Petróleos de Venezuela S.A. and Subsidiaries (PDVSA) Financial
Transcription
Petróleos de Venezuela S.A. and Subsidiaries (PDVSA) Financial
Petróleos de Venezuela S.A. and Subsidiaries (PDVSA) Wholly-Owned by the Bolivarian Republic of Venezuela Financial and Operational Information December 31, 2007 The New PDVSA with a National, Popular and Revolutionary Vision MESSAGE FROM THE PRESIDENT OF PDVSA 6 I. General Business Vision 12 1. History and Development of the Company...................................................................12 2. Strengths Supporting the Oil Industry..........................................................................13 3. Business Description .......................................................................................................14 a. b. c. d. Activities ...................................................................................................................... 14 Social Development .................................................................................................... 15 Energy Cooperation Agreements ............................................................................... 15 New Businesses ......................................................................................................... 16 II. Organization 17 1. Organizational Structure................................................................................................17 2. Description of Main Subsidiaries...................................................................................17 a. b. c. d. e. f. g. h. i. j. k. l. m. n. o. 3. Corporate Government ..................................................................................................21 a. b. c. d. 4. PDVSA Petróleo, S.A.................................................................................................. 17 Corporación Venezolana del Petróleo, S.A. (CVP) .................................................... 17 PDVSA Gas, S.A. ....................................................................................................... 18 PDV Marina, S.A......................................................................................................... 18 Palmaven, S.A. ........................................................................................................... 18 Interven Venezuela, S.A. ............................................................................................ 18 Deltaven, S.A. ............................................................................................................. 18 PDVSA América, S.A.................................................................................................. 18 Bariven, S.A. ............................................................................................................... 19 INTEVEP, S.A............................................................................................................. 19 COMERCHAMP, S.A.................................................................................................. 19 PDVSA Agrícola, S.A.................................................................................................. 19 PDVSA Industrial, S.A. ............................................................................................... 19 PDVSA Servicios, S.A. ............................................................................................... 20 Subsidiaries and Foreign Affiliates ............................................................................. 20 Stockholder’s Meeting................................................................................................. 21 Board of Directors ....................................................................................................... 21 Audit Committee ......................................................................................................... 26 Internal Control ........................................................................................................... 26 Human Resources............................................................................................................27 III. Strategic Plan 30 2 1. Axes of the “Plan Siembra Petrolera”...........................................................................31 a. b. c. d. e. f. g. 2. Certification of the Orinoco Oil Belt (Magna Reserva Project) ................................... 31 Expansion of Orinoco Oil Belt Projects....................................................................... 32 Production in Traditional Areas................................................................................... 32 Offshore Gas Development ........................................................................................ 32 Refining Increase and Improvement........................................................................... 33 Commercialization of Crude Oils and Products .......................................................... 33 Development of Infrastructure .................................................................................... 33 Business Strategy.............................................................................................................33 a. b. c. d. e. f. 3. Capital Expenditures................................................................................................... 34 Exploration, Production and the Upgrading of Crude Oils.......................................... 35 Refining ....................................................................................................................... 35 Trade and Supply........................................................................................................ 36 Natural gas.................................................................................................................. 36 Social Production Companies..................................................................................... 36 Summary of Capital Expendicture Plan and Main Projects.......................................37 a. b. c. d. e. f. g. h. i. j. k. l. m. n. o. p. q. r. s. t. u. Ceuta – Tomoporo ...................................................................................................... 37 Electric Energy Supply Costa Oriental del Lago - Occidente ..................................... 38 Northern District Growth ............................................................................................. 38 Morichal District Growth.............................................................................................. 38 New Developments in the Orinoco Oil Belt Area ........................................................ 38 Trans-Caribbean Gas Pipeline Antonio Ricaurte........................................................ 38 Gran Delta Caribe Oriental ......................................................................................... 39 Complejo Criogénico de Occidente ............................................................................ 39 Gas Anaco .................................................................................................................. 39 Acondicionamiento de Gas y Líquidos Anaco (AGLA) ............................................... 39 Interconexión Centro Occidente (ICO) ....................................................................... 39 Jose 250...................................................................................................................... 40 Mariscal Sucre ............................................................................................................ 40 Nor-East Gas Sistem .................................................................................................. 40 National Gasification ................................................................................................... 40 Plataforma Deltana ..................................................................................................... 40 Autogas - Natural Gas for Vehicles (NGV) ................................................................. 41 Rafael Urdaneta.......................................................................................................... 41 Deep Conversion for Puerto La Cruz Refinery ........................................................... 41 Deep Conversion for El Palito Refinery ...................................................................... 41 Construction of New Refineries in Venezuela ............................................................ 41 IV. Main Activities 1. 43 Extraction and Production .............................................................................................43 a. b. c. d. Reserves ..................................................................................................................... 43 Production................................................................................................................... 48 Third-Party Associations ............................................................................................. 51 Magna Reserva Project .............................................................................................. 58 2. Gas ....................................................................................................................................61 3. Refining ............................................................................................................................63 3 a. b. c. 4. Refining Capacity........................................................................................................ 63 Domestic Refining....................................................................................................... 66 Foreign Refining.......................................................................................................... 66 Trade and Supply............................................................................................................70 a. b. c. 5. Exports ........................................................................................................................ 70 Domestic Market ......................................................................................................... 73 Deltaven, S.A .............................................................................................................. 75 Transportation/Vessels and Tankers.............................................................................77 a. b. Supply and Logistics ................................................................................................... 77 PDV Marina................................................................................................................. 77 6. Research and Development ............................................................................................79 7. Environmental and Safety ..............................................................................................82 a. b. 8. Occupational Health and Environmental .................................................................... 82 Industrial Safety .......................................................................................................... 84 Social Development .........................................................................................................86 V. Energy Cooperation Agreements 100 VI. New Business 105 a. b. c. Oil Service Companies ............................................................................................. 105 Social Production Companies................................................................................... 109 Agricultural Sector Companies ................................................................................. 113 VII. Electricity Sector Companies 115 VIII. Litigation and Other Claims 117 IX. Operating and Financial Analysis 118 1. Executive Summary ......................................................................................................118 2. Inflation and Devaluation.............................................................................................119 3. Contributions Paid to the Nation.................................................................................119 a. b. c. d. e. f. Income Tax ............................................................................................................... 119 Royalty ...................................................................................................................... 120 Extraction Tax ........................................................................................................... 120 Export Registration Tax ............................................................................................ 120 Surface Tax............................................................................................................... 120 Value Added Tax (VAT) ............................................................................................ 121 4 g. h. General Consumption Tax ........................................................................................ 121 Dividends .................................................................................................................. 121 4. Monetary Reconversion................................................................................................122 5. Operating and Financial Results .................................................................................122 a. b. c. d. e. f. g. h. 6. Consolidated Summary of Financial Information...................................................... 125 Production................................................................................................................. 128 Total Sales ................................................................................................................ 129 Cost and Expenses................................................................................................... 129 Cash Flows ............................................................................................................... 130 Restricted Cash ........................................................................................................ 131 Supply Agreement .................................................................................................... 133 Significant Accounting Policies ................................................................................. 134 Consolidated Financial Debt ........................................................................................136 X. Schedules 141 5 MESSAGE FROM THE PRESIDENT OF PDVSA The results of our operations of the year 2007 show an strengthened PDVSA, clearly invested in its role and responsibilities with the Venezuelan society. PDVSA is aware of its role as the National Petroleum Company of the Venezuelan state, responsible for operations related to one of our main non-renewable resources: hydrocarbons. PDVSA is, and must continue to be the engine for domestic development and the leverage for the integral transformation of our society. The new PDVSA is proud to be a National Company, subordinate to the Venezuelan state and deeply committed to the true owners of petroleum: the Venezuelan people. This report contains the operational and financial results at the end of the fiscal year, in which we have had the task of overseeing and guiding the course of our main industry. Likewise, we have shed light on the biggest and most significant challenges that lie ahead, committed to our goal of planting the seed of petroleum. Our course of action is always compelled by profound moral and ethical convictions, aimed at ensuring responsible, efficient and transparent operations. After the terrible consequences of the sabotage to our oil industry in 2002 and 2003, which deeply affected the Venezuelan population, PDVSA has managed to consolidate an organizational structure capable of dealing with the everyday challenges inherent to our fundamental activity. We have performed an extraordinary recovery of our production, refining, administrative and control systems, fuel supply, international trade and all the facilities that had been sabotaged. At the same time, we have been decidedly involved with important and necessary social activities, supporting the efforts of the Bolivarian Government to achieve a society in which fairness prevails as a means of inclusion for all citizens, based on equality and social justice, thus facilitating the integral development of the country and departing from hundreds of years of unfairness and inequities among our population. PDVSA’s staff is young, highly committed and technically prepared to support and ensure the consolidation and continuity of our operations. These traits propel us to optimal quality levels and enhanced performance. This human resource, comprised of women and men of our own society, displays its commitment to the people on a daily basis and its role within a new PDVSA, identified with a national, popular and revolutionary vision. Full Petroleum Sovereignty In 2007 we completed the migration process to the structure of ”Empresas Mixtas”, in accordance with the Organic Hydrocarbons Law, in which PDVSA is a major stockholder, of the old joint ventures of the Orinoco Oil Belt, as well as of the old extraction, risk and shared-profit agreements. These efforts consolidated the policies aimed at achieving the Full Petroleum Sovereignty. These steps toward sovereignty have complemented other important decisions of recent years, have put an end to the so-called “open oil-related activities”, which was a perverse chapter in our recent history sparked by the “meritocratic” management of the old PDVSA at the beginning 6 of the nineteen nineties, which intended to privatize our industry in benefit of a cross-border interest and, as a result, affect the legitimate rights of the Venezuelan people and nation, the sole owners of our petroleum. As the end to the open-petroleum era, PDVSA takes control over all activities relating to extraction of hydrocarbons in the country and, in so doing, it ensures coherence with the strategic plans of the Nation and the guidelines imparted by the National Branch of Government through the Ministry of Popular Power for Energy and Petroleum. The policies of the Full Petroleum Sovereignty have brought about great social, economic and political progress for the nation. These developments include the following: Increased Tax Collection: The government strategy of standardizing and adjusting the rates to determine and pay royalties and taxes on oil-related income, including new tax laws, has allowed the National Treasury to increase its collection by over 40 billion U.S.dollars (dollars or $) from 2002 to 2007. These resources are currently managed by the Venezuelan state and enable a revolutionary distribution of the oil revenue through social programs and support to the National Development Plan. Cost Savings for PDVSA: The migration of joint ventures to ”Empresas Mixtas”, mandated and performed as of April 1, 2006, has resulted in operating cost savings for PDVSA of over 2,7 billion dollars from 2006 to 2007, a significant increase in financial income and consolidation of our equity position. PDVSA has undertaken these processes, as acts of sovereignty, based on current laws and regulations, without improper treatment and within an environment of respect and fairness toward our partners. Under the structure of ”Empresas Mixtas”, we continue to do business with oil companies from all over the world, but all our efforts are performed under the provisions of the Constitution of the Bolivarian Republic of Venezuela, the Organic Hydrocarbons Law and Organic Gas Hydrocarbons Law, as well as other regulations and standards governing petroleum activities in our nation, with the aim of protecting the interests of our people. Operational and Financial Results The results obtained in 2007 evidence the high operating capacity and financial strength of PDVSA, confirming it as the 5th largest oil company in the world and the biggest in Latin America, according to recently studies published by Petroleum Intelligence Weekly (PIW). In 2007, PDVSA and its subsidiaries earned an international operating income of 96 billion 242 million dollars, thanks to its efforts to maintaining crude-oil liquefied natural gas levels at 3.3 million barrels per day, including the production from companies operating in the Orinoco Oil Belt. Total exports of the year, including sales by businesses in the Orinoco Oil Belt, amounted to 2.8 million barrels per day. Export prices of the Venezuelan basket average was 64.74 dollars per barrel. These income levels, along with the consistent and systematic reduction of our cost and expenses levels gave way to a net operating profit of 25,3 billion dollars. From this amount, upon deduction of contributions for social development and income tax expenses caused in the year, resulted a net worldwide consolidated profit of 6,3 billion dollars arose. 7 As a result of the income of recent years, and the decisions, policies and guidelines of National Government, in 2007 PVSA managed to revert the terrible deficit existing at the end of 1998, when Hugo Chávez Frías became president of Venezuela. As denounced by the Statutory Auditor of PDVSA in his report of 1999, the financial statements at the end of 1998 showed a deficit of 14.6 billion dollars. The leaders of the Fourth Republic, in alliance with the “meritocratic” management of the old PDVSA, had taken our main industry to the verge of bankruptcy because of their unwise decision-making in financial and operating issues. With great pride and satisfaction, we now present to the Venezuelan people a healthy, vigorous company in good standing and with assets of over 107 billion dollars and a net equity of over 56 billion dollars. Support of Integral Social Development of the Country In 2007, PDVSA furthered emphasized its unconditional support to different social-development projects, plans and programs, established by the Bolivarian Government. Contributions for social development, made by PDVSA in that year amounted to 13.9 billion dollars, distributed as follows: • • • 6.8 billion dollars for Fondo de Desarrollo Nacional (Fonden), for completion of infrastructure work and projects. 5.7 billion dollars for social missions and other social programs (Misiones Barrio Adentro I, II and III, Ribas, Mercal, Milagro, Revolución Energética, Sucre e Identidad, and others). 1.4 billion dollars for special investment plans in Housing and Habitat (524 million dollars), and Agricultural Projects (919 million dollars). Through contributions made by PDVSA for social development, the Venezuelan state distributes excess oil revenues among the Venezuelan population through allocation of resources for infrastructure and support projects aimed at different social missions. International Streghthening and Regional Integration The current capitalist development plan, based on an irrational extraction of energy, is unfeasible and unsustainable. Hydrocarbon reserves throughout the world do not suffice to sustain the enormous current consumption of industrialized countries or future growth expectations. In light of this outrageous voracity toward energy, the Bolivarian Government of Venezuela carries out efforts within the Organization of Petroleum Exporting Countries (OPEC) to encourage rational management of the extraction rate of these non-renewable natural resources, maximum valuation of oil resources, global energy balance and strategic use of hydrocarbons for integration, social justice, solidarity and the fight against poverty and social exclusion. The energy integration of the peoples of Latin America and the Caribbean is fostered by our Government through Petroamérica, an initiative part of “Alternativa Bolivariana para los Pueblos de Nuestra América” (ALBA). Petroamerica is a geopolitical enabler aimed at establishing means of cooperation and integration, using the energy resources of the regions of the Caribbean, Central America and South America. Three sub-regional initiatives merge into Petroamérica, namely, Petrocaribe, Petrosur and Petroandina, whose objectives include, but are not limited to, the following: 8 • • • Mitigate asymmetries in the access to energy resources. Establish means for cooperation and integration, based on complementation. Foster energy interconnection and joint investment in economic, social and energyrelated projects. The New Challenges of PDVSA: The Plan to Sow Petroleum As part of PDVSA’s Development Plan of the Nation, PDVSA performs its Plan to Sow Petroleum, which addresses seven axes for national petroleum and gas development: • Magna Reserva Project: Quantification and certification of reserves in the Boyacá, Junín, Ayacucho and Carabobo blocks of the Orinoco Oil Belt. The purpose of the Magna Reserva Project is to quantify and certify at least 17% of the Original Oil on Site (POES) as proved reserves, based on an integral review of all the Orinoco Oil Belt area and the application of leading-edge technology to enhance the recovery factor. Since the project was launched in 2005, up to the end of 2007, MENPET has quantified and certified 20 billion barrels of heavy crude oil of the 235 billion barrels taken into account for the project; that is, as of 2007 approximately 9% of the overall goal has been reached; the balance is estimated to be completed by the end of 2009. • Expansion of Projects in the Orinoco Oil Belt: Integral development of the northern Orinoco region. The Plan to Sow Petroleum takes into account the development of three modules for production of 615 thousand barrels per day of upgraded crude oils, with involvement of third parties. In addition, two (2) cities will be built around the heavy crude oil processing complex to encourage the process for de-concentration of the population. • Production in Traditional Areas: Increased production up to 5.8 million barrels per day by the year 2012. Offshore Gas Development: Integral industrial development of offshore gas reservoirs in the eastern region (Delta Platform, with a planned production of 1.47 billion cubic feet of gas per day, and Mariscal Sucre with 1.2 billion cubic feet of gas per day) and in the western region (Rafael Urdaneta, with an expected production of 1 billion cubic feet of gas per day). The construction of the Gran Mariscal de Ayacucho Industrial Complex (CIGMA) is under way. This complex is for treatment and conditioning of offshore gas, located in Sucre State, which encompasses a petrochemical plant, storage areas, docks and terminals, plants for liquefying gas, as well as an industrial park. • Refining Expansion and Improvement: Creation of new refineries (Cabruta, Batalla de Santa Inés and Caripito). Plans in this axis are to increase the processing capacity of Venezuelan crude oil in the country by creating new refining complexes: Cabruta, with a capacity of 400 thousand barrels per day; Batalla de Santa Inés, located in the state of Barinas, with 50 thousand barrels per day; and Caripito with 50 thousand barrels per day for production of asphalt. Furthermore, it is aimed at reinforcing and enhancing the processes of existing plants (Paraguaná Refining Complex, Puerto La Cruz and El Palito) to increase residual processing and obtain more medium distillates. 9 This plan to expand and enhance refining is integrated with agro-energetic projects for production of ethanol, as an additive of gasoline, thus significantly impacting the occupation of the field and contributing to territorial consolidation. • Commercialization of Crude and Products: To ensure domestic energy security and reliability and strengthen foreign oil policies. By 2012, the crude oil availability expected for exports is of 4.4 million barrels per day and 1.8 million barrels per day for refining, amounting to a total supply of crude oil of 5.2 million barrels per day.With the production of ”Empresas Mixtas” arising from former joint ventures of the Orinoco Oil Belt of 622 thousand barrels per day, the domestic supply of crude oil amounts to 5.8 million barrels per day. • Infrastructure: To expand the recovery capacity, storage and transportation of hydrocarbons. The purpose is to facilitate regional integration through gas pipelines with the South, the Andes and the Caribbean and replace obsolete infrastructure. Additionally, the project includes plans to develop a residential gas supply network. Expansion of this infrastructure will enable greater flexibility to handle the increased volumes under the plan, in terms of crude oil, products and natural gas. The Plan to Sow Petroleum entails investments of 78.12 billion dollars from 2007 to 2012, which will increase the operating capacity of PDVSA, thus significantly boosting Venezuelan economy and generating opportunities for the integral development of the country. The new PDVSA subsidiaries created to support the Siembra Petrolera Plan will serve as valuable tools for the Venezuelan state to generate the necessary space to increase balance in the domestic market. • PDVSA Servicios: This subsidiary will give rise to important savings in the area of PDVSA services, supporting the administration of drilling rigs recently nationalized, manufactured in China, leased out from third parties, as well as those used in servicing reservoirs, machinery and seismic processes. • PDVSA Industrial: Its purpose is to meet the needs of the population through a product line of household products. Manufacturing of end products for mass consumption will take place, such as clothing, shoe wear, home appliances, tools, beds, furniture, as well as white and brown goods, television sets and radios. • PDVSA Agrícola: Lands owned by PDVSA will be used to harvest food. Under this plan, in 2007, a program for planting soybeans and sugar cane was launched. To complement the agricultural value chain, the company Productora y Distribuidora Venezolana de Alimentos (PDVAL) is created for the purpose of carrying out production, supply and domestic and foreign marketing of foodstuff, thus ensuring a stable, permanent and growing supply. • PDVSA Gas Comunal: This plan is basically centered on gas supply to communities from filling plants to homes. • PDVSA Ingeniería y Construcción: Platforms for offshore production activities will be developed. • PDVSA Naval: will build boats, shipyards and dams. 10 • PDVSA Desarrollos Urbanos: will contribute to housing and habitat developments. In tight cooperation with other institutes and ministries, construction of homes and housing developments throughout the country will take place. This management report corresponding to the year 2007 is the result of the efforts of men and women whose work and consistency have supported the operating and financial consolidation of PDVSA. The triad comprised by the People, Armed Forces and Oil Employees, has been a key factor in the success achieved. This capacity for teamwork, professional development, discipline and organization must continue to be employed to fulfill the goals of the Plan to Sow Petroleum in benefit of the Venezuelan people as a fundamental tool for creating economic and social conditions to facilitate the development of socialism in our country. Rafael Ramírez Carreño Minister of Popular Power for Energy and Petroleum, and President of PDVSA 11 I. General Business Vision 1. History and Development of the Company Petróleos de Venezuela, S.A. (PDVSA) is a company owned by the Bolivarian Republic of Venezuela1, created by the Venezuelan state2 in 1975, in accordance with the Organic Law Allocating to the State, the Hydrocarbons Industry and Trade. Its operations are supervised and controlled by the Ministry of Popular Power for Energy and Petroleum, formerly the Ministry of Energy and Oil (MENPET). PDVSA is responsible, in Venezuela, of developing the hydrocarbons industry as well as planning, coordinating, supervising and controlling activities relating to exploration, extraction, manufacturing, refining, transportation through special means and sale of hydrocarbons and their derivatives in Venezuela and abroad. Most of its foreign subsidiaries are involved in refining and marketing activities at a global level. Under the Constitution of 1999, the Venezuelan state must exercise exclusive ownership of PDVSA’s shares. Nevertheless, the Constitution makes it possible for Venezuela through PDVSA and its subsidiaries to enter into exploration, production and refining agreements and to incorporate ”Empresas Mixtas” for the development of the oil industry yet keeping a majority interest in those companies. The main activities pursued by PDVSA are regulated by the Organic Hydrocarbons Law, effective since 2002, amended by Decree Law for Partial Amendment of the Organic Hydrocarbons Law, published in Official Gazette number 38,443, dated May 24, 2006. With regards to gas-related transactions, the provisions of the Organic Law on Gaseous Hydrocarbons of September 1999 and its Regulation of June 2000 are applied. In accordance with articles 302 and 311 of the Constitution of Venezuela and article 5 of the Organic Hydrocarbons Law, referring to PDVSA’s involvement in the integral and social development of the country, PDVSA undertakes a new social responsibility and takes part in different programs established by the Executive Branch of Government for the purpose of supporting the work or services aimed at social development of infrastructure and roads, agricultural, health and education activities and any other productive investment in Venezuela. PDVSA is incorporated in Venezuela, and its Parent Company offices are located at Avenida Libertador, La Campiña, Apartado Nº 169, Caracas 1010-A, Venezuela. Its telephone number is +58-212-708-4111. Its website is www.pdvsa.com. 1 2 Hereinafter referred to as Venezuela Hereinafter referred to as the state 12 2. Strengths Supporting the Oil Industry The following charge conveys financial, operating and human-resources data of the Oil Industry, as of December 31, 2007 and for the year then ended: STRENGTHS SUPPORTING THE OIL INDUSTRY Workforce - Employees Workforce - Outsourced Operating income - Consolidated Net profit - Consolidated 3D Seismic purchases Proved Oil Reserves Oil Reserves under Certification Process (Estimate) Proved Gas Reserves Gas Reserves under Certification Process (Estimate) Potential Oil Production Domestic Oil Production Active Wells Drilling Rigs / Year Reservoirs Oil Fields Main Oil Pipelines PDVSA Refining Capacity Refining Capacity in Venezuela Foreign Refining Capacity PDV Service Stations in Venezuela Service Stations under Trademark Agreements Gas Compression Plants in PDVSA Gas Natural Liquefied Gas LGN Plants Installed Liquefied Natural Gas Fractioning Capacity Actual Liquefied Natural Gas Fractioning Capacity Methane Gas Pipelines Poliducts for transportation of liquefied natural gas 61,909 15,383 96,242 6,273 3,531 99.4 215 170.9 196 3,561 3,150 15,817 111 18,176 394 4,865 3,098 1,303 1,795 784 203 21 3 283 268 4,267 381 Persons Persons MMUS$ MMUS$ Km2 MMMBls MMMBls MMMMPC MMMMPC MBD MBD Und Und Und Und Km MBD MBD MBD Und Und Und Und MBD MBD Km Km PDVSA’s Ranking According to a comparative analysis published on December 3, 2007 by Petroleum Intelligence Weekly (PIW), PDVSA is ranked among the largest oil companies in the world in the following positions: fifth in proved reserves of oil and gas, sixth in production, fifth in refining capacity and eighth in sales. This analysis was based on a series of operating criteria, such as reserves, production, refining and sales. 13 The chart below shows PDVSA’s position compared with that of other companies: Ranking Company Country Liquid Production Liquid Reserves Gas Production Gas Reserves Refining Capacity Sales 1 Saudi Aramco Saudi Arabia 1 1 7 4 10 7 2 NIOC Iran 2 2 2 1 14 12 3 Exxon Mobil USA 5 14 3 13 1 1 4 BP United Kingdom 8 16 4 15 6 3 5 PDVSA Venezuela 6 5 26 5 5 8 Royal Dutch 6 Shell Netherlands 9 26 5 16 2 2 7 CNPC China 4 9 13 12 9 14 15 22 9 19 7 6 8 Conoco Phillips USA 9 Chevron USA 14 19 11 23 12 5 10 Total France 18 23 12 20 8 4 11 Pemex Mexico 3 11 14 33 13 13 12 Gazprom Russia 23 18 1 3 25 26 13 Sonatrach Argeria 12 13 6 6 34 25 14 KPC Kuwait 7 4 39 14 19 20 15 Petrobras Brazil 10 17 23 35 11 10 Source: Petroleum Intelligence Weekly, December 2007. 3. Business Description PDVSA carries out its operations through its subsidiaries, and its interest in associations with local and foreign companies. The latter are subject to different laws and regulations. These operations include the following: • Exploration, production and upgrading of crude oil and natural gas. • Exploration and production of natural gas from offshore resources, including the export of natural gas liquids. • Refining, marketing, transportation of crude oil and refined products, and processing, marketing and transportation of natural gas. Oil and natural gas reserves of Venezuela as well as exploration, production and upgrading operations are located solely in Venezuela whereas refining, production and transportation operations are located in Venezuela, the Caribbean, North America, South America, Europe and Asia. a. Activities The activities of PDVSA are structured into five geographical areas: East, West, South Central, Oil Belt and Offshore, to run its upstream operations which include exploration, production and upgrading of extra-heavy crude oil. CVP, a subsidiary of PDVSA took over control of the activities of all ”Empresas Mixtas” and offshore natural gas. Downstream operations include the following: 14 • Refining and marketing of products in Venezuela under the PDV brand. • Refining and marketing of crude oil and products in international markets. Products are traded under the CITGO trademark in the East and Midwest regions of the United States. • Businesses in the Caribbean, mainly through Refinería Isla and operation of storage terminals through Bonaire, BulemBay in Curacao and BORCO (currently being sold) in the Bahamas. Likewise, PDVSA through its subsidiary PDV Caribe owns a Liquefied Gas Oil filling plant in St. Vincent. • Refining business in the United States of America through eight refineries, five of which are owned by CITGO: Lake Charles, Corpus Christi, Lemont, Paulsboro, Savannah and a 50% interest in Chalmette, Hovensa and a vacuum oil and coke distilling plant named MereySweeny. • Refining businesses in Europe through its interest in eight refineries: Gelsenkirchen, Schwedt, Neustadt, Karlsruhe, Nynashamn, Gothenburg, Dundee and Eastham. • Maritime transport activities, through its subsidiary PDV Marina owner of 21 tankers. • The gas business is run by PDVSA Gas, S.A., a vertically integrated subsidiary in charge of gas extraction and proccesing for the production of liquefied natural gas, as well as transportation and marketing of gas in the domestic market and exports of liquefied natural gas. Furthermore, PDVSA Gas, S.A. processes gas produced by the divisions of Exploration and Production of the subsidiary PDVSA Petróleo (receiving all of the remaining gas after the consumption requiered by PDVSA for its operations) for transportation and marketing in the international market. • Deltaven, S.A. is the subsidiary in charge of wholesale marketing and distribution in Venezuela, of gasoline and other products under the PDV trademark. This company, together with the private sector, fosters the development of infrastructure and services for retail clients. • Another significant subsidiary is INTEVEP, S.A. through which PDVSA performs its Research and Development activities. b. Social Development From 2001 to 2007, with greater emphasis beginning in 2003, in accordance with the guidelines and strategies of National Government, PDVSA has participated and contributed in the integral and social development of the country, supporting work or services aimed at the development of infrastructure, roads, agricultural activities, health, education and any other productive investment in Venezuela. Social projects are performed by PDVSA through trust funds, missions and social programs; likewise, it makes contributions under the Law of “Fondo de Desarrollo Nacional (FONDEN)”. c. Energy Cooperation Agreements As an initiative fostered by the Venezuelan Government, Energy Cooperation Agreements are established to contribute to energy security, socioeconomic development and integration of countries of the Caribbean, Central America and South America, through sovereign use of energy resources. Cost of energy transactions between member countries are minimized and 15 energy resource usage is enhanced as a cornerstone for the creation of societies that are fair, efficient and employ join efforts to fight against poverty and to reduce asymmetries through regional integration. d. New Businesses As part of the policies to regain National Petroleum Sovereignty and taking into account national complementary strategies and international solidarity and interdependence, PDVSA carries out projects and initiatives to promote industrial development in the country, using sovereign, humanistic and harmonious criteria with regards to the environment, respecting the customs of the different locations of our country and contributing to the design of a new social and economic structure encompassing all individuals. The association projects and initiatives include the creation of companies that offer goods and provide services, which will help leverage the strategic projects of the Siembra Petrolera Plan3, through manufacturing, assembly, production and supply of assets, equipment, spare parts and pieces as well as strategic and necessary supplies for the development of the oil industry. 3 See Chapter III, Strategic Plan 16 II. Organization 1. Organizational Structure Until December 31, 1997, PDVSA ran its operations in Venezuela through three main operating subsidiaries: Lagoven, S.A.; Maraven, S.A. and Corpoven, S.A. In 1997 a new operating structure was established based on business units. Subsequently, PDVSA has been involved in a transformation process of its operations for the purpose of improving its productivity, updating its administrative processes and increasing its return on capital. The transformation process involved the merger of Lagoven, S.A., Maraven S.A. and Corpoven S.A. effective on January 1, 1998, and renaming the combined company PDVSA Petróleo y Gas, S.A. In May 2001, PDVSA Petróleo y Gas, S.A. changed its corporate name to PDVSA Petróleo, S.A., thus giving rise to another change in the organizational structure of the oil industry since the activity related to non-associated natural gas would be handled by the subsidiary PDVSA Gas, S.A.; likewise, by the end of 2002, certain production assets of nonassociated gases were transferred to said subsidiary. In accordance with instructions by national government and the guidelines of MENPET and PDVSA, the process for signing agreements of the operating agreements and nationalization of the Orinoco Oil Belt, as well as Risk Exploration Agreements to be converted into ”Empresas Mixtas”, as well as creation of new businesses, which has been a historic step in reaffirming oil sovereignty. Furthermore, PDVSA has made adjustments within the organization for the purpose of improving internal control over its operations and management model in order to align the structure of its operations with the long-term strategies of the stockholder. These adjustments basically consist of adopting a new operational structure which increases the involvement of the board of directors in its activities and, at the same time, increases the operating flexibility of PDVSA. 2. Description of Main Subsidiaries a. PDVSA Petróleo, S.A. PDVSA Petróleo, S.A. was incorporated in 1978. Its purpose is to perform exploration, extraction, transportation, manufacturing, refining, storage, marketing or any other activity relating to oil and other hydrocarbons in Venezuela. b. Corporación Venezolana del Petróleo, S.A. (CVP) This subsidiary was incorporated in 1975. With the last amendment to its corporate purpose having been made in 2003, CVP guides and manages all aspects relating to the business that PDVSA may carry out with oil companies of national or foreign capital. This subsidiary is in charge of maximizing the value of hydrocarbons for the Venezuelan state, through effective and efficient management and control of the business with participation of third parties, thus ensuring an appropriate relation of the benefits with the collective well-being through sustainable development. 17 In addition, CVP controls the trust funds for housing, agriculture, sustainable development, and others, which were created to finance social projects in the country. As regards to the “Centro de Arte La Estancia”, defined as the cultural and social extension of PDVSA, was allocated to CVP. c. PDVSA Gas, S.A. Incorporated in 1998, this subsidiary is aimed at performing exploration, extraction, recovery, storage, processing and industrialization activities of natural and liquid gas, both industrial and domestic, as well as transportation, distribution and hiring of other companies for its placement and sale. d. PDV Marina, S.A. This subsidiary was incorporated in 1990, and its purpose is to carry out activities relating to transportation of hydrocarbons and their derivatives, to subsidiaries of PDVSA, through maritime, river or sea, inside or outside of national territory, by tankers owned or leased by it. e. Palmaven, S.A. This subsidiary was incorporated in 1975. In 2004, it amended its corporate purpose. The operations of the company are aimed at promoting and participating in the social development of the nation, in harmony with the oil industry and communities, contributing to the productivity of the different sectors, supporting regional development and rendering services to the community. Income earned by the company will be used to develop and to finance agricultural, fishing, forestry, farming, agro-industrial, environmental and service activities, as well as to advise to state industries for integral organization and education of the community. Such income will also be used to support education and health plans to strengthen the family, to develop community projects, to perform high-impact studies, as well as to develop supervision and control plans. f. Interven Venezuela, S.A. Incorporated in 1975, for the purposes of following up and evaluating the international business of PDVSA, invoicing to its subsidiaries professional fees for advisory and support, this subsidiary amended in 2005 its purpose to exploration, extraction, transportation, manufacturing, refining, storage, marketing or any other activity directly or indirectly related to oil and other hydrocarbons. g. Deltaven, S.A. Incorporated in 1975, it was reactivated and amended its bylaws on 1996. The company’s purpose is the purchase, sale, import, export, supply, transportation, storage, distribution, mixing, filling and retail provision of products derived from hydrocarbons and assets for use in industrial, commercial, household and transportation sectors, as well as the provision and receipt of services. h. PDVSA América, S.A. Created in 2006, its purpose is to carry out abroad exploration, extraction, recovery, transportation, initial storage and marketing of hydrocarbons on its own, through third parties or in association with third parties. Likewise, the company may perform in Venezuela or abroad, 18 refining, distribution or industrialization activities of hydrocarbons, aw well as the marketing of its products, on its own, through third parties or in association with third parties, as well as domestic and foreign trade of hydrocarbons or byproducts within the framework of negotiations, bilateral and multilateral agreements entered into by the Bolivarian Republic of Venezuela and any public and private international hiring. i. Bariven, S.A. Incorporated in 1975, its purpose is the purchase of inventory materials and equipment, planning inventory in accordance with the requirements and specifications of third parties, hiring services associated with procurement, storage and transportation of real and/or personal assets, sale of materials and technical services, among other. j. INTEVEP, S.A. This subsidiary was incorporated in 1979 and is aimed at basic oriented research, applied research and technological development of hydrocarbon areas, in addition to technical and information support services in those areas to PDVSA and its subsidiaries, as well as to public of private organizations. k. COMERCHAMP, S.A. Incorporated in 1987, its main purpose is to trade hydrocarbon and derivative products for the international market. l. PDVSA Agrícola, S.A. This subsidiary was incorporated in 2007; its purpose is to perform, in Venezuela and abroad, on its own, through third parties or in association with third parties, production activities of raw materials of agricultural nature for agrifood and agrienergy industrial processing in Venezuela, thus contributing to sustainable agricultural development in the country through addition of selected commodities. In addition, it must visualize, define, implement and run industrial projects for the agrifood and agrienergetic production in the country, as well as to ensure the harmonious development of the environment and active participation of rural communities in the master plan for local socio-productive development associated with the projects of PDVSA Agrícola and aimed at ensuring food supply, improving the quality of life and promoting the creation of Social Production Companies to support the new national industry. m. PDVSA Industrial, S.A. Incorporated in 2007, its purpose is to perform, on its own, through third parties or in association with third parties, production of services and technical support in the construction of equipment, goods and industrial materials required for the development of the oil industry. Likewise, this subsidiary may perform in Venezuela or abroad, on its own, through third parties or in association with third parties, the production of services that lead to build oil’s equipments, in addition to the provision of services for the development of the community environment in organization, preparation, training, goods and assets, social and socio-productive infrastructure. 19 n. PDVSA Servicios, S.A. This subsidiary was incorporated in 2007; it performs in Venezuela and abroad, on its own, through third parties or in association with third parties, the construction and maintenance services of oil wells. The company may provide services for development of the community environment with regards to its organization, training, preparation, goods and social and socioproductive infrastructure. o. Subsidiaries and Foreign Affiliates In view of its subsidiaries in the United States of America, PDVSA is one of the largest oil refiners of that country based on its refining capacity equivalent to 1,201 MBPD as of December 2007. In the United States of America, PDVSA performs its oil refining and marketing operations of refined products through its subsidiary PDV Holding, in which it indirectly owns 100% of CITGO Petroleum Corporation (CITGO) through PDV América. Likewise, it indirectly owns 50% of Chalmette Refining through PDV Chalmette, Inc. and 50% of Merey Sweeny through PDV Sweeny, L.P.; these companies are associated with ExxonMobil Corporation and ConocoPhillips, respectively. CITGO is domiciled in Houston, Texas, it’s a company which refines, markets and transports gasoline, diesel, aircraft fuel, petrochemicals, lubricants, asphalt and other refined oil products in the United States of America. PDVSA also indirectly owns 50% of Hovensa through PDVSA Virgin Island, Inc. (PDVSA VI), “Empresa Mixta” with Hess Corporation, which processes oil in the U.S. Virgin Islands. In Europe, PDVSA carries out its refining activities of oil and derivatives through its wholly owned subsidiary PDV Europa, which owns a 50% of interest equity participation Rühr Oel GMBH (ROG), a company domiciled in Germany and owned jointly with British Petroleum (BP). Through ROG, PDVSA refines oil, markets and transports gasoline, diesel, heating oil, petrochemicals, lubricants, asphalt and other refined-oil products. PDVSA also holds 50% of AB Nynäs Petroleum (Nynäs), a company with operations in Sweden and the United Kingdom and owned jointly with Neste Oil. Through Nynäs, PDV Europa refines oil, markets and transports asphalt, specialized products, lubricants and other refined-oil products. In addition and as part of its operations in the Caribbean, PDVSA operates a refinery under a lease agreement between PDVSA and Refinería di Korsou N.V. (RDK), a company owned by the government of Curacao, which is the owner of the refinery; and Refinería Cienfuegos, in which PDVSA holds an equity participation of 49% through an ”Empresa Mixta” of PDVSA and Cupet. The Bahamas Oil Refining Company International Limited (BORCO) is a storage terminal wholly owned by PDVSA, located in the Bahamas, which includes the following: one (1) marine terminal spanning 640 acres of land, four (4) docks with eight (8) offshore posts and seventy-three (73) storage tanks with a nominal capacity of 19.7 MMBls. Bonaire Petroleum Corporation N.V. (BOPEC) is a storage, mixing and filling terminal of crude oil and its derivatives, wholly owned by PDVSA, located in Bonaire, which includes twenty-three (23) storage tanks with a nominal capacity of 10.1 MMBls. 20 3. Corporate Government PDVSA is a national company subordinate to the state and deeply committed to the Venezuelan people. The Corporate Government of PDVSA is highly important because of its duty to handle the company transparently, efficiently and suitably, under ethical and professional principles, and in the best interest for the nation, based on a series of standards regulating the operation of its administration and management organs. a. Stockholder’s Meeting Its purpose is to exercise the supreme direction and administration of PDVSA; it represents all of the shares and its decisions, within the limits of its powers, are mandatory for the company, through resolutions issued in Annual or Special Stockholder’s Meetings, as the case may be. The main powers and duties of the Stockholder’s Meeting include approving or disapproving the annual report of the Board of Directors; approving or disapproving the consolidated budgets of investments and operations of PDVSA and affiliated companies or entities, and issue regulations for internal organization. b. Board of Directors The Board of Directors is the administrative body of PDVSA with the broadest powers of administration and disposal, without any other limitation than those set forth by Law and Decree number 1313, dated May 29, 2001, published in Official Gazette of the Bolivarian Republic of Venezuela, under 37,236, dated July 10, 2001. The Board of Directors is responsible for calling meetings with the stockholder, preparing and presenting the Operating and Financial Results at the end of each fiscal year, as well as preparing and monitoring operating, economic, financial and corporate strategies. The president of PDVSA has broad powers to act on behalf of PDVSA and represent it in negotiations with third parties, subject only to powers expressly reserves for the Board of Directors or resolutions of the Stockholder’s Meeting. The President of PDVSA determines and is responsible for implementing of strategies, goals and budgets for the different businesses of PDVSA, which must be approved by the Stockholder’s Meeting. The strategies, goals and budgets are reviewed and monitored by the Board of Directors through presentation of accounts. There are ten (10) members of the Board of Directors: one (1) president, two (2) vice presidents, four (4) internal directors and three (3) external directors. The Board of Directors is appointed by Decree of the President of Venezuela for an initial term of two years, which may be indefinitely extended until a new Board of Directors is appointed. 21 As of December 31, 2007, the Board of Directors was comprised of the following officers: Name Rafael Ramírez Carreño Asdrúbal Chávez Luis Vierma Eudomario Carruyo Jesús Villanueva Déster Rodríguez Eulogio del Pino Iván Orellana Bernard Mommer Carlos Martínez Mendoza Position President Vice President Vice President Internal Director Internal Director Internal Director Internal Director External Director External Director External Director Appointment Date 2004 2007 2005 2005 2005 2003 2005 2005 2005 2005 Information about members of the Board of Directors of PDVSA: Rafael Ramírez Carreño, Minister of Popular Power for Energy and Oil and President of PDVSA Rafael Ramírez Carreño is a mechanical engineer graduated from Universidad de Los Andes in 1989, with a master’s degree in Energy Studies from Universidad Central de Venezuela. He began his professional activities in the oil industry with INTEVEP, a subsidiary of Research and Development of PDVSA, where he was initially assigned to the extra-heavy crude oils area at the Orinoco Oil Belt. Subsequent duties and positions in other subsidiaries provided him with extensive experience in the development, coordination and management of engineering and construction projects. His work in the United States of America includes development of the Upgrading and Expansion Project of Refinería de Cardón, and the Natural Liquefied Gas Project in Nigeria and France. Ramírez was the founding president of Ente Nacional del Gas (Enagas), an organization in charge of restructuring the national gas plan and responsible for design, development and promotion of state policies in this sector. In February 2002, he was appointed External Director of PDVSA and, in July of that same year, he was appointed by the President of Venezuela Hugo Chávez Frías as Minister of Energy and Mining. On November 20, 2004, under presidential decree number 3.264, he was appointed President of PDVSA, a position he currently holds, simultaneously with the position of Minister of Popular Power for Energy and Oil. Asdrúbal Chávez, Vice President of PDVSA Asdrúbal Chávez is a Chemical Engineer who graduated from Universidad de Los Andes in 1979. In that same year, he began his career in the oil industry at Refinería El Palito of PDVSA, as engineer in Proyecto de Expansión de la Refinería El Palito (PAEX), the largest expansion project of that refinery. He held different positions in the areas of industrial services, distilling and specialties, conversion and treatment, movement of crude oil and products, programming and economy and process engineering. In 1989 he was assigned to Universal Oil Products (UOP) in the United States of America. In 1990 he was appointed head of the expansion project of crudeoil units and vacuum distilling at Refinería El Palito. From 1995 to 1999, he held different supervising and management positions. In 2000, PDVSA temporarily assigned him to the Ministry of Production and Trade to provide assistance in restructuring the Ministry and then in the Economic Constituent process of Venezuelan. In 2001, he was assigned to BITOR, a subsidiary of PDVSA, as Human Resources Manager and coordinated the team in charge of restructuring the expansion project of the company. In 2002, he was appointed assistant to the Board of Directors of BITOR and in January 2003 he undertook duties as General Manager of Refinería El Palito. In August 2003, he was appointed Executive Director of Human Resources at PDVSA and served as leader of the team that negotiated the Collective Employment 22 Agreement 2004-2006. In March 2004, he was appointed Executive Director of Trade and Supply. In January 2005, he was sworn in as Director of PDVSA, responsible of Trade and Supply of PDVSA and President of PDV Marina and BITOR, subsidiaries of PDVSA, and Director of CITGO Petroleum Corporation, a subsidiary of PDVSA based in Houston, U.S.A.. In May 2007, he was appointed Vice President of Refining, Trade and Supply of PDVSA and President of subsidiary PDV Caribe, S.A. Luis Vierma, Vice President of PDVSA Luis Vierma holds a Bachelor’s Degree in Chemistry from Universidad Central de Venezuela (1979). He earned a master’s degree in Geology (Geochemistry of Petroleum) in 1984 from the University of Indiana, in Bloomington. From 1975 to 1978 he was professor of chemistry at the Chemistry Department of Universidad Central de Venezuela. He joined the industry in 1978, as geochemist of exploration at the research and development center of PDVSA (INTEVEP); subsequently, he was appointed head of the Organic Geochemistry Laboratory, where he was project leader of hydrocarbon exploration and then Head of the Inorganic Chemistry Unit. In 1993, he was appointed Manager of Upgraded Recovery of Crude Oil with Microorganics, according to an agreement executed between the Ministry of Energy and Mining of Venezuela and the Department of Energy of the United States of America. In 1995 he was appointed head of the Organic Geochemistry Section and in 1997 he held the position of Head of the Geology Section. In 1998 he became leader of the Bosque-Bucare Project to implement the strategy of shared productivity efforts. In 1999 he was appointed Manager of Exploration Businesses and in 2000 he was appointed Director of the Office of Policies and Plans of the Vice Ministry of Hydrocarbons of the Ministry of Energy and Mining (currently named the Ministry of Popular Power for Energy and Oil). At the beginning of 2003, he was sworn in as Director General of Hydrocarbons and External Director of PDVSA in March of the same year. Subsequently, he was named President of CVP, Vice President of PDVSA GAS, and member of the Board of Directors of CITGO. In January 2005, he was appointed Vice President of Exploration and Production of PDVSA. Eudomario Carruyo, Director of PDVSA Eudomario Carruyo earned a Bachelor’s Degree in Public Accountancy from Universidad del Zulia in 1972. In 1992 he took part in a training program at the Chase Manhattan Bank in New York. He has completed specialization and postgraduate courses in the areas of Finance and Management at University of Columbia, New York, and University of Michigan, Ann Arbor. He has 40 years of experience in the national oil and petrochemical industry. He began his career in 1964, in Corporación Venezolana del Petróleo (CVP) and, after the nationalization of the Venezuelan oil industry in 1976 and the creation of PDVSA, he continued at Corpoven, a subsidiary of PDVSA, where he worked until 1997 in the position of: Corporate Treasury Manager, Corporate Comptrollership Manager, Corporate Budge and Economic Evaluation Manager, Corporate Cost Manager, Finance Manager of the West Division, Finance Manager of the area of San Tomé and Finance Manager of Refinería El Palito. In 1992 he was transferred to PALMAVEN, a subsidiary of PDVSA, where he worked for five and a half years (1992-1997) as Finance Manager and subsequently as Director of that subsidiary. From April 2000 to December 2002 he worked as Mercantile Statutory Auditor of PDVSA (first as auxiliary and then as main auditor). In January 2003, he was appointed Executive Director of Finance of PDVSA. In July 2003, he was appointed Director of PEQUIVEN, coordinating the end of the fiscal year 2002 of PDVSA and its subsidiaries, and preparation of operating and financial reports for internal use and for the Securities and Exchange Commission (SEC). In addition to his responsibilities in PEQUIVEN, he was director of the following subsidiaries of that company: Fertinitro, Monómeros Colombo-Venezolanos, Metor International, Produven, Super Octanos, Supermetanol, Tripoliven, Clorozulia, Coramer, Olefinas del Zulia, Polinter, Propilven, Pralca, Produsal, Servifertil, International Petrochemical Holding LTD (IPHL) and International Petrochemical Sales Limited (IPSL). In January 2005, he was appointed Director of PDVSA, also working as Director of CITGO Petroleum Corporation; Director of PDVSA Petróleo S.A.; 23 Director of DELTAVEN S.A.; Vice President of INTERVEN, S.A.; Vice President of PDV Marina, S.A.; President of PDVSA Finance; President of PDV Insurance; Director of PDV Holding and of Refinería Isla (Curacao), S.A. Jesús Villanueva, Director of PDVSA Jesús Villanueva holds a Bachelor’s Degree in Public Accountancy who graduated at Universidad de Oriente in 1976 with a Master’s Degree in Economics and Administration of Hydrocarbons of Universidad Central de Venezuela in 1988. In 1974, he began his professional activities in the firm Espiñeira, Sheldon y Asociados (PriceWaterhouseCoopers). He joined the oil industry in 1982 through Meneven, a subsidiary of PDVSA. In his professional experience, he has held several supervision and management positions in San Tomé, Anaco, Puerto La Cruz and Caracas, in the Audit and Finance Departments of Meneven and Corpoven. In 1999 he was appointed General Auditor of PDVSA and in February 2002 he became Main Director of PDVSA. Subsequently, he returned to his previous position of General Auditor. In January 2005, he was appointed Director of PDVSA. He has been certified internationally as Internal Auditor by the Institute of Internal Auditors (1999) and as Fraud Examiner (2004). Déster Rodríguez, Director of PDVSA Déster Rodríguez is a General of the Venezuelan Armed Forces with a Bachelor’s Degree in Science and Arts issued by Academia Militar de Venezuela. He completed Systems Engineering studies at Universidad Experimental de la Fuerza Armada. In 1997 he was appointed Head of Staff at Escuela de Ingeniería Militar del Ejército. In 1998 he was named Head of the Staff Registration and Control Division of the Army. In 1999 he was appointed Director General of the Ministry Office of Information Technology of the Ministry of Education, Culture and Sports, a position he held together with the Presidency of the Bolivarian Information Technology and Telematics Foundation which he undertook in 2001. In December 2002, he was appointed member of the Restructuring Committee of PDVSA. In March 2003, he was named Director of PDVSA and, simultaneously, Director of CITGO Petroleum Corporation, Vice President of Refinería Isla, member of the Board of Directors de PDV Holding and President of Centro Internacional de Educación y Desarrollo (CIED) and COMMERCHAMP. In January 2005, he was named president of PALMAVEN. Eulogio Del Pino, Director of PDVSA Eulogio Del Pino is a Geophysical Engineer who graduated from Universidad Central de Venezuela in 1979, with a Master’s Degree in Oil Exploration from Stanford University in 1985. In 1979 he began his career in the Venezuela oil industry with INTEVEP, a subsidiary of Research and Development of PDVSA, occupying different technical and supervising positions until 1990, when he was named Technical Manager for Latin America in the company Western Atlas. In 1991 he returned to PVSA, where he held different positions in Corpoven. In 1997 he was appointed Exploration and Delineation Manager of PDVSA, where he coordinated the Offshore Exploration Program in the Delta Platform in 2001. In 2003, he was appointed General Manager of Strategic Associations in Corporación Venezolana del Petróleo, a subsidiary of PDVSA. In 2005 he was named Director of PDVSA and President of CVP. Del Pino has been elected President and Vice President of the Association of Geophysical Engineers of Venezuela (1990-1994), Vice President of the American Society of Geophysicists (1996-1997) and was Founder and Coordinator of the Latin American Union of Geophysicists. He was a professor at pre-graduate and postgraduate levels at Universidad Central de Venezuela and Universidad Simón Bolívar in Caracas. Iván Orellana, Director of PDVSA Iván Orellana is a Chemical Engineer who graduated in 1975 from Universidad Simón Bolívar, Caracas, Venezuela, with a Master’s Degree in Business Administration, majoring in Strategic Planning at Henley Management College (United Kingdom) and Specialized Postgraduate 24 Studies in Management and Economics of Hydrocarbon Resources and Logistics of Oil and Natural Gas Supply and Trade of the College of Petroleum Studies en Oxford (United Kingdom). Likewise, he has specialized in International Private Law and Economic Regulatory Law at Universidad de Salamanca, Spain. He has worked at Petróleos de Venezuela, S.A. (PDVSA) for thirty years, where he has developed his career occupying managerial positions in the areas of Gas and Planning. In January 2005, he was sworn in by the President of the Bolivarian Republic of Venezuela, as External Director of PDVSA and in February 2006 he was named External Director of subsidiary PEQUIVEN, positions he currently holds. He was appointed, by order of the President of the Republic (Ad honorem) from 2003, Governor of Venezuela before the Organization of Petroleum Exporting Countries (OPEC) and Executive Assistant to the Minister of Popular Power for Energy and Oil, in the position of Director General. In 2005, he was also appointed Director General of the Office of International Relations of MENPET, and in 2006 he was named Director General of the Strategic Planning Office of the same Ministry, positions he holds at present. In June 2004, he was appointed Director General of Hydrocarbons of the Ministry of Popular Power for Energy and Oil, a position he held for 1 year. Likewise, and for the year 2004, he was President of the Board of Governors of the Organization of Petroleum Exporting Countries (OPEC). He is a main active member of the Executive Commission of the International Forum on Energy and has been National Technical Representative of Venezuela before the Organization of Petroleum Exporting Countries (OPEC) and before the Forum of Gas Exporting Countries. He has published numerous articles in the local press about the economic regulation of monopolies, gas and electricity. Bernard Mommer, Director of PDVSA Bernard Mommer earned a Master’s Degree in Mathematics and a PhD in Social Science at the University of Tübingen, Germany. He has been a professor and researcher for many years at different Venezuelan universities. Form 1991 to 1995 he was Lead Consultant in the Planning Coordination Office of Petróleos de Venezuela and of the Strategic Planning Coordination Office. From 1995 to 2001, he was a main associated researcher of the Oxford Institute for Energy Studies at St. Anthony’s College, Oxford. He was also an advisor of the Venezuelan Minister of Energy and Oil from 1999 to 2000, and consultant of the Secretary General of OPEC in Vienna in 2002. Prior to being appointed as Director in PDV UK located in London, he worked as Advisor to the President of PDVSA. His published work include “Die Ölfrage” [Oil Issues] (1983: Institut für Internationale Agelegenheiten der Universität Hamburg, Nomos Verlagsgesellschaft Baden-Baden); “Petroleum in the Venezuelan Economic Thought – An Essay (Coauthored with Asdrúbal Baptista and prologue by Arturo Uslar Pietri. Ediciones IESA, Caracas, 1987); y “The New Governance of Venezuelan Oil” (1998: Oxford Institute for Energy Studies), “Global Oil and the Nation State” (published by Oxford University Press, on behalf of the Oxford Institute for Energy Studies, in 2002). In 2004, the Ministry of Energy and Oil published his book “The Myth of Orimulsión®”. In 2005 he was appointed Director of PDVSA and Vice Minister of Hydrocarbons. Carlos Martínez Mendoza, Director of PDVSA Carlos Martínez Mendoza is a General of the Venezuelan Armed Forces with a Bachelor’s Degree in Military Science and Arts from the Military Academy of Venezuela in 1975, as a member of the Class “Simón Bolívar II”. He is part of the infantry division of the Venezuelan army. In addition, he completed studies in Command and General Staff at “Escuela Superior de Guerra del Ejército” in Argentina in 1990. He holds a Master’s in Security and National Defense. He completed postgraduate studies in Strategic Planning and Administration, as well as Resource Management for Defense at the Hemispheric Center for Defense (U.S.A.). He has held positions complementary to this military rank: Council of Defense Secretary and Director of the Office of the President of Venezuela. At present he is president of Corporación de Desarrollo de la Región Zuliana (Corpozulia) and Carbozulia. He is Vice President of the “Banco de Inversión de Venezuela Sofioccidente”. In 2005, he was appointed External Director of PDVSA. 25 c. Audit Committee The Audit Committee of PDVSA provides assistance to the Board of Directors in compliance with its responsibilities, regarding monitoring the quality and sufficiency of the Internal Control System of the domestic and foreign businesses of the Corporation. The Committee performs its basic function through understanding, evaluating and monitoring the information of the results of internal and external audits in relation to the quality and suitability of corporate financial information. To comply properly with responsibilities allocated by the Board of Directors of PDVSA, the Audit Committee has the power to order the research on any subject within the scope of its competence. The Audit Committee may use services of the Internal Corporate Audit Office, external auditors, independent consultants or other internal or external resources to advance the required studies or research. The members of the Audit Committee and the secretary are appointed by the Board of Directors of PDVSA. The Presidency of the Committee is exercised by the President of PDVSA, who is responsible for the direction, orientation and organization of issues addressed by the Committee. The Director of Fiscal Audit and the Main Statutory Auditor of PDVSA are permanently invited to the Meetings of the Audit Committee. Activities and Responsibilities: • • • • • Overseeing the quality and sufficiency of the internal control system in domestic and international business of PDVSA. Recommending to the Board of Directors the course of action over the areas requiring greater attention from the Audit Committee. Approving policies and standards for internal audit of the Corporation. Ensuring the preservation of independence and objectiveness of the duties of the Internal Corporate Audit. Reviewing with the Main External Auditor the opinion on the financial statements of the company, on the quality of the internal control system, the largest risk areas and the integrity of financial and management reports. d. Internal Control Petróleos de Venezuela, S.A. (PDVSA), in compliance with its corporate purpose, under the administration and powers of its Board of Directors, under its bylaws, performed its operations for the year 2007, establishing and maintaining proper controls, supervision of the activities of PDVSA and its subsidiaries based on the concepts and generally accepted principles, in accordance with applicable laws and standards, especially the Organic General Comptrollership Law of the Republic and other associated laws. In this connection, the Internal Control Project incorporated into the functional infrastructure of PDVSA is comprised by validating and evaluating entities and organizations, either internal or external, (MENPET, Statutory Auditor, External Auditors and General Comptrollership of the Bolivarian Republic of Venezuela). Internally, its is made up of a series of policies, standards and procedures, formally imparted and aimed at coordinated operation of this process, reinforced through greater participation of offices, managements, corporate organizations and their interrelations with entities that conform the Internal Control System of PDVSA, such as the auxiliary delegate committees of the Board of Directors of PDVSA, (Operations Energy and Oil, Refining, Gas, Orinoco Oil Belt and Mixed Companies, Planning, Projects and Audit Businesses, Finance, Human Resources, Social Development, Donations and Concessions and Bidding Commissions), lnternal Audit Commissions, Tax Audits, Prevention and Loss Control, Human 26 Resources, Finance, Occupational Environment and Health, Industrial Safety and general staff of PDVSA. The synergy between the validating entities favored improvement of the Corporate Internal Control Process and reasonable achievement of business objectives, mainly through protection of equity, efficiency and effectiveness of the operations, reliability of data/information with financial operations performed, which are reflected in preparation and publication of its financial statements. In addition, to enhance operating dynamics, based on its new social responsibility and the political framework of Full Petroleum Sovereignty, PDVSA currently makes progress in the Project for Improving the Internal Control System, which is aimed at maximizing transparency and efficiency of internal controls associated with financial and administrative processes of greatest impact on the consolidated financial statements of the corporation, taking the following aspects into account: • Strengthening the Internal Control System to reasonably ensure the accuracy of the information used in the preparation of financial statements, through documentation and evaluation of risks and controls of the key related processes. • Fostering implementation of procedures and solutions to bridge gaps in control and mitigate critical risks associated with information on business processes to improve the reliability of financial reports. • Assessing the operating effectiveness of internal controls in benefit of the Corporation. • Reinforcing its image of a corporation that generates reliable financial information. • Generating a solid process base in terms of internal control strengthening the segregation of duties. • Availability of a shared environment of diagrammed processes, maps and matrixes of risks including identified and validated controls with process owners. • Training its own staff in the methodology of analysis and evaluations of risk and controls. • Facilitating the training of new staff. 