UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

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

Securities Exchange Act of 1934

For the month of May, 2021

Commission File Number 1-15106

PETRÓLEO BRASILEIRO S.A. – PETROBRAS

(Exact name of registrant as specified in its charter)

Brazilian Petroleum Corporation – PETROBRAS

(Translation of Registrant's name into English)

Avenida República do Chile, 65 
20031-912 – Rio de Janeiro, RJ
Federative Republic of Brazil

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F. 

Form 20-F ___X___ Form 40-F _______

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes _______ No___X____

Unaudited

Consolidated

Interim

Financial

Statements

March 31, 2021 and 2020 with report of independent registered public accounting firm

INDEX

PETROBRAS

KPMG Auditores Independentes

Rua do Passeio, 38, setor 2, 17º andar - Centro/RJ

Edifício Passeio Corporate

20021-290 - Rio de Janeiro/RJ - Brasil

Telefone +55 (21) 2207-9400, Fax +55 (21) 2207-9000

kpmg.com.br

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of

Petróleo Brasileiro S.A. - Petrobras

Results of Review of Interim Financial Information

We have reviewed the consolidated statement of financial position of Petróleo Brasileiro S.A. - Petrobras and subsidiaries (the “Company”) as of March 31, 2021, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity and cash flows for the three-month periods ended March 31, 2021 and 2020 and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in accordance with IAS 34 - Interim Financial Reporting, as issued by the International Accounting Standards Board (IASB).

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of financial position of the Company as of December 31, 2020, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the year then ended (not presented herein); and in our report dated March 24, 2021, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated statement of financial position as of December 31, 2020, is fairly stated, in all material respects, in relation to the consolidated statement of financial position from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the 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 reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

PETROBRAS

As of March 31, 2021 and December 31, 2020 (Expressed in millions of US Dollars, unless otherwise indicated)

UNAUDITED CONSOLIDATED STATEMENTS OF INCOME

PETROBRAS

Periods ending March 31, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)

UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

PETROBRAS

Periods ending March 31, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)

UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS

PETROBRAS

Periods ending March 31, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

PETROBRAS

Periods ending March 31, 2021 and 2020 (Expressed in millions of US Dollars, unless otherwise indicated)

These unaudited consolidated interim financial statements have been prepared and presented in accordance with IAS 34 – “Interim Financial Reporting” as issued by the International Accounting Standards Board (IASB). They present the significant changes in the period, avoiding repetition of certain notes to the annual consolidated financial statements previously reported. Hence, they should be read together with the Company’s audited annual consolidated financial statements for the year ended December 31, 2020, which include the full set of notes (2020 Financial Statements).

These unaudited consolidated interim financial statements were approved and authorized for issue by the Company’s Board of Directors in a meeting held on May 13, 2021.

The accounting policies and methods of computation followed in these consolidated interim financial statements are the same as those followed in the preparation of the annual financial statements of the Company for the year ended December 31, 2020.

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.

Marketable securities classified as fair value through profit or loss refer mainly to investments in Brazilian Federal Government Bonds. These financial investments have maturities of more than three months and are generally classified as current assets due to their maturity or the expectation of their realization in the short term.

In the three-month periods ended March 31, 2021 and 2020, the sales to the associate BR Distribuidora represent more than 10% of the Company’s sales revenues, mainly associated with the refining, transportation and marketing segment.

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$ 777 as of March 31, 2021 (US$ 507 as of December 31, 2020).

In 2020, the write-offs primarily relate to the write-off of receivables from suppliers, relating to the construction and renovation of platforms.

In the first quarter of 2021, the Company recognized a US$ 1 gain within cost of sales, adjusting inventories to net realizable value (a US$ 342 loss within cost of sales in the first quarter of 2020) primarily due to changes in international prices of crude oil and oil products.

At March 31, 2021, the Company had pledged crude oil and oil products volumes as collateral for the Terms of Financial Commitment (TFC) signed by Petrobras and Petros in 2008, amounting to US$ 1,718, considering the prepayments made in January 2021, whose procedures for updating public records are ongoing.

Exclusion of ICMS (VAT tax) from the basis of calculation of PIS and COFINS

In 2020, the Company obtained a favorable and definitive court decision regarding the exclusion of ICMS (VAT tax) in the basis of calculation of sales taxes PIS and COFINS, recognizing US$ 3,226 (R$ 16,764 million) as other recoverable taxes. These sales taxes credits refer to the ICMS included in the basis of calculation of PIS and COFINS, from October 2001 to August 2020, inappropriately paid during this period.

The Company has already realized US$ 2,878 (of which US$ 1,857 was in 2020) of this credit in payment of federal taxes.

As of March 31, 2021, the unused credit, updated by the SELIC interest rate, amounts to US$ 65 (R$ 369 million).

Petrobras, based on the risk management of litigations, taking into account its value generation strategy, adhered to state amnesty programs of the states of Rio de Janeiro and Bahia, generating a US$ 158 gain arising from the reversal of part of the related provisions, of which a US$ 120 gain as other income and expenses, and a US$ 38 gain as finance income.

