments and income taxes
57,114
37,584
10,063
Finance income
Finance expenses
Foreign exchange gains (losses) and inflation indexation charges
Net finance expense
1,832
(3,500)
(2,172)
821
(5,150)
(6,637)
11
(3,840)
(10,966)
551
(6,004)
(4,177)
(9,630)
Results of equity-accounted investments
29
251
1,607
(659)
Net income (loss) before income taxes
53,525
28,225
(226)
16.1
(16,770)
(8,239)
1,174
36,755
36,623
132
2.81
19,986
19,875
111
1.52
948
1,141
(193)
0.09
Income taxes
Net income for the year
Net income attributable to shareholders of Petrobras
Net income (loss) attributable to non-controlling interests
Basic and diluted earnings per common and preferred share - in U.S. dollars
33
The notes form an integral part of these financial statements.
F-4
Consolidated Statements of Comprehensive Income
PETROBRAS
Years ended December 31, 2022, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)
Net income for the year
Items that will not be reclassified to the statement of income:
Actuarial gains (losses) on post-employment defined benefit plans
17.3
Recognized in equity
Deferred income tax
Unrealized gains (losses) on equity instruments measured at fair value through other
comprehensive income
Recognized in equity
Deferred income tax
Share of other comprehensive income in equity-accounted investments
Items that may be reclassified subsequently to the statement of income:
Unrealized gains (losses) on cash flow hedge - highly probable future exports
34.3
Recognized in equity
Reclassified to the statement of income
Deferred income tax
Translation adjustments (*)
Recognized in equity
Reclassified to the statement of income
Share of other comprehensive income (loss) in equity-accounted investments
Recognized in equity
Reclassified to the statement of income
29.2
Other comprehensive income (loss)
Total comprehensive income (loss)
Comprehensive income (loss) attributable to shareholders of Petrobras
Comprehensive income (loss) attributable to non-controlling interests
(*) It includes cumulative translation adjustments in associates and joint ventures.
The notes form an integral part of these financial statements.
2022
36,755
2021
19,986
2020
948
(1,583)
212
(1,371)
5,169
(1,340)
3,829
2,415
(127)
2,288
−
−
−
−
5,223
4,871
(3,432)
6,662
975
−
975
219
−
219
−
−
−
−
(3,949)
4,585
(215)
421
(1,314)
41
(1,273)
22
−
22
(2)
1
(1)
46
(21,460)
4,720
5,690
(11,050)
(5,211)
−
(5,211)
(378)
43
(335)
6,485
2,999
(14,263)
43,240
43,084
156
22,985
22,961
24
(13,315)
(13,126)
(189)
F-5
Consolidated Statements of Cash Flows
PETROBRAS
Years ended December 31, 2022, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)
Cash flows from operating activities
Net income for the year
Adjustments for:
Note
2022
2021
36,755
19,986
Pension and medical benefits - actuarial gains (expense)
Results of equity-accounted investments
Depreciation, depletion and amortization
Impairment of assets (reversals)
Inventory write-down (write-back) to net realizable value
Allowance (reversals) for credit loss on trade and other receivables
Exploratory expenditure write-offs
Disposal/write-offs of assets, remeasurement of investment retained with loss of
control and reclassification of CTA
Foreign exchange, indexation and finance charges
Income taxes
Revision and unwinding of discount on the provision for decommissioning costs
PIS and COFINS recovery - exclusion of ICMS (VAT tax) from the basis of calculation
Results from co-participation agreements in bid areas
Assumption of interest in concessions
Early termination and cash outflows revision of lease agreements
(Gains) losses with legal, administrative and arbitration proceedings, net
17
29.3
37.1
25
14
26
16.1
19
24
10
Decrease (Increase) in assets
Trade and other receivables
Inventories
Judicial deposits
Other assets
Increase (Decrease) in liabilities
Trade payables
Other taxes payable
Pension and medical benefits
Provisions for legal proceedings
Short-term benefits
Provision for decommissioning costs
Other liabilities
Income taxes paid
Net cash provided by operating activities
Cash flows from investing activities
Acquisition of PP&E and intangible assets
Investments in investees
Proceeds from disposal of assets - Divestment
Financial compensation from co-participation agreements
Divestment (Investment) in marketable securities
Dividends received
Net cash provided by (used in) investing activities
Cash flows from financing activities
Changes in non-controlling interest
Proceeds from finance debt
Repayment of principal - finance debt
Repayment of interest - finance debt
Repayment of lease liability
Dividends paid to Shareholders of Petrobras
Dividends paid to non-controlling interests
Net cash used in financing activities
Effect of exchange rate changes on cash and cash equivalents
Net change in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
The notes form an integral part of these financial statements.
24
31.3
31.3
31.3
32
F-6
1,228
(251)
13,218
1,315
11
65
691
(1,144)
4,557
16,770
745
(1)
(4,286)
−
(629)
1,362
355
(1,217)
(1,709)
(413)
(359)
(2,441)
(2,130)
(380)
(182)
(602)
(95)
(11,516)
49,717
(9,581)
(27)
4,846
7,284
(3,328)
374
(432)
63
2,880
(9,334)
(1,850)
(5,430)
(37,701)
(81)
(51,453)
(316)
(2,484)
10,480
7,996
2,098
(1,607)
11,695
(3,190)
(1)
(30)
248
(1,900)
10,795
8,239
661
(986)
(631)
(164)
(545)
740
(2,075)
(2,334)
(1,141)
(289)
1,073
2,835
(2,239)
(643)
(312)
(730)
376
(2,138)
37,791
(6,325)
(24)
4,783
2,938
4
781
2,157
(24)
1,885
(21,413)
(2,229)
(5,827)
(13,078)
(105)
(40,791)
(402)
(1,245)
11,725
10,480
2020
948
(1,001)
659
11,445
7,339
375
144
456
(456)
11,094
(1,174)
981
(3,173)
−
−
(276)
493
1
724
(945)
159
216
2,677
(1,048)
(668)
781
(482)
(47)
(332)
28,890
(5,874)
(942)
1,997
−
66
243
(4,510)
(67)
17,023
(25,727)
(3,157)
(5,880)
(1,367)
(84)
(19,259)
(773)
4,348
7,377
11,725
Consolidated Statements of Changes In Shareholders’ Equity
PETROBRAS
Years ended December 31, 2022, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)
Share capital (net
of share issuance
costs)
Accumulated other comprehensive income (deficit)
and deemed cost
Profit Reserves
Share
Capital
Share
issuance
costs
Capital reserve,
Capital
Transactions
and Treasury
shares
Cumulative
translation
adjustments
Cash flow
hedge -
highly
probable
future
exports
Actuarial
gains
(losses) on
defined
benefit
pension
plans
Other
comprehensive
income (loss)
and deemed cost
Legal Statutory
Tax
incentives
Profit
retention
Additional
dividends
proposed
Retained
earnings
(losses)
Equity
attributable to
shareholders
of Petrobras
Non-
controlling
interests
Total
consolidated
equity
Balance at January 1, 2020
107,380
Capital increase with reserves
Realization of deemed cost
Capital transactions
Net income
Other comprehensive income (loss)
Appropriations:
Transfer to reserves
Dividends
Balance at December 31, 2020
Capital increase with reserves
Capital transactions
Net income
Other comprehensive income (loss)
Appropriations:
Additional dividends proposed last year
approved this year
Transfer to reserves
Dividends
−
−
−
−
−
−
−
107,380
−
−
−
−
−
−
−
Balance at December 31, 2021
107,380
Capital transactions
Net income
Other comprehensive income (loss)
Expired unclaimed dividends
Appropriations:
Additional dividends proposed last year
approved this year
Transfer to reserves
Dividends
−
−
−
−
−
−
−
(279)
107,101
−
−
−
−
−
−
−
(279)
107,101
−
−
−
−
−
−
−
(279)
107,101
−
−
−
−
−
−
−
Balance at December 31, 2022
107,380
(279)
107,101
The notes form an integral part of these financial statements.
1,064
1,064
−
−
−
−
−
−
−
1,064
1,064
−
79
−
−
−
−
−
1,143
1,143
1
−
−
−
−
−
−
1,144
1,144
(68,721)
(13,540)
(17,322)
−
−
−
−
−
−
−
−
−
−
−
−
(5,215)
(11,050)
2,288
−
−
(73,936)
−
−
(24,590)
−
−
(15,034)
−
−
−
−
−
−
−
−
−
(1,186)
421
3,829
−
−
−
−
−
−
−
−
−
(75,122)
(24,169)
(11,205)
−
−
951
−
−
−
−
−
−
−
−
6,662
(1,371)
−
−
−
−
−
−
−
−
(886)
(100,469)
−
2
−
−
(290)
−
−
(1,174)
(114,734)
−
−
−
22
−
−
−
(1,152)
(111,648)
−
−
219
−
−
−
−
8,745
2,702
1,102
53,078
−
−
−
−
−
−
−
−
−
−
68
−
8,813
198
−
2,900
−
−
−
−
−
956
−
−
−
−
−
−
184
−
−
−
−
−
−
−
−
1,102
−
−
−
−
−
118
−
−
−
−
−
−
(226)
(878)
51,974
−
−
−
−
−
388
(312)
9,769
3,084
1,220
52,050
−
−
−
−
−
1,805
−
−
−
−
−
−
197
−
−
−
−
−
−
457
−
−
−
−
−
−
71
(9,083)
43,038
−
65,627
−
−
−
−
−
−
1,128
1,128
65,917
−
−
−
−
(1,128)
−
6,688
6,688
72,811
−
−
−
−
(6,688)
−
6,864
6,864
66,434
−
−
−
(2)
−
1,141
−
(40)
(1,099)
−
−
−
−
19,875
−
−
(1,646)
(18,229)
−
−
−
36,623
−
11
−
(2,530)
(34,104)
−
−
73,323
73,323
−
−
−
1,141
(14,267)
−
(849)
59,348
59,348
−
79
19,875
3,086
(1,128)
−
(11,853)
69,407
69,407
1
36,623
6,461
11
(6,688)
−
(36,323)
69,492
69,492
892
892
(13)
−
(81)
(193)
4
−
(81)
528
528
2
(40)
111
(87)
−
−
(109)
405
405
(146)
132
24
−
−
−
(71)
344
344
74,215
74,215
(13)
−
(81)
948
(14,263)
−
(930)
59,876
59,876
2
39
19,986
2,999
(1,128)
−
(11,962)
69,812
69,812
(145)
36,755
6,485
11
(6,688)
−
(36,394)
69,836
69,836
(74,171)
(17,507)
(12,576)
(933)
11,574
3,281
1,677
(105,187)
F-7
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
1. The Company and its operations
Petróleo Brasileiro S.A. (Petrobras), hereinafter referred to as “Petrobras” or “Company,” is a partially state-owned
enterprise, controlled by the Brazilian Federal Government, of indefinite duration, governed by the terms and
conditions under the Brazilian Corporate Law (Law 6,404 of December 15, 1976), Law 13,303 of June 30, 2016 and its
Bylaws.
Petrobras’ shares are listed on the Brazilian stock exchange (B3) in the Level 2 of Corporate Governance special listing
segment and, therefore, the Company, its shareholders, its managers and fiscal council members are subject to
provisions under its regulation (Level 2 Regulation - Regulamento de Listagem do Nível 2 de Governança Corporativa
da Brasil Bolsa Balcão – B3). The provisions of the Level 2 Regulation shall prevail over statutory provisions in the event
of harm to the rights of public offers investors provided for in the Company's Bylaws, except when otherwise
determined by other regulation.
The Company is dedicated to prospecting, drilling, refining, processing, trading and transporting crude oil from
producing onshore and offshore oil fields and from shale or other rocks, as well as oil products, natural gas and other
liquid hydrocarbons. In addition, Petrobras carries out energy related activities, such as research, development,
production, transport, distribution and trading of all forms of energy, as well as other related or similar activities.
Petrobras may perform any of the activities related to its corporate purpose, directly, through its wholly-owned
subsidiaries, controlled companies, alone or through joint ventures with third parties, in Brazil or abroad.
The economic activities linked to its business purpose shall be undertaken by the Company in free competition with
other companies according to market conditions, in compliance with the other principles and guidelines of Laws no.
9,478/97 and 14,134/21 (oil and gas regulations, respectively). However, Petrobras may have its activities, provided
they are in compliance with its corporate purpose, guided by the Brazilian Federal Government to contribute to the
public interest that justified its creation, aiming to meet national energy policy objectives when:
I – established by law or regulation, as well as under agreements provisions with a public entity that is competent to
establish such obligation, abiding with the broad publicly stated of such instruments; and
II – the cost and revenues thereof have been broken down and disseminated in a transparent manner.
In this case, the Company’s Investment Committee and Minority Shareholders Committee, exercising their advisory role
to the Board of Directors, shall assess and measure the difference between such market conditions and the operating
result or economic return of the transaction, based on technical and economic criteria for investment valuation and
specific operating costs and results under the Company's operations. In case a difference is identified, for every financial
year, the Brazilian Federal Government shall compensate the Company.
2. Basis of preparation
2.1. Statement of compliance and authorization of consolidated financial statements
These consolidated financial statements have been prepared and are being presented in accordance with the
International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
The consolidated financial statements have been prepared under the historical cost convention, except when otherwise
indicated. The significant accounting policies used in the preparation of these financial statements are set out in their
respective explanatory notes.
F-8
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The preparation of the financial statements requires the use of estimates based on assumptions and judgements, which
may affect the application of accounting policies and reported amounts of assets, liabilities, revenues and expenses.
Although our management periodically reviews these assumptions and judgments, the actual results could differ from
these estimates. For further information on accounting estimates, see note 4.
These consolidated financial statements were approved and authorized for issue by the Company’s Board of Directors
in a meeting held on March 29, 2023.
2.2. Functional and presentation currency
The functional currency of Petrobras and all of its Brazilian subsidiaries is the Brazilian Real. The functional currency of
the Petrobras direct subsidiaries that operate outside Brazil is the U.S. dollar.
Petrobras has selected the U.S. dollar as its presentation currency to facilitate a more direct comparison to other oil
and gas companies. The financial statements have been translated from the functional currency (Brazilian real) into the
presentation currency (U.S. dollar). All assets and liabilities are translated into U.S. dollars at the closing exchange rate
at the date of the financial statements; income and expenses, as well as cash flows are translated into U.S. dollars using
the average exchange rates prevailing during the period. All exchange differences arising from the translation of the
consolidated financial statements from the functional currency into the presentation currency are recognized as
cumulative translation adjustments (CTA) within accumulated other comprehensive income in the consolidated
statements of changes in shareholders’ equity.
Brazilian Real x U.S. Dollar
Dec/22 Sep/22 Jun/22 Mar/22 Dec/21 Sep/21 Jun/21 Mar/21 Dec/20 Sep/20 Jun/20 Mar/20
Quarterly average exchange rate
Period-end exchange rate
5.26
5.22
5.25
5.41
4.93
5.24
5.23
4.74
5.59
5.58
5.23
5.44
5.29
5.00
5.48
5.70
5.39
5.20
5.38
5.64
5.39
5.48
4.47
5.20
3. Significant accounting policies
To aid cohesion and comprehension, the significant accounting policies are set out at the end of each explanatory note
to which they relate.
4. Critical accounting policies: key estimates and judgments
The preparation of the consolidated financial information requires the use of estimates and judgments for certain
transactions and their impacts on assets, liabilities, income and expenses. The assumptions are based on past
transactions and other relevant information and are periodically reviewed by management, although the actual results
could differ from these estimates.
Information about areas that require significant judgment or involve a higher degree of complexity in the application
of the accounting policies and that could materially affect the Company’s financial condition and results of operations
is set out as follows.
4.1. Oil and gas reserves
Oil and gas reserves are estimated based on economic, geological and engineering information, such as well logs,
pressure data and fluid sample data. The reserves are used as the basis for calculating unit-of-production depreciation,
depletion and amortization rates, impairment testing and decommissioning costs estimates, and for projections of
highly probable future exports subject to the cash flow hedge.
Reserves estimates are revised at least annually, based on updated geological and production data of reservoirs, as well
as on changes in prices and costs used in these estimates. Revisions may also result from significant changes in the
Company’s strategy for development projects or in the production capacity.
F-9
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The Company determines its oil and gas reserves both pursuant to the U.S. Securities and Exchange Commission - SEC
and the ANP/SPE (Brazilian Agency of Petroleum, Natural Gas and Biofuels / Society of Petroleum Engineers) criteria.
The differences between the reserves estimated by ANP/SPE definitions and those estimated using SEC regulation are
mainly due to different economic assumptions and the possibility of considering as reserves the volumes expected to
be produced beyond the concession contract expiration date in fields in Brazil according to ANP reserves regulation.
According to the definitions prescribed by the SEC, proved oil and gas reserves are those quantities of oil and gas which,
by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically feasible
from a given date, from known reservoirs and under existing economic conditions, operating methods and government
regulation. Proved reserves are subdivided into developed and undeveloped reserves.
Proved developed oil and gas reserves are those that can be expected to be recovered through: (i) existing wells with
existing equipment and operating methods, or when the cost of the required equipment is relatively minor compared
to the cost of a new well; (ii) installed extraction equipment and infrastructure operational at the time of the reserves
estimate, if the extraction is by means not involving wells.
Although the Company is reasonably certain that proved reserves will be produced, the timing and amount recovered
can be affected by a sort of factors including completion of development projects, reservoir performance, regulatory
aspects and significant changes in long-term oil and gas price levels.
Detailed information on reserves is presented as unaudited supplementary information.
a) Impacts of oil and gas reserves on depreciation, depletion and amortization
Estimates of proved reserves volumes used in the calculation of depreciation, depletion and amortization rates, under
the unit-of-production method, are prepared by the Company’s technicians according to the SEC definitions. Revisions
to the Company’s proved developed and undeveloped reserves impact prospectively the amounts of depreciation,
depletion and amortization recognized in the statement of income and the carrying amounts of oil and gas properties
assets.
Therefore, considering all other variables being constant, a decrease in estimated proved reserves would increase,
prospectively, depreciation, depletion and amortization expense, while an increase in reserves would reduce
depreciation, depletion and amortization.
Note 23 provides more detailed information on depreciation, amortization and depletion.
b) Impacts of oil and gas reserves on impairment testing
The measurement of the value in use of oil and gas exploration and development assets is based on proved and
probable reserves pursuant to the ANP/SPE definitions. Note 25 provides further information on impairment testing.
c) Impacts of oil and gas reserves on decommissioning costs estimates
The timing of abandonment and dismantling areas is based on the length of reserves depletion, in accordance with
ANP/SPE definitions. Therefore, the review of the timing of reserves depletion may impact the provision for
decommissioning cost estimates. Note 4.5 provides further information on other assumptions used in estimating the
provision for decommissioning costs.
d) Impacts of oil and gas reserves on highly probable future exports subject to cash flow hedge accounting
The Company estimates highly probable future exports in accordance with future exports forecasted in the current
Strategic Plan projections and based on short-term estimates on a monthly basis. Changes in the expected oil and gas
production may affect future exports forecasts and, consequently, hedge relationship designations may also be
impacted.
F-10
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
4.2. Impairment testing
4.2.1. Main assumptions for impairment testing
Impairment testing involves uncertainties mainly related to its key assumptions: average Brent prices and Brazilian
Real/U.S. dollar average exchange rate. These assumptions are relevant to virtually all of the Company’s operating
segments and a significant number of interdependent variables are derived from these key assumptions and there is a
high degree of complexity in their application in determining value in use for impairment tests.
The markets for crude oil and natural gas have a history of significant price volatility and although prices can drop or
increase precipitously, industry prices over the long term tends to continue being driven by market supply and demand
fundamentals.
Projections relating to the key assumptions are derived from the Strategic Plan and are consistent with market
evidence, such as independent macro-economic forecasts, industry analysts and experts. Back testing analysis and
feedback process in order to continually improve forecast techniques are also performed.
The Company’s oil price forecast model is based on a nonlinear relationship between variables reflecting market supply
and demand fundamentals. This model also takes into account other relevant factors, such as the effects of the
Organization of the Petroleum Exporting Countries (OPEC) decisions on the oil market, industry costs, idle capacity, the
oil and gas production forecasted by specialized firms, and the relationship between the oil price and the U.S. dollar
exchange rate.
The Real/U.S. dollar exchange rate projections are based on econometric models that consider long-term assumptions
involving observable inputs, such as country risk, commodity prices, interest rates and the value of the U.S. Dollar
relative to a basket of foreign currencies (U.S. Dollar Index – USDX).
Changes in the economic environment may result in changing assumptions and, consequently, the recognition of
impairment losses or reversals on certain assets or cash generating units - CGUs. For example, the Company’s sales
revenues and refining margins are directly impacted by Brent price variations, as well as Brazilian Real/U.S. dollar
exchange rate variations, which also impacts our capital and operating expenditures.
Changes in the economic and political environment may also result in higher country risk projections that would increase
discount rates for impairment testing.
Reductions in future oil and natural gas price scenarios resulting from structural changes, adverse effects arising from
significant changes in reserve volumes, production curve expectations, lifting costs or discount rates, as well as capital
expenditure decisions that result in the postponement or termination of projects, could trigger the need for impairment
assessment.
The recoverable amount of certain assets may not substantially exceed their carrying amounts and, therefore, it is
reasonably possible that outcomes in future periods that are different from the current assumptions may result in the
recognition of additional impairment losses on these assets, as described in note 25.
4.2.2. Identifying cash-generating units for impairment testing
Identifying cash-generating units (CGUs) requires management assumptions and judgment, based on the Company’s
business and management model.
Changes in CGUs resulting from the review of investment, strategic or operational factors, may result in changes in the
interdependencies of assets and, consequently, alter the aggregation or breakdown of assets that were part of certain
CGUs, which may influence their ability to generate cash and cause additional losses or reversals in the recovery of such
assets. If the approval for the sale of a CGU’s component occurs between the reporting date and the date of the issuance
of the consolidated financial statements, the Company reassesses whether the value in use of this component,
F-11
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
estimated with the information existing at the reporting date, reasonably represents its fair value, net of disposal
expenses. Such information must include evidence of the stage at which management was committed to the sale of the
CGU’s component.
The primary considerations in identifying the CGUs are set out below:
a) Exploration and Production CGUs:
i) Crude oil and natural gas producing properties CGUs: comprises exploration and development assets related to crude
oil and natural gas fields and groups of fields in Brazil and abroad. At December 31, 2022, Exploration and Production
CGUs in Brazil had 37 fields and 15 groups of fields. Changes in the aggregation of CGUs occurred in 2022 are presented
as follows:
•
•
North group of fields: exclusion of platforms P-18, P-19, P-20, P-35 and P-47 from this CGU, due to
management's decision to sell and definitively cease the operations of these platforms in the Marlim field. Each
of these platforms is now assessed for impairment separately; and
Oil and gas fields and groups of fields: exclusion of Alto Rodrigues, Canto do Amaro, Barrinha, Benfica, CMR and
Fazenda Alegra groups of fields, as well as several other fields, mainly in the states of Bahia, Rio Grande do Norte
and Ceará (31 concessions in total), due to their divestment processes. Right after the signature of the
agreements for the sale of these concessions, the corresponding assets were transferred to assets classified as
held for sale (see note 30.1).
ii) Equipment not related to oil and gas producing properties: drilling rigs which are not part of any CGU and are assessed
for impairment separately, as well as platforms that stopped operating. In 2022, 14 drilling rigs were sold and the
corresponding CGUs have been excluded.
b) Refining, transportation and marketing CGUs:
i) Downstream CGU: comprises refineries and associated assets, terminals and pipelines, as well as logistics assets
operated by Transpetro, with a combined and centralized operation of such assets in Brazil. These assets are managed
with a common goal of serving the market at the lowest overall cost, preserving the strategic value of the whole set of
assets in the long term. The operational planning is made in a centralized manner and these assets are not managed,
measured or evaluated by their individual results. Refineries do not have autonomy to choose the oil to be processed,
the mix of oil products to produce, the markets in which these products will be traded, which amounts will be exported,
which intermediaries will be received and to decide the sale prices of oil products. Operational decisions are analyzed
through an integrated model of operational planning for market supply, considering all the options for production,
imports, exports, logistics and inventories, seeking to maximize the Company’s global performance. The decision on
new investments is not based on the profitability of the project where the asset will be installed, but on the additional
result for the CGU as a whole. The model that supports the entire planning, used in technical and economic feasibility
studies of new investments in refining and logistics, seeks to allocate a certain type of oil, or a mix of oil products, define
market supply (area of influence), aiming at achieving the best integrated results. Pipelines and terminals are a
complementary and interdependent portion of the refining assets, required to supply the market.
In 2022, management approved the sale of LUBNOR and Potiguar Clara Camarão refineries from this CGU, whose assets
were excluded from this CGU and its assets are classified as held for sale as of December 31, 2022 (see note 30.1).
ii) CGU Itaboraí Utilities: composed of assets that will support the natural gas processing plant (UPGN) of the route 3
integrated project;
iii) CGU GasLub: set of assets that remain in hibernation and are being evaluated for use in other projects.
iv) CGU Second Refining Unit of RNEST: comprises assets of the second refining unit of Abreu e Lima refinery;
F-12
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
v) Transportation CGU: comprises assets relating to Transpetro’s fleet of vessels;
vi) Hidrovia CGU: comprises the fleet of vessels under construction of the Hidrovia project (transportation of ethanol
along the Tietê River); and
vii) Other operations abroad defined as the smallest group of assets that generates independent cash flows.
c) Gas & Power CGUs:
i) CGU Integrated Processing System: set of assets formed by natural gas processing plants in Itaboraí, Cabiúnas and
Caraguatatuba, grouped together due to the contractual characteristics of the Integrated Processing System and the
Integrated Transportation System;
ii) CGUs of Natural Gas Processing Plants: each remaining natural gas processing plant represents a separate CGU. In
2022, management approved the sale of Guamaré natural gas processing plant, and its assets were transferred to
assets classified as held for sale (note 30.1);
iii) CGU nitrogen fertilizer plants: formed by hibernated nitrogen fertilizer plants;
iv) CGU Power: comprises the thermoelectric power generation plants (UTEs). The operation and trade of energy of this
CGU are carried out and coordinated in an integrated manner. The economic results of each of the plants in the
integrated portfolio are highly dependent on each other, due to operational optimization aimed at maximizing the
overall result.
v) Other CGUs: operations abroad defined as the smallest group of assets that generates largely independent cash
flows.
In 2022, management approved the lease of the Termocamaçari thermoelectric power plant, hence it is no more a cash-
generating unit due to the reclassification of this operation to accounts receivable.
d) Biofuels business CGUs:
i) Biodiesel CGU: an integrated unit of biodiesel plants defined based on the production planning and operation process,
that takes into consideration domestic market conditions, the production capacity of each plant, as well as the results
of biofuels auctions and raw materials supply.
ii) Quixadá CGU: comprises the assets of Quixadá Biofuel Plant.
Further information on impairment testing is set out in note 25.
4.3. Pension plan and other post-employment benefits
The actuarial obligations and net expenses related to defined benefit pension and health care post-employment plans
are computed based on several financial and demographic assumptions, of which the most significant are:
• Discount rate: comprises the projected future inflation in addition to an equivalent discounted interest rate
that matches the duration of the pension and health care obligations with the future yield curve of long-term
Brazilian Government Bonds; and
• Medical costs: comprise the projected growth rates based on per capita health care benefits paid over the last
five years, which are used as a basis for projections, converged to the general price inflation index within 30
years.
These and other estimates are reviewed at least annually and may differ materially from actual results due to changing
market and financial conditions, as well as actual results of actuarial assumptions.
F-13
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The sensitivity analysis of discount rates and changes in medical costs as well as additional information about actuarial
assumptions are set out in note 17.
4.4. Estimates related to contingencies and legal proceedings
The Company is defendant in arbitrations and in legal and administrative proceedings involving civil, tax, labor and
environmental issues arising from the normal course of its business and makes use of estimates to recognize the
amounts and the probability of outflow of resources, based on reports and technical assessments from legal advisors
and on management’s assessment.
These estimates are performed individually, or aggregated if there are cases with similar characteristics, primarily
considering factors such as assessment of the plaintiff’s demands, consistency of the existing evidence, jurisprudence
on similar cases and doctrine on the subject. Specifically for lawsuits by outsourced employees, the Company estimates
the expected loss based on a statistical procedure, due to the number of actions with similar characteristics.
Arbitral, legal and administrative decisions against the Company, new jurisprudence and changes of existing evidence
can result in changes on the probability of outflow of resources and on the estimated amounts, according to the
assessment of the legal basis.
Note 18 provides further detailed information about contingencies and legal proceedings.
4.5. Decommissioning costs estimates
The Company has legal and constructive obligations to remove equipment and restore onshore and offshore areas at
the end of operations. Its most significant asset removal obligations relate to offshore areas. Estimates of costs for
future environmental cleanup and remediation activities are based on current information about costs and expected
plans for remediation. These obligations are recognized at present value, using a risk-free discount rate, adjusted to
the Company's credit risk. Due to the long term until the abandonment, changes in the discount rate can cause
significant variations in the recognized amount.
These estimates require performing complex calculations that involve significant judgment since: i) the obligations are
long-term; ii) the contracts and regulations contain subjective definitions of the removal and remediation practices and
criteria involved when the events actually occur; and iii) asset removal technologies and costs are constantly changing,
along with regulations, environmental, safety and public relations considerations.
The Company conducts studies to incorporate technologies and procedures to optimize the process of abandonment,
considering industry best practices. However, the timing and amounts of future cash flows are subject to significant
uncertainty.
Note 19 provides further detailed information about the decommissioning provisions.
4.6. Deferred income taxes
The recognition of deferred taxes involves significant estimates and judgments by the Company. Deferred tax assets
are recognized to the extent that it is probable that taxable profit will be available against which a deductible temporary
difference can be utilized or it is probable that the entity will have sufficient taxable profit in future periods. In
evaluating whether it will have sufficient taxable profit in future periods to support the recognition of deferred tax
assets, the Company uses future projections and estimates based on its Strategic Plan, which is approved by the Board
of Directors annually. Future taxable profits projections are mainly based on the following assumptions: i) Brent crude
oil prices; ii) foreign exchange rates; and iii) the Company’s projected net finance expenses (income).
Changes in deferred tax assets and liabilities are presented in note 16.1.
F-14
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
4.7. Cash flow hedge accounting involving the Company’s future exports
The Company determines its future exports as “highly probable future exports” based on its current Strategic Plan and,
based on short-term estimates on a monthly basis. The highly probable future exports are determined by a percentage
of projected exports revenue, taking into account the Company’s operational and capital expenditure optimization
model, limited to a threshold based on a historical percentage of the oil production that is usually sold abroad. For the
long-term, future exports forecasts are reviewed whenever the Company reviews its Strategic Plan assumptions, while
for the short-term it is reviewed monthly. The approach for determining exports as highly probable future exports is
reviewed annually, at least.
See note 34 for more detailed information about cash flow hedge accounting and a sensitivity analysis of the cash flow
hedge involving future exports.
4.8. Write-off – overpayments incorrectly capitalized
As described in note 21, in the third quarter of 2014, the Company developed an estimation methodology and wrote off
US$2,527 of improperly capitalized costs representing the estimated amounts that Petrobras had overpaid for the
acquisition of property, plant and equipment.
The Company has continuously monitored the results of the Lava Jato investigation and the availability of other
information related to the scheme of improper payments. In preparing the financial statements for the year ended
December 31, 2022, the Company has not identified any additional information that would affect the adopted
calculation methodology and consequently require additional write-offs.
4.9. Expected credit losses on financial assets
Expected credit losses on financial assets are based on assumptions relating to risk of default, the determination of
whether or not there has been a significant increase in credit risk and expectation of recovery, among others. The
Company uses judgment for such assumptions in addition to information from credit rating agencies and inputs based
on collection delays.
4.10. Leases
The Company uses incremental borrowing rates to determine the present value of the lease payments, when the
interest rate implicit in the lease cannot be readily determined. These incremental borrowing rates are determined
mainly based on the Company’s cost of funding based on yields of bonds issued by the Company, adjusted by currency
and duration of cash outflows of the lease arrangements, economic environment of the country where the lessee
operates and similar collateral.
4.11. Uncertainty over Income Tax Treatments
Uncertainties over income tax treatments represent the risks that the tax authority does not accept a certain tax
treatment applied by the Company, mainly related to different interpretations of deductions and additions to the IRPJ
and CSLL calculation basis. The Company evaluates each uncertain tax treatment separately or in a group where there
is interdependence in relation to the expected result.
The Company estimates the probability of acceptance of an uncertain tax treatment by the tax authority based on
technical assessments by its legal advisors, considering precedent jurisprudence applicable to current tax legislation,
which may be impacted mainly by changes in tax rules or court decisions which may affect the analysis of the
fundamentals of uncertainty. The tax risks identified are evaluated following a pre-determined tax risk management
methodology.
F-15
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
If it is probable that the tax authorities will accept an uncertain tax treatment, the amounts recorded in the financial
statements are consistent with the tax records and, therefore, no uncertainty is reflected in the measurement of current
or deferred income taxes. If it is not probable that the tax authorities will accept an uncertain tax treatment, the
uncertainty is reflected in the measurement of income taxes in the financial statements.
Information on uncertainty over income tax treatments is disclosed in Note 16.1.
5. New standards and interpretations
5.1. New International Financial Reporting Standards not yet adopted
Standard
IFRS 17 – Insurance
Contracts (and
Amendments)
Disclosure of Accounting
Policies – Amendments to
IAS
and Practice
1
Statement 2
Definition of Accounting
Estimates – Amendments
to IAS 8
Deferred Tax related to
Assets and Liabilities
from a Single
arising
Transaction
–
Amendments to IAS 12
Lease Liability in a Sale
and
-
Amendments to IFRS 16
Leaseback
Classification
of
Liabilities as Current or
Non-current /
Non-current
with
Amendments to IAS 1
Liabilities
Covenants-
Description
IFRS 4 – Insurance Contracts will be superseded by IFRS 17, which establishes, among
other things, the requirements to be applied, by issuers of insurance and reinsurance
contracts within the scope of the standard, and for reinsurance contracts held, in the
recognition, measurement, presentation and disclosure of insurance and reinsurance
contracts.
In place of the requirement to disclose significant accounting policies, the
amendments to IAS 1 - Presentation of Financial Statements establish that
accounting policies must be disclosed when they are material. Among other things,
the amendment provides guidance for determining such materiality.
According to the amendments to IAS 8, the definition of “change in accounting
estimate” no longer exists. Instead, a definition was established for the term
“accounting estimates”: monetary values in the financial statements that are subject
to measurement uncertainty.
The amendments have reduced the scope of the exemption from recognition of
deferred tax assets and deferred tax liabilities described in paragraphs 15 and 24 of
IAS 12 - Income Taxes, so that it no longer applies to transactions that, among other
items, on initial recognition, give rise to equal taxable and deductible temporary
differences.
The amendments add requirements that specify that the seller-lessee must
subsequently measure the lease liability arising from the transfer of an asset - which
meets the requirements of IFRS 15 to be accounted for as a sale - and sale and
leaseback, so that no gain or loss is recognized related to the right of use retained in
the transaction.
The amendments establish that the liability should be classified as current when the
entity does not have the right, at the end of the reporting period, to defer the
settlement of the liability for at least twelve months after the reporting period.
Among other guidelines, the amendments provide that the classification of a liability
is not affected by the likelihood of exercising the right to defer the settlement of the
liability. Additionally, according to the amendments, only covenants whose
compliance is mandatory before or at the end of the reporting period should affect
the classification of a liability as current or non-current.
Additional disclosures are also required by the amendments, including information
on non-current liabilities with restrictive clauses.
Effective on
January 1, 2023,
retrospective
application with
specific rules.
January 1, 2023,
prospective
application to
amendments to IAS
1.
January 1, 2023,
prospective
application.
January 1, 2023,
retrospective
application with
specific rules.
January 1, 2024,
retrospective
application.
January 1, 2024,
retrospective
application.
Regarding the amendments effective as of January 1, 2023, according to the assessment made, the Company estimates
that there will be no significant impact with the initial application on its consolidated financial statements.
As for the amendments that will be effective as of January 1, 2024, the Company is assessing the impacts that they will
have on the financial statements and is unable to make a reasonable estimation of these impacts at this stage.
6. Capital Management
The Company’s objective in its capital management is to maintain its capital structure in adequate level in order to
continue as a going concern, maximizing value to shareholders and investors. Its main source of funding has been cash
provided by its operating activities.
F-16
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The financial strategy of the 2023-2027 Strategic Plan is based on preserving financial strength, selecting projects with
both financial and environmental resilience, focusing on value creation.
As the Company's goal of reducing gross debt (composed of current and non-current finance debt and lease liability)
to US$ 60 billion by 2022 was achieved 15 months in advance, the gross debt target defined in 2023-2027 Strategic Plan
is to be maintained in the range between US$ 50,000 and US$ 65,000.
During 2022, through the Company’s liability management, the maturity of outstanding finance debt is concentrated
from 2027 onwards, which represents 56% of the total. Such factors, combined with the policy for oil products in line
with the international market, allowed, in accordance with the Shareholders Dividends Policy, the distribution of greater
remuneration to shareholders, without compromising the Company's financial sustainability.
As of December 31, 2022, gross debt decreased to US$ 53,799, from US$ US$ 58,743 as of December 31, 2021,
maintained in the range defined in the current Strategic Plan.
7. Cash and cash equivalents and Marketable securities
7.1. Cash and cash equivalents
They include cash, available bank deposits and short-term financial investments with high liquidity, which meet the
definition of cash equivalents.
Cash at bank and in hand
Short-term financial investments
- In Brazil
Brazilian interbank deposit rate investment funds and other short-term deposits
Other investment funds
- Abroad
Time deposits
Automatic investing accounts and interest checking accounts
Other financial investments
Total short-term financial investments
Total cash and cash equivalents
12.31.2022
216
12.31.2021
299
2,763
244
3,007
2,388
2,365
20
4,773
7,780
7,996
1,951
163
2,114
4,310
3,732
12
8,054
10,168
10,467
Short-term financial investments in Brazil primarily consist of investments in funds holding Brazilian Federal
Government Bonds that can be redeemed immediately, as well as reverse repurchase agreements that mature within
three months as of the date of their acquisition. Short-term financial investments abroad comprise time deposits that
mature in three months or less from the date of their acquisition, highly-liquid automatic investment accounts, interest
checking accounts and other short-term fixed income instruments.
The main use of these funds in the year ended December 31, 2022 were for payment of dividends of US$ 37,782,
repayment of principal and interests related to finance debt and repayment of lease liability, amounting US$ 16,614, as
well as for acquisition of PP&E and intangible assets in the amount of US$ 9,581.
The main resources constituted were substantially provided by cash provided by operating activities of US$ 49,717,
financial compensation from co-participation agreements of US$ 7,284, proceeds from disposal of assets - divestment
of US$ 4,846 and proceeds from finance debt of US$ 2,880.
Accounting policy for cash and cash equivalents
Cash and cash equivalents comprise cash on hand, term deposits with banks and short-term highly-liquid financial
investments that are readily convertible to known amounts of cash, are subject to insignificant risk of changes in value
and have a maturity of three months or less from the date of acquisition.
F-17
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
7.2. Marketable securities
Fair value through profit or loss
Amortized cost - Bank Deposit Certificates and time deposits
Amortized cost - Others
Total
Current
Non-current
12.31.2022
12.31.2021
In Brazil
713
2,548
50
3,311
1,747
1,564
Abroad
−
1,026
−
1,026
1,026
−
Total
713
3,574
50
4,337
2,773
1,564
In Brazil
650
−
Abroad
−
−
44
694
650
44
−
−
−
−
Total
650
−
44
694
650
44
Marketable securities classified as fair value through profit or loss refer mainly to investments in Brazilian Federal
Government Bonds (amounts determined by level 1 of the fair value hierarchy). These financial investments have
maturities of more than three months.
Securities classified as amortized cost refer to investments in Brazil in post-fixed Bank Deposit Certificates with daily
liquidity, with maturities between one and two years, and to investments abroad in time deposits with maturities of
more than three months from the contracting date.
Accounting policy for marketable securities
The amounts invested in operations with terms of more than three months, as from the date of the agreement, are
initially measured at fair value and subsequently according to their respective classifications, which are based on the
way in which these funds are managed and their features of contractual cash flows:
•
•
Amortized cost – financial assets that give rise, on specified dates, to cash flows represented exclusively by
payments of principal and interest on the outstanding principal amount, the purpose of which is to receive its
contractual cash flows. They are presented in current and in non-current asset according to their maturity term.
Interest income from these investments is calculated using the effective interest rate method.
Fair value through profit or loss – financial assets whose purpose is to receive for sale. They are presented in
current asset due to the expectation of realization.
8.
Sales revenues
8.1. Revenues from contracts with customers
As an integrated energy company, revenues from contracts with customers derive from different products sold by the
Company’s operating segments, taking into consideration specific characteristics of the markets where they operate.
For additional information about the operating segments of the Company, its activities and its respective products sold,
see note 12.
The determination of transaction prices derives from methodologies and policies based on the parameters of these
markets, reflecting operating risks, level of market share, changes in exchange rates and international commodity
prices, including Brent oil prices, oil products such as diesel and gasoline, and the Henry Hub Index.
F-18
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
8.2. Net sales revenues
Diesel
Gasoline
Liquefied petroleum gas
Jet fuel
Naphtha
Fuel oil (including bunker fuel)
Other oil products
Subtotal oil products
Natural gas
Oil
Renewables and nitrogen products
Breakage
Electricity
Services, agency and others
Domestic market
Exports
Oil
Fuel oil (including bunker fuel)
Other oil products
Sales abroad (*)
Foreign market
Sales revenues
(*) Sales revenues from operations outside of Brazil, including trading and excluding exports.
Domestic market
Americas (except United States)
China
Europe
United States
Singapore
Asia (except China and Singapore)
Others
Foreign market
Sales revenues
2022
40,149
16,175
5,121
5,423
2,396
1,411
5,536
76,211
7,673
7,719
283
669
694
1,043
94,292
27,497
19,332
7,399
766
2,685
30,182
124,474
2022
94,292
7,166
6,389
5,932
4,914
4,271
1,505
5
30,182
124,474
2021
24,236
11,910
4,491
2,271
1,699
1,775
4,261
50,643
5,884
671
40
243
2,902
808
61,191
21,491
14,942
5,480
1,069
1,284
22,775
83,966
2021
61,191
4,702
7,053
3,110
2,162
3,913
1,671
164
22,775
83,966
2020
13,924
6,313
3,383
1,455
1,694
795
2,712
30,276
3,649
48
59
438
1,109
755
36,334
15,945
11,720
3,525
700
1,404
17,349
53,683
2020
36,334
3,419
7,703
1,853
1,193
2,415
746
20
17,349
53,683
In the year ended December 31, 2022, sales to two clients of the refining, transportation and marketing segment
represented individually 15% and 11% of the Company’s sales revenues. In the years ended December 31, 2021 and
2020, one client of the same segment represented more than 10% of the Company’s sales revenues.