4. Human Resources As of December 31, 2007, the total amount paid by PDVSA in consideration for the services of its Board of Directors amounted to approximately 2.5 MMUS$. A summary of number of employees of PDVSA over the last six (6) years follow: 27 Chart: Number of Employees 2007 2006 2005 2004 2003 2002 Venezuela Offshore Total Employees 56,769 5,140 61,909 47,433 5,383 52,816 43,807 5,373 49,180 33,281 5,238 38,519 28,841 5,157 33,998 40,133 5,550 45,683 Contractors 15,383 15,290 10,498 25,930 38,998 22,967 In 2007, the staff grew mainly because the Plan to Sow Petroleum was implemented. In October 2007, the Collective Employment Agreement for the Oil Sector 2007 – 2009 was executed, which includes the staff of current ”Empresas Mixtas”, and former joint ventures. In this connection, it should be noted that the negotiation and execution of this Collective Agreement was performed with the Federación Unitaria de Trabajadores del Petróleo, del Gas, sus Similares y Derivados de Venezuela (FUTPV), which encompasses most of the unions and strives for social justice for employees under the Collective Agreement for the Oil Sector. This agreement, in addition to preserving the peace at the workplace, contains substantial improvements to the benefits and severance indemnities of workers, thus enabling consolidation of the unions into a Sole Federation of Oil-Sector Workers and improving conditions for retired employees. In efforts to democratize hiring of human resources, an automated solution named Democratization System of Employment Opportunities (DOSE) www.dose.gob.ve in which as of the end of 2007, approximately 45,000 professional and technical candidates have been registered. The process for the Special Plan for Nationalization of Drilling Rigs was launched, and 1,700 employees were hired. In addition, 1,678 employees over the age of 45 have been hired. Likewise, hiring of staff through third parties was discontinued, thus eliminating a legal figure that affected the direct hiring duties of PDVSA. In this connection, professional-fee hirings were suspended. Support was provided to ”Empresas Mixtas” of the Orinoco Oil Belt in massively uploading 4,980 workers onto the Contractor Information and Control System. For the purpose of reinforcing the knowledge and bridge any gaps in the core areas of the Corporation, academic agreements were executed with the following universities: Universidad Marítima del Caribe, Universidad Bolivariana de Venezuela, Universidad Nacional Experimental de las Fuerzas Armadas (UNEFA) and Universidad Simón Rodríguez, as well as Cooperation Agreements with the company Petroleum Corporation of Jamaica, and engaging the professional services of University of the West Indies of Jamaica and Barbados for development of English programs for PDVSA employees. In its production centers, PDVSA added 928 apprentices of Instituto Nacional de Cooperación Educativa (INCE), 4,439 interns and dissertators, and granted 73 professional skills scholarships (fourth and fifth level) abroad. It gave advisory and coordinated the design of the Organizational Structure and new processes at Corporación Eléctrica Nacional, together with CADAFE, ELECTRICIDAD DE CARACAS, ELEVAL, ENELVEN, ENELBAR, EDELCA, ENELCO, SENECA and PROCEDATOS, thus complying with the reorganization decree of the National Electricity Sector issued by the Presidency of the Republic under 5330, dated July 31, 2007. 28 Furthermore, it gave advisory and coordinated the design of new subsidiaries PDVSA América, PDVSA Gas Comunal, PDVSA Agrícola, PDVSA Servicios, PDVSA Industrial and PDVSA Ingeniería y Construcción, which will reinforce the relations between the state and Community Councils by building social production networks through promotion of Social Production Companies and mixed companies as ideal forms for productive development of Venezuela. Human Resources / Health Hospital Coromoto in Maracaibo, Zulia State was recovered, and 35 industrial clinics and 3 hospitals of PDVSA were opened at a national level for the use of communities, thus contributing to integration with communities. Agreements for strengthening the National Health Plan System for the purpose of expanding its scope and specialized areas of medical attention, decreasing cost of investments under the agreements with friendly governments and institutions: Hospital Militar, for care of patients in specialized areas; Venezuelan Armed Forces, to transfer critical-care patients by air ambulance; Hospital Universitario de Caracas and Fundación Otológica de Venezuela, for the Cochlear Implant program; Hospital Italiano in Argentina and Hospital de Niños de Caracas JMR, for care of children weighing less than 25 kg with liver-transplant indications; Fundación para Transplante de Medula Ósea Maracaibo, with different hospitals in Hospitals in Italy, Cuba and Venezuela, for the purchase and advisory in handling and using medicine and medical equipments. Health infrastructure and equipment programs were reinforced in the East and West regions to provide better care in the area of health and increase medical care at the health centers related to PDVSA and incorporating communities to the benefits provided by the industry. In coordination with MENPET, a total of 28,800 children took part in recreational programs, vacation plans and sports programs, thus lowering associated costs. A total of 15,505 persons, including children, employees and members of the community took part in recreational, sports and cultural activities at a national level, benefiting the physical, mental and spiritual development of the Venezuelan people. 29 III.Strategic Plan On August 18, 2005, the Plan to Sow Petroleum was introduced to the nation. This plan is aligned with the oil policies accorded by the state and establishes guidelines of oil policies until 2030, as indicated below: • • • • Leverage national socio-economic development for the purpose of building a new economic development that is more fair, balanced and sustainable to fight poverty and social exclusion. Boost the energy integration process of Latin America and the Caribbean. Serve as a geopolitical instrument to promote the creation of multi-polar system benefiting developing countries and, in turn, counterbalance the current uni-polar system. Defend the cohesion and articulation of oil policies of OPEC. In this context and under the guidelines of the Ministry of Popular Power for Energy and Petroleum, the general strategy of the company is based on seeking maximum valuation of nonrenewable natural resources by obtaining fair and reasonable prices in benefit of the sovereign people, with a fair, efficient and balanced distribution of oil wealth to aid in eradicating poverty and social exclusion. PDVSA, based on this strategy, has the following initiatives: • • • • • • Search and development of light and medium oil. Integral development of the Orinoco Oil Belt. Acceleration of natural gas extraction on land and offshore. Integration of the system for domestic and foreign refining. Creation of Social Districts, promotion of Social Production Companies and development of core endogenous development. Leverage social policies of the state and contribute to “Fondo de Desarrollo Económico y Social (FONDEN)”. In the geopolitical and international trade area, the international strategy of PDVSA encompasses the following: • • • • • Maintaining the presence in traditional energy markets. Diversifying markets through incursion in rising markets such as China and India, as well as obtaining a better share in the markets of Europe and Asia, under criteria of permanence in contrast to being a punctual or sporadic supplier. Reinforcing the bonds of energy, economic and technical cooperation with countries of the Middle East and East Europe, under principles of solidarity, justice and complementation. Acting as the executing body of the geopolitical strategy for energy integration of Latin American and the Caribbean. Contributing, through the Ministry of Popular Power for Energy and Petroleum, to emphasis on OPEC as the sovereign organization seeking stability in international oil markets and fair compensation of its resources. Through the Plan to Sow Petroleum, PDVSA projects its vision of the country’s integral development, aims to reinforce its capacities, strengthen technological sovereignty and boost our industrial sector. Furthermore, it supports de-concentration of the population and enhances the national and local economy in the areas where projects are being developed, for the purpose of building a more balanced and fair socio-economic order. It should be noted that since the announcement of the Plan to Sow Petroleum 2006 - 2012, in August of 2005, by the President of the Republic, changes in the national, regional and international environment have taken place. The demand of energy continues to rise, especially in developing countries of southeast Asia, WTI oil prices have broke the barrier of 100 dollars per barrel, with that trend expected to continue; in addition, new projects have been 30 implemented for regional energy integration and several social, operating and financial premises have changed. Likewise, over the past two years, a number of experiences and lessons have been learned which evidence the need to adjust the Plan to new situations. In this connection, and taking into account the long-term nature of energy projects, the Board of Directors of Petróleos de Venezuela, S.A. has decided to review and adjust the demand and crude-oil price projections, review the project portfolio of the Plan and prioritize the project portfolio taking into account the supply and demand of technical, financial and staff resources. Therefore, the new Plan to Sow Petroleum is being prepared and will be announced promptly in 2008. In addition, the Board of Directors of Petróleos de Venezuela, S.A. decided to create an Operating Plan for PDVSA and establish a Volumetric Committee to monitor and control the projects and activities required to ensure compliance with the goals set forth in the Plan. 1. Axes of the “Plan Siembra Petrolera” In preparing the Plan to Sow Petroleum seven (7) axes for oil and gas development were established. A description of the main projects is summarized below: a. Certification of the Orinoco Oil Belt (Magna Reserva Project) According to Official Letter number 1.036 dated June 2005, the Ministry of Popular Power for Energy and Petroleum assigned to CVP the Magna Reserva Project to quantify and certify the reserves of the Orinoco Oil Belt. The strategic guidelines are aimed at converting the Orinoco Oil Belt into an axis for economic, social, industrial, technological and sustainable development of the country through valuation and optimal development of its hydrocarbon resources, within the current legal standards and the national development plan. In order to quantify and certify reserves, the Orinoco Oil Belt was divided into four large areas: Boyacá, Junín, Ayacucho and Carabobo; and these, in turn, into twenty-eight (28) blocks (excluding the area of mixed companies, former joint ventures and Bitor-Sinovensa), from which sixteen (16) blocks will be quantified and certified in a joint effect between CVP and eighteen (18) state and private companies of fifteen (15) different countries which have entered into understanding agreements with PDVSA for that specific purpose. At least 235 MMMBls of heavy crude oil are expected to be certified. 31 It should be noted that the Original Oil on Site quantified in the Orinoco Oil Belt amounts to 1.360 MMMBls of crude oil, from which the country reported only 40 MMMBls as proved reserves which represents only 3%. The purpose of the Magna Reserva Project, carried out by CVP, is to quantify and certify at least 17% of the Original Oil on Site as proved reserves, based on an integral review of the whole area of the Orinoco Oil Belt and the application of leadingedge technology to improve the recovery factor. Since 2005, when the project began, to the end of 2007, MENPET has quantified and certified 20 MMMBls of heavy crude oil of the 235 MMMBls taken into account for the project; that is, until 2007 over 9% of the overall goal has been met, and it is expected to be completed by the end of 2009. b. Expansion of Orinoco Oil Belt Projects These projects involve the integral development of the northern region of the Orinoco coherently with the social infrastructure to contribute to the de-concentration of national territory. The Orinoco Oil Belt, once its reserves are quantified and certified, will become the fundamental axis for sustainable development from a social, industrial, economic and technological standpoint. To achieve this objective, the state will perform a master plan of sustainable development taking into account fostering projects not associated to the production of hydrocarbons. The plan envisions three modules for the production of 615 MBPD of upgraded crude oil with the involvement of third parties and will build two (2) cities near the heavy crude oil processing complex to encourage de-concentration of the population. The economy of the region is expected to become more dynamic, and new jobs will be generated, which will help to desconcentrate the population of the north coast zone of the country. Through this initiative, the Orinoco Oil Belt will become the fundamental axis for endogenous development. c. Production in Traditional Areas This effort encompasses a series of projects in the areas of Exploration and Production required to increase production up to 5.8 MMBPD by the year 2012, in accordance with oil-field conservation policies issued by the Ministry of Popular Power for Energy and Oil, development of plans for replacements of reserves and investments to increase recovery factors. These projects involve implementation of oil-field management techniques, enhancement of infrastructure and coherent development of the industrial sector and the environment. In addition, and in line with the strategy for development of crude oil at the belt, the incorporation of reserves of 1,495 MMBLs of condensed, light and medium crude oil is contemplated for the 2008-2012 term. d. Offshore Gas Development Its purpose is the integral industrial development of offshore gas deposits in the eastern region of the country (Delta Platform, with a planned production of 1,470 MMPCD and Mariscal Sucre with 1,200 MMPCD) and in the west (Rafael Urdaneta, with an expected production of 1.000 MMPCD). These projects seek to balance the Venezuelan energy matrix and boost regional energy integration, which includes supplying of gas to countries in Latin America, the Caribbean and the Atlantic Basin, as well as reaching the industrial potential of the region. For treatment and conditioning of such offshore gas, is in progress the construction of the Gran Mariscal de Ayacucho Industrial Complex (CIGMA) located in Sucre State, which contemplates a petrochemical plant, storage areas, docks and terminals, plants for liquefying gas, as well as an industrial park. 32 e. Refining Increase and Improvement This axis is aimed at increasing the processing capacity of crude oil in the country, through the creation of new refining centers: Cabruta, with a capacity of 400 MBPD; Refinería Zulia, with 200 MBPD; Batalla de Santa Inés, with 50 MBPD; and Caripito with 50 MBPD for asphalt production. Likewise, efforts are directed toward reinforcing and enhancing the processes of existing plants (Paraguaná Refining Center, Puerto La Cruz and El Palito) to increase residual processing and obtain more medium distillates. These new refining capacities are expected to leverage the endogenous development in the communities where they are located and to establish synergies with other countries, in the areas of energy and socio-economics. This expansion and optimization plan for refining will be integrated with agri-energy for the production of ethanol as an additive of gasoline, which has a significant impact of the occupation of the fields and contributes to territorial consolidation. At an international level, the operation to reactivate Refinería Cienfuegos in Cuba was launched, as well as the basic engineering phase of Refinería Pernambuco in Brazil and the basic engineering phase of Refinería Kingston in Jamaica. Furthermore, pre-visualization studies were performed for a possible refinery in Nicaragua. In addition, analysis is being done on the possibility of one (1) refinery in Ecuador, one (1) in Syria, one (1) in Vietnam and three (3) in China. f. Commercialization of Crude Oil and Products This is aimed at ensuring security and reliability of domestic energy and strengthening international oil policies, under a sovereign approach on oil resources, by defending and using oil as a geopolitical tool to promote multi-polarity, regional energy integration of Latin America and the Caribbean and diversification of markets without neglecting supply in traditional markets. By 2012, an availability of crude oil for export of 3,368 MBPD is expected and 1,847 MBPD for refining, adding up to a total supply of crude oil of 5,215 MBPD. With the production of ”Empresas Mixtas” from the existing joint ventures of the Orinoco Oil Belt of 622 MBPD, domestic supply of crude oil amounted to 5,837 MBPD. g. Development of Infrastructure This is aimed at creating conditions to expand the recovery, storage and transportation capacities of hydrocarbons throughout the national territory, facilitate regional integration through gas pipelines with the South, the Andes and the Caribbean, and replace obsolete infrastructure. In addition, this project envisions development of a household gasification network to secure energy resources for consumption by all of our population. The expansion of this infrastructure will allow for greater flexibility to handle the expansion in volume expected under the plan in terms of crude oil, products and natural gas. 2. Business Strategy In accordance with this strategic orientation, guided by the axes of development, the Plan to Sow Petroleum is based on the following business objectives: • Increase the production capacity to 5.8 MMBPD by the year 2012, from which 4 MMBPD correspond to direct management; 460 MBPD to ”Empresas Mixtas”; 622 MBPD to ”Empresas Mixtas” of former joint ventures of the Oil Belt; 121 MBPD to “Empresas 33 • • • Mixtas” of former shared-profit entities and 615 MBPD under the new ”Empresas Mixtas” of the Orinoco Oil Belt. Increase the installed refining capacity up to 4.1 MMBPD. Export a volume of crude oil and products of 4.7 MMBPD. Increase the production of natural gas to 11,500 MMPCD of gas. For the purpose of achieving those objectives, the strategies of each of the main businesses include the following: Exploration, production and upgrading • Incorporate reserves of light and medium crude oil. • Increase the total recovery factor • Continue development of projects of extra-heavy crude oil of the Orinoco Oil Belt. • Leverage the existing technology to maximize the return of the investment. Refining and marketing • Ensuring the upgrading of products and compliance with environmental provisions in Venezuela and abroad. • Expanding and diversifying our markets in Latin America, the Caribbean, Asia and Europe. • Improving the efficiency of our processes of refining and marketing activities. • Evaluating opportunities for development of petrochemical products in our refineries and provide PEQUIVEN, on a timely basis, of base materials and other raw materials for the petrochemical development of the country. Natural gas • Promoting actively the national and international participation of the private sector in exploration, extraction and processing of non-associated gas reserves in Venezuela or abroad. • Improve distribution processes for the purpose of increasing the coverage of the domestic and international markets. • Ensuring our share in natural liquid gas markets. The performance of the Corporate Plan of PDVSA includes the following initiatives: a. Capital Expenditures In carrying out these business strategies, PDVSA believes that its Business Plan will require for the term 2007-2012 of approximately 78,116 MMUS$ to reach a sustainable production of 5.8 MMBPD by 2012. PDVSA hopes to provide approximately 75% of the funds required for this plan and 25% of investments of third parties. The following chart shows a summary of actual capital expenditures January-December 2007 and the estimate of the rest of the 2008-2012 term. 34 Chart: Capital Expenditures in MMUS$ Capital Expenditures (in MMUS$) (1) Exploration Production "Empresas Mixtas" (former Operation Agreements) "Empresas Mixtas" (former joint ventures) New "Empresas Mixtas" of the Oil Belt "Empresas Mixtas" (Shared Profits) Gas Refining Trade and Supply Support and Management (Includes PDVSA Agrícola) Total 2007 199 4,610 462 219 198 263 1,122 3,933 (2) 11,006 2008 323 4,102 1,154 1,253 68 336 3,910 2,276 2,249 (3) 15,671 2009 505 2,387 527 309 1,576 174 2,197 3,733 73 11,481 2010 413 2,400 467 388 4,533 369 2,534 3,834 117 15,055 2011 284 2,485 361 320 3,542 380 2,201 3,290 126 12,989 2012 24 998 253 695 6,493 133 2,176 1,094 48 11,914 (1) Actual figures as of December 31, 2007. (2) Includes purchase of Electricity Companies and investments in Electricity Projects and PDV Marina, and other. (3) Includes investments in PDVSA América, PDV Naval, and other. PDVSA remains committed to maintaining high safety and health standards in all its operations. To integrate timely and effective business technology in its operating activities, PDVSA focuses on the development of a sustainable competitive advantage. It continually provides its staff with quality training. In addition, the Business Plan emphasizes on strengthening the national economy and contributing to social programs: education, health and employment opportunities. b. Exploration, Production and the Upgrading of Crude Oils The strategies of Exploration and Production are aimed at increasing efforts in the search of new light and medium crude oil reserves and the systematic replacement of these reserves in traditional areas to develop new production areas, always adjusting production activities in accordance with market demands and agreements between the OPEC members and other oilproducing countries. In this connection, there are plans to purchase 8,034 Km of 2D seismic lines; 17,736 Km2 of 3D seismic lines; and approximately 102 exploration wells will be drilled. PDVSA will drill approximately 6,590 production wells and will perform maintenance (Ra / Rc) in 8,117 wells, among other activities, in order to reach a production capacity of 5.8 MMBPD for the year 2012. PDVSA will also make efforts to maintain competitive production costs using leading-edge technology. c. Refining The refining strategy focuses on the expansion of the capacity and improvement of efficiency of downstream operations. In Venezuela, four new refineries will be built: Cabruta (400 MBPD), Batalla de Santa Inés (50 MBPD), Zulia (200 MBPD) and Caripito (50 MBPD); likewise, deep conversion capacity will be added to the refineries of Puerto La Cruz, Centro de Refinación Paraguaná (Amuay and Cardón) and El Palito, to increase efficiency in processing heavy crude oil. In refineries located in U.S.A., Europe and the Caribbean, investments will be made to comply with the quality standards set forth for those markets. In addition, investments will also be made in the refineries of Kingston-Jamaica, Cienfuegos-Cuba and a new refinery with Petrobrás in the north of Brazil. The purpose is to reach higher margins of refined oil products. All the applicable environmental quality standards will remain. 35 Total 1,748 16,982 3,224 3,184 16,212 1,590 13,281 15,349 364 6,182 78,116 d. Trade and Supply International Market. PDVSA plans to continue expanding its operations in foreign markets to increase its share in the crude oil and products market, as well as to improve brand recognition. It plans to diversify its client portfolio by taking part in new markets such as China, India and Japan. PDVSA will expand its operations in the Caribbean and South America through the initiative PDVSA América, which will include the initiatives of Petrosur, Petrocaribe and Petroandina, to encourage regional integration and fair distribution of energy amongst Latin American nations. PDVSA will focus on maintaining its market share in the U.S.A. through more efficient use of the distribution system of CITGO. To improve its logistics and maritime transportation capacity, PDVSA will build 42 tankers through strategic agreements with Argentina, Brazil, China and Spain. This effort will increase the number of ships from 21 to 58, owned and operated by subsidiary PDV. This fleet will increase the transportation volume to 2,100 MBPD by 2012. Domestic Market. PDVSA will continue to promote in Venezuela reliable supply of its products and use of unleaded gasoline, a process that began in the fourth quarter of 1999, to improve the competitive position of its service stations, lubrication centers and large stores. Also, it will continue to develop its commercial network through business relations and other associations aimed at increasing the supply of the product to airports with significant traffic. Likewise, a project is being advanced for the production of ethanol to improve the octane rating in the production of gasoline. With the use of ethanol, PDVSA will have products that are more innocuous to the environment and promote agricultural and social development in rural areas since ethanol is produced using agricultural raw materials: sugar cane, corn and cassava. e. Natural gas Development of the gas business is one of the main goals. Activities will mainly focus on complying with the growing domestic demand of gas to foster national development and a higher standard of living. PDVSA plans to focus on the creation of investment opportunities attractive to the private sector in the production of non-associated gas. The system of transmission and distribution, extraction of natural gas liquids, processing and fractioning and development of new operations for gas exports, including export of liquid natural gas, will be expanded. Most of the existing fields of associated natural gas, currently allocated to PDVSA by the Ministry of Popular Power for Energy and Petroleum will be operated. Efforts will continue in the area of exploration and development of non-associated gas reserves with the support of private investors. Activities related to the gas business will be promoted using the existing system for transmission and distribution of gas. PDVSA is committed to the development of a large gas-distribution network in different cities of the country to promote the use of natural gas by households, businesses and industries. It is expected that the development of the gas business will require approximately 13 MMMUS$ of capital from 2007 to 2012. Such capital disbursements are expected to be obtained not only through PDVSA but also from private-sector partners. f. Social Production Companies The Program for Social Production Companies launched by PDVSA, approved by the Board of Directors of the Corporation in October 2005, has shown results in 2007 because the application of its elements required the creation of organizations, a new information campaign and the implementation of such program in businesses and contractors. The elements of this program include contributions by PDVSA contractors to a Social Fund. This contribution is discounted from the billing, according to percentages established based on the total amount billed. The fund is aimed at attending to the needs of communities. A second quantitative aspect of the program is the social offer, which must be submitted in the hiring processes and which is also valued in accordance with the sum of the contract using a scale 36 ranging from 2% to a maximum of 5% of the total. Other elements of the program are represented by cooperation to Social Production Companies by Promoting Companies, which are companies that have ascribed to the program after being recorded in the system of the Registry of Social Production Companies of PDVSA. Another element is the incorporation of consortia and alliances with Social Production Companies to migrate knowledge and skills from core companies to the new production model. In this connection, a Financing Fund aimed at leveraging the Social Production Companies was created. Finally, this program includes the creation and support of Community Production Units. In addition, the Social Production Companies Production companies involves the creation of companies, in the line of the main production of the hydrocarbons sector in Venezuela, which represents a significant center of attention of efforts to be placed in creating a new social production model in Venezuela. Operations of new subsidiaries of PDVSA In the second half of 2007, four (4) new subsidiaries were created and three (3) additional subsidiaries are expected to be incorporated, for the purpose of turning PDVSA into an engine boosting industrial and agricultural development in sectors directly related to the oil industry and other complementary areas for the development of the nation. The subsidiaries of PDVSA will be helpful tools for the state to generate the necessary spaces to balance the domestic market. • PDVSA Servicios: will achieve important savings in the area of services of PDVSA, such as seismic, wells and drilling rigs. • PDVSA Agrícola: will use lands owned by PDVSA to harvest food. A program was launched to harvest soy and sugar cane. • PDVSA Industrial: will attempt to meet the needs of the people with household product lines. The purpose is to manufacture end products for mass consumption such as clothing, shoes, household appliances, tools, beds and furniture, as well as white and brown appliances; televisions and radios are some of the commodities to be produced. • PDVSA Gas Comunal: will be used basically for distribution of gas to communities from filling plants to homes. • PDVSA Ingeniería y Construcción: will develop platforms (in process). • PDVSA Naval: will build ships, boats and dams (in process). • PDVSA Desarrollos Urbanos: will contribute to the development of housing and habitat (in process). 3. Summary of Capital Expenditure Plan and Main Projects a. Ceuta – Tomoporo This integral project is aimed at maximizing the recovery of value of crude oil reserves at the field Ceuta – Tomoporo located in the west region of the country, which has estimated reserves of 1,000 MMBls of 23.6° API crude oil. The total estimated cost of the project is $3,870 million, with an average oil production from 90 MBPD to 277 MBPD. It is estimated that the development project of these reserves will be completed by 2021. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $379 million and $253 million, respectively. 37 b. Electric Energy Supply Costa Oriental del Lago - Occidente This project will satisfy the demand of energy derived from the Plan 2006 – 2012 in the West region, especially at Criogénico and Tomoporo, replace obsolete electricity plants and leverage the national electricity system in the west region. This project involves the construction of two (2) electricity plants of 500 MW each in Costa Oriental del Lago and interconnection work in 230 Kv and 115Kv to enable transmission of energy. The total cost of the project is $1,125 million, the same was launched in January 2007 and is expected to be completed by October 2010. c. Northern District Growth The purpose of this project is to increase the production of crude oil by 98 MBPD to reach a production of 910 MBPD with an estimated investment of $11,645 billion and a social investment of $521 million. The scope of the project envisions an extraction plan based mainly on secondary recovery projects of gas and water injection (PIAVOS - Proyecto Inyección Vapor Orocual Somero), drilling activities, new infrastructure, expansion and maintenance of existing facilities and addition of socio-productive projects in the most relevant areas of the Northern District of Monagas State. This project was launched in January 2006 and ends in December 2021. d. Morichal District Growth This project encompasses extraction and production in traditional areas of heavy and extraheavy crude oil in the Morichal District to increase production by 167 MBPD during the term of the Plan. The goal is the integral development of 285 MBPD of heavy and extra-heavy crude oil through an accelerated production contemplating seismic purchases (320 km2 in the term 2006 - 2007), increase the transportation capacity of crude oil, adaptation of facilities for handling diluents and centralizing the production of crude oil. The total estimated cost of the project is $8,295 million, and the project was launched in January 2006 and ends in December 2021. e. New Developments in the Orinoco Oil Belt Area These projects are in the visualization and conceptualization phase and are aimed at developing the facilities required for the development of new production fields of 200 MBPD each of extraheavy crude oil in the blocks located in the different areas of the Belt such as Carabobo, Ayacucho, Junín and Boyacá for transportation, upgrading and marketing. This activities will be performed by incorporating a mixed company between PDVSA and potential partners (still undefined), in the framework of a geopolitical and multi-polar vision for the extraction of extraheavy crude oil at the Belt. Development of these fields will be performed with the maximization of technological resources to enable better a better recovery factor. f. Trans-Caribbean Gas Pipeline Antonio Ricaurte Trans-Caribbean Gas Pipeline Antonio Ricaurte project began in 2006 for the purpose of gas exchange between Venezuela and Colombia and it is expected to span the route Puerto de Ballena in Colombia to Costa Oriental del Lago de Maracaibo in Venezuela. It will have an estimated cost of $473 million with an estimated length of 225 kilometers. For the first four years, it will transport gas from Colombia to Venezuela and then from Venezuela in Colombia. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $461 million and $114 million, respectively. 38 g. Gran Delta Caribe Oriental This project consists of the construction of the infrastructure required to incorporate in the domestic market gas from offshore developments in the East region of the country. This project comprises the following facilities: 563 km of marine pipelines; urban planning, roads and services in the CIGMA industrial complex; docks for construction and services; gas adaptation and processing plant; generation of electric energy (900 MW Güiria and 450 MW in Cumaná); transmission and electricity distribution networks, and a liquefaction plant of 4.7 million metric tons per year (MMT/A) with storage and dock. The estimated investment is $371 million, and the project is expected to be completed by 2012. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $170 million and $33 million, respectively. h. Complejo Criogénico de Occidente The purpose of the Complejo Criogénico de Occidente is to enhance the natural gas processing structure in the western region of the country. This project includes design and construction of the necessary infrastructure to process 950 MMPCD of Gas and produce 62 MBPD of Ethane for PEQUIVEN. It also involves construction of a new fractioning train in Ulé, Simón Bolívar Municipality, Zulia State, as well as installation of pipeline networks and facilities to interconnect CCO with existing installations. Its estimated investments amounts to $926 million and the project is expected to be completed in 2011. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $197 million and $108 million, respectively. i. Gas Anaco The Gas Anaco project is aimed at increasing the production of gas to meet domestic demand. This project includes the design and construction of facilities to increase daily production to 2,400 MMPCD of gas and 35 MBPD of light crude oil, with the completion of Phase I (San Joaquín, Santa Rosa and Zapato Mata R) and reach 2,800 MMPCD and 40 MBPD upon completion of Phase II (Sta. Ana/El Toco, La Ceibita, Soto/Mapiri and Aguasay). Total estimated investment is $2,433 million, and it is estimated that the project may end in 2010. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $1,032 billion and $612 million, respectively. j. Acondicionamiento de Gas y Líquidos Anaco (AGLA) The AGLA project consists of development of the infrastructure required for condition of 815 MMPCD of gas in Anaco. The total estimated cost of the project is $242 million and it is estimated for the project to end in 2010. k. Interconexión Centro Occidente (ICO) The ICO project is aimed at connecting the transmission systems of natural gas of the central and east regions of Venezuela (Anaco, Anzoátegui State - Barquisimeto, Lara State) with the transmission system of the west of the country (Ulé, Zulia State - Amuay, Falcón State), for the purpose of meeting the gas demand of the western region of the country, expanding the delivery of gas to other regions and cities of the nation and promoting the industrial and commercial development in areas surrounding the construction of this transmission system. This project includes the design, engineering, procurement and construction of a gas pipeline 300 Km long, with a diameter of 30" and 36"; three (03) Compression Plants (Morón, Los Morros and Altagracia) to interconnect the Anaco-Barquisimeto System with the Ule-Amuay System and secure the gas supply to Centro Refinador Paraguaná (CRP) and, in the long term, export gas toward Colombia, Central and South America. The estimated investment is $530 million, and it is expected that by mid 2008 construction of the gas pipeline will be completed near the recompression plant at Morón. By 2009, the two remaining recompression plants will be ready, 39 and the maximum capacity of 520 MMPCD of the gas pipeline would be reached. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $436 million and $242 million, respectively. l. Jose 250 The Jose 250 project is aimed at increasing the associated gas processing capacity in the fields of Anaco and the north of Monagas State to meet the demand of households and the supply of gas injected to the secondary recovery processes of the oil fields of the north of Monagas State. This project includes the construction and implementation of the IV Train for extraction at Planta de San Joaquín (1,000 MMPCD); V Train of fractioning in Jose (50 MBPD); expansion of Terminal Marino Jose; poly-pipeline San Joaquín – Jose (113 km.); Planta de Control de Punto de Rocío, at Pirital; expansion of the poly-pipeline and Ethanol project. The total estimated investment of this project is $664 million, and it is estimated for this project to be completed in 2009. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $77 million and $21 million, respectively. m. Mariscal Sucre The Mariscal Sucre Project of Liquefied Natural Gas is aimed at developing and extracting offshore non-associated gas reserves, as well as the construction of a Liquefied Natural Gas plant which contemplates a production of gas of 1,200 million natural cubic feet per day (MMPCD) and processing of 4.7 million metric tons per year (MMT/A) of Liquefied Natural Gas; 300 MMPCD of methane gas will be used to meet the demand of the domestic market and the rest will be exported. The investment required for the development of offshore fields, the plant of Liquefied Natural Gas and the associated infrastructure is estimated at $2.7 billion. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $136 million and $32 million for the year 2006. n. Nor-East Gas Sistem The purpose of the project “Sistema Nor-Oriental de Gas” is the construction of the infrastructure to incorporate into the domestic market gas from offshore developments from the east region of the country. The estimated investment is 1,066 billion, and the project is expected to be completed in 2010. o. National Gasification The project for National Gasification includes the installation of methane gas distribution networks to supply gas to 3,260,000 families at a national level. The estimated investment is $2.334 billion, and the project is expected to be completed in 2016. p. Plataforma Deltana The gas project of the Plataforma Deltana includes the involvement of ChevronTexaco, Statoil and Total in blocks 2, 3 and 4, respectively, to complete exploration. Once the exploration phase is completed and the commercial nature of the reserves found is determined, PDVSA will take part in the future development of the area, with a total estimated investment of 3,810 MMUS$, including the share of PDVSA. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $161 million and $157 million, respectively. 40 q. Autogas - Natural Gas for Vehicles (NGV) This project contemplates the implementing at a national level of 350 sales points of Natural Gas for Vehicles and reactivation of 148 points at existing service stations. To foster the incorporation of Social Production Companies for manufacturing and maintenance of highpressure cylinders for the purpose of converting 450,000 vehicles for use of Natural Gas for Vehicles in 18 states in the term 2006-2009, a total investment of 921 MM$ is required. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $23 million and $38 million, respectively. r. Rafael Urdaneta The total estimated capital expenditure for the project is 2,900 MMUS$. This project contemplates development of non associated gas reserves located in the Gulf of Venezuela, mainly in the fields of Róbalo, Merluza, Liza and Sierra, to produce 1,000 MMPCD to be used in the domestic market and the remainder in international business opportunities. The purpose of the project is the performance of exploration activities; development of the infrastructure for the production of offshore gas, necessary pipelines for transportation of gas and condensed gas from a gas liquefying plant and facilities required to serve modern natural liquefied gas ships. The area intended for exploration was divided into 29 blocks in which exploration licenses were granted to ChevronTexaco for block Cardón III, Repsol YPF and ENI for block Cardón IV, Gazprom for blocks Urumaco I and II, Petrobrás and Teikoku for blocks Moruy and Petropars for block Cardón II. s. Deep Conversion for Puerto La Cruz Refinery The purpose of the project is to maximize the heavy and extra-heavy crude oil processing capacity to meet the internal demand and export fuel. This project is comprised of design, procurement, construction, installation and implementation of service units to process 210 MBPD of crude oil. The total estimated investment amounts to $1.6 billion, and it is expected to be completed in 2011. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $129 million and $20 million, respectively. t. Deep Conversion for El Palito Refinery The purpose of this project is to adapt this refinery for processing 140 MBPD of heavy and extraheavy crude oil with a minimum production of residuals, ensuring the production of light products (gasoline/distillates) with export quality and improve the refining margin, in harmony with the natural and social environment of the facilities. This is aimed at increasing the processing of heavy and extra-heavy crude oil in the national refining park and will lead to the refining of crude oil of 28° API to 22° API. The total estimated investment is $2.0 billion, and the project is expected to be completed in 2011. As of December 31, 2007 and 2006, the balance of construction in progress is approximately 33 million and $9 million, respectively. u. Construction of New Refineries in Venezuela The Cabruta refinery is being designed to process 400 MBPD of oil of 8.50 API of the Orinoco Oil Belt. Nowadays, conceptual engineering is being performed to produce high-quality refined products: gasoline, distillates, aircraft fuel and export fuel. According to plans, this refinery will have a deep conversion plant based on HDH PLUS technology. The refinery will be located in Cabruta, at the south of Guarico State. The operations will be launched in 2013. The Batalla de Santa Inés refinery is being designed to process 50 MBPD of Guafita Blend of 28° API. This project aims at meeting the regional fuel demand. The configuration structure of this process 41 does not involve deep conversion. Operations are expected to be launched in 2010. The Caripito refinery is designed to process 50 MBPD of heavy oil from the east region of Venezuela. Operations are expected to begin in 2009. The total investment in Cabruta refinery amounts to 14,073 MMUS$, Caripito amounts to 566 MMUS$ and Santa Inés amounts to 630 MMUS$, and Refinería Zulia to 200 MBPD (in pre-visualization). 42 IV. Main Activities 1. Extraction and Production All extraction and production activities are performed in Venezuelan territory, mainly by PDVSA Petróleo, CVP and PDVSA Gas. a. Reserves All crude oil and natural gas reserves are located in Venezuelan territory and are owned by Venezuela. Crude oil and natural gas reserves are estimated by PDVSA and reviewed by MENPET, applying definitions set forth by the Society of Petroleum Engineers (SPE), Society of Petroleum Evaluation Engineers (SPEE), World Petroleum Council (WPC) and the American Association of Petroleum Geologists (AAPG). Geological and engineering data is used to estimate proved oil and natural gas reserves, including proved reserves developed and undeveloped. This data shows, with reasonable certainty, recoverable reserves in future years of unknown wells, under existing operating and economic conditions. It is expected to recover proved oil and natural gas reserves mainly from new wells and in undrilled areas, using available equipment and operating methods. Reserve estimates are not exact and are subject to review. These oil and natural gas reserves are reviewed annually to take into account, among other things, production levels, field reviews, addition of new reserves resulting from discoveries and economic feasibility analyses. Estimated proved reserves may be materially different from the quantities of oil and natural gas recovered in the end. Proved reserves do not include additional volumes that may result from extending current unexplored areas or applying secondary recovery processes that have not been tested and qualified as economically feasible. Developed oil and gas proved reserves are comprised of the quantities that may be recovered from existing wells, using current equipments and methods. Undeveloped proved reserves are volumes expected to be recovered through investment in drilling new wells in undeveloped areas or completing work in existing wells. Proved reserves have continued to increase through the years. In 2007, production was 1,144 MMBls, which has resulted in an accumulated oil production since 1914 to December 31, 2007, of approximately 61,544 MMBls. commercial production of oil in Venezuela is concentrated in the Maracaibo-Falcón basin (formerly referred to as Western - Zulia) which extends through Zulia and Falcón states; the Barinas-Apure basin (formerly referred to as Mid-Central Barinas and Apure), which extends through the states of Barinas and Apure; the East basin, which extends through the states of Guárico, Anzoátegui, Monagas and Sucre; and the Carúpano basin, incorporated in 2006, which extends through the states of Sucre and Nueva Esparta, and the territorial waters located in front of the eastern coasts of Venezuela. The accumulated production of oil from 1914 to December 31, 2007 for the Maracaibo-Falcón basin is 41,612 MMBls, in the Barinas-Apure basin it is 1,330 MMBls, in the East basin it is 18,602 MMBls and in the Carúpano basin there is no accumulated production. The chart below shows the proved reserves, developed proved reserves and the ratio of proved reserves with regards to annual production in each of the main basins as of December 31, 2007 and the production of 2007. 43 Venezuelan Reserves and Production Proved (1) Proved 2007 Developed Production (MMBls as of 12/31/2007) (MBPD) Ratio of Proved Reserves / Production (years) Oil (2) Maracaibo-Falcón 20,574 5,776 1,130 50 1,835 306 82 61 76,893 9,455 1,923 110 75 --- --- --- Total Oil 99,377 15,537 3,135 87 Extra Heavy 58,173 4,355 706 226 5,973 4,181 184 89 77 46 10 53 20,876 2,543 13,903 --- 505 --- 113 --- 29,469 18,130 669 117 128,846 33,667 3,834 93 Barinas-Apure Eastern Carúpano Natural gas in Bpe (3) Maracaibo-Falcón Barinas-Apure Eastern (4) Carúpano Total Natural Gas in Bpe Total Hydrocarbons in Bpe (1) Developed and undeveloped (2) Production recorded excluded 7 MBPD condensed from the plant and 8 MBPD of the production of Sinovensa for the 1st. four-month term. (3) Net production of natural gas (gross production less re-injected natural gas). The conversion factor is 5.8 MPc/Bls (4) Includes proved reserves of natural gas in the Orinoco Oil Belt, estimated at 3,532 MMBpe as of December 31, 2007. Oil and natural gas represented 77% and 23%, respectively, of the total estimated proved reserves of oil and natural gas over an equivalent base of oil at December 31, 2007. The chart below shows the location, production volume, discovery year, proved reserves and ratio of proved reserves with regards to annual production of each of the largest oil wells of PDVSA, as of December 31, 2007. 44 Proved reserves and production of main fields for the year ended December 31, 2007: Field Name Cerro Negro Cerro Negro Zuata Principal Tía Juana Lago Huyapari Bare BloqueVII Ceuta El Furrial Mulata Bachaquero Lago Boscán Urdaneta Oeste Santa Bárbara Lagunillas Lago Tía Juana Tierra Melones Lagunillas Tierra Location (State) 2007 Production (MBPD) Discovery Year Ratio of proved Proved reserves/ Reserves Production (years) (MMBls) Monagas Anzoátegui Anzoátegui Zulia Anzoátegui Anzoátegui Zulia Monagas Monagas 41 100 164 155 157 93 138 388 240 1979 1979 1985 1925 1979 1950 1956 1986 1941 18,813 14,096 14,227 3,690 3,633 2,064 1,771 1,760 1,744 1,254 386 238 65 63 61 35 12 20 Zulia Zulia Zulia Monagas Zulia Zulia Anzoátegui Zulia 107 105 93 142 77 33 35 56 1930 1946 1955 1941 1925 1925 1955 1925 1,679 1,452 1,420 1,359 1,300 1,206 1,071 1,055 43 38 42 26 45 101 84 52 Oil Reserves The levels of proved reserves of crude oil at the end of 2007 amounted to 99,377 MMBls; distribution of reserves per basin is the following: 20,574 MMBls Maracaibo-Falcón, 1,835 MMBls Barinas-Apure, 76,893 MMBls Eastern and 75 MMBls Carúpano. For the Orinoco Oil Belt reserves amounted to 59,562 MMBls of oil and 3,077 MMBls correspond to heavy crude oil and 56,485 MMBls to extra-heavy crude oil. In 2007, 13,198 MMBls in proved reserves were added, from which 501 MMBls represented discoveries, 20 MMBls extension and 12,677 MMBls reviews. In 2006, the rise in reserves was 8,504 MMBls, 623 MMBls in 2005, 4,601 MMBls in 2004 and 250 MMBls in 2003. In 2007, 2006, 2005 and 2004, the replacements rate of crude oil reserve, which indicates the barrels incorporated per each barrel produced, was 1,154%, 713%, 52% and 104%, respectively. These variations resulted in reviews of the expected rates of recovery of oil on site and the use of secondary recovery technology in oil reservoirs. In accordance with production levels of the year 2007, proved oil reserves, including reserves of heavy crude oil and extra-heavy crude oil have a remaining life of, approximately, 87 years; therefore, a proper development plan is required including production costs and refining. This lifespan does not include the addition of the Orinoco Magna Reserva Project. Natural Gas Reserves There are proved natural gas reserves amounting 170,920 MMMPCN (or 29,469 MMBpe) as of December 31, 2007, from which 20,483 MMMPCN are associated with the Orinoco Oil Belt and 18,899 MMMPCN to extra-heavy crude oil. The natural gas reserves of PDVSA include 45 associated gas, which is an incidental element generated from developing oil reserves. A high proportion of natural gas proved reserves are developed. In 2007, the sum of 1,060 MMMPCN was re-injected to maintain the pressure of reservoirs, which represents approximately 44% of the natural gas produced. Reserves per basin are distributed as follows: 5,973 MMBpe Maracaibo-Falcón, 77 MMBpe Barinas-Apure, 20,876 MMBpe Eastern and 2,543 MMBpe Carúpano. In the year 2007, 1,063 MMBpe were added, from which 305 MMBpe derive from discoveries, 6 MMBpe from extension and 752 MMBpe from reviews. The chart below shows proved oil and natural gas reserves, which include proved reserves and proved developed reserves. Proved reserves of Venezuela at December 31, 2007, stated in millions of barrels (MMBls), unless otherwise stated. 2007 2006 2005 2004 2003 Proved reserves Condensed Light Medium Heavy Extra-heavy (1) Total Oil Ration (Years) 1,826 9,981 11,939 17,458 58,173 99,377 1,870 9,735 12,345 17,391 45,983 87,324 1,833 9,747 12,456 17,533 38,443 80,012 1,867 9,830 12,487 17,708 38,690 80,582 1,919 10,078 12,340 17,617 35,186 77,140 87 73 67 69 74 Reserves/Production Natural gas (MMMPCN) (2) Natural gas (Bpe) (2) 170,920 166,249 152,264 29,469 28,664 26,252 151,479 150,040 26,117 25,869 Total hydrocarbons in Bpe 128,846 115,988 106,264 106,699 103,009 Proved reserves developed Condensed Light Medium Heavy Extra-heavy Total Oil Natural gas (MMMPC) Natural gas (Bpe) Total hydrocarbons in Bpe 381 2,404 3,747 5,024 3,981 15,537 407 2,760 4,812 5,333 6,308 19,620 321 2,359 5,026 5,406 3,826 16,938 105,154 110,108 106,726 18,130 18,985 18,401 387 2,772 5,471 4,569 4,076 17,275 416 2,760 5,419 4,683 3,010 16,288 106,035 105,030 18,282 18,109 33,667 38,605 35,339 35,557 34,397 16% 62% 22% 66% 21% 70% 21% 70% 21% 70% Percentage of total reserves developed vs. total proved reserves (3) Oil Natural gas (1) Proved reserves of extra-heavy oil located in the Orinoco Oil Belt have a low degree of development and amount, as of the December 2007, to 56,485 MMBls approximately. 46 (2) Includes 18,899 MMMPCN, 16,447 MMMPCN, 13,819 MMMPCN, 13,649 MMMPCN and 12,427 MMMPCN in each of 2007, 2006, 2005, 2004 and 2003, respectively, associated with extra-heavy crude oil. (3) Developed proved reserves divided by total proved reserves. New Hydrocarbon Discoveries In 2007, a new discovery was made in the Eastern Basin of Venezuela of hydrocarbons in well TRV 3 of 159.3 MMBls of oil and 686.6 MMMPCN of associated gas, as well as from the well TRV 4 of 92,5 MMBls and 464.7 MMMPCN of gas. With regards to the Maracaibo-Falcón basin, the most noticeable discoveries were made in wells CEI 3 and CEI 4, which add reserves amounting to 85.5 MMBls and 11.1 MMMPCN of gas the former and 51.4 MMBls and 15.1 MMMPCN the latter; in the Barinas-Apure basin there were new reserves from discovery in well BOR 31, which added 10.2 MMBls in oil and 2.7 MMMPCN in gas. Operations There is an active extraction and development program designed to increase our proved reserves of oil and production capacity. The efforts of PDVSA have been successful in increasing its proved reserves of oil and natural gas over recent years. Normally, extraction and development activities are conducted in the basins Maracaibo-Falcón, Barinas-Apure, Eastern, and now operating activities are being launched in the basin of Carúpano, which will have production beginning in 2008. Furthermore, extensive extraction and development activities are being carried out in the Orinoco Oil Belt of the Eastern Basin and other basins, independently or jointly with foreign partners, through ”Empresas Mixtas”. In 2007, extraction disbursements were used mainly for drilling 11 exploratory wells and purchasing 762 square kilometers of 3D seismic lines, with an investment of 199 MMUS$, distributed by budget categories into 37 MMUS$ in geophysics, 131 MMUS$ in exploratory drilling and 31 MMUS$ in other Investments. The following chart summarizes the drilling activities for the periods indicated below: Drilling activities of PDVSA for the year ended December 31, 2007, (number of wells) 2007 2006 2005 2004 2003 5 1 -3 2 11 4 1 5 2 7 19 5 -2 8 1 16 1 -1 2 1 5 3 1 -3 -7 8 10 6 1 5 566 543 379 313 206 Exploratory wells Completed Suspended Under evaluation In progress Dry or abandoned Total Of which are carry-overs Development wells drilled (1) (1) Includes wells in progress, even if activities had begun in previous years. These wells are divided as follows: 467 wells of PDVSA Petróleo, 58 wells of PDVSA Gas, 41 wells of ”Empresas Mixtas” and 459 wells of ”Empresas Mixtas” of the Oil Belt, for a total of 1,025 wells. In 2007 the sum of 2,233 MMUS$ was invested in 566 development wells. 47 Drilling Rig Nationalization Plan Considering that the Venezuelan oil business has been marked by technological dependence, after 30 years of nationalization of the Oil Industry and that, for strategic reasons and domestic security, Venezuela must have its own fleet of equipment and drilling rigs to decrease vulnerability arising from hiring third parties, in 2007 a nationalization plan of drilling rigs was launched as well as new PDVSA subsidiaries were created, namely, PDVSA Industrial and PDVSA Servicios, whose conceptualization, development, governing bodies and staff began its operations with the staff of PDVSA. The main objective of these subsidiaries is to achieve full technological sovereignty to service wells and manufacture goods, materials, components and equipment in the sectors of hydrocarbons, electricity and home, which are required not only to perform, operate and maintain projects from the Plan to Sow Petroleum, but also to boost domestic development. The foregoing is based, on the one hand, on the accelerated growth of the drilling activity, with a subsequent increase in demand of equipment and services (which implies a decrease in their availability and increased associated costs), and on the other, on the fact that 75% of the drilling rigs are outsourced mainly from transnational companies (65%). Of the drilling rigs owned by the company, 45% were inactive at the beginning of the year because of repair requirements and 12% were in inoperable conditions. These results led to a series of actions, including the following: • Nationalization of operations of 41 drilling rigs owned by PDVSA but managed by third parties, thus achieving social justice by adding new workers to the payroll of PDVSA new workers. Therefore, operational sovereignty is recovered, as well as with regards to supervision and maintenance of assets owned by PDVSA; this step increases operating reliability of equipment and reduces operating costs. • Creation of the ”Empresa Mixta” for assembly and manufacturing of drilling rigs in Venezuela with the company CNPC, developed by the new subsidiary PDVSA Industrial. • Creation and beginning of operations of ”Empresa Mixta”for the seismic purchases with the company Belorusneft, developed by the new subsidiary PDVSA Servicios. b. Production The potential for crude oil production at a nation level at the end of 2007 reached a total of 3,561 MBPD, which includes 2,583 MBPD corresponding to direct management (1,409 MBPD in the Eastern region, 101 MBPD at the South Central region and 1,073 MBPD Western Region), 352 MBPD ”Empresas Mixtas” (former operating agreements) and 626 MBPD companies from operating agreements in the Orinoco Oil Belt. 48 Recorded Production of Crude Oil at a Domestic Level for the Years Ended December 31, (in thousands of barrels per day): 2007 Own production of crude oil (1) Operating agreements "Empresas Mixtas" Risk exploration agreements PDVSA's interest in joint ventures of the Orinoco Oil Belt (2) ° PDVSA Sincor ° PDVSA Cerro Negro ° Corpoguanipa ° Petrozuata Extra-heavy crude oil (less than 8 API degrees API) Total own production of PDVSA Interest of third parties in joint ventures of the Orinoco Oil Belt ° PDVSA Sincor ° PDVSA Cerro Negro ° Corpoguanipa ° Petrozuata Domestic Production 2006 2005 2004 2003 2,292 316 - 2,315 116 241 1 2,109 497 5 2,066 518 1 1,864 465 - 62 61 81 63 267 29 65 48 47 59 219 15 73 51 50 60 234 61 66 50 32 62 210 38 60 42 20 52 174 59 2,904 2,907 2,906 2,833 2,562 101 34 75 36 246 107 67 109 60 343 118 71 118 61 368 108 70 75 62 315 98 59 46 52 255 3,150 3,250 3,274 3,148 2,817 (1) Includes plant-condensed crude oil of 7 MBPD in 2007 and 5 MBPD in 2006 and in 2005. Includes 8 MBPD of Sinovensa corresponding to the first four-month term. (2) Product of the migration process of theoperating agreements of the Orinoco Oil Belt to ”Empresas Mixtas” beginning in July 2007, the interest of PDVSA Cerro Negro went from 41.67% to 83.33%; theequity participation of Corpoguanipa went from 30% to 70% and since October 2007 the participation of Petrozuata went from 49.9% to 100%. In 2007, the total recorded production of oil in Venezuela amounted to 3,150 MBPD, which includes 2,904 MBPD of the own production of PDVSA and 246 MBPD of the interest of third parties in the operating agreements of the Orinoco Oil Belt. The average own production of oil attributable to PDVSA in 2007 was 2,904 MBPD, including 267 MBPD corresponding to the interest of PDVSA in the operating agreements of the Orinoco Oil Belt. In 2007, our average cost of oil production amounted to approximately 4.93 $/Bl. On average, at the end of December 2007, our production of natural gas was 6,958 MMPCD (or 1,199 over the base of thousands of barrels equivalent to oil, from which 2,903 MMPCD, were re-injected for the purpose of preserving the pressure of reservoirs. The net production of natural gas was 3,775 MMPCD. The chart below summarizes the daily production of oil and natural gas of PDVSA, according to type, basin, sales price and average production cost of the year specified. 49 The production of PDVSA, the sales price and the average production cost in the year ended December 31, 2007 (in thousands of barrels per day, unless otherwise stated): 2007 2006 2005 2004 2003 Oil Production Condensed Light Medium Heavy + Extra Heavy (1) Total Oil Natural gas liquids Total Oil and LGN 133 589 911 1,271 2,904 172 3,076 125 642 1,020 1,120 2,907 177 3,084 18 776 999 1,113 2,906 165 3,071 25 767 1,001 1,040 2,833 166 2,999 22 727 914 899 2,562 144 2,706 Natural gas (MMPCD) Gross Production 6,958 7,072 7,008 6,566 5,938 Less: re-injected Net natural gas (MMPCD) Net natural gas (MBPDPE) Total Hydrocarbons in Bpe 2,903 4,055 699 3,775 3,019 4,053 699 3,783 2,920 4,088 705 3,776 2,747 3,819 658 3,657 2,506 3,432 592 3,298 Production of Oil of PDVSA according to Basin Maracaibo-Falcón Barinas-Apure Eastern Total Oil 1,130 82 1,692 2,904 1,180 87 1,640 2,907 1,187 88 1,631 2,906 1,238 85 1,510 2,833 1,121 86 1,355 2,562 Production of Natural Gas according to Basin (MMPCD) Maracaibo-Falcón Barinas-Apure Eastern Total Gas 1,067 59 5,832 6,958 1,123 28 5,921 7,072 1,255 17 5,736 7,008 1,187 4 5,375 6,566 1,031 6 4,901 5,938 64.74 55.21 45.32 32.22 24.35 1.21 1.13 0.84 0.74 0.61 4.93 4.34 3.93 3.77 3.85 4.88 4.01 3.13 3.29 2.06 Average Export Price of Basket ($/Bl) Sales Price of natural gas ($ per MPC) Average Production cost ($/Bpe) (3) Includes former Joint Ventures – Empresas Mixtas Excludes former Joint Ventures – Empresas Mixtas (1) Includes aliquot of Petrozuata and 8° API crude oil. (2) Includes sales to subsidiaries and affiliates. (3) The production cost per barrel (for oil, natural gas and liquefied natural gas) is determined by dividing the sum of direct and indirect production costs (excluding depreciation and depletion), by total production volumes of oil, natural gas and liquefied natural gas. 50 Manufacturing of Orimulsión® Under the policies of Full Petroleum Sovereignty and to enhance the value of natural resources, the State decided in the year 2006 to eliminate manufacturing of Orimulsión® in Venezuela, to use extra-heavy crude oil for mixes and obtain greater value for natural resources. With this new direction, Bitor stopped producing Orimulsión® at its module located in Morichal (Monagas State) in the first quarter of 2006 and Sinovensa stopped manufacturing Orimulsión® at its module located in José (Anzoátegui State) on December 31, 2006. Bitor entered into negotiations with customer who it had long-term Orimulsión® supply agreements. In this connection, certain customers from the negotiations and clauses established in existing contracts are being supplied a substitute fuel, Fuel Oil, instead of Orimulsión®. As of December 31, 2007, this fuel is supplied only to Bitor América and Power Seraya. Negotiations and agreements were executed with other customer to terminate existing agreements. It is believed that subsidiary Bitor will be declared inactive in 2008. c. Third-Party Associations In accordance with instructions by national government and the guidelines of MENPET and PDVSA, the process of entering into agreements with the participants of Operating Agreements, those at the Orinoco Oil Belt and those of Risk Exploration, to convert them into “Empresas Mixtas”, and generate new business, which has been a historic step in reaffirming oil sovereignty. The purpose of all these “Empresas Mixtas” is to carry out primary exploration activities in search of hydrocarbon wells, extraction in natural state, recovery, transportation and initial storage. It should be noted that the 21 “Empresas Mixtas” replacing the Operating Agreements and the new “Empresas Mixtas” of the Orinoco Oil Belt produce over 800 MBPD of crude oil in association with third-parties. This evidences PDVSA's willingness not continue to work with national and international private investment, maintaining national sovereignty and majority control by state, as set forth by the Organic Hydrocarbons Law . Migration of Operating Agreements to “Empresas Mixtas” In 2005, the Ministry of Popular Power for Energy and Petroleum (MENPET) performed legal and technical analyses on the position of the existing 32 Operating Agreements and concluded that these had, among other elements, fee clauses based on the volume and price of hydrocarbons produced in those areas, which infringed upon the nature of a simple service agreement and was incoherent with the provisions of the Organic Hydrocarbons Law. Within the policies of the Full Petroleum Sovereignty, on April 12, 2005, MENPET issued instructions to the Board of Directors of PDVSA so that the omissions or errors of each and every Operating Agreements may be fixed, and the legal means to terminate them within a term not greater than one year were analyzed. In the last quarter of 2005, all of the companies involved in these Operating Agreements entered into transitory agreements for the purpose of reviewing the original agreements and incorporating the new “Empresas Mixtas”. On March 31, 2006, the National Assembly approved and published in Official Gazette number 38,410 the “Terms and Conditions for Incorporation and Operation of “Empresas Mixtas”; as well as the template for the “Agreement for Conversion into a “Empresa Mixta”” to be entered into with the interested private entities, pursuant to Official Gazette number 38,430. On that same date, the respective “Memoranda of Agreement” were executed with operators for migration of 51 Operating Agreements to “Empresas Mixtas”, except for two operators who voluntarily abstained from signing said memoranda. The aforementioned “Agreement for Conversion into “Empresas Mixta” accorded the automatic termination of the operator on Operating Agreements as of March 31, 2006, without having any right to compensation, except for payments corresponding to the first quarter of 2006 or rights to any claim relating to such termination. In addition, it was accorded that the assets operated as of said date by these Operating Agreements were to be immediately made available to the “Empresas Mixtas” for development of its activities, and their ownership would be transferred subsequently. Background of Operating Agreements In the last decade of the past century, a process named Open Oil-Related Activities was launched, and its purpose was aimed at allowing private multinational companies to perform oilrelated activities in detriment of national interest. In this connection, the first, second and third round of Operating Agreements were signed by PDVSA in the years 1992, 1993 and 1997, respectively. These Operating Agreements were aimed at reactivating and operating 32 oil fields for a maximum term of 20 years. Under the conditions regulating these Operating Agreements, PDVSA had to pay operating and capital fees, capital interest and production incentives to operators of these Operating Agreements, which made them the extremely onerous. As a result of its high costs, this business structure adversely affected PDVSA, since it was structured and performed openly in favor of Operators. In certain cases the amounts paid to Operators were much higher than the costs invested for production purposes, which generated significant earnings for private partners, who were mainly multinational companies. In certain agreements, the earnings obtained by operators were greater than the earnings of PDVSA for the sale of crude oil, a disproportionate situation in detriment of PDVSA and the Venezuelan state. Furthermore, the agreements contained clauses that could be construed differently, especially with regards to the recovery of the expense items of Operations, which were in several cases recognized without sufficient justification or reasonableness of costs. The following are some of the weaknesses in handling payments to Operating Agreements: • Operating Agreements, as conceived, were not a good business for the nation. In the contracts of the 1st and 2nd round, payment of royalties was not accorded, so operators were exonerated of this payment to the Treasury. Furthermore, companies avoided payment of income tax, alleging that capital not recovered represented an expense that may be deducted to determine said tax. • Most of the risk was undertaken by PDVSA. Because the contracts were signed under rates and price formulas that involved international crude oil indicators, which in many cases were higher than the sales price of PDVSA, any decrease in the index of domestic prices resulted in a disadvantage over the resulting prices of the formulas applied in the agreements. Furthermore, these agreements did not include any type of cutbacks in production and, in the case of the 1st and 2nd round, not even those accorded by OPEC; in this connection, these companies were not compelled to comply with the cutback guidelines and, therefore, they had to be paid for all production previously committed. Likewise, PDVSA had to pay royalties over the agreements of the 1st and 2nd round, so the operator ended up not paying any sums to the state in spite of the large earnings from extraction at the fields. Likewise, these contracts were not subject to Venezuelan laws relating to contracting, so they were not subject to the Bidding Law, which allowed them to engage the services of related 52 parties or operating partners, through which payments recognized for services, work and assets acquired returned once again to their capital stock. • The expenses and investment criteria used in the 1st and 2nd round were not compatible with the accounting systems of PDVSA. Even if in PDVSA there is a classification of costs for investments and another one for expenses, certain elements these contracts were deemed as capital, even though they were recorded as expenses by PDVSA. This allowed the operator to recover, through operating costs (Opfee) or through capital (Capfee), items referring to operating expenses. In summary, the Operating Agreements in the conditions they were originally executed resembled a Trojan Horse, that is, an excellent business for Operators and a bad business for PDVSA and the nation. Migration Process to “Empresas Mixtas” In accordance with instructions issued by MENPET, to comply with the provisions of the Organic Hydrocarbons Law, under which PDVSA must have a majority interest in oil businesses with third parties, “Empresas Mixtas” were established. Their main activities involve exploration, extraction and development of fields migrated from Operating Agreements, and said production will be sold to PDVSA and compensation will be made according to international indicators per type of crude oil. From the earnings obtained in those sales, “Empresas Mixtas” will issue their annual results so that the earnings are distributed amongst the partners and PDVSA obtains a majority share of an average 61.85%. Under the “Terms and Conditions for Incorporation of “Empresas Mixtas”, approved by the National Assembly, said companies operated in a transition period from April 1, 2006 to the date in which they were formally incorporated. Once incorporated, the contractual terms were applied retroactively since April 1, 2006. Nowadays, the following 21 “Empresas Mixtas” have been created, which have earned the respective official rights to perform primary activities, in accordance with the Organic Hydrocarbons Law 53 In this new option of the oil business, PDVSA participates with private national and international partners and holds a majority interest; therefore, the Board of Directors, Operating Managements and Administration in most of the companies are controlled by PDVSA. The number of members in the Boards of Directors is five, from which two (2) are directors of PDVSA, two (2) are directors representing partner B and the President is a member of PDVSA. This staff with management and administrative positions are subject to evaluation and approval by Corporación Venezolana del Petróleo, S.A. (CVP). Consequently, all aspects relating to preparation of budgets, approval of disbursements, investments, costs, etc. are controlled and approved by PDVSA. Marketing is planned and controlled by PDVSA in its entirety. The duration of “Empresas Mixtas” is established in accordance with the Transfer Decree. In this connection, these may perform primary activities for a term of 20 years beginning on the date of publication in Official Gazette of this decree. At the end of this term, if no extension is granted, all assets will become property of the Venezuelan state. 54 “Empresas Mixtas” Vs. Operating Agreements Vs Operating Agreements "Empresas Mixtas" ◄ Illegal, they were never approved by National Congress. ◄ These were discussed and approved by the National Assembly. ◄ Infringed upon article 1 of the Nationalization Law. ◄ Based on article 12 of theConstitution of The Bolivarian Republic of Venezuela and article 22 of the Organic Hydrocarbons Law, which establish ownership by the state of hydrocarbon wells and allow participation of thrid parties in " Empresas Mixtas" in which the state will hold an interest greater than 50%. ◄ Favored the multinational company model, maximizing the earnings of third parties in detriment of the state, the Treasury, PDVSA and the Venezuelan people. ◄ They are similar to public companies, maximizing earnings for the state, the Treasury and the Venezuelan people. ◄ Denied the sovereign right to regulate the extraction rate of natural, non-renewable resources: royalties. ◄Secure the sovereign right to compensation for extraction of non-renewable natural resources: fair royalties. ◄ Forced any contractual dispute to be resolved in the courts of New York, United States. Therefore, they infringed upon the national sovereignty. ◄ Authority of national courts is established. ◄ Recorded high operating Indexed cost added to oilbarrel prices. ◄ Decreased expenses, and increased royalties and taxes. ◄ They were not aligned with national development plans. ◄ Aligned with the Plan to Sow Petroleum ◄The Agreements of the 1st and 2nd round do not contemplate production cutbacks, not even those set forth by OPEC. ◄ Production is subject to corporate policies and guidelines of MENPET. ◄ Represented privatization of 500 thousand oil barrels per day. ◄ Rescue Full Petroleum Sovereignty. Decreased Actual Cost of PDVSA in 2006 and 2007 Had the Operating Agreements still been active, in view of the high crude-oil prices in 2006 and 2007, payments required would have reached 7.85 billion dollars. In this same period, the costs and expenses of “Empresas Mixtas”, including the interest of minority stockholders in their net earnings, amounted to 5.13 billion dollars. As a result of the decision of migrating Operating Agreements to “Empresas Mixtas”, PDVSA managed savings on expenses of 2.72 billion dollars. Increased Tax Collection Under the Full Petroleum Sovereignty policies, in addition to the migration of all third-party association structures to “Empresas Mixtas”, beginning in 2002, the Government of Venezuela performed specific actions to regulate the primary activities of the oil sector, to maximize the 55 value of our resources and to increase tax collection on these activities, in benefit of the state and the people of Venezuela. These actions include an increase in the rate of royalties for all primary crude-oil extraction activities, as well as the creation of the Extraction Tax, Export Registration Tax and Surface Tax, which led to a fiscal collection, from 2002 to 2007, of over 40.41billion dollars, as indicated below: EFFECT MMUS$ CONCEPT INCREASED ROYALTIES FROM 1% TO 16 2/3% PAID BY OIL BELT ASSOCIATIONS (Oct 2004) CREATION OF EXTRACTION TAX (June 2006) CREATION OF EXPORT REGISTRATION TAX (August 2006) SURFACE TAX (2003) 5,278 4,420 49 483 INCREASED ROYALTIES FROM 16 2/3% TO 30% PAID BY PDVSA (2002) 30,178 TOTAL EFFECT ON NATION 40,408 Involvement of “Empresas Mixtas” in Social Development Another aspect differentiating “Empresas Mixtas” from old Operating Agreements is the social investment policy toward communities located in the influential areas of oil fields. It should be noted that responsibility of “Empresas Mixtas” includes leveraging the Core Areas for Endogenous Development in the locations near the oil fields, as well as to support all of the social programs through which the national government intends to raise the living standards of the population with regards to education, health, roads and general services, and incorporate it to the national strategy for sustainable development fully aligned with PDVSA and its subsidiaries. At present, PDVSA and the “Empresas Mixtas” replacing the old Operating Agreements work together with the national government, communities, mayor’s offices and state governments in a clear strategy for social development. In the years 2003, 2004 and 2005, the former Operating Agreements made contributions for social development of 6, 11 and 12 million dollars, respectively, for a total of 29 million dollars over that three (3) year term. In 2007 alone, “Empresas Mixtas” performed a social development expense of 93 million dollars. Taking into account the contributions of 2006, of 13 million dollars, the total contributions for social development by “Empresas Mixtas” over the last two (2) years was 106 million dollars. Overall, with the migration of Operating Agreements to “Empresas Mixtas”, under the policies of Full Petroleum Sovereignty, PDVSA has regained control over those operations, lowered its expenses and the state has increased its tax collection and benefited communities through social-development programs. Production of “Empresas Mixtas” In 2007, the production of crude-oil of “Empresas Mixtas” was approximately 316 MBPD. In the “Empresas Mixtas” of the east region, a production of crude oil of 95 MBPD was obtained and the production of gas was 291.5 MMPCD. Also, in the “Empresas Mixtas” of the west region, the production of crude-oil was 221 MBPD and gas was 172.5 MMPCD. 