State of Rio de Janeiro

The State of Rio de Janeiro instituted a settlement program called PEP-ICMS, under the terms of state law 189/2000, which allowed a 90% reduction of amounts due as a fine and interest.

The adhesion to the program creates conditions for the settlement of ICMS disputes involving tax credits, due to the cancellation of a plant of Gaslub (former Comperj), in the total amount of US$ 266, through estimated disbursement of US$ 97. As a result, for these unaudited interim consolidated financial statements as of March 31, 2021, the Company reassessed expected disbursements and reversed US$ 169 of the respective provisions.

In April 2021, the Company joined the program and will make the full payment of the remaining obligations by June 2021.

State of Bahia

The adhesion to the remission and amnesty program with the state of Bahia, entered into under the terms of state law 14,286/2020, allowed a 50% remission and a 90% reduction of fines and interest. The tax debts, arisen from the disallowance of tax credits, were settled after the payment of US$ 21.

The following table provides the reconciliation of Brazilian statutory tax rate to the Company’s effective rate on income before income taxes:

The changes in the deferred income taxes are presented as follows:

The composition of deferred tax assets and liabilities is set out in the following table:

12.1.       Voluntary Severance Programs

Recognition of the provision for expenses occur as employees enroll to the programs. Changes in the provision for expenses relating to voluntary severance programs are set out as follows:

The Company chose to disburse the severance payments in two installments, one at the time of termination and the remainder one year after the termination, and expects to disburse US$ 719, of which US$ 579 in 2021, US$ 100 in 2022 and US$ 40 in 2023.

The Company reopened the voluntary termination program for retired employees under the Brazilian Social Security Institute (INSS) until the enactment of the pension reform for new enrollments during January 2021 for employees not yet enrolled or who have canceled enrollment for any reason until December 29, 2020. During January 2021, 195 employees enrolled in this program.

On March 29, 2021, the Company opened the sixth opportunity for the separation of corporate employees, with application deadline on April 19, 2021, and 35 employees enrolled in this program.

On January 26, 2021, the Company’s Board of Administration approved changes in the criteria for granting PPP 2020 to employees (in relation to regulation approved on April 28, 2020).

The regulation for this variable compensation program establishes that, in order to trigger this payment, it is necessary to have net income for the year, excluding impairment losses and foreign exchange gains (losses) from this calculation, associated with the achievement of the Company’s performance metrics and the individual performance of employees and results of the departments.

The PPP for 2020 was fully paid by April 2021, in the amount of US$ 113. The PPP expense for the first quarter of 2021 amounts to US$ 94 (a US$ 29 net reversal for the same period of 2020), accounted for within other income and expenses.

At December 29, 2020, the 17 unions representing onshore employees of Petrobras had signed the agreement for the PLR for the next two years 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, and it will be cumulative to the payment of the PPP.

In order for the PLR to be paid in the next two years, 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 6.25% of net income and 25% of dividends distributed to shareholders, in each year. The PLR expense for the first quarter of 2021 amounts to US$ 28 (US$ 6 for the same period of 2020).

13.           Employee benefits (post-employment)

Changes in the actuarial liabilities recognized in the statement of financial position:

Pension and medical benefit expenses, net recognized in the statement of income are set out as follows:

Net actuarial liabilities are computed based on annual review carried out by an independent actuary and were already considered in the Company’s audited financial statements ended December 31, 2020.

On March 29, 2021, the Deliberative Council of Petros approved the financial statements of the PPSP-R and PPSP-NR plans, which presented a surplus in the fiscal year 2020, reversing the scenario of successive deficits in the two largest defined benefit plans managed by the Foundation .

The table below presents the reconciliation of the surplus of Petros Plan registered by Petros Foundation as of December 31, 2020 with the net actuarial liability registered by the Company:

For the first quarter of 2021, the Company's contribution to the defined contribution portion of the Petros Plan 2 was US$ 40 (US$ 50 for the first quarter of 2020) recognized in the statement of income.

On October 1, 2020, the Board of Directors approved the submission of the PP-3 for analysis by the Secretariat of Management and Governance of the State-owned Companies (SEST) and to the Superintendency of Post-retirement benefits (PREVIC), which approved it on January 27, 2021.

The PP-3 is a new pension plan with defined contribution characteristics and will be an exclusive option for voluntary migration of participants from the PPSP-R and PPSP-NR plans, not including pre-70.

Registrations to this plan were made until April 30, 2021 and, after validation and completion of the technical and administrative feasibility study, the Company will carry out an actuarial review of the original plans. This plan is expected to begin operating in the second half of 2021.

The Company’s Board of Directors approved in 2020 a new management model for its medical plan, which started operating on April 1, 2021. The management of this plan is carried out by a nonprofit civil association, nominated Associação Petrobras de Saúde (APS), also through the self-management type, in accordance with the requirements of the National Supplementary Health Agency (Agência Nacional de Saúde Suplementar - ANS).

The new model will generate no change in benefit, coverage or scope on the plan, as well as no accounting effects.

The Company recognizes provisions based on the best estimate of the costs of proceedings 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:

Provisions for legal proceedings are set out as follows: