As filed with the Securities and Exchange Commission on October 7, 2005.
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 20-F
(Mark One)
o Registration statement pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934
ý Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2003
o Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission File No. 001-12142
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PETRÓLEOS DE VENEZUELA, S.A. | ||
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(Exact Name of Registrant as Specified in Its Charter) | ||
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Venezuelan National Petroleum Company |
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Bolivarian Republic of Venezuela |
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(Translation of Registrant’s Name into English) |
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(Jurisdiction of Incorporation or Organization) |
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Avenida Libertador, La Campiña, Apdo. 169, Caracas 1010-A, Venezuela | ||
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(Address of Principal Executive Offices) | ||
Securities registered or to be registered pursuant to Section 12(b) of the Act: None.
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:
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PDVSA Finance Ltd. 6.650% Notes due 2006 |
PDVSA Finance Ltd. 9.375% Notes due 2007 |
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PDVSA Finance Ltd. 6.800% Notes due 2008 |
PDVSA Finance Ltd. 9.750% Notes due 2010 |
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PDVSA Finance Ltd. 8.500% Notes due 2012 |
PDVSA Finance Ltd. 7.400% Notes due 2016 |
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PDVSA Finance Ltd. 9.950% Notes due 2020 |
PDVSA Finance Ltd. 7.500% Notes due 2028 |
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 51,204 shares of the common stock of PETRÓLEOS DE VENEZUELA, S.A. were outstanding as of December 31, 2003.
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.
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Yes |
o |
No |
ý |
Indicate by check mark which financial statement item the registrant has elected to follow.
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Item 17 |
o |
Item 18 |
ý |
If this is an annual report, indicate check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). which financial statement item the registrant has elected to follow.
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Yes |
o |
No |
ý |
TABLE OF CONTENTS
Table of Contents
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Material Modifications to the Rights of Security Holders and Use of Proceeds |
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i
With respect to our obligations as co-registrant of PDVSA Finance Ltd.’s 6.650% Notes due 2006, 9.375% Notes due 2007, 6.800% Notes due 2008, 9.750% Notes due 2010, 8.500% Notes due 2012, 7.400% Notes due 2016, 9.950% Notes due 2020 and 7.500% Notes due 2028 (collectively, the “PDVSA Finance Notes”), PDVSA Finance Ltd.’s annual report on Form 20-F for the year ended December 31, 2003, as first filed with the U.S. Securities and Exchange Commission (Commission file No. 333-09678) on October 7, 2005 is incorporated herein by reference.
This annual report on Form 20-F contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Specifically, certain statements under the caption “Item 4.B. Business overview” and under the caption “Item 5. Operating and Financial Review and Prospects” relating to the expected results of exploration, drilling and production activities, refining processes, petrochemicals, gas, Orimulsion® and coal activities, and related capital expenditures and investments, the expected results of joint venture projects, the anticipated demand for new or improved products, environmental compliance and remediation and related capital expenditures, sales, taxes, dividends and contributions to Venezuela, are forward-looking statements. Words such as “anticipate,” “estimate,” “prospect” and similar expressions are used to identify forward-looking statements. Forward-looking statements are subject to risks and uncertainties related to Venezuelan and international markets, inflation, the availability of continued access to capital markets and financing on favorable terms, regulatory compliance requirements, changes in import controls or import duties, levies or taxes and changes in prices or demand for our products as a result of actions of our competitors or economic factors. Those statements are also subject to the risks of costs and anticipated performance capabilities of technology, and performance by third parties of their contractual obligations. Exploration activities are subject to risks arising from the inherent difficulty of predicting the presence, yield and quality of hydrocarbon deposits, as well as unknown or unforeseen difficulties in extracting, transporting or processing any hydrocarbons found or doing so on an economic basis. Should one or more of these risks or uncertainties materialize, actual results may vary materially from those estimated, anticipated or projected. Specifically, but without limitation, capital costs could increase, projects could be delayed, and anticipated improvements in capacity or performance may not be fully realized. Although we believe that the expectations reflected by such forward-looking statements are reasonable based on information currently available, readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. We undertake no obligation to publicly release any revision to these forward-looking statements to reflect events or circumstances after the date of this annual report.
The annual report on Form 20-F of PDVSA Finance Ltd., our wholly-owned subsidiary, for the year ended December 31, 2003 incorporated by reference herein also contains forward-looking statements. For a discussion of the factors affecting these statements contained in PDVSA Finance’s annual report, see “Factors Affecting Forward-Looking Statements” on page 1 thereof.
ii
As used in this annual report, references to “dollars” or “$” are to the lawful currency of the United States and references to “bolivars” or “Bs” are to the lawful currency of Venezuela. A unit conversion table and a glossary of certain oil and gas terms, including abbreviations for certain units, used in this annual report are contained in Annex A. When used in this annual report, the term “Petróleos de Venezuela” refers to Petróleos de Venezuela, S.A. and the terms “we,” “our,” “us,” “the Company” and “PDVSA” refer to Petróleos de Venezuela, S.A. and its consolidated subsidiaries.
Other miscellaneous terms
Unless the context indicates otherwise, the following terms have the meanings shown below:
“Amerada Hess” – Amerada Hess Corporation
“BCV” – Banco Central de Venezuela
“Bitor” – Bitúmenes Orinoco, S.A.
“BOPEC” – Bonaire Petroleum Corporation N.V.
“BORCO” – The Bahamas Oil Refining Company International Limited
“BP” – British Petroleum
“BP RP” – British Petroleum Refining & Petrochemical GmbH
“Carbozulia” – Carbones del Zulia, S.A.
“Chalmette Refining” – Chalmette Refining, L.L.C.
“ChevronTexaco” – ChevronTexaco Corporation
“CIED” – Centro Internacional de Educación y Desarrollo
“CITGO” – CITGO Petroleum Corporation
“CITGO Latin America” – CITGO International Latin America, Inc.
“ConocoPhillips” – ConocoPhillips
“CVP” – Corporación Venezolana del Petróleo, S.A.
“Deltaven” – Deltaven, S.A.
“ExxonMobil” – ExxonMobil Corporation
“FEM” – Fondo para la Estabilización Macroeconómica (Macroeconomic Stabilization Fund)
“FONDESPA” – Fondo para el Desarrollo Económico y Social del País
“Fortum Oil and Gas” – Fortum Oil and Gas OY
“Hovensa” – Hovensa, L.L.C.
“ENI” – Eni B.V.
1
“Intevep” – Intevep, S.A.
“Isla Refinery” – Refinería Isla (Curaçao), S.A.
“Lyondell” – Lyondell Petrochemical Corporation
“LYONDELL-CITGO” – LYONDELL-CITGO Refining Company, L.P.
“Merey Sweeny” – Merey Sweeny, L.P.
“Neste Oil Corporation” – Neste Oil
“Nynäs” – AB Nynäs Petroleum
“OPEC” – Organization of Petroleum Exporting Countries
“PDV America” – PDV America, Inc.
“PDV Chalmette” – PDV Chalmette, Inc.
“PDV Europa” – PDV Europa B.V.
“PDV Holding” – PDV Holding, Inc.
“PDV Marina” – PDV Marina, S.A.
“PDVMR” – PDV Midwest Refining, L.L.C.
“PDV VI” – PDVSA Virgin Island, Inc.
“PDVSA Cerro Negro” – PDVSA Cerro Negro, S.A.
“PDVSA Finance” – PDVSA Finance Ltd.
“PDVSA Gas” – PDVSA Gas, S.A.
“PDVSA Petróleo” – PDVSA Petróleo, S.A.
“PDVSA Sincor” – PDVSA Sincor, S.A.
“PDVSA-P&G” – PDVSA Petróleo y Gas, S.A.
“Pequiven” – Petroquímica de Venezuela, S.A.
“Petrozuata” – Petrolera Zuata, C.A.
“Phillips Petroleum” – Phillips Petroleum Corporation
“Ruhr” – Ruhr Oel GmbH
“SEC” – Securities and Exchange Commission
“Statoil” – Statoil Sincor AS
“Total Fina” – Total Fina Venezuela, S.A.
2
“Veba Oel” – Veba Oel AG
“Venezuela” – The Bolivarian Republic of Venezuela
3
Not Applicable.
Not Applicable.
The selected data presented below for, and as of the end of, each of the years in the five-year period ended December 31, 2003, are derived from the audited consolidated financial statements of PDVSA. See “Item 18. Financial Statements.”