56 Process for Migration of Operating Agreements of the Orinoco Oil Belt and RiskExploration Agreements and Shared-Profit Agreements to “Empresas Mixtas” Under the policies of “Full Petroleum Sovereignty” and for the purpose of putting an end to privatization of the Venezuelan oil industry, launched in the 1990’s, on February 26, 2007, the Government of the Bolivarian Republic of Venezuela issued Decree-Law 5,200, containing the e Law of Migration to “Empresas Mixtas” of the Operating Agreements of the Orinoco Oil Belt; as well as the Risk Exploration Agreements and Shared-Profits Agreements, under which associations Petrolera Zuata, S.A. Sincrudos de Oriente, S.A. Petrolera Cerro Negro, S.A. and Petrolera Hamaca, C.A. had to become “Empresas Mixtas” in which subsidiary CVP or any other specified subsidiary must hold an interest of at least 60% in accordance with the provisions of the Organic Hydrocarbons Law . Likewise, the existing Risk-Exploration and Shared-Profit Agreements in the Gulf of Paria West, Gulf of Paria East and the Lac Ceiba Block, as well as the company named Orifuels SINOVEN, S.A. (SINOVENSA), must be transformed into “Empresas Mxtas” under the same structure indicated above. As a result, transitory commissions were created for each entity under the two aforementioned modalities, which joined their board of directors to ensure the transfer of control of all their activities to the new state companies. Likewise, this Decree-Law granted its participants and partners of the agreements a term beginning on the date of its publication to agree on terms and conditions for their possible participation in the new “Empresas Mixtas”. Also, an additional term was granted to submit those terms and conditions to the National Assembly to obtain authorization in accordance with the provisions of the Organic Hydrocarbons Law. Once this term has elapsed, in cases in which no agreement was reached, PDVSA was appointed to undertake directly all the activities performed by the aforementioned associations for the purpose of preserving continuity by virtue of public and social interest. On June 26, 2007, the corresponding memoranda of understanding were signed in which the participants agreed to the terms of the migration. The nationalization of the Orinoco Oil Belt was performed through a migration process developed in accordance with a previously established time table that ended successfully, which included the execution of the Memoranda of Understanding with 11 of the 13 foreign companies operating in the Orinoco Oil Belt and the Risk-Exploration and Shared-Profit Agreements. Finally, of the partners involved, only two did not accept the migration agreements and are currently seeking arbitration. Subsequently, in Official Gazette number 38,801, the incorporation of seven “Empresas Mixtas” replacing former business in this segment was approved. 57 "Empresa Mixta" Petromonagas, S.A. Petrocedeño, S.A. Petropiar, S.A. PDVSA's Interest (%) 83.33 60.00 Area or Agreement Cerro Negro CVP Partners Veba Oil & Gas Cerro Negro GmbH Sincor Hamaca Statoil Sincor AS - Total Fina Chevron Orinoco Holdings B.V. Sinopec International Petroleum Exploration and Production Corporation - Ineparia Inc ENI Venezuela B.V. ENI Venezuela B.V. - Ineparia Inc CNPC Venezuela B.V. Petrolera Paria, S.A. 70.00 60.00 Golfo de Paria East Petrosucre, S.A. Petrolera Güiria, S.A. Petrozumano, S.A. 74.00 64.25 60.00 Golfo de Paria West Golfo de Paria Central Zumano Three of these companies, Petromonagas, Petrocedeño and Petropiar, correspond respectively to former Operating Agreements of the Orinoco Oil Belt named Petrolera Cerro Negro, S.A., Sincrudos de Oriente, S.A. and Petrolera Hamaca, C.A. In these new “Empresas Mixtas”, CVP holds a majority interest in representation of the state. In the case of Petrolera Zuata, S.A., PDVSA went from an interest of 49.9% to 100%, which resulted in total control of the business. With regards to the results of 2007 of the four (4) companies operating in the Orinoco Oil Belt, a production of extra-heavy crude oil average of 513 MBPD was reached, in which 456 MBPD was upgraded crude oil. Likewise, a gross income from sales amounting to 12,854 MMUS$ was obtained, in which 12,585 MMUS$ was upgraded crude oil and 269 MMUS$ was from sale of byproducts. The “Empresas Mixtas”, replacing the Risk-Exploration and Shared-Profit Agreements, are Petrolera Paria, Petrosucre and Petrolera Güiria, respectively, which supply the extinct agreements of called Golfo de Paria Este, Golfo de Paria Oeste and Golfo de Paria Central. In the case of La Ceiba, PDVSA holds an interest of 100%. This new association between PDVSA and its private partners is aimed at exploration, recovery, transportation and storage of hydrocarbons in accordance with article 9 of the related current Organic Law. Petrolera Güiria, together with already incorporated companies Petrolera Paria and Petrosucre, will determine through its gas and crude-oil exploration and production activities, the growth in depressed zones of the Golfo de Paria and the boost of sustainable, economic and social development of the east region of the country to improve the living standards of its population. The “Empresas Mixtas” include Petrozumano, a company 60% owned by CVP and the remaining 40% by China National Petroleum Corporation (CNPC). This decision stems from previous bilateral agreements executed by both governments in which CPPC was directly allocated directly the Zumano field in the east region of the country. PDVSA is in conversations with CNPC to agree on a new structure to incorporate a “Empresa Mixta”. d. Magna Reserva Project The Magna Reserva Project was assigned by MENPET to CVP to quantify and certify the reserves of the Orinoco Oil Belt. The strategic guidelines established are to turn the Belt into an engine for the economic, social, industrial, technological and sustainable development of the country, through valuation and optimal development of its hydrocarbon resources, within the legal framework and the plan for the development of the nation. The Orinoco Oil Belt has Original Oil on Site of 1,360 MMMBls. The estimated recoverable reserves based on the recovery factor are 20% in accordance with MENPET guidelines, which is approximately 272 MMMBls, of which 37 MMMBls have been certified. Reserves pending certification are approximately 235 MMMBls prior to the beginning of the Quantification Project 58 halfway through 2005. By 2006, the project achieved, before MENPET, certification of a total of 7.6 MMMBls in the Carabobo area and in 2007, incorporated reserves were approximately 12.4 MMMBls in the same area. The total reserves certified for the Carabobo area are 25.9 MMMBls including the approved reserves and those incorporated in 2006 and 2007. Aditionally, in order to quantify and certify the reserves, the Belt was divided into four large areas: Boyacá, Junín, Ayacucho and Carabobo, and these in turn into 28 blocks from which 16 blocks are quantified in a joint effort between CVP and the professionals from 18 companies executing the memoranda of understanding with the national government (see chart below). The remainder of the blocks will be quantified through efforts by CVP, INTEVEP and PDVSA Petróleo. In the Orinoco Oil Belt, there is a significant volume of Original Gas on Site, which denotes the possibility of self-supply in future extraction strategies in said area, since large projects of steam injection area planned requiring significant volumes of gas. Qualification Agreements of the Magna Reserva Project AREA Boyacá Junín Ayacucho Carabobo COUNTRY Cuba Malaysia Portugal Belarus Vietnam Russia China Spain China India Russia Russia Ecuador Chile Argentina Uruguay Iran Brazil 59 COMPANY Cupet Petronas Galp Energía Belorusneft Petrovietnam Lukoil Cnpc Repsol YPF Sinopec Ongc Gasprom Tnk-Bp Petroecuador Enap Ancap Enarsa Petropars Petrobras The following information on wells related to the year 2007: With regards to seismic, work began in 2007 with plans of 2,700 Km of 2D seismic, which was fully completed. The chart below shows the incorporation plan of the Magna Reserva Project 2008-2009. 250 235 231 205 200 132 147 150 87 100 65 68 Incorporation Date 60 Oct-09 Aug-09 Jun-09 Apr-09 Feb-09 Dec-08 Oct-08 Aug-08 Jun-08 0 95 50 39 44 Apr-08 50 154 108 Jan-08 Incorporated Reserves (MMMB MAGNA RESERVE PROJECT 2. Gas PDVSA Gas is a subsidiary involved in the whole production chain of the natural gas industry, ensuring maximum use of this resource to encourage industrial development and raise the living standards of the Venezuelan people. Rich natural gas is obtained from production in the operating areas of Anaco and San Tomé, as well as the acquisition of the Exploration and Production Division of PDVSA Petróleo, S.A. and “Empresas Mixtas”. Once the natural gas is processed in the plants, three products are obtained: methane gas, ethane and natural gas liquids. Methane is sold to household, commercial and industrial markets including the steel, petrochemical, aluminum, cement, electricity, oil and other sectors. Ethane is sold to El Tablazo Petrochemical Complex. Natural gas liquids are marketed in different sectors: petrochemical industrial, national, oil and exports. With regards to gas and crude-oil production activities, PDVSA Gas has 34 fields in the area of Anaco and 22 in San Tomé for a total of 56 fields, 710 wells, 49 compression plants and 17 drilling rigs in operation. Likewise, for extraction and processing of natural gas liquids, it has extraction plants in the East area : Extracción Jusepín, San Joaquín, Santa Bárbara, Refrigeración San Joaquín and ACCRO III, Santa Bárbara and ACCRO IV, San Joaquín and Fractioning Plant Jose. The following extraction plants are operating In the west area: Extracción: El Tablazo I / II, Tía Juana I / II, Lama Proceso, Lamar Líquido and GLP-5, whose facilities are operated from Exploration and Production and Fractioning Plants Bajo Grande and Ulé, with a processing capacity of 4,895 MMPCD and 282 MBPD of fractioning. There is also 381 km of poly-duct available. For transmission and distribution of methane gas, a network of gas pipelines is operated of 4,267 Km of pipelines with different diameters, with Anaco – Barquisimeto; Anaco – Jose / Anaco - Puerto La Cruz; Anaco – Puerto Ordaz; Ulé – Amuay; Costa – Oeste and Gasoducto Transoceánico being the main pipeline systems. These facilities serve a portfolio of 1,260 industrial customers at a national level and 220,219 household and commercial customers in the Metropolitan area of Caracas. Operating Results • Production of Gas and Crude Oil The average production of natural gas was 1,512.9 MMCFD, which represents a light decrease by 4% with regards to 2006, among other things resulting from the decrease in the requirements of methane gas in the domestic market and unscheduled breaks in the Gas Injection System in the North of Monagas States. The average production of crude-oil associated to gas amounted to 46.9 MBPD, recorded a growth by 43% with regards to 2006 as a result of the incorporation in the first state of 22 of the 58 gas fields in San Tomé allocated by MENPET to PDVSA Gas. The remaining fields in San Tomé are expected to be fully transferred by the end of 2008. With regards to drilling, recondition and completion activities (RA / RC) of wells, a total of 122 wells were serviced, from which 58 wells correspond to drilling activities and 64 to RA / RC. By the end of 2007, a potential in the production of gas is reached of 2,380.7 MMPCD, which 61 represents an estimated increase by 5% compared with 2006. The potential for crude-oil production reached 66.7 MBPD. • Production of Natural Gas Liquids Production of natural gas liquids reached a volume of 171.9 MBPD, a slight decrease compared with 2006. • Sale of Natural Gas Liquids The sales of natural gas liquids (NGL) were 176.9 MBPD, from which 109.8 MBPD (62%) were used in the local market and 67.1 (38%) in the export market. The petrochemical sector significantly contributed with 42.2 MBPD, which represents 24% of overall sales. This level of sales was similar to that of 2006. It should be noted that throughout the term, production and delivery have been consistent, without interruptions, of Liquefied Petroleum Gas (LPG) required by home and business sectors of the domestic market. This volume reached a sum of 36.4 MBPD, which represents 21% of sales and is 3% greater than the volume supplied in 2006. In addition, efforts were made to mitigate the deficit in supply of LPG to communities by private distributors. These actions include the following: • Delivery of LPG cylinders to distributors under loans for consumption to minimize supply shortages caused by poor conditions and lack of maintenance. • Financial support to companies distributing LPG based in changes to current collection policies. These new policies financing from May to December and collection scheduled beginning for invoices after January 2008. These efforts contribute to the cash flows of these companies so that they can meet their payroll and maintenance commitments. With regards to exports of natural gas liquids, a decrease of 6% was recorded because of increased delivery of LPG to the domestic market and less availability of products because of decreased production. These exports were distributed as follows: propane and butane were directed mainly to Central America, the Caribbean and South America, whereas natural gasoline was exported mainly to North America. The trend is to increase presence in the Caribbean as part of international policies of the state, instrumented through PETROCARIBE. • Sale of Methane Gas To satisfy the demand of methane gas of the domestic market, as well as the consumption of the oil sector, this year 2,209.2 MMPCD of methane gas was delivered to the sales system. This volume shows a variation of 80.8 MMPCD under the volumes transported in 2006 because of lower consumption in the steel, petrochemical and refining sectors. Gasification of Cities With regards to the Gasification of Cities Project, it should be noted that in the year 2007, a total of 57 communities received gas in the states of Monagas, Yaracuy, Aragua, Falcón, Miranda, Anzoátegui, Lara, Carabobo and Capital District, with Yaracuy being the state with the most communities favored at 15 communities. 335 kilometers of network pipelines and 265.54 kilometers of internal pipelines have been installed to benefit 10,210 families, of which 4,740 have direct gas and 5,740 have installations and pending delivery of the service. The number of direct and indirect jobs generated in the year was 2,163 and 6,489 respectively; additionally, in developing the social inclusion policies in the employment area, 24 cooperatives ascribed to the 62 social production company program of PDVSA, from which 23 were in charge of installing internal lines and 1 was in charge of installing networks. Other achievements 2007 was a strategic year for PDVSA Gas, with the assignment of Gran Mariscal de Ayacucho Industrial Complex and 58 fields in San Tomé, implementation of the Section ColombiaVenezuela of Trans-Caribbean Pipeline Gas Antonio Ricaurte, leverage of international business such as bilateral agreements with Belarus, Russia, Argentina, Portugal, Cuba and Egypt, as well as reinforcing the infrastructure by completing the engineering phase of 90% of the projects of the portfolio of the Siembra Petrolera Plan, the volumetric and budget goals established for this year were met and large constructions such as the Operating Center of San Joaquín were completed, as evidenced in the Socialist Plan for Gas Revolution launched by the President of the Republic, Hugo Chávez, on Aló Presidente number 294 in Anzoátegui State. Also, with the acquisition of companies TROPIGAS and VENGAS, the company PDVSA GAS COMUNAL was established as subsidiary of PDVSA, created for the purpose of supplying LPG safety and timely to communities, thus meeting the demand of the domestic market by approximately 80%. 3. Refining The downstream strategy of PDVSA is aimed at the expansion and improvement of its refining operations in Venezuela, the Caribbean, Central America and South America and maintenance of refineries in the United States and Europa, which enables increased manufacturing of refined products at a high commercial value. PDVSA has been investing in its domestic and foreign refining system to increase its capacity and complexity and to adapt its facilities so that it can improve the quality of its fuel around the world. An example of this is the increased deep conversion capacity in its refineries in Venezuela, which has resulted in improved returns on high-value products and, consequently, reinforced its export product portfolio. Evidence of these improvements are the increase in gasoline and distillates from 35% in 1976 to 65% in 2007, and the decrease of residual production from 60% to 13% in the same term. a. Refining Capacity PDVSA performs refining activities in Venezuela, the Caribbean, United States and Europe. Its refining capacity at a global level has risen from 2,362 MBPD in 1991 to 3,098 MBPD by December 31, 2007. The following chart shows a summary of the refining operations of PDVSA in 2007. 63 64 The chart below shows the refining capacity and the share interest of PDVSA as of December 31, 2007. Location Venezuela: CRP, Falcón Puerto La Cruz, Anzoátegui El Palito, Carabobo Bajo Grande, Zulia San Roque, Anzoátegui Owner PDVSA's Interest % PDVSA PDVSA PDVSA PDVSA PDVSA 100 100 100 100 100 Total Venezuela Netherlands Antilles (Curaçao): Isla (1) United States: Lake Charles, Louisiana Corpus Christi, Texas Paulsboro, New Jersey Savannah, Georgia Lemont, Illinois Chalmette, Louisiana Saint Croix, U.S. Virgin Islands 940 203 140 15 5 940 203 140 15 5 1,303 1,303 PDVSA 100 335 335 CITGO CITGO CITGO CITGO CITGO Chalmette (2) Hovensa (3) 100 100 100 100 100 425 157 84 28 167 425 157 84 28 167 50 50 184 495 92 248 1,540 1,201 230 240 260 312 29 11 9 18 115 45 33 37 15 5 4 5 1,109 4,287 259 3,098 Total United States Europe: Gelsenkirchen, Germany Schwedt, Germany Neustadt, Germany Karlsruhe, Germany Nynäshamn, Sweden Gothenburg, Sweden Dundee, Scotland Eastham, England Refinining Capacity Total Rated PDVSA's Crude Oil Net Interest mbpd mbpd Ruhr (4) Ruhr (4) Ruhr (4) Ruhr (4) Nynäs (5) Nynäs (5) Nynäs (5) Nynäs (5) 50 19 13 12 50 50 50 25 Total Europe Worldwide Total (1) Leased in 1994. Leasing Agreement expires in 2019. (2) A “Empresa Mixta” with ExxonMobil. (3) A “Empresa Mixta” with Hess. (4) A “Empresa Mixta” with Deutsche BP. (5) A “Empresa Mixta” with Neste Oil. 65 A summary of the Refining Business of 2007 is shown below. b. Domestic Refining The volume of processed crude oil in the System of Domestic Refining including Refinería Isla (209 MBPD) was 1,213 MBPD. In addition, 119 MBPD was used for processing and mixing. With that level of crude oil and supplies processed, a total 1,332 MBPD of products was obtained, from which 400 MBPD correspond to gasoline and naphtha, 97 MBPD to jet, 317 MBPD to distillates, 283 MBPD to residuals, 50 MBPD to desalted crude oil and 185 MBPD to other products, including lubricants, asphalt, internal consumption and specialty products. These volumes have allowed to supply the domestic market and to export 673 MBPD. The gross refining margin in 2007 was 4.81 US$/barrel of crude plus processed supplies and the cost of processing of the refining system, excluding depreciation and internal consumption, for the same term was 2.51 US$/ barrel of crude plus processed supplies. The net resulting margin was 2.30 US$/ barrel of crude plus processed supplies. c. Foreign Refining PDVSA, through its international business (excluding Refinería Isla), managed to process a total volume of crude oil of 1,308 MBPD (569 MBPD supplied by PDVSA) and 161 MBPD of supplies for processes and mixes. The volume of products was 1,469 MBPD, from which 524 MBPD correspond to gasoline and naphtha, 477 MBPD to distillates, 67 MBPD to residuals and 401 MBPD to other products, including lubricants, asphalt, petrochemicals, internal consumption and specialty products. North America Through CITGO, a wholly owned subsidiary of PDV América (the latter a subsidiary of PDV Holding), PDVSA produces light fuels and p0etrochemical bases, mainly through refineries Lake Charles in Louisiana; Corpus Christi in Texas and Lemont in Illinois. Refining operations for production of asphalt are performed in the refineries Paulsboro, in New Jersey and Savannah, in Georgia. The largest supplier of CITGO is PDVSA. CITGO has entered into long-term crude oil supply agreements with PDVSA related to its crude-oil requirements of its refineries Lake Charles, Corpus Christi, Paulsboro and Savannah. These agreements establish that PDVSA must supply CITGO with certain minimum volumes of crude oil and other raw materials, generally for a term ranging from 20 to 25 years. The Lake Charles refinery is capable of processing large volumes of heavy crude oil and transforms it into a variety of refined products, including significant quantities of unleaded gasoline with high octane rating and reformulated gasoline. In 2004, the refining capacity was 320 MBPD. In February 2005, a project was completed to increase the distilling capacity of crude oil by 105 MBPD, turning this refinery into the fourth largest in the U.S.A., with a total refining capacity of 425 MBPD. The most important petrochemicals of the Lake Charles refinery are propylene, benzene and a mix of xilenes. Its industrial products include sulfur, residual fuels and petroleum coke. This refinery holds one of the highest capacity levels of production of high value-added products even though one or more units are not in operation. This refinery has a Solomon Process Complexity Index of 18.2 (compared with an average of 14.0 for refineries in U.S.A. according to the most recent survey by Solomon Associates, Inc.). The Solomon Process Complexity Index is an industrial measure quantifying the refining capacity to manufacture high-value products. CITGO’s Corpus Christi refinery in Texas has a capacity of 157 MBPD and a processing technology enabling it to produce gasoline at grades higher than most of its competitors in the 66 U.S.A. and lower the levels of sulfur in refined oil products. This refinery has a Solomon Process Complexity Index of 16.5. The main petrochemical products of the Corpus Christi refinery include cumeno, cyclohexane and aromatics (including benzene, toluene and xilene). Lemont transforms heavy crude oil into a wide variety of refined products. It has a refining capacity of 167 MBPD and a Solomon Process Complexity Index of 11.7. It also has highflexibility facilities for deep conversion which mainly produces gasoline, diesel, AV fuel and petrochemicals. The refineries of Paulsboro, in New Jersey and Savannah, in Georgia, specialize in the production of asphalt, and have facilities to process light crude oil with low sulfur content if conditions are favorable. On 16 August 2006, CITGO sold 41.25% of its interest in LYONDELL-CITGO, effective as of 31 July 2006. Nowadays, PDVSA and Lyondell have executed a new crude-oil supply agreement with an initial term from August 2006 to July 2017. In 2007, investments made by CITGO were largely aimed at complying with new environmental regulations. In this connection, the design phase of programs for Ultra Low Sulfur Diesel at the refineries of Corpus Christi and Lemont was launched, while at Lake Charles refinery the NOx Reduction Systems are under construction. Through Chalmette Refinery, a “Empresa Mixta” with equal share of PDVSA and ExxonMobil, PDVSA has a refining capacity of 92 MBPD in a refinery located in Chalmette, Louisiana. This refinery processes upgraded extra-heavy crude oil produced by the “Empresa Mixta” Cerro Negro. PDVSA (through PDV Chalmette) has the option of purchasing up to 50% of the refined products produced in Chalmette Refinery. In 2007, the investments were made for the purpose of complying with current environmental regulations. This includes the program for Low Sulfur Content to produce Ultra Low Sulfur Diesel (scheduled to begin in April 2008) Low Sulfur Content Gasoline (currently operating). The refinery was affected in 2005 by Hurricane Katrina and its recovery has been exceptional (only 2 months and a half were lost). In 2007 several goals were reached regarding the environmental area, which resulted in better performance of the gas-handling project, permits for water disposal and secure closing of former water treatment lagoons. PDV Holding and ConocoPhillips own a crude oil vacuum distilling unit of 110 MBPD and a delayed coking unit of 58 MBPD, integrated into an existing refinery owned by ConocoPhillips in Sweeny, Texas. In these facilities, each partner owns a 50% share. ConocoPhillips has entered into long-term crude-oil supply agreements with PDVSA to supply Sweeny refinery with acidic heavy crude oil. The income of the “Empresa Mixta” Sweeny is comprised of fees paid by ConocoPhillips to the “Empresa Mixta” under a processing agreement plus any income from coke sales to third parties. A significant aspect of this business in 2007 is the income from coke sales, which has been greater than planned for the year because of high sales prices in the North America market. PDVSA owns 50% of Refinería Hovensa L.L.C in U.S. Virgin Islands, which was formerly owned by Hess Oil Virgin Islands Corporation, with a current refining capacity of approximately 495 MBPD. The “Empresa Mixta” has entered into long-term supply agreements with PDVSA of up to 60% of its crude oil requirements. In 2002, Hovensa completed construction of a delayed coking unit and related facilities, which had been built for the purpose of creating a “Empresa Mixta”. Hovensa has also invested in a Low Sulfur Content Program to comply with existing environmental regulations. This program includes an Ultra Low Sulfur Content Diesel (currently operating) and Low Sulfur Content Gasoline, which is expected to launch operations in January 2008. Other major projects in 2008 include the Expansion of Engine GT-13 by the end of March and Water Treatment II by the mid June. Europe 67 Through Rühr Oel GmbH (ROG), a “Empresa Mixta” 50% owned by PDVSA and 50% by de Deutsche BP, the company holds a share an equity partipation on non-consolidated investees in four refineries in Germany Gelsenkirchen, Neustadt, Karlsruhe and Schwedt), with crude-oil refining capacities as of December 31, 2007 of 230 MBPD, 260 MBPD, 312 MBPD and 240 MBPD, respectively. ROG also owns two petrochemical complexes (Gelsenkirchen and Münchmünster.) The Gelsenkirchen complex includes large-scale modern unites integrated with local refineries in the same complex and produces mainly, olefins, aromatics and methanol. The Münchmünster complex integrated with the nearby refinery Bayernoil (Neustadt) produces mainly olefins. The petrochemical complexes of ROG have an average production capacity of approximately 3.8 million metric tons of olefins, aromatics, methanol, ammonia and several other petrochemical products per year. In 2007, great advances were reported in the ISAR adaptation project of refinery Bayernoil (Neustadt), which is expected to be operating by the end of June 2008. Likewise, to comply with environmental regulations set forth by the European Union, the refineries of ROG are making considerable investments in this area, including in 2007 completion of the adaptation project of the Reformed Separation Unit of refinery Gelsenkirchen, rebuilding of the On Site Sulfur Recovery System of Horst and increased sulfur recovery capacity and rebuilding of on-site gas treatment units of Sholven. Through AB Nynäs Petroleum, a “Empresa Mixta” 50.001% owned by PDV Europa and 49.999% by Neste Oil, PDVSA has a share interest in three specialized refineries: Nynäshamn and Gothenburg, in Sweden and Dundee in Scotland. The refining capacity of these facilities as of December 31, 2007 was 29 MBPD, 11 MBPD and 9 MBPD, respectively. Nynäs’ refineries are designed specifically to process acidic heavy crude oil. Nynäs also owns an interest of 25% in a refinery in Eastham, England, specializing in asphalt production, which has a refining capacity of 18 MBPD. The Nynäs refinery in Nynäshamn produces asphalt and special naphtha-based oils. Furthermore, Dundee, Gothenberg and Eastham specialize in asphalt. Nynäs purchases crude oil from PDVSA and produces asphalt and naphtha based special oils. It should be noted that the proportions of naphtha, paraffin and aromatic components of Venezuelan acidic heavy crude oil, turns it into a raw material appropriate for both products. The asphalt products are used for construction of roads and several industrial purposes. Special naphtha-based oils are used mainly in electricity transformers as oils for mechanical processes and in the rubber and printing ink industries. The most relevant aspects for Nynäs in 2007 were the execution of a new crudeoil supply agreement with PDVSA and a new materials supply agreement with Lyondell refinery in Houston, as well as very good margins in the naphtha business. The chart below shows the consolidated balance of domestic and foreign refining, specifying refining capacity, crude-oil contributions from internal production / third parties, purchase of materials and production rate. 68 2007 mbpd 4,287 3,098 Total Refining Capacity PDVSA´s net interest in refining capacity Refinery input (1) Crude Oil - Sourced by PDVSA (2) Light Medium Heavy Sub-total Crude Oil - Sourced by Others Light Medium Heavy Sub-total Other Feedstocks Sourced by PDVSA Sourced by Others Sub-total Total Refining input (3) Sourced by PDVSA Sourced by Others Total refinery input 2005 mbpd 4,552 3,207 446 858 478 1,782 16% 31% 17% 64% 466 607 776 1,849 16% 21% 27% 64% 456 595 782 1,833 16% 21% 27% 64% 387 116 236 739 14% 4% 8% 26% 449 108 242 798 15% 4% 8% 28% 396 151 230 777 14% 5% 8% 27% 182 98 280 6% 3% 10% 164 88 253 6% 3% 9% 155 84 239 5% 3% 8% 1,964 837 2,801 70% 30% 100% 2,013 887 2,900 69% 31% 100% 1,988 860 2,848 70% 30% 100% Crude Utilization (4) Product Yiled (5) Gasoline / Naptha Distillate Low Sulfur Residual High Sulfur Residual Asphalt / Coke Naphthenic Specialty Oil Petrochemicals Others Net Output Comsumption, net (gain)/loss Total yield 2006 mbpd 4,287 3,098 81% 85% 82% 937 892 75 274 130 13 107 434 33% 32% 3% 10% 5% 0% 4% 15% 960 985 69 246 132 18 87 449 33% 34% 2% 8% 5% 1% 3% 15% 955 934 62 247 118 17 85 497 34% 33% 2% 9% 4% 1% 3% 17% 2,862 -61 2,801 102% -2% 100% 2,947 -47 2,900 102% -2% 100% 2,916 -68 2,848 102% -2% 100% (1) The crude oil produced by PDVSA represented 70%, 69% and 70% of the total crude-oil requirements and materials of refineries in which it has a share interest for the years 2007, 2006 and 2005, respectively. (2) Includes materials of companies not subject to our control. (3) Takes into account PDVSA’s share in crude-oil and other materials. (4) Quotient between the crude-oil total for refining and the interest of PDVSA in refining capacity. (5) The interest of PDVSA in the range of products. 69 New Refining Projects The refining strategy of the Plan to Sow Petroleum, as indicated above, focuses on the expansion of capacity and the improvement of efficiency of downstream operations. Crude reserves of the Republic of Venezuela are mainly comprised of crude oil and extra-heavy crude oil (approximately 69% of proved reserves); therefore, the Plan to Sow Petroleum on Refining is aimed at increasing the processing capacity of these crude oils, through implementation of the following projects in Venezuela: • • • • • • Upgraders of Extra-Heavy Crude Oil of the Orinoco Oil Belt, in trains of 200 MBPD. Cabruta Refinery = 400 MBPD, two phases of 200 MBPD each. Batalla de Santa Inés Refinery = 50 MBPD. Zulia Refinery = 200 MBPD (pre-visualization). Caripito Refinery = 50 MBPD, in development process of analyses of product market opportunities (asphalt). Adaptation of existing plants (Paraguaná Refining Complex, Puerto La Cruz Refinery and El Palito Refinery), which would change current refining patterns and increase processing of Venezuelan heavy crude oil. In refineries located in USA, Europe and the Caribbean, investments are made to comply with the quality standards required by those markets. In addition, an investment will be made for expansion of refineries in Kingston-Jamaica (from 36 to 50 MBPD) and Cienfuegos-Cuba (from 65 to 150 MBPD). Likewise, the engineering of a new refinery is being advanced with Petrobrás in the northeast of Brazil, with a capacity of 200 MBPD and analyses have been made regarding new refineries in Manabí, Ecuador (300 MBPD), “El Supremo Sueño de Bolívar” in Nicaragua (150 MBPD, in two phases of 75 MBPD each), “Caribe Oriental” in Dominica (10 MBPD), Belize (10 MBPD), China (three refineries of 400 MBPD, 200 MBPD and 200 MBPD, respectively), Syria (140 MBPD) and Vietnam (200 MBPD). 4. Trade and Supply a. Exports Trade and Supply operations performed in 2007 in the context of a global crude oil market characterized by high refining margins, continuation of production issues in Nigeria, an offer of crude oil that does not grow at the same pace as demand and the perception that the economy of the United States is beginning to deteriorate, which may affect the world economy. In this environment, the general trading strategies of PDVSA continued to materialize: • To supply first and foremost the domestic market through reliable and timely supply of crude oil and products. • To achieve the best prices in the international market of commercialization and sale of hydrocarbons. • To lower costs associated with transportation, storage and infrastructure. • To diversify markets for our crude oil and products with a view toward the Asian market (China) and provide support to energy integration with countries of South America, Central America and the Caribbean. • To honor government agreements at an international level entered into for supply, exchange and financing. 70 The exports of crude oil and products by the nation to the market in 2007 amounted to 2,789 MBPD, which represents a decrease by 186 MBPD with regards to 2006 (2,975 MBPD) basically due to lower production of crude oil. From this total, crude-oil exports amounted to 2,116 MBPD and 673 MBPD of refined products in Venezuela and natural gas liquids (NGL). Chart Exports by the nation (MBPD) Exports Years 2003 - 2007 in MBD EXPORTS OF LIQUID HYDROCARBONS Detail by company and hydrocarbons (MBD) - Total (oil and products) Pdvsa Petróleo Pdvsa Gas Bitor Commerchamp Third Parties in the Orinoco Oil Belt Oil Subsidiaries Pdvsa Petróleo Light Medium Heavy and extra-heavy Third Parties in the Orinoco Oil Belt Products (refined and Orimulsión) Subsidiaries Pdvsa Petróleo Gasoline and naphta Distillates Residual fuel ("fuel oil") Asphalt Kerosene/Turbo Fuels/Jet Other Pdvsa Gas Bitor Orimulsión Residual fuel ("fuel oil") Commerchamp Residual fuel ("fuel oil") Kerosene/Turbo Fuels/Jet Third Parties in the Orinoco Oil Belt (coke, sulfur) - - - 2,615 2,612 2,527 2,275 2007 2,789 2,496 2,390 67 26 13 293 2006 2,975 2,615 2,482 74 43 16 360 2005 3,023 2,612 2,454 56 86 16 411 2004 2,839 2,527 2,407 49 53 18 312 2003 2,518 2,275 2,125 51 89 10 243 2,116 2,210 2,206 2,135 2,016 1,874 567 290 1,017 242 1,917 634 255 1,028 293 1,876 689 248 939 330 1,867 624 298 945 268 1,773 657 299 817 243 673 622 516 80 133 160 10 59 74 67 26 0 26 13 4 9 51 765 698 565 95 140 174 16 58 82 74 43 25 18 16 8 8 67 817 736 578 87 162 189 20 60 60 56 86 86 0 16 8 8 81 757 660 593 103 178 174 20 61 57 49 53 53 0 18 11 7 44 591 502 441 108 110 124 10 57 32 51 89 89 0 10 5 5 0 Notes: (*) Year 2007 includes exports of 21.19 MBD of products to Ecuador. Year 2006: Excludes exports of 5.4 and 13 MBPD of Orimulsión corresponding to aliquot of Bitor and Third Parties in Sinovensa Bitor for the years 2003 and 2004 was included under Crude Oil; as of 2005, it is listed under products. With regards to the destination of total oil exports in 2007, 1461 MBPD (69%) was exported to North American countries (including the US island of Saint Croix in the Caribbean); 316 MBPD (15%) to the Caribbean (not including US island Saint Croix); 16 MBPD (1%) to Central America; 24 MBPD (1%) to South America; 176 MBPD (8%) to Europe; 112 MBPD (5%) to Asia, 9 MBPD (0.4%) to Africa and 2 MBPD of exports of the Belt. 71 From the total of refined products and liquefied natural gas generated in Venezuela, approximately 673 MBPD (53%) were exported. From those barrels, 230 MBPD (34%) were sold to North American countries; 169 MBPD (25%) to the Caribbean (not including US island Saint Croix); 17 MBPD to Central America (3%); 50 MBPD (7%) to South America, 97 MBPD (14%) to Europe, 87 MBPD (13%) to Asia; 8 MBPD (1%) to Africa and 15 MBPD (2%) to unrecorded locations as such sales were mainly to ships in transit. Chart: Export by destination (MBPD) EXPORT OF LIQUID HYDROCARBONS FROM VENEZUELA List of destination countries and type of hydrocarbon (MBPD) Oil (3) Destination Total (1) NorthAmerica Continental USA USA.: Saint Croix (2) Canada Mexico Caribbean islands Curazao CCaribbean islands (2) Antigua and Barbuda Aruba Bahamas Bonaire Cuba Jamaica Puerto Rico Dominican Republic San Eustaquio St. Lucia Trinidad Central America Costa Rica El Salvador Guatemala Honduras Nicaragua Panama South America Argentina Bolivia Brazil Chile Colombia Ecuador (*) Paraguay Peru Uruguay Total Products 2007 (*) 2006 2,116 1,461 1,145 295 21 0 316 201 115 0 20 1 2 45 22 0 12 0 5 8 16 13 2 0 0 1 0 24 0 0 0 0 0 0 1 23 2,210 1,449 1,158 280 11 0 363 226 137 0 29 4 9 41 19 0 15 2 7 11 22 13 4 0 0 5 0 42 0 0 0 0 0 13 29 2007 673 230 218 1 8 3 169 8 161 0 1 90 0 42 3 7 16 2 0 0 17 9 1 2 3 0 2 50 0 2 13 2 1 30 1 1 - Oil (3) 2006 2007 2006 765 255 242 2 8 3 152 15 137 0 0 64 2,789 1,691 1,363 296 29 3 485 209 276 0 21 91 2 87 25 7 28 2 5 8 33 22 3 2 3 1 2 74 0 2 13 2 1 30 1 2 23 2,975 1,704 1,400 282 19 3 515 241 274 0 29 68 9 79 23 1 43 4 7 11 36 21 5 0 2 5 3 80 1 2 20 3 2 8 1 14 29 38 4 1 28 2 0 0 14 8 1 0 2 0 3 38 1 2 20 3 2 8 1 1 - Destination Europe Germany Belgium Bulgaria Croatia Spain France Greece Netherlands Italy Malta Portugal United Kingdom Sweden Others Asia China India Japan Lebanon Malaysia Singapore Turkey Africa Angola Ivory Coast Morrocco Nigeria Senegal Togo Tunesia Tot Products 2007 2006 2007 2006 2007 176 27 15 0 0 41 2 0 27 16 0 0 26 20 2 112 85 22 5 0 0 0 0 9 0 9 0 0 0 0 0 2 230 20 16 0 0 78 12 0 31 9 0 11 36 15 2 93 46 44 0 0 1 2 0 11 0 97 0 0 3 2 20 11 10 10 18 0 1 20 0 2 87 10 0 0 0 0 52 25 8 0 0 7 0 0 0 1 15 114 0 2 2 3 29 18 9 17 13 1 1 18 0 1 137 51 1 0 1 1 70 13 11 1 0 7 1 1 0 1 44 273 27 15 3 2 61 13 10 37 34 0 1 46 20 4 199 95 22 5 0 0 52 25 17 0 9 7 0 0 0 1 17 2 0 0 0 2 13 27 17 4 13 11 Others (4) Orinoco Oil Belt Commerchamp 1.- Excluding Pdvsa Petróleo, Orinoco Oil Belt companies, Bitor and liquids of Pdvsa Gas 2.- Exports to the US Caribbean island Saint Croix are included under North America and not the Caribbean 3.- Oil: Includes crude oil and upgraded oil 4.- Undetermined: In the Orinoco Oil Belt: Destination not supplied by partners of the Oil Belt. Commerchamp: Sales of fuel to ships in transit, airports and international ports of the country. (*) The amounts for the year 2007 include 21.19 MBPD of products exported to Ecuador The level of exports of Commerchamp, subsidiary of PDVSA dedicated to the sale of fuel to ships in transit at international ports and airports of the country were 4.2 MBPD of fuel oil for boats and 8.3 MBPD of fuel for aircrafts, amounting to 12.5 MBPD. With regards to international marketing of retail products, Commercit managed to export 618 thousand gallons through international subsidiaries PDV Ecuador, PDV Brasil and PDV Guatemala; the latter serves the market of that country, El Salvador and Belize. International trade in 2007 gave rise to results associated with several strategies. In the chart below, the sale of products in which, in addition to exports, the sales of Isla Refinery, operated 72 by PDVSA in Curacao, and foreign buy-sale transactions carried out for small sums to comply with international agreements are shown below. Chart: Summary of product sales to new markets (MBPD) Sale of products Destination 2007 2006 Caribbean Islands 195 173 Central America 27 14 South America 82 63 Asia 209 183 Variation 13% 90% 29% 14% The specific vision toward the Asian market set forth in the diversification strategy of markets, resulted in increased trade of products by 209 MBPD and, if we include crude oil sales, amounts to 324 MBPD, compared with 287 in the previous year. The chart above also shows the implementation of the energy integration strategy strengthened within the scope of energy cooperation agreements, including new supply agreements of crude oil and products entered into with Ecuador for exchange of crude oil for products; with Nicaragua for the initial supply of up to 10 MBPD. On April, 29, as a result of the Alba Energy Agreement, the amounts rose as follows: Nicaragua from 10 to 27 MBPD, Haiti from 7 MBPD to 14 MBPD, and Bolivia from 200 MBPD to 250 MBPD. Overall, the international trade operations of PDVSA show a satisfactory balance of sales at market prices, support to the union of Latin America, expansion of markets toward the eastern hemisphere and compliance with all international agreements. b. Domestic Market The wholesale supply of oil-derived products throughout the country will be responsibility of Organización de Comercialización y Distribución Venezuela of PDVSA Petróleo, whose customer include Deltaven, a PDVSA subsidiary. Both supply the local market as shown below. 73 Chart: Sales of Liquid and Gas by PDVSA to the local market 2007 2006 2005 2004 2003 564 82 548 83 506 78 485 69 432 58 482 464 428 416 374 274 257 240 232 209 137 41 11 6 6 4 2 1 132 45 11 5 7 5 1 1 121 40 8 6 7 5 1 1 115 42 6 5 7 5 2 2 98 45 5 5 5 5 1 1 512 431 392 354 302 1,077 979 898 839 734 Natural Gas (MMPCD) 2,973 2,632 2,394 2,055 1,751 Methane gas ($/MPC) 0.77 0.54 0.54 0.55 0.61 Liquids ($/B) 7.29 7.07 6.97 7.44 6.61 Liquids (MBPD) Liquefied natural gas (MBPD) Refined products (MBPD) Gasoline for vehicles Diesel and distillates Residual Asphalts Kerosene and turbo fuels (2) Other Oils, lubricants and grease Naphtas Sulfur and other chemicals Methane gas (MBPD equivalents) Total Hydrocarbons (MBPD equivalents) Notes (2) Other: propylene, black smoke, solvents, parafines, aviation gasoline, white gasoline and coke. In 2007, the consumption of gasoline for vehicles rose by 17 MBPD (6.7%) with regards to the previous year; other products maintain consumption levels similar to those of previous years. An interesting aspect that may be noted from the chart is the significant subsidy for local consumption. Operations were aimed at consistently supplying the domestic market and significantly improving the operating reliability, strengthening its distribution network to meet growth in demand resulting from national development, supporting widely small companies and cooperative associations by hiring their services and training, increasing border transactions, performing numerous civil projects for society and creating new employment opportunities. With regards to the reliability of supply, the inventory levels of white massive consumption products remained at 95.5 % of the national average goal, of 65% of the storage capacity. Maintenance was performed to several storage tanks (Bajo Grande, Guatire, El Guamache, Maturín, Yagua), certification ISO 9,000 was obtained for Central District, and no “unconformities” arose from maintenance audits to the quality system of West District. Resources were carefully arranged to increase the reliability of core processes of reception, storage and supply, by updating instrumentation and control, and implementing leading edge technology for feeding with uninterrupted energy for an administration of emergency stops more efficient as well as of the increase in the shipment rate and protection of pumping engines. The Logistics Management was added to the organizational structure of Central District to support the Plan for National Road, the supply to ports and airports, and social development, specifically through promotion of Social Production Companies. 74 Also for the purpose of increasing the reliability of supply to the local market, PDVSA Petróleo carried out an extraordinary maintenance plan for its distribution plants through 389 agreements. It should be noted that this plan resulted in a significant foster for domestic suppliers since the associated cash flows of 37.67 MUS$ less than 1% was awarded to traditional companies, thus practically the entire plan was performed through Social Production Companies and small and medium-sized companies. With regards to future operations to meet the sustained growth of demand, multiple projects were advanced. In relation to projects at design stages, the conceptual engineering for relocation of the distribution plant of Catia La Mar was completed, visualization of the distribution plant of Táchira, as well as a preliminary study of the increase in capacity of El Palito – Barquisimeto multiple pipeline. Physical advances were recorded in several large projects including the supply to Falcón and Zulia states (Sufaz), which is at the pipeline manufacturing stage, and the expansion of the Red Sumandes sector Zulia (“SLZ”), which is a third of the way completed. Natural Gas Vehicles (NGV) Simultaneously with the future expansion of traditional fuel distribution, work was carried out for massive substitution of gasoline as automotive fuel by “natural gas vehicles” (NGV), which is a cleaner, less expensive fuel, which will release large quantities of liquids from the internal market for export purposes. The first steps in this direction were made by initiating construction of the industrial park for containers, compressors and suppliers, a relevant inventory of equipment for conversion was purchased from Argentina, 77 supply points were created and approximately 400 vehicles were converted for dual use of NGV and gasoline. This process experienced delays resulting from exogenous and domestic factors: on the one hand, the procurement for implementation of 100 thousand conversion equipment in 2007 was not as effective as expected, due in part to a global increase in demand of this equipment and, on the other, the high level of state-owned vehicles significantly decreased the possibility of users allowing tests and conversions to be performed on said vehicles. Because of the above, in 2008 it is expected the construction and operating agreements of the industrial park to increase, as well as encouraging policies for government entities so that these become involved with the conversion program. c. Deltaven, S.A Deltaven, S.A. as supplier of refined petroleum products provided consumers with fuels and lubricants comprised mainly of three large categories: • Service stations. • Ports and airports. • Industrial sectors, mainly electricity and steel mining. Its operations showed a reliable supply throughout the year, with a moderate expansion in a market with slow growth. It marketed 278 MBPD products, 2% more than in the previous years, which are specified as follows: automotive fuel for retail: 134 MBPD; industrial fuel: 93 MBPD; 75 residual fuel: 41 MBPD; aviation fuel: 5 MBPD and specialties: 5 MBPD which include asphalt (4,3 MBPD), of which Deltaven is the main supplier in the country. For its activities, Deltaven supplied 987 service stations, which represent 53% of the 1,860 stations in the country, thus PDV was the brand with the greatest presence over all other brands: Trébol, BP, Texaco, etc. In 2007, 11 new stations were added: Puerto Vivas, in Barinas; Puerto Viejo and Palmarito, in Mérida; La Vela and Puerto Cumarebo, in Falcón; Robledal, Pampatar and Boca del Río, in Nueva Esparta; Cata, in Aragua; Playa Blanca, in Carabobo, and La Zorra in Vargas. In addition to meeting all of its operating and social responsibilities, Deltavén made efforts to improve the characteristics and conditions of a series of progresses: it completed the construction of a supply module at the airport of Valencia; it completed remodeling of several service stations (E/S), and is currently remodeling others: E/S El Río, E/S Veitia, E/S Carabobo, E/S Santa Elena de Uairén and E/S Río Catatumbo; at the packaging plant of Cardón a new lubricant “Ultradiesel MT” is being developed for electric plants; the “Registry of Activities that May Be Harmful to the Environment” (R.A.S.D.A.) was completed for the service stations and automotive fleet for fuel transportation was completed; the process to obtain certification ISO 9001:2000, was launched and 38% has been achieved; the image change was applied in 64 EE/SS generating 1884 direct and indirect jobs (to date 533 EE/SS out of 739 have been completed); promotional campaigns were carried out to reinforce the PDV brand in the domestic market. The vision toward the future is optimistic with the following new service stations (E/S) being opened: E/S José Gregorio Hernández, in Portuguesa and E/S Ojo de Agua, in Miranda; E/S Parador Turístico Yagua in Carabobo; E/S Mirador in Portuguesa; Internacional Santa Elena de Uairén, in Bolívar, and those fostering the development of fishing activities in Cata, El Baúl, Manzanillo, Boquerones, Arismendi, El Samán, El Hatillo, San Rafael de Atamaica, El Yagual, Las Bonitas and La Urbana. 76 5. Transportation/Vessels and Tankers The naval organizations of PDVSA carried out their business in 2007 in a highly competitive international freight market, with a trend of low availability of ships resulting from the global operating demand, derived from unprecedented safety measures, which also originated high insurance premiums. a. Supply and Logistics The Supply and Logistics Organization of PDVSA developed an intense marine activity for hydrocarbon supply logistics in the domestic and foreign environment. This activity is evidenced by the logistics coordination of ships directly owned by PDV Marina plus ships chartered occasionally or for specific terms, which amounts to a charter of approximately sixty ships simultaneously for each month of the year. It also carried out fruitful efforts to lower storage and transportation costs and to improve the composition of chartered fleet. Hydrocarbon storage costs in foreign countries fell as a result of tankage selection, rate negotiation efforts, financial and operating control. Transportation costs were also lowered as a result of a decrease by half in shipment delays from the warehouse to foreign countries, especially fuel oil shipments suffered no delays. The controlled fleet (time chartered vessels) was renewed by incorporating ships adapted to new environmental and maritime safety standards (double hull, Marpol4 control systems) and is more versatile for new market requirements. Seven of these foreign-flag ships were incorporated to the coastal-navigation service to reinforce operations in the domestic market, including the supply of propane gas to El Tablazo, and liquefied petroleum gas (LPG) to the Carenero-Guatire system, for manufacturing petrochemical products and ensuring supply of cooking fuel, respectively. Furthermore, the term of ship charter agreement was improved with regards to termination clauses, delay claims, lay times and operations. Special mention is made of the supply and logistics activities inherent to the takeover and control of shipment and receipt scheduling, relating to companies processing extra-heavy crude oil from the Orinoco Oil Belt, and PDVSA took over operating control thereof (in the transformation to ”Empresa Mixta” in which the state has a majority interest participation). b. PDV Marina PDV Marina is a company wholly owned by PDVSA 100%, which owns 21 vessels, thirteen of which are directly owned by it and eight are owned by its subsidiary Venfleet, with a Panamanian flag. The thirteen vessels directly owned, with sizes varying from handy size to aframax, enable management of the diversity of hydrocarbons: liquefied petroleum gas (two), asphalts (two), lubricants and chemical products (two), white refined product (four) and oil (three). In 2007, the process to replace two of the oil ships directly owned was launched as the useful lives of those ships had expired for transportation purposes; therefore, they are used for storage purposes. 4 Marpol (abbrevation for marine polution) is an international agreement (resulting from a group of international provisions) to prevent pollution caused by vessela, which was developer by the International Maritime Organization, specialized organization of UNO. 77 Furthermore, the eight ships of the fleet of Venfleet, all of the lakemax size are used exclusively for oil transportation. In 2007, PDV Marine efficiently supplied hydrocarbon transportation services and complied with the strategic purpose of fostering the endogenous development of the domestic shipping sector. The company transported an average of 830 million barrels per day of crude oil and products, from which 413 MBPD related to the household market. This intense activity, evidenced by volume transported, was associated to proper precautions, relating to the conditions for fleet operations, which were combined with strategies of the state. Likewise, for maintenance of the fleet, two new policies were implemented: one aimed at international diversification of ship maintenance, which began by dry-docking vessel Proteo in Vietnam, and another one for support to the domestic industry through special general repairs for ships with 20 years of service in the national shipyard Dianca. Support was granted to this company in the technological improvement of its employees. PDVSA reaches an expansion of its repair and maintenance of large vessels. With regards to the quality of operations, PDV Marina once again received “ISM Code” international certification from “Instituto Nacional de los Espacios Acuáticos e Insulares (INEA)”, as national maritime authority, with emphasis by said authority on the progress in safety indexes. The Venezuelan crew aboard on the lakemax vessels, which have high transit in the Maracaibo Lake, increased by 74%. In the past, this crew was comprised mainly by foreign crew. In the near future, the actions taken in 2007 gave rise to significant advances in quality and expansion of business. In the employment area, a new collective agreement for sea staff is being discussed, and progress has been made in implementing the standards of the Organic Law for Protection of Workplace Conditions and Environment. In relation to future maintenance of vessels, the upgrading of workshops will be implemented, which includes officially launching of workshops and the Maintenance Module of the SAP-PM information-technology tool. These measures increase the efficiency of maintenance and transparency in handling resources. Safety of operations will continue to increase. Single-hull vessels (Paria, Caura, Morichal, Leander and Moruy) will be replaced by continuing with the work launched in 2007. Likewise, large progress (up to 95%) was made in the implementation of the Integral Risk System of PDVSA. Finally, with great optimism, special emphasis is made in the agreement entered into between PDV Marina and Petrochina International Company Limited for the purchase, operation, administration and management of a new fleet of ships for the transport of hydrocarbons to Asia, including large-capacity tankers, VLCC (“very large crude carrier”). This fleet will bear the national flag and will have Venezuelan staff. This will increase national employment, decrease the charter of foreign ships and support commercially the operations of PDVSA. 78 Naval Development Also regarding the maritime environment, the operations of PDV Naval, in its evolution as a company, emphasize development of naval fleet and the heavy naval industry of the country in 2007, construction work began in Brazil and Argentina of 2 of the 12 ships to be built in those countries, and at the same time engineering began in Poland of 4 aframax ships to be manufactured in the Islamic Republic of Iran. Simultaneously with the acquisition of these new ships, technology transfers with suppliers were performed in that same year. With regards to shipyards, agreements are being negotiated with a Korean company to reactivate Astinave, a process set to begin in the first quarter of 2008. Also, the agreement signed in 2006 with Brazilian company Andrade Gutiérrez was updated for construction of North Eastern Shipyard, which will be located in Sucre state. Both projects will allow for the construction and maintenance of ships and platforms in Venezuela, which will increase the autonomy of oil transportation and production of offshore crude oil and will help consolidate Venezuelan naval sovereignty. Finally, another important achievement was the incorporation of Alba Naviera Venezolana (Albanave), which will be announced in the beginning of 2008, aimed at reinforcing sea and river transportation in Venezuela and the Caribbean, Central America and South America. This company will be in charge of carrying dry cargo, such as carbon from Guasare and goods from CVG, Pequiven, Bariven, Mercal, etc. The project includes the river arm for the Orinoco-Apure axis, which enables future visualization of export of agricultural products supported by Petróleos de Venezuela. 6. Research and Development The activities of INTEVEP in 2007 were encompassed within the commitments of the Plan To Sow Petroleum, in support of the corporation in high priority areas of exploration and production, refining and industrialization, offshore and traditional areas of light and medium crude oil. Social investment, endogenous development and social production companies were reinforced. A total of 319 technical documents, 12 articles for arbitrated magazines and 7 technical bulletins were generated to disclose new technologies associated with the processes of generating and enhancing extraction of hydrocarbon wells. 37 trade licenses, 250 trademarks and 4 copyrights were submitted. 25 trade licenses, 335 trademark certificates and 4 copyright registrations were obtained. Likewise, in 2007, 111 cases were obtained: 35 trade licenses, 73 trademarks from which 39 and 3 copyrights were processed. To support PSP projects, 36 PDVSA standards were approved in the areas of design engineering, industrial safety and occupational health. The corporate technical standardization process of CIT-INTEVEP obtained quality certification from Fondonorma. INTEVEP submitted 83 projects to national congresses and 118 to international events. In addition, 102,249 analytical tests and 320 technical assistances were made; these efforts are aimed at leveraging the development of the PSP axis. Likewise, general laboratories received SENCAMER accreditation. In 2007, 563,812 man-hours were invested in Specialized Technical Services, 456,528 in Research and Development and 50,824 in Basic Research. Likewise, 156,051 hours were dedicated to staff training. 29 persons were assigned to training plans in Venezuela and 36 in foreign countries in order to bridge technical gaps and reinforce the necessary competencies for development of the different projects of INTEVEP. 79 As support of protection of INTEVEP’s intellectually property and technological assets, 42 license agreements were signed for the following technologies: SOLSURF®, INTEFLOW ® FOAMDRILL®, INTOIL®, ORIMATITA ®, INTEBIOS®, THIXOGAS ®, GREENOIL®, PERMAVISC ™ and SANTP®. In addition, two technological cooperation agreements were executed: FUNVISIS and Universidad de Carabobo. In continuing with the development plans and implementation of HDHPLUS®/SHP technology to the deep conversion processes, experimental testing of the RELP project was performed, and 21 days of stability were reached with conversion of 80%, reaffirming the reliability of this technology. Likewise, the respective basic design books, prepared by INTEVEP and AXENS S.A., for HDHPLUS®/SHP units were delivered to Refinería Puerto La Cruz. Visualization of the Caripito refinery was completed to process 50 MBPD of Cerro Negro crude oil: (i) tests were performed in pilot plants for evaluation of crude oil behavior at scale, (ii) the final destination of byproducts (different from asphalt) that the refinery would obtain was defined, (iii) a specific socio-environmental analysis was developed and completed for location of the refinery in Monagas State, (iv) all of the documents associated to contracts were developed and (v) confidentiality agreements were established with the companies selected to carried out the conceptual, basic and FEED engineering of the project. Together with the CRP’s planning group, the availability of 170 MBPD of currents with potential for development of the petrochemical pole Paraguaná was identified, and a global structure of processes comprised of thermal and catalytic cracking and reforming of light and heavy naphtha was proposed. Supporting the energy integration processes, visualizations and business options of refineries were performed: (i) Vietnam, processing 200 MBPD of 16º Venezuelan synthetic API crude oil, estimated investment of 5,900 MM$, with a VPN of 2,304 MM$ and TIR of 14%, (ii) Syria, with PDVSA’s interest of 30%, processing 140 MBPD from which 42 MBPD are Venezuelan synthetic 16° API crude oil, with a VPN of 981 MM$ and a TIR of 16.4%, (iii) Refinery Bolívar y Sandino in Nicaragua with a capacity of 150 MBPD, (iv) a mini refinery in Argentina, processing 10 MBPD of Chañares crude oil to meet fuel commitments of PDV-Argentina. Within the scope of technical assistance in refining, a specialized technical assistance proposal was presented to PetroEcuador. As part of market assurance and compliance with environmental requirements, technical assistance was provided relating to ultra low sulfur diesel (ULSD) to the refineries Lemont, Lake Charles and Corpus Christi, which also received evaluation of the performance of the gas hydro treatment unit (SelectFining™), with the result being stable catalyzing selectivity and an estimated useful life of 4 years. Likewise, the first phase of the development of the gasoline quality prediction for the PLC and CRP Amuay refineries was completed. The proposal of reactors in parallel of Shell Global Solutions for production of ULSD using DHDV™ (revamp of the HDT 2 unit of Cardón) was reviewed. Gasoline corrosiveness analyses with ethanol at 10% v/v were presented to the Ethanol Committee. These results are important in decision-making for the adaptation plan of facilities to be built for the introduction of gasoline with ethanol in September 2008. In support of the hydrocarbon optimization process, efficient use of hydrocarbons was approved by Comité Mayor de Suministro (COMSUM) through the technical proposal to lower MON octane rating from 87 to 85. This change will give rise to economic savings in preparing the new fuel and will not affect the performance of vehicles using 95 RON. 80 By support provided in the application of INTEVEP technologies for building and maintaining wells, the corporation obtained savings of 800 M$, and 10 wells were successfully drilled at the Borburata field (using PERMAVISC® technology). Seven conceptual engineering plans were delivered for implementation of 26 units of CYCINT™ equipment at the West (Tomoporo), East (Anaco, Norte, San Tomé and Morichal) and South Central (Barinas) divisions which process an average of 910 MMPCD with manufacturing cost savings of 1.3 MMUS$. Installation of 2 VORTEX equipment units at the Mara field raised gas production by 800 MPCD. Support was provided to ensure the operating continuity of the projects of Magna Reserva, Exploration and Production and INTEVEP, Cretáceo Lago, Mara La Paz, EFAI and Delta Platform, by handling and administrating data, technological platform, specialized support, generation of maps, monitoring and optimization of the use of licenses and processes to obtain licenses, training and external specialized consulting. In support of the increased productivity of reservoirs, water shortages in production processes (MULTIGEL®) were controlled, which represented 745 BNPD and diagnoses and recommendations to boost 28 wells with potential of 10,200 BNPD and 3 MMPCD were delivered; together with the above, visualization and engineering of facilities for the pilot test on site at Campo Bare were completed. As part of the support of activities relating to the increase of the recovery factor, conceptual engineering of technology was completed for upgrading of CP and XP at surface (INT-MECS), and formulation of oil in water emulsions for transportation of CP and XP in San Diego Norte and Carabobo was developed, thus enhancing the processing and consumption of chemical additives. With regards to activities relating to the growth of traditional areas, advances of 80% in GPS surveying and gravimetry were achieved in the subsidence of the new coastal dock: using highresolution seismic and surveying the seismic refraction to determine surface properties. Through the Integral Program for Extraction in Reservoirs of the West Region, Phase I of the Cretáceo project was completed and Phase II of the La Paz project was launched. Detailed engineering for the new plant design of Guara (Integral Fluid Management System) was completed. With regards to technological exchange with Cuba Petróleo (CUPET), five VRS pumps were installed in wells of Varadero, which resulted in increased production ranging from 11 to 200%. Likewise, the structural seismic interpretation of the Tarara and Vía Blanca (North of Cuba) areas and the palinologic analysis of the San Galletano formation were completed. In addition, a technical exchange program for accelerated training of CUPET and INTEVEP staff in the area of Well Construction was established. Contributions were made of over 129 MMMBls of POES as well as certification of 20.1 MMMBls of petroleum and 5.7 MMMMPCN of gas from proved reserves of the Carabobo block through creation of base, isotopic and structural maps and administration of computer platforms, specialized support and external consulting. As support to ensure the necessary volumes of gas established in PSP, the conceptual design, performed together with PDVSA EyP, of the service platform of Dragón and with PDVSA Gas the assurance analysis of the flow of the gas pipeline of Dragón-CIGMA. With regards to internal services and infrastructure, necessary for the development of different activities, adaptation work in Rodomar building were completed, in addition to the engineering of graphic arts details, north 4; expansion of the training rooms in CREA (6 rooms, 2 points, 66 persons), conceptual, basic and detailed engineering of the INTEVEP auditorium, general bidding processes for construction of urbanism in new land and construction of the elementary school center and, finally, engineering for the edification of the data bank. 81 In the environment area, 5 hydrocarbon-spill-scenario simulations were performed to plan strategies against incidents such as those in Güiria, Sucre State. A successful field test was performed of the Aloe Vera-based scale inhibitor in the Barinas well. In addition, the assembling of a pilot PALS plat for conditioning of natural gas was completed. 7. Environmental and Safety a. Occupational Health and Environmental Most of the subsidiaries of PDVSA, in both Venezuela and foreign countries, are subject to environmental laws and regulations requiring significant expenses to modify its facilities and prevent or remedy the environmental effects in handling waste and spills of polluting agents. PDVSA is implementing measures to prevent environmental risks, protect the health of persons and preserve the integrity of its facilities. In the year 2007, an Investment Plan was performed at the level of the areas with Investment Expenses relating to handling and disposition of effluents of approximately 5.58 MMUS$ in related projects, including the following: construction of concrete channels for effluents, erection of walls, construction of cooling towers and other. With regards to compliance with environmental laws, the sum of 17.1 MMUS$ has been invested in areas related to projects for basin conservation, monitoring of air quality and environmental impact analyses and other. In addition, Occupational Health and Environmental (AHO) has invested 1.9 MMUS$ in projects relating to baseline studies and environmental diagnoses. Investments in businesses and subsidiaries were made in the purchase of equipment for prevention of occupational risks, analyses of effluents, measurement of air quality and materials and supplies for laboratories, amounting to 125.8 MMUS$. As part of its environmental responsibility, PDVSA maintains a sanitation and restoration plan for the environmental liabilities of PDVSA and its subsidiaries generated until 2004. This plan addresses pits, sludge and off-spec crude-oil, materials and hazardous waste, facilities, abandoned equipment pending dismantling, areas impacted by oil activities and radioactive sources. As of December 31, 2007, a total of 2,554 hydrocarbon pits received sanitation of the existing 13,460 pits, and a total of 10,906 pits are pending. A reserve for sanitation in 2007 amounts to 809.9 MMUS$. CITGO has received several notices of violation from the Environmental Protection Agency of the United States of America and other regulating agencies, which include notices under the Federal Clean Air Act and may be deemed a potentially liable party, together with other companies, with regards to locations under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA). These notices are being reviewed and, in certain cases, recovery actions are being implemented. CITGO is negotiating agreements with the aforementioned organizations. In 2007, the Corporate Management of Occupational Health and Environmental coordinated performance of projects and activities as the core of its work. Its most significant achievements include the following: • In 2007 the biggest achievement of Petróleos de Venezuela in relation to workplace risks and hazards, an extremely important issue since this industry contains high risk for the health and wellbeing of its working population, has been the creation of a large group of men and women, over than 1,500 persons, who have become Prevention Delegates, whose activities throughout the year have led to improvement in working conditions of a large number of workers, secure a decrease in environmental pollution from bad operating practices and ensure the integrity of its many facilities. 82 These efforts of the employees of the new PDVSA is in accordance with the important role established in our Constitution and will allow employees to take control of their working conditions, and the people of the communities will be empowered to change their living conditions. • A Pilot Test Program was established to evaluate treatment technologies (recovery) for offspec crude-oil in petroleum pits for integral sanitation of such pits. This program has turned this liability into a financial asset for the Corporation since the quality of the product is raised to a standard that may be included in the crude oil production quota of the country, thus generating additional income. For supervision, monitoring and control of sanitation and, specifically, for these tests, seven (7) Social Production Companies comprised of professionals graduated from national universities were incorporated. • Development of Social Production Companies was encouraged in the area of sanitation of pits as well as leveraging of cooperatives aimed at collection of used oils (incorporation, permits and collection strategies). In conjunction with the Functional Management of Technical Support to Social Production Companies of INTEVEP, seven (7) cooperatives were created comprised of university professionals in the environmental areas for supervision services of recovery of crude oil and sanitation of pits. • Two National Conferences of Prevention Delegates were held, with an attendance of 700 persons, which evidence their commitment to their duties accorded under the Organic Workplace Prevention Condition and Enviromental Law (LOPCYMAT) for prevention of occupational accidents and illnesses, damages to the environment and facilities; with a clear knowledge of their joint liability, thus assuming their right to take an active part in improvement of working conditions, and becoming guardians of the deviations in the facilities and employee attitudes. • Six (6) standards on Occupational Health were prepared, from which three (3) were approved by the Technical Committee on Occupational Health and three (3) pending approval. These standards are in line with the regulations and aimed at unifying criteria and establishing clear and accurate technical guidelines for the purpose of obtaining reliable results that may evidence the strategies and actions to follow in preventing damages to the working population and to be applied in each of the internal and external projects of PDVSA. • In July, a Postgraduate Program of Occupational Health was launched with Universidad Bolivariana de Venezuela, under the name of Special Training Program, with 27 recently graduated engineers who will receive the fundamental tools to have the necessary skills to meet the challenges in relation to prevention will arise in building this new production model associated with the Plan To Sow Petroleum and in all stages of the projects, in accordance with the requirements of the Corporation. This program follows the guidelines of the Human Resources Committee and Alma Máter Mission. • Studies at a generalized scale (1:250.000) of the ecology of the Orinoco Oil Belt (55,000 km2) and a semi-detailed (1:100.000) study of the Junín area (10,000 Km2) were performed, including reports of wildlife, flora, climate, vocation of soil, use of land, existence of communities, surface watercourses, fragility of systems, environmental impacts and interrelations conditioning eco-social and environmental processes, ensuring the base for planning the sustaining social and environmental development of 200 thousand persons who currently influence the Oil Belt, as well as the sustainability of future developments in the area. 83 • Through coordination of Technical Tables between PDVSA and the Ministry of Popular Power for the Environmental, a total of 110 Authorizations for Affectation of Natural Resources, 04 Authorizations for Occupation of the Territory in four areas of the Orinoco Oil Belt, 252 inspections in conjunction with the Ministry of Popular Power for the Environmental, delivery of 65 environmental supervision reports and reviews in process of the studies for expansion of el Palito and Puerto la Cruz refineries. • Analysis and design of the Integral System for Environmental Permits and Management of the Corporation together with the Ministry of Popular Power for the Environmental and the Businesses and Subsidiaries of PDVSA is already finished. This system will enable to monitor the internal administrative procedures for processing environmental permits. Likewise, it will be used to manage and control the distribution and allocation of the Global Environmental Bond of PDVSA. • Through the project “Agrodiverse Systems and Alternative Renewable Energy in Rural Nuclei as an Alternative for Integral Development of the Orinoco Oil Belt”, the quality of living was improved by supply of electric energy and production of food for consumption by the four communities, thus impacting 321 Venezuelans, who were incorporated to the agrodiverse production systems and use of alternate renewable energy, as well as recycling practices to encourage sustainable development of the FPO. • The five (5) environmental standards of the Corporation were established: Handling of Debris and Drilling Fluids (approved), Handling of Used Oils (approved), Sociocultural and Environmental Surveys, Handling of Production Waters, Handling of Worn-Out Catalysts. The last three are pending approval. • The Integral Environmental Index was performed to evaluate the environmental condition and to assess the environmental management in the oil industry in a uniform, systematic and comparative. • Six (6) main environmental audits and five (5) follow up audits were performed in nine (9) operating areas of Exploration and Production, Refining and Trade and Distribution Venezuela, thus generating action plans. As a result of the follow up audits, it was verified that from a total of 105 actions, 32 have been complied with and 44 are in processes, to take advantage of the improvement opportunities detected. • In the area of Environmental Education, activities were performed at a national level with communities neighboring facilities including reforestation, conservation, recovery and mitigation conferences, appointment of members of environmental brigades, recovery of areas and prevention training for communities and emergency management, with a total of 11,333 persons including children, adolescents and adults. Planting programs with the communities were performed with a total of 10,000 araguaney trees being planted, and 621 industry workers received training in four (04) modules of environmental education. Two Environmental Education conferences (Caracas, Puerto La Cruz) were held with five hundred participants and were defined Environmental Education Guidelines. b. Industrial Safety The mission of PDVSA is based on shared responsibility, participation and authority principles to ensure that all processes and operations performed by the Corporation are carried out safely through planning, management and incorporation of administrative, educational and engineering tools to protect the physical integrity of employees, business assets, subsidiaries and the environment. 