8.3. Remaining performance obligations
The Company is party to sales contracts signed until December 31, 2022 with original expected duration of more than 1
year, which define the volume and timing of goods or services to be delivered during the term of the contract, and the
payment terms for these future sales.
The estimated remaining values of these contracts at the year ended December 31, 2022 presented below are based on
the contractually agreed future sales volumes, as well as prices prevailing at December 31, 2022 or practiced in recent
sales reflecting more directly observable information:
F-19
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Domestic market
Gasoline
Diesel
Natural gas
Services and others
Naphtha
Electricity
Other oil products
Jet fuel
Foreign market
Exports
Total
Expected
recognition
within 1 year
Expected
recognition after
1 year
10,495
31,175
15,643
7,867
1,946
658
30
5,868
2,961
76,643
-
-
14,636
4,573
4,211
6,352
-
-
-
8,761
38,533
Total
10,495
31,175
30,279
12,440
6,157
7,010
30
5,868
11,722
115,176
Revenues will be recognized once goods are transferred and services are provided to the customers and their
measurement and timing of recognition will be subject to future demands, changes in commodities prices, exchange
rates and other market factors.
The table above does not include information on contracts with original expected duration of less than one year, such
as spot-market contracts, variable considerations which are constrained, and information on contracts only
establishing general terms and conditions (Master Agreements), for which volumes and prices will only be defined in
subsequent contracts.
In addition, electricity sales are mainly driven by demands to generate electricity from thermoelectric power plants, as
and when requested by the Brazilian National Electric System Operator (ONS). These requests are substantially affected
by Brazilian hydrological conditions. Thus, the table above presents mainly fixed amounts for the electricity to be
available to customers in these operations.
8.4. Contract liabilities
The balance of contract liabilities carried on the statement of financial position at the year ended December 31, 2022
amounted to US$ 48 (US$ 19 as of the year ended December 31, 2021). This amount is classified as other current
liabilities and primarily comprises advances from customers in ship and take or pay contracts to be recognized as
revenue based on future sales of natural gas or following the non-exercise of the right by the customer.
Accounting policy for revenues
The Company evaluates contracts with customers for the sale of oil and oil products, natural gas, electricity, services
and other products, which will be subject to revenue recognition, and identifies the distinct goods and services promised
in each of them.
Sales revenues are recognized when control is transferred to the client, which usually occurs upon delivery of the
product or when the service is provided. At this moment, the company satisfies the performance obligation.
Performance obligations are considered to be promises to transfer to the client: (i) good or service (or group of goods
or services) that is distinct; and (ii) a series of distinct goods or services that have the same characteristics or are
substantially the same and that have the same pattern of transfer to the client.
Revenue is measured based on the amount of consideration to which the Company expects to be entitled in exchange
for transfers of promised goods or services to the customer, excluding amounts collected on behalf of third parties.
Transaction prices are based on contractually stated prices, which reflect the Company's pricing methodologies and
policies based on market parameters.
Invoicing occurs in periods very close to deliveries and rendering of services, therefore, significant changes in
transaction prices are not expected to be recognized in revenues for periods subsequent to satisfaction of the
F-20
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
performance obligation, except for some exports in which final price formation occurs after the transfer of control of
the products and are subject to the variation in the value of the commodity.
Sales are carried out in short terms of receipt, thus there are no significant financing components.
9. Costs and expenses by nature
9.1. Cost of sales
Raw material, products for resale, materials and third-party services (*)
Depreciation, depletion and amortization
Production taxes
Employee compensation
Total
(*) It Includes short-term leases and inventory turnover.
9.2. Selling expenses
Materials, third-party services, freight, rent and other related costs
Depreciation, depletion and amortization
Allowance for expected credit losses
Employee compensation
Total
9.3. General and administrative expenses
Employee compensation
Materials, third-party services, rent and other related costs
Depreciation, depletion and amortization
Total
2022
(32,354)
(10,514)
(14,953)
(1,665)
(59,486)
2022
(3,987)
(789)
(58)
(97)
(4,931)
2022
(865)
(362)
(105)
2021
(20,869)
(9,277)
(11,136)
(1,882)
(43,164)
2021
(3,542)
(610)
12
(89)
(4,229)
2021
(834)
(256)
(86)
(1,332)
(1,176)
2020
(12,699)
(8,847)
(5,920)
(1,729)
(29,195)
2020
(4,163)
(564)
2
(159)
(4,884)
2020
(749)
(252)
(89)
(1,090)
F-21
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
10. Other income and expenses
Unscheduled stoppages and pre-operating expenses
Losses with legal, administrative and arbitration proceedings
Pension and medical benefits - retirees (*)
Performance award program
Losses with commodities derivatives
Gains (losses) on decommissioning of returned/abandoned areas
Operating expenses with thermoelectric power plants
Profit sharing
Institutional relations and cultural projects
Health, safety and environment
Transfer of rights on concession agreements
Recovery of taxes (**)
Amounts recovered from Lava Jato investigation
Results of non-core activities
Fines imposed on suppliers
Government grants
Early termination and changes to cash flow estimates of leases
Reimbursements from E&P partnership operations
Results on disposal/write-offs of assets and on remeasurement of investment retained
with loss of control
499
-
Results from co-participation agreements in bid areas (***)
(363)
Others
Total
998
(*) In 2022, it includes US$ 67 referring to the payment of a contribution as provided for in the Pre-70 Term of Financial Commitment (TFC) for the administrative funding
of the PPSP-R pre-70 and PPSP-NR pre-70 plans.
1,144
4,286
(248)
1,822
1,941
631
(189)
653
2020
(1,441)
(493)
889
(439)
(308)
(342)
(133)
(7)
(83)
(75)
84
1,580
155
182
95
10
276
912
2022
(1,834)
(1,362)
(1,015)
(547)
(256)
(225)
(150)
(131)
(103)
(80)
-
68
96
168
228
471
629
683
2021
(1,362)
(740)
(1,467)
(469)
(79)
99
(88)
(125)
(96)
(79)
363
561
235
170
163
154
545
485
(**) In 2021 and 2020, it includes the effects of the exclusion of ICMS (VAT tax) from the basis of calculation of sales taxes PIS and COFINS, except for the effects of
inflation indexation.
(***) For 2022, it mainly refers to the gain related to the agreement of Atapu and Sépia fields (see note 24.3). For 2021, it refers to the agreement of Buzios field.
11. Net finance income (expense)
Finance income
Income from investments and marketable securities (Government Bonds)
Other income, net
Finance expenses
Interest on finance debt
Unwinding of discount on lease liabilities
Discount and premium on repurchase of debt securities
Capitalized borrowing costs
Unwinding of discount on the provision for decommissioning costs
Other finance expenses , net
Foreign exchange gains (losses) and indexation charges
Foreign exchange gains (losses) (*)
Reclassification of hedge accounting to the Statement of Income (*)
Monetary restatement of dividends and dividends payable (**)
Recoverable taxes inflation indexation income (***)
Other foreign exchange gains (losses) and indexation charges, net
Total
(*) For more information, see notes 34.3a and 34.3c.
2022
1,832
1,159
673
(3,500)
(2,363)
(1,340)
(121)
1,032
(519)
(189)
(2,172)
1,022
(4,871)
994
86
597
(3,840)
2021
821
315
506
(5,150)
(2,870)
(1,220)
(1,102)
976
(761)
(173)
(6,637)
(2,737)
(4,585)
108
518
59
(10,966)
2020
551
202
349
(6,004)
(3,595)
(1,322)
(1,157)
941
(638)
(233)
(4,177)
(1,363)
(4,720)
(15)
1,807
114
(9,630)
(**) In 2022, it refers to the income on the monetary restatement of paid anticipated dividends, in the amount of US$ 1,293 (US$ 121 in 2021), and to the expense on the
indexation charges on dividends payable, in the amount of US$ 299 (US$ 13 in 2021 and US$ 15 in 2020).
(***) In 2021, it includes inflation indexation income related to the exclusion of ICMS (VAT tax) from the basis of calculation of PIS and COFINS.
F-22
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
12.
Information by operating segment
During 2022, Petrobras implemented changes to its financial reporting system, according to the metric approved by
the Executive Board. These changes did not change the allocation of Petrobras' reportable operating segments (E&P,
RT&M and G&P). However, the measurement of certain components of the operating segments and of Corporate and
other businesses was changed as following:
• trade and other receivables, recoverable income taxes and other recoverable taxes, previously allocated to
operating segments, are now presented in Corporate and other businesses. Expected credit losses are also now also
presented in Corporate and other businesses;
•
losses with commodity derivatives (within other income and expenses, net), previously presented in Corporate and
other businesses, are now presented in operating segments;
• general and administrative expenses related to logistics and fuel sales, previously presented in Corporate and other
businesses, are now disclosed in the RT&M segment.
This information reflects the Company's current management model and is used by the Board of Executive Officers
(Chief Operating Decision Maker - CODM) to make decisions regarding resource allocation and performance evaluation.
In this context, the information by operating segment for 2021 and 2020 has been restated for comparison purposes,
as follows:
Consolidated Statement of Income by operating segment - 2021 Reclassified
Net income (loss) for the year disclosed in 2021
Changes in the measurement
Net income (loss) for the year reclassified - 2021
Exploration
and
Production
(E&P)
Refining,
Transportation
& Marketing
(RT&M)
23,350
(29)
23,321
5,746
(121)
5,625
Consolidated Statement of Income by operating segment - 2020 Reclassified
Net income (loss) for the year disclosed in 2020
Changes in the measurement
Net income (loss) for the year reclassified - 2020
Exploration
and
Production
(E&P)
Refining,
Transportation
& Marketing
(RT&M)
4,471
40
4,511
77
64
141
Consolidated assets by operating segment - 2021 Reclassified
Consolidated assets disclosed - 12.31.2021
Changes in the measurement
Consolidated assets reclassified - 12.31.2021
Exploration
and
Production
(E&P)
Refining,
Transportation
& Marketing
(RT&M)
113,146
(3,671)
109,475
34,388
(3,782)
30,606
Gas
&
Power
(G&P)
(109)
(13)
(122)
Gas
&
Power
(G&P)
894
2
896
Gas
&
Power
(G&P)
10,589
(2,809)
7,780
Corporate
and other
businesses
Total
Eliminations
(7,291)
(1,710)
19,986
163
−
−
(7,128)
(1,710)
19,986
Corporate
and other
businesses
(4,898)
(106)
(5,004)
Eliminations
404
−
404
Corporate
and other
businesses
Eliminations
Total
948
−
948
Total
21,898
9,020
30,918
(5,673)
174,348
1,242
−
(4,431)
174,348
F-23
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
12.1. Net income by operating segment
Consolidated Statement of Income by operating segment
Sales revenues
Intersegments
Third parties
Cost of sales
Gross profit (loss)
Income (expenses)
Selling expenses
General and administrative expenses
Exploration costs
Research and development expenses
Other taxes
Impairment (losses) reversals
Other income and expenses, net
Income (loss) before net finance income (expense),
results of equity-accounted investments and income
taxes
Net finance expense
Results of equity-accounted investments
Net income / (loss) before income taxes
Income taxes
Net income (loss) for the year
Attributable to:
Shareholders of Petrobras
Non-controlling interests
Exploration
and
Production
(E&P)
77,890
76,579
1,311
(30,465)
47,425
907
(22)
(46)
(887)
(678)
(79)
(1,218)
3,837
Refining,
Transportation
& Marketing
(RT&M)
113,531
1,950
111,581
(99,154)
14,377
(3,132)
(1,841)
(275)
-
(6)
(31)
(97)
(882)
48,332
-
170
48,502
(16,433)
32,069
32,073
(4)
11,245
-
3
11,248
(3,822)
7,426
7,426
-
Gas
&
Power
(G&P)
15,068
3,991
11,077
(10,518)
4,550
(2,965)
(2,979)
(62)
-
(5)
(44)
1
124
1,585
-
83
1,668
(540)
1,128
1,038
90
Corporate
and other
businesses
511
6
505
(522)
(11)
(2,671)
(76)
(949)
-
(103)
(285)
(1)
(1,257)
(2,682)
(3,840)
(5)
(6,527)
3,559
(2,968)
(3,014)
46
2022
Total
124,474
−
124,474
(59,486)
64,988
(7,874)
(4,931)
(1,332)
(887)
(792)
(439)
(1,315)
1,822
57,114
(3,840)
251
53,525
(16,770)
36,755
Eliminations
(82,526)
(82,526)
-
81,173
(1,353)
(13)
(13)
-
-
-
-
-
-
(1,366)
-
-
(1,366)
466
(900)
(900)
-
36,623
132
F-24
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Sales revenues
Intersegments
Third parties
Cost of sales
Gross profit (loss)
Income (expenses)
Selling expenses
General and administrative expenses
Exploration costs
Research and development expenses
Other taxes
Impairment (losses) reversals
Other income and expenses, net
Income (loss) before net finance income (expense),
results of equity-accounted investments and income
taxes
Net finance expense
Results of equity-accounted investments
Net income / (loss) before income taxes
Income taxes
Net income (loss) for the year
Attributable to:
Shareholders of Petrobras
Non-controlling interests
Exploration
and
Production
(E&P)
55,584
54,479
1,105
(23,673)
31,911
3,240
-
(152)
(687)
(415)
(192)
3,107
1,579
Refining,
Transportation
& Marketing
(RT&M)
74,524
1,416
73,108
(65,620)
8,904
(1,805)
(1,539)
(245)
-
(11)
(122)
289
(177)
35,151
-
119
35,270
(11,949)
23,321
23,324
(3)
7,099
-
941
8,040
(2,415)
5,625
5,625
-
Gas
&
Power
(G&P)
12,051
2,564
9,487
(9,494)
2,557
(2,890)
(2,668)
(73)
-
(25)
(38)
(208)
122
(333)
-
98
(235)
113
(122)
(219)
97
Corporate
and other
businesses
504
238
266
(503)
1
(1,741)
-
(706)
-
(112)
(54)
2
(871)
(1,740)
(10,966)
449
(12,257)
5,129
(7,128)
(7,145)
17
2021 - Reclassified
Eliminations
(58,697)
(58,697)
-
56,126
(2,571)
(22)
(22)
-
-
-
-
-
-
(2,593)
-
-
(2,593)
883
(1,710)
Total
83,966
−
83,966
(43,164)
40,802
(3,218)
(4,229)
(1,176)
(687)
(563)
(406)
3,190
653
37,584
(10,966)
1,607
28,225
(8,239)
19,986
(1,710)
-
19,875
111
F-25
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Exploration
and
Production
(E&P)
Refining,
Transportation
& Marketing
(RT&M)
Sales revenues
Intersegments
Third parties
Cost of sales
Gross profit (loss)
Income (expenses)
Selling expenses
General and administrative expenses
Exploration costs
Research and development expenses
Other taxes
Impairment (losses) reversals
Other income and expenses, net
Income (loss) before net finance income (expense),
results of equity-accounted investments and income
taxes
Net finance expense
Results of equity-accounted investments
Net income / (loss) before income taxes
Income taxes
Net income (loss) for the year
Attributable to:
Shareholders of Petrobras
Non-controlling interests
34,395
33,524
871
(18,098)
16,297
(9,187)
-
(155)
(803)
(232)
(478)
(7,364)
(155)
7,110
-
(181)
6,929
(2,418)
4,511
4,515
(4)
2020 - Reclassified
Corporate
and other
businesses
Eliminations
Total
876
251
625
(37,095)
(37,095)
53,683
−
-
53,683
Gas
&
Power
(G&P)
7,725
2,455
5,270
47,782
865
46,917
(44,011)
(3,985)
(832)
37,731
(29,195)
3,771
(2,895)
(2,522)
(271)
-
(11)
(137)
164
(118)
876
-
(437)
439
(298)
141
175
(34)
3,740
(2,575)
(2,318)
(85)
-
(10)
(31)
36
(167)
1,165
-
128
1,293
(397)
896
823
73
44
256
(20)
(579)
-
(102)
(306)
(175)
1,438
300
(9,630)
(169)
(9,499)
4,495
(5,004)
(4,776)
(228)
636
(24)
(24)
-
-
-
-
-
-
612
-
-
612
(208)
404
404
-
24,488
(14,425)
(4,884)
(1,090)
(803)
(355)
(952)
(7,339)
998
10,063
(9,630)
(659)
(226)
1,174
948
1,141
(193)
Total
13,218
11,695
11,445
The amount of depreciation, depletion and amortization by segment is set forth as follows:
2022
2021
2020
Exploration
and Production
(E&P)
Refining,
Transportation
& Marketing
(RT&M)
Gas
&
Power (G&P)
Corporate and
other
businesses
10,415
9,005
8,661
2,248
2,167
2,114
448
430
473
107
93
197
F-26
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
12.2. Assets by operating segment
Exploration
and
Production
(E&P)
Refining,
Transportation
& Marketing
(RT&M)
Gas
&
Power
(G&P)
Corporate
and other
business
Elimina-
tions
Consolidated assets by operating segment - 12.31.2022
Current assets
Non-current assets
Long-term receivables
Investments
Property, plant and equipment
Operating assets
Under construction
Intangible assets
Total Assets
5,224
111,110
6,351
379
101,875
92,087
9,788
2,505
116,334
Consolidated assets by operating segment - 12.31.2021 - Reclassified
Current assets
Non-current assets
Long-term receivables
Investments
Property, plant and equipment
Operating assets
Under construction
Intangible assets
Total Assets
Accounting policy for operating segments
3,770
105,705
3,635
393
99,033
87,210
11,823
2,644
109,475
12,035
22,396
1,811
977
19,496
16,851
2,645
112
34,431
9,632
20,974
1,489
970
18,419
16,086
2,333
96
30,606
391
7,193
94
173
6,851
4,808
2,043
75
7,584
1,256
6,524
95
119
6,241
3,739
2,502
69
7,780
18,864
15,242
12,964
37
1,947
1,585
362
294
34,106
19,922
10,996
9,115
28
1,637
1,373
264
216
30,918
(5,264)
−
−
−
−
−
−
−
(5,264)
(4,431)
−
−
−
−
−
−
−
(4,431)
Total
31,250
155,941
21,220
1,566
130,169
115,331
14,838
2,986
187,191
30,149
144,199
14,334
1,510
125,330
108,408
16,922
3,025
174,348
The information related to the Company’s operating segments is prepared based on available financial information
directly attributable to each segment, or items that can be allocated to each segment on a reasonable basis. This
information is presented by business activity, as used by the Company’s Board of Executive Officers (Chief Operating
Decision Maker – CODM) in the decision-making process of resource allocation and performance evaluation.
The measurement of segment results includes transactions carried out with third parties, including associates and joint
ventures, as well as transactions between operating segments. Transfers between operating segments are recognized
at internal transfer prices derived from methodologies that considers market parameters and are eliminated only to
provide reconciliations to the consolidated financial statements.
The Company's business segments disclosed separately are:
Exploration and Production (E&P): this segment covers the activities of exploration, development and production of
crude oil, NGL (natural gas liquid) and natural gas in Brazil and abroad, for the primary purpose of supplying its domestic
refineries. The E&P segment also operates through partnerships with other companies and includes holding interest in
foreign entities operating in this segment.
As an energy Company with a focus on oil and gas, intersegment sales revenue refers mainly to oil transfers to the
Refining, Transportation and Marketing segment, aiming to supply the Company's refineries and meet the domestic
demand for oil products. These transactions are measured by internal transfer prices based on international oil prices
and their respective exchange rate impacts, taking into account the specific characteristics of the transferred oil stream.
In addition, the E&P segment revenues include transfers of natural gas to the natural gas processing plants within Gas
and Power segment. These transactions are measured at internal transfer prices based on the international prices of
this commodity.
F-27
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Revenue from sales to third parties mainly reflects services rendered relating to E&P activities, sales of the E&P’s
natural gas processing plants, as well as the oil and natural gas operations carried out by subsidiaries abroad.
Refining, Transportation and Marketing (RT&M): this segment covers the refining, logistics, transport and trading of
crude oil and oil products activities in Brazil and abroad, as well as exports of ethanol. This segment also includes the
petrochemical operations, such as extraction and processing of shale and holding interests in petrochemical companies
in Brazil.
This segment carries out the acquisition of crude oil from the E&P segment, imports oil for refinery slate, and acquires
oil products in international markets taking advantage of the existing price differentials between the cost of processing
domestic oil and that of importing oil products.
Intersegment revenues primarily reflect the sale of oil products to the distribution business at market prices and the
operations for the Gas and Power and E&P segments at internal transfer price.
Revenues from sales to third parties primarily reflect the trading of oil products in Brazil and the export and trade of oil
and oil products by foreign subsidiaries.
Gas and Power (G&P): this segment covers the activities of logistic and trading of natural gas and electricity,
transportation and trading of LNG (liquefied natural gas), generation and electricity by means of thermoelectric power
plants, as well as holding interests in transporters and distributors of natural gas in Brazil and abroad. It also includes
natural gas processing and fertilizers production.
Intersegment revenues primarily reflect the transfers of natural gas processed, liquefied petroleum gas (LPG) and NGL
to the RT&M segment. These transactions are measured at internal transfer prices.
This segment purchases national natural gas from the E&P segment, from partners and third parties, imports natural
gas from Bolivia and LNG to meet national demand.
Revenues from sales to third parties primarily reflect natural gas processed to distributors, as well as generation and
trading of electricity.
Corporate and other businesses: comprise items that cannot be attributed to business segments, including those with
corporate characteristics, in addition to distribution and biofuels businesses. Corporate items mainly include those
related to corporate financial management, overhead related to central administration and other expenses, including
actuarial expenses related to pension and health plans for beneficiaries. Other businesses include the distribution of oil
products abroad (South America) and the production of biodiesel and its co-products. In 2021 and 2020, the results of
other businesses included the equity interest in the associate Vibra Energia, formerly Petrobras Distribuidora, until the
date of sale of the remaining interest in this associate, which took place in July 2021.
F-28
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
13. Trade and other receivables
13.1. Trade and other receivables
Receivables from contracts with customers
Third parties
Related parties
Investees (note 35.1)
Subtotal
Other trade receivables
Third parties
Receivables from divestments (*)
Lease receivables
Other receivables
Related parties
Petroleum and alcohol accounts - receivables from Brazilian Federal Government
Subtotal
Total trade and other receivables, before ECL
12.31.2022
12.31.2021
5,210
4,839
93
5,303
1,922
394
765
602
3,683
8,986
385
5,224
2,679
435
872
506
4,492
9,716
(1,428)
Expected credit losses (ECL) - Third parties
(20)
Expected credit losses (ECL) - Related parties
8,268
Total trade and other receivables
6,368
Current
Non-current
1,900
(*) At December 31, 2022, it mainly refers to the receivables from the divestments of Atapu, Sépia, Carmópolis, Roncador, Maromba, Miranga, Baúna, Pampo e Enchova,
Breitener, Rio Ventura e Cricaré. In 2021, it mainly refers to receivables (including interest, exchange rate variation and inflation indexation) from the divestment in Nova
Transportadora do Sudeste (NTS), of Block BM-S-8 in the Bacalhau field (former Carcará group), in addition to the values referring to Rio Ventura, Roncador, Pampo
Enchova, Baúna and Miranga fields.
(1,533)
(3)
7,450
5,010
2,440
Trade and other receivables are generally classified as measured at amortized cost, except for receivables with final
prices linked to changes in commodity price after their transfer of control, which are classified as measured at fair value
through profit or loss, amounting to US$ 470 as of December 31, 2022 (US$ 1,155 as of December 31, 2021).
The Company expects to receive the amounts of Petroleum and Alcohol Accounts between 2023 and 2027, according to
the constitutional amendments of December 2021, which established limits for disbursements by the Federal
Government in each fiscal year.
13.2. Aging of trade and other receivables – third parties
Current
Overdue:
1-90 days
91-180 days
181-365 days
More than 365 days
Total
12.31.2022
12.31.2021
Trade and other
receivables
6,474
Expected credit
losses
(39)
Trade and other
receivables
7,059
Expected credit
losses
(77)
189
30
63
1,535
8,291
(48)
(27)
(51)
(1,368)
(1,533)
218
40
51
1,457
8,825
(26)
(6)
(29)
(1,290)
(1,428)
F-29
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
13.3. Changes in provision for expected credit losses
Opening balance
Additions
Write-offs
Reversals
Transfer of assets held for sale
Translation adjustment
Closing balance
Current
Non-current
31.12.2022
31.12.2021
1,448
136
(21)
(81)
−
54
1,536
245
1,291
1,596
69
(40)
(112)
(8)
(57)
1,448
158
1,290
Accounting policy for trade and other receivables
Trade and other receivables are generally classified at amortized cost, except for certain receivables classified at fair
value through profit or loss, whose cash flows are distinct from the receipt of principal and interest, including
receivables with final prices linked to changes in commodity price after their transfer of control.
When the Company is the lessor in a finance lease, a receivable is recognized at the amount of the net investment in the
lease, consisting of the lease payments receivable and any unguaranteed residual value accruing to the Company,
discounted at the interest rate implicit in the lease.
The Company measures expected credit losses (ECL) for short-term trade receivables using a provision matrix which is
based on historical observed default rates adjusted by current and forward-looking information when applicable and
available without undue cost or effort.
ECL is the weighted average of historical credit losses with the respective default risks, which may occur according to
the weightings. The credit loss on a financial asset is measured by the difference between all contractual cash flows due
to the Company and all cash flows the Company expects to receive, discounted at the original effective interest rate.
The Company measures the allowance for ECL of other trade receivables based on their 12-month expected credit
losses unless their credit risk increases significantly since their initial recognition, in which case the allowance is based
on their lifetime ECL.
When determining whether there has been a significant increase in credit risk, the Company compares the risk of default
on initial recognition and at the reporting date.
Regardless of the assessment of significant increase in credit risk, a delinquency period of 30 days past due triggers
the definition of significant increase in credit risk on a financial asset, unless otherwise demonstrated by reasonable
and supportable information.
The Company assumes that the credit risk on the trade receivable has not increased significantly since initial recognition
if the receivable is considered to have low credit risk at the reporting date. Low credit risk is determined based on
external credit ratings or internal methodologies.
In the absence of controversy or other issues that may result in the suspension of collection, the Company assumes
that a default occurs whenever the counterparty does not comply with the legal obligation to pay its debts when due
or, depending on the instrument, when it is at least 90 days past due.
F-30
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
14.
Inventories
Crude oil
Oil products
Intermediate products
Natural gas and Liquefied Natural Gas (LNG)
Biofuels
Fertilizers
Total products
Materials, supplies and others
Total
12.31.2022
3,738
3,278
587
135
14
4
7,756
1,023
8,779
12.31.2021
3,048
2,495
532
349
19
8
6,451
804
7,255
Crude oil and LNG inventories can be traded or used for production of oil products.
Intermediate products are those product streams that have been through at least one of the refining processes, but
still need further treatment, processing or converting to be available for sale.
Biofuels mainly include ethanol and biodiesel inventories.
Materials, supplies and others mainly comprise production supplies and operating materials used in the operations of
the Company, stated at the average purchase cost, not exceeding replacement cost.
In the year ended December 31, 2022, the Company recognized a US$ 11 loss within cost of sales, adjusting inventories
to net realizable value (a US$ 1 reversal of cost of sales in the year ended December 31, 2021) primarily due to changes
in international prices of crude oil and oil products.
At December 31, 2022, the Company had pledged crude oil and oil products volumes as collateral for the Term of
Financial Commitment (TFC) related to plans PPSP-R, PPSP-R Pre-70 and PPSP-NR Pre-70 signed by Petrobras and
Petros Foundation in 2008, in the estimated amount of US$ 1,082, after deducting the partial early settlement of the
TFC relating to the Pension Difference and TFC Pre-70, made in February 2022, meeting the contractual conditions of
the debt coverage as stated in the TCF.
Accounting policy for inventories
Inventories are determined by the weighted average cost method adjusted to the net realizable value when it is lower
than its carrying amount.
Net realizable value is the estimated selling price of inventory in the ordinary course of business, less estimated cost of
completion and estimated expenses to complete its sale, considering the purpose for which the inventories are held.
Inventories with identifiable sales contracts have a net realizable value based on the contracted price, as, for example,
in offshore operations (without physical tanking, with loading onto the ship and direct unloading at the customer) or
auctions. Other items in inventory have a net realizable value based on general selling prices, considering the most
reliable evidence available at the time of the estimate.
The net realizable value of inventories is determined by grouping similar items with the same characteristic or purpose.
Changes in sales prices after the reporting date of the financial statements are considered in the calculation of the net
realizable value if they confirm the conditions existing on that reporting date.
F-31
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
15. Trade payables
Third parties in Brazil
Third parties abroad
Related parties
Total in current liabilities
Forfaiting
12.31.2022
3,497
12.31.2021
3,556
1,935
32
5,464
1,861
66
5,483
The Company has a program to encourage the development of the oil and gas production chain called “Mais Valor”
(More Value), operated by a partner company on a 100% digital platform.
By using this platform, the suppliers who want to anticipate their receivables may launch a reverse auction, in which the
winner is the financial institution which offers the lowest discount rate. The financial institution becomes the creditor
of invoices advanced by the supplier, and Petrobras pays the invoices on the same date and under the conditions
originally agreed with the supplier.
Invoices are advanced in the “Mais Valor” program exclusively at the discretion of the suppliers and do not change the
term, prices and commercial conditions contracted by Petrobras with such suppliers, as well as it does not add financial
charges to the Company, therefore, the classification is maintained as Trade payables in Statements of Cash Flows
(Cash flows from operating activities).
As of December 31, 2022, the amount due by the Company to the financial institutions relating to this program is
US$ 130 (US$ 178 as of December 31, 2021) and has an average payment term of 24 days.
16. Taxes
16.1. Income taxes
Taxes in Brazil
Income taxes
Income taxes - Tax settlement programs
Taxes abroad
Total
12.31.2022
Current assets
12.31.2021
Current liabilities
12.31.2021
12.31.2022
Non-current liabilities
12.31.2021
12.31.2022
160
−
160
5
165
133
−
133
30
163
2,505
50
2,555
328
2,883
682
43
725
8
733
−
302
302
−
302
-
300
300
-
300
Income taxes credits refer mainly to tax credits resulting from the monthly process for estimation and payment of
income taxes, in addition to the negative balance of IRPJ and CSLL related to 2017, 2018, 2019 and 2021. Income taxes
within current liabilities refer to the current portion of IRPJ and CSLL to be paid.
Tax settlement programs amounts relate mainly to a notice of deficiency issued by the Brazilian Federal Revenue
Service due to the treatment of expenses arising from the Terms of Financial Commitment (TFC) as deductible in
determining taxable profit for the calculation of income taxes. The payment term is 145 monthly installments, indexed
by the Selic interest rate, as of January 2018.
Reconciliation between statutory income tax rate and effective income tax rate
The following table provides the reconciliation of Brazilian statutory tax rate to the Company’s effective rate on income
before income taxes:
F-32
2022
53,525
(18,197)
1,234
822
(763)
187
221
(394)
87
33
-
(16,770)
(906)
(15,864)
31.3%
2021
28,225
(9,597)
843
296
(546)
50
59
(802)
318
903
237
(8,239)
(4,058)
(4,181)
29.2%
2020
(226)
77
(16)
1,874
(743)
(9)
(428)
559
49
-
(189)
1,174
1,743
(569)
(519.5)%
2022
(625)
(906)
(3,220)
(45)
(1,123)
1
(5,918)
2021
6,256
(4,058)
(1,555)
(133)
(1,172)
37
(625)
12.31.2022 12.31.2021
(1,362)
4,382
(12,924)
3,490
1,244
605
1,827
228
1,250
635
158
3,602
(15,438)
810
434
885
914
333
1,518
866
(5,918)
832
(625)
604
(6,750)
(1,229)
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Net income (loss) before income taxes
Nominal income taxes computed based on Brazilian statutory corporate tax rates (34%)
Adjustments to arrive at the effective tax rate:
Tax benefits from the deduction of interest on capital distribution
Different jurisdictional tax rates for companies abroad
Brazilian income taxes on income of companies incorporated outside Brazil (*)
Tax incentives
Tax loss carryforwards (unrecognized tax losses)
Post-employment benefits
Results of equity-accounted investments in Brazil and abroad
Non-incidence of income taxes on indexation (SELIC interest rate) of undue paid taxes
Others
Income taxes
Deferred income taxes
Current income taxes
Effective tax rate of income taxes
(*) It relates to Brazilian income taxes on earnings of offshore investees, as established by Law No. 12,973/2014.
Deferred income taxes - non-current
The changes in the deferred income taxes are presented as follows:
Opening balance
Recognized in the statement of income for the period
Recognized in shareholders’ equity
Translation adjustment
Use of tax loss carryforwards
Others
Closing balance
The composition of deferred tax assets and liabilities is set out in the following table:
Realization basis
Depreciation, amortization and write-offs of assets
Amortization, impairment reversals and write-offs of
Nature
PP&E - Exploration and decommissioning costs
PP&E - Impairment
PP&E - depreciation methods and capitalized borrowing costs Depreciation, amortization and write-offs of assets
Loans, trade and other receivables / payables and financing
Lease liabilities
Provision for legal proceedings
Tax loss carryforwards
Inventories
Employee Benefits
Others
Payments, receipts and considerations
Appropriation of the considerations
Payments and use of provisions
Taxable income compensation
Sales, write-downs and losses
Payments and use of provisions
Total
Deferred tax assets
Deferred tax liabilities
Non-incidence of income taxes on indexation (SELIC interest rate) of undue paid taxes
On September 24, 2021, the Supreme Federal Court (Supremo Tribunal Federal – STF), in a judgment of extraordinary
appeal with general repercussion, without final decision, decided that the incidence of income taxes (IRPJ and CSLL) on
the indexation income from applying SELIC interest rate (indexation charges and default interest) over undue paid taxes
is unconstitutional.
F-33
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The Company has a writ of mandamus in which it claims the right to recover the amounts of IRPJ and CSLL charged on
the income arising from the indexation of undue paid taxes and judicial deposits by the SELIC rate since March 2015, as
well as the definitive removal of this income from the IRPJ and CSLL tax base.
On October 20, 2021, a judicial decision was published in the writ of mandamus recognizing the right of the Company to
the non-incidence of income taxes on indexation by the SELIC rate of undue paid taxes.
Based on the STF's decision, as well as on the legal grounds presented, Petrobras reassessed the expectation for this
matter, considering that it is probable that this tax treatment will be accepted.
Thus, in 2021, a US$ 903 gain was recognized in the income statement, within income taxes.
Timing of reversal of deferred income taxes
Deferred tax assets were recognized based on projections of taxable profit in future periods supported by the
assumptions within the Company’s 2023-2027 Strategic Plan, whose pillars are the preservation of financial strength,
financial and environment resilience of projects, and focus on value creation.
Management considers that the deferred tax assets will be realized to the extent the deferred tax liabilities are reversed
and expected taxable events occur based on its 2023-2027 Strategic Plan.
The estimated schedule of recovery/reversal of net deferred tax assets (liabilities) as of December 31, 2022 is set out
in the following table:
2023
2024
2025
2026
2027
2028 and thereafter
Recognized deferred tax assets
Assets
55
22
20
20
20
695
832
Liabilities
(93)
304
1,091
1,033
(171)
4,586
6,750
In addition, the Company has tax loss carryforwards arising from offshore subsidiaries, for which no deferred taxes were
recognized.
Brazil
Abroad
Unrecognized deferred tax assets
12.31.2022
−
987
987
Assets
12.31.2021
1
1,351
1,352
These unrecognized deferred tax assets arise mainly from oil and gas exploration and production and refining activities
in the United States.
In 2022, the Company accounted for part of these tax assets (US$ 249) due to estimated future taxable income arising
from business operations.
An aging of the unrecognized deferred tax assets from companies abroad is set out below:
Unrecognized deferred tax assets
418
339
167
63
987
2030 - 2032
2033 - 2035
2036 -2038
Undefined
expiration
Total
F-34
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Uncertain tax treatments
As of December 31, 2022, the Company had US$ 6,043 (US$ 4,983 as of December 31, 2021) of uncertain tax treatments
for IRPJ and CSLL related to judicial and administrative proceedings (see note 18.3). Additionally, as of December 31,
2022, the Company has other positions that can be considered as uncertain tax treatments for IRPJ and CSLL amounting
to US$ 30,020 (US$ 10,712 as of December 31, 2021), given the possibility of different interpretation by the tax
authority. These uncertain tax treatments are supported by technical assessments and tax risk assessment
methodology. Therefore, Petrobras believes that such positions are likely to be accepted by the tax authorities.
On February 8, 2023, the Brazilian Supreme Federal Court (STF), unanimously, considered that a final decision (res
judicata) on taxes collected on a continuous basis, loses its effects if this Court decides otherwise at a later time. The
judgment was based on collections of the income tax CSLL, a tax judged constitutional by the STF in 2007. This decision
does not imply any impact on Petrobras.
Accounting policy for income taxes
The Company calculates income taxes in accordance with current legislation that are enacted or substantively enacted,
based on the taxable income calculated in accordance with relevant legislation, applying rates in effect at the end of
the reporting. Income tax expense for the period includes current and deferred taxes, recognized in the statement of
income of the period, except when the tax arises from a transaction or event which is recognized directly in equity.
Income taxes expenses on profits arising from subsidiaries abroad are accounted for in the statement of income using
the same income tax rates as used in Brazil, adjusted by dividends and results of equity-accounted investments.
a) Current income taxes
Current income taxes are offset when they relate to income taxes levied on the same taxable entity and by the same tax
authority, when there is a legal right and the entity has the intention to set off current tax assets and current tax
liabilities, simultaneously.
Uncertain tax treatments are periodically assessed, considering the probability of acceptance by the tax authority.
b) Deferred income taxes
Deferred income taxes are generally recognized on temporary differences between the tax base of an asset or liability
and its carrying amount. They are measured at the tax rates that are expected to apply to the period when the asset is
realized or the liability is settled.
Deferred tax assets are recognized for all deductible temporary differences and carryforward of unused tax losses or
credits to the extent that it is probable that taxable profit will be available against which those deductible temporary
differences can be utilized. When there are insufficient taxable temporary differences relating to the same taxation
authority and the same taxable entity, a deferred tax is recognized to the extent that it is probable that the entity will
have sufficient taxable profit in future periods, based on projections approved by management and supported by the
Company’s Strategic Plan.
Deferred tax assets and deferred tax liabilities are offset when they relate to income taxes levied on the same taxable
entity, when a legally enforceable right to set off current tax assets and current tax liabilities exists and when the
deferred tax assets and deferred tax liabilities relate to taxes levied by the same tax authority on the same taxable
entity.
F-35
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
16.2. Other taxes
Taxes in Brazil
Current / Non-current ICMS (VAT)
Current / Non-current PIS and COFINS (**)
Claim to recover PIS and COFINS
CIDE
Production taxes
Withholding income taxes
Tax Settlement Program
Others
Total in Brazil
Taxes abroad
Total
Current assets
Non-current assets
Current liabilities
Non-current liabilities (*)
12.31.2022
12.31.2021
12.31.2022
12.31.2021
12.31.2022
12.31.2021
12.31.2022
12.31.2021
716
378
-
1
-
-
-
40
1,135
7
1,142
665
473
379
699
995
418
2,362
2,030
-
6
-
-
-
48
1,137
46
1,183
657
-
-
-
-
273
3,765
13
3,778
594
-
-
-
-
249
3,252
9
3,261
28
-
5
1,996
149
9
143
3,029
19
3,048
499
-
42
2,147
86
67
142
3,978
23
4,001
-
89
-
-
114
-
7
83
293
-
293
-
45
-
-
21
-
6
70
142
-
142
(*) Other non-current taxes are classified as other non-current liabilities.
(**) As of December 31, 2022, it includes US$ 5 (US$ 104 as of December 31, 2021) related to exclusion of ICMS (VAT tax) in the basis of calculation of sales taxes PIS and
COFINS (contributions for the social security).
Current and non-current ICMS (VAT) credits arise from requests for extemporaneous and overpaid tax, offset in
accordance with the legislation of each state. They also arise on the acquisition of assets for property, plant and
equipment, which are offset in a straight line over 4 years.
Current and non-current PIS/COFINS credits mainly refer to the acquisition of goods and services for assets under
construction, since their use is permitted only after these assets enter into production, as well as to extemporaneous
tax credits.
Production taxes are financial compensation due to the Brazilian Federal Government by companies that explore and
produce oil and natural gas in Brazilian territory. They are composed of royalties, special participations, signature
bonuses and payment for retention or occupation of area.
Claim to recover PIS and COFINS
The Company filed four civil lawsuits, in the Regional Federal Court of the Second Region, against the Brazilian Federal
Government, claiming to recover PIS and COFINS paid over finance income and foreign exchange variation gains, from
February 1999 to January 2004.
The court granted to the Company, in all the lawsuits, the definitive right to recover those taxes. Two lawsuits have
resulted in judicialized debts (precatórios) in the amounts claimed by the Company. Regarding the two remaining cases,
both had rulings by the court favorable to the Company and, in one of them, the Brazilian Federal Government has
already expressed its agreement and there was a decision in favor of the Company, still subject to appeal. Regarding
the other lawsuit, there is no court decision at this point.
As of December 31, 2022, the Company had non-current receivables of US$ 657 (US$ 594 as of December 31, 2021)
related to PIS and COFINS, which are indexed to inflation.
17. Employee benefits
Employee benefits are all forms of consideration given by an entity in exchange for service rendered by employees or
for the termination of employment. It also includes expenses with directors and management. Such benefits include
salaries, post-employment benefits, termination benefits and other benefits.
F-36
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Liabilities
Short-term employee benefits
Termination benefits
Post-employment benefits
Total
Current
Non-current
17.1. Short-term employee benefits
Variable compensation program - PPP
Accrued vacation
Salaries and related charges and other provisions
Profit sharing
Total
Current
Non-current (*)
12.31.2022
12.31.2021
1,452
192
11,246
12,890
2,215
10,675
1,289
349
9,880
11,518
2,144
9,374
12.31.2022
12.31.2021
489
505
327
131
1,452
1,421
31
461
440
270
118
1,289
1,286
3
(*) Remaining balance relating to the four-year deferral of 40% of the PPP portion of executive officers and the upper management
The Company recognized the following amounts in the statement of income:
Salaries, accrued vacations and related charges
Variable compensation program - PPP (*)
Profit sharing (*)
Management fees and charges
Total
(*) It includes reversals of provisions related to previous year.
17.1.1. Variable compensation programs
Performance award program (PPP)
2022
(3,006)
(547)
(131)
(14)
2021
(2,665)
(469)
(125)
(15)
2020
(3,064)
(439)
(7)
(14)
(3,698)
(3,274)
(3,524)
On September 17, 2021, the Company’s Board of Directors approved the pay-out criteria for granting PPP 2021 to
employees. The PPP 2021 model established that, in order to trigger this payment, it is necessary to have net income
for the year and a declaration and payment of distribution to shareholders.