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|
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At or for the Year Ended December 31, |
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|
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2003 |
|
2002 |
|
2001 |
|
2000 |
|
1999 |
|
|
|
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($ in millions) |
| ||||||||
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Income Statement Data: |
|
|
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|
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Sales of crude oil and products |
|
|
|
|
|
|
|
|
|
|
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Exports and international markets |
|
44,178 |
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39,875 |
|
42,682 |
|
49,780 |
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30,369 |
|
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In Venezuela |
|
961 |
|
1,236 |
|
1,701 |
|
2,230 |
|
1,450 |
|
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Petrochemical and other sales |
|
1,071 |
|
1,201 |
|
1,403 |
|
1,224 |
|
781 |
|
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Net sales |
|
46,210 |
|
42,312 |
|
45,786 |
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53,234 |
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32,600 |
|
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Equity in earnings of non-consolidated investees |
|
379 |
|
268 |
|
464 |
|
446 |
|
48 |
|
|
Total revenues |
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46,589 |
|
42,580 |
|
46,250 |
|
53,680 |
|
32,648 |
|
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Total costs and expenses |
|
41,400 |
|
39,073 |
|
37,977 |
|
40,029 |
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26,636 |
|
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Operating income |
|
5,189 |
|
3,507 |
|
8,273 |
|
13,651 |
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6,012 |
|
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Financing expenses |
|
627 |
|
763 |
|
509 |
|
672 |
|
662 |
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Income before income taxes and minority interests and cumulative effect of accounting change |
|
4,562 |
|
2,744 |
|
7,764 |
|
12,979 |
|
5,350 |
|
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Provision for income taxes |
|
(1,602 |
) |
(149 |
) |
(3,766 |
) |
(5,748 |
) |
(2,521 |
) |
|
Minority interests |
|
(6 |
) |
(5 |
) |
(5 |
) |
(15 |
) |
(11 |
) |
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Income before cumulative effect of accounting change |
|
2,954 |
|
2,590 |
|
3,993 |
|
7,216 |
|
2,818 |
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Cumulative effect of accounting change for the cost of asset retirement obligations |
|
(234 |
) |
— |
|
— |
|
— |
|
— |
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Net income |
|
2,720 |
|
2,590 |
|
3,993 |
|
7,216 |
|
2,818 |
|
|
Balance Sheet Data: |
|
|
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
2,938 |
|
1,703 |
|
925 |
|
3,257 |
|
1,079 |
|
|
Notes and accounts receivable |
|
4,955 |
|
3,515 |
|
3,280 |
|
4,435 |
|
3,820 |
|
|
Total assets |
|
55,355 |
|
54,939 |
|
57,200 |
|
57,600 |
|
49,990 |
|
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Current portion of long-term debt(1) |
|
750 |
|
1,817 |
|
1,000 |
|
596 |
|
910 |
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Long-term debt and capital lease obligations (excluding current portion). |
|
6,265 |
|
6,426 |
|
7,544 |
|
7,187 |
|
7,892 |
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|
Stockholder’s equity |
|
37,418 |
|
37,288 |
|
37,098 |
|
37,932 |
|
32,894 |
|
|
Capital stock |
|
39,094 |
|
39,094 |
|
39,094 |
|
39,094 |
|
39,094 |
|
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Other Financial Data: |
|
|
|
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|
|
|
|
|
|
|
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Net cash provided by operating activities |
|
5,746 |
|
4,880 |
|
6,965 |
|
10,285 |
|
4,633 |
|
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Net cash used in investing activities |
|
(902 |
) |
(1,226 |
) |
(5,263 |
) |
(5,360 |
) |
(3,326 |
) |
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Net cash used in financing activities |
|
(3,609 |
) |
(2,836 |
) |
(4,034 |
) |
(2,747 |
) |
(913 |
) |
|
Capital expenditures |
|
1,969 |
|
2,743 |
|
3,781 |
|
3,185 |
|
3,041 |
|
|
Depreciation and depletion |
|
2,824 |
|
3,038 |
|
2,624 |
|
3,001 |
|
2,821 |
|
|
Debt/Equity(2) |
|
19 |
% |
22 |
% |
23 |
% |
21 |
% |
27 |
% |
|
Total payments to shareholder |
|
9,585 |
|
9,474 |
|
12,097 |
|
11,641 |
|
6,549 |
|
|
Dividends(3) (5) |
|
2,326 |
|
2,652 |
|
4,862 |
|
1,732 |
|
1,719 |
|
|
Production tax |
|
5,944 |
|
5,911 |
|
3,792 |
|
4,954 |
|
2,654 |
|
|
Income taxes(4) |
|
1,315 |
|
911 |
|
3,443 |
|
4,955 |
|
2,176 |
|
4
(1) Excludes current portion of capital lease obligations, which amounted to $20 million, $30 million, $62 million, $122 million and $117 million in 2003, 2002, 2001, 2000 and 1999, respectively.
(2) Calculated as total debt (long-term debt, including current portion of long-term debt and capital leases) divided by stockholder’s equity.