84 Within the scope of our mission, in 2007 the following strategic objectives were achieved: • • • • • • • • Establishment of the principle of shared responsibility in workplace safety at all levels of the Corporation and its social environment. Implementation of means for participation and commitment of employees in control of Industrial Safety risks. Consolidation of the workplace risk prevention and control at all levels of the Corporation and its environment. Implementation, management and assurance of maintenance and efficiency of the Integral Risk Management System (SIR-PDVSA). Alignment of Industrial Safety efforts of the Corporation with the Strategic Plans of the Nation and Regulating Entities of the State. Implementation of strategies, plans and controls for adaptation of the facilities and processes of the Corporation to current laws (LOPCYMAT), incorporating innovative practices and technologies. Preparation and implementation of Industrial Safety Programs aimed at Social Districts. Implementation of the Quality Management System. Based on the above Strategic Objectives, the following achievements were made: With regards to the accident index in the term January – December 2007 compared with 2006, a decrease by 52.37 % was reached, as specified below: Days Missed Due to Injury January - December 2007: 57,810 Days Missed Due to Injury January - December 2006: 121,363 These results derive from the following achievements: • Through an agreement with “Universidad Bolivariana de Venezuela”, a specialization program in Industrial Safety corresponding to the 1st Cohort was imparted to 30 professionals from different areas of PDVSA to strengthen operations, operating processes and development of the staff’s careers. • 5 audits were performed to reinforce the elements of the Integrated Risk-Control System, in compliance with the procedures, standards and effective laws to decrease accidents, occupational illnesses and economic loss and to increase operating continuity. • With the active participation of the employees of PDVSA, 7 Technical Standards on Industrial Safety were updated and developed, thus reinforcing the preventive culture and decrease in accidents: Guidelines of the Integral Risk-Management System; Notice, Registration and Statistic Classification of Accidents; Notice of Accidents, Preparation and Presentation of Reports for PDVSA Parent Company; Management and Control of Deviations; Pre-Booting Review; Investigation of Accidents and Incidents; and Mechanical Integrity. • With the implementation of the Deviation and Control Standard, a positive impact on the risk-control management was experienced, and deviations in operating processes were preventively determined. • Diagnosis for certification and activation of Response Plans and Emergency Control was performed for all businesses and subsidiaries in accordance with the guidelines and policies of PDVSA and current laws of Venezuela. 85 • Work training increased, as well as disclosure of guidelines and use of information technology tools, in line with the new projects of the Plan To Sow Petroleum for implementation of the Risk Analysis Element. • In conjunction with Mixed Companies, policies, guidelines and technical standards in Industrial Safety of PDVSA are being established. • Progress is being made in the update of the Integral Risk-Management System enabling PDVSA organizations to perform systematic and effective management of the plans and programs required to prevent and control security risks and health of employees, integrity of facilities and equipment, environment and social surroundings. • “Instituto Nacional de los Espacios Acuáticos e Insulares (INEA)” recognized the Aquatic Safety Management of PDVSA as focal point for management of inter-institutional relations relating to Maritime Safety in the aquatic sector where the industry carries out its business. • A master agreement for Certification of People of Sea in the aquatic sector was prepared in conjunction with “Universidad Marítima del Caribe” in the aquatic sector of PDVSA. • Participation of the aquatic sector of PDVSA with the National Armed Forces in projects such as the Maritime Traffic Control System; and the National System of Protection and Fight against Hydrocarbon Spills. • The work of Industrial Safety was integrated with the Presidential Commission on Chemical Security and Technical Support Group of the Ballast Water Management Program, to consolidate prevention efforts with regards to Aquatic Safety. • 12 participants received training and certification in open-water search and rescue as a pilot plan for Coast Guard staff, Firefighters of PDVSA and community volunteers with the participation of the national company YMCA. This pilot plan will be expanded in 2008. • Diagnosis of aquatic operations was performed for certification of 421 boats operating in Lago de Maracaibo to ensure operating continuity and compliance with current laws. Under the plan, support was provided in training 119 professionals from the areas of Industrial Safety, Infrastructure and Projects in Studies on Risk-Control Engineering and Cost Benefits to ensure reliability and feasibility of the projects of the Plan To Sow Petroleum. 8. Social Development Based on the social responsibility of PDVSA, established in articles 302 and 211 of the Venezuelan Constitution and article 5 of the Organic Hydrocarbons Law, referring to the involvement of PDVSA in the social and integral development of the country, and for the purpose of supporting work or services aimed at the Development of Infrastructure and Roads, agriculture, health and education, and any other productive investment in Venezuela, PDVSA takes part in different programs established by National Government. Contributions for social development made by PDVSA are divided into expenses incurred in missions, contributions to communities and other, contributions to FONDEN and expenses for social development incurred through trust funds with government financial entities. Expenses incurred in missions, contributions to communities and other are directly recorded as expenses for social development at the time disbursements are made. Contributions to FONDEN correspond to disbursement to be transferred to said entity in accordance with the law governing its creation dated September 8, 2005 and expenses for social development incurred 86 through trust funds, except for those corresponding to FONDESPA, are directly recognized as expenses for social development at the time the disbursements are made, thus the trustors and beneficiaries are administratively responsible of the funds. Contributions to FONDESPA are recognized as restricted cash, long-term accounts receivable from performing entities or as expenses for social development in accordance with conditions set forth in the respective agreements, and the same are controlled and reinforced in the Consolidated Financial Statements through the subsidiary CVP. In 2007, PDVSA made contributions for social development of the country of $13,897 million as summarized below: • 5,693 million dollars to Social Programs: Misión Ribas, Misión Sucre, Misión Milagro, Misión Vuelvan Caras, Misión Guaicaipuro, Misión Barrio Adentro (phases I, II and III), Misión Identidad, Misión Mercal, Misión Ciencia, Plan de Vialidad, Aportes a Comunidades, Centers for Endogenous Development. • 1,443 million dollars for Special Investment Plans: Vivienda y Hábitat (524 MMUS$) and Fondo para Financiamiento de Proyectos Agriculturales (919 MMUS$). • 6,761 million dollars for “Fondo de Desarrollo Nacional (FONDEN)”, entity created by the Venezuelan Government for the purpose of completing infrastructure work, which include Hospital Cardiológico Infantil “Dr. Gilberto Rodríguez Ochoa”, subway lines 3 and 4 of “Metro de Caracas”, Los Teques, Maracaibo and Valencia, Trolebús Mérida, railway Caracas – Tuy Medio, as well as diverse plants and centers for generation of electricity being built in different regions of the country. 87 A summary of contributions for social development of the country, made by PDVSA from 2001 to 2007 is shown below: (1) Accrued disbursement of US$ 38,090 million, contributed by PDVSA for the seven years from 2001 to 2007 correspond to sums actually paid each year. These amounts slightly differ from those shown in the Consolidated Financial Statements of PDVSA and its Subsidiaries, since in accordance with generally accepted accounting principles, certain disbursements are recognized as expenses in years different from those in which payments were made. The objects and impacts of contributions by PDVSA to Missions carried out by the Bolivarian Government of Venezuela are summarized below: • Misión Ribas This mission is aimed at all individuals who have not completed high school. Resources allocated from 2003 to 2007 have amounted to $1,136 millions, which have translated into an average of 150,000 per month, conditioning of 30,618 education spaces, as well as incorporation of 30,340 facilitators. As of 2007, a total of 1,207,076 students have taken part in this program, and 947,131 participants at a national level have received High School Certificates. 88 • Misión Mercal The fundamental purpose of this mission is marketing and trading first-necessity food products to maintain supply for the Venezuelan population, especially those with limited economic resources. Through this mission, PDSA supports the Seguridad Alimentaria Plan at a national level by making contributions to “Fundación Programa de Alimentos Estratégicos (FUNDAPROAL)”, “Mercado de Alimentos, C.A. (MERCAL)” and “Corporación de Abastecimiento y Servicios Agrícolas (LA CASA)”. From 2004 to 2007, the sum of $1,690 million has been allocated for the conditioning of 15,744 locations at a nationwide level, purchasing of 60 trucks, 3 packaging plants and 6,004 food houses have begun operations. The population benefiting from these contributions is approximately 15,913,000 Venezuelans throughout the national territory. Approximately 1,314,000 MT of food was traded. In 2007, support was provided to carry out 305 “megamercales”. • Misión Barrio Adentro I, II and III Misión Barrio Adentro I ensures access to health services through primary care. Misión Barrio Adentro II contemplates recovery of outpatient centers and construction of popular clinics and integral diagnosis centers. Misión Barrio Adentro III focuses on reformulation of modules for assistance, management and upgrading of infrastructure and technological equipment of public hospitals. Contributions made from 2003 to 2007 have been $5,569 million, which has enabled construction of 1,000 assistance modules, 21 popular medical offices, 48 medical offices, 183 centers for integral rehabilitation and 6 high-technology centers, among others, in addition to financial resources provided for operating expenses of Hospital Cardiológico Infantil “Dr. Gilberto Rodríguez Ochoa”. The population receiving these medical services amounts to approximately 18,366,000 persons. • Misión Vuelvan Caras The resources allocated to this mission are aimed at training youths and adults (lancers) in common-interest trades and the creation of cooperatives to ensure the creative participation of the population in the production of goods and services, as well as to grant scholarships to lancers, instructors and supervisors, and to supply materials and machinery. From 2004 to 2007 the sum of $661 million has been allocated. There are 264,720 certified lancers, who have created 6,814 cooperatives, 130 nuclei for endogenous development, 2,567 facilitators and 1,546 consultants; likewise, 202,452 scholarships have been granted to breadwinners and 147,548 scholarships have been granted to persons who are not breadwinners. In 2007, the purchase of a Building for Informal Economy was made to transform informal economy to popular economy in the Libertador Municipality and benefiting over 4,000 thousand families. • Misión Milagro The contribution to this mission from 2005 to 2007 has been $150 million. Its main purpose is to perform surgical operations on eye pathologies (cataracts, pterygium and palpebral ptosis) free of charge. To support this mission, Ramp 4 at airport “Simón Bolívar” has been conditioned as well as the General “José Antonio Anzoátegui” airport, in addition to all the necessary logistics to facilitate transfer of patients to the Republic of Cuba. This mission has solved sight problems of over 57 thousand Venezuelan patients. • Misión Guaicaipuro Its purpose is to restore all of the rights of the indigenous peoples and communities of Venezuela in accordance with the Venezuelan Constitution by restoring constitutional rights, economic development, and delimitation of land, strengthening their identities, tongues, education, habitat and other aspects. In the 2005 – 2007 period, PDVSA has contributed $11 million to this mission. 89 • Misión Sucre This mission ensures access to university education to all high school graduates who have been unable to enroll in a university and provides infrastructure for higher education, including, Universidad Bolivariana de Venezuela, Maturín Campus. Contributions to date have been $784 million, and 330,346 have benefited from this mission. In addition to these contributions, PDVSA has assigned its own infrastructure in the Metropolitan Area of Caracas to be used as campus for Universidad Bolivariana de Venezuela – UBV (Edificio Chaguaramos), Universidad Nacional Experimental de la Fuerza Armada – UNEFA (Edificio Chuao) and Colegio Universitario de Caracas – CUC (Edificio Sucre). • Misión Identidad From 2003 to 2007, the contribution allocated has been $45 million for registration, control and issuance of identity cards to more than five million persons. • Misiones Robinson I and II These missions are aimed, in the first phase, at fighting illiteracy in the Venezuelan population and, in the second phase, at completing of elementary education (6th grade level) to achieve a “Territory Free of Illiteracy”, for which $72 million have been used. • Misión Revolución Energética Launched on November 17, 2006 by the President of The Bolivarian Republic of Venezuela, this mission is being carried out by the Ministry of Popular Power for Energy and Petroleum, with its purpose being to create awareness on the importance of energy by replacing incandescent light bulbs with 82 million energy-saving bulbs to lower the consumption of electric energy at a nationwide level. From these energy-saving bulbs, 15 million were for the Mercal network. It should be noted that this substitution was free of charge; in addition, the lighting system for Av. Bolívar in Caracas was installed. From 2006 to 2007, a total of $429 million has been allocated. • Misión Árbol Misión Árbol was launched on June 4, 2006 to build awareness amongst the population of forests, ecological balance and recovery of degraded spaces. In 2007 PDVSA contributed $12 million. The resources allocated have enabled performance of 583 educational and community projects for production of plants and 25,780 seeds were collected. • Other Missions PDVSA has allocated resources to Misión Ciencia ($319 million) y a la Misión Vivienda ($197 million), Misión Música ($43 million), Obras Hidráulicas ($50 million), supporting other state organisms in to meet their goals and purposes. • Centers for Endogenous Development From 2005 to 2007, PDVSA has allocated $232 million to create and consolidate the following Centers for Endogenous Development, which have facilitated social, cultural and economic transformation so that organized communities can develop their agricultural, industrial, tourist and other potentials through sustainable projects: 90 Center for Endogenous Development Fabricio Ojeda PDVSA made contributions and donated its facilities to the Center for Endogenous Development Fabricio Ojeda, the former “Nueva Caracas” Filling Plant, in the west of Caracas. For 12 years, this plant was Idle because of the increased population in its surroundings. To date, 10 projects have been performed in this Centers: Popular Clinic Fabricio Ojeda, Popular Drugstore, Textile Production, Shoe Wear Production, Agricultural Sector, Súper Mercal, Cooperative Pharmacy, Sports Facilities, Community Square and Information Stand. Endogenous Development of the Boconoíto – Puerto Nutrias, Barinas State Axis Performance of ten (10) Centers for Endogenous Development was launched to reinforce sustainable production areas, housing and habitat, food, education, community organizations, health, culture and sports, services and science / technology, elements that make the project feasible and sustainable. Some of the advances and benefits obtained in 2007 are the following: Construction of 1,116 Homes, Expansion and Construction of 34 schools, Creation and Inauguration of three (3) Community Radio Stations, Reinforcement of Agricultural and Production Activities in the different Nuclei for Endogenous Development of the Axis, Construction and Re-adaptation of twelve (12) Multiple-Use Sports Facilities, Construction of two (2) Sports Fields and one (1) Softball Stadium, Re-adaptation of two Feeding Houses, Construction of the first phase of the Mercal Storage Center, purchase of ten (10) Motorized Units for the Municipal Police of Barinas, Construction of the Passenger Terminal of the City of Barinas and Construction of 20 bus stops. Center for Endogenous Petrochemical Development From 2006 to 2007, PDVSA made contributions to endogenous development projects associated with industrial activities in the area of petrochemicals, located at Complejo Petroquímico de El Tablazo, Miranda Municipality, Zulia State, as well as the Industrial Zone of Guacara, Carabobo State. The following projects have been carried out: Construction of Industrial Field Ana María - CIAMCA Field (manufacturing of syringes), Manufacturing of Plastic Houses (Petrocasa) and Polymer School. Center for Endogenous Development Santa Inés PDVSA encourages in this Center for Endogenous Development, located in Barinas State, land of Zamora, the following actions in benefit of the community: In this center, health and education committees were created, as well as urban land (ownership of land was regulated) and technical water tables. Organization workshops were imparted to Communal Councils and cooperatives from different areas. With regards to education, productive farms at schools were implemented. Education units were reconditioned and received supplies to become Bolivarian Schools. Construction of the University Village took place, as well as implementation of an information center and conditioning of Multihogar. Health has been benefited through re-adaptation and stocking of the Rural Outpatient Center of Santa Inés and construction of the Integral Medical Assistance Office of Misión Barrio Adentro I, in the Gallegos Pagüey Sector. Likewise, medical and eye programs were performed through Misión Milagro. The productive system is fostered by Integral Farm Ezequiel Zamora, comprised of several components, including the following: poultry warehouse, planting of vegetables, grass and ”cachamas”. The pig farming component has a bio-digestion unit for production of biogas; 91 lombriculture for production of organic fertilizer; artificial insemination for increase and improvement of dual-purpose herd, as well as implementation of an artisan cheese factory. The presence of “Mercal” helps local producers market their excess production. Sports have been reinforced as well as culture through creation of spaces for both, including revamping of facilities and provision of supplies and implements, as well as a journal, “Santa Inés Avanza”, for internal distribution. Habitat is also being addressed as shanty houses are being replaced with dignified homes. In the case of urban area Ezequiel Zamora, assistance was provided in relation to electricity and pavement. With regard to public services, a PDV module was installed to provide distribution of fuel and lubricants, as well as light mechanical services and supply of automotive and agricultural spare parts. In the aqueduct of this zone, a water chlorination system was installed; containers and waste collection trucks were allocated and a system for waste water collection was installed; an agreement was executed with the rural police and Mayor’s Office of Zamora for security and support. In addition, an office of Banfoandes was opened, through which loans have been granted to small and medium-sized producers of the zone. Public roads were readapted through an agreement with the 6th Group of Army Engineers, from Santa Inés to the Santa Lucía crossroads. This effort includes leveling of the driving road, recovery and improvement of rain water drainage and placement of a network of bus stops. Center for Endogenous Development Campo de Carabobo The purpose of this center is the landscaping recovery of the Monumental Zone of the Carabobo Battlefield. The main activities include the following: Building 3,500 linear meters of sand walkways and one (1) warehouse (direct beneficiaries: 33 partners of construction cooperatives). Center for Endogenous Development Madre Vieja Promotes socio-productive activities of Sabaneta Parish, Alberto Arvelo Torrealba Municipality of Barinas State, fostering agricultural harvesting. • Ethanol Project As of 2007, financial resources were delivered to “Corporación Venezolana Agraria (CVA)” of $160 million to be used in the project for production of alcohol for fuel purposes, based on sugar cane, to meet the demand of ethanol of PDVSA until 2010, estimated at 20 thousand barrels per day. • Public Roads Plan From 2005 to 2007, PDVSA contributed resources of $218 million for Infrastructure and Roads through several Agreements with Governor’s and Mayor’s Offices for performance of the following work: • Re-adaptation of the main road San Silvestre, San Rafael de Canagua, El Toreño Santa Lucía and road Santa Inés, in Barinas State. • Construction of sidewalks in Operations Theaters 1 and 2 in the Sectorial Service Office and the Engineering Division of the Ministry of Defense. • Re-adaptation, surfacing and repair of roads and bridges in the states of Cojedes and Barinas. 92 • • • • • • • • Repair and improvement in roads of Bolivar State. Expansion of the air terminal of Maiquetía Airport for support of missions. Re-adaptation of 42 kilometers of roads Dos Caminos-Boro-Las Veritas-Iracurarigua, Torres Municipality to Morán Municipality of Lara State. Francisco Fajardo Highway, Prados del Este Highway. Re-adaptation of main road 17 Lara – Zulia. Maintenance and re-adaptation work of 301kilometers of TO19 in Apure State. Contribution to Public Roads Plan of 2005 in relation to work in different states and municipalities throughout the national territory. Resources delivered to Fundación Propatria, MINFRA. Contributions for José Antonio Páez Highway. Contribution to Communities From 2001 to 2007, PDVSA has allocated $1,293 million, used for different cases, as specified below: Health: 5,734 cases treated • • • • • • • Chemotherapy and Radiotherapy. Medical Treatments. Heart Surgeries. Trauma-Related Surgical Interventions. Craniotomy. Bone Marrow Transplants. Cochlear Implants. Supply of Materials and Equipment: 217 cases attended • • • Supply of medical surgical material. Supply of medical equipment for daily use: crutches, wheelchairs, antieschar mattresses, splints, etc. Supply of implants and hearing aids. Institutional Support: 76 cases treated • • • Equinotherapy scholarships for children with cerebral palsy. Donations to Government and Non-Government Entities such as Non-Profit Foundations and Civil Associations, Hospitals Luis Razetti, José Gregorio Hernández, Pérez de León, Domingo Luciani, Magallanes de Catia, José María Vargas, Hospital Militar Carlos Arvelo, Manuel Núñez Tovar, José Ignacio Baldó del Algodonal, etc. and Bolivarian Schools. Programs for the supplying of eyeglasses, medicine and toys. In addition, as of 2007, PDVSA has allocated financial resources and support with human resources and logistics for community support: • • • • • • Conditioning of Hospital Modelo de Mariara, Carabobo State. Electricity services for communities of rural zones in Barinas and Apure States. Completion of Guasdualito Market, Apure State. Contribution to the Fishing Association of Amuay, Falcón State. Project for Recreational and Tourism Area Generalísimo Francisco de Miranda, Colina Municipality Colina, Falcón State. Improvement to infrastructure of Fundación del Niño of Anzoátegui State. 93 • • • • • • • • • • Pavement Plan, Falcón State. Support to Nucleus for Endogenous Development Fabricio Ojeda, Libertador Municipality, Metropolitan Area. Construction of 2 Gabion Dams for Control of Sediments of the Micro basin of Hospital El Algodonal. Conditioning of Círculo Militar de Caracas, Proyecto Adecuación Eléctrica, Aire Acondicionado, Infrastructure work of Salón Venezuela. Community Program Moral y Luces in schools of the Metropolitan Area, improvement and reconditioning and provision of school supplies. Performance of 40 mega – programs performed in the Central, Metropolitan and West regions, in which approximately 123,000 persons were treated. Donation of 4.62 million liters of fuel and lubricants. Adaptation of schools and sports complexes that generated 78 direct and 162 indirect jobs. Adaptation of the Module for Aviation Supply in Caicara del Orinoco, for the purpose of providing basic aeromedical transportation and logistics in Indigenous Communities and the Armed Forces in Border Areas. This action is established in the Strategic Plan for Development and Consolidation of the South of the Country. FONDEN The Reform of the Central Bank of Venezuela Law (BCV), effective since July 20, 2005, established a new process for foreign currency transactions of PDVSA. Under this new provision, PDVSA is under the obligation of selling to BCV only income in foreign currency necessary to meet its obligations in local currency. The remaining sums in foreign currency may be held by PDVSA to meet its obligations and investments in foreign currency. Any excess must be transferred by PDVSA to “Fondo de Desarrollo Nacional (FONDEN)”, an entity created by National Government on September 8, 2005, to support the social projects with productive investments, education, health, attention to special situations and improvement of the profile and balance of the foreign public debt. From the creation of FONDEN, PDVSA has allocated $15,141 million, as follows: YEARS Contributions to FONDEN (MMUS$) 2005 2006 2007 1,525 6,855 6,761 TOTAL CONTRIBUTIONS PDVSA 15,141 Likewise, Fonden receives resources from BCV in accordance with current laws and foreign currency agreements. The total resources contributed to Fonden, have been allocated by National Government, to the following projects and other: Main Projects Funded by FONDEN (MMUS$). Information supplied by FONDEN Allocated Performed 2005 -. 2007 % Completed Line III section El Valle - La Rinconada 439 376 86 Line IV Section Capuchinos - Plaza Venezuela 335 244 73 94 Maracaibo Subway 255 235 92 Valencia Subway 194 146 75 Los Teques Subway 328 251 77 Road System of Third Bridge over the Orinoco River 285 251 88 364 339 93 733 672 92 Acarigua – Barquisimeto Highway 55 43 78 Readap. of Central Western System "Simón Bolívar", section: Puerto Cabello - Barquisimeto and Yaritagua – Acarigua 211 50 24 Metro Cable System San Agustín del Sur 57 10 18 Metro Light System Caracas Guarenas Guatire 250 196 78 Line V Caracas Subway Bello Monte Parque del Este 157 119 76 Line II Los Teques Subway 235 120 51 Termozulia Thermoelectric Plant 282 201 71 Thermoelectric Plants Ezequiel Zamora and Alberto Lovera 15 12 80 Consolidation of Distribution Networks of Monagas and Delta Amacuro States 90 76 84 Electricity Service of Apure State 126 126 100 Expansion Project of Pequiven Plant in Morón 441 303 69 Energy Revolution 767 766 100 Expansion of Polyethylene Plant 73 72 99 Road System of Mixed Bridge over Orinoco River 631 574 91 Hydroelectric Central Macagua I 126 74 59 Steel Concentration Plant 125 64 51 National Steel Company 124 - - Seamless Tube Plant 25 - 1 Inst. Plant for Production of Rails 4 - - Const. Aluminum Lamination Center 130 2 2 National Telecommunications Network 144 41 28 382 - - Cons. of Central Railway System "Ezequiel Zamora" Section: Caracas - Tuy Medio Central Ezequiel Zamora section: Puerto Cabello – La Encrucijada Barrio Adentro IV 95 Capitalization of Banco Agrícola de Venezuela 326 326 100 327 327 100 90 36 40 3,252 3,251 99 First phase of Construction of Homes and Urbanism of Housing Development of Ciudad Zamora, Cúa, Miranda State. 45 25 56 8,822 houses for completion of Work of Cycle Closing Program 137 117 85 158 113 72 Compensation to Families for Subsidence in Lake of Valencia. 115 96 83 Emergency Axis 87 87 100 INAVI work for construction and completion of 7,292 houses (end of cycle). 193 143 74 Barrio Adentro II 191 127 66 Continuation of Program VENESAT I (Implementation of Simón Bolívar Satellite System) 137 120 88 3,677 2,086 57 Capitalization of Fondo de Desarrollo Agropecuario, Pesquero, Forestal y Afines Completion of Phase I of Sanitation Project of Guaire River Basin Beginning of Process to Restructure Public Debt Construction of new development and purchase of houses in primary market to assist and relocate the inhabitants of Nueva Tacagua, Barrio Nueva Esparta, Ojo de Agua, etc, because of the emergency in Jan. 2006. Projects of the Ministry of Popular Power for Defense • FONDESPA “Fondo para el Desarrollo Económico y Social del País (FONDESPA)” was created in 2004 to comply with the proper use of income from hydrocarbons in the national economy, placing oil resources at the service of the country to build a new economic model eliminating situations of disparity. A summary of the contributions of PDVSA to FONDESPA, in the years 2004, 2005, 2006 and 2007 follows: MMUS$ Years Contributions Made Allocated by National Government Accumulated Performance as of 2007 % Completed 2004 2,000 2,000 1,874 94 2005 2,000 2,000 1,847 92 2006 229 229 4,229 4,229 96 3,721 88 These resources have been allocated to projects in the following areas: Project Area Roads and Infrastructure Public Transportation Allocated Nat. Gov. 763 Performed 2004 - 2007 644 % Completed 1,107 1,027 93 806 793 98 586 559 95 104 92 88 Electric Energy Endogenous Development, Agro industry and Medium-Sized Companies Communications, Studies and Environmental Domestic Agricultural Development 84 304 303 99 Basic Industries 32 7 22 Public Banking 50 50 100 231 - - 50 50 100 196 196 100 4,229 3,721 88 National Defense Regional Integration & Unity Fondo de Inversión y Desarrollo Garantía Nacional A detail of projects being performed with contributions of FONDESPA by area is shown below: Public Roads and Infrastructure Amount Allocated Gran Mariscal de Ayacucho, AragüitaHiguerote Highway Roads limiting Cojedes: Dos CaminosS.J. de los Morros San Cristóbal-La Fría Highway Antonio José de Sucre Cumaná-PLC Highway Gran Mariscal de Ayacucho Highway (Section T8) Machinery and/or Equipment MINFRA José Antonio Páez Highway Main Agricultural Roads of Barinas State Expressway San Cristóbal-Ureña Financial Performance % Compl Performing Entity eted 225 192 85 INVITRAMI 100 81 81 FONTUR 73 59 81 IVT 58 41 71 SAVES 52 52 100 COVINEA 99 49 87 43 88 88 FONTUR FUND-PROPAT. 37 34 92 INTRAVIAL 27 15 56 IVT 97 Road Morón-Boca de Aroa-Tucacas 11 10 91 INVIALFA Navigation Channel of Orinoco River (Central and Eastern) Road Encontrados - El Cruce 29 29 100 INC 3 1 33 FONTUR 763 644 84 Public Transportation Projects CONVIASA airline Maracaibo subway Mass Transportation of Barquisimeto Los Teques subway Continuation of Linear System work of TROLEBUS Mérida Continuation of Railroad Caracas Tuy Medio stage I-II Railroad system section Pto. Cabello – La Encrucijada Re-adaptation of Railroad System C.O. Simón Bolívar Railroad Project section of Section Chaguaramas – Las Mercedes Railroad Project section Turén – El Baúl Railroad Project section La Encrucijada – S.F. de Apure Changes and Update of Guayana Dragging Amount Allocated Financial Performance 59 50 59 49 % Compl eted 100 98 257 257 100 TRANSBARCA 50 50 100 M. LOS TEQUES 36 32 89 TROLMERIDA 273 272 99 IAFE 50 50 100 IAFE 80 80 100 IAFE 85 75 88 IAFE 40 - - IAFE 120 100 83 IAFE 7 3 43 INC 1.107 1.027 93 Performing Entity CONVIASA METRO MCBO Electric Energy Projects Combines cycle plant Termozulia Thermoelectric Plant Ezequiel Zamora Thermoelectric Plant Pedro Camejo Electricity Generation Plant Palavecino Hydroelectric Central Fabricio Ojeda ( La Vueltosa) Work in the areas of energy transmission and distribution Communal Projects for Energy Tables Hydroelectric Central Masparro Amount Allocated Financial Performance 195 195 % Compl eted 100 140 129 92 CADAFE 107 107 100 CADAFE 55 55 100 ENELBAR 40 40 100 CADAFE 245 243 99 CADAFE 19 19 100 5 5 100 98 Performing Entity ENELVEN CADAFEENELBAR CADAFE 806 793 98 Projects for Endogenous, Agro industrial and Medium-Sized Company Development Endogenous development Patria Bolivariana Fondo de Desarrollo Metalmecánico y Agroindustrial Construction of Cement Plant Additional Resources Misión Vuelvan Caras Recovery of Facilities of Fuerte Mara Purchase of Iran Machinery Irrigation System Diluvio – El Palmar Agroindustrial and Sugar Complex Ezequiel Zamora Sugar Complex Río Cojedes Resources for Cereal and Oil Seed Companies Resources for Milk Companies Reactivation of Productive Apparatus of the Zulia Region Industrial Conditioning and Exploitation of Products for Endogenous Development Amount Allocated Financial Performance % Compl eted Performing Entity 6 6 100,00 CORPOZULIA 22 20 91 CORPOCENTRO 85 85 100 CVG 188 184 98 MINEP-FONCREI 10 10 100 CORPOZULIA 52 48 92 FONCREI 58 58 100 INDER 87 84 97 CAAEZ 18 6 33 CVA 6 6 100 CVA 2 2 100 CVA 50 48 96 CVA 2 2 100 FONCREI 586 559 95 Communication, Analyses and Environmental Projects Sanitation of Río Guaire Resources for VIVE TV project Geological Exploration and National Database Additional Resources Tele Sur Amount Allocated Financial Performance 60 19 58 19 % Compl eted 97 100 14 4 29 INGEOMIN 11 104 11 92 100 88 TELESUR 99 Performing Entity SAMARN COVETEL V. Energy Cooperation Agreements The energy integration of the people of Latin America and the Caribbean is fostered by the Venezuelan Government through Petroamérica, an initiative part of Alternativa Bolivariana para los Pueblos de Nuestra América (ALBA). ALBA is an initiative to blend the countries of Latin America and the Caribbean into a single economic, political and social block, based on justice, solidarity, equity, cooperation, complementarity, common will to advance, equal development and respect of the sovereignty and self-determination of the people, with emphasis on human, social, political and economic development. Petroamérica is a geopolitical enabler aimed at the establishment of methods for cooperation and integration, using energy resources of the regions of the Caribbean, Central America and South America. The sub-regional initiatives merge into Petroamérica: Petrocaribe, Petroandina and Petrosur. Petrocaribe: The purpose of Petrocaribe is to solve asymmetries in the access to energy resources, through a new favorable exchange structure based on fairness among the countries of the Caribbean region, most of which are consumers of energy and without state control on the supply of hydrocarbons. This group is comprises by 16 countries: Antigua and Barbuda, Bahamas, Belize, Cuba, Dominica, Granada, Guyana, Nicaragua, Jamaica, Dominican Republic, Saint Vincent and the Grenadines, Saint Lucia, Saint Christopher and Nevis, Surinam, Haiti and Venezuela. Petrosur: The purpose of Petrosur is to establish methods of cooperation and integration between Brazil, Argentina, Uruguay and Venezuela, based on complementarity, making fair and democratic use of energy resources. Likewise, the negative effects on countries of the region from energy costs are minimized by decreasing cost of transactions (eliminating intermediation), access to preferential financing and use of commercial synergies to solve economic and social asymmetries of the region. Petroandina: The purpose of Petroandina is to foster energy interconnection and joint investment in economic, social and energy programs among Bolivia, Ecuador, Colombia and Venezuela, leveraging joint economic and social development, under the principles of solidarity, complementarity and mutual support. Supply Agreements: The main hydrocarbon supply agreements under the Energy Cooperation Agreements entered into by Venezuela and countries of the Caribbean, Central America and South America are shown below: 100 ENERGY COOPERATION AGREEMENT WITH PETROCARIBE: Executed on June 29, 2005 between the National Government and countries of the Caribbean, this agreement establishes the creation of the ALBA-CARIBE Fund, aimed at financing social and economic programs with contributions from financial and non-financial instruments, contributions that may be accorded from the funded portion of oil invoices and savings from direct trade. Furthermore, Petrocaribe improves the benefits established in the San José Agreement and the Energy Cooperation Agreement of Caracas. Likewise, it grants preferential credit terms to countries of the Caribbean with lesser relative development based on bilaterally agreed installments. In addition, financing terms are offered with percentages determined in accordance with the price of barrel of the Venezuelan basket for a period term from 17 to 25 years, which include two years of grace and application of an interest rate of 1%. 101 Likewise, this agreement establishes a system to offset debts in which Venezuela may accept trade of goods and services at preferential prices as payments. Some of the products that Venezuela may acquire include sugar and bananas. CARACAS ENERGY COOPERATION AGREEMENT (ACEC): Executed on October 19, 2000 by National Government and countries of Central America and the Caribbean, it has been performed in several stages because of the willingness of the Venezuelan state to expand coverage of the agreement to any countries requesting it and meeting the requirements and conditions to become beneficiaries. In the first phase, the agreement was executed by Dominican Republic, Guatemala, Costa Rica, Panama, El Salvador, Jamaica, Haiti, Honduras, Nicaragua, Barbados and Belize. In subsequent phases, it was signed by Bolivia, Paraguay and Uruguay. These agreements vary in supply volumes, with regards to energy structures, characteristics and internal consumption of each country. It establishes the sale of crude oil or refined products payable in a term of up to 15 years, a grace period of one and a half years and an average annual interest rate of 2%. This agreement works in parallel manner with the San José Agreement and complements it. Furthermore, this agreement establishes that its application will be exclusively for the public entities supported by the Venezuelan state and the country executing it. Invoicing of sales will be made based on the international market reference price. Likewise, payment of interest and principal may be made through commercial channels to offset balances, provided that such are requested by the state. INTEGRAL COOPERATION AGREEEMENT (CIC): On October 30, 2000, the presidents of Cuba and Venezuela entered into an agreement in which they undertake to prepare and develop, under mutual agreement, cooperation projects and programs. This mechanism establishes the sale of crude oil by Venezuela of up to 92 MBPD, under a mixed short-term and long-term structure. Under the Integral Cooperation Agreement executed between Argentina and Venezuela, on April 6, 2004, the general framework was established to carry out energy cooperation through annual fuel supply of up to 8 MBPD of fuel oil and 1 MMB of gas oil. SAN JOSÉ AGREEMENT (ASJ): Executed on August 03, 1980, this agreement is aimed at ensuring the supply of hydrocarbons to countries of Central America and the Caribbean to encourage social and economic development. This program is valid for one year. Under this agreement, Mexico and Venezuela, both on the list of main exporters of crude oil, jointly supply 160,000 barrels per day of crude oil or refined products, 80 MBPD each, to participating countries under special financing conditions and a plan to facilitate the development of energy projects. The financing structure ranges from 20% to 25% of the petroleum invoicing of each beneficiary country. 102 ENERGY TREATY OF ALBA (ALBA): On December 14, 2004 Venezuela and the Republic of Cuba issued a joint statement and announced the first agreement for application of the “Alternativa Bolivariana para la América (ALBA)”. Pursuant to article 3 of this agreement, on April 27 and 28, 2005, both nations prepared and approved the Strategic Plan for Application of ALBA, thus the initiative was formally established. One year later, in April 2006, the Republic of Bolivia executed this treaty. The Republic of Nicaragua adheres to in January 2007, and in January 2008 the Commonwealth of Dominica becomes a party thereto. In April 2007, during the V Summit of ALBA, Cuba, Bolivia, Nicaragua and Haiti, joined the Energy Treaty of ALBA, which establishes supply of 100% of the hydrocarbon demand of those countries from Venezuela and financing of 50% of the invoice generated. With the 50% financed, it was proposed to create a fund to encourage agricultural projects, production of food and small and medium-sized industry. The main purpose of this treaty is to ensure the balance of the current energy matrix of signatories based on the construction of an energy matrix of ALBA, based on rational use of energy, maximum savings and efficiency and development of alternative sources through the following fundamental axes: • Petroleum: Establishment of the Block of ALBA, in the Orinoco Oil Belt located in Venezuela, to obtain oil reserves to ensure the energy supply to member countries for the next 25 years. • Gas: Initiatives to facilitate gas supply to member countries as a source of economic energy that is less polluting, as well as development of projects to substitute liquid fuels, encouragement of household use, substitution of liquids currently used to produce electricity and development of a vehicle sector with use of vehicle gas. • Electric Energy: Encourage use of sources of primary energy at its disposal, and maximization of use of hydroelectric and thermoelectric energy, based on gas and combined cycles; replacement of liquid fuels with gas or other more economic fuels. • Alternative Energy: Foster development of joint projects and lines of research to promote use of all alternative energy available in territories such as geothermics, mini hydroelectric centrals, wind energy, solar energy, etc. • Energy Savings: Development of programs for substitution of devices with high energy consumption with other more efficient equipment; incandescent bulbs with energy-saving bulbs; high-consumption electricity generators with gas systems and combined cycles. Likewise, programs for industrial reconversion will be performed to complement the economies of member countries and take optimal advantage of the disposition of energy resources existing in its territory. PDVSA América S.A. On June 13, 2006, the Board of Directors of PDVSA approved the creation of PDVSA América S.A., to materialize and monitor the regional energy cooperation initiatives described above together with National Government in accordance with the guidelines issued by the Ministry of Popular Power for Energy and Petroleum. 103 The activities planned for the region, corresponding to all levels of the value chain of hydrocarbons, in addition to including projects as diverse as those associated with the electricity, agricenergy sectors, creation of trust funds for strengthening local economies and investment in social work, development of energy infrastructure, transfer of technology, training of human resources to strengthen the independence and sovereignty in terms of energy of each nation. Therefore, in addition to promoting energy cooperation, efforts are aimed at increasing the dynamics of the economic, political and social sectors of nations of Latin America and the Caribbean; fostering the establishment of a new global energy map, as part of the diversification of markets strategy encouraged by Venezuela. 104 VI. New Business a. Oil Service Companies Aligned with the strategies of National Government, PDVSA develops projects and methods to encourage the industrial development of the country, with sovereign and humanistic criteria and in harmony with the environment, respecting the vocations of the different locations of our country and supporting the construction of a new, socially inclusive economic structure. As part of the policies for recovery of National Oil Sovereignty and based on national complementary strategies, interdependence and international solidarity, PDVSA will incorporate companies to supply goods and provide services to leverage the strategic projects envisioned in the Plan To Sow Petroleum, through manufacturing, assembly, production and supply of goods, equipment, spare parts and necessary strategic materials for development of the oil industry, furthermore, it will provide strategic services to achieve full productive and technological sovereignty in those activities. In this connection, projects are launched to create long-term associations with domestic and foreign associations, under public and private “Empresas de Capital Mixto” manufacturing goods and rendering services in strategic sectors for performance of projects envisions in the Plan To Sow Petroleum. In addition, as part of the geopolitical strategy established by the state, since March 2006 energy cooperation agreements have been executed between Venezuela and the Republics of Argentina, Belarus, Mali, Angola, Malaysia, the Russian Federation, the Islamic Republic of Iran, the Arabian Republic of Syria, the People’s Republic of China and the Socialist Republic of Vietnam, and others, where there are opportunities to access technology and know-how in areas such as assembly and manufacturing of drilling rigs, offshore platforms, ships for servicing platforms, pipelines and others, and in the service sector: operation and maintenance of drilling rigs, well and seismic services. Under this approach, PDVSA created the Corporate Management of Oil-Service Companies to coordinate the creation of “Empresas de Capital Mixto”, with the mission of guiding and supporting the different businesses and subsidiaries in complying with strategic premises and fundamental factors for the creation of these associations: • • • • • • Constant and extended demand of goods and services of a strategic nature for the country, mainly in areas in which there is a high dependency on foreign companies. Goods and services not produced in Venezuela or under production shortages. Creation of capital-intensive companies. Transfer of technology and know-how by foreign partners. Use of capacities available in the domestic productive sector. Diversification of production with incorporation and development of organized communities. The objectives established by this entity include the following: • • Identify opportunities for creation of “Empresas de Capital Mixto” based on demand of goods and services required in the projects of the Plan To Sow Petroleum. Encourage through businesses and subsidiaries the creation of “Empresas de Capital Mixto” for manufacturing and assembly of goods and services with a socialist approach. 105 • • • • Generate synergies with brotherly countries and the domestic productive sector and environment to encourage transfer and development of new technologies. Leverage development of the supply chain of “Empresas de Capital Mixto”, ensuring spaces for participation and development of the domestic productive sector. Maximize the supply of goods and services of the oil industry through efficient operation of the “Empresas de Capital Mixto” created. Insert “Empresas de Capital Mixto” in the foreign market through export of goods and services of the oil industry to brotherly countries. Main achievements: • Coordination of the integral process for the creation of “Empresas de Capital Mixto” for the assembly and manufacturing of goods and provision of services associated with the operations of the business lines of Exploration and Production, Trade and Supply and subsidiaries CVP and Bariven, taking part in the phases of visualization and conceptualization of “Empresas de Capital Mixto”. “Empresas de Capital Social” assigned to the Hydrocarbons Division of PDVSA Industrial will assemble and manufacture drilling rigs, offshore platforms and ships for servicing platforms; manufacturing of large and small diameter pipelines, engines and parts, electrosubmersible pumps; and equipment for GNV (compressors and dispensers, cylinders, conversion devices, vehicles and gas engines). In addition, “Empresas de Capital Mixto” ascribing to the Electricity Division of PDVSA Industrial will manufacture energy-saving light bulbs and transformers. Furthermore, “Empresas de Capital Mixto” assigned to PDVSA Servicios will perform operations and maintenance of drills, seismic services and well services: cementation and stimulation, electricity registers and drilling fluids. • The visualization and conceptualization of projects for creation of “Empresas de Capital Mixto” were completed. These new companies will be ascribed to the home division of PDVSA Industrial for assemblying and manufacturing of furniture, household appliances and manufacturing of textiles and shoes, identifying opportunities for development of organized opportunities. • Different negotiations were made by businesses and subsidiaries where it provided advisory in the preparation of legal document templates (by laws and joint ventures) for the creation of “Empresas de Capital Mixto” based on current laws and fundamental aspects of economic and financial feasibility, which facilitated negotiation for association with foreign companies owners of technology in the strategic areas identified. • The Invitation Procedure for the incorporation into the Domestic Productive Sector was prepared for potential partners of the “Empresas de Capital Mixto” to be created; in addition, opportunities were identified for development of associations and small and medium-sized companies in the chain supply of “Empresas de Capital Mixto” to be created. • “Expo Feria Belarus 2007” was coordinated and the brotherhood bond and commercial relations between Venezuela and Belarus were reinforced. Approximately 1,200 products manufactured in that country were on display, and opportunities for new businesses and/or alliances for the technological development of Venezuela were identified. • Diagnosis of the situation of “La Petrolia” Park, located in Tachira State, was performed as part of the proposal for the creation of the Petroleum Museum in Venezuela. 106 By the end of 2007, Petróleos de Venezuela, S.A. had created subsidiaries PDVSA Industrial and PDVSA Servicios, to which “Empresas de Capital Mixto” manufacturing goods and rendering services will be ascribed. These subsidiaries will ensure efficient and effective operation of each of the companies as well as compliance with the purposes for which these are being created. PDVSA Industrial: This subsidiary incorporated in the fourth quarter of 2007 will be directed at developing the industrial capacity of the Hydrocarbons, Electricity, Home and other sectors, domestically manufactured goods with high quality, safety and environmental culture standards. These efforts ensure innovation and sustainability with the highest percentage of domestic value added, applying the principles of efficiency, efficacy and transparency. In addition, technological sovereignty is reinforced to contribute to the elimination of poverty and support the oil and nonoil productive activities, as well as subsequent exports to encourage and foster integration under a new international geopolitical model. Its scope includes promotion and involvement in and development of a national industrial web through creation of “Empresas de Capital Mixto” and Industrial sectors to support the activities of the value chain of PDVSA and its Subsidiaries, reducing dependency on external or monopolic supply sources for critical equipment. The following are defined as organizational principles: • • • • • • • • Foster technological sovereignty as a fundamental core of national policies. Development of industries supplying materials and equipment necessary for the country and reinforcing the Venezuelan industry. Structural enhancement, which translates into efficiency and productivity. Promote development of high-quality products, improving existing products under the highest worldwide levels. Transparency in use of resources and presentation of accounts. Development of businesses in accordance with the new legal framework governing “Empresas de Capital Mixto”. Reinforcement of agreements executed, and sponsorship of potential agreements, through maintenance of policies aimed at the development of industries and increase of value added and innovation of products between member countries of said agreements and conventions. Ensure integral development of employees, their family groups and neighboring communities referring to education, housing, health and entertainment under solidarity and cooperation principles. Impact: • Creation of 24 “Empresas de Capital Mixto” of the state for manufacturing critical goods in the operations of the Hydrocarbon, Electricity and Household sectors. • Generation of 9,870 direct jobs. • Creation and consolidation of the new productive model aligned with the socialist vision of production and supply of local and foreign markets. • Industrialization process incorporating the environmental factor as a first-order variable. • Decrease of imports of equipment and components that can be manufactured in the country. • Leverage of urban development of impact zones of PDVSA Industrial and its “Empresas de Capital Mixto” throughout the Venezuelan territory. • Reinforcement of the production capacity according to the potential demand of supplies caused by demographic growth. 107 • • • • Redirection of financial resources and human capital toward the industrial and productive sectors. Training of employees with high ethical and moral values, as well as, social responsibility in the different areas required, ,so that they can integrate with and commit to communities as actors for social changes. Satisfy the needs of the Venezuelan people by preparing products that comply with standards, procedures, methodologies, designs, programs and plans to aid in fulfilling the programs and plans of the country. Greater control over product and equipment quality control, generating their own innovative product technology. Main projects: PDVSA Servicios: This subsidiary was created in the fourth quarter of 2007, and its main purpose is to provide services specializing in the oil business areas of Exploration and Production, such as operation and maintenance of drills, electricity records, seismic services, drilling fluids, cementation and encouragement of other related services aimed at domestic and foreign sector, with high standards of quality, security, environmental culture, competitiveness and innovation to promote consolidation of technological sovereignty, increasing national value-added, applying ethical and moral principles to support the human needs of our people and supporting the National Plan for Economic and Social Development of the Nation. The following are its organizational principles: • • • Governance and participation. Transparency in use of resources and presentation of accounts. Structural optimization, which translated into efficiency and productivity. 108 • • • • • • Operation under the premises of operational reliability, environmental culture, security, high quality standards and certification of staff, equipment and tools. Alignments of strategies with the national development plan to ensure that the “Empresas de Capital Mixto” incorporated are efficiently distributed in a fair manner and in benefit of society as a whole. Development of businesses in accordance with new laws governing “Empresas de Capital Mixto”. Strengthening of agreements and sponsorship of potential through maintenance of policies aimed at providing of specialized drilling services to increase added value and innovation of products among the members of such conventions and agreements. High awareness of production sovereignty and encouragement of investment of national capital. Commitment with the people. This plan, structured in 2007, brought about creation, in association with the Republic of Belarus, of the Mixed Capital Company “Sísmica Bielovenezolana S.A.”, which will provide seismic services. b. Social Production Companies The Social Production Companies program of PDVSA was approved by its Board of Directors in October 2005. The Social Production Companies program in the Plan To Sow Petroleum is the core of the new economic and social model of the country to be applied in hiring all goods, work and services. This program is based on six guidelines: 1. Registry of Social Production Companies 2. Social Offer 3. Social Fund 4. Financing of Social Production Companies 5. Promotion, development and support of Social Production Companies 6. Projects to stimulate Development of National Capacities 1- The Registry of Social Production Companies receives, organizes and centralizes information on companies deciding to ascribe to the Social Production Company program, with the commitment of social responsibility through which these opt to become suppliers of PDVSA. From the beginning of the Social Production Company program and until the end of 2006, a total of 2,073 productive companies were accounted for. By the end of 2007, 4,593 productive companies were reported which are part of an overall total comprised of Social Production Companies and Companies Promoting Social Production Companies of 6,666 companies qualified and formally registered to take part in the bidding processes of PDVSA. From this number of Companies, from this number 54% (3,606) correspond to Companies Promoting Social Production Companies in charge of leveraging and transferring technological processes of the core activities of the industry, through support to Social Production Companies, a requirement for taking part in the bidding processes. The remaining 46% (3,060) correspond to Social Production Companies, characterized by their social character; in these companies, there is no social discrimination relating to employment or privileges associated with the top positions; instead, they maintain equality among its employees, based on planning grounded on participation under the regime of state and/or collective property. The geographic distribution of the 3,060 Social Production Companies recorded in the 20062007 term is represented by 1,310 Social Production Companies in the western region 109 integrated by the states of Apure, Barinas, Cojedes, Falcón, Mérida, Portuguesa, Táchira, Trujillo and Zulia. 658 Social Production Companies are in the Central Region comprised of the sates of Aragua, Carabobo, Capital District, Lara, Miranda, Vargas, Guárico, Yaracuy and Federal Dependencies; and 1,092 Social Production Companies are in the east region with the states of Amazonas, Anzoátegui, Bolívar, Delta Amacuro, Monagas, Nueva Esparta and Sucre. With regards to 3,606 Companies Promoting Social Production Companies, the distribution is as follows: 1,461 in the western region, 1,211 in the central region and 934 in the eastern region. - DISTRIBUCIÓN GEOGRAFICA 2- The contribution on Social Officer of the Social Production Companies has been averaged in accordance with the amount of the contract and located in a scale which has been allocated a percentage ranging from 2% to 5%. In 2007, the allocation of the Social Offer amounted to 213 MMM Bs. distributed into five (5) representative items and social impacts: Education 94 MMM Bs., Infrastructure 38 MMM Bs., Health 34 MMM Bs., Household 46 MMM Bs. and Public Roads 1 MMM Bs., in which over 90% of the social offer is aimed at Goods and the rest corresponds to projects and services. 3- The Social Fund is built from contributions of the Social Production Companies who are granted approval for a specified bidding process. These contributions are aimed at developing projects in communities and are calculated based on a percentage of the contractual amount accorded in the bid. The Social Fund was implemented in September 2006, with a sum at the end of that year of 5 MMMBs. of Social Production Companies and 15 MMMBs. of Companies Promoting Social Production Companies. By the end of 2007, the accumulated contributions of this fund were 24 MMMBs. for Social Production Companies and 174 MMMBs. for Companies Promoting Social Production Companies, resulting in an accumulated total from 2006 to 2007 of 222 MMMBs. In 2007, it was approved for the Social Fund to be managed under the trust fund in Banco del Tesoro, distributed as follows: 60% for endogenous development, 20% for Misión Ribas Productiva and 20% for construction of houses. 4.- The Financing Fund is a tool for the development of Social Production Companies through loans under special conditions to support its economic activity through the purchase of infrastructure, goods, technological support, working capital and training of human resources to improve its operating efficiency, thus resulting in an effective funding and support mechanism. As of the end of 2007, funding of 10 Social Production Companies project was approved for a sum of 3 MMMBs. for activities such as manufacturing metal mechanical parts, manufacturing mandrels used in artificial gas lift, repair services and maintenance of powered and nonpowered units, maintenance of barges and floating units. 5- From the beginning of the Social Production Companies program, it has been understood that the key element to support this new type of company is the promotion, development and support of Social Production Companies to facilitate transfer of know-how and technology from highly complex companies to companies with low complexity levels. In 2007 efforts concentrated on technical and economic, as well as social and organizational, activities of Social Production Companies. Related to the support process, PDVSA has invested 12,409 Man Hours in 617 Social Production Companies. 6.- Projects to stimulate Development of National Capacities. Its purpose is to carry out a plan for sustainable Productive Development by creating companies of “medium” and “high” complexity” which, in turn, promote transfer of know-how to create a solid, competitive and functional network that may be linked to other industrial sectors of the country. 110 • Naval Industry. Specifications were prepared for the construction in the country of vessels for supply and support to offshore platforms; early storage of gas and compression of liquefied gas; proposals were made for construction of new vessels in the country to satisfy the demand of construction and maintenance of vessels required for the projects of the Plan To Sow Petroleum; preparation of training plans for the staff of shipyards, technical and traditional education institutes, national naval workshops and crew of vessels, which will boost the creation and training of new Social Production Companies. The survey performed identified the following demand in the naval industry: construction of twenty-five (25) support vessels, two (2) operation and maintenance shipyards, nine (9) floating dams and eight (8) vessels for anchor management. • Chemical materials for Exploration and Production. Opportunities were defined in three projects: asphaltene plugging, embeddings and corrosions and formation of emulsions. Promotion and support of 5 Social Production Companies and 4 Promoters of Social Production Companies for the transfer of 8 technological products of Intevep (Inteflow® Endrill®, Intebios®, Biorize®, Intav®, Greenoil®, Intecarb® and Multigel®) • Venezuelan Platform. Memoranda of Understanding were executed for discussion and subsequent creation of joint ventures of mixed capital with PDVSA to manufacture and build steel and concrete platforms and to include of cooperatives and Social Production Companies in surveys to evaluate and quantify domestic capacities and national participation of Gas Projects in Venezuela. • Regarding to Venezuelan Well Project. Technical workshop was established between PDVSA and business representatives of the sector of oil goods and services for identification of priority development areas. In the Apure Social District, substitution of flotation equipment is in casings was made. • Industrialization Initiatives of Hydrocarbons in the plastic sector. Integration work was continued with representatives of Asociación Venezolana de Industrias Plásticas (AVIPLA), Asociación Venezolana de la Industria Química y Petroquímica (ASOQUIM), Petroquímica de Venezuela, S.A. (PEQUIVEN), Corporación Americana de Resinas C.A. (CORAMER), Ministry of Light Industries and Trade (MILCO), Ministry of Science and Technology (MCT) and PDVSA, to define the strategic plans and course of action to activate the National Plastics and Rubber Sector as a platform for development of the National Plastics Plan. Likewise, support and advisory was provided to companies interested in developing transformation of polymers in finished goods. • Recovery Plant of Used Lubricant Oil: Completion of the process to choose technologies to recover lubricant bases API Groups I and II and completion of Phase I of the pilot study on generation sources of used oils in Guaicaipuro Municipality. Other activities fostered within the Social Production Program include the following: • Business Rounds which consist of informing on the demand of goods, projects and services of the public sector, which is part of the Exceptional Purchase Plans of the State, providing small and medium-sized companies, cooperatives, cooperatives adhered to the Social Production Companies program and alternative companies adhered to the Social Production Companies program with an opportunity to express their interest in taking part in contractual processes. From the Business Rounds held in Caracas, Puerto Ordaz, Puerto La Cruz and Ciudad Ojeda, 294 processes to be hired by PDVSA were recorded, an equivalent of 391 MMM$., which represents 69% of the total demand of the country. 111 Misión Ribas Productiva has a merging point with the Social Production Companies program of PDVSA. In 2007, macro and mini projects have been launched to expand the participation levels in the short and long term. The objectives for Misión Ribas Productiva are the following: • • • Strengthen and improve Misión Ribas so that it is an instrument of political, economic and social transition, toward Socialism of the XXI Century. Reinforce the consolidation of Community Production Networks. Incorporation of program contents of the Work Orientation structure with the study plan of Misión Ribas. To promote social and productive projects with participants in accordance with the needs, potentials and vocations of communities, six (6) macro projects were launched according to geographic blocks, which contribute to integral endogenous development: 1. Construction of houses, completion and implementation of a processing plant of solid waste and recovery of 500 hectares for sowing in cocoa in Miranda State. 2. Construction of houses, agricultural development and handicraft development in Zulia State. 3. Nautical and Fishing Project, La Guaira Shipyard in Vargas State. 4. Production of buffalo cattle and construction of homes in the Orinoco Delta. 5. Production of buffalo cattle and construction of homes in Mata de los Indios, Monagas State. 6. Multiple Agricultural Developments: Apure, Guárico, Barinas, Anzoátegui, Sucre, Monagas. From these macro-projects, a total of 136 projects are contemplated for an estimated sum of 6 MMM$., corresponding to 136 cooperatives with the capacity of generating 1,384 and 1,484 direct and indirect jobs, respectively, in which 50% were graduates of Misión Ribas. The operation of Misión Ribas Productiva for the year 2007 amounted to 123 cooperatives to carry out commercial activities of different types, which have generated a total of 1,084 direct jobs, from which 65% (706) are held by graduates inserted into positions of interest. It should be noted that 37% of these projects are aimed at improving the links in the value chain of agrifood and agrienergetic items indispensable for Venezuela; therefore, they are aligned with the purposes of the new subsidiary PDVSA Agrícola. This articulation enables the possibility of insertion of graduates from this program in sustainable projects for production of raw materials such as Development of Sugar Cane, Oil Palm, Soy, Corn, Legumes and other. Misión Ribas Técnica is aimed at identifying and promoting training and employment opportunities for graduates of Misión Ribas to improve social and economic conditions of their families. In August 2007, Misión Ribas Técnica was launched to create technical means in oil and gas activities; this preparation is mainly directed to graduates of Misión Ribas and will have last four (04) semesters. Participants will receive a qualifications equivalent to a medium technical degree in activities such as Drilling, Production of Crude Oil and Gas, Welding, Mechanical Maintenance, Electro-instrumentation and Refining, in its initial phase beginning on April 21, 2008. In its second phase, the specialties of Transportation and Gas Distribution, and LPG Operations, Petrochemicals, Civil Construction, Agricultural Operations, Naval Construction and Automotive Mechanics will be developed. The curriculum includes Socio Productive Technological Training, General 112 Training and Socio Political Training. This activity is being coordinated by GCEPS, GREPS, RRHH and Misión Ribas. c. Agricultural Sector Companies PDVSA Agrícola, S.A. Beginning in the third quarter of 2007, Petróleos de Venezuela is authorized to create the new subsidiary PDVSA Agrícola, with the mission of fostering endogenous and territorial development of the country through agrifood and agrienergetic production by 25% of domestic requirements, as well as supporting to the performance of the “Plan To Sow Petroleum” in the Agricultural area. PDVSA Agrícola is expected to perform strategic and structural projects, in complete harmony with the environment and developed in a network of productive chains integrating primary production and industrial processing and even the end consumer. The main projects are the production of beef, milk, cooking oil, balanced food, legumes, certified seeds, alcohol and the projects of PDVSA in the agro-industrial area. As main activities of PDVSA Agrícola, it has established primary production, agro-industrial processing and trade of agrifood and agrienergetic items, using organizational culture for preparation, implementation and operation of projects under a Business Plan structured for the progressive development of Agro-Industrial Complexes interconnected in productive chains from the primary production up to finished products. The following are the organization principles established: • Development of domestic agricultural production (animal and vegetable) of 25% of strategic commodities of the country (beef, milk, fat, oil seeds and other) contributing 2,257,439 tons of food per year. • Implementation of 14 Agro-Industrial Complexes of derivatives and 59 Service Centers supporting the domestic agricultural industry, located in the North Flatlands, ApureOrinoco and Orinoco Oil Belt axis. • Incorporation of 10,000 Agricultural Medium Technical graduates from Misión Ribas Productiva in direct and integrated jobs in Cooperatives or Social Production Companies of communities aimed at reinforcing rural agro-industrial development as a source to generate goods and services for the new agriculture of the country. • Satisfaction of the food requirements of the population by introducing 25% of the domestic production into the commercialization network of PDVAL. • Purchase of all technological, industrial, agricultural, rural-infrastructure and research equipment required for the Business Plan 2007-2012. • Consolidation of the subsidiary by recruiting, choosing and developing human resources highly committed to the country, with ethical and moral values for performance of the activities set forth. Impact to date reached • During the sowing cycle 2006-2007, a total of 1,250 hectares of seed plots were sown in the states of Trujillo, Barinas, Portuguesa, Cojedes and Monagas. 113 • 1,089 hectares of land were purchased for the construction of Agro-Industrial Complexes and derivatives of sugar cane and agricultural development of first-level polygons. • 2,500 small and medium-sized producers were chosen and the organization process was launched. • The equipment of the first four commercial plants for production of alcohol is being manufactured, through agreements with Brazil and Cuba. • Construction of the first four Agro-Industrial Complexes of sugar cane derivatives by the Construction Company of Alba. • Beginning of work on land of first-level polygons located in Barinas, Portuguesa, Cojedes and Trujillo. • Continued construction of the two Central Sugar Mills in Cojedes and Monagas. 114 VII. Electricity Sector Companies In 2007 the reorganization of the Domestic Electricity Sector was launched to improve the quality of service throughout the country, maximize efficiency in the use of primary energy production sources and system operation and redistribute current operating loads and functions of the sector. Corporación Eléctrica Nacional S.A, assined to the Ministry of Popular Power for Energy and Petroleum is incorporated as a state-operated company in charge of generation, transmission, distribution and commercialization activities of electric power and energy. Its capital stock will be determined and subscribed as follows: 75% by Venezuela, through the Ministry of Popular Power for Energy and Petroleum and 25% by PDVSA. Decree-Law 5,330 dated July 31, 2007 orders the Republic, PDVSA and Corporación Venezolana de Guayana to transfer the shares each owns in public electricity companies to Corporación Eléctrica Nacional, S.A. and those public electricity companies will become subsidiaries and will be ascribed to the aforementioned Ministry. Within a period of 3 years from publication of the aforementioned decree, the following companies must merge into a single legal entity: Energía Eléctrica de Venezuela, S.A. (ENELVEN), Empresa Nacional de Generación, C.A. (ENAGEN), Compañía de Administración y Fomento Eléctrico, S.A. (CADAFE), CVG Electrificación del Caroní, C.A. (CVG, EDELCA), Energía Eléctrica de la Costa Oriental del Lago, C.A. (ENELCO), Energía Eléctrica de Barquisimeto, S.A.