On December 15, 2021, the Company’s Board of Directors approved the pay-out criteria for the program for 2022,
maintaining the criteria of the PPP 2021.
In 2022, the main changes related to the PPP were:
•
•
•
payment of US$ 507 relating to the PPP provisioned in 2021;
payment of US$ 85 relating to the PPP provisioned in 2022;
provision of US$ 553 for the PPP related to 2022, accounted for within other income and expenses.
F-37
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Profit Sharing (PLR)
On December 29, 2020, the 17 unions representing onshore employees of Petrobras had signed the agreement for the
PLR for 2021 and 2022, before the deadline determined by the Collective Labor Agreement (ACT). Among the offshore
employees, only one union had signed the agreement within the period defined by the ACT.
The current agreement for the PLR provides that only employees without managerial functions will be entitled to
receive profit sharing with individual limits according to their remuneration. In order for the PLR to be paid for 2021 and
2022, the following requirements must be met: (i) dividend distribution to shareholders approved at the Annual General
Shareholders Meeting, (ii) net income for the year, and iii) achievement of the weighted average percentage of at least
80% of a set of indicators.
The maximum amount of PLR to be distributed is limited to 5% of Adjusted EBITDA (a non-GAAP measure defined as
net income plus net finance income (expense); income taxes; depreciation, depletion and amortization; results in equity-
accounted investments; impairment of assets; results on disposal/write-offs of assets, remeasurement of investment
retained with loss of control and reclassification of CTA; and results from co-participation agreements in bid areas), to
6.25% of net income and to 25% of dividends distributed to shareholders, in each year, whichever is lower.
In 2022, the main changes related to the PLR were:
•
•
payment of US$ 129 relating to the PLR provisioned in 2021;
provision of US$ 132 for the PLR related to 2022, accounted for within other income and expenses.
Accounting policy for variable compensation programs (PPP and PLR)
The provisions for variable compensation programs are recognized on an accrual basis, during the periods in which the
employees provided services. They represent the estimates of future disbursements arising from past events, based
on the criteria and metrics of the PPP and PLR, provided that the requirements for activating these programs are met
and that the obligation can be reliably estimated.
17.2. Termination benefits
Termination benefits are employee benefits provided in exchange for the termination of labor contract as a result of
either: i) the Company’s decision to terminate the labor contract before the employee’s normal retirement date; or ii)
an employee’s decision to accept an offer of benefits in exchange for the termination of their employment.
The Company has voluntary severance programs (PDV), specific for employees of the corporate segment and of
divestment assets, which provide for the same legal and indemnity advantages.
In 2022, the wholly-owned subsidiary Transpetro launched a new voluntary severance program for its offshore
employees, whose enrollment occurred between May 4, 2022 and July 14, 2022, and the deadline for the termination of
employees was December 3, 2022.
For the current programs, there are 11,688 adhesions accumulated through December 31, 2022 (11,418 through
December 31, 2021).
Changes on the provisions for termination benefits are presented as follows:
F-38
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Opening Balance
Effects in the statement of income
Enrollments
Revision of provisions
Effects in cash and cash equivalents
Terminations in the period
Translation adjustment
Closing Balance
Current
Non-current
2022
349
16
18
(2)
(199)
(199)
26
192
75
117
2021
900
(11)
30
(41)
(497)
(497)
(43)
349
207
142
Recognition of the provision for expenses occur as employees enroll to the programs.
The Company disburse the severance payments in two installments, one at the time of termination and the remainder
one year after the termination.
As of December 31, 2022, from the balance of US$ 192, US$ 22 refers to the second installment of 426 retired employees
and US$ 170 refers to 1,651 employees enrolled in voluntary severance programs with expected termination by
September 2025.
17.3. Post-employment benefits
The Company maintains a health care plan for its employees in Brazil (active and retiree) and their dependents (Saúde
Petrobras), and five other major plans of post-employment benefits (collectively referred to as “pension plans”).
The following table presents the balance of post-employment benefits:
Liabilities
Health Care Plan - Saúde Petrobras
Petros Pension Plan - Renegotiated (PPSP-R)
Petros Pension Plan - Non-renegotiated (PPSP-NR)
Petros Pension Plan - Renegotiated - Pre-70 (PPSP-R Pre 70)
Petros Pension Plan - Non-renegotiated - Pre-70 (PPSP-NR Pre 70)
Petros 2 Pension Plan (PP-2)
Other plans
Total
Current
Non-current
17.3.1. Nature and risks associated with defined benefit plans
Health Care Plan
12.31.2022
12.31.2021
5,813
3,606
1,041
284
339
163
−
11,246
719
10,527
4,485
3,233
658
817
511
165
11
9,880
651
9,229
The health care plan Saúde Petrobras is managed by Petrobras Health Association (Associação Petrobras de Saúde –
APS), a nonprofit civil association, and includes prevention and health care programs. The plan covers all employees
and retirees and is open to future employees.
Currently sponsored by Petrobras, Transpetro, PBIO, TBG and Termobahia, this plan is primarily exposed to the risk of
increase in medical costs due to inflation, new technologies, new types of coverage and an increase in the utilization of
medical benefits. The Company continuously improves the quality of its technical and administrative processes, as well
as the health programs offered to beneficiaries in order to mitigate such risks.
Employees and retirees make monthly fixed contributions to cover high-risk procedures and variable contributions for
a portion of the cost of other procedures, both based on the contribution tables of the plan, which are determined based
F-39
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
on certain parameters, such as salary and age levels. The plan also includes assistance towards the purchase of certain
medicines through reimbursement, with co-participation of employees and retirees.
Benefits are paid by the Company based on the costs incurred by the participants. The financial participation of the
Company and the beneficiaries on the expenses are provided for in the Collective Bargaining Agreement (ACT), being
60% by the Company and 40% by the participants.
Annual revision of the health care plan
At December 31, 2022, this obligation was revised using the actuarial assumptions in force, which results are shown in
note 17.3.2.
Pension plans
The Company’s post-retirement plans are managed by Petros Foundation (Fundação Petrobras de Seguridade Social),
a nonprofit legal entity governed by private law with administrative and financial autonomy.
Pension plans in Brazil are regulated by the National Council for Supplementary Pension (Conselho Nacional de
Previdência Complementar – CNPC), which establishes all guidelines and procedures to be adopted by the plans for their
management and relationship with stakeholders.
Petros Foundation periodically carries out revisions of the plans and, when applicable, establishes measures aiming at
maintaining the financial sustainability of the plans.
The major post-retirement pension benefits sponsored by the Company are:
. Petros Plan - Renegotiated (PPSP-R)
. Petros Plan - Renegotiated - Pre-70 (PPSP-R Pre-70)
. Petros Plan - Non-renegotiated (PPSP-NR)
. Petros Plan - Non-renegotiated - Pre-70 (PPSP-NR Pre-70)
. Petros 2 Plan (PP-2)
. Petros 3 Plan (PP-3)
Currently, PPSP-R, PPSP-NR, PPSP-R Pre-70, PPSP-NR Pre-70 and PP-3 are sponsored by Petrobras, and PP-2 by
Petrobras, Transpetro, PBIO, TBG, Termobahia and Termomacaé.
The PPSP-R and PPSP-NR were created in 2018 as a split of Petros Plan (PPSP) originally established by the Company
in July 1970. On January 1, 2020, PPSP-R Pre-70 and PPSP-NR Pre-70 were created as a split of PPSP-R and PPSP-NR,
respectively.
Pension plans supplement the income of their participants during retirement, in addition to guaranteeing a pension for
the beneficiaries in case of the death of a participant. The benefit consists of a monthly income supplementing the
benefit granted by the Brazilian Social Security Institute.
F-40
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The table below provides other characteristics of these plans:
PPSP-R
PPSP-R
Pre-70
PPSP-NR
PPSP-NR
Pre-70
PP-2
PP-3
Modality
Defined Benefit
Defined Benefit
Defined Benefit
Defined Benefit
Participants of the plan
Generally covers
employees and former
employees who joined
the company after
1970 that agreed with
changes proposed by
the Company in its
original pension plan
(P0) and amendments.
Generally covers
employees and former
employees hired prior
to July 1, 1970, who
enrolled in the P0 until
January 1, 1996 and
remained continuously
linked to the original
sponsor obtaining the
condition of assisted.
Generally covers
employees and former
employees who joined
the company after
1970 that did not agree
with changes proposed
by the Company in its
original pension plan
(P0) and amendments
Generally covers
employees and former
employees hired prior to
July 1, 1970, who enrolled
in the P0 until January 1,
1996 and remained
continuously linked to the
original sponsor obtaining
the condition of assisted
and did not agreed with
changes in in its original
pension plan (P0) and
amendments.
Variable Contribution
(defined benefit and
defined contribution
portions)
This Plan was established
in 2007, also covering
employees and former
employees that moved
from other existing plans.
Defined Contribution
This plan was
implemented in 2021,
exclusive option for
voluntary migration of
employees and retirees
from the PPSP-R and
PPSP-NR plans.
New enrollments
Closed
Closed
Closed
Closed
Open
Closed
Retirement payments
Lifetime monthly payments supplementing the benefit granted by the Brazilian National Institute of
Social Security.
Lifetime defined benefit
monthly payments or
non- defined benefit
monthly payments in
accordance with the
participant's election.
Undefined benefit with
monthly payments, in
accordance with the
participant election.
Other general benefits
Lump sum death benefit (insured capital) and monthly payments related to the following events: death, disability, sickness, and
seclusion.
Indexation of Retirement
payments by the plan
Based on the Nationwide Consumer Price Index.
Based on the current index levels applicable to
active employees’ salaries and the indexes set out
by the Brazilian National Institute of Social Security.
Lifetime monthly
payments: based on the
Nationwide Consumer
Price Index
Parity contributions made by
participants and the
Company to the plans
It is comprised of:
i) normal contributions
that covers expected
cost of the plans in the
long term; and
It is comprised of:
normal contributions
that covers expected
cost of the plans in the
long term.
It is comprised of:
It is comprised of:
It is comprised of:
i) normal contributions
that covers expected
cost of the plans in the
long term; and
normal contributions that
covers expected cost of
the plans in the long term.
i) normal contributions
that covers expected cost
of the plans in the long
term; and
Lump sum death benefit
(insured capital) and
monthly payments
related to the following
events: death, disability,
sickness, and seclusion.
Undefined benefit
monthly payments:
based on the variation of
individual account
t
Undefined benefit
monthly payments:
based on the variation of
individual account
quota.
Regular contributions
during the employment
relationship, saving for
the undefined benefit,
accumulated in
individual accounts
ii) extraordinary
contributions that
covers additional costs
that are generally
derived from actuarial
deficits.
Participants are
exempt from paying
any extraordinary
contributions in case of
deficit until the
settlement of the TFC.
ii) extraordinary
contributions that
covers additional costs
that are generally
derived from actuarial
deficits.
Participants are exempt
from paying any
extraordinary
contributions in case of
deficit until the
settlement of the TFC.
ii) extraordinary
contributions that covers
additional costs that are
generally derived from
actuarial deficits (these
contributions are not
currently being made but
may occur in the future).
Financial obligations
with a principal
amounting to US$132
at 12/31/2022.
Financial obligations
with a principal
amounting to US$304
at 12/31/2022.
Financial obligations
settled early in 2021.
Financial obligations with
a principal amounting to
US$202 at 12/31/2022.
N/A
N/A
Terms of Financial
Commitment - TFC (debt
agreements) assumed by the
Company to settle the
deficits. Amounts to be paid
to Petros Foundation (*).
Annually remeasured in accordance with actuarial assumptions, with semi-annual payment of interest
based on the updated balance and maturing in 2028.
(*) This obligation is recorded in these financial statements, within actuarial liabilities.
Debt Assumption Instrument relating to Deficit Settlement Plan 2015 (PED 2015)
On October 18, 2022, the Company assumed its commitment for the payment of extraordinary sponsor’s contributions
in the scope of PED 2015, implemented in 2017, together with the PPSP-R and the PPSP-NR. These contributions were
not previously made due to court injunctions.
F-41
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The amount owed by Petrobras is US$ 214 (R$ 1,114 million) and refers to amounts not charged from July 2020 to
December 2021. The Company paid US$ 44 on October 28, 2022, and the remaining balance will be paid according to the
payroll in return for the collection of the portion of participants and assisted.
The effects of this plan have already been recognized in the financial statements in the years in which they were
implemented.
On December 31, 2022, the balance of this instrument, recorded within actuarial liabilities, is US$ 168.
Deficit Settlement Plan 2021 referring to the PPSP-R plan
On November 10, 2022, Petros' Foundation Deliberative Council approved a plan to settle the deficit registered by the
PPSP-R in 2021, being assessed by the Company's Board of Directors on November 30, 2022 and submitted to
Secretariat of Management and Governance of the State-owned Companies (SEST).
If there is a favorable decision from this council, this settlement should be implemented by Petros, with extraordinary
contributions expected to begin in April 2023, in addition to the other existing contributions.
The deficit of the plan for 2021 was due to the effects of the economic situation over the fixed income market, mainly
due to government bonds marked to market, which experienced price fluctuations.
According to relevant regulation, this deficit, amounting to US$ 1,485 as of December 31, 2021 (US$ 1,632 monetarily
restated as of December 31, 2022) must be settled in a parity basis: 50% by sponsors (Petrobras, Vibra Energia e Petros)
and 50% by participants, of which US$ 769 will be paid by Petrobras, during the lifetime of the plan.
The disbursement by the sponsors will decrease over the life of the deficit settlement plan. For 2023, is estimated a
US$ 57 disbursement for Petrobras.
The actuarial liability of the PPSP-R plan and the effects of the implementation of these contributions are reflected in
note 17.3.2.
This settlement is a legal obligation as provided for in CNPC Resolution No. 30/2018, to ensure the financial
sustainability of a pension plan.
Annual revision of the pension plans
At December 31, 2022, this obligation was revised using the actuarial assumptions in force, which results are shown in
note 17.3.2.
17.3.2. Net actuarial liabilities and expenses, and fair value of plans assets
a) Changes in the actuarial liabilities recognized in the statement of financial position
Net actuarial liabilities represent the obligations of the Company, net of the fair value of plan assets (when applicable),
at present value.
For information on actuarial assumptions used to determine the defined benefit obligation, see the table in Note 17.3.6.
Changes in the actuarial liabilities related to pension and healthcare plans with defined benefit characteristics is
presented as follows:
F-42
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Amounts recognized in the Statement of Financial Position
Present value of obligations
( -) Fair value of plan assets
Net actuarial liability as of December 31, 2022
Changes in the net actuarial liability
Balance as of January 1, 2022 (**)
Recognized in the Statement of Income
Current service cost
Net interest
Recognized in Equity - other comprehensive income
Remeasurement effects recognized in other comprehensive
Cash effects
Contributions paid
Payments related to Term of financial commitment (TFC)
Other changes
Others
Translation Adjustment
Balance at December 31, 2022
Pension Plans
PPSP-R (*) PPSP-NR (*)
Petros 2
Health Care
Plan
Saúde
Petrobras
2022
Other
plans
Total
12,771
(8,881)
3,890
4,119
(2,739)
1,380
1,102
(939)
163
5,813
−
5,813
−
−
−
23,805
(12,559)
11,246
4,485
11
4,050
1,169
457
10
447
420
420
(1,325)
(304)
(1,021)
288
−
288
129
1
128
417
417
(421)
(94)
(327)
86
−
86
165
33
13
20
(45)
(45)
−
−
−
10
−
10
609
105
504
791
791
(384)
(384)
−
312
1
311
3,890
1,380
163
5,813
9,880
1,228
129
1,099
1,583
1,583
(2,130)
(782)
(1,348)
685
(9)
694
11,246
−
−
−
−
−
−
−
−
(11)
(10)
(1)
−
'(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
(**) It includes the payment of US$ 1,324 of a portion of the TFC made on February 25, 2022.
F-43
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Pension Plans
PPSP-R (*) PPSP-NR (*)
Petros 2
Health Care
Plan
Saúde
Petrobras
Other
plans
2021
Total
Amounts recognized in the Statement of Financial Position
Present value of obligations
( -) Fair value of plan assets
Net actuarial liability as of December 31, 2021
Changes in the net actuarial liability
Balance as of January 1, 2021 (**)
Recognized in the Statement of Income
Past service cost
Present value of obligation
Plan assets transferred to PP-3
Sponsor contribution for PP-3
Current service cost
Net interest
Recognized in Equity - other comprehensive income
Remeasurement effects recognized in other comprehensive
Cash effects
Contributions paid (***)
Payments of obligations with contribution for the revision of
the lump sum death benefit
Payments related to Term of financial commitment (TFC)
Other changes
11,481
(7,431)
4,050
7,524
469
(1)
(730)
496
233
13
438
(2,223)
(2,223)
(1,339)
(475)
(340)
(524)
(381)
Translation Adjustment
Balance of actuarial liability as of December 31, 2021
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
(**) It includes obligations with contribution for the revision of the lump sum death benefit.
(***) It includes the contribution for the migration to PP-3 (US$ 241).
(381)
4,050
b) Changes in present value of the obligation
3,485
(2,316)
1,169
2,696
178
−
(33)
22
11
1
172
(989)
(989)
(591)
(86)
(101)
(404)
(125)
(125)
1,169
987
(822)
165
477
72
−
−
−
−
37
35
(362)
(362)
−
−
−
−
(22)
(22)
165
4,485
−
4,485
5,356
1,388
845
845
−
−
158
385
(1,601)
(1,601)
(309)
(309)
−
−
(349)
(349)
4,485
9
2
11
16
(9)
−
−
−
−
(10)
1
6
6
−
−
−
−
(2)
(2)
11
Pension Plans
PPSP-R (*) PPSP-NR (*)
Petros 2
Other
plans
Health Care
Plan
Saúde
Petrobras
Present value of obligations at the beginning of the year
11,481
3,485
Recognized in the Statement of Income
Interest expense
Service cost
Recognized in Equity - other comprehensive income
Remeasurement: Experience (gains) / losses
Remeasurement: (gains) / losses - demographic assumptions
Remeasurement: (gains) / losses - financial assumptions
Others
Benefits paid, net of assisted contributions
Contributions paid by participants
Others
Translation Adjustment
Present value of obligations at the end of the year
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
382
381
1
380
687
4
(311)
(128)
(379)
6
−
245
4,119
1,277
1,267
10
281
1,367
−
(1,086)
(268)
(1,088)
23
−
797
12,771
F-44
987
129
116
13
(6)
95
6
(107)
(8)
(72)
−
1
63
1,102
4,485
609
504
105
791
(277)
(25)
1,093
(72)
(384)
−
−
312
5,813
9
−
−
−
−
−
−
−
(9)
−
−
(9)
−
−
20,447
(10,567)
9,880
16,069
2,098
844
82
518
244
199
1,031
(5,169)
(5,169)
(2,239)
(870)
(441)
(928)
(879)
(879)
9,880
2022
Total
20,447
2,397
2,268
129
1,446
1,872
(15)
(411)
(485)
(1,923)
29
(8)
1,417
23,805
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Pension Plans
Health Care
Plan
Other
plans
PPSP-R (*) PPSP-NR (*)
Petros 2
Saúde
Petrobras
Present value of obligations at the beginning of the year
Recognized in the Statement of Income
Interest expense
Service cost
Past service cost
Recognized in Equity - other comprehensive income
Remeasurement: Experience (gains) / losses
Remeasurement: (gains) / losses - demographic assumptions
Remeasurement: (gains) / losses - financial assumptions
Others
Benefits paid, net of assisted contributions
Contributions paid by participants
Transfer and contribution for PP-3
Translation Adjustment
Present value of obligations at the end of the year
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
c) Changes in the fair value of plan assets
15,847
1,178
1,166
13
(1)
(2,969)
(313)
−
(2,656)
(2,575)
(952)
26
(680)
(969)
11,481
4,811
355
354
1
−
(1,041)
(301)
−
(740)
(640)
(319)
7
(31)
(297)
3,485
1,177
122
85
37
−
(168)
315
(5)
(478)
(144)
(65)
−
−
(79)
987
5,356
1,388
385
158
845
(1,601)
(239)
96
(1,458)
(658)
(309)
−
−
(349)
4,485
2021
Total
27,217
3,035
1,992
199
844
(5,786)
(546)
91
(5,331)
(4,019)
(1,645)
33
(711)
(1,696)
26
(8)
2
(10)
−
(7)
(8)
−
1
(2)
−
−
−
(2)
9
20,447
Petrobras has four pension plans (PPSP-R, PPSP-NR, PPSP-R Pre-70) which are currently making use of plan assets,
and one plan (PP-2) in which most of participants are in the phase of accumulating funds.
Therefore, changes to the fair value of plan assets reflect these effects, including inflows of contributions, outflows of
funds for payment of benefits, and the return of these assets.
Fair value of plan assets at the beginning of the year
Recognized in the Statement of Income
Interest income
Recognized in Equity - other comprehensive income
Remeasurement: Higher/(lower) return on plan assets
compared to discount rate
Cash effects
Contributions paid by the sponsor (Company)
Term of financial commitment (TFC) paid by the Company
Other Changes
Contributions paid by participants
Benefits paid, net of assisted contributions
Others
Translation Adjustment
Fair value of plan assets at the end of the year
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
Other
plans
2022
Total
(2)
10,567
−
−
−
−
−
−
−
2
−
−
2
−
−
1,169
1,169
(137)
(137)
2,130
782
1,348
(1,170)
29
(1,923)
2
722
12,559
Pension Plans
PPSP-R (*) PPSP-NR (*)
Petros 2
Health Care
Plan
Saúde
Petrobras
2,316
822
253
253
(37)
(37)
421
94
327
(214)
6
(379)
−
159
2,739
96
96
39
39
−
−
−
(18)
−
(72)
−
54
939
−
−
−
−
−
384
384
−
(384)
−
(384)
−
−
−
7,431
820
820
(139)
(139)
1,325
304
1,021
(556)
23
(1,088)
−
509
8,881
F-45
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Pension Plans
Health Care
Plan
Other
plans
Fair value of plan assets at the beginning of the year
Recognized in the Statement of Income
Interest income
Recognized in Equity - other comprehensive income
Remeasurement: Higher/(lower) return on plan assets
compared to discount rate
Cash effects
Contributions paid by the sponsor (Company)
Term of financial commitment (TFC) paid by the Company
Other Changes
Contributions paid by participants
Benefits paid, net of assisted contributions
Transfer and contribution for PP-3
Translation Adjustment
PPSP-R (*) PPSP-NR (*)
2,213
182
182
(52)
8,650
728
728
(746)
Petros 2
700
50
50
194
Saúde
Petrobras
−
−
−
−
(746)
999
475
524
(2,200)
26
(952)
(680)
(594)
(52)
490
86
404
(517)
7
(319)
(31)
(174)
194
−
−
−
(122)
−
(65)
−
(57)
−
309
309
−
(309)
−
(309)
−
−
−
2021
Total
11,575
961
961
(617)
(617)
1,798
870
928
(3,150)
33
(1,645)
(711)
(827)
12
1
1
(13)
(13)
−
−
−
(2)
−
−
−
(2)
(2)
10,567
Fair value of plan assets at the end of the year
7,431
2,316
822
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
Pension Plan assets
Petros Foundation annually prepares Investment Policies (PI) specific to each plan, following two models:
(i) for Petros 2, the achievement of the actuarial goal with the lowest value at risk; and
(ii) for defined benefit plans, the minimal mismatch in net cash flows, conditioned to the achievement of the actuarial
target.
Pension plans assets follow a long-term investment strategy based on the risks assessed for each different class of
assets and provide for diversification, in order to lower portfolio risk. The portfolio profile must comply with the
Brazilian National Monetary Council (Conselho Monetário Nacional – CMN) regulations.
Petros Foundation establishes investment policies for 5-year periods, reviewed annually, using an asset liability
management model (ALM) to address net cash flow mismatches of the benefit plans, based on liquidity and solvency
parameters, simulating a 30-year period.
Pension plan assets by type of asset are set out as follows:
F-46
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Type of asset
Receivables
Fixed income
Government bonds
Fixed income funds
Other investments
Variable income
Common and preferred shares
Other investments
Structured investments
Real estate properties
Loans to participants
Fair value of plan assets at the end of the year
Quoted prices
in active
markets
Unquoted
prices
Total fair
value
−
3,548
3,503
−
45
1,184
1,184
−
33
−
4,765
−
4,765
1,353
5,297
3,947
864
486
243
−
243
126
490
7,509
285
7,794
1,353
8,845
7,450
864
531
1,427
1,184
243
159
490
12,274
285
12,559
2022
2021
Total fair
%
11%
70%
9%
−
−
−
−
−
4%
4%
98%
2%
100%
value
846
6,864
4,522
860
1,482
1,918
1,686
232
184
475
10,287
280
10,567
%
8%
67%
16%
−
−
−
−
−
2%
4%
97%
3%
100%
There is no plan asset for the health care plan. Loans to participants of pension plans are measured at amortized cost,
which is considered an appropriate estimate of fair value.
As of December 31, 2022, the investment portfolio included debentures of US$ 3 (US$ 6 in 2021), Company’s common
shares in the amount of US$ 1 (US$ 1 in 2021) and real estate properties leased by the Company in the amount of US$ 2
(US$ 243 in 2021).
d) Net expenses relating to benefit plans
Pension Plans
PPSP-R (*)
(33)
(424)
(457)
(469)
(399)
PPSP-NR (*)
(5)
(124)
(129)
(178)
(139)
Petros 2
(20)
(13)
(33)
(72)
(131)
Health Care
Plan
Saúde
Petrobras
(222)
(387)
(609)
(1,388)
1,672
Other
Total
Plans
(280)
−
(948)
−
(1,228)
−
(2,098)
9
1,001
(2)
Related to active employees (cost of sales and expenses)
Related to retirees (other income and expenses)
Net expenses for - 2022
Net expenses for - 2021
Net expenses for - 2020
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
17.3.3. Contributions
In 2022, the Company contributed with US$ 2,130 to the defined benefit plans (reducing the balance of obligations of
these plans, as presented in note 17.3.2), and with US$ 197 and US$ 2, respectively, to the defined contribution portions
of PP-2 and PP-3 plans (US$ 169 for PP-2 and US$ 1 for PP-3 in 2021).
For 2023, the expected contributions for the PPSP-R, PPSP-NR, PPSP-R pre-70 and PPSP-NR pre-70 plans, amounts to
US$ 423, and for PP-2 amounts to US$ 205, relating to the defined contribution portion.
The contribution to the defined benefit portion of the PP-2 is suspended between July 1, 2012 and March 31, 2023,
according to the decision of the Petros Foundation's Deliberative Council, based on the recommendation of actuarial
specialists of the Petros Foundation, since there is sufficient reserve to cover the value at risk. Thus, all contributions
made during this period are being allocated to the participant's individual account.
F-47
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
17.3.4. Expected future cash flows
The estimate below reflects only the expected future cash flows to meet the defined benefit obligation recognized at
the end of the reporting period.
2022
2021
Up to 1 Year
1 to 5 Years
6 to 10 Years
11 To 15 Years
Over 15 Years
Total
PPSP-R (*)
999
4,122
2,888
1,962
2,800
12,771
PPSP-NR (*)
354
1,437
973
622
733
Pension Plan
Petros 2
74
313
231
166
318
4,119
1,102
Health Care
Plan
301
1,149
1,275
1,012
2,076
5,813
(*) It includes the balance of PPSP-R pre-70 and PPSP-NR pre-70.
Other
Plans
Total
Total
−
−
−
−
−
−
1,728
7,021
5,367
3,762
5,927
1,520
6,150
4,615
3,193
4,969
23,805
20,447
17.3.5. Future payments to participants of defined benefit plans that are closed to new members
The following table provides the period during which the defined benefit obligation associated with these plans are
expected to continue to affect the Company's financial statements.
Number of years during which benefits must be paid to participants of
defined benefit plans.
PPSP-R
11.06
PPSP-R
Pré-70
PPSP-NR
PPSP-NR
Pré-70
6.59
10.37
7.14
17.3.6. Measurement uncertainties associated with the defined benefit obligation
The significant financial and demographic actuarial assumptions used to determine the defined benefit obligation are
presented in the following table:
F-48
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Assumptions
Nominal discount rate
(including inflation)(1)
Real discount rate
Nominal expected salary
growth (including inflation)
(2)
Expected changes in medical
and hospital costs (3)
PPSP-R
11.95%
6.16%
6.27%
PPSP-NR
11.95%
6.16%
PPSP-R
PPSP-NR
11.93%
6.15%
11.93%
6.15%
PP2
11.97%
6.18%
11.97%
6.18%
Pension Plans
Care Plan
6.16%
6.27%
6.16%
7.74%
n/a
2022
Health
n/a
n/a
n/a
n/a
n/a
9.87% a 3.25%
p.a.
Employees:
according to
pension plan
Assisted: Ex
Petros (Bidecr
2013)
Mortality table
Petros
Experience
(Bidecrem 2013)
Petros
Experiences
(Bidecrem 2020)
Petros
Experiences
(Bidecrem 2016)
Petros
Experiences
(Bidecrem 2020)
AT-2012 IAM
basic fem 10%
smoothed
Disability table
American group
American group
n/a
n/a
Disability
Experience PP-2
2022
Assets: PP-2:
Disability
Experience PP-2
2022
Assisted: n/a
Mortality table for disabled
participants
AT-49 male
AT-83 Basic by
gender
MI 2006, by
gender, 20%
smoothed
Petros
Experience 2014
IAPB-57
strong, 30%
smoothed
AT-49 male
Age of retirement
Male, 56 years /
Female, 55 years
Male, 58 years /
Female, 56 years
n/a
n/a
1st eligibility
Male, 56 years /
Female, 55 years
(1) Inflation reflects market projections: 5.45% for 2023 and converging to 3.25% in 2027 onwards.
(2) Expected salary growth only of Petrobras, the sponsor, based on the Salaries and Benefits Plan.
(3) Decreasing rate, converging in 30 years to the long-term expected inflation. Refers only to Petrobras (sponsor) rate.
F-49
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
2021
Health
Pension Plans
Care Plan
PPSP-R
PPSP-NR
PPSP-R Pre-70 PPSP-NR Pre-70
10.64%
5.40%
10.62%
5.38%
10.55%
5.32%
10.54%
5.31%
PP2
10.73%
5.49%
10.68%
5.44%
5.83%
5.63%
5.83%
5.63%
7.20%
n/a
n/a
n/a
n/a
n/a
n/a
Assumptions
Nominal discount rate
(including inflation)(1)
Real discount rate
Nominal expected salary
growth (including inflation)
(2)
Expected changes in medical
and hospital costs (3)
5.24% a 3.25%
p.a.
Employees:
according to
pension plan
Assisted: Ex
Petros (Bidecr
2013)
Álvaro Vindas
50% smoothed
Mortality table
Petros
Experience
(Bidecrem 2013)
Petros
Experiences
(Bidecrem 2020)
Petros
Experiences
(Bidecrem 2016)
Petros
Experiences
(Bidecrem 2020)
AT-2012 IAM
basic fem 10%
smoothed
Disability table
American group
American group
n/a
n/a
Álvaro Vindas
50% smoothed
Mortality table for disabled
participants
AT-49 male
AT-49 male
Age of retirement
Male, 56 years /
Female, 55 years
Male, 58 years /
Female, 56 years
MI 2006, by
gender, 20%
smoothed
Male, 56 years /
Female, 55 years
Petros
Experience 2014
Male, 58 years /
Female, 56 years
IAPB-57
strong, 10%
smoothed
1st eligibility
AT-49 male
Male, 56 years /
Female, 55 years
(1) Inflation reflects market projections: 4.97% for 2022 and converging to 3.25% in 2026 onwards.
(2) Expected salary growth only of Petrobras, the sponsor, based on the Salaries and Benefits Plan.
(3) Decreasing rate, converging in 30 years to the long-term expected inflation. Refers only to Petrobras (sponsor) rate.
The most significant assumptions are described in Note 4.3.
17.3.7. Sensitivity analysis of the defined benefit plans
The effect of a 100 basis points (bps) change in the discount rate and in the estimated future medical costs is set out
below:
Pension Obligation
Current Service cost and interest cost
Discount Rate
Expected changes in
medical and hospital costs
Pension Benefits
Medical Benefits
Medical Benefits
+100 bps
-100 bps
+100 bps
-100 bps
+100 bps
-100 bps
(1,474)
(24)
1,882
47
(602)
(46)
735
56
772
128
(176)
(26)
Accounting policy for post-employment defined benefits
Actuarial commitments related to post-employment defined benefit plans and health-care plans are recognized as
liabilities in the statement of financial position based on actuarial calculations which are revised annually by an
independent qualified actuary (updating for material changes in actuarial assumptions and estimates of expected
future benefits), using the projected unit credit method, net of the fair value of plan assets, when applicable, from
which the obligations are to be directly settled.
Under the projected credit unit method, each period of service gives rise to an additional unit of benefit entitlement
and each unit is measured separately to determine the final obligation. Actuarial assumptions include demographic and
financial assumptions, medical costs estimate, historical data related to benefits paid and employee contributions, as
set out in note 4 - Critical accounting policies: key estimates and judgments.
F-50
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Service cost are accounted for within the statement of income and comprises: (i) current service cost, which is the
increase in the present value of the defined benefit obligation resulting from employee service in the current period; (ii)
past service cost, which is the change in the present value of the defined benefit obligation for employee service in
prior periods, resulting from a plan amendment (the introduction, modification, or withdrawal of a defined benefit
plan) or a curtailment (a significant reduction by the entity in the number of employees covered by a plan); and (iii) any
gain or loss on settlement.
Net interest on the net defined benefit liability is the change during the period in the net defined benefit
liability that arises from the passage of time. Such interest is accounted for in the statement of income.
Remeasurement of the net defined benefit liability is recognized in shareholders’ equity, in other comprehensive
income, and comprises: (i) actuarial gains and losses and; (ii) return on plan assets, excluding net interest on the
net defined liability, net of defined benefit plan assets.
The Company also contributes to defined contribution plans, on a parity basis in relation to the employee's contribution,
that are expensed when incurred.
18. Provisions for legal proceedings, judicial deposits and contingent liabilities
18.1. Provisions for legal, administrative and arbitral proceedings
The Company recognizes provisions for legal, administrative and arbitral proceedings based on the best estimate of
the costs for which it is probable that an outflow of resources embodying economic benefits will be required and that
can be reliably estimated. These proceedings mainly include:
•
Labor claims, in particular: (i) several individual and collective labor claims; (ii) opt-out claims related to a review of
the methodology by which the minimum compensation based on an employee's position and work schedule
(Remuneração Mínima por Nível e Regime - RMNR) is calculated; and (iii) actions of outsourced employees.
• Tax claims including: (i) tax notices for alleged non-compliance with ancillary obligations; (ii) claims relating to
benefits previously taken for Brazilian federal tax credits applied that were subsequently alleged to be
disallowable; and (iii) claims for alleged non-payment of CIDE on imports of propane and butane.
• Civil claims, in particular: (i) lawsuits related to contracts; (ii) penalties applied by ANP, mainly relating to
production measurement systems; and (iii) litigation involving corporate conflicts.
• Environmental claims, specially: (i) fines relating to the Company’s offshore operation; (ii) fines relating to an
environmental accident in the State of Paraná in 2000; and (iii) public civil action for oil spill in 2004 in Serra do Mar
State Park, in the state of São Paulo.
Provisions for legal, administrative and arbitral proceedings are set out as follows:
Non-current liabilities
Labor claims
Tax claims
Civil claims
Environmental claims
Total
12.31.2022
737
466
1,504
303
3,010
12.31.2021
716
306
820
176
2,018
F-51
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Opening Balance
Additions, net of reversals
Use of provision
Revaluation of existing proceedings and interest charges
Others
Translation adjustment
Closing Balance
2022
2,018
1,072
(487)
273
(2)
136
3,010
2021
2,199
540
(715)
150
8
(164)
2,018
In preparing its consolidated financial statements for the year ended December 31, 2022, the Company considered all
available information concerning legal, administrative and arbitral proceedings in which the Company is a defendant, in
order to estimate the amounts of obligations and probability that outflows of resources will be required.
18.2. Judicial deposits
The Company make deposits in judicial phases, mainly to suspend the chargeability of the tax debt and to maintain its
tax compliance. Judicial deposits are set out in the table below according to the nature of the corresponding lawsuits:
Non-current assets
Tax
Labor
Civil
Environmental
Others
Total
Opening Balance
Additions
Use
Accruals and charges
Others
Translation adjustment
Closing Balance
12.31.2022
7,876
907
2,089
109
72
11,053
12.31.2021
5,790
796
1,275
101
76
8,038
2022
8,038
1,710
(115)
897
(9)
532
11,053
2021
7,281
1,145
(109)
263
3
(545)
8,038
18.3. Contingent liabilities
Contingent liabilities for which either the Company is unable to make a reliable estimate of the expected financial effect
that might result from resolution of the proceeding, or a cash outflow is not probable, are not recognized as liabilities
in the financial statements but are disclosed in the notes to the financial statements, unless the likelihood of any
outflow of resources embodying economic benefits is considered remote.
The estimates of contingent liabilities are indexed to inflation and updated by applicable interest rates. As of December
31, 2022, estimated contingent liabilities for which the possibility of loss is considered possible are set out in the
following table:
Nature
Tax
Labor
Civil - General
Civil - Environmental
Total
12.31.2022
32,094
8,272
7,548
1,257
12.31.2021
24,785
7,172
5,720
1,192
49,171
38,869
The tables below detail the main causes of tax, civil, environmental and labor nature, whose expectations of losses are
classified as possible:
F-52
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Description of tax matters
Plaintiff: Secretariat of the Federal Revenue of Brazil
1) Withholding income tax (IRRF), Contribution of Intervention in the Economic Domain (CIDE), Social Integration Program
(PIS) and Contribution to Social Security Financing (COFINS) on remittances for payments of vessel charters.
Current status: The claim about the incidence of withholding income tax (Imposto de Renda Retido na Fonte- IRRF) on
remittances for payments of vessel charters, occurred from 1999 to 2002, involves the legality of the normative rule issued
by the Federal Revenue of Brazil, which ensured no taxation over those remittances. The Company considers the likelihood
of loss as possible, since there are decisions from Superior Courts favorable to the Company, and will continue to defend
its opinion.
The other claims, concerning CIDE and PIS/COFINS, involve lawsuits in different administrative and judicial stages, for
which the Company understands there is a possible likelihood of loss, since there are legal predictions in line with the
position of the Company.
2) Income from foreign subsidiaries located outside Brazil not included in the computation of taxable income (IRPJ and
CSLL).
Current status: This claim involves lawsuits in different administrative and judicial stages. The Company considers the
likelihood of loss as possible, since there are decisions from Superior Courts favorable to the understanding of the
Company.
3) Requests to compensate federal taxes disallowed by the Brazilian Federal Tax Authority.
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, the Company obtained
favorable final decisions at CARF and new tax notices were issued.
4) Incidence of social security contributions over contingent bonuses paid to employees.
Current status: Awaiting defense judgment and appeals at the administrative and judicial levels.
5) Collection of Contribution of Intervention in the Economic Domain (CIDE) on transactions with fuel retailers and service
stations protected by judicial injunctions determining that fuel sales were made without gross-up of such tax.
Current status: This claim involves lawsuits in different judicial stages.
6) Deduction from the basis of calculation of taxable income (income tax - IRPJ and social contribution - CSLL) of several
expenses related to employee benefits.
Current status: The claim involves lawsuits in different administrative and judicial stages.
7) Income taxes (IRPJ and CSLL) - Capital gains and Amortization of goodwill on the acquisition of equity interests.
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, new tax notices were
issued against the Company.
8) Deduction of the PIS and COFINS tax base, including in ship or pay contracts and charters of aircraft and vessels.
Current status: The claims involve lawsuits in different administrative and judicial stages. In 2022, a new tax notice was
issued against the Company.
9) Collection of IRPJ and CSLL - Transfer price - Charter contracts
Current status: In one of the assessments, there was an unfavorable administrative decision. A voluntary appeal by
Petrobras is pending judgment. In 2022, a new tax notice was issued against the Company.
10) Import tax, PIS/COFINS and customs fines - Import of vessels through Repetro's Special Customs Regime.
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, a new tax notice was
issued against the Company.
11) Collection of Import tax (II), PIS/COFINS and customs fines including Petrobras as jointly liable.
Current status: In 2022, the Company received a new tax notice regarding the collection on joint liabilities of customs taxes
and fines arising from the import of goods under the Repetro regime, for use in the Frade consortium.
12) Customs – Fines of 1% and 5% on the Customs Value.
Fines imposed on the customs value of imported products due to information considered inaccurate in the import
declarations. There is a court decision unfavorable to the Company.
Current status: This claim involves lawsuits in different administrative and judicial stages.
13) Collection of PIS/COFINS – Incidences on Amnesties.
Current status: In 2022, the company received a new tax notice related to the collection of social contributions PIS/COFINS,
resulting from the tax transaction provided for in article 3 of the Federal Brazilian Law 13.586/2017.
Plaintiff: States of SP, RJ, BA, PA, AL, MA, PB, PE, AM and SE Finance Departments
14) VAT (ICMS) and VAT credits on internal consumption of bunker fuel and marine diesel, destined to chartered vessels.
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: States of RJ, AL, BA, PE, PA and RS Finance Departments
15) VAT (ICMS) on dispatch of liquid natural gas (LNG) and C5+ (tax document not accepted by the tax authority), as well
as challenges on the rights to this VAT tax credit.
F-53
Estimate
12.31.2022 12.31.2021
10,386
9,092
4,396
3,890
705
922
827
706
485
428
646
570
501
234
986
330
498
287
294
249
2,414
−
240
209
870
−
425
367
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: States of PE, RJ and PA Finance Departments
16) Alleged failure to write-down VAT (ICMS) credits related to zero tax rated or non-taxable sales made by the Company
and its customers.
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, new tax notices were
issued against the Company.
Plaintiff: States of RJ, AL, AM, PA, BA, GO, MA, SP and PE Finance Departments
17) Alleged failure to write-down VAT (ICMS) credits related to zero tax rated or non-taxable sales made by the Company
and its customers.
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: States of RJ, BA, PE, SE and AM Finance Departments
18) The plaintiff alleges that the transfers between branches, especially in RJ, without segregating VAT (ICMS), under the
special regime, reduced the total credits of the central department.
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: States of GO, RJ, PA, BA, SE, SP, PR, AM, CE, MT, RN and PE Finance Departments
19) Appropriation of ICMS credit on the acquisition of goods (products in general) that, in the understanding of the
inspection, would fit into the concept of material for use and consumption, being the tax credit undue.
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, new tax notices were
issued against the Company.
Plaintiff: States of RJ, PR, AM, BA, PA, PE, SP and AL Finance Departments
20) Incidence of VAT (ICMS) over alleged differences in the control of physical and fiscal inventories.
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, new tax notices were
issued against the Company.
