Obligation Petrosur 8% ( USP7807HAJ43 ) en USD

Société émettrice Petrosur
Prix sur le marché 100 %  ▼ 
Pays  Venezuela
Code ISIN  USP7807HAJ43 ( en USD )
Coupon 8% par an ( paiement semestriel )
Echéance 17/11/2013 - Obligation échue



Prospectus brochure de l'obligation PDVSA USP7807HAJ43 en USD 8%, échue


Montant Minimal 100 USD
Montant de l'émission 618 681 375 USD
Cusip P7807HAJ4
Notation Standard & Poor's ( S&P ) NR
Notation Moody's NR
Description détaillée PDVSA, Petróleos de Venezuela, S.A., est une compagnie pétrolière publique vénézuélienne, l'une des plus grandes au monde.

L'Obligation émise par Petrosur ( Venezuela ) , en USD, avec le code ISIN USP7807HAJ43, paye un coupon de 8% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 17/11/2013

L'Obligation émise par Petrosur ( Venezuela ) , en USD, avec le code ISIN USP7807HAJ43, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Petrosur ( Venezuela ) , en USD, avec le code ISIN USP7807HAJ43, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).








L I S T I N G P A R T I C U L A R S

Petróleos de Venezuela, S.A.
Our 8% senior notes due 2013 (the "New Bonds") are being offered by Petróleos de Venezuela, S.A., or PDVSA (the "Issuer"), a
corporation (sociedad anónima) organized under the laws of the Bolivarian Republic of Venezuela, or Venezuela. The New Bonds
will be unconditionally and irrevocably guaranteed (the "Guaranty"), by PDVSA Petróleo, S.A., (the "Guarantor"), a corporation
(sociedad anónima) organized under the laws of Venezuela that is wholly owned by PDVSA.
The New Bonds were issued to a limited number of investors pursuant to an offer by PDVSA to exchange the New Bonds for all of its
outstanding U.S. dollar denominated Unsecured Notes due 2011 (ISIN: XS0444611296) (the "Existing Bonds") upon the terms and
subject to the conditions set forth in an offering memorandum dated October 15, 2010 (the "Exchange Offer"). The principal amount
at maturity of the Existing Bonds outstanding as of the date of these listing particulars is U.S.$3,000 million. Concurrently with the
Exchange Offer, we conducted an offer of U.S.$3,000 million principal amount of U.S. dollar denominated 8.5% Senior Notes due
2017 unconditionally and irrevocably guaranteed, by PDVSA Petróleo, S.A., for cash.
U.S.$618,681,375 nominal amount of New Bonds were issued on November 17, 2010. The indicative issue price of the New Bonds
was 112.5%, that is we offered $1,125 of New Bonds for every $1,000 of Existing Bonds tendered.
We have applied to list the New Bonds on the Official List of the Luxembourg Stock Exchange and to trade them on the Euro MTF
market of such exchange. These listing particulars constitute a prospectus for the purposes of Luxembourg law dated July 10, 2005 on
Prospectuses for Securities.
Investing in the New Bonds involves risks. You should carefully consider the "Risk Factors" beginning on page 9 of these
listing particulars before you make a decision to invest in the New Bonds.
The New Bonds have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act"), or with any securities regulatory authority of any state or other jurisdiction of the United States. The New Bonds are
being offered only to qualified institutional buyers (as defined in Rule 144A under the Securities Act), or "QIBs", in the United
States in transactions exempt from the registration requirements of the Securities Act and to persons outside the United States
in reliance on Regulation S of the Securities Act. Prospective purchasers of New Bonds are hereby notified that sellers of the
New Bonds may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For
the description of certain restrictions on offers, sales or transfers of the New Bonds, see "Transfer Restrictions."
The issuance of the New Bonds has been authorized by the Venezuelan Securities Superintendency (Superintendencia Nacional
de Valores) pursuant to Article 2 of the Venezuelan Securities Law (Ley de Mercado de Valores).
Dealer Manager
____________________
Citi
____________________