(ENELBAR), Sistema Eléctrico del Estado Nueva Esparta, C.A. (SENECA), as well as subsidiaries of Corporación Eléctrica Nacional, S.A. Any private companies in the area of generation, transmission, distribution and commercialization of power and electric energy, as well as their subsidiaries and affiliates as of the effective date of the decree are under the acquisition process by the state, intervened administratively or legally, or any other action that the state may pursue to comply with the above paragraphs. The Corporation may create, through the Stockholder’s Meeting, new companies to transfer one or all of the activities allocated to these companies through the decree, thus transforming it into a parent company for the operators. Given the importance of the electricity service for development of the country and social wellbeing, and, since its regulation and provision surpasses the municipal and state scope, the generation, transmission, distribution and commercialization activities of power and electric energy will not be subject to state or municipal taxes. All sales of goods and provision of services between the different electricity companies will not be subject to taxes, according to the Value-Added Tax Law. A summary of the adquisition transactions is shown below: (a) C. A. La Electricidad de Caracas On February 15, 2007, PDVSA entered into an agreement with The AES Corporation (AES) and its subsidiary AES Shannon Holding, B.V., for the purchase of its interest in C.A. La Electricidad de Caracas (EDC), equivalent to 82.14% of shares. In accordance with Venezuelan law, to purchase the remaining outstanding shares, PDVSA made a public offer. 115 From April 8 to May 8, 2007, PDVSA made a public offer to purchase up to 17.86% of the remaining outstanding shares of EDC, for the equivalent in bolivars of $0.2734 per share (determined at the official exchange rate for the sale of dollars effective as of said date). This included, in parallel, a public offer in Venezuelan and an offer in the United States of America for the purchase of each and every American Depositary Share (ADS’s) in circulation, each representing 50 shares of EDC at a price of $13.6675 per ADS. As a result of the public offer and the agreement with AES, PDVSA purchased 93.61% of the total outstanding shares of EDC for a total of $844 million. (b) Sistema Eléctrico del Estado Nueva Esparta, C.A.(SENECA) On February 8, 2007, PDVSA signed a Memorandum of Understanding with CMS Energy Corporation, to purchase its shares in the company Sistema Eléctrico del Estado Nueva Esparta, C.A. (SENECA), for $106 million, which represent 88% of the capital stock of that company. On March 7, 2007, the Stockholder’s Meeting of PDVSA approved the purchase under the terms accorded, which was completed on March 30, 2007. (c) Other Electricity Sector Companies On July 6, 2007, PDVSA purchased all of the shares in C.A. Electricidad de Valencia (ELEVAL) for $190 million and on November 16, 2007 it purchased all of the shares of C.A. Luz y Fuerza Eléctrica (CALIFE) for $55 million. 116 VIII. Litigation and Other Claims On June 25, 2007, the Constitutional Chamber of the Supreme Tribunal of Justice (TSJ) denied the appeal for revision filed by the legal counsel of PDVSA Petróleo, S.A. against a decision dated February 16, 2006 of the Political Administrative Chamber of the Supreme Tribunal of Justice, which denied the appeal filed by PDVSA Petróleo, S.A. against resolution of the National Integrated Customs and Tax Administration (SENIAT), dated November 17, 1999, related to tax obligations corresponding to the years 1994, 1995 and 1996 of $839 million. At December 31, 2007, the reserve for litigation and other claims includes $839 million in this connection. On July 30, 2007, the 9th Superior Court on Contentious Tax Matters issued a ruling regarding this appeal lodged by PDVSA Petróleo, S.A. against assessments made by the Tax Administration which object to the deductibility of the contribution made in accordance with article 6 of the Organic Law Reserving Hydrocarbon Industry and Trade for the State. Such ruling concludes that only “oil” exports will be subject to deductions and not other products or byproducts of hydrocarbons; and that it must be construed in a restrictive manner since it pertains to a tax benefit (deduction). PDVSA management and its legal consultants have stated that the aforementioned ruling initially seems to be consistent with the legal text; however, the deductibility criteria will be maintained in an appeal against the Political Administrative Chamber of the Supreme Tribunal of Justice. At December 31, 2007, the reserve for Litigation and Other Claims includes $338 million in relation to this process. On July 25, 2007, the Company paid $110 million to New Brunswick Power Corporation ("NB Power") with regards to an out-of-court settlement between the parties, thus ending the claim filed in September 2005 by New Brunswick Power Corporation ("NB Power") before a Canadian court and an arbitration request before the International Council for Dispute Resolution of the American Arbitration Association in New York, against PDVSA, Bitúmenes Orinoco, SA (BITOR) and the Bolivarian Republic of Venezuela, based on, among other aspects, infringement of an alleged supply agreement of Orimulsión®. These procedures were suspended until the Federal Court of New York makes a pronouncement on the request by PDVSA and BITOR relating to the existence of the Agreement. NB Power seeks compensation of damages of CAD 2,000 million (Canadian dollars). In February 2002, LYONDELL-CITGO filed a claim against PDVSA and PDVSA Petróleo before a district court in the United States of America, located in the South District of Nueva York. LYONDELL-CITGO claimed that PDVSA and PDVSA Petróleo erroneously claimed Force Majeure and reduced shipments of extra heavy crude oil to LYONDELL-CITGO. LYONDELL-CITGO requested compensation for damages for alleged infringement of the crude-oil supply agreement between LYONDELL-CITGO and Lagoven (subsequently merged into PDVSA Petróleo), and the supplementary supply agreement between LYONDELL-CITGO and PDVSA; both agreements dated May 5, 1993. In July 2006, LYONDELL-CITGO and PDVSA announced the end of litigation relating to the Supply Agreement. In March 2006 CITGO paid Lyondell Chemical Company (majority stockholder of LYONDELLCITGO) $80 million for the settlement of existing claims. The Company is involved in other claims and actions of a legal nature in the normal course of its operations of $3,500 million. In the opinion of management and its legal counsel, the outcome of these claims would not have a materially adverse effect on the financial position of the Company, the results of its operations or its liquidity. Based on analysis of information available, accrued and other liabilities include a provision, at December 31, 2007 and 2006, of $1,810 million and $860 million, respectively. If the lawsuits and claims known are solved in a manner that is materially adverse to the Company for sums greater than those accrued, then these results may have a materially adverse effect on the results of these operations. Even if it is not possible to predict the outcome, management, based in part on the recommendation of its legal counsel, does not believe that it is probable for loss associated with the aforementioned legal procedure to be in excess of said estimates, generate amounts important to the financial position of the Company or results of its operations. 117 IX.Operating and Financial Analysis 1. Executive Summary The consolidated financial results of PDVSA depend basically on the production volumes of crude oil and the price level of hydrocarbons. The level of crude oil production and the capital expenditures required to reach production levels have been the main factors in determining the financial and operating results. Historically, the members of the Organization of Petroleum Exporting Countries (OPEC) have entered into agreements to reduce the production of crude oil. These agreements have increased the global prices of crude oil by reducing the global production supply. From July 2005 to October 2006, the OPEC production quota allocated to Venezuela was 3,223 MBPD. In November 2006, OPEC accorded a strategic cutback of 138 MBPD, thus Venezuela has a new OPEC production quota of 3,085 MBPD. Regarding crude-oil prices, a tendency to rise persists in spite of efforts by OPEC to stabilize the market. In 2007, the OPEC basket rose to 68.95 $/Bl, representing an increase of 7.88 $/Bl compared to the increase of 2006. This increase in oil prices was fundamentally due to sustained growth of demand in Asian countries, production cutbacks accorded by OPEC, persistence of geopolitical tensions in the Middle East and Africa, production issues in Africa and future speculation in markets. The average price of the Venezuelan export basket for the year 2007 was 64.74 $/Bl, an increase of 9.53 $/Bl over the previous year (55.21 $/Bl). As reported by the Statutory Auditor of PDVSA in his report of 1999, the financial statements of PDVSA at the end of 1998 showed a deficit of 14,626 million dollars. The leaders of the Fourth Republic, in alliance with the “meritocratic” management of the old PDVSA, had our main industry facing bankruptcy, as a result of unwise operating and financial decisions. Finally, at the end of the fiscal year 2007, PDVSA shows in its stockholder’s equity a surplus in the retained earnings of 4,150 million dollars, as shown below: Composition / Detail of Stockholder's Equity of PDVSA MMUS$ Capital Stock 2007 2006 2005 2004 2003 2002 2001 2000 1999 1998 39.094 39.094 39.094 39.094 39.094 39.094 39.094 39.094 39.094 39.094 6.952 8.860 8.825 8.046 8.843 8.133 7.557 7.567 Retained Earnings Legal Reserves and Others Retained Earnings (Losses) Total Retained Profit Additional Contribution Total Stockholder's Equity Minority Interests Total Stockholder's Equity 4.150 11.102 (471) 8.389 (905) 7.920 8.662 8.706 (5.894) (9.798) (9.821) (11.407) (9.171) (13.931) (14.626) 2.768 (1.092) (1.775) (1.038) (2.564) (6.374) (7.059) 3.010 3.233 - - - - - - - - 53.206 50.716 47.014 41.862 38.002 37.319 36.530 38.056 32.720 32.035 2.856 2.387 81 67 - - - - - - 56.062 53.103 47.095 41.929 38.002 37.319 36.530 38.056 32.720 32.035 118 Retained Earnings (Losses) 8.000 4.150 3.000 (2.000) (471) 2005 2006 (5.894) (7.000) (9.171) (12.000) (17.000) (905) (11.407) (14.626) 1998 (9.821) (9.798) (13.931) 1999 2000 2001 2002 2003 2004 2007 2. Inflation and Devaluation The sales revenues of PDVSA as well as most operational costs are caused mainly in US dollars (dollar or $), whereas taxes in Venezuela are incurred in Bolivars (Bs). As a result, the financial conditions and results of the operations of PDVSA are affected by the inflation and exchange rate (Bs./US$) in Venezuela. Financial indicators: December 31 2007 2006 Exchange rate of U.S. Dollar on close of period (Bs/$1) Exchange rate of U.S. Dollar, annual average (Bs/$1) Inter-annual increase of *CPI (%) 2,150 2,150 22 2,150 2,150 17 *CPI consumer price index 3. Contributions Paid to the Nation The total contribution paid to the nation in 2007 amounted to 29,776 million dollars, 2,563 million dollars, an increase of 9% over the previous year, which was 27.213 million dollars. This contribution includes 8,334 million dollars for Income Tax, 17,161 million dollars for Royalties, 1,659 million dollars for Extraction Tax, 49 million dollars for Export Registration Tax and 2,573 million dollars for dividends. a. Income Tax The Venezuelan Income Tax Law establishes a 50% rate for companies in the area of extraction of hydrocarbons and related activities, establishing certain exceptions for the development and execution of activities related to extra-heavy crude oil and non-associated gas, for which the rate is 34%. The applicable Income Tax for foreign subsidiaries is 35%. The Venezuelan Income Tax Law establishes the fiscal adjustment for inflation to determine taxes. The initially adjusted values of property, plant and equipment are depreciated or amortized for fiscal purposes in their remaining useful lives. The Law also establishes a regular 119 adjustment for annual inflation to be included in the reconciliation of income as a taxable or deductible item. b. Royalty Royalties are paid based on crude oil produced and natural gas processed in Venezuela. A 30% rate is established on volumes of hydrocarbons and natural gas produced in traditional areas (applicable to PDVSA Petróleo, PDVSA Gas and “Empresas MIxtas”). In the case of deposits related to the projects of the Orinoco Oil Belt, a rate of 16 2/3% was established to be applied in the first production phase based on certain parameters set by National Government. Agreements established that when commercial production of upgraded crude oil began, the rate would be reduced to 1% and that level would be maintained for the following nine years or, until revenues from sale of crude oil triplicates the value of the initial investment, if it takes place before the specified term. After the nine-year period, the rate of 16 2/3% would be applied again. In October 2004, the Ministry of Popular Power for Energy and Petroleum established a new rate of Royalties, effective since October 11, 2004 and applicable to the extraction of extra-heavy crude oil of the Orinoco Oil Belt, performed by Third-Party Associations, of 16 2/3%. In May 2006, the Partial Amendment to the Organic Hidrocarbons Law was enacted. This amendment established that operators must pay the state royalties and additional taxes of 33.33% of the value of each barrel at the wellhead. On November 14, 2006, a new calculation of royalties was established for companies performing primary oil-related activities in the country, establishing that the content of sulfur and API gravity of liquid hydrocarbons extracted will be measured on a monthly basis and will be reported together with taxed production. All this information will be part of the payment price of royalties and will be used to determine any special advantage. This information will cause adjustments from gravity and sulfur, which will be published by the Ministry of Popular Power for Energy and Petroleum. c. Extraction Tax The Reform to the Organic Hidrocarbons Law establishes a tax rate of 33.33% of value for all liquid hydrocarbons extracted from any deposit, calculated on the same basis established for the calculation of the royalty. When calculating this tax, taxpayers may deduct what would have been paid on royalties, including additional royalties paid as a special advantage. As of December 31, 2007, the joint ventures of the Orinoco Oil Belt, in addition to royalties of 16 2/3%, paid an extraction tax of 16 2/3%. d. Export Registration Tax The Reform to the Organic Hydrocarbons Law establishes a rate of 0.1% of the value for all hydrocarbons exported from any port of national territory, calculated over the sale price of said hydrocarbons. This tax began to be applied since May 24, 2006, with an effectiveness of sixty (60) uninterrupted days beginning on the publication date in the Official Gazette. e. Surface Tax The Organic Hydrocarbons Law establishes payment of tax equivalent to 100 tax units (TU) for each square kilometer or surface extension not being extracted. This subject will increase 2% per year for the first five years and 5% in the following years. 120 f. Value Added Tax (VAT) Official Gazette number 3,632, dated February 26, 2007, contained the Partial reform to the Value-Added Tax Law, which establishes a reduction of the rate from 14% to 11%, from March 1, to June 30, 2007, and 9% from July 1, 2007. As exporters, Venezuelan subsidiaries have the right to recover a portion of the VAT paid, which is classified in the Balance Sheet as recoverable tax credits. In 2006, $647 million of special tax refund certificates (CERT´s) were received from The Ministry of Popular Power for Finance, which were used for the payment of Income Tax. g. General Consumption Tax In Venezuela and the United States the sale of gasoline and other fuels are subject to consumption taxes. h. Dividends PDVSA is a company owned by the Bolivarian Republic of Venezuela, assigned to the Ministry of Popular Power for Energy and Petroleum, which represents its Stockholder and supervises and controls its operations. In accordance with the Company’s bylaws, the Stockholder’s Meeting exercises supreme direction and administration of PDVSA. It powers include approving or objecting to economic and financial reports, as well as decide on the destination of profit obtained annually by the company. By virtue of this power, based on the guidelines of National Government, and taking into account the provisions of the Budget Law of the Nation for each fiscal year, the Stockholder’s Meeting of PDVSA orders payment of dividends in favor of the Bolivarian Republic of Venezuela, distributing to the nation and a portion of its profit. These dividends are paid by PDVSA within the fiscal years in which they are budgeted in accordance with instructions from the National Treasury Office of the Bolivarian Republic of Venezuela. A summary of Contributions Paid to the Nation over the last five years is shown below: Contributions Paid to the Nation (MMUS$) 2007 2006 2005 Royalties Extraction Tax Income Tax and Other Taxes Dividends Export registration tax Total 17,161 1,659 8,334 2,573 49 29,776 17,505 797 7,594 1,317 27,213 11,327 5,069 1,317 17,713 2004 8,881 1,978 1,302 12,161 2003 5,945 1,216 2,326 9,487 The amounts show n in this chart corresponde to actual payments made in the respective years, w hich slightly differ from those show n under expenses in the consolidated financial statements of PDVSA and its subsidiaries, since in accordance w ith generally accepted accounting standards, certain disbursements are recorded under expenses in years different from the year in w hich payment w as made. 121 4. Monetary Reconversion On March 6, 2007, the Presidency of the Bolivarian Republic of Venezuela enacted a decree Law on Monetary Reconversion, which establishes as of January 1, 2008 restatement of the unit of the monetary system into the equivalent of one thousand current bolivars. In accordance with the aforementioned decree-law, from said date, prices, salaries and other social considerations, as well as taxes and other amounts expressed in national currency in the financial statements or other accounting documents or securities, and in general, any transaction or reference stated in national currency must be stated in restated Bolivars (“Bolívares Fuertes” or “Bs.F”). As part of the aforementioned reconversion process, this decree-law establishes that beginning on October 1, 2007, instruments offering prices of goods and services, as well as others showing any monetary sum, will use both the unit prior to restatement and the one resulting from it. Likewise, this legal provision establishes use of the new monetary unit in financial statements corresponding to years ended after January 1, 2008. 5. Operating and Financial Results PDVSA, as a vertically integrated company, carries out exploration and production activities of crude oil and natural gas “upstream” in Venezuela and performs refining, marketing, transportation of crude oil and finished products and processing, marketing and transportation downstream of natural gas not only in Venezuela but also in the Caribbean, North America, South America and Europe and other regions. Based on the new social responsibility of PDVSA, established in articles 302 and 311 of the Constitution of the Bolivarian Republic of Venezuela and article 5 of the Organic Hydrocarbons Law, referring to the participation of PDVSA in the integral and social development of the country and for the purpose of supporting the work and services aimed at the Development of Infrastructure and Public Roads, agricultural activities, health and education, and any other productive investment in Venezuela, PDVSA takes part in different programs established by National Government. PDVSA evaluates its upstream operations based on the following factors: number of wells, production levels per field, recovery factors, incorporation of crude-oil and gas reserves and application of technology. PDVSA evaluates its downstream operations based on the following factors: percentages of refineries use, product output and refining costs. The financial results are evaluated taking into account refining margin, return of used capital, economic added value, free cash flows, operating costs per barrel produced, gross margin, comparative market studies among others. The financial results of PDVSA are in function with the export volumes and oil prices. By supplying high quality blends of crude oil to customers and its refineries, PDVSA achieved profitability in capital investments and used 81% of its Refining Capacity maintaining margins in products sold, under safe operations taking care of operating costs. Financial conditions are analyzed through indicators such as debt/asset ration, debt/stockholder’s equity ration, return of used capital, added economic value and indebtedness capacity. The main opportunities of PDVSA are based on increasing light and medium crude oil reserves, raising the recovery factor, continuing to develop extra-heavy crude oil projects and improving existing technology to maximize the return on investments. 122 In the downstream sector, PDVSA is making investments in refining capacity, improve products and compliance with environmental laws in both Venezuela and abroad, expanding markets in Latin America, the Caribbean and Asia, and improve the efficiency of our refining and marketing processes. Regarding the gas business, PDVSA is actively promoting the participation of the private sector in non-associated gas projects, improving the distribution process to increase the quota of the domestic and foreign markets of liquefied natural gas. The great challenges ahead of PDVSA in the short term are optimal maintenance of crude-oil reservoirs and production facilities, investing in exploration programs to increase reserves, availability of gas in the west of Venezuela and change the quality specifications of products. The necessary changes to supply the new generation of products includes planning and performance of capital projects for refining and producing crude-oil and gas, funding these projects and adjusting the operating practices as procedures to ensure the quality of products to our clients. These objectives must be accompanied with initiatives to improve efficiency and profitability. Risk Factors The crude-oil and refined products business is highly volatile. The primary risk of this business is the instability of prices. Another main risk is the operating business, which is the risk of mechanical and/or human errors relating to operations of plants and equipment. Another risk area is that of political risk; in the short term; geopolitical measures may affect the supply and demand equation, affecting the prices of crude oil and/or refined products and creating rises in the market. In the long term, changes in laws and regulations may radically increase business costs; therefore, PDVSA constantly monitors trends that may affect the business in which it operates. PDVSA mitigates operational risk through the Integral Risk-Management System (SIR -PDVSA) and by following the best operating practices and procedures. In its quest to reach operating excellence, PDVSA holds insurance policies on property damages. Political risk is a matter that must be accepted and managed once the business has made investments in certain countries. Nevertheless, PDVSA is sufficiently solid in its production, refining and sales and distribution systems, which ensures operating flexibility to react to circumstances derived from cutbacks or increases in production. In addition, PDVSA reduces the political and commercial risk by diversifying its client portfolio and investing its refining capacity in new markets. In this connection, PDVSA is evaluating business opportunities in Asia, South America and the Caribbean. In Venezuela, PDVSA handles the risk of operating in an economy characterized by years of unfair distribution of wealth among the population. For this reason PDVSA is part of the process to support social projects performed by National Government. The production of fuel with low-sulfur content, high-quality lubricants and asphalt is a trend for the future. The capital requirement associated to these equipment facilities to produce these products may lead to consolidation of the refining capacity. PDVSA will continue to monitor these trends and make the most of economic advantages as they arise. Among the greatest uncertainties of PDVSA is market risk. PDVSA cannot predict the future of the market of crude oil and refined products, which may affect the company. The Company believes that it is prepared to adjust to most of the contingencies to minimize the possible negative impact on market trends; therefore, it maintains adequate levels of financial liquidity and debt, ensuring that the distribution of assets is flexible, having multiple sources of supply 123 and a diversified client portfolio, monitoring and analyzing the market conditions on a continuous basis. For the purpose of mitigating the credit risk, cash equivalents are represented by high-quality instruments that are placed in different institutions. Likewise, notes and accounts receivable are distributed in a broad and reliable client portfolio at a global level and their financial position is periodically assessed. As a result of this evaluation, a provision for doubtful accounts is recorded in the financial statements. The approach of PDVSA in managing liquidity is to ensure, to the greatest extent possible, that the Company will always have enough liquidity to meet its obligations when they mature, in normal conditions and under stress, without incurring in unacceptable loss or risking the reputation of the Company. PDVSA continues to emphasize the importance of efficient operations and its commitment to safety. It operates in an industry subject to volatile prices and profit. Conditions may change quickly and results may vary substantially from management estimates. In addition, the credit risk of clients and suppliers of PDVSA may affect the liquidity of the company and credit facility or terms of payment. 124 a. Consolidated Summary of Financial Information In millions of US dollars (MMUS$) Chart Consolidated Balance Sheets 2007 2006 2005 2004 2003 52,436 42,503 35,959 35,375 35,211 1,743 1,928 2,978 3,039 1,000 14,144 13,065 12,563 10,156 8,148 68,323 57,496 51,500 48,570 44,359 8,470 7,003 5,621 4,537 2,878 15,033 10,322 8,625 5,595 4,955 Restricted cash 1,555 441 1,925 709 659 Cash and cash equivalents 3,325 2,282 1.800 1,748 2,938 10,966 2,985 894 688 642 39,349 23,033 18,865 13,277 12,072 107,672 80,529 70,365 61,847 56,431 Stockholder’s Equity (1) 56,062 53,103 47,095 41,929 38,591 Long-term debt, net of current portion 13,129 2,262 2,704 2,716 6,265 Other non-current liabilities 8,005 6,009 3,405 5,369 4,280 Non-current liabilities 21,134 8,271 6,109 8,085 10,545 Accounts payable to suppliers 5,650 6,379 4,993 4,313 3,365 Current portion of long-term debt 2,877 652 729 1,004 750 Income tax payable and deferred 3,048 2,487 6,347 3,367 624 18,901 9,637 5,092 3,149 2,556 30,476 19,155 17,161 11,833 7,295 51,610 27,426 23,270 19,918 17,840 107,672 80,529 70,365 61,847 56,431 16,006 2,914 3,433 3,768 7,061 9% 18% Property, plant and equipment, net Restricted cash Other non-current assets Non-current assets Inventories Notes and accounts receivable Other current assets Current assets Total assets Other current liabilities Current liabilities Total liabilities Total liabilities equity and stockholder’s Ratio of Debt/Stockholder’s Equity (2) Total debt 5% 7% 29% Debt / Stockholder’s Equity (%) (1) From which capital stock represents $ 39,094 million. (2) Calculated as long-term debt total, including the current portion divided by stockholder’s equity. 125 Consolidated Statements of Income In millions of US dollars (MMUS$) 2007 2006 2005 2004 2003 93,820 96,764 81,105 60,972 44,178 2,357 65 2,233 255 1,408 402 1,227 43 961 226 99,252 82,915 62,242 45,365 Sale of crude oil and products: Export and international markets In Venezuela Other sales 96,242 Cost and Expenses Purchases of crude oil and products 28,137 38,778 32,001 23,748 20,496 Operating expenses 14,958 14,779 14,034 13,181 9,182 154 100 118 60 27 4,018 3,640 3,191 2,944 2,891 (22) (93) 20 6 296 Exploration expenses Depreciation and amortization Assets impairment Selling, administrative and general expenses Production and other taxes Finance expenses Other expenses, net 2,702 2,184 1,667 1,157 871 21,981 18,435 13,318 9,247 6,428 584 267 183 449 678 (188) 467 426 622 53 72,324 78,557 64,958 51,414 40,922 Equity in earning of non-consolidated investees 733 1,120 1,074 938 333 Gain on sale of investment in Colonial Pipeline Company and Explorer Pipeline Company. 641 - - 1,432 - Income before social development expenses and income tax 25,292 23,247 19,031 11,766 4,776 Social Development expenses 14,102 13,784 6,909 1,242 249 Income before income tax 11,190 9,463 12,122 10,524 4,527 Income Tax 5,017 4,031 5,793 5,420 1,274 Net income from continuing operations 6,173 5,432 6,329 5,104 3,253 154 302 30 Discontinued operations Income from discontinued operations net of income tax Net income Attributable Stockholder to Minority interest the 100 20 6,273 5,452 6,483 5,406 3,283 5,371 4,994 6,469 5,432 3,277 902 458 14 (26) 6 6,273 5,452 6,483 5,406 3,283 Company´s 126 In millions of US dollars (MMUS$) Information on Cash Flows 2007 Operating activities Investment activities Financing activities Net increase / decrease in cash and cash equivalents 2006 2005 2004 2003 4,174 4,044 5,595 8,792 5,929 (13,187) (1,748) (3,939) (5,385) (1,085) 10,056 (1,814) (1,604) (4,597) (3,609) 1,043 482 52 (1,190) 1,235 Consolidated Statement of Income per Sector in 2007 In millions of US dollars (MMUS$) Year ended December 31, 2007 Domestic Sector Income Sale of crude oil and products Exports and international markets In Venezuela Other sales Total Income Cost and expenses Purchases of crude oil and product Operating expenses Exploration expenses Depreciation and depletion Asset Impairment Selling, administrative and general expenses Finance expenses Other expenses, net Sub-total Production and other taxes Total Costs and Expenses Equity interest Gain on sale of investment in non-consolidated investees Income before social development expenses and income tax Social development expenses Income before income tax Income Tax Net income from continuing operations Discontinued operation: Income from discontinued operation, net of income tax Net income Foreign Sector 61,731 2,321 64,052 50,238 5,650 55,888 (18,149) (5,614) 65 (23,698) 93,820 2,357 65 96,242 96,764 2,233 255 99,252 7,102 7,554 154 3,424 (22) 1,764 450 344 20,770 21,981 42,751 94 21,395 14,099 7,296 4,107 3,189 44,640 7,013 515 584 134 484 53,370 53,370 630 3,148 3 3,145 1,403 1,742 (23,605) 391 79 354 (1,016) (23,797) (23,797) 9 641 749 749 (493) 1,242 28,137 14,958 154 4,018 (22) 2,702 584 (188) 50,343 21,981 72,324 733 641 25,292 14,102 11,190 5,017 6,173 38,778 14,779 100 3,640 (93) 2,184 267 467 60,122 18,435 78,557 1,120 1,432 23,247 13,784 9,463 4,031 5,432 71 29 - 100 20 3,260 1,771 1,242 6,273 5,452 5,372 901 6,273 4,994 458 5,452 Net income: Attributable to the Company´s Stockholder Minority interests (1) Pursuant to International Financial Reporting Standards, the balances and transactions between consolidated subsidiaries must be written off. 127 Year ended Consolidated Total December 31, 2006 Adjustments (1) Consolidated Statement of Income per Sectors in 2006 In millions of US dollars (MMUS$) Year ended December 31, 2006 Domestic Sector Foreign Sector Adjustments (1) Consolidated Total Income Sale of crude oil and products Exports and international markets 52,787 59,107 (15,130) 96,764 2,233 5,223 (5,223) 2,233 254 - 1 255 55,274 64,330 (20,352) 99,252 Purchases of crude oil and product 5,002 53,670 (19,894) 38,778 Operating expenses 8,093 6,724 (38) 14,779 100 - - 100 3,189 465 (14) 3,640 In Venezuela Other sales Total Income Cost and expenses Exploration expenses Depreciation and depletion Asset Impairment (79) (13) (1) (93) 1,687 503 (6) 2,184 Finance expenses 304 116 (153) 267 Other expenses, net (11) 430 48 467 18,285 61,895 (20,058) 60,122 Selling, administrative and general expenses Sub-total Production and other taxes Total Costs and Expenses Equity interest Gain on sale of investment in non-consolidated investees Income before social development expenses and income tax Social development expenses Income before income tax Income Tax Net income from continuing operations 18,435 - - 18,435 36,720 61,895 (20,058) 78,557 202 870 48 1,120 - 1,432 - 1,432 18,756 4,737 (246) 23,247 13,784 13,781 3 - 4,975 4,734 (246) 9,463 2,992 1,661 (622) 4,031 1,983 3,073 376 5,432 Discontinued operation: Income from discontinued operation, net of income tax Net income - - 20 20 1,983 3,073 396 5,452 Net income: Attributable to the Company´s Stockholder 4,994 Minority interests 458 5,452 (1) Pursuant to International Financial Reporting Standards, the balances and transactions between consolidated subsidiaries must be written off. b. • Production Crude Oil Production The total average production of the nation in 2007 was 3,150 MBPD, 100 thousand barrels per day less than the average production reached in 2006 of 3,250 MBPD mainly due to two factors: the production cutbacks accorded by OPEC and disinvestment recorded by private companies in former joint ventures and the Orinoco Oil Belt Associations in the migration process to Empesas Mixtas. 128 • Production of NGL The average production for 2007 of natural gas liquids (NGL), including ethanol gas, was 172 MBPD, 5 MBPD below the average production of 2006 (177 MBPD). c. Total Sales The decrease of the total sales of PDVSA was $ 3,010 million, 3 % below the sales reported in 2006, falling from $ 99,252 million in 2006 to $ 96,242 million in 2007, and was basically due to the effect of decreased sales of CITGO in the North American market because of a change in business strategies, as the agreement with independent and the 7-Eleven chain of service stations were not renewed. • Export Sales The average export of 2007 was 2,789 MBPD, 186 MBPD below the average export in 2006 (2,975 MBPD) mainly because of the same reasons applicable to crude-oil production. The average price of exports of the Venezuelan basket in 2007 amounted to 64.74 $/Bl, with a price increase of 9.53 $/Bl with respect to the average price of 2006 (55.21$/Bl), basically because of geopolitical tensions in the Middle East, speculation of future markets, cutbacks accorded by OPEC and increase in demand of the countries of Latin America and the Caribbean. • Net Sales of International Subsidiaries In 2007, the total volume of crude oil, refined products and NGL sold amount to $ 50,238 million compared with $ 59,107 millions in 2006, which represented a decrease of $ 8,869 million, due to the effect of decreased sales of CITGO in the North American market because of a change in business strategy, which led to cancellation of the agreement with the gasoline-station chain 7Eleven, as well as independent service stations, for a total of 4,951 stations removed. • Local Market Sales PDVSA sold 563 MBPD of refined products (including liquefied petroleum gas) on the Venezuelan market in 2007, compared with 548 MBPD in 2006, mainly because of an increase in the automotive park in Venezuela. d. Cost and Expenses • Purchase of Crude Oil and Products Decrease in purchases of crude oil and products were $10,641 million, which represented 28 %, falling from $38,778 million in 2006 to $28,137 million dollars in 2007. This decrease was mainly due to less purchases of gasoline by CITGO ($9,968 million in 2007 vs. $22,204 million in 2006) because of a decrease in its operations resulting from a business strategy. • Operating Expenses The operating cost in 2007 closed with a balance of $14,958 million while in 2006 was $14,779 million, which represented an increase of $179 million. This was mainly due to the combined effect of lower costs in the domestic sector generated by elimination of payments from services 129 of joint ventures that migrated to ”Empresas Mixtas” in April 2006, increased refining costs of CITGO, increased employment cost of the new collective agreement and absorption of contractor staff. • Exploration Expenses Exploration expenses amounted to $154 million in 2007, $54 million more than in 2006 ($100 million) which represented an increase of 53% mainly because of an increase in geophysical activity in the operations of purchasing seismic 3D of a total of 1,475 Km2 and in 2006 covered 42%, recorded 28 MMUS$ on transfer to expenses of dry wells in 2007; and increased contracting of man-hours of local and foreign specialists for advisory. • Selling, Administration and General Expenses In 2007 the expense was $2,702 million whereas in 2006 it amounted to $2,184 million which represented an increase of $518 million mainly because of increased working cost generated from benefits to employees under the new collective agreement. • Depreciation and Amortization Expenses The depreciation and amortization expenses in 2007 amounted to $4,018 million, $378 million more than expenses in 2006 ($3,640 million). This increase was due basically to an increase in investments in operating assets, new capitalization of work in progress and incorporation of assets of new “Empresas Mixtas”. • Equity Interest in the Net Income in non-consolidated investees The Equity Interest in non-consolidated investees for 2007 was $733 million, which represented a decrease of $387 million compared to 2006 ( $1,120 million) mainly because of the sale by CITGO of its affiliates LYONDELL- CITGO Refining LP, in 2006 and Colonial Pipeline Company and Explorer Pipelines in 2007. In 2007 CITGO sold its interest of 15.79% and 6.8% in Colonial Pipeline Company and Explorer Pipeline Company, respectively. From these sales, CITGO received in cash $756 million and $247 million, respectively, and recorded net income from the sale of these investments of $533 million and $108 million, respectively, which are shown in the Statement of Income as gain on sale of investment. • Social Development Expenses The social expense amounted to $14,102 million, an increase of $318 million compared to $13.784 million in 2006 (see chapter IV number 8). e. Cash Flows • Liquidity and Sources of Capital The primary sources of liquidity are the cash flows derived from operations and short and longterm loans in U.S. dollars and bolivars. PDVSA continues to make investments of capital to maintain and increase the number of hydrocarbon reserves operated and the amount of oil that we produce and process. In the normal course of business operations, PDVSA and its 130 Subsidiaries enter into loan facilities and agreements to meet its needs of liquidity and funds necessary for disbursements of capital. PDVSA, as of December 31, 2007, has secured credit facilities of $70 million. • Cash Flows from Operating Activities As of December 31, 2007, the net cash of PDVSA provided by operating activities was $2,979 million derived basically from a net profit of $6,273 million; $4,018 million on depreciation and amortization expenses; $53 million for the cost of obligation of retirement of assets, $2,784 million for provision of employee benefits and other post-retirement benefits, $446 million for adjustment of the fair value of long-term accounts receivable, $15 million for increase of the allowance for doubtful accounts, $5,206 million for changes in operating liabilities, $10 million for impairment in the value of assets, $115 million for debt of transactions in foreign currency; offset by $733 million on the net income in the equity interest in non-consiladated investees; $641 million on gain on sale of investment in Colonial Pipeline Company and Explorer Pipelines, a decrease by $1,195 million for the purchase of a group of assets held for sale, decrease by $1,587 million on deferred Income Tax, $ 115 million on currency loss, $666 million on excess of values recorded over the cost of investment, $11,119 million on changes in operating assets and $3,294 million on variation of working capital. • Cash Flows Used for Investment Activities As of December, 31 2007, the net cash of PDVSA used in investment activities was $11,992 million, from which $12,852 million was used in the purchase of property, plant and equipment net; a decrease of $929 million of Restricted Cash; and offset by $756 million for the sale of the investment in Colonial Pipeline Company and Explorer Pipeline Company; $635 on dividends received from affiliates and $398 million on other investment variations. • Cash Flows Used for Financing Activities As of December, 31 2007, the net cash of PDVSA used for financing activities was $10,056 million, $14,959 million on issuance of the public offer of binds and other financing directed and regulated by Banco Central de Venezuela (BCV), offset by $2,658 million corresponding to an advance of dividends to the stockholder, $1,866 million on payments of long-term debt, and $398 million on dividends paid to minority investors. • Contractual Clauses Several loan facilities establish contractual clauses restricting the ability of the Company to incur in additional debt, pay dividends, mortgage property and sell certain assets. The Company was in full compliance with these clauses as of December 31, 2007 and 2006. f. Restricted Cash • Trust Fund in Bandes Based on the new social responsibility corresponding to PDVSA, the following trust funds have been established with BANDES to comply with social programs and projects, work and services aimed at Development of Infrastructure, agriculture, public roads, health and education in the country: 131 • FONDESPA, approved by the Stockholder’s Meeting dated January 23, 2004, created in dollars and based on extraordinary income from exports of crude oil and its products in excess in the average price budgeted per barrel, net of royalties, taxes and other direct expenses, during the years 2004 and 2005. In 2006 an extraordinary contribution of $229 million was made in order to guarantee the fulfillment of previously approved project commitments. This fund did not receive contributions in 2007. • Integral Cooperation Convention with the Republic of Argentina, resulting from the execution of the Integral Cooperation Convention between the Bolivarian Republic of Venezuela and the Republic of Argentina, the Board of Directors of PDVSA, held on July 15, 2004, approved the creation of this trust fund in dollars. This trust fund is comprised by sums of money and securities from collection before Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima (CAMMESA), state-owned electricity company of Argentina, on the sale of crude oil and its products, by PDVSA under this agreement. Funds are restricted to payments of companies in the Republic of Argentina on imports of goods and services produced in that country. During 2007 and 2006, contributions of US$ 101 million and US$ 96 million, respectively, were place into this trust. • Fondo para la Estabilización Macroeconómica (FEM) In November 2003, National Government created the FEM in order to achieve stability in State expenditures at the national, state and municipal levels, by compensating for fluctuations that may occur in ordinary income. Pursuant to Law, PDVSA made contributions in dollars until 2003 based on additional income from petroleum sales calculated as 50% of the difference in excess between income from exports of crude oil and its products, and the average of said income collected over the last three calendar years after deduction of taxes relating to such income. The Law and its reforms have not established additional contributions since 2004. FEM resources may be used in case of a decrease in fiscal income, regardless of its origin, in relation to the average of said income collected over the last three calendar years or, in case of a state of emergency declared in accordance with the Constitution of the Bolivarian Republic of Venezuela. For withdrawal of FEM resources by the respective entities, the Permanent Commission on Finance of the National Assembly must be informed, as well as the General Comptrollership of the Republic, and then the process described by Law will be performed. In 2007 and 2006, this fund originated financial income of $39 million for both years, which is included in other net expenses in the Consolidated Statements of Income. • Trust Fund entered into with BANFOANDES for Construction Conditioning of Assistance Modules for Misión Barrio Adentro and On March 24, 2005, the Board of Directors of PDVSA approved the creation of a trust fund between Palmaven, S.A. (subsidiary of PDVSA) and BANFOANDES. This trust fund was created on June 20, 2005 and its purpose is the construction of 1,000 medical assistance modules for Misión Barrio Adentro. It was created with an initial contribution of $23 million and will have a term of one year, automatically renewable for similar terms (see note 30). In 2007 and 2006, the trust fund did not receive additional contributions from PDVSA. • Funds for Extra-Heavy Crude Oil Projects in the Orinoco Oil Belt Corresponds to funds deposited in financial institutions abroad, restricted to compliance with commitments relating to financing received for development of production projects and upgrading of extra-heavy crude oil of the Orinoco Oil Belt. 132 • Investment Fund of PDV Caribe, S.A. On August 11, 2006, the Board of Directors of PDVSA approved the creation of a fund in Euros (€) with the amount of € 310 million (equivalent to US$ 407 million) for the purpose of complying, through its subsidiary PDV Caribe, S.A., with investment plans in energy projects of significant strategic importance within the policies of energy integration with countries in the area of the Caribbean, fostered by National Government. On September 4, 2006, restricted placement of these funds was approved in a foreign financial institution for the purpose of procuring proper performance of planned investments. • Energy Cooperation Agreement entered into with the Oriental Republic of Uruguay As a result of this agreement, signed in 2005, PDVSA engages in the supply of crude oil, refined products and liquefied petroleum gas to the Oriental Republic of Uruguay. In 2005, an initial contribution of $44 million was made into a financial institution located in the Oriental Republic of Uruguay, in which the collections to Administradora Nacional de Combustibles, Alcohol y Portland (ANCAP), Uruguay’s oil company, from the sales related to this agreement, will be deposited. These funds are restricted to making payments to companies located in the Oriental Republic of Uruguay for imports of goods and services produced in that country. In 2007 and 2006, contributions were made to this fund of $11 million and $191 million, respectively. • Liquidity Account of PDVSA Finance and CITGO Corresponds to the “liquidity account” established in the agreement executed with financial institutions for the issuance of bonds, which is comprised by cash and time deposits, including interest earned over such amounts. g. Supply Agreement PDVSA Petróleo maintains several supply agreements, as summarized below: Company Ruhr Nynäs LYONDELL- Houston Refining LP Chalmette Refining ConocoPhillips Hovensa Hamaca Marketing Company Suppy Agreement (MBPD) Year Ending 237 57 Period of association, plus 3 additional years Period of association, plus 3 additional years 230 90 190 270 129 1,203 2011 Period of association 2020 From 2008 to 2022 Period of association As a result of the sale of the investment in LYONDELL-CITGO, performed in 2006, the Supply Agreement was rendered ineffective. A new agreement with similar conditions was signed by LYONDELL Houston Refining LP. and PDVSA Petróleo. 133 h. Significant Accounting Policies The Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (IFRS), adopted by the International Accounting Standards Board – IASB and its interpretations issued by the International Financial Reporting Interpretations Committee – IFRIC of IASB. The Consolidated Financial Statements were approved by the Board of Directors in March 2008. Preparation of the Consolidated Financial Statements requires that management make estimates, judgments and assumptions affecting the application of accounting policies and amounts presented of assets, liabilities, income and expenses. The Company makes its best estimates and judgments; nevertheless, the final results may vary from such estimates. Related estimates and assumptions are based on experience and certain other factors deemed reasonable under current circumstances, whose result is the basis for establishing judgments over the carrying value of assets and liabilities not easily determinable through other sources. These estimates and assumptions are reviewed periodically and, the reviews of these accounting estimates are recorded in the same year and future years affected. The significant areas of uncertainty of critical estimates and judgments in the application of accounting policies having a significant effect over the amounts recorded in the financial statements are the following: • Note 13 – Deferred income tax and use of tax loss Note 14 – Depreciation and amortization Note 24 – Measurement of employee retirement benefits defined by contract and other post-retirement benefits different to actual retirement. Note 25 – Accrued and other liabilities Note 27 – Valuation of financial instruments Recently Issued Accounting Pronouncements Several standards, amendments and interpretations of current standards are not effective for the year ended December 31, 2007 and have not been applied in preparation of the Consolidated Financial Statements. The most important for PDVSA are the following: In November 2006, IASB issued IFRS 8 (NIIF 8) Operating Segments. This standard will be effective for fiscal years beginning on or after January 1, 2009, and the same requires disclosure of information segments based on internal reports regularly reviewed by the Committee Exploration and Production Operations, the Refining Operations Committee and the Trade and Supply Operations Committee for the purpose of evaluating each segment. In 2006, IASB issued Interpretation 12 (IFRIC 12) Service Concession Arrangements. This interpretation serves as a guide for recognizing and measuring operations relating to service concession arrangements from the public sector to the private sector. IFRIC 12 will be effective for fiscal years beginning on or after January 1, 2008. 134 In March 2007, IASB issued International Accounting Standard 23 revised Borrowing Costs (IAS 23), which eliminates the option of recording under income borrowing costs and requires that the Company capitalizes such borrowing costs directly attributable to the acquisition, construction or production of a qualified asset, as cost of this asset. This standard will be effective for fiscal years beginning on or after January 1, 2009. In July 2007, IASB issued Interpretation 14 IFRIC 14 - IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, which clarifies when reimbursements or reductions in future contributions with a defined benefit asset will be deemed available, and additionally provides guidance on the impact of minimum funding requirements of such assets. Likewise, it clarifies when a minimum funding requirement must give rise to a liability. This interpretation will be effective for fiscal years beginning on or after January 1, 2008. PDVSA is evaluating new standards issued based on advances reached in their analysis to date and believes that these standards would not bear a significant impact on the Consolidated Financial Statements. Recently Adopted Accounting Pronouncements In 2007, the following standards and interpretations came into effect: IFRIC 7 Financial Instruments: Disclosures and amendment to IAS 1 Presentation of Financial Statements: Capital Disclosures, require detailed disclosures on the relevance of financial instruments for the financial position of an entity and its performance, both qualitative and quantitative disclosures on the nature and scope of associated risk. IFRIC 9 Reassessment of Embedded Derivatives requires that an entity to assess a derivative embedded financial instrument by separating it from the main contract and record it in the accounting as a derivative from the time the entity enters into said contract. The subsequent disclosure is prohibited unless a change in the original terms of the contract is made. IFRIC 10 Interim Financial Reporting and Impairment clarifies that an entity must not reverse impairment loss recorded in a previous interim term with regards to surplus or investment of any other asset recorded at cost. The accounting policies of the Company have been reviewed and amended, as necessary, to adopt the requirements set forth in these new standards and interpretations. Adoption of these standards and interpretations did not bear significant effects in the Consolidated Financial Statements of PDVSA. 135 6. Consolidated Financial Debt The consolidated financial debt as of December 31, 2007 was the following: (In millions of dollars) PDVSA (Parent Company): Secured loans, granted by export government agencies and financial institutions, with a variable annual interest of LIBOR plus 0.5% and due 2008 Secured loans, granted by export government agencies and financial institutions, with a variable annual interest from 1.70% and 2.30% and due 2012 (in Yens) Unsecured Loan Facility at a variable interest LIBOR plus 4.5% and due 2010 Unsecured bonds, due 2017, 2027 and 2037 of $3,000, $3,000 and $1,500 million and annual interest payable every six months of 525%, 5.375% and 5.50%, respectively Secured loans, granted by export government agencies and financial institutions, with an annual variable interest rate of LIBOR plus 1.13% and due 2022 Rotating credit facility, unsecured, with variable interest rate of LIBOR plus 1% due 2008, extendable Carried forward, 200 213 6 7,500 3,327 1,124 12,370 136 (In millions of dollars) Brought forward, 12,370 CITGO: Secured rotational credit facility, with an annual interest of 8.25% due 2010 Credit facility, with an interest rate of LIBOR plus 1.75% and due 2008 Secured loan agreement of $700 million, with a variable interest rate of LIBOR plus 1.38% and due 2012 Bonds exempts from taxes, with a variable and fixed annual interest from 3.92% to 8.00%, secured by letters of credit and due 2008 to 2037 Bonds subject to taxes, secured with letters of credit, at variable rates of 5.88% and due 2026 80 1,000 637 562 60 2,339 Petrozuata: Secured loan with variable annual interest from LIBOR plus 1.25% and 1.50% per year, due 2009 to 2011 Secured bonds, with an interest rate from 7.63% to 8.37% per year, and due 2009, 2017 and 2022 177 800 977 PDVSA Sincor: Secured credit facility at a variable interest rate from LIBOR plus 5.53% to 6.97%, and due 2007 and 2012 236 PDVSA VI: Bonds secured by PDVSA and share interest in Hovensa, with an annual interest of 8.46%, and due 2008 and 2009 76 Tropigas, S.A.C.A.: Promissory notes with an annual interest rate of 17.67% and due 2008 (in Bolivars) 5 Bariven: Secured loans, granted by export government agencies and financial institutions, with a variable and fixed annual interest rate from 6.13% to 7.69%, and due 2008 3 Total consolidated financial debt 16,006 The balance of consolidated financial debt does not include the consolidated financial liabilities of C.A. La Electricidad de Caracas (EDC) because investment in this company is presented by PDVSA as available for sale in its financial information as of December 31, 2007. 137 Maturity of consolidated financial debt, as of December 31, 2007, is as follows: (In millions of dollars) Years 2008 2009 2010 2011 2012 Remaining years 2,877 447 422 436 1,113 10,711 16,006 Consolidated financial debt is shown in dollars, except for debt in Yens and Bolivars indicated above. Issuance of Bonds and Other Borrowings From January to February 2007, the public offer of bonds was approved up to $7,500 million due in 10, 20 and 30 year (2017, 2027 and 2037). This issuance was directed and regulated by BCV, and was exempt from application of the Capital Markets Law of Venezuela because of the nature of state company of PDVSA. The performance coupon of issued bonds is 5.25%, 5.375% and 5.50% per year, due in 10, 20 and 30 years, respectively. The combined issuance of these bonds generated a premium of 5.5%. These bonds will be payable in dollars upon maturity. From April 12 to May 10, 2007, the process to issue bonds was completed reaching a placement of $7,500 million. Likewise, on April 12, 2007, decree 5,282 was published establishing exoneration of Income Tax payments on income obtained by holders of this placement. In February 2007, a group of banks led by Japan Bank for International Cooperation (JBIC), approved granting a loan to the Company of $3,500 million. This loan expires in 15 years and bears interest at a rate equivalent to LIBOR plus 1.13%, and includes cash payment options or through delivery of crude oil and products at market prices, subject to an agreement of minimum sums reviewed every three years. As of December 31, 2007, the Company has made payments of $173 million, and an outstanding balance to date of $3,327 million remains. In January 2007, the Company entered into a credit facility of $1,124 million with a group of banks led by BNP Paribas. This loan expires onJanuary 30, 2008 and was extended for an additional year through approval of lenders representing more than 50% of the original commitment. This loan bears interest at a rate equivalent to LIBOR, plus an increase determined based on the country-risk of Venezuela, established by a qualifying agency. As of the issue date, this increase was 1.15%. In December 2007, PDVSA paid $501 million, on 99% of the bonds maturing in 2009, 2020 and 2028, of former joint venture Cerro Negro conformed by PDVSA, Exxon Mobil and British Petroleum, which operated in the Orinoco Oil Belt. Likewise, PDVSA paid $129 million to a syndicate of banks led by ABN Amro Bank for a total paid of $630 million, with which the indebtedness of the former joint venture was settled. With payment of the credits of Cerro Negro, a new mixed company will be incorporated, Petromonagas, S.A., 138 in which PDVSA will hold 83.33% of its shares through CVP and British Petroleum (BP) 16.67%, through its subsidiary Veba Oil & Gas Cerro Negro GMBH. In 2007, PDVSA paid all of the indebtedness of former joint venture Hamaca, comprised by PDVSA, ConocoPhillips and ChevronTexaco, which operated in the Orinoco Oil Belt. PDVSA paid the debt in two parts: the first part through an initial prepayment of $400 million, on November 30, 2007; and the second through a final payment of $340 million, which was made onDecember 14, 2007, for a total payment of $740 million. From this amount, a total of 70% corresponded to PDVSA and 30% to ChevronTexaco in accordance with the share interest in the new Empresa Mixta. These payments were made by Corpoguanipa and Texaco Orinoco Resources Company, subsidiary of Chevron Corporation. On November 15, 2005, CITGO committed to a secured preferential loan facility of $1,850 million (Bs3,977,500 million), comprised of a revolving loan facility of 5 years of $1,150 million and a loan of $700 million with a term of 7 years. The loan facility is secured by interest of CITGO in its refineries in Lake Charles, Louisiana and Corpus Christi, Texas; its trade accounts receivable and inventory; in addition, it is subject to typical agreements for this secured borrowing. On December 17, 2007, CITGO modified this credit facility to incorporate payment of the collateral on a six-month bridge loan of $1,000 million. This short-term loan was entered into with a union of banks led by BNP Paribas and UBS and expires on June 17, 2008. The net funds received by CITGO were used to make a loan to PDVSA. The general cost of this borrowing of $22 million will be amortized throughout the term of the loan. CITGO may choose between (i) the highest premium rate or the rate of federal funds plus a margin of 0.5%; or (ii) the LIBOR rate adjusted plus the applicable margin. At December 31, 2007, the interest rate of the loan is 6.06% based on the LIBOR rate option. On March 13, 2006, PDVSA Finance Ltd. made a public offer of total redemption of the outstanding debt as of said date of $83 million. This redemption was made on April 11, 2006 through payment of a premium of approximately $13 million, which is included in the Consolidated Statements of Income under the item of other expenses, net. Since October 2007, the financial information of Petrozuata is included in the Consolidated Financial Statements of the Company; therefore, as of such date, the loan and secured loans of this subsidiary are recorded as part of the consolidated debt. Petrozuata has entered into agreements (revolving loans), subject to certain conditions, with certain lenders for an additional borrowing sum of $450 million. Petrozuata received and used $450 million resulting from this agreement. Interest is determined at the LIBOR rate plus a percentage from 1.12% to 1.25% and is paid every six months in April and October of each year. The principal amortization amount is $38.9 million per year payable in two six-month installments since 2001. In June 1997 Petrozuata Finance Inc., a subsidiary of Petrozuata created for the sole purpose of making the placement of the private offer of bonds issued bonds of $988 million net of discounts of $13 million, through issuance of Series “A” bonds ($300 million), Series “B” ($625 million) and Series “C” ($75 million). These bonds expire in 2009, 2017 and 2022, and an interest rate of 7.63%, 8.22% and 8.37%, respectively. Interest is paid every six months in April and October of each year. For Series “A” and “B” bonds, the amortization of principal is payable every six months beginning on April 1, 2004 and 2008, respectively. The amount for amortization of principal of Series “A” and “B” bonds is determined based on a percentage of the original amount, which varies in accordance with the payment term while the principal of Series “C” bonds is payable upon maturity on October 1, 2022. 139 Contractual Clauses Several loan facilities establish contractual clauses restricting the ability of the Company to incur in additional debt, pay dividends, mortgage property and sell certain assets. The Company was in full compliance with these clauses as of December 31, 2007 and 2006, with the exception in 2006 indicated in the paragraph below relating to contractual commitments of the subsidiary PDVSA Petróleo, which holds an interest in the Hamaca Project. A portion of long-term debt of PDVSA Petróleo, corresponding to the loan facility of Corpoguanipa, is shown as outstanding as of December 31, 2006, since the receipt of a notice of probable non-compliance on January 20, 2006 from delay in execution of the Collateral Assignment and Acknowledgement of Electrical Services Agreement. This situation was solved in 2007 through payment of the total indebtedness of the Hamaca Project. At December 31, 2007, PDVSA holds secured loan facilities of $70 million. 140 X. Schedules Independent Auditor’s Report Consolidated Financial Statements as of December 31, 2007 and 2006 Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Stockholder’s Equity Consolidated Statements of Cash Flows Notes to the Consolidated Financial Statements 141 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Financial Statements December 31, 2007 and 2006 With Independent Auditors’ Report Thereon PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Financial Statements December 31, 2007 and 2006 Table of Contents Pages Independent Auditors’ Report 1-2 Consolidated Balance Sheets 3 Consolidated Statements of Income 4 Consolidated Statements of Stockholder’s Equity 5 Consolidated Statements of Cash Flows 6 Notes to the Consolidated Financial Statements: (1) Reporting Entity (2) Basis of Presentation: (a) (b) (c) (d) (e) (f) (3) Statement of Compliance Basis of Measurement Functional and Presentation Currency Use of Estimates and Judgements Presentation of Consolidated Balance Sheets Consolidated Financial Statements – Subsidiaries Audited by Other Auditors 7 8 8 8 8-9 9 10 Significant Accounting Policies: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) (l) (m) (n) (o) (p) (q) (r) (s) Basis of Consolidation Currencies Other than the Dollar Financial Instruments Property, Plant and Equipment Costs Associated to Asset Retirement Obligations Leased Assets Inventories Trade Accounts Receivable Cash and Cash Equivalents Impairment of Assets Assets Held for Sale and Discontinued Operations Employee Termination, Pension and Other Postretirement Benefits Provisions Revenue Recognition Financial Income and Expenses Income Tax Segment Reporting Operating Agreements Research and Development Costs 11-12 12-13 13-14 14-15 15 15 15 16 16 16 17 18-19 19 19 19 19-20 20 20-21 21 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Financial Statements December 31, 2007 and 2006 Table of Contents, continued Pages (t) (u) (v) Social Development Contributions Recently Issued Accounting Standards Recently Adopted Accounting Standards 21 21-22 22-23 (4) Foreign Exchange Agreement with the Banco Central de Venezuela (BCV) 23 (5) Transactions and Balances in Currencies Other than the Dollar 24 (6) Fair Value of Financial Instruments (7) Financial Risk Management: (a) (b) (c) (8) Credit Risk Liquidity Risk Market Risk 26 26 26 Operating Segments and Geographical Data: (a) (b) (9) 24-25 Business Segments Geographical Segments 27 27-30 Joint Development Activities: (a) (b) (c) (d) Development of the Orinoco Belt Extra-Heavy Crude Oil Reserves Migration of Operating Agreements to “Empresas Mixtas” Projects for Development of Offshore Natural Gas - Plataforma Deltana Energy Agreements with Latin America and the Caribbean (10) Assets Held for Sale and Discontinued Operations (11) Other (Income) Expenses, Net 30-35 36-38 38-39 39 40-43 43 (12) Taxes and Production Tax: (a) (b) (c) (d) (e) (f) (g) (h) Income Tax Production Tax Extraction Tax Surface Tax Export Registration Tax Value Added Tax (VAT) General Consumption Tax Bank Debit Tax 44-48 48-49 49 49 50 50 51 51 2 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Financial Statements December 31, 2007 and 2006 Table of Contents, continued Pages (13) Property, Plant and Equipment 52-57 (14) Non – Consolidated Investees 58-59 (15) Long-Term Accounts Receivable and Other Assets (16) Restricted Cash 60 61-64 (17) Inventories 64 (18) Notes and Accounts Receivable 64-65 (19) Prepaid Expenses and Other Assets 65 (20) Stockholder’s Equity 65-66 (21) Long-Term Debt 67-71 (22) Employee Termination, Pension and Other Postretirement Benefits: (a) (b) Defined Contribution Savings Plans Pension Plans and Other Postretirement Benefits 71 71-76 (23) Accruals and Other Liabilities 77-78 (24) Accounts Payable to Suppliers 78 (25) Financial Instruments 79-83 (26) Financial and Operating Leases 83-84 (27) Commitments and Contingencies 84-87 (28) Related Party Transactions 87-93 (29) Production, Refining and Exports Activities 94-95 (30) Financial Information for Domestic and Foreign Sectors 96-97 (31) Legal Contributions: (a) (b) Organic Law on Science, Technology and Innovation Organic Law against Illegal Trafficking and Consumption of Stupefacient and Psychotropic Substances 3 98 98 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Financial Statements December 31, 2007 and 2006 Table of Contents, continued Pages (32) New Laws: (a) (b) (c) (d) Financial Transactions Tax Law Organic Law on Reorganization of the Electricity Sector Enabling Law Monetary Conversion Law 98 99 99 99 (33) Subsequent Events (a) (b) (c) (d) (e) (f) “Empresas Mixtas” Renewal of BNP Paribas Credit Line New PDVSA Subsidiaries Settlement Agreement with ENI for Campo Dación Arbitration before the International Chamber of Commerce (ICC) Recently Issued Accounting Standards and Pronouncements 99-100 100 100 100 100-101 101 (34) Supplementary Information on Oil and Gas Exploration and Production Activities (unaudited) (a) (b) (c) Conventional and Extra-Heavy Crude Oil (in millions of barrels) Extra-Heavy Crude Oil (in millions of barrels) Natural Gas Reserves (in billions of cubic feet) 4 102 102-104 104-110 Independent Auditors’ Report To the Stockholder and Board of Directors of Petróleos de Venezuela, S.A.: Report on the Consolidated Financial Statements We have audited the accompanying consolidated financial statements of Petróleos de Venezuela, S.A. and its subsidiaries (PDVSA) (wholly-owned by the Bolivarian Republic of Venezuela), which comprise the consolidated balance sheets as of December 31, 2007 and 2006, and the consolidated statements of income, the consolidated statements of stockholder’s equity and the consolidated statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory notes. The financial statements of certain subsidiaries were audited by other auditors. These subsidiaries represent 9% and 5% of total assets as of December 31, 2007 and 2006, respectively, and 39% and 17% of net income for the year ended December 31, 2007 and the nine-month period ended December 31, 2006, respectively, with respect to the corresponding consolidated totals (see note 2-f to the accompanying consolidated financial statements). The financial statements of those subsidiaries were audited by other auditors, whose reports as of December 31, 2007 and 2006 have been furnished to us and, in our opinion, insofar as they relate to the amounts included in the financial statements of those subsidiaries as of those dates and for the periods then ended, is based solely on the reports of the other auditors. Management’s Responsibility for the Consolidated Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards. This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatements, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with International Standards on Auditing. Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free of material misstatement. (Continued) An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, based on our audits and the reports of the other auditors, the consolidated financial statements give a true and fair view of the consolidated financial position of Petróleos de Venezuela, S.A. and its subsidiaries as of December 31, 2007 and 2006, and of its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards. Emphasis Paragraphs Without qualifying our opinion, the following issues should be noted: As explained in note 28 to the accompanying consolidated financial statements, PDVSA as a state company owned by the Bolivarian Republic of Venezuela and, according to its corporate objectives and specific responsibilities, undertakes significant transactions with its Stockholder, government institutions and others. These transactions relate mainly to fiscal obligations for the payment of royalties and taxes, social programs and purchase and transfer of assets, among others. As explained in note 2-e to the accompanying consolidated financial statements, during 2007 the Company changed the presentation of its consolidated balance sheet based on the recommendations of professional standards and financial statement presentation used by other energy sector companies. ALCARAZ CABRERA VÁZQUEZ Public Accountant C.P.C. Nº 5326 March 20, 2008 Caracas, Venezuela 2 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Balance Sheets (In millions of U.S. dollars) Note December 31, 2007 2006 13 14 12-a 15 12-f 16 52,436 2,088 5,343 4,483 2,230 1,743 42,503 2,503 3,443 3,659 3,460 1,928 68,323 57,496 8,470 3,346 11,687 7,721 1,555 3,325 3,245 7,003 776 9,546 2,985 441 2,282 - 39,349 23,033 107,672 80,529 20 56,062 53,103 21 13,129 2,262 22 12-a 23 2,508 2,402 3,095 1,731 2,089 2,189 21,134 8,271 2,877 490 5,650 3,048 17,646 765 652 374 6,379 2,487 9,263 - Total current liabilities 30,476 19,155 Total liabilities 51,610 27,426 107,672 80,529 Assets Property, plant and equipment, net Investment in non-consolidated investees Deferred income tax Long-term accounts receivable and other assets Recoverable value-added tax, net of current portion Restricted cash, net of current portion Total non-current assets Inventories Recoverable value-added tax Notes and accounts receivable Prepaid expenses and other assets Restricted cash Cash and cash equivalents Assets held for sale 17 12-f 18 19 16 10 Total current assets Total assets Stockholder's Equity Stockholder's equity, see consolidated statements of stockholder's equity Liabilities Long-term debt, net of current portion Employee benefits and other postretirement benefits, net of current portion Deferred income tax Accruals and other liabilities, net of current portion Total non-current liabilities Current portion of long-term debt Employee benefits and other postretirement benefits Accounts payable to suppliers Income tax payable Accruals and other liabilities Liabilities held for sale 21 22 24 12-a 23 10 Total liabilities and stockholder’s equity Notes 1 to 34 are an integral part of the consolidated financial statements. 3 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Statements of Income (In millions of U.S. dollars) Note Continuing operations: Sale of crude oil and products: Export to international markets In Venezuela Other sales Years ended December 31, 2007 2006 28 93,820 2,357 65 96,764 2,233 255 96,242 99,252 28,137 14,958 154 4,018 2,702 21,981 584 (210) 38,778 14,779 100 3,640 2,184 18,435 267 374 72,324 78,557 733 641 1,120 1,432 25,292 23,247 14,102 13,784 11,190 9,463 5,017 4,031 6,173 5,432 100 20 Net income 6,273 5,452 Net income: Attributable to the Company’s stockholder Minority interests 5,371 902 4,994 458 6,273 5,452 Costs and expenses Purchases of crude oil and products Operating expenses Exploration expenses Depreciation and amortization Selling, administrative and general expenses Production, extraction tax and other taxes Finance expenses Other (income) expenses, net 9, 28 13 12 11 Equity in earnings of non-consolidated investees Gain on sale of investment in non-consolidated investees 14, 28 14 Income before social development expenses and income tax Social development expenses 28 Income before income tax Income tax 12-a Net income from continuing operations Discontinued operation: Income from discontinued operation, net of income tax Notes 1 to 34 are an integral part of the consolidated financial statements. 4 10 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Statements of Stockholder's Equity Years ended December 31, 2007 and 2006 (In millions of U.S. dollars) Note Balance as of December 31, 2005 Net income Transfer to reserves Equity distribution of Stockholder Dividend advances to Stockholder Minority interests of "Empresas Mixtas" in the additional contribution to Stockholder Dividends paid 39,094 Balance as of December 31, 2007 8,825 28 9-b & 20 - 9-b & 20 20 - - 39,094 8,860 Balance as of December 31, 2006 Net income Transfer to reserves Additional contribution of Stockholder Additional contribution of minority interests Decrease of additional contribution of Stockholder Dividends paid Minority interests of "Empresas Mixtas" in the additional contribution to Stockholder Minority interests of "Empresas Mixtas" in dividends declared by those companies Capital stock Equity attributable to the Company’s Stockholder Retained Earnings Legal Accumulated Additional reserves (loss) contribution of and other profit Total Stockholder 20 9-b & 20 9-b & 20 20 20 - 9-b & 20 - 20 (905) 262 (227) - Total stockholder’s equity 47,014 81 47,095 458 (70) - 5,452 (2,879) 5,151 4,994 (2,809) - 5,151 4,994 (2,809) 5,151 (1,716) (1,716) (1,918) - (1,918) (1,716) 1,918 - (1,716) 8,389 3,233 50,716 2,387 53,103 5,371 1,908 (2,658) - - Minority interests 4,994 (262) (2,582) - (471) (1,908) - 7,920 Total attributable to Company’s Stockholder - 5,371 (2,658) - 93 (223) - 5,371 93 (223) (2,658) (93) (93) - - - - - - 39,094 6,952 4,150 11,102 3,010 53,206 Notes 1 to 34 are an integral part of the consolidated financial statements. 