Plaintiff: State of SP Finance Department
21) Deferral of payment of VAT (ICMS) taxes on B100 Biodiesel sales and the charge of a 7% VAT rate on B100 on Biodiesel
interstate sales, including states in the Midwest, North and Northeast regions of Brazil and the State of Espírito Santo.
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: States of RJ, SP, BA, PE, PR, SE and CE Finance Departments
22) Misappropriation of VAT tax credit (ICMS) on the acquisitions of goods that, per the tax authorities, are not related to
property, plant and equipment.
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: States of RJ, SP, BA, AL, PE, CE and AM Finance Departments
23) Misappropriation of VAT tax credit (ICMS) on the acquisitions of drills and chemicals used in the formulation of drilling
fluid, per the tax authorities.
Current status: This claim involves lawsuits in different administrative and judicial stages.
Plaintiff: Municipal government of Angra dos Reis/RJ
24) Added value of ICMS on oil import operations.
Current status: This claim involves lawsuits in several judicial stages. In 2022, judicial decisions favorable to the Company
were handed down in two lawsuits, by the Court of Justice of Rio de Janeiro. There is a Special Appeal filed by the
Municipality pending judgment.
Plaintiff: Several Municipalities
25) Alleged failure to withhold and pay tax on services (ISSQN).
Current status: There are lawsuits in different administrative and judicial stages.
Plaintiff: Municipal governments of the cities of Anchieta, Aracruz, Guarapari, Itapemirim, Marataízes, Linhares, Vila
Velha and Vitória
26) Alleged failure to withhold and pay tax on services provided offshore (ISSQN) in favor of some municipalities in the
State of Espírito Santo, under the allegation that the service was performed in their "respective coastal waters".
Current status: This claim involves lawsuits in different administrative and judicial stages. In 2022, the lawsuits were
reclassified to remote loss due to a decision favorable to the Company's thesis in the Court of Justice of Espírito Santo.
27) Other tax matters
Total for tax matters
842
746
440
110
916
788
929
800
687
569
799
446
263
232
478
417
486
422
347
289
223
201
−
1,916
32,094
1,071
1,505
24,785
F-54
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Description of labor matters
Plaintiff: Employees and Sindipetro Union of ES, RJ, BA, MG, SP, PE, PB, RN, CE, PI, PR and SC.
1) Actions requiring a review of the methodology by which the minimum compensation based on an employee's position
and work schedule (Remuneração Mínima por Nível e Regime - RMNR) is calculated.
Current status: The dispute is in the Federal Supreme Court (STF). On 07/28/2021, Petrobras filed an appeal and the
Minister Rapporteur decided favorably to the Company, reforming the decision of the Plenary of the Superior Labor Court
(TST) which was contrary to Petrobras. Currently, the judgment of the appeals filed by the plaintiff and by several amici
curiae is in progress, with 3 votes in favor of the Company, recognizing the merit of the collective bargaining agreement
signed between Petrobras and the unions. Considering that the last minister to vote requested a view, the trial was
suspended, and is juts pending the presentation of the vote by this last minister.
2) Other labor matters
Total for labor matters
Description of civil matters
Plaintiff: Agência Nacional de Petróleo, Gás Natural e Biocombustíveis - ANP and other agencies
1) Administrative and legal proceedings that discuss:
a) Difference in special participation and royalties in different fields;
b) Fines imposed by ANP due to alleged failure to comply with the minimum exploration activities program, as well as
alleged irregularities relating to compliance with oil and gas industry regulation. It also includes fines imposed by other
agencies.
Estimate
12.31.2022 12.31.2021
6,806
1,466
8,272
5,917
1,255
7,172
Estimate
12.31.2022 12.31.2021
Current status: The claims involve lawsuits in different administrative and judicial stages. In 2022, new tax notices were
issued against the Company.
1,980
1,197
Plaintiff: Agência Nacional de Petróleo, Gás Natural e Biocombustíveis - ANP
2) Proceedings challenging an ANP order requiring Petrobras to unite Tupi and Cernambi fields on the BM-S-11 joint
venture; to unite Baúna and Piracicaba fields; and to unite Tartaruga Verde and Mestiça fields, which would cause changes
in the payment of special participation charges.
Current status: This list involves claims that are disputed in court and in arbitration proceedings, as follows. In 2022, there
was an increase in the value, due to the judicial deposits that are made by Petrobras:
a) Tupi and Cernanbi: initially, the Company made judicial deposits for the alleged differences resulting from the special
participation. However, with the reversal of the favorable injunction, the payment of these alleged differences were made
directly to ANP, and such judicial deposits were resumed in the 2nd Quarter of 2019. Arbitration remains suspended by
court decision;
b) Baúna and Piracicaba: the Federal Regional Court of the Second Region upheld the suspension of arbitration. Petrobras
filed appeals with the Superior Courts.
c) Tartaruga Verde and Mestiça: The Company has authorization to make the judicial deposits relating to these fields. The
Regional Federal Court of the Second Region has the opinion that the Chamber of Arbitration has jurisdiction on this claim
and the arbitration is ongoing up to item 6 of the joint schedule (pre-hearing meeting) formulated by the parties.
Plaintiff: Agência Estadual de Regulação de Serviços Públicos de Energia, Transportes e Comunicações da Bahia
(AGERBA) and State Gas Companies
3) Public Civil Action (ACP) to discuss the alleged illegality of the gas supply made by the company to its Nitrogenated
Fertilizer Production Unit (FAFEN / BA).
Current status: The claims involve lawsuits in different administrative and judicial stages. In 2022, there was a decrease in
value due to agreements entered into by Petrobras.
Plaintiff: Several service providers
4) Claims related to goods and services supply contracts, with emphasis on discussions about economic and financial
imbalance, contractual breach, fines and early termination of contracts.
Current status: The claims involve lawsuits in different administrative and judicial stages. In 2022, there was an increase
in value due to new lawsuits and decisions unfavorable to Petrobras.
5) Several lawsuits of civil nature, with emphasis on those related to expropriation and easement of passage, civil liability
and portfolio management.
Total for civil matters
1,531
829
39
318
2,988
2,491
1,010
7,548
885
5,720
F-55
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Description of environmental matters
Plaintiff: Several authors, notably: Ministério Público Federal, Ministério Público Estadual do Paraná, AMAR -
Associação de Defesa do Meio Ambiente de Araucária, IAP - Instituto Ambiental do Paraná and IBAMA - Instituto
Brasileiro de Meio Ambiente e Recursos Naturais Renováveis.
1) Several lawsuits of an environmental nature, with emphasis on fines related to the company's operations and public civil
action for alleged environmental damage due to the sinking of Platform P-36.
Total for environmental matters
Estimate
12.31.2022 12.31.2021
1,257
1,257
1,192
1,192
18.4. Class action and related proceedings
18.4.1. Class action in the Netherlands
On January 23, 2017, Stichting Petrobras Compensation Foundation ("Foundation") filed a class action in the
Netherlands, at the District Court of Rotterdam, against Petróleo Brasileiro S.A. – Petrobras, Petrobras International
Braspetro B.V. (PIB BV), Petrobras Global Finance B.V. (PGF), Petrobras Oil & Gas B.V. (PO&G) and some former Petrobras
managers.
The Foundation alleges that it represents the interests of an unidentified group of investors and asserts that, based on
the facts revealed by the Lava-Jato Operation, the defendants acted illegally before the investors. Based on these
allegations, the Foundation is seeking a series of court declarations from the Dutch court.
On May 26, 2021, after previous intermediate decisions in which the Court decided that it has jurisdiction to judge the
majority of the seven requests made by the Foundation, the District Court of Rotterdam decided that the class action
must proceed and that the arbitration clause of Petrobras' bylaws does not prevent the Company's shareholders from
having access to the Dutch Judiciary and being represented by the “Foundation”. However, investors who have already
started arbitration against Petrobras or who are parties to legal proceedings in which the applicability of the arbitration
clause has been definitively recognized are excluded from the action.
In 2021 and 2022, the parties presented their arguments and defenses in writing regarding the merits of the claims and
the Court scheduled hearings for oral arguments, which took place on January 17 and 24, 2023. At these hearings, the
Court did not provide any indications as to the content of its decision on the merits of the case. The Court determined
that Petrobras and the other defendants may present additional statements on February 22, 2023, after which the Court
intends to issue a sentence on July 26, 2023. Such deadline is indicative and the decision may be postponed or
anticipated.
This class action concerns complex issues and the outcome is subject to substantial uncertainties, which depend on
factors such as: the scope of the arbitration clause of the Petrobras Statute, the jurisdiction of the Dutch courts, the
scope of the agreement that ended the Class Action in the United States, the Foundation's legitimacy to represent the
interests of investors, the several laws applicable to the case, the information obtained from the production phase of
evidence, the expert analyses, the timetable to be defined by the Court and the judicial decisions on key issues of the
process, possible appeals, including before the Dutch Supreme Court, as well as the fact that the Foundation seeks only
a declaratory decision in this class action. It is currently not possible to predict whether the Company will be liable for
the effective payment of damages in any future individual claims, as this analysis will depend on the outcome of these
complex procedures. In addition, it is not possible to know which investors will be able to bring subsequent individual
actions related to this matter against Petrobras.
Furthermore, the claims formulated are broad, cover a multi-year period and involve a wide variety of activities and, in
the current scenario, the impacts of such claims are highly uncertain. The uncertainties inherent in all of these issues
affect the value and duration of final resolution of this action. As a result, Petrobras is unable to estimate an eventual
loss resulting from this action. However, Petrobras reiterates its condition as a victim of the corruption scheme revealed
by the Lava-Jato operation and intends to present and prove this condition before the Dutch court.
F-56
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Considering the uncertainties, it is not possible to make any reliable assessment regarding possible risks related to this
litigation. The eventual indemnification for the alleged damages will only be determined by judicial decisions in later
actions to be brought by individual investors. The Foundation cannot claim compensation for damages within the scope
of the class action, since the final decision will be merely declaratory.
The Company deny the allegations made by the Foundation and intend to defend itself vigorously.
18.4.2. Arbitration in Argentina
On September 11, 2018, Petrobras was served of an arbitral claim filed by Consumidores Financieros Asociación Civil
para su Defensa ("Association") against the Company and other individuals and legal entities, before the “Tribunal de
Arbitraje General de la Bolsa de Comercio de Buenos Aires”. Among other issues, the Association alleges Petrobras'
liability for a supposed loss of market value of Petrobras' shares in Argentina, due to proceedings related to Lava Jato
investigation.
On June 14, 2019, the Chamber of Arbitration recognized the withdrawal of the arbitration due to the fact that the
Association had not paid the arbitration fee within the established period. The Association appealed to the Argentine
Judiciary against this decision, which was rejected on November 20, 2019. The Association filed a new appeal addressed
to the Argentine Supreme Court, pending a final decision.
The Company deny the allegations presented by the Association and intends to defend itself vigorously.
18.4.3. Other legal proceedings in Argentina
Petrobras was included as a defendant in criminal actions in Argentina:
• Criminal action for alleged non-compliance with the obligation to publish “press release” in Argentina about the
existence of a class action filed by the Association before the Commercial Court, according to the provisions of the
Argentine capital market law. Petrobras was never mentioned in the scope of the referred collective action.
Petrobras presented procedural defenses in the criminal action but some of them have not yet been judged by the
court. On March 4, 2021, the Court (Room A of the Economic Criminal Chamber) decided that the jurisdiction for
the trial of this criminal action should be transferred from the Criminal Economic Court No. 3 of the city of Buenos
Aires to the Criminal Economic Court No. 2 from that same city;
• Criminal action related to an alleged fraudulent offer of securities, when Petrobras allegedly declared false data in
its financial statements prior to 2015. Petrobras presented preliminary defense on the merits, which has not yet
been considered by the judge, in addition to procedural defenses, which are currently subject of appeals in
Argentine courts. On October 21, 2021, after an appeal by the Association, the Court of Appeals revoked the lower
court decision that had recognized Petrobras' immunity from jurisdiction and recommended that the lower court
take some steps to certify whether the Company could be considered criminally immune in Argentina for further
reassessment of the issue. Petrobras appealed against this decision before the Court of Cassation, and the
Company's appeal was denied. After the lower court denied Petrobras immunity from jurisdiction, the Company
appealed to the Court. On December 27, 2022, the Court again considered the first instance decision premature,
determining that a third one be issued, still pending. On another procedural front, on September 14, 2022, the
decision that had recognized that the Association could not act as a representative of financial consumers was
reformed by the Court of Cassation after an appeal by the Association. On November 2, 2022, Petrobras filed an
appeal against this decision before the Argentine Supreme Court, which is still pending judgment. This criminal
action is pending before the Criminal Economic Court No. 2 of the city of Buenos Aires.
18.4.4. Lawsuit in the United States related to Sete Brasil Participações S.A. ("Sete")
In February 2016, EIG Management Company, LLC and certain affiliated funds (collectively referred to as “EIG”) filed a
claim in the District Court for the District of Columbia in Washington, D.C. regarding the indirect purchase of equity
interests in Sete Brasil, a company created to build platforms with high local content. In this process, EIG claims that
F-57
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Petrobras would have induced the plaintiffs to invest in Sete Brasil and that it was one of those responsible for the
financial crisis of Sete, which filed for judicial recovery in Brazil.
In 2017, the District Court denied the summary filing request submitted by Petrobras and decided that the process
should proceed to the evidence production phase. There was the filing of appeals by Petrobras, and this appeal phase
lasted until January 16, 2020, when the decision of the Court of the District of Columbia became final. During 2020, the
parties engaged in extensive exchanges of documents and other documentary evidence. The parties also heard the
testimonies of several witnesses to the events. In 2021, in addition to the continuity of such hearings, expert evidence
was produced, as well as the parties submitted requests for the case to be judged summarily (motion for summary
judgment).
On August 8, 2022, the judge upheld EIG's claim as to Petrobras' responsibility for the alleged losses, which are recorded
in the third quarter of 2022 as provisions for legal proceedings, but denied the motion for summary judgment with
respect to damages, whereby the award of compensation will be subject to the proof of damages by EIG at a hearing
and to the consideration of the defenses by the Company. In the same decision, the judge denied the request to dismiss
the case based on Petrobras' immunity from jurisdiction, which is why an appeal was filed with the Federal Court of
Appeals for the District of Columbia.
On August 26, 2022, a request was filed by Petrobras for the action to be suspended until the judgment of the appeal,
and such suspension was granted by the judge on October 26, 2022.
On August 26, 2022, the District Court of Amsterdam granted a precautionary measure to block certain Petrobras assets
in the Netherlands, at the request of EIG.. The decision was based on that rendered precautionary measure by the
District Court of the District of Columbia, on August 8, 2022, and was intended to ensure the satisfaction of EIG's claims
contained in the aforementioned US lawsuit. For the purpose of this injunction alone, the District Court of Amsterdam
limited EIG's claims to a total of US$ 297.2, although the US Court ruled that any award of damages would depend on
evidence of damages by EIG at a trial hearing. There are some discussions about the scope of the assets blocked by EIG,
but there is no related lawsuit pending in the Netherlands. This precautionary block does not prevent Petrobras and its
subsidiaries from complying with their obligations to third parties.
18.5. Arbitrations in Brazil
Petrobras is also currently a party to seven arbitrations proceedings before the Market Arbitration Chamber (Câmara
de Arbitragem do Mercado - CAM), linked to the Brazilian Stock Exchange (B3), brought by investors who purchased
Petrobras’ shares traded on B3. Six of these arbitrations were initiated by national and foreign investors. The other
proceeding was brought by an association that is not a shareholder of the Company and intends to be a collective
arbitration, through representation of all minority shareholders of Petrobras that acquired shares on B3 between
January 22, 2010 and July 28, 2015. Investors claim alleged financial losses caused by facts uncovered in the Lava Jato
investigation.
These claims involve complex issues that are subject to substantial uncertainties and depend on a number of factors
such as the novelty of the legal theories, the timing of the Chamber of Arbitration decisions, the information produced
in discovery and analysis by retained experts.
Moreover, the claims asserted are broad and span a multi-year period. The uncertainties inherent in all such matters
affect the amount and timing of their ultimate resolution. As a result, the Company is unable to make a reliable estimate
of eventual loss arising from such arbitrations.
Depending on the outcome of these complaints, the Company may have to pay substantial amounts, which may have a
significant effect on its consolidated financial position, financial performance and cash flows in a certain period.
However, Petrobras does not recognize responsibility for the losses alleged by investors in these arbitrations.
Most of these arbitrations are still in the preliminary stages and a final decision is not expected in the near future.
However, in relation to one of the arbitrations, proposed by two institutional investors, on May 26, 2020, a partial arbitral
F-58
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
award was issued indicating the Company's responsibility, but not determining the payment of amounts by Petrobras,
nor ending the procedure. This arbitration, as well as the other arbitrations in progress, are confidential and the partial
arbitral award - which does not represent a CAM position, but only of the three arbitrators that make up this arbitration
panel - does not extend to the other ongoing arbitrations.
On July 20, 2020, Petrobras filed a lawsuit for the annulment of this partial arbitral award, as the Company understands
that the award contains serious flaws and improprieties. On November 11, 2020, the 5th Business Court of Rio de Janeiro
annulled the partial arbitration award, due to these serious flaws and improprieties pointed out by Petrobras. The
appeals against this decision are still pending judgement. In compliance with CAM rules, the lawsuit is confidential and
only available to those involved in the original arbitration proceeding. Petrobras will continue to defend itself in this
and other arbitrations.
In the year ended December 31, 2022, there were no events that changed the assessment and information on
arbitrations in Brazil.
18.6. Tax recoveries under dispute - Compulsory Loan - Eletrobrás
The Brazilian Federal Government, aiming to finance the expansion of the national electricity system, established the
compulsory loan that lasted until 1993 in favor of Eletrobrás, which was the operator of this system. The loan was
charged to consumers' electricity bills.
In 2010, the Company filed a lawsuit to recognize its right to receive the differences in monetary correction and interest
on a compulsory loan from Eletrobrás, in relation to the third conversion of Eletrobrás shares, in the period from 1987
to 1993.
In December 2022, the court issued a final decision in favor of the Company in relation to the merits of the case.
Currently, it is at the beginning of the execution phase, when the Company's credit will be determined and settled.
Considering that legal discussions are still pending regarding the methodology for calculating, the Company is still
unable to estimate the amount of the contingent asset.
18.7. Lawsuits brought by natural gas distributors and others
In 2022, Petrobras entered into agreements with CEGÁS, SC GÁS and ES GÁS, with the aim of putting an end to existing
litigation and pacifying controversial issues regarding the price of natural gas supplied, based on the current economic
conditions of the natural gas market. Regarding ES GÁS, the new gas purchase and sale agreements were signed and
became effective in February 2023. In relation to the State of Minas Gerais, the matter remains in court, however the
gas price collection continues to be carried out in accordance with the current Contract signed between Petrobras and
GASMIG.
The sale of gas by Petrobras, in the state of Rio de Janeiro, has been taking place under the terms of the injunctions
granted, observing the conditions of the gas supply contracts that would end on December 31, 2021 but had their terms
extended by these injunctions.
In the state of Sergipe, the sale of gas has been taking place under the terms of the injunction granted in a legal
proceeding that is under justice secrecy.
Accounting policy for provisions for legal, administrative and arbitral proceedings, contingent liabilities and
contingent assets
Provisions are recognized when: (i) the Company has a present obligation as a result of a past event; (ii) it is probable
that an outflow of resources embodying economic benefits will be required to settle the obligation, and (iii) the amount
of the obligation can be reliably estimated.
F-59
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Contingent liabilities are not recognized but are disclosed in explanatory notes when the likelihood of outflows is
possible, including those whose amounts cannot be estimated, considering the best information available to the date
of the issuance of these financial statements.
The methodology used to estimate the provisions is described in note 4.4.
Contingent assets are not recognized, but are disclosed in explanatory notes when the inflow of economic benefits is
considered probable and the amount is considered material. However, if the inflow of economic benefits is virtually
certain, which, in general, considers the final and unappealable decision, and if the value can be reliably measured, the
related asset is not a contingent asset anymore and it is recognized.
19. Provision for decommissioning costs
The following table details the amount of the provision for decommissioning costs by producing area:
Onshore
Shallow waters
Deep and ultra-deep post-salt
Pre-salt
Changes in the provision for decommissioning costs are presented as follows:
Non-current liabilities
Opening balance
Adjustment to provision
Transfers related to liabilities held for sale
Use of provisions
Interest accrued
Others
Translation adjustment
Closing balance
12.31.2022
418
4,399
9,988
3,795
12.31.2021
873
3,732
8,420
2,594
18,600
15,619
2022
15,619
3,484
(1,258)
(854)
476
(5)
1,138
18,600
2021
18,780
(1,186)
(704)
(730)
723
5
(1,269)
15,619
The provision associated with divestment projects of E&P assets classified as held for sale was transferred to liabilities
related to assets classified as held for sale. In 2022, it refers to: the Potiguar groups of fields, in Rio Grande do Norte
state; the Albacora Leste Field, in Rio de Janeiro; Golfinho, Camarupim and Norte Capixaba groups of fields, in the state
of Espírito Santo, as set out in note 30. In 2021, it included transfers to held for sale mainly related to: Alagoas groups
of fields, Papa-Terra Field, Peroá Group, Miranga Group and Búzios fields.
Accounting policy for decommissioning costs
The initial recognition of legal obligations to remove equipment and restore land or sea areas at the end of operations
occurs after the declaration of commercial feasibility of an oil and gas field. The calculations of the cost estimates for
future environmental removals and recoveries are complex and involve significant judgments (as set out in note 4.5).
The estimates of decommissioning costs are reviewed annually based on current information on expected costs and
recovery plans. When the revision of the estimates results in an increase in the provision for decommissioning costs,
there is a corresponding increase in assets. Otherwise, in the event that a decrease in the liability exceeds the carrying
amount of the asset, the excess shall be recognized immediately in profit or loss, within other income and expenses.
F-60
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
20. Other Assets and Liabilities
Assets
Escrow account and/ or collateral
Advances to suppliers
Prepaid expenses
Derivatives transactions
Assets related to E&P partnerships
Others
Current
Non-Current
Liabilities
Obligations arising from divestments
Contractual retentions
Advances from customers
Provisions for environmental expenses, R&D and fines
Other taxes
Unclaimed dividends
Derivatives transactions
Various creditors
Others
Current
Non-Current
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(d)
12.31.2022
12.31.2021
1,087
1,561
363
54
71
194
3,330
1,777
1,553
961
308
297
31
262
201
2,060
1,573
487
12.31.2022
12.31.2021
1,355
1,106
601
906
674
293
241
147
95
661
4,973
3,001
1,972
521
606
568
143
81
282
84
634
4,025
1,875
2,150
The following references detail the nature of the operations that make up the balances of other assets and liabilities:
a) Amounts deposited for payment of obligations related to the finance agreement with China Development Bank, as
well as margin in guarantee for futures and over-the-counter derivatives. In addition, there are amounts in investment
funds from escrow accounts related to divestment of TAG and NTS.
b) Amounts whose compensation must be made by supplying materials or providing services contracted with these
suppliers.
c) Spending on platform charters and equipment rentals when the start of operations has been postponed due to legal
requirements or to the need for technical adjustments.
d) Fair value of open positions and transactions closed but not yet settled.
e) Cash and amounts receivable from partners in E&P consortia operated by Petrobras.
f) Provisions for contractual indemnities and financial reimbursements assumed by Petrobras to be made to the
acquirer, referring to abandonment costs of divested assets. The settlement of these provisions follows
decommissioning schedules, with payments beginning between two and three months after the date expected for the
execution of operations, according to the contractual terms for reimbursement of abandonment of the respective oil
fields.
F-61
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
g) Retained amounts from obligations with suppliers to guarantee the execution of the contract, accounted for when
the obligations with suppliers are due. Contractual retentions will be paid to suppliers at the end of the contract, upon
issuance of the contract termination term.
h) Amounts related to the advances or cash receipt from third parties, related to the sale of products or services.
i) Accrued amounts for environmental compensation assumed by the Company in the course of its operations and
research projects.
j) Non-current portion of other taxes (see note 16).
k) Dividends made available to shareholders and not paid due to the existence of pending registration issues for which
the shareholders are responsible with the custodian bank for the shares and with Petrobras, according to note 33.
Accounting policy for other assets and liabilities
The accounting recognition of obligations arising from divestment is at present value, using a risk-free discount rate,
adjusted to the company's credit risk, being the best estimate of the disbursement required to settle the present
obligation on the statement of financial position date. The obligations are subject to significant changes as activity
execution schedules are updated and detailed by buyers.
21. The “Lava Jato (Car Wash) Operation” and its effects on the Company
The Company has monitored the progress of investigations under the “Lava Jato” Operation and, in the preparation of
these annual consolidated financial statements for the the year ended December 31, 2022, did not identify any
additional information that would affect the adopted calculation methodology to write off, in the third quarter of 2014,
amounts overpaid for the acquisition of property, plant and equipment. The Company will continue to monitor these
investigations for additional information in order to assess their potential impact on the adjustment made.
In addition, the Company has fully cooperated with the Brazilian Federal Police (Polícia Federal), the Brazilian Public
Prosecutor’s Office (Ministério Público Federal), the Federal Auditor’s Office (Tribunal de Contas da União – TCU) and
the General Federal Inspector’s Office (Controladoria Geral da União) in the investigation of all crimes and irregularities.
During 2022, new leniency and plea agreements entitled the Company to receive funds with respect to compensation
for damages, in the amount of US$ 96 (US$ 235 in 2021), accounted for as other income and expenses. Thus, the total
amount recovered from Lava Jato investigation through December 31, 2022 was US$ 1,618.
21.1. Investigations involving the Company
21.1.1. Order of civil inquiry - Brazilian Public Prosecutor’s Office
On December 15, 2015, the State of São Paulo Public Prosecutor’s Office issued the Order of Civil Inquiry 01/2015,
establishing a civil proceeding to investigate the existence of potential damages caused by Petrobras to investors in
the Brazilian stock market. The Brazilian Attorney General’s Office (Procuradoria Geral da República) assessed this civil
proceeding and determined that the São Paulo Public Prosecutor’s Office has no authority over this matter, which must
be presided over by the Brazilian Public Prosecutor’s Office. In May 2022, Petrobras took notice that the proceeding was
closed in February 2021.
22. Commitment to purchase natural gas
The Gas Supply Agreement (GSA) entered into with Petrobras and Yacimientos Petroliferos Fiscales Bolivianos - YPFB
was initially effective until December 31, 2019. In addition, according to agreement provision, after December 31, 2019,
the GSA was automatically extended until the entire volume contracted is delivered by YPFB and withdrawn by
Petrobras. On March 6, 2020, by means of a contractual amendment, Petrobras and YPBF changed the daily contracted
F-62
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
quantity (QDC) from 30.08 million m³ per day to 20 million m³ per day, which became effective as from March 11, 2020.
On August 5, 2022, through a new contractual amendment, Petrobras and YPBF once again modified the GSA, adjusting,
among other aspects, the minimum supply and payment commitments, which changed from annual constant to
monthly seasonal. Furthermore, the aforementioned contracted volume was consolidated and updated.
Thus, as of December 31, 2022, the total amount of the GSA for 2023, corresponding to the delivery obligation of YPFB,
is nearly 5.76 billion m³ of natural gas (equivalent to 15.77 million m³ per day), corresponding to a total estimated value
of US$ 1.51 billion.
Based on the aforementioned extension clause, the Company expects purchases to continue through January 2026,
considering the withdrawal based on the Daily Quantity Guaranteed by YPFB, which means the maximum volume
contracted every day, ranging from 8 million m³ per day to 20 million m³ per day (on a monthly basis), representing an
estimated additional amount of US$ 3.81 billion, from January 2023 to January 2026.
If the withdrawal occurs based on the Daily Quantity Guaranteed by Petrobras (take-or-pay), ranging from 5.6 million
m³ per day to 14 million m³ per day (on a monthly basis), there will be an additional extension until May 2028,
representing an estimated additional total value of US$ 3.47 billion from January 2023 to May 2028.
23. Property, plant and equipment
23.1. By class of assets
Balance at January 1, 2022
Cost
Accumulated depreciation and impairment (****)
Additions
Decommissioning costs - Additions to / review of
estimates
Capitalized borrowing costs
Signature Bonuses Transfers (*****)
Write-offs
Transfers (******)
Transfers to assets held for sale
Depreciation, amortization and depletion
Impairment recognition (note 25)
Impairment reversal (note 25)
Translation adjustment
Balance at December 31, 2022
Cost
Accumulated depreciation and impairment (****)
Land,
buildings
and
improvement
2,383
4,080
(1,697)
−
Equipment and
other assets (*)
53,126
98,085
(44,959)
841
Assets under
construction
(**)
16,922
25,954
(9,032)
7,525
Exploration
and
development
costs (***)
35,847
61,906
(26,059)
48
Right-of-
use assets
17,052
26,382
(9,330)
7,126
−
−
−
(20)
130
(27)
(88)
−
−
160
2,538
4,343
(1,805)
−
−
−
(746)
5,162
(1,874)
(4,746)
(693)
223
3,854
55,147
105,429
(50,282)
−
1,021
−
(2,152)
(8,611)
(410)
−
(605)
15
1,133
14,838
23,938
(9,100)
3,269
−
1,177
(667)
3,617
(1,976)
(5,306)
(142)
52
2,515
38,434
67,581
(29,147)
−
−
−
(1,469)
2
(140)
(4,478)
(13)
−
1,132
19,212
29,670
(10,458)
Total
125,330
216,407
(91,077)
15,540
3,269
1,021
1,177
(5,054)
300
(4,427)
(14,618)
(1,453)
290
8,794
130,169
230,961
(100,792)
F-63
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Balance at January 1, 2021
Cost
Accumulated depreciation and impairment (****)
Additions
Decommissioning costs - Additions to / review of
estimates
Capitalized borrowing costs
Signature Bonuses Transfers (****)
Write-offs
Transfers (******)
Transfers to assets held for sale
Depreciation, amortization and depletion
Impairment recognition
Impairment reversal
Translation adjustment
Balance at December 31, 2021
Cost
Accumulated depreciation and impairment (****)
3,043
5,450
(2,407)
−
−
−
−
(38)
(295)
(53)
(97)
−
−
(177)
2,383
4,080
(1,697)
58,680
107,199
(48,519)
1,650
−
−
−
(588)
2,934
(2,776)
(4,235)
(377)
1,796
(3,958)
53,126
98,085
(44,959)
15,443
27,544
(12,101)
5,761
−
971
−
(599)
(3,160)
(575)
−
(1)
114
(1,032)
16,922
25,954
(9,032)
31,166
60,902
(29,736)
5
(1,069)
−
11,629
(1,645)
1,781
(822)
(4,342)
(27)
1,879
(2,708)
35,847
61,906
(26,059)
15,869
23,780
(7,911)
6,954
−
−
−
(279)
3
(14)
(4,281)
(4)
34
(1,230)
17,052
26,382
(9,330)
124,201
224,875
(100,674)
14,370
(1,069)
971
11,629
(3,149)
1,263
(4,240)
(12,955)
(409)
3,823
(9,105)
125,330
216,407
(91,077)
(*) It is composed of production platforms, refineries, thermoelectric power plants, natural gas processing plants, pipelines, and other operating, storage and
production plants, including subsea equipment for the production and flow of oil and gas, depreciated based on the units of production method.
(**) See note 12 for assets under construction by operating segment.
(***) It is composed of exploration and production assets related to wells, abandonment and dismantling of areas, signature bonuses associated with proved reserves
and other costs directly associated with the exploration and production of oil and gas (oil and gas production properties).
(****) In the case of land and assets under construction, it refers only to impairment losses.
(*****) Transfer from intangible assets related to Atapu, Sepia and Itapu fields in 2022 (related to Búzios in 2021).
(*****) It includes mainly transfers between classes of assets and transfers from advances to suppliers.
The investments made by the company in 2022 were mainly for the development of oil and natural gas field production,
primarily in the pre-salt (Búzios, Mero, Tupi, Itapu, among others), including the contracting of new leases.
23.2. Estimated useful life
The useful life of assets depreciated by the linear method are shown below:
Asset
Buildings and improvement
Equipment and other assets
Exploration and development costs
Right-of-use
Weighted average useful life in years
40 (25 to 50)
20 (3 to 31) (except assets by the units of production method)
Units of production method
8 (2 to 47)
The estimated useful life of buildings and improvements, equipment and other assets is as follows:
Estimated useful life
5 years or less
6 - 10 years
11 - 15 years
16 - 20 years
21 - 25 years
25 - 30 years
30 years or more
Units of production method
Total
Buildings and improvements
Equipment and other assets
Buildings and improvements, equipment and other assets
Cost
4,762
8,316
5,442
27,705
30,195
11,727
4,600
16,907
109,654
4,225
105,429
Accumulated
depreciation
Balance at
December 31, 2022
(3,894)
(6,288)
(1,767)
(16,590)
(7,709)
(3,480)
(1,855)
(10,498)
(52,081)
(1,799)
(50,282)
868
2,028
3,675
11,115
22,486
8,247
2,745
6,409
57,573
2,426
55,147
F-64
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
23.3. Right-of-use assets
The table below shows the split by type of asset and readjustment clauses with possible impacts on accumulated
depreciation and impairment, as follows:
Balance at December 31, 2022
Cost
Accumulated depreciation and impairment
Without contractual readjustment clauses
With contractual readjustment clauses - Brazil
With contractual readjustment clauses – abroad
Balance at December 31, 2021
Cost
Accumulated depreciation and impairment
Without contractual readjustment clauses
With contractual readjustment clauses - Brazil
With contractual readjustment clauses – abroad
Platforms
Vessels
Properties
9,211
12,604
(3,393)
−
(3,393)
−
9,840
13,362
(3,522)
−
(3,522)
−
8,254
14,788
(6,534)
(5,322)
(218)
(994)
5,997
11,267
(5,270)
(4,375)
(196)
(699)
1,747
2,278
(531)
(64)
−
(467)
1,215
1,753
(538)
(97)
−
(441)
Total
19,212
29,670
(10,458)
(5,386)
(3,611)
(1,461)
17,052
26,382
(9,330)
(4,472)
(3,718)
(1,140)
Accounting policy for property, plant and equipment
Property, plant and equipment are measured at the cost of acquisition or construction, including all costs necessary to
bring the asset to working condition for its intended use and the estimated cost of dismantling and removing the asset
and restoring the site, reduced by accumulated depreciation and impairment losses.
A condition for continuing to operate certain items of property, plant and equipment, such as industrial plants, offshore
plants and vessels is the performance of regular major inspections and maintenance. Those expenditures are
capitalized if a maintenance campaign is expected to occur, at least, 12 months later. Otherwise, they are expensed
when incurred. The capitalized costs are depreciated over the period through the next major maintenance date.
Spare parts are capitalized when they are expected to be used during more than one period and can only be used in
connection with an item of property, plant and equipment, and are depreciated over the useful life of the item of
property, plant and equipment to which they relate.
Borrowing costs directly attributable to the acquisition or construction of qualifying assets are capitalized as part of
the costs of these assets.
General borrowing costs are capitalized based on the Company’s weighted average cost of borrowings outstanding
applied over the balance of assets under construction.
In general, the Company suspends capitalization of borrowing to the extent investments in a qualifying asset hibernates
during a period greater than one year or whenever the asset is prepared for its intended use.
Assets directly associated to the production of oil and gas in a contracted area whose useful lives are not less than
the life of the field (reserve exhaustion time), including rights and concessions such as signature bonus, are depleted
by the unit-of-production method.
The unit-of-production method of depreciation (amortization) is computed based on the monthly production volume
over the proved developed oil and gas reserves, except for signature bonuses for which unit of production method
takes into account the monthly production over the total proved oil and gas reserves on a field-by-field basis.
Assets related to oil and gas production with useful lives shorter than the life of the field; floating platforms and other
assets unrelated to oil and gas production are depreciated on a straight-line basis over their useful lives, which are
reviewed annually. Note 23.2 provides further information on the estimated useful life by class of assets. Lands are not
depreciated.
F-65
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Right-of-use assets are presented as property, plant and equipment and, according to the useful lives of their
respective underlying assets and the characteristics of lease agreements (term, asset transfer or exercise of call option),
are depreciated using the straight-line method based on contractual terms.
23.4. Oil and Gas fields operated by Petrobras returned to ANP
In 2022, the following oil and gas fields were returned to ANP: Anequim, Congro, Corvina, Garoupa, Garoupinha, Malhado,
Namorado, Parati and Viola. These fields were returned to ANP mainly due to their economic unfeasibility and, as a
consequence, the Company wrote off the amount of US$ 619 in addition to impairments recognized in prior years.
In 2021, the following oil and gas fields were returned to ANP: Bijupirá, Lagosta, Merluza e Salema. These fields were
returned to ANP mainly due to their economic unfeasibility and, as a consequence, the Company wrote off the amount
of US$ 27 in addition to impairments recognized in prior years.
In 2020, the following oil and gas fields were returned to ANP: Agulha, Caioba, Camorim, Dourado, Guaricema, Piranema,
Piranema Sul, Salgo e Tatuí. These fields were returned to ANP mainly due to their economic unfeasibility and, as a
consequence, the Company wrote off the amount of US$ 12 in addition to impairments recognized in prior years.
23.5. Capitalization rate used to determine the amount of borrowing costs eligible for
capitalization
The capitalization rate used to determine the amount of borrowing costs eligible for capitalization was the weighted
average of the borrowing costs applicable to the borrowings that were outstanding during the period, other than
borrowings made specifically for the purpose of obtaining a qualifying asset. For the year ended December 31,2022, the
capitalization rate was 6.55% p.a. (6.17% p.a. for the year ended December 31, 2021).
F-66
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
24.
Intangible assets
24.1. By class of assets
Balance at January 1, 2022
Cost
Accumulated amortization and impairment
Addition
Capitalized borrowing costs
Write-offs
Transfers
Signature Bonuses Transfers (**)
Amortization
Impairment recognition
Translation adjustment
Balance at December 31, 2022
Cost
Accumulated amortization and impairment
Estimated useful life in years
Balance at January 1, 2021
Cost
Accumulated amortization and impairment
Addition
Capitalized borrowing costs
Write-offs
Transfers
Signature Bonuses Transfers (**)
Amortization
Impairment reversal
Translation adjustment
Balance at December 31, 2021
Cost
Accumulated amortization and impairment
Rights and
Concessions (*)
2,695
2,744
(49)
898
−
(12)
(11)
(1,177)
(4)
−
134
2,523
2,578
(55)
(***)
14,714
14,803
(89)
106
−
(12)
(94)
(11,629)
(6)
−
(384)
Software
308
1,321
(1,013)
181
11
(6)
(1)
−
(73)
(1)
20
439
1,560
(1,121)
5
210
1,245
(1,035)
165
5
(3)
3
−
(54)
1
(19)
Goodwill
22
22
−
−
−
−
−
−
−
−
2
24
24
−
Indefinite
24
24
−
−
−
−
−
−
−
−
(2)
2,695
2,744
(49)
(***)
308
1,321
(1,013)
5
22
22
−
Indefinite
Total
3,025
4,087
(1,062)
1,079
11
(18)
(12)
(1,177)
(77)
(1)
156
2,986
4,162
(1,176)
14,948
16,072
(1,124)
271
5
(15)
(91)
(11,629)
(60)
1
(405)
3,025
4,087
(1,062)
Estimated useful life in years
(*) It comprises mainly signature bonuses (amounts paid in concession contracts for oil or natural gas exploration and production sharing), in addition to public service
concessions, trademarks and patents and others.
(**) Transfer to PP&E relating to Sépia, Atapu and Itapu in 2022 (Búzios in 2021).
(***) Mainly composed of assets with indefinite useful lives, which are reviewed annually to determine whether events and circumstances continue to support an
24.2. ANP Bidding Result
Sudoeste de Sagitário, Água Marinha e Norte de Brava Blocks - 1st Cycle of Permanent Offer for Production Sharing
On December 16, 2022, Petrobras acquired the right to explore and produce oil and natural gas in Sudoeste de Sagitário,
Água Marinha and Norte de Brava blocks in the 1st Cycle of Permanent Offer for Production Sharing, carried out by the
ANP. The total amount of signature bonuses to be paid by Petrobras is US$ 140 (R$ 729 million), which the Company
expects to pay in the first quarter of 2023, to be accounted for as intangible assets.
The Sudoeste de Sagitário block was acquired with Shell Brasil, which will have a 40% interest, while Petrobras will be
the operator with a 60% interest.
F-67
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The Água Marinha block was acquired in partnership with TotalEnergies EP (30%), Petronas (20%), and QatarEnergy
(20%), while Petrobras will be the operator with a 30% interest.
The Norte de Brava block was entirely acquired by Petrobras.
24.3. Surplus volumes of Transfer of Rights Agreement
Atapu and Sépia
On April 27, 2022, Petrobras signed the Production Sharing Contract for the surplus volume of the Transfer of Rights
Agreement related to the Atapu field, in partnership with Shell Brasil Petróleo Ltda (Shell, 25%) and TotalEnergies EP
Brasil Ltda. (TotalEnergies, 22.5%), and related to the Sépia field in consortium with TotalEnergies (28%), Petronas
Petróleo Brasil Ltda. (Petronas, 21%) and QP Brasil Ltda. (QP, 21%), according to the results of the Second Bidding
Round for the Surplus Volume of the Transfer of Rights Agreement in the Production Sharing regime, which was held
on December 17, 2021.
Also on April 27, 2022, the Company signed the Co-participation Agreements and the Amendments to the Agreement
for the Individualization of Atapu and Sépia Production (AIPs), which are necessary to manage the coexisting deposits
of the Transfer of Rights Agreement and the Production Sharing Contract (related to the surplus volume) of these
areas.
The compensation to Petrobras for Atapu and Sépia, including an estimate of the gross-up of the taxes levied, pursuant
to Ordinance No. 8 of April 19, 2021 of the MME, were paid by the partners in April 2022, totaling US$ 2,093 for Atapu
and US$ 3,059 for Sépia.
The agreements became effective on May 2, 2022, when Pré-Sal Petróleo S.A. (PPSA) confirmed there was no settlement
pending for this transaction, in accordance with the provisions of Ordinance No. 519 of May 21, 2021 of the MME.
On the same date, a partial write-off of the assets associated with these fields was carried out, in exchange for the
financial compensation, resulting in a transaction similar to a sale.
The signature bonus corresponding to the Company's participation in the Production Sharing Contract was US$ 416 for
Atapu and US$ 424 for Sépia.
Since these agreements relate to the surplus volume of fields with technical and commercial feasibility already
identified, the signature bonuses paid by the Company in the first quarter of 2022, totaling US$ 840, were transferred
from intangible assets to property, plant and equipment after the Co-participation Agreements came into effect.
The Company accounted for an additional US$ 129 gain corresponding to the difference between the estimate and the
final calculation of the gross-up of taxes levied on the gain on the transfer of assets to the Production Sharing regime,
as provided for in the mentioned ordinance (US$ 60 for Atapu and US$ 69 for Sépia). These amounts were paid to
Petrobras in July 2022.