March 17, 2011





TABLE OF CONTENTS
NOTICES .......................................................................................................................................................................i
NOTICE FOR NEW HAMPSHIRE RESIDENTS ...................................................................................................... ii
JURISDICTIONAL RESTRICTIONS......................................................................................................................... ii
ENFORCEMENT OF JUDGMENTS ...........................................................................................................................v
PRESENTATION OF INFORMATION......................................................................................................................vi
FORWARD-LOOKING STATEMENTS ....................................................................................................................vi
INCORPORATION BY REFERENCE ..................................................................................................................... vii
SUMMARY OF PDVSA ..............................................................................................................................................1
SUMMARY OF THE NEW BONDS ...........................................................................................................................5
RISK FACTORS ...........................................................................................................................................................8
USE OF PROCEEDS ..................................................................................................................................................16
CAPITALIZATION ....................................................................................................................................................17
SELECTED FINANCIAL INFORMATION ..............................................................................................................18
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ..............................................................................................................................................20
BUSINESS ..................................................................................................................................................................37
MANAGEMENT AND EMPLOYEES ......................................................................................................................75
PRINCIPAL SHAREHOLDERS ................................................................................................................................82
RELATED PARTY TRANSACTIONS......................................................................................................................83
TAX CONSIDERATIONS .........................................................................................................................................85
DESCRIPTION OF THE NEW BONDS....................................................................................................................91
DEALER MANAGER AND AGENTS ....................................................................................................................115
TRANSFER RESTRICTIONS..................................................................................................................................116
LEGAL MATTERS ..................................................................................................................................................119
INDEPENDENT AUDITORS ..................................................................................................................................119
AVAILABLE INFORMATION ...............................................................................................................................119
GENERAL INFORMATION....................................................................................................................................120
TECHNICAL AND REGULATORY TERMS.........................................................................................................122
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS.......................................................................126

___________
NOTICES
These listing particulars contain important information that should be read carefully before any
decisions are made with respect to investing in the New Bonds. PDVSA is furnishing the listing particulars to
you solely for use in the context of investing in the New Bonds. You should rely only on the information
contained in these listing particulars. No person has been authorized to give any information or to make any
representations with respect to the matters described in these listing particulars other than those contained
herein and, if given or made, such information or representations must not be relied upon as having been
authorized by us or the Dealer Manager.
We have taken all reasonable care to ensure that such is the case, confirms that the information contained in
these listing particulars is, to the best of its knowledge, in accordance with the facts and contains no omission likely
to affect its import.
The information contained herein is as of the date hereof and subject to change, completion or amendment
without notice. The delivery of these listing particulars shall not under any circumstances create any implication
that the information contained herein is correct as of any time subsequent to the date hereof, or that there has been
no change in the information set forth herein or in any attachments hereto or in the affairs of PDVSA or any of its
subsidiaries or affiliates since the date hereof.
None of PDVSA, the Dealer Manager, the Information Agent, the Exchange Agent, the trustee under the
indenture for the New Bonds, any paying agent for the New Bonds or any of their delegates or agents makes any
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recommendation in connection with investing in the New Bonds. You should not construe the contents of these
listing particulars as investment, legal or tax advice. You should consult your own counsel, accountant and other
advisors as to legal, tax, business, financial and related aspects of an investment in the New Bonds.
Neither the U.S. Securities and Exchange Commission, any state securities commission nor any other U.S.
regulatory authority has approved or disapproved the New Bonds, nor have any of the foregoing authorities passed
upon or endorsed the merits of this offering or the accuracy or adequacy of these listing particulars. Any
representation to the contrary is a criminal offense.
The distribution of these listing particulars or any part of it, and the offering, exchange, sale and delivery of
the New Bonds in certain jurisdictions, may be restricted by law. You must (1) comply with all applicable laws and
regulations in force in any jurisdiction in connection with the possession or distribution of these listing particulars
and the exchange of the Existing Bonds for the New Bonds or the sale of the New Bonds and (2) obtain any consent,
approval or permission required to be obtained by you for the exchange by you of the Existing Bonds for the New
Bonds or the sale of the New Bonds under the laws and regulations applicable to you in force in any jurisdiction to
which you are subject or in which you make such exchange or sale. None of the Issuer, the Guarantor, the Dealer
Manager, the Exchange Agent or the Information Agent shall have any responsibility therefor. Persons who receive
these listing particulars are required to inform themselves about and to observe any such restrictions. These listing
particulars do not constitute an offer to sell or a solicitation of an offer to buy any New Bonds in any jurisdiction to
any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. For a description of certain
further restrictions on offers, sales and deliveries of the New Bonds and on the distribution of these listing
particulars and any other offering material relating to the New Bonds, see "Transfer Restrictions."
The New Bonds are subject to restrictions on transferability and resale and may not be transferred or resold
except as permitted under the Securities Act and applicable state securities laws pursuant to registration thereunder
or exemption therefrom. See "Transfer Restrictions."
___________
NOTICE FOR NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE
FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE
STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT
ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING.
NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS
AVAILABLE FOR A SECURITY OR TRANSACTION MEANS THAT THE SECRETARY OF STATE
HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF, OR RECOMMENDED
OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO
MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT,
ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
___________
JURISDICTIONAL RESTRICTIONS
The distribution of these listing particulars and related materials is restricted by law in certain jurisdictions.
Persons into whose possession these listing particulars and related materials come are required by PDVSA to inform
themselves of and to observe any of these restrictions.
These listing particulars do not constitute, and may not be used in connection with, an offer or solicitation
by anyone in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an
offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation.
ii