5 902 3 (150) 93 (379) 2,856 6,273 93 3 (373) (2,658) (379) 56,062 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Consolidated Statements of Cash Flows Years ended December 31, 2007 and 2006 (In millions of U.S. dollars) Years ended December 31, 2007 2006 Cash flows from operating activities: Net income Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization Asset impairment (reversal) Cost of asset retirement obligations Deferred income tax Foreign exchange loss Provision for employee benefits and other postretirement benefits Equity in earnings of non-consolidated investees Gain on sale of investments in non-consolidated investees Excess of net assets purchased over the cost of investment Changes in the fair value of long-term accounts receivable Increase (decrease) in allowance for doubtful accounts Changes in operating assets Notes and accounts receivable Inventories Prepaid expenses and other assets Recoverable value-added tax Changes in operating liabilities Accounts payable to suppliers Income tax payable, accruals and other liabilities Payment of employee benefits and other postretirement benefits Total adjustments Net cash provided by operating activities Cash flows from investment activities: Purchases of property, plant and equipment, net (Increase) decrease in restricted cash, net of trust fund contributions of US$229 million in 2006 Sale of investment in non-consolidated investees Incorporation of new non-consolidated investees Dividends received from non-consolidated investees Purchase of assets held for sale, net Other variations in investments Net cash used in investment activities Cash flows from financing activities: Proceeds from long-term debt Payments of long-term debt Dividends paid to Stockholder Dividends paid to minority interests Net cash provided by (used in) financing activities Net increase in cash and cash equivalents 6,273 5,452 4,018 10 53 (1,587) 115 2,784 (733) (641) (666) 446 15 3,640 (93) 195 (724) 486 969 (1,120) (1,432) 822 (12) (2,137) (1,636) (6,006) (1,340) (3,956) (1,562) (2,212) (313) (709) 7,921 (2,006) 1,659 2,856 (611) (2,099) (1,408) 4,174 4,044 (12,852) (7,193) (929) 756 635 (1,195) 398 2,534 1,774 (202) 1,236 103 (13,187) (1,748) 14,959 (1,866) (2,658) (379) (497) (1,317) - 10,056 (1,814) 1,043 482 Cash and cash equivalents at beginning of year 2,282 1,800 Cash and cash equivalents at year-end 3,325 2,282 376 27,124 13,897 68 25,896 11,993 Supplemental disclosure: Significant cash disbursements in the year Interest, net of amount recorded under assets Income tax, production and other taxes Social development expenses Significant transactions not requiring cash Offset of accounts Dividends paid through assignment of promissory notes Equity distribution to Stockholder - Pequiven, net of minority interest Additional contribution of Stockholder, net of minority interest (223) Notes 1 to 34 are an integral part of the consolidated financial statements. 6 1,317 399 (2,809) 3,233 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (1) Reporting Entity Petróleos de Venezuela, S.A. is a company incorporated and domiciled in the Bolivarian Republic of Venezuela and its headquarters are located at Edificio Petróleos de Venezuela, Torre Este, Avenida Libertador, La Campiña, Apartado N° 169, Caracas 1010-A. Petróleos de Venezuela, S.A. and its subsidiaries (PDVSA or the Company) are wholly-owned by the Bolivarian Republic of Venezuela, which controls, as stockholder, PDVSA through the Ministry of Popular Power for Energy and Oil (hereinafter referred to as MENPET). PDVSA is responsible, in Venezuela, for developing the hydrocarbon industry; and planning, coordinating, supervising and controlling the activities of its subsidiaries, both in Venezuela and abroad (see notes 3-a, 9, 14 and 28). Most of its foreign subsidiaries are responsible for refining and marketing activities in North America, Europe and the Caribbean. The consolidated financial statements of PDVSA, for the years ended December 31, 2007 and 2006, include the Company, its affiliates and jointly-controlled entities. Based on the new social responsibility of PDVSA, set forth in Articles 302 and 311 of the Constitution of the Bolivarian Republic of Venezuela and Article 5 of the Organic Hydrocarbons Law, regarding PDVSA’s involvement in the country’s social development and in order to support the development of infrastructure, highways and roads, agricultural, health and educational programs and other investments in Venezuela, PDVSA participates in diverse programs established by the National Government (see notes 3a, 15, 16 and 28). The main activities of PDVSA are governed by the Organic Hydrocarbons Law Gas activities are regulated by the Organic Law of Gas Hydrocarbons of September 1999 and its Regulation dated June 2000. In Official Gazette 38,443, published on May 24, 2006, the Partial Reform Law of the Organic Hydrocarbons Law was passed. The previous law was effective since 2002. Among the most relevant changes of this reform affecting PDVSA are the following new taxes: Production Tax: establishes a rate of one third of the value of all liquid hydrocarbons extracted determined using the same base established in the law to calculate royalties. In determining this tax, the taxpayer may deduct the amount that would have been paid as a royalty, including the additional royalty paid as a special advantage. Export Registration Tax: establishes a rate of one per one thousand over the value of all hydrocarbons exported from any domestic port, determined on the sales price of such hydrocarbons. 7 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (2) Basis of Presentation (a) Statement of Compliance The consolidated financial statements are prepared in accordance with International Financial Reporting Standards (IFRSs), adopted by the International Accounting Standards Board (IASB) and its interpretations issued by the International Financial Reporting Interpretations Committee (IFRIC) of the IASB. On March 19, 2008, the Board of Directors approved to submit for consideration at the Stockholder’s Meeting the consolidated financial statements for the year ended December 31, 2007, which are expected to be approved without changes. The consolidated financial statements for the year ended December 31, 2006, were approved at the Stockholder’s Meeting on September 7, 2007. (b) Basis of Measurement The consolidated financial statements have been prepared on the historical cost basis, except for certain assets and liabilities measured at fair value. Assets measured and stated at fair value are the following: derivative financial instruments, recoverable value-added tax and long-term accounts receivable from entities performing the social projects and energy agreements. The methods used to measure fair values are discussed comprehensively in note 6. (c) Functional and Presentation Currency The consolidated financial statements are stated in US dollars (dollar or $), which is the functional currency of the Company since the main economic environment of the operations of PDVSA is the international market of crude oil and refined products. Additionally, a significant portion of revenues and long-term debt as well as most costs, expenses and investments are denominated in dollars. All financial information presented in dollars has been rounded to the nearest million. (d) Use of Estimates and Judgements The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates, judgements and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. The Company uses its best estimates and judgments; however, actual results may differ from these estimates. The related estimates and assumptions are based on experience and other factors which are considered reasonable under current circumstances and form the basis for determining the carrying value of assets and liabilities not easily determinable by other means. Estimates and assumptions are reviewed periodically, and revisions of accounting estimates are recorded in the same year and in any future years affected. 8 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The significant areas of estimation, uncertainty and critical judgments in applying accounting policies that have the most significant effect on the amounts recognized in the financial statements follow: (e) Note 12 - Deferred income tax and use of tax losses Note 13 - Depreciation and amortization Note 22 - Employee termination, pension and other postretirement benefits. Note 23 - Accrual for asset retirement obligations (included in accruals and other liabilities). Note 25 - Valuation of financial instruments. Note 26 - Financial and operating leases. Note 27 - Provision for litigation and other claims and accrual for environmental matters. Presentation of Consolidated Balance Sheets In preparing and presenting its consolidated financial statements, until December 31, 2006, the Company used a balance sheet classification, which commenced with the presentation of assets and liabilities taking into account current and non-current items regarding their expected realization, in the case of assets, and the degree of immediacy of payment expectations, in the case of liabilities. During the year ended December 31, 2007, the Company, based on evaluations and believing that the nature of its transactions and industry trends would be more suitably presented, opted to prepare its balance sheets using different criteria, that is, assets and liabilities are presented beginning with non-current items followed by current items. As required under IAS, the new format was applied to the 2006 consolidated financial statements, presented for comparative purposes. 9 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (f) Consolidated Financial Statements – Subsidiaries Audited by Other Auditors The consolidated financial statements of PDVSA as of December 31, 2007 and 2006, and for the years then ended, were audited by independent auditors. A list of subsidiaries audited by auditors, other than our corporate auditors Alcaraz Cabrera Vázquez (a Venezuelan member firm of KPMG International), indicating the respective interest in net income and total assets with respect to the consolidated totals, is presented below: Company Rate (%) with regards to consolidated totals Year 2007 Year 2006 Net Total Net Total income income income assets Independent Auditors Subsidiaries : Petroboscán, S.A. 9.98% 1.30% 6.86% 0.74% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Petrolera Zuata, Petrozuata, S.A. 9.00% 3.57% - - Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Petroregional del Lago, S.A. 4.78% 1.08% 3.38% 1.11% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Petroquiriquire, S.A. 3.10% 0.56% 2.47% 0.52% Lara Marambio y Asociados, a member firm of Deloitte Touche Tohmatsu (Deloitte) Petrodelta, S.A. 2.89% 0.23% 0.03% 0.02% Lara Marambio y Asociados, a member firm of Deloitte Touche Tohmatsu (Deloitte) Petroindependiente, S.A. 1.76% 0.69% 0.84% 0.67% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Petrolera Sino-Venezolana, S.A. 1.50% 0.36% 1.22% 0.36% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Baripetrol, S.A. 1.43% 0.27% 1.06% 0.27% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Lagopetrol, S.A. 1.37% 0.03% 0.02% 0.01% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Boquerón, S.A. 1.09% 0.29% 0.07% 0.69% Mendoza, Delgado, Labrador y Asociados, a member firm of Ernst & Young Global (E&Y) Petroperijá, S.A. 1.02% 0.43% 0.61% 0.37% Mendoza, Delgado, Labrador y Asociados, a member firm of Ernst & Young Global (E&Y) Petrocabimas, S.A. 0.58% 0.11% 0.35% 0.12% Marambio González & Asociados Petrowarao, S.A. 0.38% 0.14% 0.37% 0.16% Lara Marambio y Asociados, a member firm of Deloitte Touche Tohmatsu (Deloitte) Petrocumarebo, S.A. 0.21% 0.07% -0.07% 0.06% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Petroguárico, S.A. 0.18% 0.05% 0.08% 0.06% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Proyecto Hamaca 7.51% 3.21% 5.28% 1.72% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Sincor Joint Operation 5.59% 2.49% 7.23% 3.69% Mendoza, Delgado, Labrador y Asociados, a member firm of Ernst & Young Global (E&Y) Proyecto Cerro Negro 3.66% 2.08% 4.55% 1.97% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) - - 3.48% 2.22% Espiñeira, Sheldon y Asociados, a member firm of PricewaterhouseCoopers (PWC) Joint Venture: Petrolera Zuata, Petrozuata, S.A. 10 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (3) Significant Accounting Policies Accounting policies have been applied consistently for all years presented in these consolidated financial statements and have been applied consistently by its subsidiaries, affiliates and jointly-controlled entities. Certain reclassifications have been made in the 2006 consolidated financial statements to conform to the classifications used in 2007. Also, the comparative consolidated statements of income have been presented as if discontinued operations in the current year had taken place at the beginning of the comparative year (see note 10). (a) Basis of Consolidation Investment in Subsidiaries Subsidiary companies are those controlled by PDVSA. Control exists when PDVSA has the power, directly or indirectly, to control the financial and operating policies of an entity in order to obtain benefits from its activities. In assessing control, potential voting rights that may be exercised or transferred are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ends. The accounting policies of subsidiaries have been amended as necessary to adjust them to the policies adopted by the Company. The most significant wholly-owned subsidiaries are the following: PDVSA Petróleo, S.A. (PDVSA Petróleo); Corporación Venezolana del Petróleo, S.A. (CVP); PDVSA Gas; S.A. (PDVSA Gas); and Deltaven, S.A. (Deltaven) in Venezuela; PDV Holding, Inc. (PDV Holding) and its main subsidiary PDV America, Inc. (PDV America) which operates in the United States of America. The main activity of PDVSA in the United States of America is represented by CITGO Petroleum Corporation and its subsidiaries (CITGO), wholly-owned by PDV America. During 2007, new PDVSA subsidiaries were incorporated to meet the requirements of operations under different energy cooperation agreements undertaken between the Bolivarian Republic of Venezuela and other countries, as well as other subsidiaries to service development activities: Magna Reserva; Orinoco Project; Delta Caribe; Growth of Traditional Areas; Refining, Infrastructure and Commercialization and Integration Projects, namely, PDV Sur, S.A.; PDV Andina, S.A.; PDVSA Panamá, S.A., PDVSA Ibérica, S.L.; PDVSA Agrícola, S.A.; PDVSA Industrial, S.A.; PDVSA Servicio, S.A. and PDVSA Gas Comunal, S.A. In accordance with the strategic objectives and guidelines of the National Government, the Stockholder’s Meeting of PDVSA in 2007 authorized the purchase of shares of the following companies operating the electricity sector in the country: C.A. La Electricidad de Caracas; Sistema Eléctrico del Estado Nueva Esparta, C.A. (SENECA); C.A. Electricidad de Valencia (ELEVAL) and C.A. Luz y Fuerza Eléctrica de Puerto Cabello (CALIFE) (see note 10). From October 2007, the consolidated financial statements of PDVSA include the financial statements of Petrolera Zuata, Petrozuata, C.A. (Petrozuata), resulting from control over its activities from that date. Until September 30, 2007, the investment in Petrozuata was recorded under the equity method (see note 9-a). 11 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Jointly-Controlled Entities Jointly-controlled entities are those where PDVSA has common control, established through a contractual agreement. PDVSA Petróleo participates through its consolidated subsidiaries PDVSA Cerro Negro, S.A. (PDVSA Cerro Negro), PDVSA Sincor, S.A. (PDVSA Sincor) and Corpoguanipa, S.A. (Corpoguanipa), in associations for the development of extra-heavy crude oil reserves in the Orinoco Belt. These subsidiaries of PDVSA Petróleo account for these investments using the proportional consolidation method, recognizing their percentage share in the assets, liabilities, income and costs, in accordance with their percentage participation in the joint businesses from the date that joint control commences until the date that joint control ceases. In accordance with guidelines established by the National Government, the activities of these entities are undertaken by mixed companies incorporated with a majority interest of PDVSA, from the time when the asset transfer decrees are published, which is expected to be during the first semester of 2008. After publication, the financial information of the mixed companies will be included in the consolidated financial statements of PDVSA on a consolidated basis (see notes 9-a and 33-a). Non-Consolidated Investees Non-consolidated investees are those entities where PDVSA has a significant influence, but not control, over the financial and operating policies. Significant influence is presumed when the Company owns directly or indirectly between 20 and 50 percent of the voting rights in the other company. The consolidated financial statements include the interest in the income or losses in the non-consolidated investees recorded on an equity basis, from the date when influence commences until the date when control ceases. The equity method consists of increasing the cost of the investment by the corresponding interest in the results of operations of the issuer for periods subsequent to the acquisition date. Dividends received are reduced from the carrying value of the investment. When the interest in losses exceeds the investment in an affiliate, the carrying value of that investment is reduced to zero and recognition of further losses ceases, except when PDVSA is jointly and severally liable for obligations incurred by such non-consolidated investees. Transactions Eliminated in Consolidation Intercompany balances and transactions, and any unrealized gains from intercompany transactions, are eliminated in preparing the consolidated financial statements. Unrealized gains from transactions with entities, whose investment is accounted for using the equity method, are eliminated against the interest in such companies. Unrealized losses are eliminated in the same manner as unrealized gains, provided that there is no evidence of impairment. (b) Currencies Other than the Dollar Transactions in Currencies Other than the Dollar Transactions in foreign currencies other than the dollar are translated to the respective functional currency of the related entities of the Company, at the exchange rate in effect at the transaction date. Monetary assets and liabilities in foreign currencies other than the dollar at the balance sheet date are translated into the functional currency using the applicable exchange rate on that date. The foreign currency gain or loss on monetary items is the difference between the net cost in the functional 12 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 currency at the beginning of the year, adjusted by the effective interest rate and payments during the year, and the net cost in foreign currency translated using the exchange rate at year-end. Nonmonetary assets and liabilities in currency other than dollar stated at fair value are retranslated to the functional currency using the exchange rate as of the date of determining fair value. Foreign exchange gain or losses resulting from retranslation are recorded in the consolidated statements of income (see note 5). Financial Statements of Subsidiaries Incorporated Outside Venezuela and the United States of America Assets and liabilities of subsidiaries outside of Venezuela and the United States of America are generally translated into dollars at the rate of exchange in effect at the reporting date. Income and expense items are translated at the weighted average exchange rate prevailing during each year presented. The accumulated translation effect has not been significant in recent years and is included in stockholder’s equity under accumulated losses. When a foreign operation is sold, fully or partially, the translation effect associated with such operation is recorded in the consolidated statements of income. (c) Financial Instruments Non-Derivative Financial Instruments Non-derivative financial instruments are cash and cash equivalents, restricted cash, recoverable tax credits, notes and accounts receivable, long-term accounts receivable, accounts payable to suppliers, long-term debt and other liabilities. Non-derivative financial instruments are initially recorded at fair value, plus any direct transaction costs, for financial instruments recorded at fair value and subsequent changes are recorded in the consolidated statement of income. A financial instrument is recorded when the Company engages or commits to the contractual clauses thereof. Financial assets are reversed if the contractual rights of the Company over the cash flows of the asset expire or if the Company transfers the financial asset to another entity without retaining control or a significant portion of risks and rewards of the asset. Regular way purchases and sales of financial assets are accounted for at trade date, which is generally the date on which the Company commits to purchase or sell the asset. Financial liabilities are derecognize when the specific contractual obligation of the Company expires or is paid. See accounting policies for recording financial income and expenses in note 3-o. Derivative Financial Instruments PDVSA uses derivative financial instruments to reduce its exposure to commodity price risk and interest rate risk arising from operational, borrowing and financing activities. In accordance with its corporate policy, PDVSA does not use derivative financial instruments for trading or speculative purposes. 13 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Derivative financial instruments are recorded initially at their fair value. Transaction costs are recorded in the consolidated statements of income when incurred. Subsequent to initial recognition, derivative financial instruments are measured at fair value recognizing any changes in the consolidated statements of income. The effects of changes in the fair value of derivatives in 2007 and 2006 are not significant and are included in the consolidated statements of income under other (income) expenses, net. (d) Property, Plant and Equipment Property, plant and equipment are stated at cost net of accumulated depreciation and impairment loss (see note 3-j). The successful efforts method of accounting is used for exploration and production activities for crude oil and gas. Costs of well development, related plant and equipment used in exploitation of oil and gas are recorded as part of the cost of assets. Costs of exploratory wells are recorded as assets until it is determined whether the well is commercially feasible; otherwise, such costs are charged to operating expenses. Other exploratory expenditures, including the geological and geophysical costs, are expensed as incurred. Major maintenance costs other than a general repair are capitalized when these are identified as a separate component of the asset to which such maintenance or repair corresponds and are depreciated over the period between one maintenance and another. Disbursements for minor maintenance, repairs and renewals incurred to maintain the facilities in normal operating condition are expensed. Gains or losses from withdrawal or disposal of assets are included as operating expenses in the consolidated statements of income. The cost of property, plant and equipment also includes, when relevant, the amounts associated with asset retirement obligations (see note 3-e). Financing costs of projects requiring major investments in long-term construction and those incurred from financing of specific projects are capitalized and amortized over the estimated useful lives of the related assets. The cost of assets built by the Company includes the cost of materials and direct labor as well as any other direct cost attributable to bringing the asset to working condition. It also includes dismantling and removal costs at the location where built. All disbursements relating to construction or purchase of property, plant and equipment in the stage prior to implementation are stated at cost as work in progress. Once the assets are ready for use, they are transferred to property, plant and equipment and depreciation or amortization commences. When parts of an asset under property, plant and equipment have different useful lives, they are recorded separately as a significant component of that asset. Gains or losses on disposal of an item of property, plant equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised under other (income) expenses, net in the consolidated statement of income. 14 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Depreciation and amortization of capitalized costs related to wells and facilities for the production of crude oil and gas, are determined using the units of production method by field, based on the proved developed reserves. The rates used are reviewed annually, based on an analysis of reserves and are applied retroactively at the beginning of the year. Capitalized costs of other plants and equipment are depreciated over their estimated useful lives, mainly using the straight-line method, which for plants and refining facilities range between 17 and 25 years; for storage facilities and crude oil and gas transportation between 12 and 25 years; for buildings and constructions 20 years; for machinery and equipment between 5 and 10 years; for land, maritime and air transportation units between 3 and 20 years; for the services of industrial and camps support between 10 and 17 years; and for remaining assets between 3 and 10 years. In addition, the assets acquired under financial leases are depreciated using the straight-line method over approximately 10 years, which approximates the average estimated useful life, with the transfer of ownership of these assets at the end of the lease term (see note 26). Depreciation methods and useful lives of property, plant and equipment are reviewed annually. (e) Costs Associated with Asset Retirement Obligations PDVSA capitalizes estimated cost associated with asset retirement obligations, involving assets for exploration activities and production of crude oil and gas and other industrial facilities, based on the future retirement plan for those assets. Costs are capitalized as part of the long-lived assets and are amortized by charging operating cost over their useful lives. Obligations associated with the retirement of long-lived assets are recorded at fair value on the date on which such obligation is incurred, based on future discounted cash flows. The fair values are determined based on current regulations and technologies. (f) Leased Assets Leased assets for which the Company undertakes substantially all risks and rewards are classified as capital leases. At the time of initial recognition, the leased asset is valued at the lower of its fair value and the present value of minimum lease payments. After initial recognition, the asset is recorded according to the applicable accounting policies. Other leases are deemed operating; therefore, such leased assets are not recorded in the consolidated balance sheets (see note 26). (g) Inventories Inventories are stated at the lower of cost or net realizable value. The cost of inventories of crude oil and its products is determined using the average cost method. Materials and supplies are stated principally at average cost, less an allowance for possible losses, and are classified into two groups: current assets and non-current assets. Net realizable value is the estimated sale value in the normal course of business, less costs to complete and estimated selling costs. 15 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (h) Trade Accounts Receivable Trade accounts receivable are recorded using the amounts billed and are stated net of an allowance for doubtful accounts, which represents the amount of probable losses. The Company estimates such allowance based on the aging of accounts receivable and the results of assessment of the client portfolio (see notes 18 and 25). (i) Cash and Cash Equivalents PDVSA considers as cash equivalents all deposits and other cash placements and time deposits with original maturities of less than three months and available on a current basis which at December 31, 2007 and 2006 amounted to approximately $622 million and $1,229 million, respectively. (j) Impairment of Assets Financial Assets PDVSA reviews the carrying value of its financial assets at each reporting date to determine whether there is any objective evidence of impairment. A financial asset is impaired if there is objective evidence that one or more events have had a negative effect on the estimated future cash flows of the asset. Significant financial assets are evaluated individually to determine their impairment. The remaining financial assets with similar credit-risk characteristics are evaluated as a group. An impairment loss is recognised in the consolidated statements of income. Reversal of an impairment loss is recorded if the reversed can be related objectively to an event occurring after the impairment loss was recognized (see note 25). Non-Financial Assets The carrying amounts of non-financial assets, excluding inventory and deferred tax, are reviewed at each reporting date to determine whether evidence of impairment exists. If any such indication exists, then the recoverable amount of the asset is estimated An impairment loss is recorded when the carrying amount of an asset or of its cash-generating unit exceeds its recoverable amount. A cash generating unit is the smallest group of assets identifiable generating cash flows substantially independent of other assets or groups of assets. Recoverability of assets to be held and used is measured by comparison of the carrying amount of the related assets to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recorded for the amount by which the carrying amount of the asset exceeds the fair value of the asset. The cost of the relevant asset is presented net of this impairment charge. Impairment is determined by the Company based on the cash generating units, in accordance with its business segments, geographical locations and the final use of the production generated by each unit. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount (see note 13). 16 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (k) Assets Held for Sale and Discontinued Operations Assets Held for Sale Non-current assets or alienable groups comprised of both assets and liabilities are classified as held for sale if their carrying value will be recovered by selling them and not by continuous use. This condition is met only when the sale is highly probable and non-current assets or alienable groups are available for sale immediately in their present condition, and the sale is expected to take place in the term of one year from their classification date. Immediately after their classification, non-current assets or alienable groups are recorded in accordance with the Company’s accounting policies and, subsequently, measured at the lower of carrying value or fair value, less estimated costs to sell (see note 10). Any impairment loss of an disposable group is first allocated to surplus and then prorated to the remaining assets and liabilities, except in the event that no loss has been recorded in inventories, financial assets, deferred tax assets, employee benefit assets, which would continue to be recorded initially in accordance with the Company’s policies. Any subsequent gain or loss from changes in fair value is recorded in the consolidated statements of income. Gain from changes in fair value may not exceed the accumulated impairment loss previously recognized. On the purchase date, the Company distributes the purchase cost of entities recognizing assets, liabilities and contingent assets identifiable at their fair values, except for assets held for sale, which are recorded at fair value less estimated costs to sell. Any difference between the purchase cost and the Company’s interest in the net fair value of identifiable assets, liabilities and contingent liabilities, as well as valuation of the purchase cost, is recorded initially reconsidering the valuation of those identifiable assets, liabilities and contingent liabilities, as well as the valuation of purchase cost, and subsequently, any excess of net assets acquired over the cost of the investment existing after their revaluation is recorded immediately in the income of that year. Discontinued Operations A discontinued operation is a business component of the Company represented by an operating segment or significant geographic area separated from the rest of the operations and has been disposed of or classified as held for sale or a subsidiary acquired exclusively for resale. Classification as discontinued operations occurs when the asset is retired, sold or otherwise disposed of or when the transaction meets the criteria to be classified as held for sale, if earlier. When an operation is classified as a discontinued operation, the comparative consolidated statement of income is restated as if the operation had been discontinued from the beginning of the comparative year (see note 10). 17 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (l) Employee Termination, Pension and Other Postretirement Benefits Retirement Plans PDVSA’s net obligation for retirement benefits as defined by contract is calculated for each participant in the plan, estimating the amount of future benefits that employees have acquired for their services during the current and prior periods; this benefit is discounted in order to determine its present value which is reduced by the fair market value of plan assets. The discount rate must reflect the performance which, at the date of the consolidated financial statements, is reflected by financial instruments issued by institutions with high credit ratings and having maturities similar to those of the obligations. The calculation is made by an actuary using the projected unit credit method. Improvements to benefits of a plan, relating to cost of past services, are recorded as an expense in the consolidated statement of income over the estimated period, until the benefits become vested. To the extent such benefits are vested, the expense is recorded immediately in the consolidated statement of income. The Company records as either income or expense a portion corresponding to the amount of its unrecorded actuarial gains or losses, exceeding 10% of the greater of the following amounts: a) the present value of defined benefit obligations; and b) the fair value of the plan’s assets. The resulting amount is divided by the average remaining service period of the employees participating in the plan. These limits are determined and applied separately for each of the defined benefit plans. Employees’ Severance Indemnities Employees’ severance indemnities corresponding to employees in Venezuela are recorded as incurred, in accordance with labor laws and collective labor contracts. A significant portion of the termination benefits has been deposited in trust accounts on behalf of the employees. On October 11, 2007, PDVSA signed a new collective labor contract, effective until 2009, whereby salary improvements and social benefits for the workers of the contractual payroll in Venezuela were introduced. The obligations arising from this collective labor contract are effective from November 2007. Short-Term Benefits Obligations for short-term benefits, such as employee bonuses, vacations and other benefits are recorded an expenses as the related services performed by the employee. Other Postretirement Benefits The net obligation for other postretirement benefits, contractually defined, is the amount of future benefits that employees have earned for their services during the current and previous periods. These benefits include health and dental plans, funereal insurance and electronic meal card. The obligation is calculated using the projected unit credit method, and is discounted to reflect its present value and is reduced by the fair value of related assets, if any. The discount rate must reflect the performance of financial instruments issued by institutions of high credit rating at the date of the consolidated financial statements and having maturities similar to those of the obligations. 18 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Costs of past services and actuarial gains and losses are recorded using the same methodology as the contractually defined retirement plan. (m) Provisions A provision is recorded if as a result of a past event the Company has a present or legal constructive obligation that can be reliably estimated, and it is probable that an outflow of economic benefits will be required to settle the obligation. According to the environmental policies established by PDVSA and current laws, a liability is recorded when the costs are probable and can be reliably estimated. The obligations for environmental conservation relating to income from current or future operations are recorded as expenses or assets, as the case may be. Obligations for past operations that do not contribute to generating current or future income are charged to expense. The creation of these provisions coincides with the identification of an obligation for environmental remediation where PDVSA has sufficient information to determine a fair estimate of the respective cost. Subsequent adjustments to estimates, if necessary, are made upon obtaining additional information. (n) Revenue Recognition Revenue from the sale of crude oil, natural gas, refined products and other, of the domestic and foreign subsidiaries are recorded in the statement of income when the risk and significant rights derived from property has been transferred to the buyer, the recovery of the respective account receivable is probable, there is sufficient evidence according to sale and prices have been fixed or are determinable. Mainly, these transfers are governed by the delivery terms in agreements with clients. Revenues from activities other than the principal activities of the Company are recorded when realized. Income is not recorded if there is a significant uncertainty regarding the recovery of the obligation acquired by the purchaser. (o) Financial Income and Expenses Financial income is mainly comprised of interest income on invested funds, gains from the sale of financial assets held for sale and changes in the fair value of financial assets, which are included in other (income) expenses, net in the consolidated statements of income. Financial expense related to impairment losses and changes in the fair value of financial assets are included in other (income) expenses, net in the consolidated statements of income. Financial expenses for interest on financial obligations are presented under finance expenses in the consolidated statements of income. (p) Income Tax Income Tax expense comprise current and deferred taxes. Income tax expense is recorded in the results of each year, except when it corresponds to items directly recorded in stockholder’s equity. 19 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Current tax is the estimated amount that must be paid based on the taxable income for the year, using the tax rates and methodology established by current laws, tax rates as of the balance sheet date and any adjustment to taxes payable from previous years. Deferred income tax is recorded using the balance sheet method. Deferred tax assets and liabilities are recorded for future tax consequences attributable to differences between the amounts of assets and liabilities stated in the balance sheet and their respective fiscal bases, and operating loss and tax credits carryforwards. Deferred tax assets and liabilities are measured using the tax rates applicable to taxable income in the year in which temporary differences will be recovered or cancelled, pursuant to law. The effect on deferred tax assets and liabilities of changes in tax rates is recorded in the results of the year in which they become effective. A deferred tax asset is recognized for tax benefits to the extent that it is probable that such benefits will be realized in the future. Deferred tax assets are reviewed at the date of the consolidated financial statements and are reduced to the extent that it is no longer probable that the related tax benefit will be realized. Income tax arising from the distribution of dividends, determined on the basis of the laws of each tax jurisdiction, is recorded as a liability when the liability to pay the related dividend is recognized. (q) Segments Reporting A segment is an identifiable component of PDVSA providing products or services (operating segment), or providing products or services within a specific economic environment (geographic segment), which is subject to specific risks and benefits that are different from those of other segments. PDVSA has determined that its business segments are based on the methodology used by management for internal reporting. PDVSA identifies these segments based on its business units and geographical locations. The operating segments of PDVSA include exploration and production activities of crude oil (upstream); refining, trade and supply (downstream); and gas (see note 8). Operating income, assets and liabilities of each segment include transactions and balances directly attributable to that segment, as well as any other item that can be distributed on a reasonable basis. Undistributed transactions and balances are mainly comprised of long-term debt, financial leases and related financial expenses, deferred income tax and income tax payable. Net disbursements for investments include net total costs incurred in the year for the purchase of property, plant and equipment. (r) Operating Agreements Operating Agreements of the first, second and third round executed by PDVSA with domestic and foreign companies in 1992, 1993 and 1997, respectively, were effective until March 31, 2006. After that date, the activities relating to such operating agreements were undertaken by “Empresas Mixtas” majority-owned by PDVSA (see note 9-b). 20 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Until March 31, 2006, the balances corresponding to operating agreements were controlled through memorandum accounts, considering that the respective payments were subject to compliance with certain variables and conditions established in the contracts. Recorded in such memorandum accounts are property, plant and equipment, depreciation and the costs and expenses related to such agreements. These operating agreements provide for periodic payments for operating and capital fees or stipends based on crude oil production, subject to certain restrictions. The amounts recorded for fees and stipends are accounted for in operating expenses. (s) Research and Development Costs Research costs incurred to obtain new scientific or technical knowledge are recorded as operating expenses in the consolidated statements of income when incurred. In 2007 and 2006, such costs amounted to $188 million and $126 million, respectively. Development activities involve a plan or design for production of new or substantially improved products and processes. Development costs are capitalized only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable and the Company has sufficient resources to complete development and to use or sell the asset. The capitalized costs include the cost of materials, direct labor and other general expenses that are directly attributable to preparing the asset for its intended use. Other development costs are expensed in income as incurred. Capitalized development costs are measured at cost less accumulated amortization and accumulated impairment losses. (t) Social Development Contributions Correspond to contributions to social programs and projects through which PDVSA takes part in the social and integral development of the country (see notes 1, 15, 16 and 28). Most of these contributions are recorded directly as an expense at the time the disbursements are made. (u) Recently Issued Accounting Standards Several new standards, amendments and interpretation to current standards are not effective for the year ended December 31, 2007 and have not been applied in preparation of these consolidated financial statements. The most significant standards for PDVSA are the following: In November 2006, the IASB issued International Financial Reporting Standard 8 (IFRS 8) Operating Segments. This standard is effective for fiscal years beginning on or after January 1, 2009. IFRS 8 introduces a “management approach” to segment reporting and will require the disclosure of operating segment information based on internal reports regularly reviewed by the Company’s Chief Operating Decision Maker in order to assess each segment’s performance. The Company completed its analysis of this standard and determined that it will not have any significant effect on the consolidated financial statements. 21 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In March 2007, the IASB issued revised International Accounting Standard 23 Borrowing Costs (IAS 23), which removes the option to expense borrowing costs and requires capitalization of such costs, directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. This standard will be effective for fiscal years beginning on or after January 1, 2009. The Company completed its analysis of this standard and determined that it will not significantly affect the consolidated financial statements. In July 2007, the IASB issued Interpretation 14 (IFRIC 14) - IAS 19 The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, which clarifies when refunds or reductions in future contributions in relation to defined benefit assets should be regarded as available and, provides guidance on the impact of the minimum funding requirements of such assets. It also addresses when the minimum funding requirement might give rise to a liability. This interpretation is effective for fiscal years beginning on or after January 1, 2008. PDVSA is currently evaluating this standard and has yet to determine any possible effects on the consolidated financial statements. In September 2007, the IASB issued International Accounting Standard 1 revised (IAS 1) Presentation of Financial Statements, which introduces an unrealized statement of income for transactions with stockholders, for the purpose of improving analysis and comparability of information in the financial statements. This standard will be effective for fiscal years beginning on or after January 1, 2009. PDVSA is currently evaluating this standard and has yet to determine any possible effects on the consolidated financial statements. (v) Recently Adopted Accounting Standards In 2007, the following standards and interpretations are effective: International Financial Reporting Standard 7 Financial Instruments: Disclosures and the amendment to IAS 1 Presentation of Financial Statements: Capital Disclosures require detailed disclosures about the significance of financial instruments for an entity’s financial position and performance, and quantitative and qualitative disclosures on the nature and extent of risks (see notes 3-c and 25). IFRIC 9 Reassessment of Embedded Derivatives requiring that an assessment of whether embedded derivatives should be separated from the underlying host contract should be made only when there are changes to the contract. 22 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Interpretation 10 (IFRIC 10) Interim Financial Information and Impairment prohibits the reversal of an impairment loss recognized in a previous interim period in respect of goodwill, an investment in an equity instrument or financial asset carried at cost. The Company’s accounting policies have been reviewed and modified as necessary, in order to adopt the requirements established in these new standards or interpretations. Adoption of these standards and interpretations did not have any significant effects on PDVSA’s consolidated financial statements. (4) Foreign Exchange Agreement with the Banco Central de Venezuela (BCV) On March 22, 2007 Official Gazette 38,650 was published containing Foreign Currency Agreement 9, which establishes that PDVSA may acquire currency directly from the BCV to replace, up to the authorized amount, funds placed offshore in accordance with Article 113 of the of BCV Law. Based on this agreement, on February 8, 2007, the Board of Directors of BCV authorized PDVSA to keep a special fund of up to $3,500 million to meet requirements associated with the Oil Production Plan 2007 - 2013. Based on the BCV Law and Currency Agreement 9, on March 2, 2006 the directors of the BCV authorized PDVSA to increase the revolving fund to $2,000 million, to secure operating payments and investments. According to the above reform law, effective since July 20, 2005, PDVSA must only sell to the BCV income in foreign currency required to meet its obligations in domestic currency. The remaining amounts in foreign currency can be held by PDVSA to meet its foreign-currency obligations and investments. Any excess must be transferred by PDVSA to the Fondo de Desarrollo Nacional (FONDEN), created by the Government on September 8, 2005, for the support of social investment projects for production, education, health, special situations and improvement of the profile and balance of foreign public debt (see note 28). On November 21, 2005, the National Government and the BCV subscribed Foreign-Currency Exchange Agreement 9, which establishes the use of funds derived from export of hydrocarbons, including gaseous hydrocarbons and others, which must be sold to the BCV, except for those resulting from PDVSA’s activities as mentioned in the BCV Law above. This agreement states that PDVSA and its subsidiaries are not allowed to maintain funds in foreign currency within the National Territory for more than 48 hours and establishes conditions for the use of funds by PDVSA, the monthly information to be filed with the BCV relating to the flow of funds generated by its activities, its asset and liability positions in foreign currency and detailed information of the payments made by PDVSA abroad. On March 1, 2005, the National Government and the BCV superseded Exchange Agreement 2 of February 6, 2004, fixing the exchange rates for the sale and purchase of foreign currency at Bs2,150.00 and Bs2,144.60 to $1, respectively. 23 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (5) Transactions and Balances in Currencies Other than the Dollar PDVSA has the following monetary assets and liabilities denominated in currencies other than the dollar which are converted to dollars at the exchange rate prevailing at the balance sheet date (in millions of dollars): December 31 2007 2006 Monetary assets: Bolivars Euros Other currency Monetary liabilities: Bolivars Yens Euros Other currency Net monetary liability position 12,619 502 5 11,056 452 15 13,126 11,523 18,942 213 3 35 12,591 249 3 42 19,193 12,885 (6,067) (1,362) The year-end exchange rate, the average exchange rate for the year and the inter-annual increases in the exchange rate and Consumer Price Index (CPI), published by the BCV, were as follows: December 31 2007 2006 Exchange rate for dollars at year-end (Bs/$1) Average annual dollar exchange rate (Bs/$1) Interannual increase in the CPI (%) (6) 2,150 2,150 22 2,150 2,150 17 Fair Value of Financial Instruments Certain of the Company’s accounting policies and disclosures require the determination of fair values both for financial and non-financial assets and liabilities. Fair values have been determined by the Company using available market information and appropriate valuation methodologies. Additional information about fair value estimates is included in the specific notes to the assets and liabilities. The fair value of property, plant and equipment recognized as a result of a business combination is based mainly on market values and other suitable valuation methods. The market value of assets is the estimated amount at which it could be exchanged on the valuation date between a willing buyer and seller in an arm’s length transaction, after proper marketing wherein the parties had each acted knowleageably, prudently and without compulsion. 24 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The fair value of recoverable value-added tax, long-term accounts receivable and other assets and liabilities is determined by discounting net cash flows expected to be generated by the asset, using interest rates applicable in the money market. Restricted cash bears interest at variable market rates, and the carrying amount approximates fair value. The carrying value of cash and cash equivalents, notes and accounts receivable, prepaid expenses and other assets, accounts payable to suppliers approximate their fair values due to the short maturity of these instruments. The fair value of derivative financial instruments is based on the estimated amount that the Company would receive or pay to terminate the agreements, taking into account current commodity prices and interest rates and the current creditworthiness of the parties involved. The fair value of long-term debt as of December 31, 2007 and 2006, which is determined for disclosure purposes, is based on interest rates that are currently available to PDVSA for the issue of debt with similar terms and remaining maturities and broker quotes which contemplate credit risk. The fair value of non-derivative instruments, which is determined for disclosure purposes, is determined based on the present value of future cash flows of interest and capital, discounted at the market interest rate as of the date of the consolidated financial statements. For financial lease agreements, the market interest rate is determined based on similar lease agreements. (7) Financial Risk Management PDVSA has exposure to the following risks from its use of financial instruments: Credit risk Liquidity risk Market risk This note presents information about PDVSA’s exposure to each of the above risks, the Company’s, objectives, policies and processes for measuring and managing risks, and the Company’s management of capital. The consolidated financial statements include quantitative disclosures (see note 25). The Board of Directors of PDVSA is responsible for establishing and oversight of the Company’s risk management framework. When developing the strategic plan and budget for the Company, business risks are analyzed to gain an understanding of their impact on the Company. Risk management policies are established to identify and analyze the risks faced by the Company, set proper risk limits and controls, and monitor risks and compliance with limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. 25 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (a) Credit Risk Credit risk is the risk of financial loss to the Company if a client or counterparty to a financial instrument fails to meet its contractual obligations which arise principally from cash and cash equivalents and accounts receivable. For the purpose of mitigating credit risk, cash equivalents are represented by high-quality instruments placed in different institutions. Also, accounts receivable are distributed among a broad and reliable client portfolio worldwide and, periodically, their financial position is evaluated. As a result of this evaluation, an allowance for doubtful accounts is recognized in the consolidated financial statements (see notes 18 and 25). (b) Liquidity Risk Liquidity risk is the risk that the Company will not be able to meet its financial obligations upon maturity. The Company’s approach to managing liquidity to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when are, under both normal and stressed conditions, without incurring unacceptable losses or risking the Company’s reputation. The Company ensures that it has enough cash available to meet expected operating expenses for a term of 90 days, including payment of financial obligations. This excludes the possible impact of extreme circumstances that may not be reasonably foreseen, such as natural disasters. Furthermore, PDVSA maintains credit facilities, with unused balances not bearing interest (see notes 21 and 25). (c) Market Risk Market risk is the risk of changes in market prices, including exchange rates, interest rates or sales prices, affecting the income of PDVSA or the value of its financial instruments. The activities of the Company, financial conditions and the results of its operations depend on export volumes and crude oil and byproduct prices. These prices are cyclical and tend to be unstable; therefore, the primary risk is volatility of crude oil and byproduct prices. PDVSA constantly monitors market conditions to ensure optimal placement of its crude oil and other products. Furthermore, the Bolivarian Republic of Venezuela is a member of the Organization of Petrol Producing Countries (OPEC), through which it enters into agreements aimed at stabilizing prices for crude oil and by-products (see note 27). (8) Operating Segments and Geographical Data Inter segment sales, which primarily consist of sales of crude oil and natural gas, are generally made at approximate market prices. PDVSA evaluates the performance of its segments and allocates resources to them based on net revenues, operating income (sales of crude oil and products, less cost and expenses except for borrowing expenses), net disbursements for investment and property, plant and equipment. 26 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (a) Business Segments The following are the main business segments of the Company: (b) The exploration and production activities include the search for oil and gas reserves, and improvement of extra-heavy crude, and transportation of crude and natural gas to the point of delivery to the refineries and fractionation plants. Refining, supply and marketing activities in Venezuela include the administration of refineries, marketing and transportation of crude oil and refined products under the brand name PDV. The refining, trade and supply activities in the USA comprise the administration of refineries and gasoline and byproducts marketing, mainly in the East and the Midwest regions of the United States, under the brand name CITGO. The gas activity includes the management of gas processing plants, commercialization and upgrading of natural and liquid gas, both for industrial and household use, as well as its transportation, distribution, placement, and sale. Geographical Segments The exploration and production activities for crude oil and gas are performed solely in Venezuela. Refining, supply and marketing activities are focused mainly in Venezuela and the USA. The “other” line item includes corporate related items and results of non-significant operations in Venezuela, Europe and the Caribbean. Information by geographical sector, income and assets by segment are based on the geographical location of assets. 27 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Financial information for the segments of the Company is presented in the following table (in millions of dollars): Refining, trade and supply 2007 2006 Exploration and production 2007 2006 Gas 2007 2006 Other 2007 2006 Total 2007 2006 At December 31, 2007 Current assets not distributed Segment assets: Property, plant and equipment, net: In Venezuela In the United States of America In other countries Total property, plant and equipment, net 23,033 33,503 - 26,990 - 6,674 4,578 332 5,317 4,572 300 6,977 - 4,566 - 372 - 604 154 47,526 4,578 332 37,477 4,572 454 33,503 26,990 11,584 10,189 6,977 4,566 372 758 52,436 42,503 15,887 14,993 107,672 80,529 Non - current assets not distributed Total assets Segment liabilities: In Venezuela In the United States of America In other countries 39,349 16,090 - 11,001 - 1,782 3,180 738 2,653 3,457 141 1,830 - 990 - 4,147 834 1,022 387 23,849 3,180 1,572 15,666 3,457 528 16,090 11,001 5,700 6,251 1,830 990 4,981 1,409 28,601 19,651 Total liabilities not ditributed 23,009 7,775 Total liabilities 51,610 27,426 Total segment liabilities 28 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Exploration and production 2007 2006 Years ended December 31 Capital expenditure, net: In Venezuela In the United States of America In other countries Total capital expenditure, net Refining trade and supply 2007 2006 Gas 2007 2006 7,955 - 4,166 - 1,600 371 57 385 685 606 3,122 - 1,244 - Discontinued operations (3) 2007 2006 - Other 2007 2006 Eliminations 2007 2006 Total 2007 2006 - (303) 50 77 30 - - 12,374 371 107 5,872 685 636 Discontinued operations (3) 2007 2006 - - 12,374 371 107 5,872 685 636 - 12,852 7,193 4,018 3,640 7,955 4,166 2,028 1,676 3,122 1,244 - - (253) 107 - - 12,852 7,193 2,446 2,269 1,293 1,192 219 161 146 12 60 18 - - 4,164 3,652 Cost of asset retirement obligations 54 179 - - (1) 16 - - - - - - 53 195 - - 53 195 Impairment loss (reversal) 10 - (74) - - - - - - 10 (93) - - 10 (93) Depreciation and amortization Sale of crude oil and products: In Venezuela In the United States of America In other countries Total income Operating income: In Venezuela In the United States of America In other countries Total operating income (loss) (5) - (14) (146) (12) 69,550 - 56,414 - 57,652 38,014 17,854 50,428 47,742 16,370 4,732 - 3,801 - 859 17 15 488 20 350 203 671 (68,371) (23,697) - (56,388) (1) (20,339) (1) - 64,910 14,317 17,891 54,605 27,606 17,056 (859) (17) (15) 64,051 14,317 17,874 54,605 27,606 17,041 69,550 56,414 113,520 114,540 4,732 3,801 876 15 508 1,224 (92,068) (76,727) 97,118 99,267 (876) (15) 96,242 99,252 36,541 - 28,062 - (19,001) 2,315 (146) (12,426) 2,826 - 1,110 - 2,029 - 111 29 20 (126) 483 311 324 3,326 - (164) (2) - 21,961 2,315 366 17,812 2,826 344 (111) (29) (20) 21,850 2,315 337 17,812 2,826 324 36,541 28,062 (16,832) (9,600) 1,110 2,029 140 20 357 635 3,326 (164) 24,642 20,982 (140) (20) 24,502 20,962 Finance expenses: Equity in earning of non-consolidated investees Gain on sale of investment in earnings of non-consolidated investees Social development expenses Income tax Net income Non-cash expenses (income) for depreciation and depletion - Continuing operations 2007 2006 1,264 544 1,240 297 191 (24) - Non-cash net income not distributed Total non-cash income - 152 254 - - (584) 733 (267) 1,120 - - (584) 733 (267) 1,120 641 (14,102) (5,057) 1,432 (13,784) (4,031) 40 - 641 (14,102) (5,017) 1,432 (13,784) (4,031) 6,273 5,452 (100) 6,173 5,432 (20) 2,847 1,071 - - 2,847 1,071 (3,051) (1,980) - - (3,051) (1,980) (204) (909) - - (204) (909) (1) Represents elimination of sales between segments. (2) Represents elimination of purchases and costs between segment. (3) See note 10. (Continued) 29 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Financial information relating to geographical segments of the Company is presented in the table below (in millions of dollars): Venezuela United States of America Other countries Total 46,632 47,526 38,014 4,578 11,596 332 96,242 52,436 51,157 36,873 47,742 4,572 353 1,058 99,252 42,503 December 31, 2007 Net sales (1) Long-lived assets (1) December 31, 2006 Net sales (1) Long-lived assets (2) (9) (1) Based on the country in which the sale originates. (2) Based on asset location. Joint Development Activities PDVSA has entered into association agreements and joint projects with other countries. important agreements follow: (a) The most Development of the Orinoco Belt Extra-Heavy Crude Oil Reserves The Venezuelan National Assembly (formerly National Congress) approved between 1993 and 1999 several joint ventures for exploring and upgrading extra-heavy crude oil and marketing of upgraded crude oil, of the Orinoco Belt. The purpose of these joint ventures was to perform vertically integrated activities for the exploration, development, production, mixing and transport of extraheavy crude oil, in the areas of Junín (formerly Zuata), Carabobo (formerly Cerro Negro) and Ayacucho (formerly Hamaca) of Orinoco Belt, for processing in the improvement plants to produce upgraded crude oil of high gravity to be traded in foreign markets. The disbursements required by these associations for the development and completion of the projects were funded by PDVSA, capital contributions from investors, debt financing and income from production during the development stage. Under the “Plena Soberanía Petrolera" policy and for the purpose of putting an end to the privatization process of the Venezuelan oil industry since the 1990’s, on February 26, 2007 the government of the Bolivarian Republic of Venezuela issued Decree Law 5,200 for Migration of Joint Ventures in the Orinoco Belt to “Empresas Mixtas”, as well as Exploration and Profit Sharing Agreements; therefore, Petrolera Zuata, Petrozuata C.A. (Petrozuata), Sincrudos de Oriente, S.A. (Sincor), Petrolera Cerro Negro, S.A. (Cerro Negro) and Petrolera Hamaca, C.A. (Hamaca) must become “Empresas Mixtas”, in which the subsidiary CVP or any other PDVSA subsidiary will have no less than a 60% interest, in accordance with the provisions of the Organic Hydrocarbons Law. 30 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In this connection, transition commissions were created for each of the aforementioned agreements. These commissions joined their Board of Directors to ensure transfer of control of all of their activities to the new “Empresas Mixtas”. Also, this Decree Law granted the partners of the agreements a term of four months beginning on the date of its enactment to agree the terms and conditions for their possible involvement in the new “Empresas Mixtas”, as well as an additional term to furnish the National Assembly with the terms and conditions for authorization in accordance with the Organic Hydrocarbons Law. Once the term has elapsed, without an agreement for incorporation and operation of the “Empresas Mixtas”, the Bolivarian Republic of Venezuela, through PDVSA, will directly undertake the activities set forth in the different agreements to ensure continuity in accordance with their public and social interest. On June 26, 2007, PDVSA executed memoranda of understanding with transnational companies which are parties to the aforementioned agreements, except for ConocoPhillips in Petrozuata and ExxonMobil in Cerro Negro, with which no agreements were reached; therefore, PDVSA undertook the activities of those agreements. These memoranda of understanding define the share composition of “Empresas Mixtas” to be incorporated, which will be subject to approval by the National Assembly, as set forth in the Organic Hydrocarbons Law. Official Gazette 38,785, dated October 8, 2007, contained the Law on the Effect of the Migration Process of Joint Ventures of the Orinoco Belt to “Empresas Mixtas”, as well as Exploration and Profit Sharing Agreements. This Law establishes terms for the private parties to reach agreements to incorporate the “Empresas Mixtas”. In the event that agreements are not reached, PDVSA or one of its subsidiaries will undertake operations. PDVSA received from the National Government the net assets of the partners that decided not to migrate to “Empresas Mixtas”, recording a net liability as of December 31, 2007 with the Bolivarian Republic of Venezuela of $1,706 million, which includes the following balances (in millions of dollars): Accounts payable to related parties (see note 23) Net value of assets received Notes and accounts receivable Companies and related entities (see note 18) corresponding mainly to payments made by PDVSA to different creditors, for financial obligations to release on loan covenants Petrozuata Cerro Negro 795 344 795 Hamaca 1,345 (316) (462) 28 883 Total 2,484 (778) 1,706 This same law sets forth that the Joint Ventures of the Orinoco Oil Belt and Exploration and Profit Sharing Agreements will be terminated as of the date of publication of the decree transferring the right to perform their principal activities to “Empresas Mixtas” incorporated in accordance with Decree Law 5,200. The joint ventures will continue to perform their activities with the partners that decide to migrate to “Empresas Mixtas’ until publication of the aforementioned transfer decrees. As of December 31, 2007, no transfer decrees have been published (see note 33-a). 31 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In Official Gazette 38,801, dated November 1, 2007, the National Assembly approved the creation of the following “Empresas Mixtas”: "Empresa Mixta" Petromonagas, S.A. Petrocedeño, S.A. Petropiar, S.A. PDVSA's share (%) Area or Agreement 83.33 60.00 70.00 Cerro Negro Sincor Hamaca CVP Partners Veba Oil & Gas Cerro Negro GmbH Statoil Sincor AS Chevron Orinoco Holdings B.V. As a result of the migration to “Empresas Mixtas” of joint ventures of the Orinoco Oil Belt and Exploration and Profit Sharing Agreements, ExxonMobil sought arbitration and precautionary measures against PDVSA (see note 27). A summary of the joint ventures follows: Joint venture PDVSA's share (%) Partner As of December 31, 2007 Petrozuata Cerro Negro Sincor Hamaca 100.00 83.33 38.00 70.00 British Petroleum (BP) Total Fina - Statoil ChevronTexaco As of December 31, 2006 Petrozuata Cerro Negro Sincor Hamaca 49.90 41.67 38.00 30.00 ConocoPhillips ExxonMobil - British Petroleum (BP) Total Fina - Statoil ChevronTexaco - ConocoPhillips In the quarter ended December 31, 2007, Petrozuata contributed profits of $289 million. If consolidation had taken place from January 1, 2007, management believes that consolidated sales and consolidated net income for 2007 would have amounted to $97,461 million and $6,396 million, respectively. 32 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 A summary of the combined financial statements of the Cerro Negro, Sincor and Hamaca joint ventures follows (in millions of dollars): December 31, 2007 2006 Financial position: Non-current assets Current assets Non-current liabilities Current liabilities Net stockholder's equity 10,199 3,304 (1,876) (1,465) 10,042 1,330 (2,071) (1,023) 10,162 8,278 Years ended December 31, 2007 2006 Results of operations: Sales Costs and expenses Operating income Net income 7,396 (4,117) 3,279 3,279 5,877 (2,744) 3,133 2,972 Exploration and Profit Sharing Agreements In January 1996, the subsidiary CVP was appointed, through contract-risk and profit-sharing agreements with private investor companies (association agreements), to coordinate, control and supervise the activities relating to the exploration and extraction in hydrocarbon fields in new areas. These agreements establish the creation of a Control Committee, as the ultimate body for approval and control, making fundamental decisions in the national interest on behalf of the Venezuelan Government, in connection with the execution of these association agreements. These areas were assigned by means of a competitive bid process to participate in association agreements with CVP. These agreements establish that investors will carry out exploration activities at risk, and in those cases where a field is declared commercially viable and a development plan is approved by the Control Committee, CVP will notify the investors of its participation in such development. The participation of CVP will not be less than 1% or greater than 35%. Considering the exploration, development and commercial production phases of the areas and their potential extension, the agreements, in general, will have a maximum duration of thirty-nine years. 33 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In accordance with the terms of the association agreements, CVP and the investors incorporated jointly “Empresas Mixtas” for each area, the capital stock of which is represented by 35% Class “A” shares owned by CVP and 65% Class “B” shares owned by the investors. The purpose of the jointly “Empresas Mixtas” is to direct, coordinate and supervise the activities that will be executed by the operators of the areas. As of December 31, 2006, CVP holds investments in shares representing its 35% interest in the “Empresas Mixtas” as of that date, as follows: Area Eastern Paria Gulf Western Paria Gulf La Ceiba Partners of CVP Ineparia Inc - Conoco Venezuela, C. A. - ENI Venezuela B.V. (ENI) - OPIC Karimun Corporation (OPIC) Conoco Venezuela, C. A. - ENI - OPIC Mobil Venezolana de Petróleos, Inc PetroCanada "Empresas Mixtas" Administradora del Golfo de Paria Este, S.A. Compañía Agua Plana, S.A. Administradora Petrolera La Ceiba, C.A. The activities performed in 2006 by the above “Empresas Mixtas” were mainly comprised of completing exploration and development efforts and programs, as well as approving and continuing with the assessment and outline plans. These companies have not commenced hydrocarbon production for commercial purposes. In October 2002, the Control Committee announced the commercial approval of the discovery in the Western Paria Gulf Project, named Corocoro, and in May 2003 the Board of Directors of PDVSA authorized CVP to take part in the development plan for this discovery. The participants in the Corocoro development plan are CVP (35%), Conoco Venezuela, C.A. (32.5%), ENI (26.0%) and OPIC (6.5%). In 2006, Phase I of the development of the project was launched using a temporary processing facility as a production barge. In 2007, the partners Conoco Venezuela, C.A. and OPIC, withdrew from the operation as they did not sign the Memorandum of Understanding for Migration to as “Empresa Mixta”; therefore, in accordance with regulations for the migration process, the development of the project will be continued by the partners CVP and ENI, until the transfer decree is issued for the “Empresa Mixta” Petrosucre, S.A. (see note 33-a). As of December 31, 2007 and 2006, property, plant and equipment include approximately $284 million and $209 million, respectively, corresponding to contributions made by CVP to this project. In 2007, as a result of the Law on Migration to “Empresas Mixtas” of Joint Ventures of the Orinoco Oil Belt, Exploration and Profit Sharing Agreements, the partners of the joint venture of the East Paria Gulf area entered into an agreement to migrate to the “Empresa Mixta” Petrolera Paria, S.A. This joint venture will continue its activities until the transfer decree is published. Such decree has not been published as of December 31, 2007 (see note 33-a). 34 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 With regards to the joint venture in the area of La Ceiba, in 2007, Mobil Venezolana de Petróleo, Inc. (a subsidiary of ExxonMobil) and Petro-Canada did not enter into the memorandum of understanding for migration to an “Empresa Mixta”; therefore, activities in this area were undertaken by PDVSA. In August 2007, CVP paid Petro-Canada the sum of $75 million for settlement of the joint venture at the area of La Ceiba, which is included under notes and accounts receivable from related entities as of December 31, 2007. ExxonMobil sought arbitration and precautionary measures against PDVSA, relating to this process (see note 27). In Official Gazette 38,801, dated November 1, 2007, the National Assembly approved the creation of the following “Empresas Mixtas”: Area Eastern Paria Gulf Western Paria Gulf Central Paria Gulf Zumano CVP Partners Sinopec International Petroleum Corporation and Production Corporation - Ineparia, Inc. ENI Venezuela B. V. ENI Venezuela B. V. Ineparia, Inc. CNPC Venezuela B. V. “Empresa Mixta” Petrolera Paria, S.A. Petrosucre, S.A. Petrolera Güiria, S.A. Petrozumano, S.A. Orimulsión® Agreements In April 2001, a cooperation agreement for Orimulsión® was signed between BITOR and China National Oil and Gas Exploration and Development Corporation (CNODC), a subsidiary of China National Petroleum Corporation (CNPC), the objective of which is to carry out a series of pre-investments necessary to determine definitively the feasibility of the project. On December 13, 2001, the National Assembly of the Bolivarian Republic of Venezuela authorized BITOR to establish with CNODC, a jointly controlled entity named Orifuels Sinoven, S. A. (SINOVENSA). Pursuant to “Full Oil Sovereignty” policies and to enhance the value of the natural resource and use extra-heavy crude oil for mixing, in the first quarter of 2006, the Company ceased production of Orimulsión® at its facilities in Morichal (Monagas state) and launched a negotiation process regarding existing Orimulsion® supply agreements. As part of the negotiation, certain clients have agreed to receive fuel oil instead of Orimulsión® whereas others have terminated their supply agreements. In the case of SINOVENSA, PDVSA is in conversations with the China National Petroleum Corporation (CNPC) to agree the new structure for an “Empresa Mixta” under Decree 5,200. 35 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (b) Migration of Operating Agreements to “Empresas Mixtas” Migration to “Empresas Mixtas” In 2005, MENPET (the Ministry of Popular Power for Energy and Oil) performed legal and technical analyses of the 32 operating agreements, which concluded that such agreements contain, among other elements, fee clauses based on the volume and price of the hydrocarbons produced in the areas, which contravenes the nature of a simple service contract and is not in accordance with the current Organic Hydrocarbons Law. On April 12, 2005, MENPET instructed the Board of Directors of PDVSA to correct the omissions or errors in all operating agreements and evaluated the legal mechanisms to extinguish such operating agreements in a period of not more than one year. In the last quarter of 2005, all of the companies with operating agreements signed “Transitory Agreements” in order to review the original operating agreements and form “Empresas Mixtas”. On March 31, 2006, the National Assembly enacted the Terms and Conditions for Incorporating “Empresas Mixtas”, as well as the model of the Contract for Conversion into “Empresas Mixtas” to be executed by any private companies interested in such process. On that same date, the respective Memoranda of Understanding for the migration of Operating Agreements to “Empresas Mixtas”, except for the operators of two Operating Agreements, which voluntarily abstained from doing so. The aforementioned Contract for Conversion into “Empresas Mixtas” establishes the automatic termination of Operating Agreements from March 31, 2006, without the operating companies having the right to be compensated, except for payments corresponding to the first quarter of 2006 or to file any claim relating to such termination. Furthermore, it was agreed that the assets operated as of that date by such Operating Agreements were to be immediately at the disposal of the “Empresas Mixtas” for performance of their activities, and property thereof would be subsequently transferred. On April 1, 2006, the value of assets contributed for the incorporation of the “Empresas Mixtas” was $4,991 million ($4,931 million of assets previously recorded in memorandum accounts of PDVSA and $60 million contributed by minority investors), which were recorded by the “Empresas Mixtas”, mainly as property, plant and equipment credited to an equity account. 36 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 According to the Terms and Conditions for Incorporating “Empresas Mixtas”, approved by the National Assembly, such companies would operate in a transition period from April 1, 2006 to the date of incorporation. Once incorporated, the contractual terms would be applicable retroactively from April 1, 2006. As of December 31, 2006, the following 19 “Empresas Mixtas” were incorporated, which had obtained the respective official permits to perform the primary activities set forth in the Organic Hydrocarbons Law: Interest of PDVSA (%) “Empresas Mixtas” Petroperijá, S.A. Petrowarao, S.A. Boquerón, S.A. Petroindependiente, S.A. Petrocabimas, S.A. Petronado, S.A. Petrokariña, S.A. Petroven-Bras, S.A. Petroguárico, S.A. Petrocuragua, S.A. Petrocumarebo, S.A. Petrolera Kaki, S.A. Petroboscán, S.A. Petroritupano, S.A. Petroregional del Lago, S.A. Petroquiriquire, S.A. Petrolera Sino-Venezolana, S.A. Petrowayu, S.A. Baripetrol, S.A. 60.00 60.00 60.00 74.80 60.00 60.00 60.00 60.00 70.00 60.00 60.00 60.00 60.00 60.00 60.00 60.00 75.00 60.00 60.00 On March 5, 2007, PDVSA, through its subsidiary CVP, entered into a payment agreement with Total Oil & Gas and British Petroleum, to end all interest, rights, actions or claims relating to the extinct operating agreement, corresponding to Campo Jusepín in Monagas state, amounting to $250 million. In June 2007, the National Assembly of the Bolivarian Republic of Venezuela approved the incorporation of the “Empresas Mixtas” Petrodelta, S.A. and Lagopetrol, S.A. with an interest of CVP of 60% and 69%, respectively. In Official Gazette 38,796, dated October 25, 2007, authorization was granted to these “Empresas Mixtas” to carry out primary activities related to hydrocarbons. The Terms and Conditions for Incorporation of “Empresas Mixtas” establish that asset transfer transactions, as well as termination of operating agreements, do not give rise to tax obligations for PDVSA. 37 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Operating Agreements The first, second and third round of Operating Agreements were executed by PDVSA in 1992, 1993 and 1997, respectively. The purpose of such Operating Agreements was to reactivate and operate 32 oil fields for a maximum term of 20 years. According to the conditions regulating the Operating Agreements, PDVSA recognized investments, payments of operating fees, capital and other concepts and expenditures, included as operating expenses in the consolidated statements of income, as follows (in millions of dollars): December 31, 2006 Operating fees Capital fees and other Stipends 1,053 248 356 1,657 As of December 31, 2007 and 2006, Accounts Payable to Suppliers, relating to Operating Agreements, includes $199 million and $547 million, respectively (see note 24). Capitalized production assets, work in progress and costs and expenses not capitalized, held in memorandum accounts, presented the following balances (in millions of dollars): December 31, 2006 Capitalized production assets Construction in progress 3,806 1,125 Subtotal 4,931 Non-capitalized costs and expenses 4,833 9,764 (c) Project for Development of Offshore Natural Gas - Plataforma Deltana For purposes of granting rights related to the exploration and development of the Plataforma Deltana (Delta Platform), the area was divided into 5 blocks, mainly considered non-associated gas projects. The first exploration phase was completed by PDVSA in July 2003. The licenses for exploration and development of blocks 2 and 4 were granted by MENPET in February 2003 to ChevronTexaco Corporation and ConocoPhillips to blocks 2 and Statoil ASA to block 4. These companies are engaged in carrying out a minimum exploratory program with an estimated investment of $150 million and the subsequent investment for its development, if its profitability is confirmed. The interest of PDVSA in the partnership will be established when the profitability of each block is determined. 38 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 During the second half of 2003 blocks 3 and 5, as re-dimensioned, were offered. Block 3 was won by ChevronTexaco Corporation, which was allocated officially by MENPET in February 2004. Block 5 did not receive offers. The activity of PDVSA in the Project has been concentrated on following the administration of the licensees of blocks 2, 3 and 4 during the exploration phase as technical support to MENPET; the analysis of possible business opportunities and development for blocks 1 and 5; the assessments required to complete the conceptual engineering of the entire project, including the transportation systems from CIGMA and the gas liquefaction plant, in addition to the social-economic environmental impact analyses, the environmental base line and programs for sustainable development for the communities of the Delta Orinoco. (d) Energy Agreements with Latin America and the Caribbean The Government of the Bolivarian Republic of Venezuela subscribed the following agreements together with the governments of other countries, mainly from Latin America and the Caribbean: Caracas Energy Cooperation Agreement (ACEC), Integral Agreement of Cooperation (CIC) and the Petrocaribe Energy Cooperation Agreement. These agreements establish, among others, that PDVSA will supply crude oil and products to the state oil companies of the participating countries. A summary of these agreements follows: Agreement Country Company CIC ACEC / PETROCARIBE Cuba Domincan Republic CIC ACEC ACEC Argentina Paraguay Bolivia ACEC / PETROCARIBE Jamaica ACEC PETROCARIBE ACEC PETROCARIBE PETROCARIBE San José Agreement (1) Uruguay Surinam Ecuador Nicaragua Other Caribbean countries Several Caribbean and Latin American countries (1) CUPET Refinería Dominicana, S.A. (REFIDOMSA) CAMMESA (see note 15) Petróleos de Paraguay (PETROPAR) Yacimientos Petrolíferos Fiscales de Bolivia (YPFB) Petroleum Corporation of Jamaica (PETROJAM) ANCAP (see note 15) Staatsolie Maatschappij Suriname N.V. Petróleos del Ecuador (PETROECUADOR) Petróleos de Nicaragua (PETRONIC) Several Several MBPD Year of execution 92 2000 50 25 19 2004 2004 2004 8 2004 24 44 10 100 27 29 80 2005 2005 2005 2006 2007 1980 In 2007 only 16 MBPD of crude oil and products was supplied. Most of these supply agreements establish, among other conditions, a sales price equivalent to the market value, payment terms between 30 and 90 days for a significant portion of each shipment, and long-term borrowing for the remaining portion, between 15 and 25 years (see note 15). The agreements will be effective for a one-year period and may be renewed by mutual agreement of the parties involved. 39 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (10) Assets Held for Sale and Discontinued Operations In 2007, the Company decided to sell the following non-current assets or disposable groups of assets and liabilities, undertaking the necessary actions to complete their sale in 2008: Property, plant and equipment and inventory of two asphalt refineries owned by CITGO Asphalt Refining Company (CARCO), a subsidiary of CITGO, located in Paulsboro - New Jersey and Savannah - Georgia, in the United States of America. Propernijn, N.V. (a subsidiary of Propernyn, B.V.), located in the Netherlands Antilles and its subsidiaries Baproven Limited (BAPROVEN); Bahamas Oil Refining Company International Limited (BORCO); Borco Towing Company Limited (BORTOW); Freeport Traing Co. Ltd. (FREETRADE) and Marine Agent & Brokers Ltd (MARBROK), located in the Bahamas. Two vessels (Morichal and Paria) owned by the subsidiary PDV Marina, S.A. In accordance with the guidelines and strategic objectives of the National Government, in 2007 the stockholder of PDVSA authorized the purchase of shares of several companies in the electricity sector of the country, which will be transferred in the short-term to Corporación Eléctrica Nacional, S.A. pursuant to Decree Law of the Organic Law on Reorganization of the Electricity Sector, published in Official Gazette 38,736 dated July 31, 2007 (see note 32-b). In accordance with instructions issued by MENPET, the shares of those electricity sector companies will be transferred at their carrying value at the time of the transaction. A summary of these purchase transactions is presented below: (a) C.A. La Electricidad de Caracas On February 15, 2007, PDVSA entered into an agreement with The AES Corporation (AES) and its subsidiary AES Shannon Holding, B.V. for the purchase of the latter’s interest in C.A. La Electricidad de Caracas (EDC), equivalent to 82.14% of the shares. In accordance with Venezuelan law, to purchase the remaining outstanding shares, PDVSA made a public tender. From April 8, to May 8, 2007, PDVSA made a public tender to purchase up to 17.86% of the remaining outstanding shares of EDC, for the Bolívar equivalent of $0.2734 per share (determined based on the official exchange rate for the sale of dollars, effective as of the closing date). This also involved a public tender in Venezuela and one in the United States of America for the purchase of each and every American Depositary Share (ADS’s) outstanding, each representing 50 shares of EDC at a price of $13.6675 per each ADS. As a result of the above and the agreement with AES, PDVSA purchased 93.61% of the total outstanding shares of EDC, amounting to $844 million. 40 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (b) Sistema Eléctrico del Estado Nueva Esparta, C.A. (SENECA) On February 8, 2007, PDVSA entered into a Memorandum of Understanding with CMS Energy Corporation, to purchase its shares in the company Sistema Eléctrico del Estado Nueva Esparta, C.A. (SENECA), for $106 million, which represent 88% of the capital stock of that company. On March 7, 2007, the stockholder of PDVSA approved the purchase on the agreed terms, which was completed by March 30, 2007. (c) Other Electricity Sector Companies On July 6, 2007, PDVSA purchased all of the shares of C.A. Electricidad de Valencia (ELEVAL) for $190 million and on November 16, 2007, it purchased all of the shares of C.A. Luz y Fuerza Eléctrica de Puerto Cabello (CALIFE) for $55 million. The purchase of the shares of these electricity sector companies resulted in operating and financial control and had the following effects on the consolidated financial statements of PDVSA as of the purchase date (in millions of dollars): Values recorded as of the purchase date Property, plant and equipment, net Accounts receivable and other Cash and cash equivalents Long-term debt Accounts payable and other liabilities 2,091 372 108 (313) (397) Identified assets and liabilities, net Excess of net assets acquired over cost of the investment (see note 11) 1,861 Cash payments Cash acquired 1,195 (108) (666) Cash paid, net of cash acquired 1,087 The Company determined the carrying values of assets and liabilities of electricity sector companies as of the purchase date and did not identify significant fair value adjustments for purposes of reporting the purchase (see note 6). 41 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 As of December 31, 2007, non-current assets or disposable groups of assets and liabilities held for sale are as follows (in millions of dollars): Property, plant and equipment Inventories 136 4 145 169 - Accounts receivable Other Total 9 305 4 173 2,763 Assets held for sale Paulsboro Refinery and New Jersey Refinery Vessels Morichal and Paria - PDV Marina Propernijn, N.V. and subsidiaries Net assets of electricity sector companies 19 Total 3,245 Accounts payable Other Total Liabilities held for sale Propernijn, N.V. and subsidiaries Liabilities of electricity sector companies 20 10 Total 30 735 765 Income attributable to discontinued operations follows (in millions of dollars): Year ended December 31, 2007 2006 Propernijn, N.V. and subsidiaries Sales Other income from services Costs and expenses Income before income tax and net income of Propernijn, N.V. and subsidiaries 17 65 53 15 58 53 29 20 Electricity sector companies Net income of electricity sector companies 71 - 100 20 (29) (25) Total income from discontinued operations, net of taxes Propernijn, N.V. and subsidiaries Cash flows used in discontinued operations of investment activities 42 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 If the electricity sector companies had been purchased on January 1, 2007, management estimates that the income from discontinued operations, net of taxes for the year ended December 31, 2007, would have been $170 million. (11) Other (Income) Expenses, Net A summary of other (income) expenses, net follows (in millions of dollars): Years ended December 31, 2007 2006 Provision for litigation and other claims (see notes 23 and 27) Impairment (reversal) of assets (see note 13) Income for sale of assets Freight services and third-party storage services Interest income Adjustments to the fair value of financial assets (see notes 12-f and 15) Income from currency exchange transactions Excess of net assets acquired over cost of the investment (see note 10) Income from procurement services for Petroquímica de Venezuela, S.A. (PEQUIVEN) (see note 28) Other non-operating income 43 1,153 10 (207) (166) (566) 374 (93) (182) (397) 446 (16) 1,072 (20) (666) - (73) (125) (67) (313) (210) 374 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (12) Taxes and Production Tax A summary of taxes and production tax affecting the consolidated operations of PDVSA follows (in millions of dollars): Years ended December 31, 2007 2006 Income tax: Continuing operations Discontinued operation (see note 10) Production, extraction tax and other taxes: Production tax Extraction tax Surface tax Export registration tax Special advantages tax Other taxes Total production and other taxes (a) 5,017 40 4,031 - 5,057 4,031 19,872 1,720 113 54 203 19 17,061 1,117 144 20 93 - 21,981 18,435 Income Tax Income before income tax, for each year comprised the following (in millions of dollars): Years ended December 31, 2007 2006 Venezuela: Continuing operations Discontinued operation 7,279 111 4,468 - Foreign: Continuing operations Discontinued operation 3,911 29 4,995 20 11,330 9,483 44 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The income tax expense for each year follow (in millions of dollars): Years ended December 31, 2007 2006 Continuing operations: Estimated income tax expense Venezuela (see note 28) Foreign Deferred income tax (beneficit) expense Venezuela Foreign Income tax expense, continuing operations Discontinued operations: Income tax expense, discontinued operations Venezuela 45 4,953 1,652 3,518 1,237 6,605 4,755 (1,239) (349) (770) 46 (1,588) (724) 5,017 4,031 40 - 5,057 4,031 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The difference between the statutory income tax rate and the effective consolidated income tax rate for each year is analyzed as follows: % Net income: Continuing operations Discontinued operation (see note 10) Income tax: Continuing operations Discontinued operation (see note 10) Net income (from continuing operations and discontinued operation) before tax Nominal income tax rate for the petroleum sector Tax adjustment for inflation and effect of translation into dollars Unrealized loss on financial instruments Tax credits Fund for Macroeconomic Stabilization (FEM) Extraterritorial income Provision for contingencies Effects of subsidiaries subject to lower tax rates Tax losses not recorded as deferred tax asset Equity interest Income from assets received Dividend tax Other differences, net Effective income tax rate in Venezuela Effect of foreign subsidiaries 50.0 (10.1) (0.1) (0.1) 3.1 (2.8) 6,173 100 6,273 5,432 20 5,452 5,017 40 5,057 4,031 4,031 11,330 9,483 5,665 (1,140) (17) (10) 348 (316) 2.5 0.3 7.6 1.0 284 36 866 109 51.4 5,825 (6.8) Effective income tax rate Years ended December 31, 2007 2006 millions of millions of dollars % dollars 44.6 (768) 5,057 50.0 (11.1) 1.5 (0.6) 0.3 2.5 8.3 4,742 (1,052) 146 (59) 24 241 790 3.4 (1.1) 1.8 8.4 (1.9) 319 (103) 168 793 (177) 61.5 5,832 (19.0) (1,801) 42.5 4,031 The Partial Amendment to the Income Tax Law published in Official Gazette 38,529 dated September 25, 2006 repealed all tax credits on new investments applicable to companies in the hydrocarbons sector and related activities, and exempts them from application of tax credits available for activities other than those relating to hydrocarbons. Until the date this amendment was enacted, PDVSA and some of its Venezuelan subsidiaries were entitled to tax credits for new investments in property, plant and equipment up to 12% of the amounts invested, and the carryforward period could not exceed three years. Such credits, however, could not exceed 2% of net taxable income according to the previous law. In 2007 and 2006, tax credits on new investments of $27 million and $59 million, respectively, were used. 46 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The income tax law allows tax losses to be carried forward for three years to offset future taxable income, except losses resulting from the application of the fiscal inflation adjustment, which can be carried forward for one year. As of December 31, 2007, investment tax credits corresponding to excess credits on new investments and tax loss carryforwards amount to approximately $284 million and $973 million, respectively, which expire as follows (in millions of dollars): December 31, 2008 2009 2010 Investment tax credits Tax losses 160 865 124 44 73 The Venezuelan Income Tax Law introduced an initial adjustment for the effects of inflation for the income tax calculation. The inflation adjusted value of fixed assets is depreciated or depleted over their remaining useful lives for tax purposes. The Tax Law also provides for the calculation of a regular inflation adjustment to be made every year, and included in the reconciliation to taxable income as a taxable or deductible item. In conformity with the Venezuelan Income Tax Law, taxpayers subject to income tax who carry out import, export and loan operations with related parties domiciled abroad must determine their income, costs and deductions applying transfer pricing rules. PDVSA has obtained analyses supporting its transfer pricing methodology. The resulting effects are included as a taxable or deductible item in the determination of income tax of each year. On September 25, 2006, Official Gazette 38,529 of the Bolivarian Republic of Venezuela was published amending Article 11 of the Law relating to the rates applicable to companies involved in hydrocarbons and related activities, and adopting 50% as the general rate. Nevertheless, only companies performing integrated or non-integrated activities, exploration and use of non-associated gas, processing, transportation, distribution, storage, marketing and export of gas and its components, or exclusively performing hydrocarbon exports or improvement of heavy or extraheavy crude oil are subject to a rate of 34%. In this connection, application of the 34% rate for companies incorporated under the joint venture agreements executed under the superseded Organic Law Restricting Industry and Trade of Hydrocarbons to the State. The applicable income tax rate for the principal foreign subsidiaries is 35%. 47 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Movements of deferred income tax assets (liabilities) reported in income for each year are presented below (in millions of dollars): Employee benefits and other postretirement benefits Property, plant and equipment Royalties payable Capitalized financial costs Investments in non-consolidated investees Inventories Investements tax credits and tax loss carryforwards Payments of dividends Provision for contingencies Other (b) 2005 Assets (liabilities) Benefit (expense) recognized in the statement of income 2006 Assets (liabilities) Benefit (expense) recognized in the statement of income 2007 Assets (liabilities) 767 (290) 47 (223) 98 260 77 (50) 865 (30) 124 (273) 32 412 95 166 897 382 219 (107) (289) (376) 100 236 (189) (140) 152 578 (37) 438 13 (100) 741 340 1 (150) 205 (53) 14 (250) 946 287 (3) (250) 446 (40) 630 724 1,354 1,588 11 (500) 1,392 246 2,941 Production Tax Production Tax is paid based on the crude oil produced and natural gas processed in Venezuela. A rate of 30% is applied to the volumes of hydrocarbons and natural gas produced in traditional areas (applicable to PDVSA Petróleo, PDVSA Gas and “Empresas Mixtas”). In the case of reservoirs related to Orinoco Oil Belt projects, a rate of 16 2/3% was established for the first phase of production based on certain guidelines established by the government. Agreements establish that when commercial production of improved crude oil begins, the rate is lowered to 1%, and this level is maintained for the next nine years or until the income from the sale of crude oil is tripled with regards to the value of the initial investment, should this take place prior to completion of the term. After the nine-year period, a rate of 16 2/3% would once again be applied. In October 2004, the Ministry of Popular Power for Energy and Oil established that the new rate of production tax, effective as of October 11, 2004 and applicable to extra-heavy oil activities in the Orinoco Belt carried out through Joint Development Activities is 16 2/3%. In May 2006 the Partial Amendment to the Organic Hydrocarbons Law was enacted, establishing that operators must pay production tax of 30% of the value of each barrel at the wellhead. Production tax for 2007 and 2006 was $19,872 million and $17,061 million, respectively, and is included in the consolidated statements of income under production and other taxes. 48 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 “Empresa Mixta” are subject to payment of taxes on special advantages, which are determined based on: a) an interest as additional royalty of 3.33% on volumes of hydrocarbons extracted in marked areas and delivered to Petróleos de Venezuela, S.A., and b) an amount equivalent to the difference, if any, between (i) 50% of the value of hydrocarbons extracted in marked areas and delivered to Petróleos de Venezuela, S.A. in each calendar year and (ii) the sum of payments made by “Empresas Mixtas” to the Bolivarian Republic of Venezuela, for the activity in the same calendar year, for taxes, royalties and taxes on and special advantages on hydrocarbons and investments in endogenous development projects equivalent to 1% of income before taxes. The taxes on special advantages must be paid before the April 20 of each year, according to the provisions set forth in schedule F of the Contract for Conversion to “Empresas Mixtas”. PDVSA, through its mixed companies, incurred this tax in 2007 and 2006 of $203 and $93 million, respectively, included in the consolidated statements of income under production, extraction tax and other taxes. On November 14, 2006 a new calculation for production tax, was established for companies performing primary oil activities in the country, based on the production fields being measured for contents of sulfur and API gravity of liquid hydrocarbons extracted, which must be reported together with production. All this information will be part of the settlement price of production tax and will be used to determine any special advantage. This information will give rise to adjustments for gravity and sulfur to be published by the Ministry of Popular Power for Energy and Oil. (c) Extraction Tax The amendment to the Organic Hydrocarbons Law establishes a rate of 33.33% of the value of all liquid hydrocarbons extracted from any reservoir, determined on the same basis established for determining the royalty. When determining this tax, the taxpayer may deduct the amount that would have been paid as royalties, including the additional royalty paid as a special advantage. This tax is effective since 2006, and PDVSA paid $1,720 million and $1,117 million for 2007 and 2006, respectively, included in the consolidated statements of income under production, extraction tax and other taxes. The joint ventures in the Orinoco Belt, in addition to the royalty of 16 2/3%, must pay extraction tax of 16 2/3%. (d) Surface Tax The Organic Hydrocarbons Law establishes the payment of a tax equivalent to 100 tax units (TU) per square kilometer or fraction of surface extension of land granted and not exploited. This tax will be increased annually by 2% during the first five years and by 5% in subsequent years. In 2007 and 2006, PDVSA Petróleo incurred surface tax in Venezuela of $113 million and $144 million, respectively, included under royalties, production tax and other taxes in the consolidated statements of income. 49 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (e) Export Registration Tax The amendment to the Organic Hydrocarbons Law establishes a rate of 0.1% of the value of all hydrocarbons exported from any port in the national territory, calculated on the sales price of such hydrocarbons. This tax is effective since May 24, 2006, applicable sixty (60) uninterrupted days beginning on the date of publication of the corresponding Official Gazette. PDVSA paid $54 million and $20 million, respectively, included in the consolidated statements of income under production, extraction tax and other taxes. (f) Value Added Tax (VAT) Official Gazette 38,632, dated February 26, 2007, included the Partial Amendment Law of the VAT Law, which establishes a decrease of the rate from 14% to 11%, from March 1 until June 30, 2007, and to 9% after July 1, 2007. The VAT law establishes an exemption on trading of certain fuels derived from hydrocarbons and the possibility to recover from the National Tax authorities certain tax credits resulting from export sales. The amounts pending recovery do not bear interest. A consolidated summary of VAT credits pending recovery or offset follows (in millions of dollars): December 31, 2007 2006 Credits pending recovery or offset at the beginning of the year Generated during the year Recovered during the year Fair value adjustment Credits pending recovery or offset at the end of the year (see note 28) Less, current portion Long-term portion 4,236 1,340 5,576 3,346 4,011 1,122 (647) (250) 4,236 776 2,230 3,460 Management believes that the agreements made with the National Treasury will enable the Company to recover a significant percentage of the tax credits in 2008. In 2006, $647 million in tax reimbursement certificates were received from the Ministry of Popular Power for Finance and were used to pay income tax. Of the balance of recoverable tax credits as of December 31, 2007 and 2006, approximately $184 million and $118 million, respectively, correspond to subsidiaries involved with the Orinoco Belt’s joint ventures. 50 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (g) General Consumption Tax In Venezuela and the United States of America, sales of gasoline and other motor fuels are subject to taxes. In 2007 and 2006, such taxes amounted to approximately $3,414 million ($2,901 million in the United States of America and $513 million in Venezuela, respectively) and $4,556 ($4,100 million in the United States of America and $456 million in Venezuela, respectively). In the United States of America, this tax is paid by the consumer; therefore, it is included in the sale price of the product and collected and paid to government entities without affecting the consolidated income of the Company. In Venezuela, this tax is paid by PDVSA and recognized as operating expenses in the consolidated statements of income. (h) Bank Debit Tax The Law repealing Bank Debit Tax was published in Official Gazette 38,375 dated February 8, 2006, effective on February 9, 2006. This tax was applied to bank transactions at the rate of 0.50%. 51 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (13) Property, Plant and Equipment Property, plant and equipment are comprised of the following (in millions of dollars): Plants and refining facilities Storage facilities and transportation of oil, crude and gas Land, buildings and constructions Machinery and equipment Land, sea and air transportati on units Industrial, camp and other support services 39,868 10,301 6,895 3,942 11,500 1,671 5,715 5,698 85,590 4,018 1,142 (50) 126 1 980 400 (85) 11 8 79 - 27 89 (3) (651) - 266 484 (45) (2,546) (4) 2 51 (3) (67) 9 317 33 (50) - 6,538 (2,278) (156) (166) 12,156 (101) (3,555) 126 (149) 45,105 11,607 6,982 3,404 9,655 1,663 6,015 9,636 94,067 693 295 14 - 10 5 181 9,461 10,659 2,072 3,072 387 - - - 174 191 5,896 2,406 (237) 86 (327) 375 (190) 23 84 (2) (181) - 52 (27) (13) - 449 (123) (279) (7) 71 (13) (5) (17) 4,518 54 (4,626) 12 (3,491) (20) (29) (186) 4,518 (612) (5,133) 86 (502) 49,798 15,182 7,284 3,416 9,705 1,704 6,328 15,562 108,979 25,255 5,473 4,772 2,581 6,617 1,154 3,779 - 49,631 1,932 (29) (80) (18) 3 704 (65) 267 245 10 (1) 106 (1) (220) (1) 342 1 (26) (1,468) (13) - 64 (3) (66) 2 247 1 - - 3,640 12 (59) (1,819) (93) (18) 270 27,063 6,379 5,026 2,465 5,453 1,151 4,027 - 51,564 2,125 (19) 772 (142) 286 - 102 (17) 384 (99) 73 (10) 276 142 (9) - 4,018 142 (296) 626 702 129 - - - 68 - 1,525 - - - - - - 2,427 - 2,427 6 (8) (8) (24) (95) (3) 5 (131) 4 2 (2) (1) (2,584) 2 - (2,812) 10 (8) (27) 29,785 7,687 5,343 2,555 5,613 1,211 4,349 - 56,543 Total net cost as of December 31, 2007 20,013 7,495 1,941 861 4,092 493 1,979 15,562 52,436 Total net cost as of December 31, 2006 18,042 5,228 1,956 939 4,202 512 1,988 9,636 42,503 Wells and production facilities Cost: Balances as of December 31, 2005 Purchases and additions Transfers and capitalizations Sales and disposals Discontinued operation Asset retirement obligations Other Balances as of December 31, 2006 Purchases and additions Cost of joint-venture assets (see note 9-a) Cost of electricity sector assets (see note 10) Transfers and capitalizations Sales and disposals Reclasification of assets held-for-sale Asset retirement obligations Other Balances as of December 31, 2007 Construction in progress Total Depreciation and amortization: Balance as of December 31, 2005 Depreciation and amortization Depreciation of discontinued operation Sales and disposals Discontinued operation Reversal of impaired assets (see note 11) Asset retirement obligations Other Balances as of December 31, 2006 Depreciation and amortization Depreciation of discontinued operation Sales and disposals Accumulated depreciation of assets from joint ventures (see note 9-a) Accumulated depreciation of assets from the electricity sector (see note 10) Reclasification of assets held-for-sale (see note 10) Impairment (see note 11) Asset retirement obligations Other Balances as of December 31, 2007 52 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In 2007 PDVSA increased its interest in Petrozuata and the Cerro Negro and Hamaca Projects principally because two of its former partners decided not to take part in the migration process of Joint Ventures of the Orinoco Oil Belt to “Empresa Mixtas”. Consequently, the Company reported the following value of production assets, as part of purchases and additions of that year (see note 9-a) as follows (in millions of dollars): Cost Accumulated depreciation Net value 3,545 840 1,511 907 341 277 2,638 499 1,234 5,896 1,525 4,371 Company or Project Petrozuata Cerro Negro Hamaca As a result of the migration process of joint ventures to “Empresas Mixtas”, in 2006 the Company added productive assets of $4,991 million, which are reported under purchases and additions of that year (see note 9-b). The item “other” of property, plant and equipment includes $373 million corresponding to adjustments made to the following “Empresas Mixtas” of CVP to decrease the initial value of assets recorded as a result of the migration to “Empresas Mixtas”: Boquerón, S.A. ($340 million); Petroguárico, S.A. ($14 million); and Petrokariña, S.A. ($19 million). These adjustments were made in 2007 and charged to additional contribution of Stockholder and minority interests in stockholders’ equity (see note 20). In 2007, the Company evaluated impairment and, taking into account new market conditions and business aspects, identified the need to record an impairment loss of $10 million, mainly relating to certain assets for production, commercialization and transportation of gas. In 2006 and as a result of these evaluations, $93 million of asset impairment loss recognized in previous years was reversed. As of December 31, 2007 and 2006, the Company reported expenditures for major maintenance and general repairs which are considered as a separate component of assets of $1,542 million and $816 million, respectively, included under property, plant and equipment, mainly in plants and refining facilities (see note 3-d). In 2007 and 2006, interest of $328 million and $16 million, respectively, was capitalized. As of December 31, 2007 and 2006, the Company has recorded leasing charges under property, plant and equipment of $605 million and $239 million, respectively (see note 26). 53 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Construction in Progress The balance of construction in progress is mainly comprised of investment programs for drilling, major maintenance, electric systems, piping, reconditioning and adaptation of wells, expansion and infrastructure, aimed at maintaining production capacity and adjusting the facilities to the production levels set forth in the business plan of the Company. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $8,236 million and $4,969 million, respectively. Construction in progress includes several projects that will be capitalized as property, plant and equipment at the date of incorporation into operations. The most significant projects follow: (a) The purpose of the Anaco Gas project is to increase the production of gas to meet the domestic market’s demand. Currently, the drilling process of exploratory wells located north of Anaco, Anzoátegui State is underway. This project includes the design and construction of facilities to increase the daily gas production to 2,400 million cubic feet per day (MMCFD) and 35 thousand barrels per day (MBPD) of light crude. The total estimated investment in this project is $2,433 million. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $1,032 million and $612 million, respectively. (b) The purpose of the Interconexión Oriente-Occidente (ICO) project is to connect the natural gas transmission systems of the central and eastern region of Venezuela (Anaco, Anzóategui State, Barquisimeto, Lara State) with the transmission system located in the country’s western region (Ulé, Zulia State - Amuay, Falcon State), to cover the gas demand of the country’s western region, expand the gas service to other regions nationwide and to promote the industrial and commercial development in areas near the construction of this transmission system. The estimated total investment in this project is $530 million and it is expected to be completed by 2008. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $436 million and $242 million, respectively. (c) The Plataforma Deltana Gas project contemplates the participation of third parties in order to complete the exploration and future development of this area. PDVSA completed the project’s initial phase, including 3D seismic analysis and the perforation of four exploratory wells completed in 2003, with successful results in three of them. The total estimated investment for this project is $3,810 million, including the participation of PDVSA. It has been established that blocks 1 and 5 are maintained in reserve for future business. At December 31, 2007 and 2006, the balance of this construction in process is approximately $161 million and $157 million respectively (see note 9-c). (d) Trans-Caribbean Gas Pipeline Antonio Ricaurte Project was started in 2006 for exchange of gas between Venezuela y Colombia and will follow the route from Puerto de Ballena, Colombia to the Eastern Coast of Lake Maracaibo in Venezuela costing approximately $473 million, with an estimated length of 225 kilometers. In the first four years the gas pipeline will transport gas from Colombia to Venezuela and subsequently from Venezuela into Colombia. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $461 million and $114 million, respectively. 54 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (e) The purpose of the Complejo Criogénico de Occidente (CCO) project is to optimize the processing of natural gas in the country’s western region. The estimated total investment in this project is $926 million. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $197 million and $108 million, respectively. (f) The Gran Delta Caribe Oriental project, formerly named Complejo Industrial Gran Mariscal de Ayacucho (CIGMA) project, involves building infrastructure in Güiria, Sucre State, for the development and industrialization of natural gas in the oriental offshore. The total cost of the work is estimated at $371, and income from the project will be derived from the sale of land lots for industrial use, fully developed and bearing all the relevant services. This complex will gather the diverse gas streams delivered by the offshore northern-eastern gas development projects, including the Plataforma Deltana, Mariscal Sucre, as well as further medium and long-term projects. These gas volumes will be primarily destined to supply the Venezuelan internal market’s demand and the national industrialization plans. Excess gas volumes will be exported as Liquefied Natural Gas (LNG). The scope of the project also includes installation of a LNG plant required for this purpose. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $170 million and $33 million, respectively. (g) The Mariscal Sucre for Liquefied Natural Gas project is aimed at developing and exploring the reserves of non-associated offshore gas, as well as the construction of a liquefied natural gas plant, for projected gas production of 1,200 MMCFD and the processing of 4.7 million metric tons per year (MMT/Y) of LNG; 300 million daily cubic feet of methane gas that will be used to meet domestic market demand, and the remainder of the production is expected to be exported. The investment required for the development of offshore fields, the LNG plant and the associated infrastructure is estimated at $2,700 million. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $136 million and $32 million, respectively. (h) The Jose 250 project is aimed at enhancing the processing capacity of associated gas generated at San Joaquín, Jusepín and Pirital in the eastern region of the country, in order to meet the demand of the domestic market and supply of gas injected to secondary recovery processes of oil filed in the north of Monagas state. The project is focused on development of three new plants, a fractioning unit, expansion of the Marine Terminal at Condominio Jose; as well as development and expansion of pipelines for LNG. The total estimated investment in this project is $664 million, and it is expected to be completed in 2009. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $77 million and $21 million, respectively. (i) The main purpose of the Integral Ceuta-Tomoporo project is to maximize the recoverable crude oil reserves value of Ceuta-Tomoporo, which has estimated reserves of 1,000 million barrels of 23.6° API crude oil. Total investment will approximate $3,870 million, with an average crude oil production of between 90 MBPD and 277 MBPD. It is estimated that the development project relating to these reserves will end in 2021. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $379 million and $253 million, respectively. 55 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (j) The Replacement Project of Plant TJ1 is aimed at properly supporting the gas production levels established in the business plan for the central area of Tía Juana in the western region of the country, minimizing operating loss of gas, saving 44% in the consumption of fuel gas and lowering operating and maintenance costs. The total estimated cost of the project is $180 million and should be completed in 2008. In 2007 previously invested amounts were partially capitalized. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $17 million and $164 million, respectively. (k) The Thermoelectric Plant and Interconnection Work project is aimed at increasing the electric generation and transmission capacity in the western region of the country for large-scale projects such as the Complejo Criogénico de Occidente and Integral Ceuta - Tomoporo. The project involves design, procurement, installation and implementation of a combined-cycle electric generation plan with a capacity of generating 500 million watts (MW), in a first module, and future expansion of an additional 500 MW and interconnection work for 400,000, 230,000 and 115,000 volts. This will facilitate transportation of energy from the construction site of the plant to the Costa Oriental del Lago. The estimated total investment in this project is $1,125 million and it should be completed by 2009. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $176 million and $15 million, respectively. (l) The Catalytic Cracking Fractioning (CCF) - Cardón project is aimed at replacing the reactor-stripper set of the CCF unit at the Cardón refinery. The project is based on the adaptation of the reaction zone to new technologies developed to maximize the benefits of this type of unit, taking into account the trends and advantages of the local and international markets. This project will facilitate implementation of the technology required to ensure extension of the useful lives of critical equipment at the plant, under stricter quality requirements, and will enhance income from the increase of charge to the CCF unit, which will in turn enable optimal use of the current infrastructure. The estimated total investment in this project is $407 million, and it is expected to be completed in 2008. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $324 million and $159 million, respectively. (m) The Deep Conversion project in the Puerto La Cruz refinery is aimed at enhancing the capacity to process heavy and extra-heavy crude oil to meet domestic demand and export fuel. This project involves design, procurement, development, installation and implementation of service units to process 210 MBPD of crude. The estimated total investment in this project is $1,600 million, and it should be completed in 2011. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $129 million and $20 million, respectively. 56 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (n) The project El Palito Refinery 2009 is aimed at adapting this refinery for processing 140 MBPD of heavy and extra-heavy crude oil with minimum residual production, thus ensuring the production of light products (gasoline/distilled products) with export quality, improve the refining margin in compliance with environmental standards and social surroundings of the facility. The purpose of this project is to increase the processing of heavy and extra-heavy crude oil within the domestic market so that crude-oil refining goes from 28° API to 22° API. The total estimated investment in this project is $2,000 million, and it should be completed in 2011. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $33 million and $9 million, respectively. (o) The Natural Gas for Vehicles (GNV) project is aimed at reaching a socioeconomic balance in the country through the use of gas. In the first stage of the program 2006 – 2009, 148 GNV service points will be reactivated at existing service stations, and 350 new supply points will be built so that a total of 498 GNV service points are implemented by the end of the first phase of the project. Furthermore, the program includes the conversion of 171,000 public-transportation units and government-owned vehicles. Through implementation of this project, 56 MBPD of gasoline and 1 MBPD of diesel will be saved in the internal consumption of liquid fuel, which will facilitate an increase in the export of these products. The total estimated investment in this project is $921 million. In 2007 amounts previously invested were partially capitalized. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $23 million and $38 million, respectively. (p) The Special Maintenance Recovery Plan at Western Facilities (PREMIO) is intended to improve the facilities and operating assets used in exploration and production in the western area of the country through increased maintenance and purchase of equipment to ensure a rise in production levels set forth in the business plan the Company (Plan Siembra Petrolera). The project was launched in 2006, with a total estimated investment of $2,047 million, and it is expected to be completed in 2008. In 2007 amounts invested in 2006 and 2007 were partially capitalized. As of December 31, 2007 and 2006, the balance of this construction in progress is approximately $1 million and $668 million, respectively. (q) The project for construction and purchase of vessels is aimed at design, procurement, construction and equipment of 42 tank vessels for transportation of crude oil and refined products, to ensure compliance with the market diversification policy and to strengthen the Company’s own fleet in accordance with the business plan of the Company (Plan Siembra Petrolera). The first phase contemplates alliances with companies and shipyards in Argentina, Brazil and Iran, to build 16 oil tankers with a total estimated capacity of 6.8 million barrels, together with development and upgrading of the shipyard in Venezuela. Total estimated investment in this project amounts to $1,115 million, and it is expected to be completed in 2013. As of December 31, 2007 and 2006, the balance of construction in progress is approximately $304 million and $18 million, respectively. 57 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (14) Non-Consolidated Investees Investments in non-consolidated investees recorded under the equity interest method are summarized as follows: December 31, 2006 2007 2006 Equity interest Percentage of (in millions capital stock of dollars) 2007 Foreign investees: United States of America Interest of CITGO in its affiliates Chalmette Refining, L.L.C. (Chalmette Refining) Merey Sweeny, L.P. (Merey Sweeny) US Virgin Islands - Hovensa L.L.C. (Hovensa) Germany Ruhr Oel GmbH (Ruhr) Sweden AB Nynäs Petroleum (Nynäs) Other PDV Cupet, S.A. Petrolera del Cono Sur, S.A. Investees of Bitúmenes Orinoco, S.A. (BITOR) Investees of PDVSA América, S.A. Investees in Venezuela: Petrozuata (see notes 3-a and 9-a) Ceras de Venezuela, C.A. (Ceraven) Propilenos de Falcón, C.A. (Profalca) Quiriquire Gas, S.A. Gas Guárico, S.A. Other (*) (*) 50 50 50 (*) 50 50 50 77 440 46 845 1,408 170 392 52 964 1,578 50 50 200 179 50 50 226 183 49 46 (*) (*) 49 46 (*) - 95 18 5 2 1,954 98 15 5 2,058 35 40 30 (*) 50 49 35 40 30 (*) 31 78 21 4 314 10 31 70 19 1 134 2,088 445 2,503 Equity interest of between 20% and 50% in several affiliates. 58 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 A summary of PDVSA’s investments in non-consolidated investees follows (in millions of dollars): December 31, 2007 2006 Investment in non-consolidated investees (see note 28) Equity interest in net income of non-consolidated investees (see note 28) Retirement of investees Effect of retirement of Pequiven investee Effect of retirement of investment in LYONDELL-CITGO Incorporation of new non-consolidated investee Dividends received from non-consolidated investees Effect of consolidation of Petrozuata (see note 9-a) Investments, net of foreign exchange effects 2,088 2,503 733 (115) - 1,120 (580) (635) (374) (24) (342) 202 (1,236) (103) Between January and February 2007, CITGO sold its 6.8% and 15.8% interest in Explorer Pipeline Company and Colonial Pipeline Company, respectively. From this sale, CITGO received approximately $756 million in cash and recorded a gain from the sale of this investment of $641 million. In August 2006, CITGO sold its 41.25% interest in LYONDELL-CITGO, effective as of July 31, 2006. From this sale, CITGO received $1,774 million in cash and recorded a gain from the sale of this investment of $1,432 million. Additionally, CITGO also received payment of an account receivable from LYONDELL-CITGO of $35 million, and related interest of $4 million. A summary of the combined financial information of non-consolidated investees abroad and in Venezuelan follows (in millions of dollars): December 31, Financial position: Non-current assets Current assets Non-current liabilities Current liabilities Net stockholders' equity Results of operations for the year: Sales Operating income Net income Venezuela 2007 Abroad 1,003 580 (940) (282) 5,716 3,842 (2,062) (3,507) 361 1,486 680 132 59 Venezuela 2006 Abroad 6,719 4,422 (3,002) (3,789) 3,660 993 (2,253) (873) 6,551 2,613 (3,151) (2,561) 10,211 3,606 (5,404) (3,434) 3,989 4,350 1,527 3,452 4,979 25,687 1,943 1,284 27,173 2,623 1,416 1,627 843 413 26,474 2,656 2,061 28,101 3,499 2,474 Total Total (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (15) Long-term Accounts Receivable and Other Assets Long-term accounts receivable and other assets are summarized as follows (in millions of dollars): December 31, 2007 2006 Long-term accounts receivable from related parties (see note 28) FONDESPA project executing entities (see notes 16 and 28) Long-term accounts receivable - energy agreements (see note 9-d) Materials and supplies (see note 17) Buildings used by government entities (see note 28) Other 2,013 836 979 69 82 504 1,483 882 707 45 87 455 4,483 3,659 As of December 31, 2007 and 2006, the Company determined and adjusted to fair value balances receivable from each of the entities performing the programs and projects, as well as long-term accounts receivable from energy agreements, recording losses of $446 million and $822 million, respectively, included in the consolidated statements of income under other (income) expenses, net. A summary of the adjustments to fair value as of December 31, 2007 and 2006 follows (in millions of dollars): Contractual value Fair value Adjustment to fair value Accumulated For the year 2,195 1,934 836 979 1,359 955 126 320 4,129 1,815 2,314 446 2,115 1,342 882 707 1,233 635 292 530 3,457 1,589 1,868 822 December 31, 2007 FONDESPA project executing entities Long-term accounts receivable - energy agreements December 31, 2006 FONDESPA project executing entities Long-term accounts receivable - energy agreements 60 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (16) Restricted Cash Restricted cash is comprised of the following (in millions of dollars): December 31, 2007 2006 Trust funds in the Banco de Desarrollo Económico y Social de Venezuela (BANDES), for social programs and projects (see note 28): Fondo para el Desarrollo Económico y Social del País (FONDESPA) Integral Cooperation Agreement executed with the Republic of Argentina (see note 9-d) 686 924 12 72 698 996 805 766 14 16 1,728 479 1 98 50 2 11 3 Less current portion 3,298 1,555 2,369 441 Long-term portion 1,743 1,928 Fondo para la Estabilización Macroeconómica (FEM) (see note 28) Trust fund entered into with Banfoandes, Banco Universal, C. A. (BANFOANDES), for construction and conditioning of medical assistance facilities for Misión Barrio Adentro (see note 28) Funds for projects of extra-heavy crude oil in the Orinoco Oil Belt (see notes 9-a, 33-a and 33 -b) Caracas Energy Cooperation Agreement undertaken with the Oriental Republic of Uruguay (see note 9-d) Liquidity account of PDVSA Finance Ltd. and CITGO (see note 21) Other Trust Funds in BANDES As a result of the new social responsibilities of PDVSA, the following trusts have been established with BANDES for social programs and projects, work, goods and services aimed at the development of infrastructure, agricultural activities, roads, health and education in the country: a) FONDESPA approved in Stockholder’s meeting on January 23, 2004, established in US dollars and to be funded by extraordinary income from the export of crude oil and products exceeding the average price budgeted per barrel, net of royalties, taxes and other direct expenses, in 2004 and 2005. In 2006 a special contribution of $229 million was made to ensure compliance with the commitments of projects previously approved. There were no contributions to this fund in 2007. 61 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 b) Integral Agreement of Cooperation with the Republic of Argentina, subscribed by the Bolivarian Republic of Venezuela and the Republic of Argentina, and approved at PDVSA’s Board of Directors’ Meeting on July 15, 2004. This trust will comprise cash and securities received from Compañía Administradora del Mercado Mayorista Eléctrico Sociedad Anónima (CAMMESA), Argentina’s energy company, for the sales of crude oil and products by PDVSA under the agreement (see note 9-d). The funds will be limited to making payments to companies located in the Republic of Argentina for the imports in Venezuela of products from that country. In 2007 and 2006, contributions to this trust were made of $101 million and $96 million, respectively (see note 28). Transactions relating to FONDESPA are controlled and reported in the consolidated financial statements through the subsidiary CVP. The allocations to the entities performing the projects are accounted for by CVP as long-term accounts receivable (see note 15), or expenses, as payments are made in accordance with the terms established in the relevant contracts. A summary of the financial information of the funds in FONDESPA follows (in millions of dollars): December 31, 2007 2006 Assets: Cash Long-term accounts receivable, net (see note 15) Total assets Contributions: Accumulated contributions received Deficit at beginning of year Results for the year Deficit at year-end Total contributions, net 686 924 836 882 1,522 1,806 4,229 (2,423) (284) (2,707) 4,229 (1,262) (1,161) (2,423) 1,522 1,806 Years ended December 31, 2007 2006 Result of operations: Interest earned Commissions and expenses, net Social development expenses (see note 28) Adjustments to the fair value of long-term accounts receivable (see note 15) Net results from operations 62 39 (2) (195) 74 (4) (939) (126) (292) (284) (1,161) (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Fondo para la Estabilización Macroeconómica (FEM) In November 2003, the Venezuelan Government established the FEM, to achieve stabilization of the Nation’s expenses, at state and municipal levels. It was created for the purpose of managing fluctuations of ordinary income. Pursuant to Law, PDVSA made contributions in dollars until 2003 based on additional income from oil-related sources, determined as 50% of the excess of the income from oil and byproducts exports in dollars and the average of such income collected during the last three calendar years, after deducting the taxes related to such income. The law and its amendments have not established additional contributions since 2004. Deposits made in the FEM may be used in the event of a decrease in the fiscal income, regardless of its origin, in relation to the average of such income collected during the last three calendar years or in the event of a national state of economic emergency declared in accordance with the Constitution of the Bolivarian Republic of Venezuela. For the withdrawal of resources from the FEM by the respective entities, the Permanent Finance Commission of the National Assembly must be notified, as well as the General Comptrollership of the Republic, and the respective process contemplated in the Law must be initiated. In 2007 and 2006, this fund generated interest income of $39 million each year, included in the consolidated statements of income under other (income) expenses, net. Trust Fund with BANFOANDES, for the Construction and Conditioning of Medical Assistance Facilities for Misión Barrio Adentro On March 24, 2005, PDVSA’s Board of Directors approved the creation of a trust between Palmaven, S.A. (subsidiary of PDVSA) and BANFOANDES. Such trust was established on June 20, 2005 for the construction of 1,000 medical assistance modules for Misión Barrio Adentro. This trust was created with an initial contribution of $23 million for one year, automatically renewable for similar periods (see note 28). In 2007 and 2006, this trust fund did not receive additional contributions from PDVSA. Funds for Extra-heavy Crude Oil Project in the Orinoco Belt Correspond to funds deposited in financial institutions abroad, which are restricted only for the compliance with obligations for the funding received for the development of the projects relating to the production and improvement of extra-heavy crude oil of the Orinoco Belt. A summary of these funds as of December 31, 2007 and 2006 follows (in millions of dollars): December 31, 2007 2006 Petrozuata Hamaca Project Sincor Project Cerro Negro Project Less long-term portion Current portion 63 656 260 448 364 89 205 185 1,728 230 1,498 479 123 356 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Energy Cooperation Agreement with the Oriental Republic of Uruguay As a result of this agreement, subscribed in 2005, PDVSA is committed to supply crude oil, refined products and liquefied petroleum gas to the Oriental Republic of Uruguay (see note 9-d). In 2005 an initial contribution of $44 million was made, which was deposited in an account of a financial institution located in the Oriental Republic of Uruguay. This account will receive deposits made by the Administradora Nacional de Combustibles, Alcohol y Portland (ANCAP), Uruguay’s oil company, resulting from the sales derived from this agreement. These funds will be restricted to making payments to companies located in Uruguay for the imports in Venezuela of products from that country. In 2007 and 2006, contributions were made to this fund of $24 million and $191million, respectively (see notes 9-d and 28). Liquidity Account of PDVSA Finance and CITGO Corresponds to the “Liquidity Account”, in accordance with the agreement signed with financial institutions for the issue of bonds, and which is comprised of cash and time deposits, including interest earned on such amounts. (17) Inventories Inventories are summarized as follows (in millions of dollars): December 31, 2007 2006 Materials and supplies, net Crude oil and products Less materials and supplies classified in non-current assets (see note 15) 1,011 7,528 8,539 718 6,330 7,048 69 45 8,470 7,003 (18) Notes and Accounts Receivable Notes and accounts receivable include the following (in millions of dollars): December 31, 2007 2006 Related parties (see note 28) Other accounts receivable Accounts receivable from insurance companies Reimbursable expenses Trade accounts receivable Less allowance for doubtful accounts 64 2,824 748 348 353 7,564 1,132 206 208 17 8,118 11,837 150 11,687 9,681 135 9,546 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Exposure to credit and currency risks relating to notes and accounts receivable are presented in note 25. (19) Prepaid Expenses and Other Assets Prepaid expenses and other assets include the following (in millions of dollars): December 31, 2007 2006 Income tax overpayments (see note 28) Trading securities Advances to suppliers and contractors Prepaid insurance Derivative assets Other assets 6,100 317 723 157 39 385 2,240 309 175 84 52 125 7,721 2,985 Payment of estimated income tax returns for certain subsidiaries in 2007 and 2006 resulted in overpayment of $3,860 million and $2,240 million, respectively, when compared to the final income tax return. The accumulated overpayments as of December 31, 2007 and 2006, of $6,100 million and $2,240 million respectively, will be offset in future income tax returns. (20) Stockholder’s Equity Capital Stock According to the Company’s bylaws, the nominal value of capital stock is Bs1,280,100 million corresponding to 51,204 shares. Pursuant to law, these shares may not be transferred or encumbered in any way (see note 1). Reserves The legal reserve is a requirement for Venezuelan companies. Pursuant to Venezuelan law, the legal reserve cannot be distributed as dividends. Other reserves include principally the reserve for the realization of deferred income tax assets and the reserve for new investments. In a Stockholder’s meeting held on December 30, 2007, based on an analysis performed by management, it was decided to transfer the total balance of the reserve for deferred income tax assets of $1,908 million to retained earnings. Dividends Cash dividends are declared and paid to the Stockholder in bolivars based on the statutory financial statements reflecting retained earnings. 65 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In 2007, dividends were declared in cash of $2,658 million. In 2006, dividends were declared of $3,033 million and paid as follows: $1,317 million of advances to the Stockholder on account of dividends in 2005; $1,317 million in cash, and $399 million of assignments of promissory notes in 2006. Additional Contribution of the Stockholder In 2007, the additional contribution of the Stockholder includes $93 million corresponding to contributions of property, plant and equipment to incorporate “Empresas Mixtas” Lagopetrol, S.A. and Petrodelta, S.A. Also, the additional contribution of the Stockholder includes a decrease of $223 million resulting from an analysis by management, with new information obtained, relating to the value of assets originally contributed for the incorporation of “Empresas Mixtas”. In 2006, the additional contribution of the Stockholder includes $4,931 million corresponding to contributions of property, plant and equipment to incorporate “Empresas Mixtas” according to the instructions of the National Government, through the Ministry of Popular Power for Energy and Oil and the National Assembly of the Bolivarian Republic of Venezuela, and pursuant to the Contract for Conversion into “Empresas Mixtas” (see note 9-b). Minority Interests Minority interests presented in the consolidated statements of stockholders’ equity correspond to the interest of minority investors in the equity and consolidated results for the years ended December 31, 2007 and 2006. In 2007, “Empresas Mixtas” declared and paid dividends of $974 million, of which $379 million corresponds to minority investors. Also, minority investors in “Empresas Mixtas” made an additional contribution of working capital of $3 million. 66 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (21) Long-Term Debt Long-term debt consists of the following (in millions of dollars): December 31, 2007 2006 PDVSA (Corporate): Secured loans granted by export government agencies and financial institutions, at variable annual interest rate at LIBOR plus 0.5% due in 2008 Secured loans granted by export government agencies and financial institutions, at variable annual interest from 1.70% to 2.30% due in 2012 (in yens) Unsecured credit facility at variable LIBOR interest rate plus 4.5% due in 2010 Unsecured bonds due in 2017, 2027 and 2037, amounting to $3,000 million, $3,000 million and $1,500 million with annual interest payable every six months of 5.25%, 5.375% and 5.50%, respectively Secured loans granted by export government agencies and financial institutions, at variable annual interest LIBOR rate plus 1.13% due in 2022 Revolving credit facility, unsecured, with variable interest of LIBOR plus 1%, due in 2008 renewable CITGO: Secured revolving credit facility, with annual interest at 8.25% due in 2010 Credit facility, at LIBOR interest rate plus 1.75% and due in 2008 Secured loan agreement of $700 millions, at variable interest rate of LIBOR plus 137.5 base points or 6.45% due in 2012 Tax-exempt bonds, at variable and fixed annual interest rate from 3.92% to 8.00%, secured by letters of credit due in 2008 and 2037 Tax exempt bonds, secured by letters of credit, at variable rates of 5.88% due in 2026 Carried forward, 67 200 400 213 249 6 9 7,500 - 3,327 - 1,124 - 12,370 658 80 21 1,000 - 637 643 562 529 60 60 2,339 1,253 14,709 1,911 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Brought forward, PDVSA Petróleo (see note 9-a): Petrozuata loan, secured at variable annual interest of LIBOR plus 1.25% to 1.50%, due from 2009 to 2011 Secured Petrozuata bonds, at annual interest rate of 7.63% and 8.37%, due in 2009, 2017 and 2022 Credit facility of PDVSA Sincor, secured, at variable annual interest rate of LIBOR plus 5.53% and 6.97%, due from 2007 to 2012 Bonds of PDVSA Cerro Negro, secured, at annual interest from 7.33% to 8.03%, due in 2006 and 2028 Credit facility of PDVSA Cerro Negro, secured, at variable interest rate of LIBOR plus 5.43% to 6.45% due in 2006 and 2012 Credit facility of Corpoguanipa, secured, at variable interest rate of LIBOR plus 4.34% to 5.40% due in 2008 and 2018 PDVSA Virgin Island, Inc. (PDVSA VI): Bonds secured by PDVSA and share interest in Hovensa, at annual interest rate of 8.46%, due in 2008 and 2009 PDVSA Gas: Promissory notes of Tropigas, S.A.C.A., at annual interest rate of 17.67% due in 2008 (in bolivars) Bariven, S.A.: Secured loans, granted by export government agencies and financial institutions, at annual variable and fixed interest rate from 6.13% and 7.69%, due in 2008 Less current portion of long-term debt Long-term portion December 31, 2007 2006 14,709 1,911 177 - 800 - 236 283 - 247 - 78 1,213 232 840 76 137 5 - 3 16,006 2,877 13,129 26 2,914 652 2,262 Future maturities of long-term portion, as of December 31, 2007, are as follows (in millions of dollars): Years 2009 2010 2011 2012 Remaining years 447 422 436 1,113 10,711 13,129 Long-term debt is denominated in dollars, except for debt in yens and bolivars, as indicated above. 68 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Issue of Bonds and Other Borrowings Between January and February 2007, the public tender of bonds, was approved up to $7,500 million, maturing in 10, 20 and 30 years (2017, 2027 and 2037). This issue was supervised and regulated by the BCV and was exempt from the scope of the Venezuelan Capital Markets Law, by virtue of PDVSA’s condition as a state-owned company. The annual coupon for bonds issued is 5.25%, 5.375% and 5.50%, maturing in 10, 20 and 30 years, respectively. The bonds payable are initially recognized at fair value, adjusted for transaction costs and, subsequently are recorded at their amortized cost. Any difference between the adjusted fair value and the redemption value is recognized in the consolidated statements of income over the financing period, using the effective interest method. For the combined issue of these bonds a premium of 5.5% was generated of $413 million and in 2007, $20 million was recognized in the consolidated statements of income, under other (income) expenses, net (see note 23). Between April 12 and May 10, 2007, the issue process of bonds was completed, and the $7,500 million offered was placed. Also, on April 12, 2007, Decree 5,282 was published exonerating income tax payments on returns to the holders of this placement. In February 2007, a group of banks, lead by the Japan Bank for International Cooperation (JBIC), approved the granting of a loan to the Company of $3,500 million. This loan has a fifteen-year term, bears interest at a rate equivalent to LIBOR plus 1.13%, and includes cash payment options or delivery of crude oil and products at market prices, subject to an agreement of minimum amounts, reviewed every three years. As of December 31, 2007 the Company has made repayments of $173 million, leaving an outstanding balance of $3,327 million. In January 2007, the Company obtained a credit facility of $1,124 million with a group of banks led by BNP Paribas. This loan is due on January 30, 2008 and may be extended for an additional year with the approval of lenders representing more than 50% of the original commitment. This loan bears interest at a rate equivalent to LIBOR plus an increase based on the country risk of Venezuela, established by a rating agency. As of the issue date, this increase was 1.15% (see note 33-b). In December 2007, PDVSA paid $501 million, for 99% of bonds due in 2009, 2020 and 2028, of the former Joint Venture Cerro Negro between PDVSA, Exxon Mobil and British Petroleum, with operations in the Orinoco Oil Belt. Also, PDVSA paid $129 million to a group of banks led by ABN Amro Bank, for a total of $630 million, with which it settled the debt of the former joint venture. With payment of the debt of Cerro Negro, the process begins to incorporate a new “Empresa Mixta” named Petromonagas, S.A., in which PDVSA will own 83.33% of the shares through CVP, and British Petroleum (BP) 16.67%, of the shares through its subsidiary Veba Oil & Gas Cerro Negro GMBH (see note 9-a). In 2007, PDVSA paid in full the debt of the former Joint Venture Hamaca, between PDVSA, ConocoPhillips and ChevronTexaco, which operated in the Orinoco Oil Belt. PDVSA paid the debt in two parts: the first through an initial prepayment of $400 million, on November 30, 2007; and the second and final payment of $340 million, on December 14, 2007, for a total payment of $740 million. Of this amount, 70% corresponds to PDVSA and 30% to ChevronTexaco in accordance with the share interest in the new “Empresa Mixta”. The payments were made by Corpoguanipa and Texaco Orinoco Resources Company, a subsidiary of the Chevron Corporation (see note 9-a). 69 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 On November 15, 2005, CITGO entered into an agreement for a $1,850 million senior secured credit facility, which consists of the five-year revolving credit facility in the amount of $1,150 million and a seven-year term loan of $700 million. The credit facility is secured by CITGO’s interest in its Lake Charles, Louisiana and Corpus Christi, Texas refineries; its trade accounts receivable and its inventories and is subject to covenants typical for secured borrowing. On December 17, 2007, CITGO modified this credit facility to incorporate payment of collateral of a six months bridge loan of $1,000 million. This short-term loan was with a group of banks led by BNP Paribas and UBS, and is due on June 17, 2008. The net funds received by CITGO were used to make a loan to PDVSA. The cost of generating this loan of $22 million will be amortized over the term of the loan. CITGO may choose from (i) the higher of the premium rate or the rate of federal funds plus a margin of 0.5%; or (ii) the adjusted LIBOR rate plus the applicable margin. As of December 31, 2007, the interest rate for the loan is 6.06% based on the LIBOR rate option. In March 2006, PDVSA Finance Ltd made a public tender for the total redemption of the outstanding debt as of such date of $83 million, which was performed on April 11, 2006 through payment of a premium of approximately $13 million, included in the consolidated statements of income under other (income) expenses, net (see notes 11 and 16). Beginning in October 2007, the financial information of Petrozuata is included in the consolidated financial statements of the Company, recorded as part of the consolidated debt, beginning on that date, the loan and secured bonds of that subsidiary (see notes 3-a and 9-a). Petrozuata has entered into agreements (revolving loans), subject to certain conditions, with certain lenders for an additional borrowing amount of $450 million. Petrozuata received and used $450 million resulting from this agreement. Interest is determined at the LIBOR rate plus a percentage from 1.12% and 1.25%, and is paid every six months in April and October of each year. The amount of principal amortization is $38.9 million annually payable in two installments every six months from 2001. In June 1997 Petrozuata Finance Inc., a subsidiary of Petrozuata created for the sole purpose of making the private placement of bonds, issued a series of bonds of $988 million net of discount of $12 million, through the issuance of Series “A” ($300 million), Series “B” ($625 million) and Series “C” ($75 million) bonds expiring in 2009, 2017 and 2022, at an interest rate of 7.63%, 8.22% and 8.37%, respectively. Interest is paid every six months, in April and October of each year. For Series “A” and “B” bonds, the amortization of principal is payable every six months beginning on April 1, 2004 and 2008, respectively. The amortization of principal of Series “A” and “B” bonds is determined based on a percentage of the original amount, which varies according to the payment term, whereas the principal of Series “C” bonds is payable upon maturity on October 1, 2022. Covenants Several credit facilities establish covenants restricting the Company from incurring additional debt, paying dividends, placing liens on property and selling certain assets. The Company was in compliance with these covenants as of December 31, 2007 and 2006, with the exception in 2006 as explained in the following paragraph regarding the contractual commitments of the subsidiary PDVSA Petróleo, which holds an interest in the Hamaca Project (see note 9-a). 70 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 A portion of the long-term debt of PDVSA Petróleo, corresponding to the credit facility of Corpoguanipa is presented as current as of December 31, 2006, because of the receipt of notice of probably default on January 20, 2006, arising from the delay in executing the Collateral Assignment and Acknowledgement of Electrical Services Agreement. This situation was addressed in 2007 upon total payment of the debt of the Hamaca Project. Credit Facilities As of December 31, 2007, PDVSA has secured credit lines available of $70 million. For more information regarding the exposure of the Company to interest rate risk, exchange risk and liquidity (see note 7). (22) Employee Termination, Pension and Other Postretirement Benefits An analysis of liabilities for labor obligations, pension plan and other postretirement benefit plans other than pension plans follows (in millions of dollars): December 31, 2007 2006 Accrual for employee termination benefits Pension plans Other postretirement benefits other than pension plans 136 1,080 1,782 150 767 1,188 Less current portion 2,998 490 2,105 374 2,508 1,731 Long-term portion PDVSA has implemented the following employee benefit plans: (a) Defined Contribution Savings Plans PDVSA and its Venezuelan subsidiaries maintain savings funds for their employees and guarantee contributions to the members’ accounts. As of December 31, 2007 and 2006, the guaranteed amount in the savings fund is approximately $174 million and $110 million, respectively. CITGO maintains three retirements and savings plans with defined contributions, covering all eligible employees; the employees who are members of these plans make voluntary contributions to the plans that in turn are matched by the subsidiary. In 2007 and 2006 CITGO recorded $26 million and $25 million respectively, relating to contributions to such plans. (b) Pension Plans and Other Postretirement Benefits In Venezuelan and foreign subsidiaries, there are retirement plans and other benefits covering employees and eligible former employees. These plans, among other conditions, are based on seniority of service, age and salary. 