Additionally, as established in Ordinance No. 8 of April 19, 2021, between 2022 and 2032, whenever the price of Brent
oil reaches an annual average ranging from US$ 40.00 to US$ 70.00, an earn out is due to Petrobras, for which the
Company expects to receive a maximum of US$ 5,244.
In 2022, the Company recognized part of this contingent asset related to the Earn Out for the years 2022 and 2023, in
the amount of US$ 693, within other income and expenses, considering that the inflow of economic benefits is virtually
certain, of which: (i) US$ 384, received in January 2023, as set out in Note 37; and (ii) US$ 309 expected to be received in
2024.
Such earn outs are due as of the last business day of January of the subsequent year.
F-68
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The total gain in this operation, including the earn out for 2022, was US$ 3,552 (US$ 1,242 for Atapu and US$ 2,310 for
Sépia), accounted for within other income and expenses.
Búzios
On November 6, 2019, the ANP held the Bidding Round for the Surplus Volume of the Transfer of Rights Agreement,
when the Company acquired a 90% interest in the exploration and production rights of the surplus volume of Búzios
field, in the pre-salt layer of Santos basin, in partnership with CNODC Brasil Petróleo e Gás Ltda. - CNODC (5%) and
CNOOC Petroleum Brasil Ltda. - CNOOC (5%).
Expenses incurred by Petrobras in the ordinary operations of the bidding area for the benefit of the consortium, made
prior to the start of the Búzios Co-participation Agreement and not included in the total compensation amount, in the
updated amount of US$ 58 (R$ 319 million), were reimbursed to Petrobras by the partners CNODC and CNOOC in
February 2022.
In addition, on March 4, 2022, Petrobras signed an agreement with its partner CNOOC for the transfer of 5% of its
interest in the Production Sharing Contract for the Surplus Volume of the Transfer of Rights Agreement of the Búzios
field, in the pre-salt layer of the Santos basin, to this company. The agreement results from the call option exercised by
CNOOC on September 29, 2021.
On November 24, 2022, Petrobras received US$ 1,953 referring to the compensation and reimbursement of the
signature bonus of CNOOC's additional interest, including adjustments provided for in the contract up to the closing
date. On November 30, 2022, the operation was closed with the signature of the amendment to the Production Sharing
Contract by the Ministry of Mines and Energy. The agreement entered into force on December 1, 2022.
The total gain in this operation was US$ 735 accounted for within other income and expenses.
After the transaction becomes effective, Petrobras hold an 85% interest in the Production Sharing Contract of the
Surplus Volume of the Transfer of Rights Agreement of the Búzios field, CNOOC hold a 10% interest and CNODC a 5%
interest. The total participation in this Búzios Co-participation Agreement, including the portions of the Transfer of
Rights Agreement and of the BS-500 Concession Agreement (100% of Petrobras) is 88.99% of Petrobras, 7.34% of
CNOOC and 3.67% of CNODC.
24.4. Exploration rights returned to the Brazilian Agency of Petroleum, Natural Gas and Biofuels
- Agência Nacional de Petróleo, Gás Natural e Biocombustíveis (ANP)
In 2022, there were no basins returned to the ANP. In 2021, 3 exploration areas in Santos and Potiguar basins were
returned to the ANP, totaling US$ 3.
Accounting policy for intangible assets
Intangible assets are measured at the acquisition cost, less accumulated amortization and impairment losses.
Internally-generated intangible assets are not capitalized and are expensed as incurred, except for development costs
that meet the recognition criteria related to the completion and use of assets, probable future economic benefits, and
others.
When the technical and commercial feasibility of oil and gas production is demonstrated for the first field in an area,
the value of the signature bonus is reclassified to property, plant and equipment at their full value. While they are
registered in intangible assets, they are not amortized. Other intangible assets with defined useful lives are amortized
on a straight-line basis over their estimated useful lives.
If, when defining the technical and commercial feasibility of the first field of a block, there are exploratory activities
being carried out in different locations in the block, so that oil and gas volumes can be estimated for other possible
F-69
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
reservoirs in the area, then the value of the signature bonus is partially reclassified to PP&E, based on the ratio between
the volume of oil and gas expected (oil in place - VOIP) of a specific reservoir and the total volume of oil and gas expected
for all possible reservoirs in the area.
If exploratory activities in the remaining areas do not result in technical and commercial viability, the corresponding
value of the signature bonus is not written off, but transferred to PP&E and added to the value of the signature bonus
related to the location that was previously assessed as technically and commercially viable.
Intangible assets with an indefinite useful life are not amortized but are tested annually for impairment. Their useful
lives are reviewed annually.
25. Impairment
(Losses) / reversals
Property, plant and equipment
Intangible assets
Assets classified as held for sale
Impairment losses
Investments
Net effect within the statement of income
Losses
Reversals
2022
(1,163)
(1)
(151)
(1,315)
(6)
(1,321)
(1,640)
319
2021
3,414
1
(225)
3,190
383
3,573
(654)
4,227
2020
(7,342)
(12)
15
(7,339)
(514)
(7,853)
(15,692)
7,839
The Company annually tests its assets for impairment or when there is an indication that their carrying amount may not
be recoverable, or that there may be a reversal of impairment losses recognized in previous years.
On November 30, 2022, management concluded and approved its 2023-2027 Strategic Plan, considering a complete
update of economic assumptions, as well as its project portfolio and estimates of reserve volumes.
The oil and gas production estimated in the scope of this plan indicates a continuous growth focused on the
development of projects that generate higher value, with an increase in the participation of assets in the pre-salt layer,
which present lower lifting costs. During this period, 18 new production systems are expected to enter into operation,
all of which to be allocated to deep and ultra-deep water projects.
F-70
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
25.1. Impairment of property, plant and equipment and intangible assets
Carrying
amount
Recoverable
amount (**)
Impairment
(losses) /
reversals
Asset or CGU by nature (*)
Property, plant and equipment and intangible assets
Producing properties relating to oil and gas activities in Brazil
(several CGUs)
Oil and gas production and drilling equipment in Brazil
Itaboraí utilities
Second refining unit in RNEST
Others
8,307
486
919
792
7,747
7
777
882
Property, plant and equipment and intangible assets
Producing properties relating to oil and gas activities in Brazil
(several CGUs)
Oil and gas production and drilling equipment in Brazil
Second refining unit in RNEST
Others
23,734
250
404
36,396
-
767
Property, plant and equipment and intangible assets
Producing properties relating to oil and gas activities in Brazil
(several CGUs)
Oil and gas production and drilling equipment in Brazil
Second refining unit in RNEST
Comperj
Corporate facilities
Others
42,421
120
410
266
152
40,511
−
388
526
−
Business
segment Comments
2022
E&P
E&P
Gas &Power
RT&M
Several
item (a1)
item (b1)
item (c)
item (d1)
2021
E&P
E&P
RT&M
Several
item (a2)
item (b2)
item (d2)
2020
E&P
E&P
RT&M
RT&M
Corporate, others
Several
item (a3)
item (b3)
item (d3)
item (e)
item (f)
(628)
(478)
(142)
89
(5)
(1,164)
3,373
(250)
359
(67)
3,415
(7,316)
(119)
(22)
260
(161)
2
(7,354)
(*) It only includes carrying amounts and recoverable amounts of impaired assets or assets for which reversals were recognized.
(**) The recoverable amounts of assets for impairment computation were their value in use, except for assets held for sale, for which is used fair value.
In assessing the recoverable amount of property, plant and equipment and intangible assets, individually or grouped in
CGUs, the Company bases its cash flow projections on:
•
•
the estimated useful life of the asset or assets grouped into the CGU, based on the expected use of those assets,
considering the Company’s maintenance policy;
assumptions and financial forecasts approved by management for the period corresponding to the expected life
cycle of each different business; and
• discount rates derived from the Company’s post-tax weighted average cost of capital (WACC), adjusted by specific
risk-premiums in case of projects postponed for an extended period, or by specific country-risks, in case of assets
abroad. The use of post-tax discount rates in determining value in use does not result in different recoverable
amounts if pre-tax discount rates had been used.
25.1.1. Planning assumptions used in impairment testing
The cash flow projections used to measure the value in use of the CGUs, at December 31, 2022, were mainly based on
the following updated assumptions for average Brent prices and Brazilian real/U.S. dollar average exchange rates:
F-71
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
2023-2027 Strategic Plan
Average Brent (US$/barrel)
Average Brazilian Real (excluding inflation) - Real /U.S. dollar exchange rate
2023
85
5.02
2024
80
5.00
2025
75
5.00
2026
70
4.97
2027
65
4.88
At December 31, 2021, average Brent prices and Brazilian real/U.S. dollar average exchange rates used were:
2022-2026 Strategic Plan (*)
Average Brent (US$/barrel)
Average Brazilian Real (excluding inflation) - Real /U.S. dollar exchange rate
2022
72
5.40
2023
65
5.33
2024
60
5.19
2025
55
5.15
2026
55
5.14
At December 31, 2020, average Brent prices and Brazilian real/U.S. dollar average exchange rates used were:
2021-2025 Strategic Plan (*)
Average Brent (US$/barrel)
Average Brazilian Real (excluding inflation) - Real /U.S. dollar exchange rate
2021
2022
2023
2024
45
5.50
45
4.69
50
4.46
50
4.28
2025
50
4.07
Long term
Average
55
4.76
Long term
Average
55
5.08
Long term
Average
50
3.76
Post-tax discount rates, excluding inflation, applied in the tests which presented the main impairment losses and
reversals for the period were:
Activity
Producing properties relating to oil and gas activities in Brazil
RT&M in Brazil – postponed projects
Gas utilities
12.31.2022
7.3% p.a.
7.1% p.a.
5.7% p.a.
12.31.2021
6.4% p.a.
6.2% p.a.
5.1% p.a.
Information on key assumptions for impairment testing and on CGU definitions is presented in note 4.2.
25.1.2. Information on the main impairment losses of property, plant and equipment and intangible
assets
a1) Producing properties in Brazil – 2022
Impairment losses on producing properties in Brazil amount to US$ 628, mainly in Roncador field (US$ 518), reflecting
the revision of abandonment costs and of the recovery of areas, as well as changes in operational efficiency estimates,
which had a negative effect over production curves of this field.
a2) Producing properties in Brazil – 2021
Impairment reversals on producing properties in Brazil amount to US$ 3,918, most of it related to CGUs of producing
properties, reflecting the revision on the key assumptions of the 2022-2026 Strategic Plan, mainly the increase in
average Brent prices.
a3) Producing properties in Brazil – 2020
Impairment losses on producing properties in Brazil amounted to US$ 7,316, most of it related to CGUs that provided
service in E&P fields, also reflecting the hibernation of producing assets on the first quarter of 2020, as well as the
revision on the key assumptions of the Strategic Plan, mainly expected Brent prices, depreciation of Brazilian real
against U.S. dollar, economic slowdown and reduction on demand for oil and oil products.
b1) Oil and gas production and drilling equipment in Brazil – 2022
Impairment losses of US$ 478 relates to equipment and structures in the E&P segment, mainly due to the decision to
cease the use of platforms P-18, P-19, P-20, P-35 and P-47 in the Marlim field, leading to the recognition of losses in
the amount of US$ 402.
F-72
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
b2) Oil and gas production and drilling equipment in Brazil - 2021
Impairment losses of US$ 250 relates to equipment and structures in the E&P segment, mainly due to the decision to
cease the use of platforms P-26 and P-33 in the Marlim field, leading to the recognition of losses in the amount of
US$ 210.
b3) Oil and gas production and drilling equipment in Brazil - 2020
Impairment losses of US$ 120 relates to equipment and structures in the E&P segment, mainly due to the decision to
cease with the Estaleiro Inhaúma project, leading to the recognition of losses in the amount of US$ 69.
c) Itaboraí utilities
The postponement of the beginning of operations of the Natural Gas Processing Unit (UPGN) of the Gaslub plant in
Itaboraí, in the state of Rio de Janeiro, due to the termination of the agreement with the contractor responsible for the
works, impacted revenue estimate, resulting in the recognition of a US$ 142 impairment loss.
d1) Second refining unit of RNEST – 2022
The cash flows to measure the value in use of the second refining unit of RNEST considers operational optimization and
the margins for the refining segment estimated in the 2023-2027 Strategic Plan, triggering impairment reversals in the
amount of US$ 89.
d2) Second refining unit of RNEST – 2021
The cash flows to measure the value in use of the second refining unit of RNEST took into account the decision to
resume the works, according to the 2022-2026 Strategic Plan, triggering impairment reversals in the amount of
US$ 359.
d3) Second refining unit of RNEST – 2020
The cash flows to measure the value in use of the second refining unit of RNEST took into account the postponing of
the beginning of the operation, triggering impairment losses in the amount of US$ 22.
e) Comperj – 2020
Impairment reversals amounted to US$ 260, mainly due to the reduction in the estimated investments for the
completion of the project relating to the first refining unit facilities, resulting from the depreciation of the Brazilian Real
in relation to the U.S. Dollar, as well as to optimization measures adopted.
f) Corporate facilities – 2020
The Company decided to hibernate a corporate building, in the state of Bahia, due to its permanent vacancy, resulting
in a US$ 161 impairment loss on the right of use asset.
25.1.3. Assets most sensitive to future impairment
Whenever the recoverable amount of an asset or CGU falls below the carrying amount, an impairment loss is recognized
to reduce the carrying amount to the recoverable amount. The following table presents the assets and CGUs most
sensitive to future impairment losses, presenting recoverable amounts close to their current carrying amounts.
The analysis presented below considers CGUs with estimated impairment losses or reversals if there was a 10%
reduction or increase in their recoverable amounts, arising from changes in material assumptions:
F-73
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Potential impairment losses - 10% reduction in the recoverable amount
Asset with recoverable amount close to its carrying amount
CGU Marlim Sul
Assets with impairment losses
Producing properties relating to oil and gas activities in Brazil (CGU Roncador)
Second refining unit of RNEST
Itaboraí utilities
Potential impairment reversals - 10% increase in the recoverable amount
Assets with impairment losses
Producing properties relating to oil and gas activities in Brazil (CGU Roncador)
Second refining unit of RNEST
Itaboraí utilities
Business
segment
Carrying
amount
Recoverable
amount
Sensitivity
E&P
5,544
5,365
(179)
E&P
RTC
G&E
7,313
882
777
6,581
794
699
(732)
(88)
(78)
14,516
13,439
(1,077)
Business
segment
Carrying
amount
Recoverable
amount
Sensitivity
(*)
E&P
RTC
G&E
7,313
882
777
8,972
8,044
970
855
9,869
731
88
78
897
(*) When calculating a 10% increase in the recoverable amount, the amount of impairment to be reversed is limited to the accumulated impairment of the CGU or to their
recoverable amounts, whichever is lower.
Accounting policy for impairment of property, plant and equipment and intangible assets
Property, plant and equipment and intangible assets are assessed for impairment at the smallest identifiable group
that generates largely independent cash inflows from other assets or groups of assets (CGU). Note 4.2 presents detailed
information about the Company’s CGUs.
Assets related to development and production of oil and gas assets (fields or group of fields) that have indefinite useful
lives, such as goodwill, are tested for impairment at least annually, irrespective of whether there is any indication of
impairment.
Considering the existing synergies between the Company’s assets and businesses, as well as the expectation of the use
of its assets for their remaining useful lives, value in use is generally used by the Company for impairment testing
purposes. When specifically indicated, the Company assesses differences between its assumptions and assumptions
that would be used by market participants in the determination of the fair value of an asset or CGU.
Reversal of previously recognized impairment losses may occur for assets other than goodwill.
F-74
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
25.2. Assets classified as held for sale
Asset or CGU by nature (*)
Producing properties relating to oil and gas activities
Refinery and associated logistics assets
Others
Total
Thermoelectric power plants
Investments in associates and joint ventures
Oil and gas production and drilling equipment
Refineries and associated logistics assets
Others
Total
Producing properties relating to oil and gas activities
Cartola and Ataulfo Alves vessels
Others
Total
Carrying
amount
Recoverable
amount (**)
Impairment
(losses) /
reversals
376
77
91
107
47
255
−
80
300
34
12
44
-
218
279
19
(116)
(44)
9
(151)
(79)
(67)
(46)
(37)
4
(225)
67
(62)
10
15
Business
segment
2022
E&P
RT&M
2021
G&E
G&E
E&P
RT&M
2020
E&P
RT&M
(*) It only includes carrying amounts and recoverable amounts of impaired assets or assets for which reversals were recognized.
(**) The recoverable amounts of assets for impairment computation were their fair value.
In 2022, the Company recognized losses on assets held for sale, in the amount of US$ 150, arising from the assessment
at the fair value of assets, net of disposal expenses, mainly:
i. producing properties relating to oil and gas activities – a US$ 116 impairment loss, due to the revision of
abandonment costs and of the recovery of areas of several concessions in groups of fields Golfinho (a US$ 72
impairment loss), Pescada (a US$ 29 impairment loss) and Camarupim (a US$ 15 impairment loss); and
ii. refinery and associated logistics assets: approval for the disposal of LUBNOR refinery, in the state of Ceará, resulting
in the recognition of a US$ 44 impairment loss.
In 2021, the Company recognized losses on assets held for sale, in the amount of US$ 225, arising from the assessment
at the fair value of assets, net of disposal expenses, mainly due to:
i. Camaçari power plants – following the closing of the sale of thermoelectric power plants Arembepe, Muryci and Bahia
1, located in Camaçari, in the state of Bahia, these assets were measured at fair value net of selling expenses, and a
US$ 79 impairment loss was accounted for in the second quarter of 2021.
ii. Breitener Energética S.A – following the sale of this company, in the state of Amazonas, Petrobras recognized a
US$ 67 loss;
iii. Oil and gas production and drilling equipment in Brazil: approval for the disposal of P-32 platform, resulting in the
recognition of US$ 46 losses; and
iv. Refineries and associated logistics assets: following the approval for the sale of refinery Isaac Sabbá (REMAN), in
the state of Amazonas, a US$ 12 impairment loss was recognized, and of the refinery Shale Industrialization Unit
(SIX), in the state of Paraná, a US$ 25 impairment loss was recognized.
In 2020, the Company recognized reversals in the amount of US$ 15 arising from the fair value of assets, net of disposal
expenses, with the most significant relating to:
F-75
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
v. the sale of Recôncavo group of fields (14 concessions located onshore and in shallow waters) in the amount of
US$ 35;
vi. the sale of Rio Ventura group of fields (8 concessions located onshore) in the amount of US$ 18;
vii. the sale of Fazenda Belém group of fields, in the amount of US$ 14.
These reversals were partially offset by a US$ 62 impairment loss relating to Cartola and Ataulfo Alves vessels.
The accounting policy for assets and liabilities held for sale is set out in note 30.
25.3. Investments in associates and joint ventures (including goodwill)
Value in use is generally used for impairment test of investments in associates and joint ventures (including goodwill).
The basis for estimates of cash flow projections includes: projections covering a period of 5 to 12 years, zero-growth
rate perpetuity, budgets, forecasts and assumptions approved by management and a post-tax discount rate derived
from the WACC or the Capital Asset Pricing Model (CAPM) models, specific for each case.
Accounting policy for impairment of associates and joint ventures
Investments in associates and joint ventures are tested individually for impairment. When performing impairment
testing of an equity-accounted investment, goodwill, if it exists, is also considered part of the carrying amount to be
compared to the recoverable amount.
Except when specifically indicated, value in use is generally used by the Company for impairment testing purposes in
proportion to the Company’s interests in the present value of future cash flow projections via dividends and other
distributions.
25.3.1. Investment in publicly traded associates
a) Braskem S.A.
Braskem’s shares are publicly traded on stock exchanges in Brazil and abroad. As of December 31, 2022, the quoted
market value of the Company’s investment in Braskem was US$ 1,370 based on the quoted values of both Petrobras’
interest in Braskem’s common stock (47% of the outstanding shares), and preferred stock (22% of the outstanding
shares). However, there is extremely limited trading of the common shares, since non-signatories of the shareholders’
agreement hold only approximately 3% of the common shares.
Given the operational relationship between Petrobras and Braskem, the recoverable amount of the investment for
impairment testing purposes was determined based on value in use, considering future cash flow projections and the
manner in which the Company can derive value from this investment via dividends and other distributions to arrive at
its value in use. As the recoverable amount was higher than the carrying amount, no impairment losses were recognized
for this investment.
Cash flow projections to determine the value in use of Braskem were based on estimated prices of feedstock and
petrochemical products reflecting international trends on prices, petrochemical products sales volume estimates
reflecting projected Brazilian and global G.D.P. growth, post-tax discount rate (excluding inflation) of 6.2% p.a., (WACC),
and decreases in the EBITDA margin during the growth cycle of the petrochemical industry in the next years and
increases in the long-term. Estimated exchange rates and Brent prices are the same as those set out in note 25.1.1.
On December 16, 2021, Petrobras' Board of Directors approved the model for the sale of up to 100% of its preferred
shares of Braskem, to be conducted through a secondary public offering (follow-on), according to an agreement
entered into with Novonor (Braskem's parent company).
F-76
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
On January 17, 2022, Petrobras filed a follow-on request with the CVM. However, on January 28, 2022, the offer was
canceled due to unstable market conditions, which resulted in demand and price levels unfavorable for the transaction.
b) Petrobras Distribuidora S.A. (renamed Vibra Energia S.A.)
On August 26, 2020 the Company’s Board of Directors approved the disposal of the remaining interest in this associate
and, on June 30, 2021, the Company’s Board of Directors approved the price per common share of BR Distribuidora in
the amount of US$ 5.20 (R$ 26.00) for the secondary public offering (follow on) of these shares, totaling US$ 2,252
(R$ 11,264 million), net of transaction costs.
Accordingly, considering the sale of the shares and the cash flows arising from this sale, a US$ 404 impairment reversal
was accounted for within results of equity-accounted investments, in the second quarter of 2021. The transaction was
closed on July 5, 2021.
26. Exploration and evaluation of oil and gas reserves
The exploration and evaluation activities include the search for oil and gas reserves from the date of obtaining the legal
rights to explore a specific area to the moment in which technical and commercial feasibility to produce oil and gas are
demonstrated.
Changes in the balances of capitalized costs directly associated with exploratory wells pending determination of proved
reserves and the balance of amounts paid for obtaining rights and concessions for exploration of oil and natural gas
(capitalized acquisition costs) are set out in the following table:
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs (*)
Property plant and equipment
Opening Balance
Additions
Write-offs
Transfers
Translation adjustment
Closing Balance
Intangible Assets
Capitalized Exploratory Well Costs / Capitalized Acquisition Costs
(*) Amounts capitalized and subsequently expensed in the same period have been excluded from this table.
2022
2021
1,994
379
(545)
(83)
131
1,876
2,406
4,282
3,024
459
(188)
(1,097)
(204)
1,994
2,576
4,570
Exploration costs recognized in the statement of income and cash used in oil and gas exploration and evaluation
activities are set out in the following table:
Exploration costs recognized in the statement of income
Geological and geophysical expenses
Exploration expenditures written off (includes dry wells and signature bonuses)
Contractual penalties on local content requirements
Other exploration expenses
Total expenses
Cash used in:
Operating activities
Investment activities
Total cash used
2022
(342)
(691)
165
(19)
(887)
360
1,253
1,613
2021
(358)
(248)
(47)
(34)
(687)
393
555
948
2020
296
456
38
13
803
307
532
839
In 2022, exploration expenditures written off were mainly related to 8 exploratory wells in the Sergipe and Alagoas basin
(US$ 453), and projects run by subsidiaries of PIBBV in Colombia (US$ 107) and Bolivia (US$ 56).
F-77
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Term of Conduct Adjustment with the ANP
In 2022, Petrobras approved the execution, with the ANP, of a Term of Conduct Adjustment (TAC) to offset local content
fines related to:
• 22 concessions in which Petrobras has a 100% interest, located in the Barreirinhas, Campos, Espírito Santo, Parecis,
Potiguar, Recôncavo, Santos, Sergipe-Alagoas and Solimões basins;
• 18 concessions in which Petrobras operates in partnership with other companies, located in the Almada, Espírito
Santo, Mucuri, Parnaíba, Pelotas, Pernambuco-Paraíba, Potiguar, Recôncavo, Santos and Sergipe basins.
The TAC provides for the conversion of fines into investment commitments in the Exploration and Production segment
with local content. Under the terms of the agreement, Petrobras is committed to investing US$ 288 (R$ 1,501 million)
in local content by December 31, 2026. As a result, all administrative proceedings related to the collection of fines
arising from alleged non-compliance with local content in these concessions will be closed, resulting in a US$ 180 gain
for the reversal of this liability as of December 31, 2022.
Accounting policy for exploration and evaluation of oil and gas reserves
The costs incurred in connection with the exploration, appraisal and development of crude oil and natural gas
production are accounted for using the successful efforts method of accounting, as set out below:
• geological and geophysical costs related to exploration and appraisal activities incurred until economic and technical
feasibility are demonstrated are immediately recognized as an expense;
• amounts paid for obtaining concessions for exploration of crude oil and natural gas (capitalized acquisition costs) are
initially capitalized as intangible assets and are transferred to property, plant and equipment once the technical and
commercial feasibility are demonstrated. More information on intangible assets accounting policy, see note 24;
• costs directly attributable to exploratory wells, including their equipment, installations and other costs necessary to
identify the technical and commercial feasibility, pending determination of proved reserves, are capitalized within
property, plant and equipment. In some cases, exploratory wells have discovered oil and gas reserves, but at the
moment the well drilling is completed they are not yet able to be classified as proved. In such cases, the expenses
continue to be capitalized if the well has found a sufficient quantity of reserves to justify its completion as a producing
well and progress on assessing the reserves and the technical and commercial feasibility of the project is under way (for
more information see note 24);
• an internal commission of technical executives of the Company monthly reviews these conditions for each well, by
analysis of geoscience and engineering data, existing economic conditions, operating methods and government
regulations (for more information see note 4.1);
• costs related to exploratory wells drilled in areas of unproved reserves are charged to expense when determined to be
dry or uneconomic by the aforementioned internal commission; and
• costs related to the construction, installation and completion of infrastructure facilities, such as drilling of
development wells, construction of platforms and natural gas processing units, construction of equipment and facilities
for the extraction, handling, storing, processing or treating crude oil and natural gas, pipelines, storage facilities, waste
disposal facilities and other related costs incurred in connection with the development of proved reserve areas
(technically and commercially feasible) are capitalized within property, plant and equipment.
F-78
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
26.1. Aging of Capitalized Exploratory Well Costs
The following tables set out the amounts of exploratory well costs that have been capitalized for a period of one year
or more after the completion of drilling, the number of projects whose costs have been capitalized for a period greater
than one year, and an aging of those amounts by year (including the number of wells relating to those costs):
Aging of capitalized exploratory well costs (*)
Exploratory well costs capitalized for a period of one year
Exploratory well costs capitalized for a period greater than one year
Total capitalized exploratory well costs
Number of projects relating to exploratory well costs capitalized for a period greater than one year
2021
2020
2017 and previous years
Exploratory well costs that have been capitalized for a period greater than one year
(*) Amounts paid for obtaining rights and concessions for exploration of oil and gas (capitalized acquisition costs) are not
2022
406
1,470
1,876
15
2021
136
1,858
1,994
22
Capitalized
costs (2022)
74
17
1,379
1,470
Number of
wells
2
1
20
23
Exploratory well costs that have been capitalized for a period greater than one year since the completion of drilling
relate to 15 projects comprising 23 wells, are composed of (i) US$ 1,413 of wells in areas in which there has been ongoing
drilling or firmly planned drilling activities for the near term and for which an evaluation plan has been submitted for
approval by the ANP; and (ii) US$ 57 relates to costs incurred to evaluate technical and commercial feasibility necessary
for the decision on the production development and on definition of proved reserves.
27. Collateral for crude oil exploration concession agreements
The Company has granted collateral to ANP in connection with the performance of the Minimum Exploration Programs
established in the concession agreements for petroleum exploration areas in the total amount of US$ 1,748 (US$ 1,574
as of December 31, 2021), which is still in force as of December 31, 2022, net of commitments undertaken. As of
December 31, 2022, the collateral comprises crude oil from previously identified producing fields and already in
production, pledged as collateral, in the amount of US$ 1,648 (US$ 1,243 as of December 31, 2021) and bank guarantees
of US$ 100 (US$ 331 as of December 31, 2021).
28. Partnerships in E&P activities
In line with its strategic objectives, Petrobras operates in association with other companies in partnerships in Brazil as
holder of oil and natural gas exploration and production rights in concessions and production sharing regimes.
As of December 31, 2022, the Company holds interests in 78 partnerships with 36 companies, among which Petrobras is
the operator in 50 (in 2021, 85 partnerships with 37 companies and operator in 55).
The partnerships formed in 2022 are described below (there were no new partnerships formed in 2021):
Consortium
Location
Petrobras %
Atapu
Santos basin
52.5%
Partners %
Shell - 25%
TotalEnergies - 22,5%
TotalEnergies - 28%
Petronas - 21%
Operator
Year
Additional Information
ANP Bonus
Petrobras
portion
Petrobras
2022
Production sharing
402
Sépia
Santos basin
30.0%
QP - 21% Petrobras
2022
Production sharing
409
F-79
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Partnerships brings benefits through risk sharing, increased investment capacity, technical and technological
interchange, aiming at the growth in oil and gas production. The following table presents the production referring to
Petrobras's participation in the main fields in which the Company is the operator in the partnership:
Field
Location
Tupi (BMS-11)
Santos basin pre-salt
Búzios
Santos basin pre-salt
Roncador
Sapinhoá (BMS-
9)
Campos basin
Santos basin pre-salt
Mero
Santos basin pre-salt
Sururu
Santos basin pre-salt
Tartaruga Verde Campos basin
Atapu
Santos basin pre-salt
%
Petrobras
65%
85%
75%
45%
40%
43%
50%
53%
%
Partners
Shell – 25%
Petrogal – 10%
CNODC – 10%
CNOOC – 5%
Equinor – 25%
Shell – 30%
Repsol Sinopec – 25%
Total – 20%
Shell – 20%
CNODC – 10%
CNOOC – 10%
Shell – 25%
Total – 22,5%
Petrogal – 10%
Petronas – 50%
Shell – 25%
Total – 22,5%
Albacora Leste (*) Campos basin
90%
Repsol Sinopec - 10%
Sépia
Santos basin pre-salt
30%
Total – 28%
Petronas - 21%
Qatar – 21%
Total
(*) On January 26, 2023, Petrobras concluded the sale of its entire interest, as set out in note 37.
Accounting policy for joint operations
Petrobras
production
portion in 2022
(kboed)
Regime
Operador
709
469
107
Concession
Production
sharing
Concession
Petrobras
Petrobras
Petrobras
106
Concession
Petrobras
Production
sharing
Concession
Concession
Production
sharing
Petrobras
Petrobras
Petrobras
Petrobras
Concession
Petrobras
Production
sharing
Petrobras
40
38
37
31
29
22
1,588
The E&P partnerships are classified as joint operations, where the assets, liabilities, revenues and expenses relating to
these partnerships are accounted for in the financial statements individually, observing the applicable specific
accounting policies and reflecting the portion of the contractual rights and obligations that the company has.
28.1. Unitization Agreements
Petrobras has Production Individualization Agreements (AIP) signed in Brazil with partner companies in E&P consortia,
as well as contracts resulting from divestment operations and strategic partnerships related to these consortia. These
agreements result in reimbursements payable to (or receivable from) partners regarding expenses and production
volumes mainly related to Agulhinha, Albacora Leste, Berbigão, Budião Noroeste, Budião Sudeste, Caratinga, Sururu
and Tartaruga.
Berbigão, Sururu, Albacora Leste and others
The table below presents changes in the reimbursements payable relating to the execution of the AIP submitted to the
approval of the ANP:
F-80
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Opening balance
Additions/(Write-offs) on PP&E
Other income and expenses
Translation adjustments
Closing balance
2022
364
(7)
26
24
407
2021
370
(64)
84
(26)
364
In 2022, these agreements resulted in additions and write-offs in PP&E, in addition to other income and expenses,
reflecting the best available estimate of the assumptions used in the calculation base and the sharing of assets in areas
to be equalized.
Accounting Policy for unitization agreements
A unitization agreement occurs when a reservoir extends across two or more license or contract areas. In this case,
partners pool their individual interests in return for an interest in the overall unit and determine their new stake in the
single producing unit.
Events that occurred prior to the unitization agreement may lead to the need for compensation between the partners.
At the signing of the AIP, an amount to be reimbursed to the Company will be recognized as an asset only when there is
a contractual right to reimbursement or when the reimbursement is practically certain. An amount to be reimbursed by
the Company will be recognized as a liability when it derives from a contractual obligation or, when the outflow of funds
is deemed probable and the amount can be reliable estimated.
F-81
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
29.
Investments
29.1. Information on direct subsidiaries, joint arrangements and associates
Subsidiaries
Petrobras International Braspetro - PIB BV
Petrobras Transporte S.A. - Transpetro
Petrobras Logística de Exploração e Produção S.A. - PB-LOG
Petrobras Biocombustível S.A.
Araucária Nitrogenados S.A.
Termomacaé S.A.
Braspetro Oil Services Company - Brasoil
Termobahia S.A.
Baixada Santista Energia S.A.
Fundo de Investimento Imobiliário RB Logística - FII
Procurement Negócios Eletrônicos S.A.
Petrobras Comercializadora de Gás e Energia e Participações S.A.
Transportadora Brasileira Gasoduto Bolívia - Brasil S.A.
Refinaria de Canoas S.A. (i)
Refinaria de Mucuripe S.A
Ibiritermo S.A.
Associação Petrobras de Saúde (ii)
%
Main
business
segment
Petrobras'
ownership
%
Petrobras'
voting
rights
Share-
holders’
equity
(deficit)
Net
income
(loss)for
the year
Several
RT&M
E&P
Corporate, others
Gas & Power
Gas & Power
Corporate, others
Gas & Power
Gas & Power
E&P
Corporate, others
Corporate, others
Gas & Power
RT&M
RT&M
Gas & Power
Corporate, others
100.00
100.00
100.00
100.00
100.00
100.00
100.00
98.85
100.00
99.15
72.00
100.00
51.00
100.00
100.00
100.00
93.47
100.00
100.00
100.00
100.00
100.00
100.00
100.00
98.85
100.00
99.15
49.00
100.00
51.00
100.00
100.00
100.00
93.47
52,728
932
87
193
31
61
118
67
58
16
7
11
119
−
−
2
116
3,787
90
225
(38)
10
14
7
11
4
8
2
−
181
−
−
5
21
Country
Netherlands
Brazil
Brazil
Brazil
Brazil
Brazil
Cayman
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
50
17
50.00
50.00
RT&M
Joint operations
Fábrica Carioca de Catalizadores S.A. - FCC
Joint ventures
Logum Logística S.A.
Petrocoque S.A. Indústria e Comércio
Refinaria de Petróleo Riograndense S.A.
Brasympe Energia S.A.
Brentech Energia S.A.
Metanor S.A. - Metanol do Nordeste
Companhia de Coque Calcinado de Petróleo S.A. - Coquepar
Associates
Braskem S.A. (iii)
UEG Araucária Ltda.
Energética SUAPE II S.A.
Nitrocolor Produtos Químicos LTDA.
Bioenergética Britarumã S.A.
Transportadora Sulbrasileira de Gás - TSB
(i) Company legally established, with capital contribution of US$ 58 thousand.
(ii) APS is a non-profit civil association, which carries out social or assistance activities (health care), and is consolidated in the Company’s financial statements.
(iii) Equity and net income at September 30, 2022, most current public information.
RT&M
RT&M
RT&M
Gas & Power
Gas & Power
RT&M
RT&M
RT&M
Gas & Power
Gas & Power
RT&M
Gas & Power
Gas & Power
30.00
50.00
33.20
20.00
30.00
34.54
45.00
30.00
50.00
33.33
20.00
30.00
50.00
45.00
47.03
18.80
20.00
38.80
30.00
25.00
36.15
18.80
20.00
38.80
30.00
25.00
1,309
82
88
−
−
3
(33)
80
15
1
28
5
−
192
16
19
14
16
19
−
206
(26)
31
−
−
2
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
Brazil
In 2022, the Company sold some equity interests, including the following significant divestments:
•
•
•
•
Deten Química S.A.– selling of its interest of 27.88%;
Gaspetro - selling of its interest of 51%;
Refinaria de Manaus S.A. (REMAN) - sale of 100% of the shares;
Paraná Xisto (SIX) - sale of 100% of the shares.
For more information on the operations mentioned above and other corporate transactions, see note 30;
The main investees of PIB BV are:
• Petrobras Global Trading B.V. – PGT (100%, based in the Netherlands), dedicated to the trade of oil, oil products,
biofuels and LNG (liquefied natural gas), as well as to the funding of its activities in light of Petrobras;
F-82
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
• Petrobras Global Finance B.V. – PGF (100%, based in the Netherlands); the finance subsidiary of Petrobras,
raising funds through bonds issued in the international capital market;
• Petrobras America Inc. – PAI (100%, based in the United States), dedicated to trading and E&P activities (MP
Gulf of Mexico, LLC); and
• PNBV (100%, based in the Netherlands), operates through joint operations in Tupi BV (67.59%), Guará BV (45%),
Agri Development BV (90%), Libra (40%), Papa Terra BV (62.5%), Roncador BV (75%), Iara BV (90.11%), Petrobras
Frade Inversiones SA (100%) and BJOOS BV (20%), dedicated to the construction and lease of equipment and
platforms for Brazilian E&P consortia.
29.2. Investments in associates and joint ventures
Balance at
12.31.2021
Investments
Transfer to
assets held
for sale
Restructuring,
capital decrease
and others
Results in
equity-
accounted
investments
CTA
OCI Dividends
Balance at
12.31.2022
Joint Ventures
MP Gulf of Mexico, LLC/PIB BV
Compañia Mega S.A. - MEGA
Other joint ventures
Associates
Other investments
Total
509
387
98
24
998
3
1,510
16
−
−
16
11
−
27
1
−
−
1
(58)
−
(57)
(2)
−
−
(2)
(13)
−
(15)
256
170
55
31
(5)
−
1
1
1
(1)
−
−
−
−
(27)
219
1
−
(235)
(184)
(5)
(46)
(109)
−
251
(25)
219
(344)
546
374
149
23
1,016
4
1,566
Balance at
12.31.2020
Investments
Transfer to
assets held
for sale
Restructuring,
capital decrease
and others
Results in
equity-
accounted
investments
CTA
OCI Dividends
Balance at
12.31.2021
Joint Ventures
MP Gulf of Mexico, LLC/PIB BV
State natural gas distributors
(Gaspetro)
Compañia Mega S.A. - MEGA
Other joint ventures
Associates
Other investments
Total
813
366
298
82
67
2,455
5
3,273
9
−
−
−
9
15
−
24
(325)
−
(308)
−
(17)
(2,139)
−
(2,464)
−
−
−
−
−
(172)
−
(172)
202
122
38
31
11
1,405
−
1,607
1
1
(2)
2
−
(32)
(2)
(33)
(1)
−
−
−
(1)
23
−
22
(190)
(102)
(26)
(17)
(45)
(557)
−
(747)
509
387
−
98
24
998
3
1,510
29.3. Investments in non- consolidated listed companies
Associate
Braskem S.A.
Braskem S.A.
Thousand-share lot
12.31.2021
12.31.2022
Quoted stock exchange
prices (US$ per share)
12.31.2021
12.31.2022
Type
12.31.2022
Fair value
12.31.2021
212,427
75,762
212,427
75,762
Common
Preferred A
4.83
4.55
10.17
10.33
1,025
345
1,370
2,160
782
2,942
The fair value of these shares does not necessarily reflect the realizable value upon sale of a large block of shares.
Information on the main estimates used in the cash flow projections to determine the value in use of Braskem is set out
in Note 25.
F-83
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
29.4. Non-controlling interest
The total amount of non-controlling interest at December 31, 2022 is US$ 344(US$ 405 in 2021) primarily comprising
US$ 277 of FIDC (US$ 165 in 2021); US$ 58 of Transportadora Brasileira Gasoduto Brasil-Bolívia – TBG (US$ 29 in 2021);
and Gaspetro (US$ 199 in 2021).
Condensed financial information is set out as follows:
Current assets
Property, plant and equipment
Other non-current assets
Current liabilities
Non-current liabilities
Shareholders' equity
Sales revenues
Net income (loss)
Increase (decrease) in cash and cash equivalents
2022
9,194
−
−
9,194
7
−
9,187
9,194
−
1,454
616
FIDC
2021
3,951
−
−
3,951
1
−
3,950
3,951
−
416
2
2022
200
298
3
501
145
237
119
501
350
181
72
TBG
2021
134
279
2
415
109
246
60
415
327
150
42
Consolidated
Structured
entities
Gaspetro
2022
−
−
−
−
−
−
−
−
100
21
(14)
2021
462
−
−
462
58
−
404
462
132
47
7
2021
−
−
−
−
−
−
−
−
−
(133)
(333)
Gaspetro, a Petrobras’ subsidiary, holds interests in several state distributors of natural gas in Brazil. In July 2022, the
Company closed the sale of its entire interest in Gaspetro (51%). For more information see note 30.
The Credit Rights Investment Fund (FIDC) is a fund mainly intended to securitize “performed” and “non-performed”
credits for operations carried out by the Company’s subsidiaries, aiming to optimize cash management.
TBG is an indirect subsidiary which operates in natural gas transmission activities mainly through Bolivia-Brazil Gas
Pipeline. The Company holds 51% of interests in this indirect subsidiary.
29.5. Summarized information on joint ventures and associates
The Company invests in joint ventures and associates in Brazil and abroad, whose activities are related to petrochemical,
refining, production, trade and logistics of oil products, gas distribution, biofuels, thermoelectric power plants, and
other activities. Condensed financial information is set out below:
F-84
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
2022
2021
Joint ventures Associates
Joint ventures Associates
MP Gulf of
Mexico,
LLC
Other
companies
abroad
In Brazil
In Brazil
In Brazil
MP Gulf of
Mexico,
LLC
Other
companies
abroad
In Brazil
295
231
508
37
1,071
294
494
277
6
1,071
1,159
72
481
139
2,690
1
3,311
344
548
2,045
374
3,311
1,408
887
410
17
191
−
618
145
32
291
150
618
32
162
20 to 50%
20%
34 to 45%
6,642
2,491
7,380
605
17,118
4,473
11,263
1,587
(205)
17,118
18,709
(146)
18.8 to
38.8%
832
371
461
460
2,124
728
517
874
5
2,124
2,947
156
425
203
2,683
1
3,312
324
623
1,979
386
3,312
1,138
635
253
11
195
1
460
126
36
196
102
460
−
91
20 to 83%
20%
34 to 45%
7,308
2,334
6,845
539
17,026
4,632
10,967
1,688
(261)
17,026
20,625
2,821
18.8 to
38.8%
Current assets
Non-current assets
Property, plant and equipment
Other non-current assets
Current liabilities
Non-current liabilities
Shareholders' equity
Non-controlling interest
Sales revenues
Net Income (loss) for the year
Ownership interest - %
Accounting policy for investments
Basis of consolidation
The consolidated financial statements include the financial information of Petrobras and the entities it controls
(subsidiaries), joint operations (at the level of interest the Company has in them) and consolidated structured entities.