Neither PDVSA nor the Dealer Manager accepts any responsibility for any violation by any person of the
restrictions applicable in any jurisdiction.
European Economic Area
These listing particulars have been prepared on the basis that any offer of securities in any Member State of
the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented
in that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly,
any person making or intending to make any offer in that Relevant Member State of securities which are the subject
of the offering contemplated in these listing particulars may only do so in circumstances in which no obligation
arises for the Issuer or the Dealer Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive
or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the Issuer nor the Dealer Manager have authorized, nor do they authorize, the making of any offer of
securities in circumstances in which an obligation arises for the Issuer or the Dealer Manager to publish or
supplement a prospectus for such offer.

United Kingdom

These listing particulars are for distribution only to persons who (i) have professional experience in matters
relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article
49(2)(a) to (d) ("high net worth companies, unincorporated associations etc.") of the Financial Promotion Order, (iii)
are outside the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection with the
issue or sale of securities may otherwise lawfully be communicated or caused to be communicated (all such persons
together being referred to as "relevant persons"). These listing particulars are directed only at relevant persons and
must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to
which these listing particulars relate is available only to relevant persons and will be engaged in only with relevant
persons.

These listing particulars have been prepared on the basis that any offer of securities in any Member State of
the European Economic Area ("EEA") which has implemented the Prospectus Directive (2003/71/EC) (each, a
"Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in
that Relevant Member State, from the requirement to publish a prospectus for offers of securities. Accordingly, any
person making or intending to make any offer in that Relevant Member State of securities which are the subject of
the offering contemplated in these listing particulars may only do so in circumstances in which no obligation arises
for the issuer or the dealer manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.
Neither the issuer nor dealer manager has authorised, nor do they authorise, the making of any offer of securities in
circumstances in which an obligation arises for the issuer or the dealer manager to publish or supplement a
prospectus for such offer.

France

The Exchange Offer is not being made, directly or indirectly, to the public in France.

Neither these listing particulars nor any other document or material relating to the Exchange Offer have
been or shall be distributed to the public in France. Such Exchange Offer and distributions have been and shall only
been made in France to (i) providers of investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés), in each case acting on their own account and all as defined in, and in
accordance with, Articles L. 341-2, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the French
Code monétaire et financier.

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Neither these listing particulars nor any other document or material relating to the Exchange Offer have
been or will be submitted for clearance or approved by the Autorité des Marchés Financiers.


Netherlands

In the Netherlands, the New Bonds may only be offered to qualified investors (gekwalificeerde beleggers)
within the meaning of section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Belgium

No action has been taken or will be taken in Belgium to permit a public offer of the New Bonds in
accordance with the Belgian Act of 16 June 2006 on the public offer of securities and admission of securities to
trading on a regulated market (i.e. the Belgian Prospectus Act) or an takeover bid in accordance with the Belgian
Act of 1 April 2007 on takeover bids (i.e. the Belgian Takeover Act) and no New Bonds may be offered or sold to
persons in Belgium which are not qualified investors within the meaning of Article 10 of the Belgian Prospectus Act
or pursuant to another exemption available pursuant to Article 3 of the Belgian Prospectus Act or Article 6 (3) of the
Belgian Takeover Act.