(3) During 1999, special tax recovery certificates, or CERTs, amounting to $1,291 million were used to pay dividends.
(4) During 2001, 2000 and 1999, we used CERTs amounting to $84 million, $255 million and $22 million, respectively, to pay income taxes.
(5) During 2003, $251million of trade notes receivable were distributed as a dividend.
|
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At or for the Year Ended December 31, |
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|
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2003 |
|
2002 |
|
2001 |
|
2000 |
|
1999 |
| |||||
|
|
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(MBPD, unless otherwise indicated) |
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Operating Data: |
|
|
|
|
|
|
|
|
|
|
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Production |
|
|
|
|
|
|
|
|
|
|
| |||||
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Condensate |
|
22 |
|
46 |
|
48 |
|
50 |
|
43 |
| |||||
|
Light crude oil (API gravity of 30° or more) |
|
727 |
|
774 |
|
1,135 |
|
1,174 |
|
1,189 |
| |||||
|
Medium crude oil (API gravity of between 21° and 30°) |
|
914 |
|
962 |
|
1,018 |
|
1,047 |
|
1,095 |
| |||||
|
Heavy crude oil (API gravity of less than 21°) |
|
788 |
|
877 |
|
893 |
|
814 |
|
623 |
| |||||
|
Total crude oil |
|
2,451 |
|
2,659 |
|
3,094 |
|
3,085 |
|
2,950 |
| |||||
|
Liquid petroleum gas |
|
144 |
|
173 |
|
173 |
|
167 |
|
177 |
| |||||
|
Total crude oil and liquid petroleum gas |
|
2,595 |
|
2,832 |
|
3,267 |
|
3,252 |
|
3,127 |
| |||||
|
Net natural gas (MMCFD)(1) |
|
3,432 |
|
3,672 |
|
4,093 |
|
3,979 |
|
3,766 |
| |||||
|
Total crude oil, liquid petroleum gas and net natural gas (BOE)(2) |
|
3,187 |
|
3,464 |
|
3,973 |
|
3,938 |
|
3,776 |
| |||||
|
Sales volumes exported |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Exports of crude oil with 30° or greater API |
|
657 |
|
672 |
|
659 |
|
716 |
|
1,010 |
| |||||
|
Exports of crude oil with less than 30° API |
|
991 |
|
1,092 |
|
1,406 |
|
1,282 |
|
913 |
| |||||
|
Exports of refined petroleum products |
|
502 |
|
647 |
|
697 |
|
825 |
|
861 |
| |||||
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Total |
|
2,150 |
|
2,411 |
|
2,762 |
|
2,823 |
|
2,784 |
| |||||
|
Average export prices per unit ($ per barrel) |
|
|
|
|
|
|
|
|
|
|
| |||||
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Exports of crude oil with 30° or greater API |
|
$ |
27.16 |
|
$ |
23.46 |
|
$ |
22.47 |
|
$ |
28.20 |
|
$ |
17.08 |
|
|
Exports of crude oil with less than 30° API |
|
$ |
22.56 |
|
$ |
20.24 |
|
$ |
17.29 |
|
$ |
23.12 |
|
$ |
13.45 |
|
|
Exports of refined petroleum products |
|
$ |
26.53 |
|
$ |
24.23 |
|
$ |
23.94 |
|
$ |
28.40 |
|
$ |
17.80 |
|
|
Weighted average export prices(3) |
|
$ |
24.89 |
|
$ |
21.94 |
|
$ |
20.21 |
|
$ |
25.91 |
|
$ |
16.04 |
|
|
Average production costs ($ per BOE) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Production cost per BOE of production, excluding operating service agreements(4) |
|
$ |
2.06 |
|
$ |
2.42 |
|
$ |
2.17 |
|
$ |
2.22 |
|
$ |
2.00 |
|
|
Production cost per BOE of production (4) |
|
$ |
3.85 |
|
$ |
3.92 |
|
$ |
3.38 |
|
$ |
3.48 |
|
$ |
2.72 |
|
|
Depreciation and depletion cost per BOE of production |
|
$ |
0.53 |
|
$ |
0.54 |
|
$ |
0.38 |
|
$ |
0.46 |
|
$ |
0.37 |
|
|
|
|
|
|
|
|
|
|
|
|
|
| |||||
|
Proved reserves(5) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Crude oil (MMB) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Condensate |
|
1,919 |
|
1,900 |
|
1,723 |
|
1,772 |
|
1,847 |
| |||||
|
Light crude oil (API gravity of 30° or more) |
|
10,078 |
|
10,012 |
|
10,345 |
|
10,244 |
|
10,258 |
| |||||
|
Medium crude oil (API gravity of between 21° and 30°) |
|
12,340 |
|
12,450 |
|
12,891 |
|
12,804 |
|
12,195 |
| |||||
|
Heavy crude oil (API gravity of between 11° and 21°) |
|
17,617 |
|
17,414 |
|
17,266 |
|
17,177 |
|
16,861 |
| |||||
|
Extra-heavy crude oil (API gravity of less than 11°)(6) |