71 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Pursuant to the collective labor contract, PDVSA and its Venezuelan subsidiaries have a retirement plan that covers all eligible employees. There are pension funds with the respective organizations for the administration of the assets of such funds once the employee has retired. The financing of the pension plan for Venezuelan employees is based on a contribution system, managed on the basis of individual capitalization. This plan establishes monthly mandatory contributions based on normal salary of 3% by the employee and 9% by the Company. If necessary, the Company will make additional contributions to ensure payment of the amount of the pension benefit according to the defined benefit plan set forth in the agreement. CITGO sponsors three non-contributory defined benefit plans; two of them cover eligible employees under an hourly regime and one covers eligible employees earning salaries. CITGO also sponsors three defined benefit plans not qualifying for certain eligible employees. In addition to pension plans, PDVSA provides health and dental plans, funerary insurance and an electronic card for meals. These benefits are funded on the cash basis. An analysis of the accrual for pension plans and other retirement benefits follows (in millions of dollars): December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits Present value of obligation based on actuarial study Fair value of plan assets 3,998 (2,677) 2,992 (2,375) 6,906 (1) 3,867 (1) Present value of net obligation Unrecognized actuarial gains (losses) Unrecognized past service cost 1,321 553 (794) 617 175 (25) 6,905 (4,218) (905) 3,866 (2,636) (42) 1,080 767 1,782 1,188 Accrual in financial statements The movement of the accrual for pension plans and other retirement benefits follows (in millions of dollars): Years ended December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits Accrual at beginning of year Expense for the year Benefits paid by employer Effect of disincorporation of Pequiven 767 540 (227) 1,080 72 829 330 (357) (35) 1,188 734 (140) - 767 1,782 911 443 (124) (42) 1,188 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 An analysis of the expense for pension plans and other retirement benefits, recorded in the consolidated statements of income, follows (in millions of dollars): Years ended December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits Service cost for the year Interest cost on obligations Expected return on plan assets Past service cost Adjustment on benefits paid Recognized actuarial losses 140 292 (213) 96 206 19 126 253 (226) 25 152 77 427 (4) 50 184 78 247 8 110 540 330 734 443 The expense is recorded in the following items of the consolidated statements of income as follows (in millions of dollars): Years ended December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits Operating expenses Selling, administrative and general expenses 73 378 211 514 178 162 119 220 265 540 330 734 443 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 A reconciliation of the present value of obligations based on the actuarial study follows (in millions of dollars): Years ended December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits Present value at beginning of year Past service cost for the year Interest cost Actuarial (gains) losses Restricted (gains) losses Benefits paid Past service cost Employees’ contributions Effect of disincorporation of Pequiven 2,992 140 292 (52) (227) 834 19 3,998 3,097 74 253 (36) (4) (375) 142 14 (173) 2,992 3,867 77 427 2,562 (141) 114 6,906 2,904 78 247 944 (112) (8) (186) 3,867 A reconciliation of the fair value of assets of the pension plans and other postretirement benefits follows (in millions of dollars): Years ended December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits Plan assets at beginning of year Expected return Actuarial (gains) losses Contributions made by the Company Contributions made by employees Effect of disincorporation of Pequiven Benefits paid 74 2,375 212 8 215 94 (227) 2,632 243 (79) 123 44 (213) (375) 1 13 (13) 1 11 (11) 2,677 2,375 1 1 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The trends of the rates for medical plans affect the amounts reported. A change in a percentage point in the rates used may give rise to the following effects (in millions of dollars): One percentage increase decrease Effect on cost components of total service and interest Effect on benefit obligation 119 958 (33) (715) The Company expects to pay approximately $89 million as contributions to pension plans and other postretirement benefits in 2008. A summary of the composition of the pension plan assets portfolio follows (in millions of dollars): December 31, 2007 2006 Cash and cash equivalents Fixed income instruments Mixed income instruments Other 917 1,397 363 18 751 1,299 307 2,677 2,375 The historical information of pension plans and other postretirement benefits for the four previous years follows (in millions of dollars): 2007 2006 2005 2004 3,998 (2,677) 2,992 (2,375) 3,097 (2,632) 2,738 (2,250) 2003 Pension Plans Present value of obligation Fair value of plan assets Plan deficit 2,670 (2,087) 1,321 617 465 488 583 Present value of obligation Fair value of plan assets 6,906 (1) 3,867 (1) 2,904 (1) 1,646 (1) 1,348 (1) Plan deficit 6,905 3,866 2,903 1,645 1,347 Other retirement benefits - 75 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Actuarial assumptions used follow: Years ended December 31, 2007 2006 2007 2006 Pension Other retirement plans benefits % % % % Venezuela: Discount rate Rate of compensation increase Return on seniority adjustment Medical inflation rate Inflation rate Expected return on plan assets 9.0 11.0 12.0 10.0 10.0 7.0 12.0 6.0 9.0 11.0 11.0 10.0 10.0 7.0 8.0 6.0 9.0 10.0 - - Foreign: Discount rate Rate of compensation increase Expected return on plan assets 6.5 4.5 5.5 4.5 6.5 4.5 5.8 4.5 8.0 8.3 6.0 6.0 The assumptions relating to future death rates are based on published statistics and mortality indexes, which establish that the average life expectancy in Venezuela of a retired person aged 65 is 13 years for women and 11 years for men. The long-term expected rate of return on plan assets in Venezuela is 9% and abroad is 8% for pensions and 6% for other postretirement benefits. The return is based exclusively on the expectancy of the return on investments that PDVSA has made in foreign funds to finance future pensions according to the retirement plan. This rate is determined based on the entire investment portfolio. 76 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (23) Accruals and Other Liabilities Accruals and other liabilities are summarized as follows (in millions of dollars): December 31, 2007 2006 Withholding taxes Value added tax (VAT) Production tax and other taxes payable Financial lease (see note 26) Provision for litigation and other claims (see note 27) Accounts payable to employees Environmental accrual (see note 27) Accrual for refining work Accrual for asset retirement obligations (see notes 3-e and 13) Premium on issues of bonds (see note 21) Interest payable Dividends payable Accrued expenses of foreign affiliates Advances from contractors Accounts payable to related entities (see notes 9-a and 28) Other 397 297 3,372 605 1,810 783 1,126 94 214 369 1,715 239 860 515 709 115 1,248 393 183 154 317 74 8,484 1,404 1,024 46 154 241 91 4,700 460 20,741 11,452 Less current portion of accrued and other liabilities 17,646 9,263 Long-term portion 3,095 2,189 As of December 31, 2007 and 2006, accrued and other liabilities include $1,248 million and $1,024 million, respectively, of accruals for obligations for the retirement of exploration and production assets. The cost and obligations for the retirement of assets associated with refining, trade and supply activities were not estimated, as these assets are considered of indefinite use, as a result of major maintenance and repairs; also, there is no information available to determine the date when these assets will be disposed of. Accounts payable to related parties include $6,000 million and $4,700 million corresponding to promissory notes due to the National Treasury Office (ONT) issued in December 2007 and 2006, respectively, and due between February and June 2008, and January and April 2007, at an annual interest rate from 4.71% to 4.86% and from 5.35% to 5.37%, for 2007 and 2006, respectively. In February 2008, the Company paid $1,400 million corresponding to promissory notes issued in December 2007. Between January and April 2007, the Company paid $4,700 million corresponding to promissory notes issued in December 2006. As of December 31, 2007 and 2006, accruals and other liabilities include $739 million and $20 million, respectively, corresponding to taxes withheld by PDVSA for its contractors for the social fund established in the Social Production Enterprise (EPS-Empresas de Producción Social) Program. These contributions are required under PDVSA’s new service and contracting plan for works and services and are aimed at developing social projects or work for the benefit of communities. 77 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The movement of accrued and other liabilities in 2007, follows (in millions of dollars): Withholding taxes VAT Production tax and other taxes payable Financial leases Provision for litigation and other claims Accounts payable to employees Environmental accrual Accrual for refinery work Accrual for asset retirement obligations Premium on issue of bonds Interest payable Dividends payable Accrued expenses of foreign affiliates Advances from contractors Accounts payable to related entities Other Total accruals and other liabilities Balance at December 31, 2006 Decrease Balance at December 31, 2007 Current portion Long term portion Increase 214 369 1,715 239 860 515 709 115 361 847 19,201 568 1,153 299 482 1,105 (178) (919) (17,544) (202) (203) (31) (65) (1,126) 397 297 3,372 605 1,810 783 1,126 94 397 297 3,372 100 1,501 741 547 94 505 309 42 579 - 1,024 46 154 241 91 4,700 460 485 413 811 690 8,484 2,091 (261) (20) (674) (614) (17) (4,700) (1,147) 1,248 393 183 154 317 74 8,484 1,404 390 28 183 154 317 10 8,484 1,031 858 365 64 373 11,452 36,990 (27,701) 20,741 17,646 3,095 (24) Accounts Payable to Suppliers Accounts payable to suppliers include the following (in millions of dollars): December 31, 2007 2006 Related parties (see note 28) Trade Operating agreements (see note 9-b) 278 5,173 199 247 5,585 547 5,650 6,379 Exposure to currency and liquidity risk related to accounts payable to suppliers is presented in note 25. 78 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (25) Financial Instruments Credit Risk Exposure to Credit Risk The carrying value of financial assets represents the maximum credit risk exposure as follows (in millions of dollars): December 31, 2007 2006 Long-term accounts receivable (see note 15) Recoverable value-added tax (see note 12-f) Notes and accounts receivable (see note 18) Restricted cash (see note 16) Cash and cash equivalents 3,828 5,576 11,687 3,298 3,325 3,072 4,236 9,546 2,369 2,282 27,714 21,505 The maximum exposure to credit risk for notes and accounts receivable by geographic region follows (in millions of dollars): December 31, 2007 2006 United States and Canada Central America and the Caribbean Europe Asia South America Venezuela 2,284 2,114 1,249 883 421 613 1,891 2,566 1,693 290 320 1,358 7,564 8,118 The maximum exposure to credit risk for notes and accounts receivable by type of client follows (in millions of dollars): December 31, 2007 2006 Trade Energy agreements 79 6,431 1,133 6,984 1,134 7,564 8,118 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Impairment Losses The aging of notes and trade receivable follows (in millions of dollars): Gross December 31, 2007 Impairment Gross 5,549 594 985 286 150 150 6,808 394 610 171 135 135 7,564 150 8,118 135 Current Past due 30 days Past due 31 to 180 days Past due 181 days More than one year 2006 Impairment The maximum exposure to credit risk is concentrated in trade accounts receivable. PDVSA makes an allowance for doubtful accounts based on the aging of the balances and the results of the evaluations of the client portfolio. Changes in the allowance for doubtful accounts in 2007 and 2006 follow (in millions of dollars): December 31, 2007 2006 Balance at January 1 135 147 Increase Decrease 43 (28) 20 (32) Balance at December 31 150 135 80 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Liquidity Risk A summary of the contractual maturities of financial liabilities, including estimated payments of interest and excluding the impact of netting agreements follows (in millions of dollars): Carrying value Contractual cash flows 6 months or less 6 - 12 months 1-2 years 2-5 years More than 5 years 5,650 16,006 5,650 25,880 5,082 3,008 568 758 1,162 4,018 16,934 605 999 50 50 188 155 556 22,261 32,529 8,140 1,376 1,350 4,173 17,490 6,379 2,914 6,379 3,826 3,261 309 3,118 306 580 839 1,792 239 408 20 21 71 62 234 9,532 10,613 3,590 3,445 651 901 2,026 December 31, 2007 Non-derivative financial liabilities Accounts payable to suppliers (see note 24) Long-term debt (see note 21) Financial leasing liabilities (see note 26) December 31, 2006 Non-derivative financial liabilities Accounts payable to suppliers (see note 24) Long-term debt (see note 21) Financial leasing liabilities (see note 26) Interest Rate Risk An analysis by the type of interest on financial instruments of the Company follows (in millions of dollars): December 31, 2007 2006 Fixed rate instruments Fixed-term deposits Long-term debt 622 (8,489) 1,229 (298) (7,517) (2,616) (15,384) (1,685) Variable rate instruments Long-term debt 81 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Fair Value Sensitivity Analysis for Fixed Rate Instruments PDVSA does not use the fair value hedge accounting model for its fixed rate financial assets nor has it designated derivates as hedging instruments. Therefore, a change in interest rates as of the reporting date would not affect the consolidated results of the Company. A variation of one percent in the interest rate as of the date of the consolidated financial statements would have increased or decreased the consolidated results by $440 million and $15 million, respectively. Cash Flow Sensitivity Analysis for Long-Term Debt at Variable Rates A change of one percent in the interest rate as of the reporting date would have increased or decreased the consolidated results by the amounts presented below. The analysis performed using the same basis as for 2006 follows (in millions of dollars). Results Operations One percent increase decrease December 31, 2007 Long-term debt 65 65 14 14 December 31, 2006 Long-term debt 82 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Fair Value of Financial Instruments The estimated amounts presented are not necessarily and indication of the amounts that PDVSA could realize in a current market exchange. The use of different market assumptions and/or methodologies to determine estimates may significantly affect the estimated fair values. Fair values determined using the bases disclosed in note 6 follows (in millions of dollars): December 31, 2007 2006 Carrying Fair Carrying Fair value value value value Assets: Long-term accounts receivable Recoverable valued-added tax Notes and accounts receivable Derivative assets (included in prepaid expenses and other assets) Restricted cash Cash and cash equivalents Liabilities: Long-term debt Accounts payable to suppliers Other liabilities (included in accruals and other liabilities) Derivative liabilities (included in accruals and other liabilities) 3,828 5,576 11,687 3,828 5,576 11,687 3,072 4,236 9,546 3,072 4,197 9,546 39 3,298 3,325 39 3,298 3,325 52 2,369 2,282 52 2,369 2,282 (16,006) (5,650) (16,006) (5,650) (2,914) (6,379) (2,914) (6,379) (9,754) (9,754) (5,812) (5,812) (44) (44) (42) (42) (26) Financial and Operating Leases As of December 31, 2007 and 2006, there are certain assets of refining and gas compression plants and related equipment acquired under capital lease agreements, recorded under property, pant and equipment of approximately $668 million and $275 million, net of accumulated depreciation of approximately $215 million and $190 million, respectively. The depreciation expense for the years 2007 and 2006, corresponding to leased assets amounted to approximately to $39 million and $29 million, respectively. 83 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 As of December 31, 2007, future lease payments are as follows (in millions of dollars): Leases Financial Operating Years 2008 2009 2010 2011 2012 More than five years Future estimated lease payments 360 257 192 179 167 167 100 96 92 84 71 556 1,322 999 Less interest (394) Present value, included in accruals and other liabilities (see note 23) 605 Rental expense incurred under operating leases in 2007 and 2006 was approximately $539 million and $409 million, respectively, included in operating expenses. (27) Commitments and Contingencies Guarantees As of December 31, 2007, some of PDVSA’s subsidiaries have construction completion guarantees related to debt and financing arrangements of joint venture projects. The subsidiaries, projects, guarantees obligations and year of termination follow (in millions of dollars): Guarantee obligations Year of termination Subsidiaries CITGO PDVSA Petróleo 8 93 2012 2012 As of December 31, 2007 and 2006, PDVSA has not recorded liabilities for these concepts; historically claims as a result of guarantees have not been significant. As of December 31, 2007, CITGO has guaranteed debts of subsidiaries and affiliates, including letters of credit and borrowings for the acquisition of commercialization equipment. PDVSA Petróleo has a global environmental guarantee undertaken with the Ministry of Popular Power for the Enviroment and Natural Resources (MARN), which guarantees the performance of environmental compliance in accordance with current legislation. 84 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Litigation and Other Claims On December 26 and 27, 2007, Mobil Cerro Negro Ltd. filed a request for seizure of assets to be ordered by the South District Court of New York. The seizure requested affected $300 million deposited in the accounts of PDVSA Cerro Negro S.A., held in the Bank of New York Mellon and corresponded to funds released in favor of PDVSA Cerro Negro, as a result of the repurchase of debt undertaken to finance the Cerro Negro Project. The order was issued without giving prior notice of the request to PDVSA Cerro Negro of the request and was confirmed on February 13, 2008. This procedure has concluded upon confirmation. The sum in question will remain withheld until an arbitration award is produced. On November 2, 2007, Conoco Phillips Company, ConocoPhillips Petrozuata B.V., Conoco Phillips Hamaca, B.V., ConocoPhillips Gulf of Paria B.V. and ConocoPhillips Company, hereinafter referred to as ConocoPhillips, filed an arbitration request against the Bolivarian Republic of Venezuela before the International Center for Resolution of Investment-Related Disputes (CIADI), seeking payment of damages resulting from breach of agreements, infringement of international and Venezuelan laws regarding investment protection. This request was recorded on December 13, 2007. PDVSA is not a party to this process. In September 2007, Mobil Corporation and its subsidiaries related to the Cerro Negro and La Ceiba projects filed for arbitration procedures before CIADI in Washington D.C., United States of America, against the Bolivarian Republic of Venezuela, seeking payment of damages resulting from breach of agreements, infringement of international and Venezuelan laws regarding investment protection. This request was recorded on October 10, 2007 by CIADI and formally notified to the Republic. On July 30, 2007, the 9 Superior Tax Contentious Court issued its ruling for an appeal filed by PDVSA Petróleo, S.A. against tax assessments issued by the Tax Administration, objecting the deductibility of a contribution made, in accordance with Article 6 of the Organic Hydrocarbons Law. This ruling concludes that only exports of “oil” and no other products or byproducts of hydrocarbon are deductible. This must be construed restrictively since it involves a tax benefit (deduction). The management of PDVSA and its legal counsel have expressed that such ruling is based on legal provisions, but they uphold deductibility through an appeal before the Political-Administrative Court of the Supreme Tribunal of Justice (TSJ). As of December 31, 2007, the provision for litigation and other claims includes $338 million in this connection. On July 25, 2007, the Company paid $110 million in favor of the New Brunswick Power Corporation (“NB Power”) as an out-of-court settlement, which ends the claim filed in September 2005, wherein NB Power sued before a Canadian court and sought arbitration before the International Council for Dispute Resolution of the American Arbitration Association of New York, against PDVSA, Bitúmenes Orinoco, S.A. (BITOR) and the Bolivarian Republic of Venezuela, alleging among other things, the failure to comply with an Orimulsión® supply agreement. 85 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 On June 25, 2007, the Constitutional Chamber of TSJ declared without merit the review appeal filed by the legal counsel of PDVSA Petróleo, S.A. against the decision dated February 16, 2006 of the Political Administrative Chamber of TSJ, which declares without merit the appeal filed by PDVSA Petróleo, S.A. against resolution of the National Integrated Tax and Customs Administration (SENIAT), dated November 17, 1999, relating to tax obligations corresponding to 1994, 1995 and 1996, of $839 million. As of December 31, 2007, the provision for litigation and other claims includes $839 million for this concept. The Company is involved in other claims and legal actions in the normal course of business of $3,500 million. In the opinion of management and its legal advisors, the outcome of these claims will not have a material adverse effect on the Company’s financial position, results operations or liquidity. Based on an analysis of the available information, a provision, as of December 31, 2007 and 2006, of $1,810 million and $860 million, respectively, is included in accruals and other liabilities relating to all the contingencies described above. If known lawsuits and claims were to be determined in a manner adverse to the Company, and in amounts greater than the Company’s accruals, then such determinations could have a material adverse effect on the Company’s results of operations in a given reporting period. Although it is not possible to predict the outcome of these matters, management, based in part on advice of its legal counsel, does not believe that it is probable that losses associated with the proceedings discussed above, that exceed amounts already recognized, will be incurred in amounts that would be material to the Company’s financial position or results of operations. Environmental Compliance The majority of PDVSA’s subsidiaries, both in Venezuela and abroad, are subject to various environmental laws and regulations which may require significant expenditures to modify facilities and prevent or remedy the environmental effects of waste disposal and spills of pollutants. In the United States and Europe, PDVSA’s operations are subject to various federal, state and local environmental laws and regulations, which may require them to take action to remedy or alleviate the effects on the environment of earlier plant decommissioning or leakage of pollutants. PDVSA is taking important steps to prevent risks to the environment, people’s health, and the integrity of its facilities. In 2007, PDVSA continued implementing its Integral Risk Management System (SIRPDVSA®) throughout the company, which is expected to be completed in 2009. This management system is based on international practices and standards, such as ISO 9000 for control of documentation; ISO 14001 for environmental compliance; ISO 18000 and British Standard BS8800 for occupational health; and the guidelines of the American Petroleum Institute (API) for safety process. PDVSA has invested approximately $42 million and plans to invest an additional $5 million to complete implementation of SIRPDVSA. In addition, PDVSA implemented an investment plan to meet environmental regulations in Venezuela, which contemplates approximately $2,255 million in capital disbursements from 2004 to 2009 including the following: $1,150 million for product quality; $911 million for risk control at operation sites; $162 million for environmental compliance projects; and $32 million for other environment-related projects. CITGO estimates expenses of approximately $1,100 million for projects regulating environmental risks from 2005 to 2009. 86 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Additionally and as part of the environmental responsibility of PDVSA, there is a plan for environmental remediation and restoration of environmental liabilities generated until 2004. The plan has an expected duration of 12 years and started in 2001 and addresses remediation of pits and unspecified crude oil, hazardous materials and waste, facilities, abandoned equipment and dismantlement, areas impacted by oilrelated activities and radioactive sources. As of December 31, 2007, remediation has been performed on 2,554 hydrocarbons pits of the existing 13,460 pits, thus 10,906 pits are still pending sanitation. Based on the analysis of detailed information available, PDVSA estimated liabilities relating to remediation and restoration of environmental liabilities and recorded expenses in the results of 2007 and 2006 of $482 million and $193 million, respectively. The balances of the accruals for environmental matters, as of December 31, 2007 and 2006, amount to $1,126 million and $709 million, respectively (see note 23). CITGO has received various notices of violation from the Environmental Protection Agency (EPA) and other regulatory agencies, which include notices under the federal Clean Air Act, and could be designated as Potentially Responsible Parties (“PRPs”) jointly with other industrial companies with respect to sites under the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). These notices are being reviewed and, in some cases, remedial action is being taken or CITGO is engaged in settlement negotiations. Conditions that require additional expenditures may exist at various sites including, but not limited to, the Company’s operating complexes, service stations and crude oil and petroleum storage terminals. Management believes that these matters, in the normal course of operations, will not have a material effect on the consolidated financial position, liquidity or operations of PDVSA. Agreements with the Organization of Petroleum Exporting Countries (OPEC) The Bolivarian Republic of Venezuela is a member of OPEC, an organization mainly aimed at establishing agreements to maintain stable crude-oil prices through production quotas. To date, the reduction in the production of crude oil as a result of changes in the production quotas established by OPEC or variation in prices has not had a significant effect on the Company’s consolidated financial position, results of operations and cash flows. (28) Related Party Transactions PDVSA considers its non-consolidated investees, jointly controlled companies, the Company’s directors and executives, other companies that are also property of the stockholder and other government institutions as related parties. 87 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 A summary of transactions and balances with related parties follows (in millions of dollars): Years ended December 31, 2007 2006 Activities of the year: Income Sales Equity interest in earnings of non-consolidated investees (see note 14) Other income Cost and expenses Purchase of crude oil and refined products Production tax and other taxes (see note 12) Other Income tax expense in Venezuela (see note 12-a) Social development expenses 11,399 13,450 733 97 1,120 212 5,187 21,981 55 10,301 18,435 92 4,953 3,518 14,102 13,784 December 31, 2007 2006 Balances at year end: Investments in non-consolidated investees (see note 14) Buildings used by government entities (see note 15) Long-term accounts receivable (see note 15) Recoverable tax credits (see note 12-f) FONDESPA project executing entities (see notes 15 and 16) FEM contributions (see notes 4 and 16) Trust funds with BANDES (see note 16) Trust funds with BANFOANDES (see note 16) Notes and accounts receivable (see note 18) Income tax overpayments (see note 19) Income tax payable in Venezuela (see note 12) Accruals and other liabilities (see note 23) Accounts payable to suppliers (see note 24) 88 2,088 82 2,013 5,576 836 805 698 14 2,824 6,100 3,427 13,021 278 2,503 87 1,483 4,236 882 766 996 16 1,132 2,240 2,369 7,393 247 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 During 2007 and 2006, PDVSA made sales to affiliated companies and related parties, which are summarized as follows (in millions of dollars): Years ended December 31, 2007 2006 Hovensa LYONDELL-CITGO Nynäs Chalmette Refining Ruhr MC Bitor LTD Mount Vernon Phenol Plant (Mt. Vernon) Thyssen Citgo Petcoke Corporation C.A. de Administración y Fomento Eléctrico (CADAFE) Siderúrgica del Orinoco, C.A. C. A. Energía Eléctrica de Venezuela (Enelven) Metanol de Oriente, S.A. (Metor) Fertilizantes Nitrogenados de Venezuela, C.E.C. (Fertinitro) Petroquímica de Venezuela, S.A. (Pequiven) Other 7,268 1,023 1,164 557 467 333 188 50 39 47 49 83 44 87 5,979 4,602 802 599 371 260 218 135 66 41 50 92 114 61 60 11,399 13,450 PDVSA Petróleo has entered into several agreements for supplies to related parties, which are summarized as follows (in millions of dollars): Company Supply Agreement (MBPD) Ruhr Nynäs LYONDELL- Houston Refining L.P. (formerly LYONDELL-CITGO) Chalmette Refining ConocoPhillips Hovensa Hamaca Marketing Company 237 57 230 90 190 270 129 Year of termination Term of association, plus 3 additional years Term of association, plus 3 additional years 2011 Term of association 2020 From 2014 to 2022 Term of association 1,203 As a result of the sale of the investment in LYONDELL-CITGO in 2006 (see note 14), the supply agreement was rendered without effect and PDVSA received a settlement payment for this agreement of $300 million included under other (income) expenses, net in 2006. Also, a new agreement with similar conditions was suscribed between LYONDELL Houston Refining L.P. and PDVSA Petróleo. 89 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 During 2007 and 2006, CITGO sold to affiliated companies, mainly at market prices, raw material and other products for $521 million and $410 million, respectively. Outstanding balances relating to these operations as of December 31, 2007 and 2006, of $85 million and $63 million, respectively, are included in notes and accounts receivable from related parties. During 2007 and 2006, CITGO purchased refined products from various affiliated companies (LYONDELL-CITGO - until June 30, 2006, Chalmette Refining and Mt. Vernon) under long-term agreements. These purchases of $5,060 million in 2007 and $9,896 million in 2006, are included in the consolidated statements of income as crude oil and products purchases. As of December 31, 2007 and 2006, accounts payable to suppliers include $262 million and $234 million, respectively, relating to these transactions. During the nine-month period ended September 30, 2007 and the year 2006, PDVSA purchased upgraded crude oil from Petrozuata, for $126 million and $405 million, respectively, included in purchases of crude oil and products in the consolidated statements of income. In addition, Petrozuata reimbursed PDVSA Petróleo for operating expenses of $24 million and $14 million, corresponding to the nine-month period ended September 30, 2007 and the year 2006, respectively (see notes 9-a and 14). As of December 31, 2007 the balance of production tax payable is disclosed net of $500 million corresponding to a payment made to the Bolivarian Republic of Venezuela for production tax advances (see note 23). In 2007 and 2006, payments made by PDVSA to its directors, for salaries and social security payments amounted to approximately $2.53 million and $2.90 million, respectively. In addition to salaries and social security payments, the Company also grants non-monetary benefits to its directors and makes contributions for contractual benefits and postretirement benefits. According to the terms of the collective agreement of PDVSA, directors have the same rights as the rest of the staff regarding eligibility conditions to opt for the retirement plan and other postretirement benefits other than those of the retirement plan. Certain directors of the Company hold key positions in other related entities, and some of their powers include influencing the operating and financial policies of such companies. The operations with related entities as of December 31, 2007 and 2006, do not necessarily indicate the results that would have been obtained if such transactions had been carried out with third parties. 90 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In support of social projects carried out by the National Government (see note 1), PDVSA incurred the following expenses in 2007 and 2006 (in millions of dollars): Years ended December 31, 2007 2006 Expenses for social development incurred through trust funds in BANDES and other government financial institutions (see notes 15 and 16): Programs and Projects for Housing Development and Infraestructure FONDESPA (see note 16) Sustainable Development of the Country's Eastern and Western Regions Sowing and production 2005 Integral Cooperation Agreement Bolivia - Venezuela Integral Cooperation Agreement Argentina - Venezuela Integral Cooperation Agreement Uruguay - Venezuela Alba Caribe fund Hydraulic Works Plan Vialidad 2006 Expenses incurred for missions, contributions to communities and other: Ribas Mission Vuelvan Caras Mission Barrio Adentro I, II and III Mission Sucre Mission Mercal Mission Árbol Mission Música Mission Ciencia Mission Vivienda Mission Energy Efficiency System Support to missions and communities Other Contributions to FONDEN (see note 4) 91 558 195 447 939 837 66 172 72 62 169 102 697 5 185 150 50 67 181 2,131 2,823 133 40 3,091 13 904 24 43 939 23 280 234 1,471 279 230 458 178 920 55 5,210 4,105 6,761 6,856 14,102 13,784 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The contributions of PDVSA to trust funds, except for those corresponding to FONDESPA, are recorded directly as social development expenses, at the time the disbursements are made, thus the administrative responsibility lies with the trustee and beneficiaries of the funds. Contributions to FONDESPA are recorded as restricted cash, long-term accounts receivable from FONDESPA project executing entitites (see notes 15 and 16) or as expenses for development in accordance with the conditions set forth in the respective agreements. Part of the products received for social projects are paid for for offsetting accounts receivable from the sale of crude oil under the Energy Cooperation Agreement of Caracas (see note la 9-d). Notes and accounts receivable from related parties comprise the following (in millions of dollars): December 31, 2007 2006 CADAFE Hovensa Nynäs Enelven Mt. Vernon National Armed Forces Pequiven PDV Cupet Civil Association "Administradora de los Fondos de Pensiones de los Jubilados de Petróleos de Venezuela, S.A." Accounts receivable employees Other 1,090 780 105 140 53 20 164 72 15 563 115 93 51 43 53 - 7 154 239 5 126 68 2,824 1,132 In 2007, accounts receivable from CADAFE include, mainly, light-diesel supply transactions undertaken by PDVSA Petróleo, which do not bear interest and have no stipuled maturities, and may be offset against the energy supply service provided by CADAFE. In this connection, in 2007 and 2006, PDVSA Petróleo offset accounts receivable from CADAFE of $25 million and $29 million, respectively. As of December 31, 2006, a portion of accounts receivable from CADAFE of $503 million was classified as non-current. Long-term accounts receivable as of December 31, 2007 and 2006, include accounts receivable from employees of $226 million and $160 million, respectively, corresponding to loans on contractual benefits. Furthermore, at December 31, 2006, the balances with Petrozuata include $41 million, corresponding to debts for cash advances. 92 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 At the extraordinary Stockholder’s meeting of PDVSA held on January 20, 2006, it was approved to transfer, for no consideration, all of the shares of Pequiven to the Bolivarian Republic of Venezuela, in order to comply with the provisions of the Law Fostering Development of Petrochemical, Carbochemical and Similar Activities, enacted in December 2005. To meet the guidelines established by the Ministry of Popular Power for Energy and Oil and strategic plans of PDVSA, the Company will continue temporarily to support financially the actvities of Pequiven. This support includes loans for working capital to carry out the investment plan for 2006, discounts on methane gas prices and financing of accounts receivable up to 180 days. In 2007 and 2006, PDVSA supplied Pequiven funds of $15 and $88 million, respectively, to be used as working capital, which is included under long-term accounts receivable. As of December 31, 2007 and 2006 PDVSA, through its subsidiary BITOR, has supplied SINOVENSA (affiliate of BITOR) funds of $88 million and $121 million, respectively, for construction and operation of a production and emulsification module for extra-heavy crude oil to produce Orimulsión® (MPE-3), included in long-term accounts receivable (see note 9-a). As of December 31, 2007 and 2006, certain assets with a net carrying amount of $82 million and $87 million, respectively, have been identified, which correspond to buildings owned by PDVSA used by entities attached to governmental organizations. In 2004, usage agreements were signed for some of these buildings. The agreements in relation to the conditions for their use and the possible transfer of such assets are in the process to being determined and legally formalized. Maintenance and other expenses for these facilities are assumed by PDVSA, which does not receive any consideration for the use of these assets. As of December 31, 2007 and 2006, the value of such asset is presented under other asset (see note 15). 93 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (29) Production, Refining and Exports Activities A summary of operating data, relating to production, refining and export of crude oil based on sub-ledgers of the Company and production reports prepared by the Ministry of Popular Power for Energy and Oil is presented below (expressed in MBPD): Years ended December 31, 2007 2006 Own crude-oil production (1) Operating agreements (2) Empresas mixtas (2) Risk exploration agreements PDVSA's participation in the Orinoco Oil Belt Associations (3) (see notes 9-a and 33-a): PDVSA Sincor PDVSA Cerro Negro Corpoguanipa Petrozuata Extra-heavy crude oil (less than 8 degrees API) Total production of PDVSA Production of the nation (4) Refining capacity (unaudited information): Domestic sector (5) Foreign sector (6) Total refining capacity Volume of crude oil processed in refineries: Domestic sector Foreign sector (unaudited information) (7) Total volume of crude oil processed in refineries Own exports: Crude oil Products Total exports of PDVSA Exports of the nation (8 and 9) 94 2,292 316 - 2,315 116 241 1 62 61 81 63 65 48 47 59 267 29 219 15 2,904 2,907 3,150 3,250 1,303 1,795 1,303 1,795 3,098 3,098 1,004 1,517 1,022 1,625 2,521 2,647 1,874 622 1,917 698 2,496 2,615 2,789 2,975 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (1) Includes condensed crude oil of 7 MBPD in 2007 and 5 MBPD in 2006. (2) Operating Agreements were effective until March 31, 2006 and, after that date, the activities were migrated to “Empresas Mixtas” (see note 9-b). (3) As a result of the migration process of Joint Ventures of the Orinoco Oil Belt to “Empresas Mixtas”, beginning in July 2007, the interest of PDVSA Cerro Negro went from 41.67% to 83.33%; the interest of Corpoguanipa went from 30% to 70% and the share of PDVSA in Petrozuata became 100% since October 2007 (see note 9-a). The financial statements of companies involved in the Joint Ventures of the Oil Belt were audited by independent public accountants other than those of PDVSA. (4) Includes 246 MBPD in 2007 and 343 MBPD in 2006, corresponding to third parties interest in the Orinoco Oil Belt Associations. The financial statements of the Orinoco Oil Belt Associations were audited by independent public accountants other than those of PDVSA. (5) Includes refineries of the domestic sector: Centro de Refinación Paraguaná – CRP (Amuay, Cardón and Bajo Grande), El Palito, Puerto la Cruz and San Roque. (6) Includes the portion corresponding to PDVSA of foreign-sector refineries (Refinería Isla, Nynas, Ruhr Oel, Hovensa, Lake Charles, Lemont, Corpus Christi, Chalmette). (7) PDVSA’s interest in the refineries of processed crude oil includes the total Venezuelan crude oil processed in the following refineries: (Isla, Nynas, Ruhr Oel, Hovensa, Lake Charles, Lemont, Corpus Christi, Chalmette). Crude oil processed by Refinería Isla amounted to 209 MBPD in 2007 and 205 MBPD in 2006. (8) Includes 293 MBPD in 2007 and 360 MBPD in 2006 corresponding to the interest of third parties in the Orinoco Oil Belt joint ventures. (9) Includes sales of 25 MBPD to Petroecuador, which are included in the consolidated financial statements, offset with purchases under the existing energy agreement between PDVSA and Petroecuador. 95 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (30) Financial Information for Domestic and Foreign Sectors A consolidated summary of financial information of PDVSA, according to sectors and activities is presented below, to comply with Article 20 of the Organic Hydrocarbons Law (in millions of dollars): Domestic Sector Eliminations, adjustments and reclassifications (1) 2007 2006 Exploration and production 2007 2006 2007 2006 33,503 1,639 5,296 3,498 917 26,990 314 1,389 3,081 2,701 1,045 6,977 100 235 371 - 4,566 89 90 1,675 - 7,046 2,215 2,612 548 520 819 5,921 150 1,624 2,045 759 785 47,526 2,315 4,486 6,215 4,018 1,736 37,477 553 3,103 6,801 3,460 1,830 4,910 2,269 653 7 5,026 2,363 314 98 (2,496) 857 (2,385) (1,788) - (413) 340 (3,456) - 52,436 2,088 5,343 4,483 2,230 1,743 42,503 2,503 3,443 3,659 3,460 1,928 Total not current assets 44,853 35,520 7,683 6,420 13,760 11,284 66,296 53,224 7,839 7,801 (5,812) (3,529) 68,323 57,496 Inventories Recoverable value-added tax Notes and accounts receivable Prepaid expenses and other assets Restricted cash Cash and cash equivalents Assets held for sale 677 204 1,714 1,241 1,497 314 - 300 69 1,610 130 356 70 - 213 77 994 176 17 - 105 16 852 59 5 - 3,477 1,273 10,582 5,545 14 1,709 2,768 2,722 690 3,849 2,198 74 1,074 - 4,367 1,554 13,290 6,962 1,511 2,040 2,768 3,127 775 6,311 2,387 430 1,149 - 5,058 4 3,362 3,320 44 1,285 477 4,598 1 3,676 1,772 11 1,133 - (955) 1,788 (4,965) (2,561) - (722) (441) (1,174) - 8,470 3,346 11,687 7,721 1,555 3,325 3,245 7,003 776 9,546 2,985 441 2,282 - Assets: Property, plant and equipment, net Investment in non-consolidated investees Deferred income tax Long-term accounts receivable and other assets Recoverable value-added tax, net of current portion Restricted cash, net of current portion Total current assets Total assets Stockholder's Equity Liabilities: Long-term debt, net of current portion Employee benefits and other postretirement benefits, net of current portion Deferred income tax Accrued and other liabilities, net of current portion Gas Refining, trade supply and other 2007 2006 Total domestic Sector 2007 2006 Foreign Sector 2007 2006 Global Consolidated 2007 2006 5,647 2,535 1,477 1,037 25,368 10,607 32,492 14,179 13,550 11,191 (6,693) (2,337) 39,349 23,033 50,500 38,055 9,160 7,457 39,128 21,891 98,788 67,403 21,389 18,992 (12,505) (5,866) 107,672 80,529 20,894 21,780 4,842 6,086 24,780 17,580 50,516 45,446 9,077 8,096 (3,531) (439) 56,062 53,103 5,880 808 16 1,045 535 529 192 1,027 1,597 665 1 385 116 1 - 4,367 698 863 365 550 606 491 399 11,844 2,171 880 1,795 1,085 1,251 684 1,426 1,285 745 1,208 4,045 1,177 480 1,405 4,182 (408) 314 (2,745) (3,419) 13,129 2,508 2,402 3,095 2,262 1,731 2,089 2,189 7,749 2,283 2,648 117 6,293 2,046 16,690 4,446 7,283 7,244 (2,839) (3,419) 21,134 8,271 1,237 162 4,354 2,840 9,766 - 305 131 3,360 1,508 5,987 - 350 1 649 154 516 - 2 256 380 616 - 216 321 4,512 5,769 735 134 245 769 481 3,337 - 1,803 484 9,515 2,994 16,051 735 439 378 4,385 2,369 9,940 - 1,074 18 2,390 55 1,462 30 213 16 1,744 118 1,561 - (12) (6,255) (1) 133 - (20) 250 (2,238) - 2,877 490 5,650 3,048 17,646 765 652 374 6,379 2,487 9,263 - Total current liabilities 18,359 11,291 1,670 1,254 11,553 4,966 31,582 17,511 5,029 3,652 (6,135) (2,008) 30,476 19,155 Total liabilities 26,108 13,574 4,318 1,371 17,846 7,012 48,272 21,957 12,312 10,896 (8,974) (5,427) 51,610 27,426 Total liabilities and stockholder's equity 47,002 35,354 9,160 7,457 42,626 24,592 98,788 67,403 21,389 18,992 (12,505) (5,866) 107,672 80,529 Total non-current liabilities Current portion of long-term debt Employee benefits and other postretirement benefits Accounts payable to suppliers Income tax payable Accruals and other liabilities Liabilities held for sale (1) Represents write offs, adjustments and reclassifications between domestic and foreign sectors for the consolidated financial statements 96 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Exploration and production 2007 2006 Continuing operations Sale of crude oil and its products: Exports to international markets In Venezuela Other sales Cost and expenses: Purchase of crude oil and products Operating expenses Exploration expenses Depreciation and amortization Selling, administrative and general expenses Production, extraction tax and other taxes Financing expenses Other (income) expenses, net Domestic Sector Refining, trade Gas supply and other 2006 2007 2006 2007 Eliminations (1) 2007 2006 Total Domestic Sector 2007 2006 2007 2006 Eliminations, adjustments and reclassifications (2) 2007 2006 Global Consolidated 2007 2006 Foreign Sector 41,163 10,173 - 34,924 8,699 - 1,497 3,235 - 1,340 2,461 - 21,212 10,189 25 18,097 7,348 308 (2,141) (21,276) (25) (1,574) (16,275) (54) 61,731 2,321 - 52,787 2,233 254 50,238 5,650 - 59,107 5,879 - (18,149) (5,614) 65 (15,130) (5,879) 1 93,820 2,357 65 96,764 2,233 255 51,336 43,623 4,732 3,801 31,426 25,753 (23,442) (17,903) 64,052 55,274 55,888 64,986 (23,698) (21,008) 96,242 99,252 6,798 4,822 154 2,446 723 21,248 402 3,012 5,656 5,161 100 2,269 924 18,051 289 2,335 538 948 219 179 511 1 1,227 21,042 1,784 759 862 222 47 (3,917) 15,086 2,233 759 643 98 15 (2,397) (21,276) - (16,274) - 7,102 7,554 154 3,424 1,764 21,981 450 322 5,002 8,093 100 3,189 1,687 18,435 304 (90) 44,640 7,013 515 584 134 484 53,670 6,724 465 503 116 474 (23,605) 391 79 354 (1,016) (19,894) (38) (14) (6) (153) (10) 28,137 14,958 154 4,018 2,702 21,981 584 (210) 38,778 14,779 100 3,640 2,184 18,435 267 374 534 699 161 120 286 (28) 39,605 34,785 3,623 1,772 20,799 16,437 (21,276) (16,274) 42,751 36,720 53,370 61,952 (23,797) (20,115) 72,324 78,557 Equity in earning of non-consolidated investees Net income from investment in non-consolidated - - 33 - - 61 - 202 - - - 94 - 202 - 630 - 870 1,432 9 641 48 - 733 641 1,120 1,432 Income before social development expenses and income tax 11,731 8,838 1,142 2,029 10,688 9,518 (2,166) (1,629) 21,395 18,756 3,148 5,336 749 (845) 25,292 23,247 4,803 5,396 125 87 9,171 8,298 - - 14,099 13,781 3 3 - 14,102 13,784 Social development expenses Income before income tax Income tax Net income from continuing operations Discontinued operation - income, net of tax Net income - 6,928 3,442 1,017 1,942 1,517 1,220 (2,166) (1,629) 7,296 4,975 3,145 5,333 749 (845) 11,190 9,463 2,600 1,525 402 644 1,105 823 - - 4,107 2,992 1,403 1,661 (493) (622) 5,017 4,031 4,328 1,917 615 1,298 412 397 (2,166) (1,629) 3,189 1,983 1,742 3,672 1,242 (223) 6,173 5,432 - - - - 71 - - - 71 - 29 - - 4,328 1,917 615 1,298 483 397 (2,166) (1,629) 3,260 1,983 1,771 3,672 1,242 20 (203) 100 20 6,273 5,452 (1) Represents write offs of sales, purchases and cost of activities. (2) Represents write offs, adjustments and reclassifications between domestic and foreign sectors for the consolidated financial statements (Continued) 97 PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (31) Legal Contributions (a) Organic Law for Science, Technology and Innovation In August 2005, the Organic Law on Science, Technology and Innovation was enacted. Under this law, beginning on January 1, 2006, large corporations of the country must pay on an annual basis a sum equivalent to 0.5% of the gross income obtained within the national territory on any investment activities relating to science, technology and innovation. According to the law, large companies are those with gross annual income greater than 100,000 tax units (TU). Also, this law establishes large corporations carrying out activities established in the Organic Hydrocarbons Law and Hydrocarbon Gas Law must pay on an annual basis a sum equivalent to 2% of the gross income obtained in national territory from investment activities for science, technology and innovation. For the year ended December 31, 2007 and 2006, the Company applied the principle of economic unit and determined a payment of $1,287 million and $1,077 million, respectively, on a consolidated basis with its subsidiaries domiciled in Venezuela, which was offset with disbursements relating to investment activities for science, technology and innovation during those years. (b) Organic Law against Illegal Trafficking and Consumption of Stupefacient and Psychotropic Substances On December 16, 2005, Official Gazette 38,287 was published containing the Organic Law against Illegal Trafficking and Consumption of Stupefacient and Psychotropic Substances, which supersedes the previous law dated September 30, 1993. The aforementioned Law establishes that all legal entities, private or public, with fifty or more employees must use 1% of the annual net income for integral social prevention programs against trafficking and consumption of illegal drugs, and from this percentage, 0.5% will be used for integral protection programs for children and adolescents. During the years ended December 31, respectively, 2007 and 2006, the Company recorded expenses of approximately $19 million and $33 million in this connection, respectively, under other (income) expenses net in the consolidated statements of income. (32) New Laws (a) Financial Transactions Tax Law On October 5, 2007, National Government issued Decree Law on Financial Transaction Tax of Legal Entities and Economic Entities without Legal Personality. This law establishes that legal entities and economic entities without legal personality must pay a sum equivalent to 1.5% of the amount of financial transactions undertaken. This law is effective from November 1, 2007 to December 31, 2008. 98 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 (b) Organic Law on Reorganization of the Electricity Sector Official Gazette 38,736, dated July 31, 2007, was published a Decree Law for Reorganization of the Electricity Sector, which creates company Corporación Eléctrica Nacional, S.A. attached to the Ministry of Popular Power for Energy and Oil, the purpose of which is the generation, transmission, distribution and marketing of power and electricity. Its capital stock will be subscribed in 75% by the Republic, through the Ministry of Popular Power for Energy and Oil, and 25% by PDVSA. This Law orders the Republic, Corporación Venezolana de Guayana (CVG) and PDVSA, to transfer the shares they own in public electricity companies to Corporación Eléctrica Nacional, S.A. (see note 10). (c) Enabling Law On February 1, 2007, the National Assembly approved the Law Authorizing the President of the Republic to Enact Decree Laws for a series of matters for a term of 18 months after its publication. In accordance with this law, the eleven areas approved are related to the transformation of government institutions, popular participation, economic, financial, tax and energy matters. (d) Monetary Conversion Law On March 6, 2007, National Government enacted a Decree Law for Monetary Conversion, which establishes beginning on January 1, 2008 that the unit for the monetary system of the Bolivarian Republic of Venezuela is stated in the equivalent of one thousand current bolivars. Consequently, existing bolivars as of that date will be converted into the new monetary unit by dividing them by one thousand and rounding them off to the nearest cent. On June 21, 2007, the Board of Directors of BCV issued Resolution 07-06-02, publishing “Standards Governing Monetary Conversion and Rounding”. Article 6 of this Resolution establishes that the preparation and presentation of financial statements corresponding to years ended before January 1, 2008, approved after that date must be prepared in current bolivars in accordance with generally accepted accounting principles. For the purpose of comparison with previous years, the accounting balances of such financial statements will be converted in accordance with the provisions of article 1 of the Decree Law on Monetary Conversion. PDVSA, in compliance with the aforementioned law, has applied technological and administrativefinancial means to ensure compliance therewith, and Company management estimates that the process and costs involved in adjusting to this Law will not significantly affect the consolidated financial statements as of December 31, 2007. (33) Subsequent Events (a) “Empresas Mixtas” On January 31, 2008, CVP and Veba Oil & Gas Cerro Negro GmbH (subsidiary of British Petroleum), entered into the Agreement for Conversion into “Empresas Mixtas” of Petromonagas, S.A. In March 2008, transfer decrees were published in Official Gazette 38,884 for Petrolera Guiria, S.A. and Petromonagas, S.A. 99 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In January 2008, Official Gazettes 38,846 and 38,847 were published including transfer decrees for Petropiar, S.A. and Petrocedeño, S.A., respectively; in Official Gazette 38,851 for Petrosucre, S.A. and Petrolera Paria, S.A. and in Official Gazette 38,852 for Petrolera Sinovensa, S.A. (see note 9-a). (b) Renewal of BNP Paribas Credit Line On January 25, 2008, a credit facility of $1,124 million, originally undertaken in 2007, was renewed with a group of banks led by BNP Paribas, due on January 30, 2008. This loan was extended for an additional year and bears interest at LIBOR rate plus 150 basis points (see note 21). (c) New PDVSA Subsidiaries Based on MENPET guidelines and PDVSA’s strategic plans, in February 2008, the Board of Directors of PDVSA approved the incorporation of the following subsidiaries: PDVSA Desarrollos Urbanos, S.A. PDVSA Ingeniería y Construcción, S.A. PDVSA Naval, S.A. Productora y Distribuidora Venezolana de Alimentos, S.A. (PDVAL) These subsidiaries were created for the sole purpose of performing development activities and work for social infrastructure, engineering services and construction of major projects, construction, repair and maintenance of vessels, production, supply and marketing of food, exploration and production, refining, trade and supply, directly or indirectly related with hydrocarbons, as well as to perform social, cultural, technological and educational programs. (d) Settlement agreement with ENI for Campo Dación In February 2008, PDVSA entered into a settlement agreement with the Italian company ENI, which enabled the former to takeover 100% control of the related “Empresas Mixtas” in the operating agreement of Campo Dación, located in Anzoátegui State. The final consideration was $700 million to be paid in seven years and secured by the cash flows of Petrosucre, S.A. an “Empresas Mixtas” in which ENI is a minority stockholder (see note 9-b). (e) Arbitration before the International Chamber of Commerce (ICC) Mobil Cerro Negro, Ltd. filed a request to freeze assets and deliver information at a global level. This request was approved by the Supreme Court of England and Wales on January 24, 2008. This order prohibits PDVSA from freely disposing of its assets in England and Wales and compels it to keep, at a global level, unencumbered assets of no less than $12,000 million. This order establishes that PDVSA is not restricted from disposing of any of its assets in the proper course of business. PDVSA defended its position on February 14, 2008. On March 18, 2008, the Supreme Court of England and Wales made a pronouncement in favor of PDVSA, rejecting the aforementioned order. 100 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 On January 25, 2008, Mobil Cerro Negro Ltd. (subsidiary of ExxonMobil) filed an arbitration request before the International Arbitration Court of the International Chamber of Commerce in New York against PDVSA and PDVSA Cerro Negro, indicating default on the contractual obligations undertaken under the Joint Venture Proyecto Cerro Negro by PDVSA Cerro Negro, as well as default on the terms of collateral by PDVSA. On March 5, 2008, OPEC issued a resolution stating its support for the Bolivarian Republic of Venezuela and PDVSA, in exercising its sovereign right over its natural resources in accordance with international laws, a right upheld by the Declaration of the Summit of Heads of States and the Governments of Argel, Caracas and Riyadh. PDVSA believes that resolution of this dispute will not have a significant effect on its operations and financial position. (f) Recently Issued Accounting Standard and Pronouncements In January 2008, the IASB issued International Financial Reporting Standard 3 revised, Business Combinations (IFRS 3). In addition, the IASB amended International Accounting Standard 27 (IAS 27), Consolidated and Separate Financial Statements. These standards will be effective for fiscal years beginning on or after July 1, 2009. These standards are being evaluated by the Company’s management. (34) Supplementary Information on Oil and Gas Exploration and Production Activities (unaudited) The following tables provide supplementary information on the oil and gas exploration, development and production activities. All exploration and production activities are located in Venezuela, principally represented by PDVSA Petróleo, CVP and PDVSA Gas. Table I - Crude Oil and Natural Gas Reserves All the crude oil and natural gas reserves located in Venezuela are owned by the Bolivarian Republic of Venezuela. Crude oil and natural gas reserves are estimated by PDVSA and reviewed by the Ministry of Popular Power for Energy and Oil, using reserve criteria which are consistent with those prescribed by the American Petroleum Institute (API) of the United States of America. Proved reserves are the estimated quantities of crude oil and natural gas which, with reasonable certainty, are recoverable in future years from known deposits under existing economic and operating conditions. Due to the inherent uncertainties and limited nature of the data relating to deposits, estimates of underground reserves are subject to change over time, as additional information becomes available. Proved reserves do not include additional quantities which may result from the extension of currently explored areas, or from the application of secondary recovery processes not yet tested and determined to be economically feasible. Proved developed reserves are the quantities that can be expected to be recovered from existing wells with existing equipment and operating methods. Proved undeveloped reserves are those volumes which are expected to be recovered from new wells on undrilled acreage, or from existing wells. 101 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Proved crude oil reserves have been separated between conventional crude oils, consisting of light, medium and heavy grade crude oils, and extra-heavy crude oil. A summary of the annual changes in the proved reserves of crude oil and natural gas follows: (a) Conventional and Extra-Heavy Crude Oil Reserves (in millions of barrels) Years ended December 31, 2007 2006 Proved developed and undeveloped reserves of conventional crude oil as of January 1 Revisions Extensions and new discoveries Production 41,341 228 520 (885) 41,572 571 117 (919) Proved developed and undeveloped reserves of conventional crude oil as of December 31 41,204 41,341 Proved developed and undeveloped reserves of extra-heavy crude oil as of December 31 58,173 45,983 Total proved developed and undeveloped reserves as of December 31 99,377 87,324 Total proved developed reserves, submitted to production, including extra-heavy crude oil as of December 31 (included in the previous total) 15,537 19,620 In the quarter ended March 31, 2006, the date for migration to “Empresas Mixtas” (see note 9-b) the production subject to tax, under Operating Agreements was 42 million barrels. From April 1, to December 31, 2006, the production of crude oil subject to tax for the “Empresas Mixtas” of crude oil was 88 million barrels. As a result of such migration, proved reserves of crude oil transferred was 750 million barrels. As of December 31, 2007 and 2006, the certified reserves assigned to “Empresas Mixtas” amounted to 5,609 million and 4,534 million barrels, respectively. Production for the year ended December 31, 2007 reached 115 million barrels. (b) Extra-Heavy crude oil (in millions of barrels) Venezuela has significant reserves of extra-heavy crude (less than 8 degrees API), which are being developed in conjunction with several foreign companies, through operating agreements which apply new technologies for refining and improvement of the crude oil aimed at the economic viability of production (see note 9-a). 102 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 In 2007 and 2006, changes in proved developed and undeveloped extra-heavy crude oil reserves related to these projects and total proved developed and undeveloped extra-heavy crude oil reserves at those dates, reflecting the full amount of the reserves, are summarized below (in millions of barrels): Years ended December 31, 2007 2006 Total Total including including Projects projects Projects projects Proved developed and undeveloped reserves of extra-heavy crude oil as of January 1 Revisions Transfers (2) Development and new discoveries Production 12,670 (2,395) (190) 45,983 12,450 (260) 12,875 (205) 38,440 7,815 1 (273) Proved developed and undeveloped reserves of extra-heavy crude oil as of December 31 10,085 58,173 12,670 45,983 1,608 4,355 2,128 6,300 Proved developed reserves of extra-heavy crude oil as of December 31 Proved developed and undeveloped reserves of extra-heavy crude oil in unincorporated joint ventures as of December 31 10,085 10,236 Proved developed and undeveloped reserves of extra-heavy crude oil in equity interest as of December 31 (1) - 2,434 10,085 12,670 (1) Represents the equity interest of PDVSA in Petrozuata (see note 9-a). (2) Beginning on October 1, 2007, proved reserves allocated to Petrozuata were transferred to own operations. PDVSA produced 25 million and 29 million barrels of extra heavy crude oil, of which 11 million and 5 million barrels were used for production of Orimulsión® in 2007 and 2006, respectively (see note 9-a). According to official letter N° 1,036 dated June 2005, the Ministry of Popular Power for Energy and Oil allocated Proyecto Magna Reserva to CVP to quantify and certify the reserves of the Orinoco Oil Belt. The strategic guidelines are aimed at converting such belt into a generator of economic, social, industrial, technological and sustainable development of the country, through valuation and optimal development of its hydrocarbon resources with the current legal framework and the development plan of the nation. 103 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 To quantify and certify the reserves, the Orinoco Oil Belt was divided into 4 large areas: Boyacá, Junín, Ayacucho and Carabobo and, these were in turn divided into 28 blocks (excluding the area of the Association Agreements and BITOR-Sinoven, S. A.), of which 16 blocks will be quantified in a joint effort between CVP and the professionals of 18 companies of countries signing Memoranda of Understanding Agreements with the National Government. Based on the technical and informational support provided by Petróleos Brasileiros (PETROBRAS) and PDVSA, the Ryder Scott Company, in November 2006 certified the Original Oil on Site (POES) of the block Carabobo 1 with 45,500 million barrels. The Ministry of Popular Power for Energy and Oil, taking into account preexisting official figures in this block determined that the final figure to be recorded is 7,800 million barrels of proved reserved as a revisions to proved developed and undeveloped reserves of extra-heavy crude oil and 37,000 million barrels for POES. Also, in May 2007 the Ryder Scot Company certified the POES of Carabobo block 2, 3 and 4 of 84,069 million barrels. The Ministry of Popular Power for Energy and Oil, taking into account the preexisting official figures in such blocks, determined that the final figures to be incorporated are 12,450 million barrels of oil and 2,530 billion cubic feet of proved gas reserves as revised amounts of developed and undeveloped proved reserves of extra heavy crude oil and natural gas, respectively, and established as official 87,049 million barrels for POES and 7,212 billion cubic feet for GOES (see note 9-a). (c) Natural Gas Reserves (billions of cubic feet) Years ended December 31, 2007 2006 Proved developed and undeveloped reserves of natural gas as of January 1 Revisions Extensions and new discoveries Production 149,802 1,824 1,800 (1,405) 138,445 12,349 399 (1,391) Prove developed and undeveloped reserves of natural gas as of December 31 152,021 149,802 18,899 16,447 Total proved developed and undeveloped reserves of natural gas as of December 31 170,920 166,249 Total proved developed reserves of natural gas submitted to production, including those relating to extra-heavy crude oil as of December 31 (included in the previous total) 105,154 110,108 Proved developed reserves of natural gas relating to extra-heavy crude oil as of December 31 104 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Proved natural gas reserves include the portion of liquefiable natural hydrocarbons recoverable in PDVSA’s processing plants. In 2007 and 2006, liquids natural gas recovered amounted to approximately 63 million and 65 million equivalent barrels, respectively. Production of natural gas is presented on the basis of actual volumes before the extraction of liquefiable hydrocarbons. In 2007 and 2006, natural gas utilized in reinjection operations amounted to approximately 1,060 billion and 1,102 billion cubic feet, respectively. At the Mariscal Sucre Project large accumulations of offshore natural gas were discovered in the north of the Paria Peninsula, Northeast of Venezuela. This project is divided into 4 fields: Dragón, Mejillones, Patao and Río Caribe northeast, which encompass a total area of 2,084 square kilometers. Recent studies correspond to reevaluation in the Carupano Basin by PDVSA and the involvement of Mitsubishi and Shell International Exploration and Production, which allow for incorporation of significant volumes of proved reserves as well as possible and probable reserves. On October 23, 2006, the Ministry of Popular Power for Energy and Oil approved the incorporation of proved natural gas reserves in the reservoirs of these 4 fields of 10,963 billion cubic feet. In 2007, the Ministry of Popular Power for Energy and Oil, officialized 3,624 billion cubic feet of associated and unassociated gas reserves, the most notable incorporation being 1,278 billion cubic feet, generated from the revision of proved natural gas reserves in the reservoirs of Campo Lorán, corresponding to the Unassociated Hydrocarbon Gas Exploration License in Block 2 of the Deltana Platform. Table II – Costs Incurred in Exploration and Development Activities Exploration costs include the costs of geological and geophysical activities and drilling and equipping exploratory wells. Development costs include those of drilling and equipping development wells, enhanced recovery projects and facilities to extract, treat and store crude oil and natural gas. Annual costs, summarized below, include amounts both expensed and capitalized for PDVSA’s conventional and extraheavy crude oil reserves (in millions of dollars): Conventional crude oil Exploration costs Development costs Equity interest (1) 2007 Extra heavy crude oil Conventional crude oil Total 2006 Extra heavy crude oil Total 154 10,098 979 (2) 154 11,077 100 5,199 211 (2) 100 5,410 10,252 979 11,231 5,299 211 5,510 - 10 10 - 64 64 10,252 989 11,241 5,299 275 5,574 (1) Represents PDVSA’s equity interest in Petrozuata for the nine month period ended September 30, 2007 and for the year ended December 31, 2006, respectively (see note 9-a). (2) Represents PDVSA’s proportional interest in unincorporated joint ventures. 105 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Table III –Costs Recorded as Assets in Oil and Gas Producing Activities The following table summarizes costs recorded as assets in oil and gas producing activities and the related accumulated depreciation and depletion at December 31, for PDVSA’s conventional and extra-heavy crude oil reserves (in millions of dollars): Assets used in (1) production Support facilities Accumulated depreciation and amortization Construction in progress Net capitalized cost (2) Equity interest Total Conventional crude oil 2007 Extra heavy crude oil Conventional crude oil 2006 Extra heavy crude oil 39,725 17,710 3,386 6,340 43,111 24,050 37,107 17,263 1,445 2,570 38,552 19,833 57,435 9,726 67,161 54,370 4,015 58,385 (36,804) 12,702 (3,084) 505 (39,888) 13,207 (34,094) 8,205 (1,122) 181 (35,216) 8,386 33,333 - 7,147 1,016 40,480 1,016 28,481 - 3,074 1,378 31,555 1,378 33,333 8,163 41,496 28,481 4,452 32,933 Total Total (1) Includes land of $137 million as of December 31, 2007 and 2006, respectively. (2) Represents PDVSA’s equity interest in Petrozuata for the nine-month period ended September 30, 2007 and for the year ended December 31, 2006, respectively (see note 9-a). 106 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Table IV – Results of Operations for Oil and Gas Producing Activities for Each Year (in millions of dollars): Years ended December 31, Net production income Sales Transfers Production costs Producction tax Depreciation and amortization Exploration cost Income before income tax Income tax Results of production operations Equity interest (1) (1) Conventional crude oil 2007 Extra heavy crude oil Conventional crude oil 2006 Extra heavy crude oil 53,236 11,311 (6,052) (18,258) (2,172) (154) 5,343 (419) (1,614) (493) - 58,579 11,311 (6,471) (19,872) (2,665) (154) 45,417 12,446 (6,033) (16,470) (2,174) (100) 2,886 (430) (684) (256) - 48,303 12,446 (6,463) (17,154) (2,430) (100) 37,911 2,817 40,728 33,086 1,516 34,602 (18,842) (1,477) (20,319) (16,327) (586) (16,913) 19,069 1,340 20,409 16,759 930 17,689 Total Total - 73 73 - 340 340 19,069 1,413 20,482 16,759 1,270 18,029 Represents PDVSA’s equity interest in Petrozuata for the nine-month period ended September 30, 2007 and for the year ended December 31, 2006, respectively (see note 9-a). Revenues from crude oil production are calculated using market prices as if all production were sold. The difference between the results before income taxes referred to above and the operating income reported for the upstream segment (see note 8) for 2007 and 2006 is mainly due to: 1) the use of production at market value versus sales to third parties and between-segment; of approximately $4,392 million and $4,054 million, respectively; 2) the inclusion in the business segment of general and other expenses of approximately $1,315 million and $3,795 million, respectively. Production costs are lifting costs incurred to operate and maintain productive wells and related equipment and facilities, including such costs as operating labor, materials, supplies, fuel consumed in operations and the costs of operating natural liquid gas plants. Production costs also include administrative expenses and operating fees for certain fields operated by specialized companies under operating agreements. In 2006 production costs include $1,657 million paid to independent contractors under service contracts, relating to the production of 42 million barrels of crude oil. The costs of extra-heavy crude production include the expenses incurred to operate and maintain the productive wells, as well as transportation and handling expenses. 107 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Exploration costs include those related to the geological and geophysical activities and non-productive exploratory wells. Depreciation and depletion expenses relate to assets employed in exploration and production activities. Income tax expense is calculated using the statutory rate for the year. For these purposes, results of operations do not include borrowing expenses and corporate overhead no their associated tax effects. The following table summarizes average per unit sales prices and production costs (in dollars): Years ended December 31, 2007 2006 Average sales price: Crude oil per barrel Liquid natural gas, per barrel Natural gas, per barrel 62.68 22.13 7.04 55.21 17.96 6.53 Average production cost, per barrel of oil equivalent 4.93 4.34 Average production cost, per barrel of oil equivalent, excluding operating agreements and "Empresas Mixtas" 4.88 4.01 Table V - Standardized Measure of Discounted Future Net Cash Flows Related to Proved Oil and Gas Reserves As a result of uncertainties surrounding the timing of the ultimate development of the country’s extraheavy crude oil reserves, only the conventional proved reserves and those reserves related to PDVSA’s share in the extra-heavy crude oil projects have been used in the calculation of discounted future net cash flows. Estimated future cash inflows from production are computed by applying year-end prices for oil and gas to year-end quantities of estimated proved reserves. Future income from extra-heavy crude oil production is determined using prices and quantities of the upgraded crude that will be produced in the upgrading facilities. Upgraded crude oil prices approximate those of conventional crude oil with similar characteristics at year-end. Future development and production costs are those estimated future expenditures necessary to develop and produce year-end estimated proved reserves, assuming continuation of year-end economic conditions. Estimated future income tax expense is calculated by applying the appropriate year-end statutory tax rates. These rates reflect allowable deductions and tax credits and are applied to estimated future pre-tax net cash flows. This calculation requires a year-by-year estimate of when future expenditures will be incurred and when the reserves will be produced. 108 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 The information provided below does not represent certified estimates of PDVSA’s expected future cash flows or a precise value of its proved measured crude oil and gas reserves. Estimates of proved reserves are imprecise and may change over time as new information becomes available. Furthermore, probable and possible reserves, which may become proved in the future, are excluded from the calculation. The valuation method requires assumptions as to the timing of future production from proved reserves and the timing and amount of future development and production costs. The calculations are made as of December 31 of each year and should not be relied upon as an indication of PDVSA’s future cash flows or the value of the oil and gas reserves (in millions of dollars): Conventional crude oil 2007 Extra heavy crude oil Total 3,039,998 (228,199) (841,522) (119,143) (855,253) (3,854) 510,660 (13,600) (85,127) (47,057) (118,905) - 992,027 245,971 (667,695) (128,709) Future discounted cash flows 324,332 Total 324,332 Future cash flows Future production costs Future royalties Future develpment costs Future income tax expense Asset retirement cost Future net cash flows Effect of discounting net cash flows at 10% Equity interest (1) (1) Conventional crude oil 2006 Extra heavy crude oil 3,550,658 (241,799) (926,649) (166,200) (974,158) (3,854) 2,651,533 (125,758) (747,972) (77,340) (800,842) (3,269) 457,368 (35,506) (76,243) (40,929) (98,526) - 3,108,901 (161,264) (824,215) (118,269) (899,368) (3,269) 1,237,998 896,352 206,164 1,102,516 (796,404) (680,295) (168,439) (848,734) 117,262 441,594 216,057 37,725 253,782 117,262 441,594 216,057 12,323 50,048 12,323 266,105 Total Represents PDVSA’s equity interest in Petrozuata (see note 9-a). 109 (Continued) PETRÓLEOS DE VENEZUELA, S.A. AND SUBSIDIARIES (PDVSA) (Wholly-owned by the Bolivarian Republic of Venezuela) Notes to the Consolidated Financial Statements December 31, 2007 and 2006 Table VI - Analysis of Changes in Standardized Measure of Discounted Future Net Cash flows Related to Proved Crude Oil and Natural Gas Reserves The following table analyzes the changes of December 31 of each year as (in millions of dollars): Present value as of 1 January: Sales, net of production costs and taxes Value of additional reserves during the year, due to extensions and discoveries Changes in the value of reserves of the previous year resulting from: Development costs incurred in the year Changes in future development costs Net changes in production prices and costs Reviews of prior estimates of reserves Net changes in income tax expenses Net changes in production tax and other Total changes in the year Equity interest (1) Conventional crude oil 2007 Extra heavy crude oil (37,174) (2,817) 5,130 - Total (39,991) 5,130 Conventional crude oil 2006 Extra heavy crude oil Total (32,799) (1,772) (34,571) 747 - 747 (32,044) (2,817) (34,861) (32,052) (1,772) (33,824) 10,098 16,968 979 4,780 11,077 21,748 3,131 (2,133) 211 (2,573) 3,342 (4,706) 340,781 31,185 371,966 193,990 14,422 208,412 15,246 - 15,246 17,168 - 17,168 (17,789) (224,985) 909 44,501 (16,880) (180,484) (40,987) (98,715) 804 6,488 (40,183) (92,227) 108,275 79,537 187,812 40,402 17,580 57,982 (1) - - - - 7,074 7,074 108,275 79,537 187,812 40,402 24,654 65,056 Represents PDVSA’s equity interest in Petrozuata (see note 9-a). In 2006, a 20-year business plan for the Company was used as basis to determine the changes and net future discounted cash flows related to proved oil and gas reserves. In 2007, this plan was restructured in accordance with the changes experience in the oil industry. Therefore, a new business plan was prepared from 2008 to 2021. The effect of the decrease of years used for the preparation of such plan was not significant when compared with the figures used in the 2006 plans due to the high prices of oil and increased oil and gas reserves in 2007. 110