Intragroup balances and transactions, including unrealized profits arising from intragroup transactions, are eliminated
in the consolidation of the financial statements.
Investments in other companies
Profit or loss, assets and liabilities related to joint ventures and associates are accounted for by the equity method.
Business combination
A business combination is a transaction in which the acquirer obtains control of another business, regardless it legal
form. Acquisitions of businesses are accounted for using the acquisition method when control is obtained.
Combinations of entities under common control are accounted for at cost. The acquisition method requires that the
identifiable assets acquired and the liabilities assumed be measured at the acquisition-date fair value, with limited
exceptions.
30. Disposal of assets and other transactions
The Company has an active partnership and divestment portfolio, which takes into account opportunities of
partnerships and disposal of non-strategic assets in several areas in which it operates, whose development of
transactions also depends on conditions beyond the control of the Company.
The divestment projects follow the procedures aligned with the guidelines of the Brazilian Federal Auditor’s Office
(Tribunal de Contas da União – TCU) and the current legislation.
The major classes of assets and related liabilities classified as held for sale are shown in the following table:
F-85
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Assets classified as held for sale
Cash and cash equivalents
Trade receivables
Inventories
Investments
Property, plant and equipment
Others
Total
Liabilities on assets classified as held for sale
Trade payables
Finance debt
Provision for decommissioning costs
Others
Total
30.1. Sales pending closing
12.31.2022
12.31.2021
E&P
RT&M
Corporate
and other
businesses
Total
Total
-
-
-
-
3,568
-
3,568
-
-
1,332
-
1,332
−
−
21
−
19
−
40
-
-
-
-
−
−
−
−
−
−
−
−
-
133
-
-
133
-
-
21
-
3,587
-
3,608
-
133
1,332
-
1,465
13
31
73
210
1,975
188
2,490
2
1
833
31
867
The assets and liabilities corresponding to the transactions pending closing are classified as held for sale at December
31, 2022:
Date of
approval /
signing
Acquirer
Transaction
amount (*)
Further
information
1,385
478
1,951
34
a
b
c
d
e
Transaction
Sale of the Company's entire interest (100%) in a set of 22 production onshore
and shallow water field concessions, together with its associated infrastructure,
located in the Potiguar Basin, in the state of Rio Grande do Norte, jointly called
the Potiguar group of fields.
3R Potiguar SA, subsidiary of 3R
Petroleum Óleo e Gás SA
January
2022
Sale of the Company's entire interest in a set of four onshore production fields,
with integrated facilities, located in the state of Espírito Santo, jointly called
Norte Capixaba group of fields.
Seacrest Petróleo SPE Norte Capixaba
Ltda., a wholly owned subsidiary of
Seacrest Exploração e Produção de
Petróleo Ltda.
Sale of the Company's entire interest in the Albacora Leste concession, located
predominantly in deep waters in the Campos Basin.
Petro Rio Jaguar Petróleo Ltda.
(PetroRio), subsidiary of Petro Rio S.A.
Sale of the Lubrificantes e Derivados de Petróleo do Nordeste (LUBNOR) refinery
and its associated logistics assets, located in the state of Ceará.
Grepar Participações Ltda.
February
2022
April
2022
May
2022
Sale of the Company's entire interest in a set of maritime concessions called
Golfinho and Camarupim groups of fields, in deep waters of the post-salt layer,
located in the Espírito Santo Basin.
(*) Amounts considered at the signing of the transaction, not including contingent assets. Transactions signed in Brazilian reais are translated to U.S. dollars with the closing exchange rate of the
period.
BW Energy Maromba do Brasil Ltda
(BWE)
June
2022
15
These transactions may provide for price adjustments until the closing of the transaction and be also subject to the
fulfillment of conditions precedent, such as approval by the Brazilian Agency of Petroleum, Natural Gas and Biofuels
(ANP) and CADE.
a) Sale of Potiguar group of fields
The agreement provides for the receipt of US$ 110 on the transaction signing date, US$ 1,040 at the transaction closing,
and US$ 235 to be paid to Petrobras in 4 annual installments of US$ 58.75, starting in March 2024.
b) Sale of Norte Capixaba group of fields
The agreement provides for the receipt of US$ 36 on the transaction signing date, and US$ 442 at the transaction
closing and up to US$ 66 in contingent payments provided for in the contract, depending on future Brent prices.
F-86
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
c) Sale of Albacora Leste concession
The agreement provides for the receipt of US$ 293 on the transaction signing date, US$ 1,658 at the transaction closing,
and up to US$ 250 in contingent payments provided for in the contract, depending on future Brent prices.
d) Sale of LUBNOR refinery
The agreement provides for the receipt of US$ 3 on the transaction signing date, US$ 10 at the transaction closing, and
3 annual installments of US$ 7 expected to occur from 2024 to 2026.
e) Sale of interest in Golfinho and Camarupim concessions
The agreement provides for the receipt of US$ 3 on the transaction signing date, and US$ 12 at the transaction closing
and up to US$ 60 in contingent payments provided for in the contract, depending on future Brent prices and the
development of these assets.
30.2. Closed sales
Transaction
Acquirer
Signature date (S)
Closing date (C)
Sale amount
(*)
Gain/
(loss)
(**)
Further
infor-
mation
Sale of the Company's entire interest in a set of seven onshore and
shallow water fields called Alagoas group of fields, and of Alagoas
Natural Gas Processing Unit, in the state of Alagoas.
Petromais Global Exploração e
Produção S.A. (renamed Origem
Energia S.A.)
Sale of the Company's entire interest in 14 onshore production
fields (Recôncavo group of fields), in the state of Bahia
Sale of the Company's entire interest (27.88%) in Deten Química
S.A (Deten), a petrochemical plant located in the industrial hub of
Camaçari, in the state of Bahia.
Sale of the Company’s entire interest (51%) in Petrobras Gas S.A
(Gaspetro)
3R Candeias S.A, a wholly owned
subsidiary of 3R Petroleum Óleo e
Gás S.A.
Cepsa Química S.A.
Compass Gas e Energia S.A.
July 2021 (S)
February 2022 (C)
December 2020 (S)
May 2022 (C)
April 2022 (S)
July 2022 (C)
July 2021 (S)
July 2022 (C)
Sale of the Company’s entire interest in Peroá group of fields, in
the state of Espírito Santo
DBO Energia and OP Energia,
currently 3R Offshore
January 2021 (S)
August 2022 (C)
300
335
256
215
103
52
391
173
13
34
Sale of the Company's entire interest in Fazenda Belém and Icapuí
onshore fields, named Fazenda Belém group of fields, located in
the Potiguar Basin, in the state of Ceará
SPE Fazenda Belém S.A., wholly
owned subsidiary of 3R Petroleum
e Participações S.A.
August 2020 (S)
August 2022 (C)
23
39
Sale of shares of the company that will hold the Isaac Sabbá
Refinery (REMAN) and its associated logistics assets, in the state
of Amazonas
Sale of shares of the company that will hold the Shale
Industrialization Unit (SIX), in the state of Paraná.
Sale of the Company's entire interest in 11 onshore production
fields (Carmópolis group of fields), including integrated facilities,
in the state of Sergipe
Sale of the Company’s 62,5% interest in Papa-Terra field, in the
Campos basin
Total
Ream Participações S.A. (a
company controlled by the
partners of Atem Distribuidora de
Petróleo S.A.)
Forbes & Manhattan Resources
Inc., a wholly owned subsidiary of
Forbes & Manhattan Inc.
Carmo Energy S.A.
3R Petroleum Offshore S.A.
August 2021 (S)
November 2022 (C)
November 2021 (S)
November 2022 (C)
December 2021 (S)
December 2022 (C)
July 2021 (S)
December 2022 (C)
257
37
42
(2)
1,098
619
24
(39)
2,507
1,463
a
b
c
d
e
f
g
h
i
j
(*) The amount of "Proceeds from disposal of assets" in the Statement of Cash Flows is composed of amounts received this period, including installments of operations from previous years, and
advances referring to operations not completed.
(**) Recognized in “Results on disposal/write-offs of assets and on remeasurement of investment retained with loss of control” within other income and expenses (note 10).
The operations were concluded after the fulfillment of conditions precedent.
a) Sale of Alagoas group of fields and of Alagoas Natural Gas Processing Unit
The transaction was closed with the payment of US$ 240 to Petrobras in February 2022, in addition to the US$ 60 paid
to Petrobras on the transaction signing date.
F-87
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
b) Sale of Recôncavo group of onshore fields
The transaction was closed with the payment of US$ 246 to Petrobras in May 2022, in addition to the US$ 10 paid to
Petrobras on the transaction signing date.
c) Sale of Deten petrochemical plant
The transaction was closed with the payment of US$ 96 to Petrobras, including price adjustments such as the effects
of inflation indexation and compensation of dividends received, in addition to the US$ 6 paid to Petrobras on the
transaction signing date. In addition, US$ 4 was paid to Petrobras up to December 2022 referring to the receipt of earn
outs (tax credits) as provided for in the contract.
d) Sale of Gaspetro
The full amount was paid to Petrobras on the transaction closing date.
e) Sale of Peroá group of fields
The operation was closed with the payment of US$ 8, including price adjustments, in addition to the US$ 5 paid to
Petrobras on the transaction signing date.
In addition to these amounts, Petrobras expects to receive up to US$ 43 in contingent payments, depending on future
Brent prices and the development of these assets.
f) Sale of Fazenda Belém group of fields
The operation was closed with the payment of US$ 5, including price adjustments, in addition to the US$ 9 paid to
Petrobras on the transaction signing date.
Petrobras expects to receive the remaining balance in August 2023, including price adjustments.
g) Sale of REMAN refinery assets
The transaction was closed in November 2022 after the payment of US$ 229 to Petrobras, including price adjustments,
arising from changes in working capital, net debt and investments until the transaction closing, in addition to US$ 28
received upon the contract signing.
The contract also provides for a final adjustment to the acquisition price, which is expected to occur in the first quarter
of 2023.
h) Sale of interest in SIX shale processing plant
The transaction was closed with the payment of US$ 39, including price adjustments, in addition to US$ 3 received upon
the contract signing.
i) Sale of Carmópolis group of onshore fields
The transaction was closed with the payment of US$ 548, including price adjustments, in addition to the US$ 275 paid
to Petrobras on the transaction signing date.
In addition, US$ 275 million will be received within 12 months.
F-88
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
j) Sale of Papa-Terra field
The transaction was closed with the payment of US$ 18, including price adjustments, in addition to the US$ 6 paid to
Petrobras on the transaction signing date.
In addition, there is US$ 80 in contingent receivables provided for in the contract (contingent asset), related to
production volume of the asset and future oil prices.
30.3. Price adjustments – sales closed in previous periods
a) Sale of RLAM refinery assets
The transaction closed in November 2021 included price adjustments provided for in the contract, for which the
Company recognized US$ 68 in January 2022 within other income and expenses.
30.4. Surplus volumes of Transfer of Rights Agreement
Transaction
Production Sharing Contract for the surplus volumes of the Transfer of Rights Agreement related to Atapu
and Sepia fields, including the gross-up of the taxes levied
Exercise of the call option for additional 5% interest in the surplus volume of the Transfer of Rights
Agreement of Búzios field
(*) Recognized in "Results from co-participation agreements in bid areas" within other income and expenses (note 10).
Closing date
Financial
compensation
Results (*)
April 2022
November 2022
5,281
1,951
3,743
737
For more information, see note 24.
30.5. Contingent assets from disposed investments and other transactions
Some disposed assets and other agreements provide for receipts subject to contractual clauses, especially related to
the Brent variation in transactions related to E&P assets.
The transactions that may generate revenue recognition, accounted for within other income and expenses, are
presented below:
Transaction
Sales in previous years
Riacho da Forquilha group of fields
Pampo and Enchova group of fields
Baúna field
Frade field
Ventura group of fields
Miranga group of fields
Cricare group of fields
Sales in the period
Peroá group of fields
Papa-Terra field
Surplus volume of the Transfer of Rights Agreement
Sepia and Atapu (*)
Total
(*) For more information, see note 24.3.
Closing date
Amounts subject
to recognition
Assets recognized
in 2022
Assets
recognized in
previous periods
December 2019
July 2020
November 2020
February 2021
July 2021
December 2021
December 2021
August 2022
December 2022
62
650
285
20
43
85
118
43
90
April 2022
5,244
28
144
115
−
−
40
22
10
15
693
1,067
−
36
17
−
43
15
−
−
−
−
111
F-89
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
30.6. Other operation
On March 23, 2022, the dissolution of Participações em Complexos Bioenergéticos S.A. – PCBios, in which Petrobras held
50%, was concluded, after approval at this company's Extraordinary General Meeting. There were no accounting effects
arising from this transaction.
On August 18, 2022, Petrobras concluded an agreement with Edison S.p.A for the purchase of an additional 50% interest
in the company Ibiritermo S.A., for the amount of U$ 1 (R$ 2,5 million), which became a wholly owned subsidiary. This
transaction was classified as a business combination, with recognition of gain on bargain purchase of US$ 2.
On December 31, 2022, Petrobras Comercializadora de Gás e Energia e Participações S.A. (PBEN-P) and Petrobras
Comercializadora de Energia S/A (PBEN), carried out a corporate restructuring in which PBEN-P incorporated PBEN. The
two companies are wholly-owned subsidiaries of Petrobras. Therefore, there is no effect on these consolidated financial
statements.
30.7. Cash flows from sales of interest with loss of control
In 2022, 2021 and 2020, the Company disposed of its interest in certain subsidiaries over which control was lost. The
following table summarizes cash flows arising from losing control in subsidiaries:
2022
Gaspetro
REMAN
Total
2021
Mataripe refinery (former RLAM)
PUDSA
Total
2020
Petrobras Oil & Gas B.V.(PO&GBV)
Liquigas
Total
Cash received
Cash in subsidiary
before losing
control
Net Proceeds
391
233
624
1,868
62
1,930
276
784
1,060
(22)
(22)
(44)
(119)
(15)
(134)
−
(10)
(10)
369
211
580
1,749
47
1,796
276
774
1,050
Accounting Policy for assets and liabilities held for sale
Non-current assets, disposal groups and liabilities directly associated with those assets are classified as held for sale if
their carrying amounts will, principally, be recovered through the sale transaction rather than through continuing use.
The condition for classification as held for sale is met only when the sale is approved by the Company’s Board of
Directors and the asset or disposal group is available for immediate sale in its present condition and there is the
expectation that the sale will occur within 12 months after its classification as held for sale. However, an extended period
required to complete a sale does not preclude an asset (or disposal group) from being classified as held for sale if the
delay is caused by events or circumstances beyond the Company’s control and there is sufficient evidence that the
Company remains committed to its plan to sell the assets (or disposal groups).
Assets (or disposal groups) classified as held for sale and the associated liabilities are measured at the lower of their
carrying amount and fair value less disposal expenses. Assets and liabilities are presented separately in the statement
of financial position.
In the classification of non-current assets as held for sale, provisions for decommissioning costs related to these assets
are also disclosed. Any commitments with decommissioning assumed by the Company resulting from the sale process
are recognized after the closing of the transaction, in accordance with the contractual terms.
F-90
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
When a component of the Company is disposed of or classified as held for sale, and it represented a separate major line
of business, the disposed interest is considered a discontinued operation. Thus, its net income, operating, investing and
financing cash flows are presented in separate line items until the date of the closing of the operation.
31. Finance debt
31.1. Balance by type of finance debt
In Brazil
Banking market
Capital market
Development banks (*)
Others
Total
Abroad
Banking market
Capital market
Export credit agency
Others
Total
Total finance debt
Current
Non-current
(*) It includes BNDES, FINAME and FINEP
Current finance debt is composed of:
Short-term debt
Current portion of long-term debt
Accrued interest on short and long-term debt
Total
12.31.2022
1,285
2,896
723
4
4,908
12.31.2021
1,237
2,504
769
7
4,517
8,387
14,061
2,443
155
25,046
29,954
3,576
26,378
8,525
19,527
2,951
180
31,183
35,700
3,641
32,059
12.31.2022
12.31.2021
−
3,111
465
3,576
108
3,063
470
3,641
The capital market balance is mainly composed of US$ 13,442 in global notes issued abroad by the wholly owned
subsidiary PGF, as well as US$ 1,874 in debentures and US$ 880 in commercial notes issued by Petrobras in reais in
Brazil.
The balance in global notes has maturities between 2024 to 2115 and does not require collateral. Such financing was
carried out in dollars, euros and pounds, 87%, 2% and 11%, of the total global notes, respectively.
The debentures and the commercial notes, with maturities between 2024 and 2037, do not require collateral and are
not convertible into shares or equity interests.
31.2. Changes in finance debt
Balance at December 31, 2021
Proceeds from finance debt
Repayment of principal (*)
Repayment of interest (*)
Accrued interest (**)
Foreign exchange/ inflation indexation charges
Translation adjustment
Balance at December 31, 2022
In Brazil
Abroad
4,517
853
(1,013)
(292)
396
120
326
4,907
31,183
2,027
(8,183)
(1,554)
1,867
(580)
287
25,047
Total
35,700
2,880
(9,196)
(1,846)
2,263
(460)
613
29,954
F-91
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Balance at December 31, 2020
Proceeds from finance debt
Repayment of principal (*)
Repayment of interest (*)
Accrued interest (**)
Foreign exchange/ inflation indexation charges
Translation adjustment
Balance at December 31, 2021
(*) It includes pre-payments.
In Brazil
8,854
-
(4,213)
(245)
241
173
(228)
4,582
Abroad
45,035
1,754
(14,894)
(1,613)
1,970
82
(200)
32,134
Total
53,889
1,754
(19,107)
(1,858)
2,211
255
(428)
36,716
(**) It includes premium and discount over notional amounts, as well as gains and losses by modifications in contractual cash flows.
In 2022, the Company repaid several finance debts, in the amount of US$ 11,184 notably US$ 5,444 to repurchase global
bonds previously issued by the Company in the international capital market.
In the same period, the Company raised funds in the amount of US$ 2,880, mainly reflecting: (i) US$ 1,244 through a
Sustainability-Linked Loan, in the international banking market, maturing in 2027; (ii) US$ 572 through the issuance of
commercial notes in the Brazilian capital market due in 2030 and 2032; and (iii) US$ 280 through the issuance of private
placement commercial notes that backed the issuance of certificates of real estate receivables, maturing in 2030, 2032
and 2037. The certificates of real estate receivables were issued by a securitization that fully subscribed the Commercial
Notes issued by Petrobras.
The loan linked to sustainability commitments was signed with Bank of China, MUFG and The Bank of Nova Scotia, with
a value of US$ 1,244 and maturity in July 2027. The contract includes incentive mechanisms for achieving sustainability
commitments, based on the corporate performance indicators of E&P's greenhouse gas (GHG) intensity, refining GHG
intensity and E&P methane intensity.
31.3. Reconciliation with cash flows from financing activities
Changes in finance debt
Repurchase of debt securities
Deposits linked to finance debt (*)
Net cash used in financing activities
2022
2021
Proceeds from
finance debt
2,880
Repayment of
principal
(9,196)
Repayment of
interest
(1,846)
Proceeds from
finance debt
1,754
Repayment of
principal
(19,107)
Repayment of
interest
(1,858)
−
−
(121)
(17)
−
(4)
−
−
−
−
−
−
2,880
(9,334)
(1,850)
1,754
(19,107)
(1,858)
(*) Deposits linked to finance debt with China Development Bank, with semiannual settlements in June and December.
F-92
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
31.4. Summarized information on current and non-current finance debt
Maturity in
Financing in U.S.Dollars (US$):
Floating rate debt (**)
Fixed rate debt
Average interest rate p.a.
Financing in Brazilian Reais (R$):
Floating rate debt (***)
Fixed rate debt
Average interest rate p.a.
Financing in Euro (€):
Fixed rate debt
Average interest rate p.a.
Financing in Pound Sterling (£):
Fixed rate debt
Average interest rate p.a.
Total as of December 31, 2022
Average interest rate
Up to 1
year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
5 years
onwards
Total (*) Fair Value
2,879
2,588
291
6.8%
622
324
298
6.7%
37
37
4.7%
38
38
6.2%
3,576
6.7%
3,240
2,681
559
6.5%
690
280
410
6.9%
13
13
4.7%
−
−
0.0%
3,943
6.5%
2,569
1,934
635
6.1%
221
138
83
6.5%
289
289
4.7%
−
−
0.0%
3,079
6.1%
1,528
1,143
385
6.3%
440
138
302
6.2%
−
−
-
555
555
6.2%
2,523
6.2%
2,465
1,739
726
5.9%
427
333
94
6.4%
−
−
-
−
−
0.0%
2,892
6.0%
10,006
652
9,354
6.6%
2,507
1,060
1,447
6.6%
583
583
4.7%
845
845
6.5%
13,941
6.6%
18,817
6.5%
22,687
10,737
11,950
6.6%
4,907
2,273
2,634
6.6%
922
922
4.7%
1,438
1,438
6.3%
29,954
6.5%
35,700
6.2%
22,721
4,907
897
1,328
29,853
37,891
2,832
3,641
Total as of December 31, 2021
Average interest rate
5.9%
5.2%
(*)The average maturity of outstanding debt as of December 31, 2022 is 12.07 years (13.39 years as of December 31, 2021).
(**) Operations with variable index + fixed spread.
(***) Operations with variable index + fixed spread, if applicable.
3,449
5.6%
3,988
5.5%
2,973
5.3%
The fair value of the Company's finance debt is mainly determined and categorized into a fair value hierarchy as follows:
Level 1- quoted prices in active markets for identical liabilities, when applicable, amounting to US$ 13,061 of December
31, 2022 (US$ 20,770 of December 31, 2021); and
Level 2 – discounted cash flows based on discount rate determined by interpolating spot rates considering financing
debts indexes proxies, taking into account their currencies and also Petrobras’ credit risk, amounting to US$ 16,792 as
of December 31, 2022 (US$ 17,121 as of December 31, 2021).
Regarding the Interest Rate Benchmark Reform (IBOR Reform), in order to prepare for the transition to alternative
reference rates, the Company continues to monitor the pronouncements of regulatory authorities, aimed at adapting
its financial instruments to the new benchmark, and the Company expects that the replacement of the LIBOR reference
in the current financing agreements will be carried out under market conditions and, therefore, expects that there will
be no material impacts when this process is completed.
The Company has debts indexed to Libor (London Interbank Offered Rate), corresponding to 30.8% of total finance
debt.
The sensitivity analysis for financial instruments subject to foreign exchange variation is set out in note 34.3.
A maturity schedule of the Company’s finance debt (undiscounted), including face value and interest payments is set
out as follows:
Maturity
Principal
Interest
Total
2023
3,106
1,928
5,034
2024
4,061
1,748
5,809
2025
3,173
1,441
4,614
2026
2,665
1,282
3,947
2027
2,657
1,068
3,725
2028 and
thereafter
16,041
17,348
33,389
12.31.2022
31,703
24,815
56,518
12.31.2021
36,557
30,557
67,114
A maturity schedule of the lease arrangements (nominal amounts) is set out in note 32.
F-93
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
31.5. Lines of credit
Company
Abroad
PGT BV
PGT BV (*)
Total
In Brazil
Petrobras
Petrobras
Transpetro
Financial
institution
Date
Maturity
Available
(Lines of Credit)
Syndicate of banks
Syndicate of banks
12/16/2021
3/27/2019
11/16/2026
2/27/2024
Banco do Brasil
Banco do Brasil
Caixa Econômica Federal
3/23/2018
10/4/2018
11/23/2010
9/26/2026
9/5/2025
Not defined
5,000
3,250
8,250
383
383
63
12.31.2022
Used
Balance
−
−
−
−
−
−
5,000
3,250
8,250
383
383
63
Total
(*) In April 2021, the subsidiary PGT BV extended part of the Revolving Credit Facility. As such, US$ 2,050 will be available for withdrawal from February 28, 2024 until
February 27, 2026.
829
−
829
31.6. Covenants and Collateral
31.6.1. Covenants
The Company has covenants that were not in default at December 31, 2022 in its loan agreements and notes issued in
the capital markets requiring, among other obligations i) the presentation of interim financial statements within 90
days of the end of each quarter (not reviewed by Independent Registered Public Accounting Firm) and audited financial
statements within 120 days of the end of each fiscal year, with a grace period ranging from 30 to 60 days, depending on
the agreement; ii) Negative Pledge / Permitted Liens clause; and iii) covenants with respect to debt level in some of its
loan agreements with the Brazilian Development Bank (Banco Nacional de Desenvolvimento Econômico e Social -
BNDES).
Additionally, there are other non-financial obligations that the Company has to comply with: i) clauses of compliance
with the laws, rules and regulations applicable to the conduct of its business including (but not limited to)
environmental laws; (ii) clauses in financing agreements that require both the borrower and the guarantor to conduct
their business in compliance with anti-corruption laws and anti-money laundering laws and to institute and maintain
policies necessary for such compliance; and (iii) clauses in financing agreements that restrict relations with entities or
even countries sanctioned primarily by the United States (including, but not limited to, the Office of Foreign Assets
Control - OFAC, Department of State and Department of Commerce), the European Union and United Nations.
31.6.2. Collateral
Most of the Company’s debt is unsecured, but certain specific funding instruments to promote economic development
are collateralized. Such contracts represent 16% of the total financing, notably a Financing agreement with China
Development Bank (CDB).
The loans obtained by structured entities are collateralized based on the projects’ assets, as well as liens on receivables
of the structured entities. Bonds issued by the Company in the capital market are unsecured.
The global notes issued by the Company in the capital market through its wholly-owned subsidiary Petrobras Global
Finance B.V. – PGF are unsecured. However, Petrobras fully, unconditionally and irrevocably guarantees these notes.
Accounting policy for loans and finance debt
Loans and finance debt are initially recognized at fair value less transaction costs that are directly attributable to its
issue and subsequently measured at amortized cost using the effective interest method.
F-94
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
When the contractual cash flows of a financial liability measured at amortized cost are renegotiated or modified and
this change is not substantial, its gross carrying amount will reflect the discounted present value of its cash flows under
new terms using the original effective interest rate. The difference between the book value immediately prior to such
modification and the new gross carrying amount is recognized as gain or loss in the statement of income. When such
modification is substantial, the original liability is extinguished and a new liability is recognized, impacting the
statement of income for the period.
32. Lease liabilities
The Company is the lessee in agreements primarily including oil and gas producing units, drilling rigs and other
exploration and production equipment, vessels and support vessels, helicopters, lands and buildings. Changes in the
balance of lease liabilities are presented below:
Balance at December 31, 2021
Remeasurement / new contracts
Payment of principal and interest (*)
Interest expenses
Foreign exchange gains and losses
Translation adjustment
Transfers
Balance at December 31, 2022
Current
Non-current
In Brazil
4,604
2,730
(1,785)
365
(169)
287
(12)
6,020
(*) The Repayment of lease liability, disclosed in the Statements of Cash Flows, includes US$ 7 related to assets classified as held for sale.
Balance at December 31, 2020
Remeasurement / new contracts
Payment of principal and interest
Interest expenses
Foreign exchange gains and losses
Translation adjustment
Transfers
Balance at December 31, 2021
Current
Non-current
In Brazil
4,340
1,655
(1,560)
243
151
(272)
47
4,604
Abroad
18,439
2,219
(3,638)
991
(1,221)
1,170
(135)
17,825
Abroad
17,310
4,474
(4,267)
990
1,288
(1,310)
(46)
18,439
Total
23,043
4,949
(5,423)
1,356
(1,390)
1,457
(147)
23,845
5,557
18,288
Total
21,650
6,129
(5,827)
1,233
1,439
(1,582)
1
23,043
5,432
17,611
A maturity schedule of the lease arrangements (nominal amounts) is set out as follows:
Nominal Future Payments
Without readjustment
Vessels
Others
With readjustment - abroad (*)
Vessels
Platforms
With readjustment - Brazil
Vessels
Properties
Others
Nominal amounts on December 31, 2022
Nominal amounts on December 31, 2021
(*) Contracts signed in the U.S. Dollars.
up to 1
year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
5 years
onwards
2,813
93
238
1,546
609
159
252
5,710
5,567
2,000
40
213
1,539
464
209
156
4,621
3,944
1,141
19
179
1,461
288
163
129
3,380
3,027
491
5
158
1,368
109
156
107
2,394
2,309
340
−
131
1,358
18
175
100
2,122
1,972
1,695
−
17
10,992
10
1,365
419
14,498
14,608
Total
8,480
157
936
18,264
1,498
2,227
1,163
32,725
31,427
Recoverable
taxes
255
14
−
−
120
93
73
555
346
The following table presents the main information on leases by class of underlying assets, where platforms and vessels
represent 92% of the lease liability:
F-95
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Present Value of Future Payments
Without readjustment
Vessels
Others
With readjustment - abroad (*)
Platforms
Vessels
With readjustment - Brazil
Vessels
Properties
Others
Discount
rate (%)
Average
Period
Recoverabl
e taxes
Closing
Balance
Opening
Balance
4,0518
5.8 years
2,5774
2.6 years
255
14
7,421
149
5,7393 13.9 years
4,4127
4.2 years
−
−
12,340
838
7,8958
2.8 years
8,0496 22.7 years
120
93
1,298
1,010
7.7 years
9,8752
5,5127 11.4 years
73
555
789
23,845
6,201
202
13,059
1,431
850
590
710
23,043
Total (**)
(*) Incremental nominal rate on company debt calculated from the yield curve of bonds and credit risk of the Company, as well as terms .
(**) Total amount, except for the average period column.
In certain contracts, there are variable payments and amounts less than 1 year recognized as an expense:
Variable payments
Variable payments x fixed payments
Up to 1 year maturity
31.12.2022
1,060
20%
118
31.12.2021
898
15%
110
At December 31, 2022, the nominal amounts of lease agreements for which the lease term has not commenced, as they
relate to assets under construction or not yet available for use, is US$ 79,913 (US$ 79,557 at December 31, 2021).
The sensitivity analysis of financial instruments subject to exchange variation is presented in note 34.3.
Accounting policy for lease liabilities
Lease liabilities, including those whose underlying assets are of low value, are measured at the present value of lease
payments, which includes recoverable taxes, non-cancellable periods and options to extend a lease when they are
reasonably certain. These payments are discounted at the Company's nominal incremental rate on loans, as the interest
rates implicit in lease agreements with third parties usually cannot be readily determined.
Lease remeasurements reflect changes arising from contractual rates or indexes, as well as lease terms due to new
expectations of lease extensions or terminations.
Unwinding of discount on the lease liability is classified as finance expense, while payments reduce their carrying
amount. According to the Company’s foreign exchange risk management, foreign exchange variations on lease liabilities
denominated in U.S. dollars are designated as instruments to protect cash flow hedge relationships from highly
probable future exports (see note 34.3).
In the E&P segment, some activities are conducted by joint operations with partner companies where the Company is
the operator. In cases where all parties to the joint operation are primarily responsible for the lease payments, the
Company recognizes the lease liability in proportion to its share. When using underlying assets arising from a specific
contract in which the Company is solely responsible for the lease payments, the lease liabilities remain fully recognized
and the partners are charged in proportion to their interests.
Payments associated with short-term leases (term of 12 months or less) are recognized as an expense over the term of
the lease.
F-96
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
33. Equity
33.1. Share capital (net of share issuance costs)
As of December 31, 2022 and December 31, 2021, subscribed and fully paid share capital, net of issuance costs, was
US$ 107,101, represented by 7,442,454,142 common shares and 5,602,042,788 preferred shares, all of which are
registered, book-entry shares with no par value.
Preferred shares have priority on returns of capital, do not grant any voting rights and are non-convertible into common
shares.
33.2. Capital reserve
Capital reserve comprises treasury shares owned by Petrobras, in the amount of US$ 2, at December 31, 2022 and
December 31, 2021.
33.3. Capital transactions
33.3.1. Incremental costs directly attributable to the issue of shares
It includes any transaction costs directly attributable to the issue of new shares, net of taxes.
33.3.2. Change in interest in subsidiaries
It includes any excess of amounts paid/received over the carrying value of the interest acquired/disposed. Changes in
interests in subsidiaries that do not result in loss of control of the subsidiary are equity transactions.
33.3.3. Treasury shares
Shares held in treasury in the amount of US$ 2, at December 31, 2022 and December 31, 2021, represented by 222,760
common shares and 72,909 preferred shares.
33.4. Profit reserves
33.4.1. Legal reserve
It represents 5% of the net income for the year, calculated pursuant to article 193 of the Brazilian Corporation Law.
33.4.2. Statutory reserve
Appropriated by applying 0.5% of the year-end share capital and is retained to fund technology research and
development programs. The balance of this reserve may not exceed 5% of the share capital, pursuant to article 56 of
the Company’s bylaws.
33.4.3. Tax incentives reserve
Government grants are recognized in the statement of income and are appropriated from retained earnings to the tax
incentive reserve pursuant to article 195-A of Brazilian Corporation Law. This reserve may only be used to offset losses
or increase share capital.
In 2022, the amount of US$ 457 was appropriated from retained earnings to the tax incentive reserve referring to a
subsidy incentive for investments, granted by the Superintendencies for Development of the Northeast Region of Brazil
(SUDENE) and of the Amazon (SUDAM).
F-97
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
33.4.4. Profit retention reserve
It includes funds intended for capital expenditures, primarily in oil and gas exploration and development activities, as
per the capital budget of the Company, pursuant to article 196 of the Brazilian Corporation Law.
33.5. Distributions to shareholders
Pursuant to Brazilian Corporation Law, the Company’s shareholders are entitled to receive minimum mandatory
dividends (and/or interest on capital) of 25% of the adjusted net income for the year in proportion to the number of
common and preferred shares held by them.
To the extent the Company proposes dividend distributions, preferred shares have priority in dividend distribution,
which is based on the highest of 3% of the preferred shares’ net book value or 5% of the preferred share capital.
Preferred shares participate under the same terms as common shares in capital increases resulting from the
capitalization of profit reserves or retained earnings. However, this priority does not necessarily grant dividend
distributions to the preferred shareholders in the event of loss for a year.
The payment of dividends may be made only to preferred shareholders if the priority dividends absorb all the adjusted
net income for the year or reach an amount equal to or greater than the mandatory minimum dividend of 25%.
The Company’s policy on distributions to shareholders, approved by the Board of Directors in 2019 and updated in
November 2021, defines the following:
•
•
•
•
•
minimum distribution of US$ 4,000 for fiscal years when the average Brent price exceeds US$ 40 per barrel,
regardless its level of indebtedness. This distribution will be equal to both common and preferred shares, once it
exceeds the minimum value for preferred shares provided for in the Company's bylaws;
in case of gross debt (comprising current and non-current finance debt and lease liability) equal to or less than
US$ 65,000, in addition to the existence of net income attributable to shareholders of Petrobras, to be verified
on a quarterly basis, the Company will distribute to shareholders 60% of the difference between net cash
provided by operating activities and cash used in the acquisition of PP&E and intangibles assets, calculated in
Brazilian reais, provided that the result of this calculation exceeds US$ 4,000 and does not compromise the
financial sustainability of the Company;
regardless its level of indebtedness, the Company may, in exceptional cases, pay extraordinary dividends,
exceeding the minimum mandatory dividend or the values established in the policy, provided that the Company's
financial sustainability is preserved;
the distribution of remuneration to shareholders must be made on a quarterly basis; and
the Company may exceptionally distribute dividends even if there is no net income for the year, in accordance
with the rules provided for the Brazilian Corporation Law and the criteria defined in this policy.
Petrobras seeks, through its policy on distributions to shareholders, to ensure short, medium and long-term financial
sustainability, providing predictability to the dividend payments to shareholders.
33.5.1. Accounting policy on distributions to shareholders
Distributions to shareholders are made by means of dividends and interest on capital, determined in accordance with
the limits defined in the Brazilian Corporation Law and in the Company’s bylaws.
Interest on capital is a deductible expense, since it is part of the dividend for the year, as provided for in the Company’s
bylaws, and accounted for in the statement of income, as required by tax legislation, resulting in a tax credit for income
taxes recognized in the statement of income of the year.
F-98
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The dividends portion provided for in the bylaws or that represents the minimum mandatory dividends is recognized as
a liability within the statement of financial position. Any excess must be maintained in shareholders' equity, as
additional dividends proposed, until its approval on the Annual General Shareholders Meeting.
Dividends not claimed by Petrobras’ shareholders are transferred from dividends payable to other current liabilities.
After 3 years from the date these dividends are made available to shareholders, they are reclassified from other current
liabilities to equity within retained earnings, in accordance with Petrobras' bylaws.
33.5.2. Proposed dividends for 2022
Distribution to shareholders for 2022, proposed by management for approval at the Annual General Shareholders
Meeting, amounting to US$ 43,187 (US$ 3.3106 per outstanding share), includes the minimum mandatory dividend of
25% of the adjusted net income (US$ 8,458) and additional dividends proposed (US$ 34,729), arising from the remaining
portion of retained earnings and the profit retention reserve.
This amount includes US$ 36,323 of anticipations to shareholders, updated by SELIC interest rate, from the payment
date to December 31, 2022, and US$ 6,864 of complementary dividends.
Cash generation arising from higher sales margins, the maintenance of the indebtedness target, as well as the absence
of investments held back by financial restrictions, allowed proposed dividends for 2022 to be higher than dividends
calculated based on the Company’s policy on distribution to shareholders (US$ 23,660).
Dividends and interest on capital - paid in 2 installments - June and July 2022
05.05.2022 05.23.2022
0.7423
9,683
Dividends and interest on capital - paid in 2 installments - August and September 2022
07.28.2022 08.11.2022
1.2909
16,839
Date of
approval
Date of
record
Amount per
common and
preferred
share Amount
Dividends and interest on capital - paid in 2 installments - December 2022 and January 2023
Total approved anticipations of dividends as of December 31, 2022
11.03.2022 11.21.2022
Monetary restatement on paid anticipations
Total anticipations of dividends monetarily restated
Complementary dividends
Total dividends proposed for 2022
Total dividends for 2021
0.6521
2.6853
8,508
35,030
0.0991
1,293
2.7844
36,323
0.5262
6,864
3.3106
1.4215
43,187
18,541
According to the Company’s by-laws, these amounts are indexed to the Selic interest rate, from the date of the payment
to the end of the fiscal year (US$ 1,293), and are considered in determining the remaining dividends to be paid relating
to 2022.
The interest on capital anticipated for the year 2022 resulted in a deductible expense which reduced the income tax
expense by US$ 1,234. This amount was subject to withholding income tax (IRRF) of 15%, except for immune and exempt
shareholders, as established in applicable law.
33.5.3. Dividends for 2021
Distribution to shareholders for 2021, proposed by management and approved at the Annual General Shareholders
Meeting held on April 13, 2022, amounted US$ 18,541 (corresponding to US$ 1.4215 per outstanding share), includes
the minimum mandatory dividend of 25% of the adjusted net income (US$ 4,510) and additional dividends proposed
(US$ 14,031), arising from the remaining portion of retained earnings and the profit retention reserve. This proposal
was superior to the priority of preferred shares.
F-99
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
This amount included US$ 11,853 of anticipations to shareholders, updated by SELIC interest rate, from the payment
date to December 31, 2021, and US$ 6,688 of complementary dividends.
These complementary were reclassified from shareholders' equity to liabilities on the date of approval on the Annual
General Shareholders Meeting and paid on May 16, 2022 in the amount of US$ 6,987, equivalent to US$ 0.5356 per
outstanding share, including the updated by the Selic interest rate from December 31, 2021 to the payment date, in the
amount of US$ 299.
33.5.4. Dividends payable
As of December 31, 2022, dividends payable within current liabilities, amounting to US$ 4,171, relate to the second
installment of the anticipation of dividend approved on November 3, 2022 and paid on January 19, 2023.
Opening balance of dividends payable to shareholders of Petrobras
Additions relating to complementary dividends
Additions relating to anticipated dividends
Payments made
Monetary restatement
Transfers to unclaimed dividends
Withholding income taxe over interest on capital and monetary restatement
Translation adjustment
Closing balance of dividends payable to shareholders of Petrobras
Dividends payable to non-controlling shareholders
Consolidated closing balance of dividends payable
2022
−
6,688
35,030
(37,701)
(298)
(165)
(366)
981
4,169
2
4,171
2021
849
1,128
11,732
(13,078)
(13)
(67)
(217)
(334)
−
−
−
Complementary dividends amounting to US$ 6,932 (US$ 0.5314 per outstanding share) will be maintained in
shareholders' equity until its approval on the Annual General Shareholders Meeting, to be held in April 2023, when it will
be reclassified to liabilities, if approved.
33.5.5. Unclaimed Dividends
As of December 31, 2022, the balance of dividends not claimed by shareholders of Petrobras is US$ 241 recorded as
other current liabilities, as described in note 20 (US$ 81 as of December 31, 2021). The payment of these dividends was
not carried out due to the lack of registration data for which the shareholders are responsible with the custodian bank
for the Company's shares and with Petrobras.
Changes in unclaimed dividens
Opening balance
Transfers from dividends payable
Prescription
Translation adjustment
Closing Balance
2022
2021
81
165
(11)
6
241
18
67
−
(4)
81
Prescribed dividends amounting to US$ 11 in 2022 was transferred to equity, within retained earnings.
The following table presents the Company’s expectation of prescription of unclaimed dividends if missing registration
data is uninformed by shareholders of Petrobras.
F-100
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Expectation of prescription of unclaimed dividends
2022
2023
2024
33.6. Earnings per share
Common
Preferred
2022
Total
Common
Preferred
2021
Total
Common
Preferred
12.31.2022
7
63
171
241
2020
Total
Net income
attributable to
shareholders of
Petrobras
Weighted average
number of
outstanding
shares
Basic and diluted
earnings per
share - in U.S.
Basic and diluted
earnings (losses)
per ADS
equivalent - in
(*)
20,895
15,728
36,623
11,339
8,536
19,875
651
490
1,141
7,442,231,382 5,601,969,879 13,044,201,261 7,442,231,382 5,601,969,879 13,044,201,261 7,442,231,382 5,601,969,879 13,044,201,261
2.81
2.81
2.81
1.52
1.52
1.52
0.09
0.09
0.09
5.62
5.62
5.62
3.04
3.04
3.04
0.18
0.18
0.18
(*) Petrobras' ADSs are equivalent to two shares.
Basic earnings per share are calculated by dividing the net income (loss) attributable to shareholders of Petrobras by
the weighted average number of outstanding shares during the period.
Diluted earnings per share are calculated by adjusting the net income (loss) attributable to shareholders of Petrobras
and the weighted average number of outstanding shares during the period taking into account the effects of all dilutive
potential shares (equity instrument or contractual arrangements that are convertible into shares).
Basic and diluted earnings are identical as the Company has no potentially dilutive shares.
34. Risk management
The Company is exposed to a variety of risks arising from its operations, including price risk (related to crude oil and oil
products prices), foreign exchange rates risk, interest rates risk, credit risk and liquidity risk. Corporate risk
management is part of the Company’s commitment to act ethically and comply with the legal and regulatory
requirements of the countries where it operates.
To manage market and financial risks the Company prefers structuring measures through adequate capital and
leverage management. While managing risks, the Company considers its corporate governance and controls, technical
departments and statutory committees monitoring, under the guidance of the Board of Executive Officers and the
Board of Directors. The Company takes account of risks in its business decisions and manages any such risk in an
integrated manner in order to enjoy the benefits of diversification.
The Company presents a sensitivity analysis of factors relating to its corporate risk management process. The possible
and remote scenarios are related to events with low and very low probability of occurrence, respectively. The period of
application of the sensitivity analysis is one year, except for operations with commodity derivatives, for which a three-
month period is applied, due to the short-term nature of these transactions.
F-101
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
34.1. Derivative financial instruments
A summary of the positions of the derivative financial instruments held by the Company and recognized in other current
assets and liabilities as of December 31, 2022 , as well as the amounts recognized in the statement of income and other
comprehensive income and the guarantees given is set out as follows:
Derivatives not designated for hedge accounting
Future contracts - total (*)
Long position/Crude oil and oil products
Short position/Crude oil and oil products
Swap (**)
Long put/ Soybean oil (**)
Forward contracts
Short position/Foreign currency forwards (BRL/USD)
Swap
Foreign currency / Cross-currency Swap (***)
Foreign currency / Cross-currency Swap (***)
Swap - CDI X IPCA
Foreign currency / Cross-currency Swap (***)
Total recognized in the Statement of Financial Position
(*) Notional value in thousands of bbl.
(**) Notional value in thousands of tons.
(***) Amounts in US$, GBP and R$ are presented in million.
Commodity derivatives
Crude oil - Note 34.2 (a)
Other commodity derivative transactions - Note 34.2 (b)
Recognized in Other Income and Expenses
Currency derivatives
Swap Pounds Sterling x Dollar - Note 34.3 (b)
NDF – Euro x Dollar
NDF – Pounds Sterling x Dollar
Swap CDI x Dollar - Note 34.3 (b)
Others
Interest rate derivatives
Swap - CDI X IPCA - Note 34.3 (b)
Cash flow hedge on exports - Note 34.3 (a)
Recognized in Net finance income (expense)
Total
Cash flow hedge on exports - Note 34.3 (a)
12.31.2022
Notional value
12.31.2021
Asset Position (Liability)
12.31.2021
12.31.2022
Maturity
Statement of Financial Position
Fair value
683
9,058
(8,375)
(1,308)
1,380
(2,688)
(3)
(11)
-
-
-
R$ 3,008
US$ 729
US$ 15
GBP 583
GBP 442
R$ 3,008
US$ 729
(40)
(1)
-
-
−
-
-
-
(16)
(64)
(120)
-
-
-
-
23
(50)
(1)
(221)
(250)
2023
2023
−
2023
-
-
-
2029/2034
2024/2029
Gains/ (losses) recognized in the statement of
income
2020
2022
2021
−
(256)
(256)
(297)
−
−
211
5
(81)
(50)
(50)
(4,871)
(5,002)
(5,258)
−
(79)
(79)
(85)
−
9
(3)
1
(78)
(41)
(41)
(4,585)
(4,704)
(4,783)
(502)
194
(308)
11
(23)
20
(284)
(2)
(278)
(36)
(36)
(4,720)
(5,034)
(5,342)
Gains/ (losses) recognized in other
comprehensive income
2020
(16,740)
2021
636
2022
10,094
F-102
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Commodity derivatives
Currency derivatives
Total
Guarantees given as collateral
12.31.2022
96
12.31.2021
15
−
96
27
42
A sensitivity analysis of the derivative financial instruments for the different types of market risks as of December 31,
2022 is set out as follows:
Financial Instruments
Risk
Derivatives not designated for hedge accounting
Future and forward contracts
Crude oil and oil products - price changes
Probable
Scenario
Reasonably
possible
scenario
Remote
Scenario
-
−
(135)
(135)
(269)
(269)
The probable scenario uses market references, used in pricing models for oil, oil products and natural gas markets, and
takes into account the closing price of the asset on December 31, 2022. Therefore, no variation is considered arising
from outstanding operations in this scenario. The reasonably possible and remote scenarios reflect the potential
effects on the statement of income from outstanding transactions, considering a variation in the closing price of 20%
and 40%, respectively. To simulate the most unfavorable scenarios, the variation was applied to each asset according
to open transactions: price decrease for long positions and increase for short positions.
34.2. Risk management of products prices
The Company is usually exposed to commodity price cycles, although it may use derivative instruments to hedge
exposures related to prices of products purchased and sold to fulfill operational needs and in specific circumstances
depending on business environment analysis and assessment of whether the targets of the Strategic Plan are being
met.
a)
Crude Oil
In March 2020, in order to preserve the Company's liquidity, Petrobras approved a hedge strategy for exported oil
already shipped but not priced mainly due to the high volatility at that time, both due to the effects of the oil price drop
and the effects of the COVID-19 pandemic on the global oil consumption.
As a result of this strategy, from April 2020, transactions using forward (swap) and futures contracts were carried out.
Forward transactions do not require initial disbursement, whereas future transactions require margin deposits,
depending on the volume contracted.
b) Other commodity derivative transactions
Petrobras, by use of its assets, positions and market knowledge from its operations in Brazil and abroad, occasionally
seeks to optimize some of its commercial operations in the international market, with the use of commodity derivatives
to manage price risk.
34.3. Foreign exchange risk management
The Company’s Risk Management Policy provides for, as an assumption, an integrated risk management that extends
to the whole corporation, pursuing the benefit from the diversification of its businesses.
By managing its foreign exchange risk, the Company takes into account the cash flows derived from its operations as a
whole. This concept is especially applicable to the risk relating to the exposure of the Brazilian Real against the U.S.
dollar, in which future cash flows in U.S. dollar, as well as cash flows in Brazilian Real affected by the fluctuation between
F-103
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
both currencies, such as cash flows derived from diesel and gasoline sales in the domestic market, are assessed in an
integrated manner.
Accordingly, the financial risk management mainly involves structured actions encompassing the business of the
Company.
Changes in the Real/U.S. dollar spot rate, as well as foreign exchange variation of the Real against other foreign
currencies, may affect net income and the statement of financial position due to the exposures in foreign currencies,
such as high probable future transactions, monetary items and firm commitments.
The Company seeks to mitigate the effect of potential variations in the Real/U.S. dollar spot rates mainly raising funds
denominated in US dollars, aiming at reducing the net exposure between obligations and receipts in this currency, thus
representing a form of structural protection that takes into account criteria of liquidity and cost competitiveness.
Foreign exchange variation on future exports denominated in U.S. Dollar in a given period are efficiently hedged by the
US dollar debt portfolio taking into account changes in such portfolio over time.
The foreign exchange risk management strategy may involve the use of derivative financial instruments to hedge
certain liabilities, mitigating foreign exchange rate risk exposure, especially when the Company is exposed to a foreign
currency in which no cash inflows are expected.
In the short-term, the foreign exchange risk is managed by applying resources in cash or cash equivalent denominated
in Brazilian Real, U.S. Dollar or in another currency.
a)
Cash Flow Hedge involving the Company’s future exports
The carrying amounts, the fair value as of December 31, 2022, and a schedule of expected reclassifications to the
statement of income of cumulative losses recognized in other comprehensive income (shareholders’ equity) based on
a US$ 1.00 / R$ 5,2177 exchange rate are set out below:
Present value of hedging instrument notional value at
12.31.2022
Hedging Instrument
Hedged Transactions
Nature
of the Risk
Foreign exchange gains and losses
on proportion of non-derivative
financial instruments cash flows
Foreign exchange gains and losses of
highly probable future monthly
exports revenues
Foreign Currency
– Real vs U.S. Dollar
Spot Rate
Maturity
Date
January
2023 to
December
2032
Changes in the present value of hedging instrument notional value
Amounts designated as of December 31, 2021
Additional hedging relationships designated, designations revoked and hedging instruments re-designated
Exports affecting the statement of income
Principal repayments / amortization
Foreign exchange variation
Amounts designated as of December 31, 2022
Nominal value of hedging instrument (finance debt and lease liability) at December 31, 2022
US$ million
R$ million
62,119
324,121
US$ million
72,640
14,589
(12,037)
(13,073)
-
62,119
72,393
R$ million
405,370
76,263
(62,172)
(67,270)
(28,070)
324,121
377,723
In the year ended December 31, 2022, the Company recognized a US$ 62 loss within foreign exchange gains (losses) due
to ineffectiveness (a US$ 15 gain in the same period of 2021).
The average ratio of future exports for which cash flow hedge accounting was designated to the highly probable future
exports is 48.58%.
A roll-forward schedule of cumulative foreign exchange losses recognized in other comprehensive income as of
December 31, 2022 is set out below:
F-104
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Balance at December 31, 2021
Recognized in Other comprehensive income
Reclassified to the statement of income - occurred exports
Balance at December 31, 2022
Balance at December 31, 2020
Recognized in Other comprehensive income
Reclassified to the statement of income - occurred exports
Balance at December 31, 2021
Exchange rate
variation
Tax effect
Total
(36,621)
5,223
4,871
(26,527)
12,452
(1,776)
(1,656)
9,020
(24,169)
3,447
3,215
(17,507)
Exchange rate
variation
Tax effect
Total
(37,257)
(3,949)
4,585
(36,621)
12,667
1,344
(1,559)
12,452
(24,590)
(2,605)
3,026
(24,169)
Additional hedging relationships may be revoked or additional reclassification adjustments from equity to the
statement of income may occur as a result of changes in forecasted export prices and export volumes following a
revision of the Company’s strategic plan. Based on a sensitivity analysis considering a US$ 10/barrel decrease in Brent
prices stress scenario, when compared to the Brent price projections in the Strategic Plan 2023-2027, would not indicate
a reclassification from equity to the statement of income.
A schedule of expected reclassification of cumulative foreign exchange losses recognized in other comprehensive
income to the statement of income as of December 31, 2022 is set out below:
Expected realization
(7,613)
(5,692)
(3,558)
(3,019)
(3,258)
(2,251)
(1,136)
(26,527)
2023
2024
2025
2026
2027
2028 2029 to 2032
Total
Accounting policy for hedge accounting
At inception of the hedge relationship, the Company documents its objective and strategy, including identification of
the hedging instrument, the hedged item, the nature of the hedged risk and evaluation of hedge effectiveness
requirements.
Considering the natural hedge and the risk management strategy, the Company designates hedging relationships to
account for the effects of the existing hedge between a foreign exchange gain or loss from proportions of its long-term
debt obligations (denominated in U.S. dollars) and foreign exchange gain or loss of its highly probable U.S. dollar
denominated future exports revenues, so that gains or losses associated with the hedged transaction (the highly
probable future exports) and the hedging instrument (debt obligations) are recognized in the statement of income in
the same periods.
Foreign exchange gains and losses on proportions of debt obligations and lease liability (non-derivative financial
instruments) have been designated as hedging instruments.
The highly probable future exports for each month are hedged by a proportion of the debt obligations with an equal US
dollar nominal amount. Only a portion of the Company’s forecast exports are considered highly probable.
The Company’s future exports are exposed to the risk of variation in the Brazilian Real/U.S. dollar spot rate, which is
offset by the converse exposure to the same type of risk with respect to its debt denominated in US dollar.
The hedge relationships are assessed on a monthly basis and they may cease and may be re-designated in order to
achieve the risk management strategy.
F-105
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Foreign exchange gains and losses relating to the effective portion of such hedges are recognized in other
comprehensive income and reclassified to the statement of income within finance income (expense) in the periods when
the hedged item affects the statement of income.
Whenever a portion of future exports for a certain period, for which their foreign exchange gains and losses hedging
relationship has been designated is no longer highly probable, the Company revokes the designation and the
cumulative foreign exchange gains or losses that have been recognized in other comprehensive income remain
separately in equity until the forecast exports occur.
If future exports for which foreign exchange gains and losses hedging relationship has been designated is no longer
expected to occur, any related cumulative foreign exchange gains or losses that have been recognized in other
comprehensive income from the date the hedging relationship was designated to the date the Company revoked the
designation is immediately recycled from equity to the statement of income.
In addition, when a financial instrument designated as a hedging instrument expires or settles, the Company may
replace it with another financial instrument in a manner in which the hedge relationship continues to occur. Likewise,
whenever a hedged transaction effectively occurs, its financial instrument previously designated as a hedging
instrument may be designated for a new hedge relationship.
Gains or losses relating to the ineffective portion are immediately recognized in finance income (expense).
Ineffectiveness may occur as hedged items and hedge instruments have different maturity dates and due to discount
rate used to determine their present value.
b)
Information on ongoing contracts
Cross currency swap – Pounds Sterling x Dollar
In 2017, the Company, through its wholly owned subsidiary Petrobras Global Trading B.V. (PGT), entered into cross
currency swaps maturing in 2026 and 2034, with notional amounts of £ 700 million and £ 600 million, respectively, in
order to hedge its Pound/U.S. Dollar exposure arising from bonds issued amounting to £ 1,300.
Over the last few years, Petrobras repurchased part of these bonds, reducing its position in this derivative instrument.
Between October and November 2022, after carrying out an integrated analysis of the main risk factors to which the
Company is exposed, Petrobras terminated the position in this derivative instrument.
Swap contracts – IPCA x CDI and CDI x Dollar
In September 2019, Petrobras contracted a cross currency swap aiming to protect against exposure arising from the
7th issuance of debentures, settled on October 9, 2019, in the total notional amount of US$ 367 for IPCA x CDI
operations, maturing in September 2029 and September 2034, and US$ 240 for CDI x U.S. Dollar operations, maturing
in September 2024 and September 2029.
In July 2022, the Company approved a repurchase plan for these debentures, to held them in treasury or resell them. At
December 31, 2022, only an immaterial amount of this debt had been effectively repurchased. Thus, the position in this
swap remains unchanged.
Changes in interest rate forward curves (CDI interest rate) may affect the Company's results, due to the market value
of these swap contracts. In preparing a sensitivity analysis for these curves, a parallel shock on this curve was estimated
based on the average maturity of these swap contracts, in the scope of the Company’s Risk Management Policy. For
possible and remote scenarios, the effects of 40% (500 b.p.) and 80% (1,000 b.p.) variations, respectively, on the interest
rate forward curves were estimated. The effects of this sensitivity analysis, keeping all other variables remaining
constant, are shown in the following table:
F-106
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
SWAP cambial (IPCA x USD)
Possible Result
Remote Result
(13)
(15)
The methodology used to calculate the fair value of this swap operation consists of calculating the future value of the
operations, using rates agreed in each contract and the projections of the forward curves, IPCA coupon and foreign
exchange coupon, discounting to present value using the risk-free rate. Curves are obtained from Bloomberg based on
forward contracts traded in stock exchanges.
Finally, the mark-to-market is adjusted to the credit risk of the financial institutions, which is not relevant in terms of
financial volume, since the Company makes contracts with highly rated banks.
c)
Sensitivity analysis for foreign exchange risk on financial instruments
A sensitivity analysis is set out below, showing the probable scenario for foreign exchange risk on financial instruments,
computed based on external data along with reasonably possible and remote scenarios (20% and 40% changes in the
foreign exchange rates prevailing on December 31, 2022, respectively), except for assets and liabilities of foreign
subsidiaries, when transacted in a currency equivalent to their respective functional currencies. This analysis only covers
the exchange rate variation and maintains all other variables constant.
Risk
Financial Instruments
Exposure at
12.31.2022
Probable Scenario (*)
Reasonably possible
scenario
Dollar/Real
Euro/Dollar
Pound/Dollar
Pound/Real
Euro/Real
Assets
Liabilities
Exchange rate - Cross
currency swap
Cash flow hedge on
exports
Total
Assets
Liabilities
Total
Assets
Liabilities
Total
Assets
Liabilities
Total
Assets
Liabilities
Total
7,448
(96,873)
(576)
62,120
(27,881)
1,018
(2,173)
(1,155)
1,445
(2,879)
(1,434)
2
(26)
(24)
75
(971)
(6)
623
(279)
32
(68)
(36)
33
(66)
(33)
−
(1)
(1)
1,490
(19,374)
(115)
12,424
(5,575)
204
(435)
(231)
289
(576)
(287)
−
(5)
(5)
4
(63)
(59)
(30,553)
−
(3)
(3)
(352)
1
(12)
(11)
(6,109)
Total at December 31, 2022
(*) At , the probable scenario was computed based on the following risks: R$ x U.S. Dollar - a 1% depreciation of the Real; Euro x Dollar: a 3.1 appreciation of the Euro;
Pound Sterling x U.S. Dollar: a 2.26% appreciation of the Pound Sterling; Real x Euro: a 4.2% depreciation of the Real; and Real x Pound Sterling - a 3.3% depreciation of
the Real. Source: Focus and Thomson Reuters.
34.4. Interest rate risk management
The Company considers that interest rate risk does not create a significant exposure and therefore, preferably does not
use derivative financial instruments to manage interest rate risk, except for specific situations faced by certain
subsidiaries of Petrobras.
The sensitivity analysis of interest rate risk presented in the table below is carried out for a twelve-month term.
Amounts referring to reasonably possible and remote scenarios mean the total floating interest expense if there is a
variation of 40% and 80% in these interest rates, respectively, maintaining all other variables constant.
F-107
Remote
Scenario
2,979
(38,749)
(231)
24,848
(11,153)
407
(869)
(462)
578
(1,152)
(574)
1
(10)
(9)
2
(25)
(23)
(12,221)
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The following table presents the amounts to be disbursed by Petrobras with the payment of interest related to debts
with floating interest rates at December 31, 2022:
Risk
LIBOR 3M
LIBOR 6M
SOFR 3M
SOFR 6M
CDI
TJLP
IPCA
Probable
Scenario (*)
12
655
84
17
181
70
96
Reasonably
possible
scenario
16
917
109
23
253
98
134
Remote
Scenario
19
1,179
135
30
325
126
173
1,115
1,550
1,987
(*) The probable scenario was calculated considering the quotations of currencies and floating rates to which the debts are indexed.
34.5. Liquidity risk management
The possibility of a shortage of cash or other financial assets in order to settle the Company’s obligations on the agreed
dates is managed by the Company. In the Company’s consolidated financial statements for the year ended December
31, 2022, the net working capital was negative. To mitigate such position, the Company has investments in post-fixed
Bank Deposit Certificates (CDB) classified as non-current assets (see note 7.2), with daily liquidity.
Following its liability management strategy, the Company regularly evaluates market conditions and may enter into
transactions to repurchase its own securities or those of its affiliates, through a variety of means, including tender
offers, make whole exercises and open market repurchases, in order to improve its debt repayment profile and cost of
debt.
34.6. Credit risk
Credit risk management in Petrobras aims to mitigate risk of not collecting receivables, financial deposits or collateral
from third parties or financial institutions through efficient credit analysis, granting and management based on
quantitative and qualitative parameters that are appropriate for each market segment in which the Company operates.
The commercial credit portfolio is broad and diversified and comprises clients from the domestic and foreign markets.
Credit granted to financial institutions is related to collaterals received, cash surplus invested and derivative financial
instruments. It is spread among “investment grade” international banks rated by international rating agencies and
Brazilian banks with low credit risk.
34.6.1. Credit quality of financial assets
a)
Trade and other receivables
Most of Petrobras's clients do not have a risk rating granted by rating agencies. Thus, for the definition and monitoring
of credit limits, management evaluates the customer's field of activity, commercial relationship, financial relationship
with Petrobras and its financial statements, among other aspects.
b) Other financial assets
Credit quality of cash and cash equivalents, as well as marketable securities, is based on external credit ratings provided
by Standard & Poor’s, Moody’s and Fitch. The credit quality of those financial assets, that are neither past due nor
considered to be credit impaired, are set out below:
F-108
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
AA
A
BBB
BB
AAA.br
AA.br
Other ratings
34.7. Fair value of financial assets and liabilities
Assets
Balance at December 31, 2022
Balance at December 31, 2021
Liabilities
Foreign currency derivatives
Commodity derivatives
Interest rate derivatives
Balance at December 31, 2022
Balance at December 31, 2021
Cash and cash equivalents
12.31.2021
1,152
1,145
2,308
3,672
530
1,639
21
10,467
12.31.2022
−
3,806
212
917
3,034
1
26
7,996
Marketable securities
12.31.2021
−
−
−
−
694
−
−
694
12.31.2022
−
820
−
205
3,311
1
−
4,337
Level I
Level II
Level III
-
−
-
(40)
−
(40)
(1)
-
23
(64)
−
(17)
(81)
(272)
-
−
-
-
-
-
−
Total fair
value
recorded
−
23
(64)
(40)
(17)
(121)
(273)
The fair value of other financial assets and liabilities is presented in the respective notes: 7 – Marketable securities; 13
– Trade and other receivables; and 31 – Finance debt (estimated amount).
The fair values of cash and cash equivalents, current debt and other financial assets and liabilities are equivalent or do
not differ significantly from their carrying amounts.
35. Related-party transactions
The Company has a related-party transactions policy, which is annually revised and approved by the Board of Directors
in accordance with the Company’s by-laws.
In order to ensure the goals of the Company are achieved and to align them with transparency of processes and
corporate governance best practices, this policy guides Petrobras while entering into related-party transactions and
dealing with potential conflicts of interest on these transactions, based on the following assumptions and provisions:
•
•
•
•
•
Competitiveness: prices and conditions of services compatible with those practiced in the market;
Compliance: adherence to the contractual terms and responsibilities practiced by the Company;
Transparency: adequate reporting of the agreed conditions, as well as their effects on the Company's financial
statements;
Fairness: establishment of mechanisms that prevent discrimination or privileges and the adoption of practices
that ensure the non-use of privileged information or business opportunities for the benefit of individuals or
third parties; and
Commutability: arm’s length basis.
F-109
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
The Audit Committee must approve in advance transactions between the Company and the Brazilian Federal
Government, including its agencies or similar bodies; Petros Foundation; Petrobras Health Association; controlled and
associated entities (including entities controlled by its associates); and entities controlled by key management
personnel or by their close family members, taking into account the materiality established by this policy. The Audit
Committee (CAE) reports monthly to the Board of Directors.
Transactions with the Brazilian Federal Government, including its agencies or similar bodies and controlled entities (the
latter when classified as out of the Company's normal course of business by the CAE), which are under the scope of
Board of Directors approval, must be preceded by the CAE and Minority Shareholders Committee assessment and must
have prior approval of, at least, 2/3 of the board members.
The related-party transactions policy also aims to ensure an adequate and diligent decision-making process for the
Company’s key management.
35.1. Transactions with joint ventures, associates, government entities and pension plans
The Company has engaged, and expects to continue to engage, in the ordinary course of business in numerous
transactions with joint ventures, associates, pension plans, as well as with the Company’s controlling shareholder, the
Brazilian Federal Government, which include transactions with banks and other entities under its control, such as
financing and banking, asset management and other transactions.
The balances of significant transactions are set out in the following table:
Joint ventures and associates
State-controlled gas distributors (joint ventures)
Petrochemical companies (associates)
Other associates and joint ventures
Subtotal
Brazilian government – Parent and its controlled entities
Government bonds
Banks controlled by the Brazilian Government
Petroleum and alcohol account - receivables from the Brazilian Government
Brazilian Federal Government (*)
Pré-Sal Petróleo S.A. – PPSA
Others
Subtotal
Petros
Total
Current
Non-Current
(*) It includes amounts related to dividends and lease liabilities.
12.31.2022
12.31.2021
Assets
Liabilities
Assets
Liabilities
−
21
72
93
1,689
11,811
602
−
−
58
14,160
56
14,309
2,603
11,706
−
10
21
31
−
1,567
−
1,422
57
71
3,117
301
3,449
2,119
1,330
255
26
104
385
1,446
8,417
506
2
−
26
10,397
51
10,833
2,110
8,723
42
12
13
67
−
1,267
−
−
−
54
1,321
61
1,449
315
1,134
The income/expenses of significant transactions are set out in the following table:
F-110
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Joint ventures and associates
BR Distribuidora (now called Vibra Energia)
Natural Gas Transportation Companies
State-controlled gas distributors (joint ventures)
Petrochemical companies (associates)
Other associates and joint ventures
Subtotal
Brazilian government – Parent and its controlled entities
Government bonds
Banks controlled by the Brazilian Government
Receivables from the Electricity sector
Petroleum and alcohol account - receivables from the Brazilian Government
Brazilian Federal Government
Pré-Sal Petróleo S.A. – PPSA
Others
Subtotal
Petros
Total
Revenues, mainly sales revenues
Purchases and services
Income (expenses)
Foreign exchange and inflation indexation charges, net
Finance income (expenses), net
Total
2022
2021
2020
−
−
1,196
4,465
96
5,757
204
71
−
62
288
(657)
(79)
(111)
(21)
5,625
5,821
(4)
(804)
299
313
5,625
7,936
(308)
2,410
3,553
418
14,009
64
(157)
131
58
31
(139)
(34)
(46)
−
13,963
14,672
(494)
(315)
(59)
159
13,963
11,038
(1,478)
1,723
2,769
265
14,317
41
(456)
72
235
(4)
(135)
(15)
(262)
(177)
13,878
16,202
(2,074)
(93)
(102)
(55)
13,878
On December 23, 2022, Petrobras signed a contract with UEG Araucária S.A., in the amount of US$ 925 (R$ 4,850), with
the purpose of selling 2,150,000 m³/day of gas, in the interruptible mode, to supply energy generation electricity by
UTE Araucária. The contract is effective from January 1, 2023 to December 31, 2023.
Information on the judicialized debts from the Brazilian Federal Government (precatórios) issued in favor of the
Company arising from the petroleum and alcohol accounts is disclosed in note 13.
The liability related to pension plans of the Company's employees and managed by the Petros Foundation, including
debt instruments, is presented in note 17.
35.2. Compensation of key management personnel
The criteria for compensation of employees and officers are established based on the relevant labor legislation and
the Company’s Positions, Salaries and Benefits Plan (Plano de Cargos e Salários e de Benefícios e Vantagens).
The compensation of employees (including those occupying managerial positions) and officers in December 2022 and
December 2021 were:
Compensation of employees, excluding officers (amounts in U.S. dollars)
Lowest compensation
Average compensation
Highest compensation
Employees
Number of employees
2022
759
4,367
20,790
2022
38,682
2021
678
3,775
19,220
2021
38,703
F-111
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Compensation of the Director of Petrobras (includes variable compensation)
Lowest compensation (*)
2022
322,668
2021
536,948
Average compensation (**)
Highest compensation (***)
(*) It corresponds to the lowest annual compensation, including former members, according to Circular Letter CVM/SEP no. 01/2021 of February 26, 2021. If the
Company excluded from the calculation the amounts paid to former members, as termination of office and deferred variable compensation, and considered the
amounts paid to members who held the position for less than 12 months, the lowest amount would be US$ 65,172 in 2022 and US$ 475,777 in 2021.
586,324
437,916
697,110
544,862
(**) It corresponds to the total value of the annual compensation, including expenses with former members, divided by the number of remunerated positions (9),
according to Circular Letter CVM/SEP no. 01/2021 of February 26, 2021. If the Company excluded from the average compensation the amounts paid to former members,
as termination of office and deferred variable compensation, the average amount would be US$ 414,854 in 2022 and US$ 526,021 in 2021.
(***) It corresponds to the annual compensation of the officer with the highest individual compensation and who held the position for 12 months of the fiscal year,
according to Circular Letter CVM/SEP no. 01/2021 of February 26, 2021.
The criteria for compensation of members of the Board of Directors and the Board Executive Officers is based on the
guidelines established by the Secretariat of Management and Governance of the State-owned Companies (SEST) of the
Ministry of Economy, and by the MME. The total compensation is set out as follows:
Wages and short-term benefits
Social security and other employee-related taxes
Post-employment benefits (pension plan)
Variable compensation
Benefits due to termination of tenure
Total compensation recognized in the statement of income
Total compensation paid
Monthly average number of members in the period
Monthly average number of paid members in the period
Executive
Officers
2.7
0.8
0.4
2.8
0.3
7.0
6.3
9.00
9.00
Board of
Directors
0.1
−
−
-
-
0.1
−
11.00
3.83
2022
Total
2.8
0.8
0.4
2.8
0.3
7.1
6.3
20.00
12.83
Executive
Officers
2.6
0.7
0.3
2.5
0.6
6.7
6.0
9.00
9.00
Board of
Directors
0.1
−
−
-
-
0.1
0.1
10.58
4.50
2021
Total
2.7
0.7
0.3
2.5
0.6
6.8
6.1
19.58
13.50
In 2022, expenses related to compensation of the board members and executive officers of Petrobras amounted to
US$ 13.7 (US$ 14.7 for the same period of 2021).
On April 13, 2022, the Company’s Annual Shareholders’ Meeting set the threshold for the overall compensation for
executive officers and board members at US$ 8 (R$ 39.59 million) from April 2022 to March 2023.
The compensation of the Advisory Committees to the Board of Directors is separate from the fixed compensation set
for the Board Members and, therefore, has not been classified under compensation of Petrobras’ key management
personnel.
In accordance with Brazilian regulations applicable to companies controlled by the Brazilian Federal Government, Board
members who are also members of the Statutory Audit Committees are only compensated with respect to their Audit
Committee duties. The total compensation concerning these members was US$ 613 thousand for 2022 December 31,
2022 (US$ 728 thousand with tax and social security costs). For the same period of 2021, the total compensation
concerning these members was US$ 544 thousand (US$ 642 thousand with tax and social security costs).
The average annual remuneration of the members of Petrobras' Fiscal Council, in fiscal year 2022, was US$ 28 (US$ 33,
considering social security costs).
The Variable Compensation Program for Executive Officers is subject to compliance with prerequisites and performance
indicators. The variable remuneration to be paid changes according to the percentage of goals achievement and its
payment is deferred in 5 years.
In 2022, the Company provisioned US$ 3 referring to the Performance Award Program – PPP 2022 for Executive
Directors.
F-112
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
Exemption from damage (indemnity)
The Company's Bylaws establish since 2002 the obligation to indemnify and keep its managers, members with statutory
functions and other employees and agents who legally act by delegation of the Company's managers, in order to cover
certain expenses due to complaints, inquiries, administrative, arbitration or judicial investigations and proceedings, in
Brazil or in any other jurisdiction, which aim to impute any responsibility for regular management acts practiced
exclusively in the exercise of its activities since the date of its investiture or the beginning of the contractual
relationship with the Company.
The first Indemnity Commitment was approved by the Board of Directors on December 18, 2018, starting from its
signature until the Ordinary General Meeting of 2020. The maximum exposure established by the Company (global limit
for all eventual damages) was US$ 500.
The second Indemnity Commitment was approved by the Board of Directors on March 25, 2020, starting from its
signature until the Ordinary General Meeting of 2022. The maximum exposure established by the Company (global limit
for all possible damages) was US$ 300.
The third Indemnity Commitment was approved by the Board of Directors on March 30, 2022, starting from its signature,
until the Ordinary General Meeting of 2024. The maximum exposure established by the Company (global limit for all
possible damages) was US$ 200.
In addition, the term of coverage provided for in the Commitment begins from the date of signature until the occurrence
of the following events, whichever comes last: (i) the end of the fifth (5th) year following the date on which the
beneficiary leave, for any reason, to exercise the mandate or function/position; (ii) the course of the time required in
transit of any Process in which the Beneficiary is partly due to the practice of Regular Management Act; or (iii) the course
of the limitation period according to law to events that can generate the obligations of indemnification by the Company,
including, but not limited to, the criminal statute applicable deadline, even if such period is applied by administrative
authorities or at any time when there is an indemnifiable event based on an imprescriptible fact.
Indemnity agreements shall not cover: (i) acts covered under Directors and Officers (D&O) insurance policy purchased
by the Company, as formally recognized and implemented by the insurance Company; (ii) acts outside the regular
exercise of the duties or powers of the Beneficiaries; (iii) acts in bad faith act, malicious acts, fraud or serious fault on
the part of the Beneficiaries; (iv) self-interested acts or in favor of third parties that damage the Company’s social
interest; (v) obligation to pay damages arising from social action according to article 159 of Law 6,404/76 or
reimbursement of the damages according to art. 11, § 5°, II of Law 6,385/76; (vi) other cases where a manifest conflict
of interest with the Company is established.
Petrobras will have no obligation to indemnify the Beneficiaries for loss of profits, loss of business opportunity,
interruption of professional activity, moral damages or indirect damages. eventually claimed by the Beneficiaries, with
compensation or reimbursement limited to the cases provided for in the Indemnity Commitment.
In the case of conviction for an intentional act or committed with gross error, final and unappealable in criminal, public
civil, impropriety, popular action, action proposed by a third party, or by shareholders in favor of the Company, or, still,
of an unappealable administrative decision in which if it concludes by the practice of a malicious act or committed with
gross error and that has not been subject to judicial suspension, the beneficiary undertakes, regardless of any
manifestation of the independent third party, to reimburse the Company for all amounts spent by the Company within
the scope of this Commitment, including all expenses and costs related to the process, refunding them within a period
of up to 30 (thirty) days from the competent notification.
In order to avoid the configuration of conflicts of interest, notably as provided for in art. 156 of Law 6,404/76, the
Company will hire external professionals, who may act individually or jointly, with an unblemished, impartial and
independent reputation (“Independent Third Party”), and with robust experience to analyze any claim by the
Beneficiaries on the characterization of Regular Management Act or on the hypothesis of exclusions. In addition,
Beneficiaries who are claiming said amounts are prohibited from participating in meetings or discussions that deal with
F-113
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
the approval of the payment of expenses, in compliance with the provisions of art. 156, head provision of Law 6,404/76,
Brazilian Corporate Law.
36. Supplemental information on statement of cash flows
Amounts paid/received during the year:
Withholding income tax paid on behalf of third-parties
Transactions not involving cash
Purchase of property, plant and equipment on credit
Lease
Provision/(reversals) for decommissioning costs
Use of tax credits and judicial deposit for the payment of contingency
Assets received due to the increase of interest in concessions without disbursement
Remeasurement of property, plant and equipment acquired in previous periods
Earn Out related to Atapu and Sépia groups
2022
1,413
19
6,923
3,260
1,236
−
24
694
2021
904
−
6,945
(1,082)
1,173
165
−
54
2020
770
310
4,255
5,174
2
−
−
−
The balance of Cash and cash equivalents in the Statements of Cash Flows includes amounts related to assets classified
as held for sale, as shown in the reconciliation below:
Reconciliation of the balance at the beginning of the period
Cash and cash equivalents in statements of financial position
Cash and cash equivalents classified as assets held for sale (note 30)
Cash and cash equivalents according to Statements of Cash Flows (opening balance)
Reconciliation of the balance at the end of the period
Cash and cash equivalents in statements of financial position
Cash and cash equivalents classified as assets held for sale (note 30)
Cash and cash equivalents according to Statements of Cash Flows (closing balance)
2022
2021
10,467
13
10,480
7,996
−
7,996
11,711
14
11,725
10,467
13
10,480
36.1. Reconciliation of Depreciation, depletion and amortization with Statements of Cash Flows
Depreciation of Property, plant and equipment
Amortization of Intangible assets
Capitalized depreciation
Depreciation of right of use - recovery of PIS/COFINS
Depreciation, depletion and amortization in the Statements of Cash Flows
37. Subsequent events
Leniency Agreement
2022
14,618
77
(1,343)
(134)
13,218
2021
12,955
60
(1,240)
(80)
11,695
2020
12,326
66
(973)
26
11,445
On January 16, 2023, Petrobras received the amount of US$ 87 (R$ 456 million), recovered through a leniency
agreement of the company UOP LLC – a subsidiary of Honeywell International Inc. – entered into with General Federal
Inspector’s Office (CGU - Controladoria Geral da União) and the Federal Attorney General's Office (AGU – Advocacia
Geral da União).
Receipt of the earn out relating to Atapu and Sépia fields
In January 2023, Petrobras received the entire amount of US$ 384 (R$ 2,007 million), of the earn out related to 2022,
from the partners in Atapu and Sépia fields, including gross up of taxes, as follows:
F-114
NOTES TO THE FINANCIAL STATEMENTS
PETROBRAS
(Expressed in millions of US Dollars, unless otherwise indicated)
•
•
US$ 258 (R$1,347 million) relating to the interest held by TotalEnergies (28%), Petronas Petróleo Brasil Ltda
(21%) and QatarEnergy Brasil Ltda (21%), in the Sépia field;
US$ 126 (R$ 660 million) relating to the interest held by TotalEnergies (22.5%) and the interest of Shell (25%), in
the Atapu field.
For more information, see note 24.
Sale of the Albacora Leste field
On January 26, 2023, after fulfilling all the conditions precedent, Petrobras concluded the sale of its entire interest in
Albacora Leste producing field, located in the Campos Basin, to the company Petro Rio Jaguar Petróleo LTDA (PetroRio),
a subsidiary of Petro Rio S.A.
The transaction was closed with the receipt, in cash, of US$ 1,635, including price adjustments provided for in the
contract.
With this closing, PetroRio becomes the operator of this field, with a 90% interest, in partnership with Repsol Sinopec
Brasil, which holds the remaining 10%.
For more information, see note 30.
Receipt of the earn out relating to Baúna field
On January 30, 2023, Petrobras received US$ 84, including price adjustments provided for in the contract, from Karoon
Petróleo & Gás Ltda (Karoon), a subsidiary of Karoon Energy Ltd, as a contingent payment related to Brent prices of
2022.
This receipt is in accordance with the terms of the agreement signed by the companies in 2020, relating to the sale of
Petrobras' entire interest in Baúna field (concession area BM-S-40). The other contingent payments may be received by
Petrobras until 2026, depending on Brent prices in future years.
Results on judgments of the Administrative Board of Tax Appeals (Conselho Administrativo de Recursos Fiscais -
CARF)
On February 1, 2023, the First Panel of the Superior Chamber of Tax Appeals (CSRF), a member of the CARF, dismissed
the appeals filed by the Company and decided that Petrobras owed income taxes (IRPJ and CSLL) on subsidiary abroad
relating to 2011 and 2012. This decision was taken by exercising the casting vote of the President of the Class, based
on Provisional Measure no. 1160/2023, after a tie between the judges. With this decision, tax debts amounting to
US$ 1,092 (R$ 5,700) became final at administrative level. Accordingly, after the end of the administrative process, the
Company will adopt the appropriate measures.
On March 14, 2023, the Third Panel of the CSRF, by majority, dismissed the special appeals filed by the Company,
understanding that CIDE and PIS/COFINS over Import related to vessel charter payments to legal entities abroad in
2010 (PIS/COFINS), 2011 (CIDE) and 2013 (CIDE, PIS/COFINS). With this decision, tax debts of US$ 3.5 billion (R$ 18
billion) became final at administrative level. Accordingly, after the end of the administrative process, the Company will
adopt the appropriate measures.
The expectation of loss in these contingencies is deemed possible (see note 18). These decisions do not trigger any
provisioning in the Company's financial statements.
F-115
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Supplementary information on Oil and Gas Exploration and Production (unaudited)
In accordance with Codification Topic 932 - Extractive Activities – Oil and Gas, this section provides supplemental
information on oil and gas exploration and production activities of the Company. The information included in items (i)
through (iii) provides historical cost information pertaining to costs incurred in exploration, property acquisition and
development, capitalized costs and results of operations. The information included in items (iv) and (v) presents
information on Petrobras’ estimated net proved reserve quantities, standardized measure of estimated discounted
future net cash flows related to proven reserves, and changes in estimated discounted future net cash flows.
The Company, on December 31, 2022, maintains activities mainly in Brazil, in addition to activities in Argentina,
Colombia and Bolivia, in South America. The equity-accounted investments are comprised of the operations of the joint
venture company MP Gulf of Mexico, LLC (MPGoM), in which Murphy Exploration & Production Company ("Murphy" ) has
80% stake and Petrobras America Inc ("PAI") 20% stake in United States of America, North America. The Company
reports its reserves in Brazil, United States of America and Argentina. Bolivian reserves are not included due to
restrictions determined by Bolivian Constitution. In Colombia, our activities are exploratory, and therefore, there are no
associated reserves.
i) Capitalized costs relating to oil and gas producing activities
As set out in note 26, the Company uses the successful efforts method of accounting for appraisal and development
costs of crude oil and natural gas production. In addition, notes 23 and 24 presents the accounting policies applied by
the Company for recognition, measurement and disclosure of property, plant and equipment and intangible assets.
The following table summarizes capitalized costs for oil and gas exploration and production activities with the related
accumulated depreciation, depletion and amortization, and asset retirement obligations:
December 31, 2022
Unproved oil and gas properties
Proved oil and gas properties
Support Equipment
Gross Capitalized costs
Depreciation, depletion and amortization
Net capitalized costs
December 31, 2021
Unproved oil and gas properties
Proved oil and gas properties
Support Equipment
Gross Capitalized costs
Depreciation, depletion and amortization
Net capitalized costs
December 31, 2020
Unproved oil and gas properties
Proved oil and gas properties
Support Equipment
Gross Capitalized costs
Depreciation, depletion and amortization
Net capitalized costs
Brazil
4,227
83,030
69,735
156,993
(52,836)
104,156
4,455
80,523
67,988
152,967
(51,621)
101,345
17,438
61,857
73,199
152,494
(43,008)
109,486
Consolidated entities
Abroad
South
America
Others
Total
Total
Equity
Method
Investees
−
−
1
1
(1)
−
-
-
1
1
(1)
-
-
-
1
1
(1)
-
55
205
733
993
(770)
223
115
172
778
1,065
(734)
331
112
140
762
1,014
(688)
326
4,282
83,235
70,468
157,986
(53,606)
104,380
4,570
80,695
68,766
154,032
(52,355)
101,677
17,550
61,997
73,961
153,508
(43,696)
109,812
−
762
−
762
(224)
538
-
832
-
832
(296)
536
-
792
-
792
(316)
476
55
205
732
992
(769)
223
115
172
777
1,064
(733)
331
112
140
761
1,013
(687)
326
F-116
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
ii) Costs incurred in oil and gas property acquisition, exploration and development activities
Costs incurred are summarized below and include both amounts expensed and capitalized:
December 31, 2022
Acquisition costs:
Proved
Unproved
Exploration costs
Development costs
Total
December 31, 2021
Acquisition costs:
Proved
Unproved
Exploration costs
Development costs
Total
December 31, 2020
Acquisition costs:
Proved
Unproved
Exploration costs
Development costs
Total
Consolidated entities
Abroad
Brazil
South
America
Total
Total
Equity
Method
Investees
−
892
707
6,883
8,482
−
−
682
6,035
6,717
315
24
805
5,664
6,808
−
−
51
31
82
−
−
5
44
49
−
−
10
3
13
−
−
51
31
82
−
−
5
44
49
−
−
10
3
13
−
892
758
6,914
8,564
−
−
687
6,079
6,766
315
24
815
5,667
6,821
−
−
1
30
31
−
−
−
37
37
−
−
−
57
57
(iii) Results of operations for oil and gas producing activities
The Company’s results of operations from oil and gas producing activities for the years ended December 31, 2022, 2021
and 2020 are shown in the following table. The Company transfers substantially all of its Brazilian crude oil and gas
production to the Refining, Transportation & Marketing segment in Brazil. The internal transfer prices calculated by the
Company’s model may not be indicative of the price the Company would have realized had this production been sold in
an unregulated spot market. Additionally, the prices calculated by the Company’s model may not be indicative of the
future prices to be realized by the Company. Gas prices used are those set out in contracts with third parties.
Production costs are lifting costs incurred to operate and maintain productive wells and related equipment and
facilities, including operating employees’ compensation, materials, supplies, fuel consumed in operations and operating
costs related to natural gas processing plants.
Exploration expenses include the costs of geological and geophysical activities and projects without economic
feasibility. Depreciation and amortization expenses relate to assets employed in exploration and development
activities. In accordance with Codification Topic 932 – Extractive Activities – Oil and Gas, income taxes are based on
statutory tax rates, reflecting allowable deductions. Interest income and expense are excluded from the results
reported in this table.
F-117
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Consolidated entities
Abroad
Brazil
South
America
North
America
Others
Total
Total
Equity
Method
Investees
1,153
76,579
77,732
(19,975)
(719)
(10,373)
(1,216)
3,000
48,449
(16,474)
158
−
158
(75)
(168)
(42)
(2)
(1)
(130)
44
−
−
−
−
−
−
−
(8)
(8)
−
−
−
−
−
−
−
−
21
21
(3)
158
−
158
(75)
(168)
(42)
(2)
12
(117)
41
1,311
76,579
77,890
(20,050)
(887)
(10,415)
(1,218)
3,012
48,332
(16,433)
275
−
275
(41)
−
(42)
−
(22)
170
−
31,975
(86)
(8)
19
(76)
31,899
170
974
54,479
55,453
(14,601)
(685)
(8,959)
3,107
809
35,124
(11,984)
131
−
131
(67)
(2)
(46)
−
15
31
(11)
−
−
−
−
−
−
−
114
114
−
−
−
−
−
−
−
−
(118)
(118)
43
131
−
131
(67)
(2)
(46)
−
11
27
33
1,105
54,479
55,584
(14,668)
(687)
(9,005)
3,107
820
35,151
(11,951)
220
−
220
(44)
−
(38)
−
(17)
121
−
23,141
20
114
(75)
59
23,200
121
763
33,524
34,287
(9,378)
(796)
(8,611)
(7,364)
(825)
7,313
(2,486)
108
−
108
(59)
(7)
(50)
−
(2)
(10)
3
−
−
−
−
−
−
−
(167)
(167)
57
−
−
−
−
−
−
−
(26)
(26)
9
108
−
108
(59)
(7)
(50)
−
(195)
(203)
69
871
33,524
34,395
(9,437)
(803)
(8,661)
(7,364)
(1,020)
7,110
(2,417)
148
−
148
(54)
−
(57)
−
(158)
(121)
41
4,827
(7)
(110)
(17)
(134)
4,693
(80)
December 31, 2022
Net operation revenues:
Sales to third parties
Intersegment
Production costs
Exploration expenses
Depreciation, depletion and amortization
Impairment of oil and gas properties
Other operating expenses
Results before income tax expenses
Income tax expenses
Results of operations (excluding corporate
overhead and interest costs)
December 31, 2021
Net operation revenues:
Sales to third parties
Intersegment
Production costs
Exploration expenses
Depreciation, depletion and amortization
Impairment of oil and gas properties
Other operating expenses
Results before income tax expenses
Income tax expenses
Results of operations (excluding corporate
overhead and interest costs)
December 31, 2020
Net operation revenues:
Sales to third parties
Intersegment
Production costs
Exploration expenses
Depreciation, depletion and amortization
Impairment of oil and gas properties
Other operating expenses
Results before income tax expenses
Income tax expenses
Results of operations (excluding corporate
overhead and interest costs)
F-118
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
(iv) Reserve quantities information
As presented in note 4.1, proved oil and gas reserves are those quantities of oil and gas, which, by analysis of geoscience
and engineering data, can be estimated with reasonable certainty to be economically producible from a given date
forward, from known reservoirs, and under existing economic conditions, operating methods, and government
regulations – prior to the time at which contracts providing the right to operate expire, unless evidence indicates that
renewal is reasonably certain. The project to extract the hydrocarbons must have commenced or there must be
reasonable certainty that the project will commence within a reasonable time. Reserves estimate involves a high degree
of judgment and complexity and its application affects different items of these Financial Statements.
The Company’s estimated net proved oil and gas reserves and changes thereto for the years 2022, 2021 and 2020 are
presented in the following table. Proved reserves are estimated in accordance with the reserve definitions prescribed
by the Securities and Exchange Commission.
Proved developed oil and gas reserves are proved reserves that can be expected to be recovered: (i) through existing
wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor
compared to the cost of a new well; and (ii) through installed extraction equipment and infrastructure operational at
the time of the reserves estimate if the extraction is done by means not involving a well.
Proved reserves for which substantial new investments in additional wells and related facilities will be required are
named proved undeveloped reserves.
Reserve estimates are subject to variations due to technical uncertainties in the reservoir and changes in economic
scenarios. A summary of the annual changes in the proved reserves of oil is as follows (in millions of barrels):
Consolidated Entities
Equity Method Investees
Consolidated
Total
8,092
261
35
−
(61)
−
(793)
7,534
−
1,667
(9)
(774)
8,419
1,705
(465)
(749)
8,910
Crude Oil in
North
America
23
−
−
−
−
−
(4)
18
−
1
−
(3)
17
3
(1)
(3)
16
Crude Oil in
Africa
42
−
−
−
(41)
−
(1)
−
−
−
−
−
−
−
−
−
−
Total
8,156
261
35
−
(102)
−
(798)
7,552
−
1,668
(9)
(777)
8,435
1,708
(465)
(752)
8,926
Proved developed and undeveloped
reserves(*)
Reserves at December 31, 2019
Revisions of previous estimates
Extensions and discoveries
Improved Recovery
Sales of reserves
Purchases of reserves
Production for the year
Reserves at December 31, 2020
Extensions and discoveries
Revisions of previous estimates
Sales of reserves
Production for the year
Reserves at December 31, 2021
Synthetic
Oil in Brazil
8
(7)
−
−
−
−
(1)
−
−
11
−
(1)
10
−
Revisions of previous estimates
(10)
Sales of reserves (1)
(1)
Production for the year
−
Reserves at December 31, 2022
(1) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields
Crude oil in
Brazil
8,083
269
35
−
(61)
−
(792)
7,534
−
1,654
(9)
(773)
8,406
1,705
(455)
(748)
8,908
Crude Oil in
South
America
1
(1)
−
−
−
−
−
−
−
2
−
−
2
−
−
−
2
(*) Apparent differences in the sum of the numbers are due to rounding off.
F-119
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
A summary of the annual changes in the proved reserves of natural gas is as follows (in billions of cubic feet):
Consolidated Entities
Equity Method
Investees
Proved developed and undeveloped
reserves (*)
Reserves at December 31, 2019
Revisions of previous estimates
Extensions and discoveries
Improved Recovery
Sales of reserves
Purchases of reserves
Production for the year
Reserves at December 31, 2020
Extensions and discoveries
Revisions of previous estimates
Sales of reserves
Production for the year
Reserves at December 31, 2021
Natural Gas
in Brazil
8,381
(93)
36
−
(42)
−
(735)
7,547
−
1,615
(15)
(692)
8,455
1,667
(408)
(626)
9,088
Natural Gas
in South
America
156
(119)
−
−
−
−
(12)
26
−
167
−
(16)
177
16
−
(20)
173
Synthetic
Gas in Brazil
12
(11)
−
−
−
−
(1)
−
−
19
−
(1)
18
−
(17)
(1)
−
Consolidated
Total
8,549
(222)
36
−
(42)
−
(749)
7,572
−
1,802
(15)
(709)
8,650
1,682
(425)
(647)
9,261
Gas
Natural in
North
America
9
−
−
−
−
−
(2)
8
−
−
−
(1)
7
−
(1)
(1)
6
Gas
Natural in
Africa
47
−
−
−
(47)
−
−
−
−
−
−
−
−
−
−
−
−
Total
8,605
(222)
36
−
(90)
−
(750)
7,580
−
1,802
(15)
(710)
8,657
1,682
(425)
(648)
9,267
Revisions of previous estimates
Sales of reserves (1)
Production for the year
Reserves at December 31, 2022
(1) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields
(*) Apparent differences in the sum of the numbers are due to rounding off.
Natural gas production volumes used in these tables are the net volumes withdrawn from our proved reserves, including
gas consumed in operations and excluding reinjected gas. Our disclosure of proved gas reserves includes gas consumed
in operations, which represent 37% of our total proved reserves of natural gas as of December 31, 2022.
F-120
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
The tables below summarize information about the changes in total proved reserves of crude oil and natural gas, in
millions of barrels of oil equivalent, in our consolidated entities and equity method investees for 2022, 2021 and 2020:
Consolidated Entities
Equity Method
Investees
Proved developed and undeveloped
reserves(*)
Reserves at December 31, 2019
Revisions of previous estimates
Extensions and discoveries
Improved Recovery
Sales of reserves
Purchases of reserves
Production for the year
Reserves at December 31, 2020
Extensions and discoveries
Revisions of previous estimates
Sales of reserves
Production for the year
Reserves at December 31, 2021
Oil
equivalent in
Brazil
9,480
253
41
−
(68)
−
(914)
8,792
−
1,923
(11)
(888)
9,816
1,983
(523)
(852)
10,423
Oil
equivalent in
South
America
27
(21)
−
−
−
−
(2)
5
−
30
−
(3)
31
3
−
(4)
31
Synthetic Oil
in Brazil
10
(9)
−
−
−
−
(1)
−
−
14
−
(1)
13
−
(12)
(1)
−
Oil
equivalent
in North
America
24
−
−
−
−
−
(5)
19
1
2
−
(3)
18
3
(1)
(3)
17
Oil
equivalent
in Africa
49
−
−
−
(49)
−
(1)
−
−
−
−
−
−
−
−
−
−
Consolidated
Total
9,517
224
41
−
(68)
−
(918)
8,796
−
1,967
(11)
(892)
9,860
1,986
(536)
(857)
10,453
Total
9,590
224
41
−
(117)
−
(923)
8,816
1
1,969
(11)
(896)
9,878
1,988
(536)
(860)
10,470
Revisions of previous estimates
Sales of reserves (1)
Production for the year
Reserves at December 31, 2022
(1) Includes the effects of the write-offs related to the Co-Participation Agreements of Atapu and Sepia fields
(*) Apparent differences in the sum of the numbers are due to rounding off.
In 2022, we incorporated 1,988 million boe of proved reserves by revising previous estimates, including:
(i) addition of 1,279 million boe due to new projects, mainly in Búzios field and in other fields in the Santos and Campos
Basins; and
(ii) addition of 709 million boe arising from other revisions, mainly due to good performance of reservoirs in the pre-
salt layer of Santos Basin and to the contract term extension of Rio Urucu and Leste do Urucu fields.
We did not have relevant changes related to the variation in the oil price.
The addition in our proved reserves were partially offset by the reduction of 536 million boe, due to the effects of the
transfer of interests of 5% of the Surplus Volume of the Transfer of Rights of Búzios field, of the write-offs related to
the Co-Participation Agreements of Atapu and Sepia fields and of sales of properties in mature fields.
The company's total proved reserve resulted in 10,470 million boe in 2022, considering the variations above and the
reduction from 2022 production of 860 million boe. Production refers to volumes that were previously included in our
reserves and, therefore, does not consider natural gas liquids, since the reserve is estimated at a reference point prior
to gas processing, except in the United States and Argentina. The production also does not consider volumes of injected
gas, the production of Extended Well Tests in exploratory blocks and production in Bolivia, since the Bolivian
Constitution does not allow the disclosure of reserves.
In 2021, we incorporated 1,969 million boe of proved reserves by revising previous estimates, including:
(i) addition of 1,376 million boe due to new projects, mainly in Búzios field and in other fields in the Santos and Campos
Basins. The new projects in Búzios field were made possible due to the acquisition of the Transfer of Rights Surplus and
the approval of Búzios Coparticipation Agreement;
F-121
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
(ii) addition of 429 million boe related to economic revisions, mainly due to the increase in oil prices; and
(iii) addition of 164 million boe arising from technical revisions, mainly due to good performance and increased
production experience in reservoirs in the pre-salt layer of Santos Basin.
The additions in our proved reserves were partially offset by the reduction of 11 million boe due to sales of proved
reserves.
The company's total proved reserve resulted in 9,878 million boe in 2021, considering the variations above and the
reduction from 2021 production of 896 million boe. Production refers to volumes that were previously included in our
reserves and, therefore, does not consider natural gas liquids, since the reserve is estimated at a reference point prior
to gas processing, except in the United States and Argentina. The production also does not consider volumes of injected
gas, the production of Extended Well Tests in exploratory blocks and production in Bolivia, since the Bolivian
Constitution does not allow the disclosure of reserves.
In 2020, we incorporated 224 million boe of proved reserves by revising previous estimates, including:
(i) addition of 637 million boe arising from technical revisions, mainly due to good performance and increased
production experience in reservoirs in the pre-salt layer of Santos Basin;
(ii) addition of 254 million boe due to approvals of new projects in the Santos and Campos Basins; and
(iii) reduction of 667 million boe related to economic revisions, mainly due to the decrease in oil prices.
In addition, we added 41 million boe to our proved reserves due to extensions and discoveries in the pre-salt of Santos
Basin, and reduced 117 million boe due to sales of proved reserves.
The company's total proved reserve resulted in 8,816 million boe in 2020, considering the variations above and the
reduction from 2020 production of 923 million boe. Production refers to volumes that were previously included in our
reserves and, therefore, does not consider natural gas liquids, since the reserve is estimated at a reference point prior
to gas processing, except in the United States and Argentina. The production also does not consider volumes of injected
gas, the production of Extended Well Tests in exploratory blocks and production in Bolivia, since the Bolivian
Constitution does not allow the disclosure of reserves.
F-122
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
The tables below present the volumes of proved developed and undeveloped reserves, net, that is, reflecting Petrobras'
participation:
Net proved developed reserves (*):
Consolidated Entities
Brazil
South America, outside Brazil (1)
Total Consolidated Entities
Equity Method Investees
North America (1)
Total Equity Method Investees
Total Consolidated and Equity Method Investees
Net proved undeveloped reserves (*):
Consolidated Entities
Brazil
South America, outside Brazil (1)
Total Consolidated Entities
Equity Method Investees
North America (1)
Total Equity Method Investees
Total Consolidated and Equity Method Investees
Total proved reserves (developed and undeveloped)
Crude Oil
Synthetic Oil
Natural Gas
Synthetic Gas
Total oil and gas
(mmbbl)
(bncf)
(mmboe)
2020
4,858
−
4,858
17
17
4,875
2,676
−
2,676
1
1
2,678
7,552
−
−
−
−
−
−
−
−
−
−
−
−
−
5,714
26
5,740
7
7
5,747
1,833
−
1,833
1
1
1,833
7,580
−
−
−
−
−
−
−
−
−
−
−
−
−
5,810
5
5,814
18
18
5,833
2,982
−
2,982
1
1
2,983
8,816
(1) South America oil reserves includes 21% of natural gas liquid (NGL) in proved developed reserves. North America oil reserves includes 6% of natural gas liquid (NGL) in proved developed
reserves and 5% of NGL in proved undeveloped reserves.
(*) Apparent differences in the sum of the numbers are due to rounding off.
Net proved developed reserves (*):
Consolidated Entities
Brazil
South America, outside Brazil (1)
Total Consolidated Entities
Equity Method Investees
North America (1)
Total Equity Method Investees
Total Consolidated and Equity Method Investees
Net proved undeveloped reserves (*):
Consolidated Entities
Brazil
South America, outside Brazil (1)
Total Consolidated Entities
Equity Method Investees
North America (1)
Total Equity Method Investees
Total Consolidated and Equity Method Investees
Total proved reserves (developed and undeveloped)
Crude Oil
Synthetic Oil
Natural Gas
Synthetic Gas
(mmbbl)
(bncf)
Total oil and gas
(mmboe)
2021
4,711
1
4,712
15
15
4,727
3,695
1
3,696
2
2
3,698
8,425
10
−
10
−
−
10
−
−
−
−
−
−
10
5,591
79
5,669
6
6
5,675
2,865
98
2,963
1
1
2,964
8,639
18
−
18
−
−
18
−
−
−
−
−
−
18
5,656
14
5,670
16
16
5,686
4,173
17
4,190
2
2
4,192
9,878
(1) South America oil reserves includes 24% of natural gas liquid (NGL) in proved developed reserves and 24% of NGL in proved undeveloped reserves. North America oil reserves includes 2%
of natural gas liquid (NGL) in proved developed reserves and 3% of NGL in proved undeveloped reserves.
(*) Apparent differences in the sum of the numbers are due to rounding off.
F-123
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Net proved developed reserves (*):
Consolidated Entities
Brazil
South America, outside Brazil (1)
Total Consolidated Entities
Equity Method Investees
North America (1)
Total Equity Method Investees
Total Consolidated and Equity Method Investees
Net proved undeveloped reserves (*):
Consolidated Entities
Brazil
South America, outside Brazil (1)
Total Consolidated Entities
Equity Method Investees
North America (1)
Total Equity Method Investees
Total Consolidated and Equity Method Investees
Total proved reserves (developed and undeveloped)
Crude Oil
Synthetic Oil
Natural Gas
Synthetic Gas
(mmbbl)
(bncf)
Total oil and gas
(mmboe)
2022
4,185
1
4,186
14
14
4,200
4,723
1
4,724
2
2
4,726
8,926
−
−
−
−
−
−
−
−
−
−
−
−
−
5,447
91
5,538
5
5
5,543
3,641
82
3,723
1
1
3,724
9,267
−
−
−
−
−
−
−
−
−
−
−
−
−
5,093
16
5,109
15
15
5,124
5,330
14
5,345
2
2
5,347
10,470
(1) South America oil reserves includes 24% of natural gas liquid (NGL) in proved developed reserves and 24% of NGL in proved undeveloped reserves. North America oil reserves includes 2%
of natural gas liquid (NGL) in proved developed reserves and 4% of NGL in proved undeveloped reserves.
(*) Apparent differences in the sum of the numbers are due to rounding off
F-124
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
(v) Standardized measure of discounted future net cash flows relating to proved oil and gas quantities and
changes therein
The standardized measure of discounted future net cash flows, related to the above proved oil and gas reserves, is
calculated in accordance with the requirements of Codification Topic 932 – Extractive Activities – Oil and Gas.
Estimated future cash inflows from production in Brazil are computed by applying the average price during the 12-
month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic
average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual
arrangements, excluding escalations based upon future conditions. Future price changes are limited to those provided
by contractual arrangements existing at the end of each reporting year. Future development and production costs are
those estimated future expenditures necessary to develop and produce year-end estimated proved reserves based on
current costs, including abandonment costs, assuming continuing economic conditions. Estimated future income taxes
(including future social contributions on net income - CSLL) are calculated by applying appropriate year-end statutory
tax rates. The amounts presented as future income taxes expenses reflect allowable deductions considering statutory
tax rates. Discounted future net cash flows are calculated using 10% mid-period discount factors. This discounting
requires a year-by-year estimate of when the future expenditures will be incurred and when the reserves will be
produced.
The valuation prescribed under Codification Topic 932 – Extractive Activities – Oil and Gas requires assumptions as to
the timing and amount of future development and production costs. The calculations are made as of December 31 each
year and should not be relied upon as an indication of Petrobras’ future cash flows or the value of its oil and gas reserves.
F-125
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Standardized measure of discounted future net cash flows:
December 31, 2022
Future cash inflows
Future production costs
Future development costs
Future income tax expenses
Undiscounted future net cash flows
10 percent midyear annual discount for timing of estimated
cash flows (1)
Consolidated entities
South
America
837
(357)
(128)
(88)
264
(124)
Total
984,663
(400,012)
(62,676)
(178,500)
343,475
(151,951)
Brazil
983,826
(399,655)
(62,548)
(178,412)
343,211
(151,828)
Standardized measure of discounted future net cash flows
December 31, 2021
191,383
141
191,524
Future cash inflows
Future production costs
Future development costs
Future income tax expenses
Undiscounted future net cash flows
10 percent midyear annual discount for timing of estimated
cash flows (1)
Standardized measure of discounted future net cash flows
December 31, 2020
Future cash inflows
Future production costs
Future development costs
Future income tax expenses
Undiscounted future net cash flows
10 percent midyear annual discount for timing of estimated
cash flows (1)
Standardized measure of discounted future net cash flows
(1) Semiannual capitalization
Apparent differences in the sum of the numbers are due to rounding off.
612,924
(264,158)
(44,027)
(104,568)
200,171
(85,391)
114,780
333,248
(182,534)
(31,236)
(46,862)
72,616
(26,638)
45,978
587
(261)
(107)
(61)
159
(70)
89
69
(51)
(16)
−
2
−
1
613,511
(264,419)
(44,134)
(104,628)
200,330
(85,461)
114,869
333,317
(182,585)
(31,252)
(46,862)
72,618
(26,638)
45,979
Equity
Method
Investees
1,581
(273)
(21)
−
1,287
(401)
886
1,129
(329)
(28)
−
772
(303)
470
667
(465)
(48)
(79)
75
(1)
74
F-126
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Changes in discounted net future cash flows:
Balance at January 1, 2022
Sales and transfers of oil and gas, net of production cost
Development cost incurred
Net change due to purchases and sales of minerals in
place
Net change due to extensions, discoveries and improved
recovery related costs
Revisions of previous quantity estimates
Net change in prices, transfer prices and in production
costs
Changes in estimated future development costs
Accretion of discount
Net change in income taxes
Other - unspecified
Balance at December 31, 2022
Balance at January 1, 2021
Sales and transfers of oil and gas, net of production cost
Development cost incurred
Net change due to purchases and sales of minerals in
place
Net change due to extensions, discoveries and improved
recovery related costs
Revisions of previous quantity estimates
Net change in prices, transfer prices and in production
costs
Changes in estimated future development costs
Accretion of discount
Net change in income taxes
Other - unspecified
Balance at December 31, 2021
Balance at January 1, 2020
Sales and transfers of oil and gas, net of production cost
Development cost incurred
Net change due to purchases and sales of minerals in
Net change due to extensions, discoveries and improved
recovery related costs
Revisions of previous quantity estimates
Net change in prices, transfer prices and in production
Changes in estimated future development costs
Accretion of discount
Net change in income taxes
Other - unspecified
Balance at December 31, 2020
Apparent differences in the sum of the numbers are due to rounding off.
Brazil
114,780
(54,230)
6,883
(17,030)
−
64,535
129,462
(23,317)
11,478
(41,178)
−
191,383
45,978
(38,074)
6,035
(246)
−
41,211
108,268
(19,900)
4,598
(33,089)
−
114,780
88,121
(24,908)
5,664
(847)
509
3,160
(54,606)
(4,716)
8,812
24,788
-
45,978
F-127
Consolidated entities
South
America
89
(62)
31
−
−
17
122
(39)
14
(17)
(15)
141
1
(43)
44
−
−
205
58
(119)
−
(47)
(9)
89
69
(14)
3
−
−
(35)
(145)
97
9
24
(7)
1
Total
114,869
(54,291)
6,913
(17,030)
−
64,553
129,584
(23,356)
11,492
(41,194)
(15)
191,524
45,979
(38,117)
6,079
(246)
−
41,416
108,326
(20,019)
4,598
(33,136)
(9)
114,869
88,190
(24,922)
5,666
(847)
509
3,125
(54,751)
(4,618)
8,821
24,812
(7)
45,979
Equity
Method
Investees
470
(235)
29
−
10
82
349
(4)
93
−
92
886
74
(177)
37
−
10
30
401
3
49
48
(7)
470
1,412
(94)
57
(1,047)
−
(10)
(375)
67
12
51
1
74
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Climate change (unaudited)
The Company considered the impacts related to its climate goals and climate risks in its Strategic Plan (PE). The
assumptions and projections of the Plan baseline scenario are used for certain accounting estimates, including the value
in use used in asset impairment tests (note 4.2).
i) Climate goals
In 2021, the Company assumed the ambition to neutralize emissions in activities under our control (Scopes 1 and 2) and
influence partners to achieve the same ambition in non-operated assets, within a period compatible with the Paris
Agreement (net zero ambitions). However, the Company recognizes that there are relevant technological gaps for
achieving its net zero ambitions.
The central objective of the Paris Agreement is to strengthen the global response to the threat of climate change by
keeping the global temperature rise this century well below 2°C compared to pre-industrial levels and by striving to
limit the temperature rise to 1.5 °C.
The Company's net zero ambition adds to the portfolio of sustainability commitments with a horizon of 2025 and
2030, where 6 commitments are related to the mitigation of greenhouse gases (GHG):
• Reduction of absolute operating emissions by 30% by 2030 (compared to 2015);
• Zero routine flaring by 2030, as per the World Bank's Zero Routine Flaring initiative;
• Reinjection of 80 MM ton CO₂ by 2025 in CCUS (Carbon Capture, Usage and Storage) projects;
• Greenhouse Gas (GHG) intensity in the E&P segment: achieve portfolio intensity of 15 kgCO2e/boe by 2025,
maintained at 15 kgCO2e/boe by 2030;
• GHG intensity in the Refining segment: Achieve an intensity of 36 kgCO2e/CWT by 2025 and 30 kgCO2e/CWT by
2030; and
• Consolidation of the 55% reduction (compared to 2015) in the intensity of methane emissions in the upstream segment
by 2025, reaching 0.29 t CH4/thousand tHC.
The above commitments do not constitute guarantees of future performance by the Company and are subject to
assumptions that may not materialize and to risks and uncertainties that are difficult to predict.
The Company's commitments to reduce GHG emissions, as well as the ambition to zero its net operating GHG emissions
(scopes 1 and 2) up to 2050, were considered in the preparation of PE 23-27, plan updated every year.
ii) Climate risks
Risk of transition to a low-carbon economy
The risk of the transition to a low-carbon economy is mainly reflected in the price of Brent, demand for products and
the price of carbon.
The Baseline scenario of the PE contemplates climate and environmental policies that are in line with the goals already
announced, in their most general aspects. In such a scenario, there is greater concern with mobility and air quality in
large urban centers. More direct solutions for the energy transition, driven by large cities and driven by population
pressure, characterize this scenario. The global energy matrix has undergone important changes, especially with regard
F-128
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
to the participation of coal and renewable sources. The result of this scenario is a more diversified energy matrix, with
growth in the share of renewables and commodity prices in line with what has been observed historically.
In this context, the Base scenario considers an oil price range ranging from an average of US$ 85/bbl in 2023 and
reaching US$ 55/bbl from 2030 onwards, that is, price expectations similar to the Announced Pledges scenario (APS) by
the International Energy Agency, which is aligned with a 50% probability of keeping the temperature increase below
1.7°C by 2100. The APS scenario assumes that all aspirational targets announced by governments are met on time and
in full, including its long-term net zero and energy access targets.
The valuation of the portfolio in the Base scenario of the Company used for approval of the Strategic Plan is carried out
without the incidence of the carbon price. Despite the publication of Decree No. 11,075/2022, the definition of the
instrument to be adopted in Brazil is still being discussed by the federal legislature (PL 412-2022), and the regulated
sectors and segments will still be defined within the scope of the national executive power. Thus, at the moment, there
are uncertainties regarding the functioning of a future carbon market in Brazil, due to the lack of sufficient and reliable
information about the future intentions of regulators that allow considering the impact of the price of carbon in the
valuation of our portfolio for accounting estimates purposes. More than 97% of the Company's operational GHG
emissions occur in Brazilian territory.
When simulating the net present value of our portfolio in the Base scenario, through sensitivity to the price of Brent
and the price of carbon contained in the APS scenario of the International Energy Agency, it was verified that there
would be a 23% total positive impact when compared to the value calculated based on the internal assumptions detailed
above.
The simulation considers the impact of the Brent price in the APS scenario only on the E&P segment and the
maintenance of margins in the other segments. Regarding the effect of the carbon price in the simulation, the carbon
price of the APS scenario was adopted, applied based on assumptions referenced in international carbon markets in
operation, since there are still uncertainties regarding the functioning of a future carbon market in Brazil. In the APS
scenario, a carbon price range of US$ 40/bbl in 2030 is considered, going to US$ 110/bbl in 2040 and reaching US$
160/bbl from 2050.
Physical Risks
The company identifies and monitors the physical parameters considered potentially more susceptible to variations
that may cause changes in standards in the operating conditions of its assets, such as water availability for our
refineries and thermoelectric plants, and wave, wind and ocean current patterns for our platforms .
For environmental variables in the oceanic region, we currently rely on technological partners to simulate atmospheric
conditions, ocean circulation and future waves under the effect of climate projections in the Santos, Campos and
Espírito Santo Basins, which concentrate approximately 90% of current production of the company. For the studied
offshore meteoceanographic variables, in general, over the useful life of our assets, the magnitude of the impacts is
within the safety parameters considered in our projects.
The operating conditions of the assets affect certain accounting estimates of the Company.
F-129
Petróleo Brasileiro S.A. – Petrobras
Supplementary information (unaudited)
(Expressed in millions of US Dollars, unless otherwise indicated)
Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing, adequately maintaining and assessing the effectiveness of internal
control over financial reporting. Such internal control is a process designed by, or under the supervision of our CEO and
CFO, and effected by our board of directors, management and other employees.
The internal control over financial reporting is designed to provide reasonable assurances regarding the reliability of
financial reporting and of the preparation of our consolidated financial statements for external purposes, in accordance
with IFRS, as issued by the IASB.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In
addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are
subject to the risk of becoming inadequate because of changes in its conditions and assumptions.
Our management has assessed the effectiveness of our internal control over financial reporting as of December 31,
2022 based on the criteria established in “Internal Controls – Integrated Framework (2013)” issued by the Committee of
Sponsoring Organizations of Treadway Commission (“COSO”). Our management has concluded that our internal control
over financial reporting was effective.
Jean Paul Terra Prates
Chief Executive Officer
Rodrigo Araujo Alves
Chief Financial Officer and Chief Investor Relations Officer
F-130
Report of Independent Registered Public Accounting
Firm
To the Shareholders and Board of Directors
Petróleo Brasileiro S.A. - Petrobras
Rio de Janeiro
Opinions on the Consolidated Financial Statements and Internal Control Over Financial
Reporting
We have audited the accompanying consolidated statements of financial position of Petróleo
Brasileiro S.A. – Petrobras and subsidiaries (“the Company”) as of December 31, 2022 and
2021, the related consolidated statements of income, comprehensive income, changes in
shareholders’ equity and cash flows for each of the years in the three-year period ended
December 31, 2022, and the related notes (collectively, the “consolidated financial statements”).
We also have audited the Company’s internal control over financial reporting as of
December 31, 2022, based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of December 31, 2022 and 2021,
and the results of its operations and its cash flows for each of the years in the three-year period
ended December 31, 2022, in conformity with International Financial Reporting Standards as
issued by the International Accounting Standards Board. Also in our opinion, the Company
maintained, in all material respects, effective internal control over financial reporting as of
December 31, 2022 based on criteria established in Internal Control – Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, for
maintaining effective internal control over financial reporting, and for its assessment of the
effectiveness of internal control over financial reporting, included in the accompanying
Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express an opinion on the Company’s consolidated financial statements and an opinion on the
Company’s internal control over financial reporting based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States)
(“PCAOB”) and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement, whether due to error or
fraud, and whether effective internal control over financial reporting was maintained in all
material respects.
Our audits of the consolidated financial statements included performing procedures to assess
the risks of material misstatement of the consolidated financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the
consolidated financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, and testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk. Our audits also included performing such other
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de
responsabilidade limitada e firma-membro da organização global KPMG de
firmas-membro independentes licenciadas da KPMG International Limited,
uma empresa inglesa privada de responsabilidade limitada.
KPMG Auditores Independentes Ltda., a Brazilian limited liability company
and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company
limited by guarantee.
F-131
procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately
and fairly reflect the transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or
detect misstatements. Also, projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit
of the consolidated financial statements that were communicated or required to be
communicated to the audit committee and that: (1) relate to accounts or disclosures that are
material to the consolidated financial statements and (2) involved our especially challenging,
subjective, or complex judgments. The communication of critical audit matters does not alter in
any way our opinion on the consolidated financial statements, taken as a whole, and we are not,
by communicating the critical audit matters below, providing separate opinions on the critical
audit matters or on the accounts or disclosures to which they relate.
Assessment of the measurement of the defined benefit obligations for pension and
health care plans
As discussed in notes 4.3 and 17.3 to the consolidated financial statements, the Company
sponsors defined benefit pension and health care plans that provide supplementary retirement
benefits and medical care to its employees. As of December 31, 2022, the defined benefit
obligations for these pension and health care plans were US$ 11,246 million. The measurement
of the Company’s defined benefit obligations with respect to these plans requires the
determination of certain actuarial assumptions. These assumptions include the discount rates
and projected medical and hospital costs. The Company hires external actuarial professionals
to assist in the process of determining the actuarial assumptions and the valuation of the
defined benefit obligations for its pension and health care plans.
We identified the assessment of the measurement of the defined benefit obligations for the
pension and health care plans as a critical audit matter. Subjective auditor judgment was
required because changes to the discount rates and projected medical and hospital costs used
to determine the defined benefit obligations can cause significant changes to the measurement
of the defined benefit obligations for the pension and health care plans.
The following are the primary procedures we performed to address this critical audit matter:
• we evaluated the design and tested the operating effectiveness of certain internal controls
over the Company’s process for determining the defined benefit obligations for pension and
health care plans. This included controls related to the determination, review and approval of
the discount rates and projected medical and hospital costs;
• we evaluated the scope of the work, competency, and objectivity of the external actuarial
professionals hired by the Company to assist in the process of determining the actuarial
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de
responsabilidade limitada e firma-membro da organização global KPMG de
firmas-membro independentes licenciadas da KPMG International Limited,
uma empresa inglesa privada de responsabilidade limitada.
KPMG Auditores Independentes Ltda., a Brazilian limited liability company
and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company
limited by guarantee.
F-132
assumptions and the measurement of the defined benefit obligations for the pension and health
care plans. This included assessing the nature and scope of the work performed by these
external actuarial professionals and their professional qualifications and experience; and
• we involved actuarial professionals with specialized skills and knowledge, who assisted in
evaluating the Company’s discount rates and projected medical and hospital costs including
comparisons to external sources.
Evaluation of the impairment testing of exploration and production cash generating units
As discussed in notes 4.1(b), 4.2 and 25 to the consolidated financial statements, for the
purposes of impairment testing, the Company identifies its cash generating units (“CGUs”),
estimates the recoverable amount of these CGUs and compares the recoverable amount with
the carrying amount of these CGUs. The carrying amount of the exploration and production
CGUs as of December 31, 2022 was US$ 8,307 million. For the year ended December 31,
2022, the amount of impairment losses recognized in relation to the exploration and production
CGUs was US$ 628 million.
We identified the evaluation of the impairment testing of exploration and production CGUs as a
critical audit matter. A high degree of complexity and subjectivity of auditor judgment was
involved in evaluating the Company’s determination of these CGUs and the estimate of the
recoverable amount. The determination of exploration and production CGUs requires auditor
judgment in the consideration of operational factors that impact the interdependencies between
oil and gas assets. These interdependencies alter the aggregation or segregation of the oil and
gas assets into CGUs. The expected future cash flows used to determine the recoverable
amount depend on certain assumptions about the future including average Brent oil and natural
gas prices; exchange rate (Brazilian Real / US Dollar); capital and operating expenditure and
volume and timing of recovery of the oil and gas reserves. The recoverable amount is also
sensitive to changes in the discount rate. The assessment of these assumptions required
significant auditor judgment.
The following are the primary procedures we performed to address this critical audit matter:
• we evaluated the design and tested the operating effectiveness of certain internal controls
over the Company’s impairment assessment process. These included controls related to the
review and approval of the Company’s determination of the CGUs and of the key assumptions
used to estimate the recoverable amount;
for changes in exploration and production CGUs during the year, we assessed the
•
operational factors considered by the Company when determining these changes by comparing
to information obtained from internal and external sources;
• we evaluated the Company’s internally prepared projections of recovery of oil and gas
reserves, by comparing them with estimated volumes certified by an external reservoir specialist
hired by the Company and, for a selection of CGUs, with historical production;
• we evaluated the scope of the work, competency, and objectivity of the internal engineers
responsible for the estimate of the oil and gas reserves, as well as the external reservoir
specialist hired by the Company that certified the estimated reserve volumes. This included
assessing the nature and scope of the work they were engaged to perform and their
professional qualifications and experience;
• we evaluated, for a selection of CGUs, the Company’s projected future capital and
operating expenditures by comparing these projections with the latest approved business and
management plan and long-term budgets;
• we evaluated the Company’s ability to accurately project cash flows by comparing, for a
selection of CGUs, the prior years’ estimated cash flows for the year ended December 31, 2021
with actual cash flows in this year; and
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de
responsabilidade limitada e firma-membro da organização global KPMG de
firmas-membro independentes licenciadas da KPMG International Limited,
uma empresa inglesa privada de responsabilidade limitada.
KPMG Auditores Independentes Ltda., a Brazilian limited liability company
and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company
limited by guarantee.
F-133
• we involved a valuation professional with specialized skill and knowledge, who assisted in
evaluating certain assumptions used in the impairment testing such as the discount rates,
average Brent oil and natural gas prices and the exchange rates by comparing them against
available external market data.
Evaluation of provisions and disclosures for certain specific labor, civil and tax lawsuits
As discussed in notes 4.4 and 18 to the consolidated financial statements, the Company is
involved in labor, civil and tax lawsuits during the normal course of its activities. The Company
records provisions for these lawsuits when it is probable that an outflow of resources embodying
economic benefits will be required to settle a present obligation and when the outflow can be
reasonably estimated. The Company discloses a contingent liability whenever the likelihood of
an outflow to settle a present obligation is considered possible, or when the likelihood is
considered probable, but it is not possible to reasonably estimate the amount of the outflow.
We identified the evaluation of the provisions and / or disclosures for certain specific labor, civil
and tax lawsuits as a critical audit matter. Challenging auditor judgment and effort was required
due to the subjective nature of the estimates and assumptions. Specifically, judgments about
the likelihood of an outflow and estimates of the amounts of outflows.
The following are the primary procedures we performed to address this critical audit matter:
• we evaluated the design and tested the operating effectiveness of certain internal controls
over the Company’s evaluation of lawsuits. These included controls related to the review and
approval of the determination of the likelihood of an outflow to settle a present obligation and
the estimate of amounts of outflows, as well as over the financial statement disclosures;
• we evaluated the scope of work, competency, and objectivity of the internal and external
legal counsel that determined the likelihood of an outflow to settle a present obligation and the
estimate of the amounts of outflows. This included assessing the nature and scope of the work
performed by the internal and external legal counsel and their professional qualifications and
experience;
• we obtained and evaluated letters received directly from the Company’s external legal
counsel and from the Company’s in-house legal counsel that included an assessment of the
likelihood of loss and the estimate of the amounts of outflows. For certain specific legal
proceedings, we compared these assessments and estimates to those used by the Company
and evaluated the sufficiency of the Company’s legal contingency provisions and disclosures;
and
• we evaluated the Company’s ability to accurately estimate amounts to be paid related to
labor, civil and tax lawsuits by comparing the amounts paid upon resolution of legal proceedings
during the year to the provision amounts as of the prior year end.
Evaluation of the estimate of the provision for decommissioning costs
As discussed in notes 4.1(c), 4.5 and 19 to the consolidated financial statements the Company
records a provision for decommissioning costs which reflects its obligations to restore the
environment and dismantle and remove oil and gas production facilities upon abandonment. As
of December 31, 2022, the carrying amount of the provision for decommissioning costs was
US$18,600 million. The Company’s estimate of the provision for decommissioning costs
includes assumptions in relation to the nature and extent of the environmental restoration and
the dismantlement and removal work as well as the cost and timing of this work.
We identified the evaluation of the estimate of the provision for decommissioning costs as a
critical audit matter. Subjective auditor judgment was necessary to evaluate the key
assumptions used in the estimate such as the extent of the decommissioning work that will be
required by contract and regulations, the criteria to be met when the decommissioning actually
occurs and the costs and related timing of the future payments that will be incurred in the
decommissioning process.
The following are the primary procedures we performed to address this critical audit matter:
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de
responsabilidade limitada e firma-membro da organização global KPMG de
firmas-membro independentes licenciadas da KPMG International Limited,
uma empresa inglesa privada de responsabilidade limitada.
KPMG Auditores Independentes Ltda., a Brazilian limited liability company
and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company
limited by guarantee.
F-134
• we evaluated the design and tested the operating effectiveness of certain internal controls
over the Company’s process to estimate the provision for decommissioning costs. This included
controls related to the determination, review and approval of the key assumptions, including
estimates of the timing of abandonment and estimated costs of decommissioning;
• we assessed the estimates of timing until abandonment used by the Company by
comparing the production curves and life of the oil and gas reserves used with estimated
reserve volumes certified by the external reservoir specialist hired by the Company;
• we assessed the estimated costs of decommissioning by comparing certain key
assumptions with external industry reports;
• we evaluated the scope of the work, competency, and objectivity of the internal engineers
that estimated the production curves and life of the oil and gas reserves and the external
reservoir specialist hired by the Company that certified the estimated reserve volumes. This
included assessing the nature and scope of the work they were engaged to perform and their
professional qualifications and experience; and
• we evaluated the Company´s ability to accurately forecast costs of decommissioning work,
by comparing a selection of actual expenditure incurred with the decommissioning of oil and gas
production facilities during the year to the Company´s forecasts of that expenditure at the prior
year-end.
/s/ KPMG Auditores Independentes Ltda.
KPMG Auditores Independentes Ltda.
We have served as the Company’s auditor since 2017.
Rio de Janeiro – Brazil
March 29, 2023
KPMG Auditores Independentes Ltda., uma sociedade simples brasileira, de
responsabilidade limitada e firma-membro da organização global KPMG de
firmas-membro independentes licenciadas da KPMG International Limited,
uma empresa inglesa privada de responsabilidade limitada.
KPMG Auditores Independentes Ltda., a Brazilian limited liability company
and a member firm of the KPMG global organization of independent member
firms affiliated with KPMG International Limited, a private English company
limited by guarantee.
F-135