|
35,186 |
|
35,381 |
|
35,558 |
|
35,688 |
|
35,701 |
| |||||
|
Total crude oil |
|
77,140 |
|
77,157 |
|
77,783 |
|
77,685 |
|
76,862 |
| |||||
|
Of which, relating to Operating Service Agreements(7) |
|
5,446 |
|
5,501 |
|
5,600 |
|
5,479 |
|
5,450 |
| |||||
|
Natural gas (BCF)(8) |
|
150,043 |
|
147,109 |
|
148,295 |
|
147,585 |
|
146,611 |
| |||||
|
Proved reserves of crude oil and natural gas (MMBOE) (6) |
|
103,009 |
|
102,521 |
|
103,351 |
|
103,131 |
|
102,140 |
| |||||
|
Remaining reserve life of proved crude oil reserves (years)(9) |
|
74 |
x |
70 |
x |
64 |
x |
64 |
x |
70 |
x | |||||
|
Net crude oil refining capacity (MBPD) (10) |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Venezuela (including Isla Refinery) |
|
1,628 |
|
1,628 |
|
1,628 |
|
1,620 |
|
1,620 |
| |||||
|
United States |
|
1,205 |
|
1,205 |
|
1,205 |
|
1,198 |
|
1,224 |
| |||||
|
Europe |
|
259 |
|
252 |
|
252 |
|
252 |
|
252 |
| |||||
|
Total |
|
3,092 |
|
3,085 |
|
3,085 |
|
3,070 |
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3,096 |
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5
(1) Amounts indicated are net of natural gas used for reinjection purposes.
(2) Natural gas is converted to barrels of oil equivalent (BOE) at a ratio of 5.8 thousand cubic feet of natural gas per one barrel of crude oil.
(3) Weighted average sales price of crude oil, refined petroleum products and liquid petroleum gas exports.
(4) Calculated by dividing total costs (excluding depreciation and depletion) and expenses of crude oil, natural gas and liquid natural gas producing activities by total crude oil, liquid petroleum gas and net natural gas (BOE) produced.
(5) Proved reserves include both proved developed and undeveloped reserves.
(6) Proved reserves of extra-heavy oil located in the Orinoco Belt have a low development grade. Of the total gross proved reserves to be exploited under our Orinoco Belt project at December 31, 2003, approximately 10,483 MMB reserves are being developed under four association agreements in which PDVSA has an equity interest of less than 50%. See “Item 4.B Business overview—Initiatives Involving Private Sector Participation—Orinoco Belt Extra-Heavy Crude Oil Projects.”
(7) Includes portion of proved crude oil reserves in fields relating to operating service agreements as of December 31 of the year in which each of such agreements went into effect. Such agreements may not necessarily result in the exploitation of 100% of these reserves during their term. See “Item 4.B Business overview—Initiatives Involving Private Sector Participation—Operating Service Agreements.”
(8) Includes 12,427 BCF, 12,454 BCF, 12,476 BCF, 12,505 BCF and 12,400 BCF in each of 2003, 2002, 2001, 2000 and 1999, respectively, associated with extra-heavy crude oil reserves.
(9) Based on crude oil production from the top of wells for each period and total proved crude oil reserves at the end of each period. Proved reserves of extra-heavy crude oil are substantially undeveloped. Proved reserves of extra-heavy crude oil in the Orinoco Belt are being developed in association with third parties. See “Item 4.B Business overview—Initiatives Involving Private Sector Participation—Orinoco Belt Extra-Heavy Crude Oil Projects.”
(10) Amounts represent PDVSA’s interest in the refining capacity of all refineries in which it holds an equity or leasehold interest. See “Item 4.B Business overview—Refining and Marketing.”
Exchange rates
The following table sets forth certain information concerning the exchange rate of the bolivar to the dollar based on daily rates of exchange established by the BCV pursuant to a foreign exchange agreement between Venezuela’s Ministry of Finance and the BCV. See notes 2, 3 and 22(b) to our consolidated financial statements, included under “Item 18. Financial Statements.”
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Year ended December 31, |
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