Switzerland

The New Bonds may not be publicly offered, sold or advertised, directly or indirectly, in or from
Switzerland. Neither these listing particulars nor any other offering or marketing material relating to the New Bonds
constitutes a prospectus as such term is understood pursuant to article 652a or article 1156 of the Swiss Federal
Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd.,
and neither these listing particulars nor any other offering or marketing material relating to the New Bonds may be
publicly distributed or otherwise made publicly available in Switzerland.

Luxembourg

The Exchange Offer does not constitute a public offer or an offer requiring the drafting of a prospectus
within the meaning of the law dated July 10, 2005 on prospectuses for securities (the "Luxembourg Prospectus
Act") and the New Bonds may not be offered or sold within the territory of the Grand Duchy of Luxembourg unless:
(a) a prospectus has been approved by the Commission de Surveillance du Secteur Financier in accordance with the
Luxembourg Prospectus Act implementing Directive 2003/71/EC of the European Parliament and of the Council of
November 4, 2003 on the prospectus to be published when securities are offered to the public or admitted to trading
(the "Prospectus Directive) if Luxembourg is the home member state (as defined in the Prospectus Law); or (b) if
Luxembourg is not the home member state, the Commission de Surveillance du Secteur Financier has been notified
by the competent authority in the relevant home member state that the prospectus has been duly approved in
accordance with the Prospectus Directive; or (c) the offer benefits from an exemption to or constitutes a transaction
not subject to the requirement to publish a prospectus.

Liechtenstein

The Exchange Offer is made solely to qualified investors as defined in Art 3 para 1 lit g) of the
Liechtenstein Securities and Prospectus Act (WPPG), limited to: (a) legal entities, which are authorized or regulated
to operate in the financial market supervised by the Liechtenstein Financial Market Authority including banks, asset
management companies, insurance companies, pension funds, investment undertakings and their management
corporations; (b) the Liechtenstein Government, international and supranational organizations similar to
international and supranational institutions such as the International Monetary Fund, the European Central Bank, the
European Investment Bank; (c) legal entities that do not meet more than one of the following conditions: (i) being an
entity having less than 250 employees during the last financial year; (ii) being an entity having a total balance sheet
not exceeding 43 million; (iii) being an entity having an annual net turn over not exceeding 50 million; and (d)
Small and Medium Sized Enterprises as defined in Art 3 para 1 lit. h) WPPG, registered with and entered in as well
as natural persons registered with and entered in the "list of qualified investors" with the Liechtenstein Financial
Market Authority.
iv




Italy

Neither the Exchange Offer nor any of the information contained in these listing particulars constitute an
offer or an invitation to offer, exchange or sell or a promotional message of any form to any person (natural or legal)
resident in the Republic of Italy to purchase, exchange or acquire the New Bonds, within the meaning of articles 1,
par.1, lett. (v), and 101-bis et seq., of Legislative Decree dated February 24, 1998, n.58. The Exchange Offer is not
being made and will not be made, directly or indirectly, in or into the Republic of Italy, whether by mail or by any
means or other instrument (including, without limitation, telephonically or electronically) or any facility of a
national securities exchange publicly or privately available in Italy. Accordingly, copies of these listing particulars
and any related documents should not be mailed or otherwise forwarded, distributed or sent in, into or from the
Republic of Italy and persons receiving such documents must not forward, distribute or send them in or into or from
the Republic of Italy. Therefore, holders of Existing Bonds are hereby notified that, to the extent such holders are
Italian residents or are located in the Republic of Italy, the Exchange Offer is not available to them. Any person
who may have a legal or contractual obligation to forward these listing particulars and any related offer documents
in the Republic of Italy should read these listing particulars before doing so. No prospectus will be lodged in, or
registered by, the Commissione Nazionale per le Società e la Borsa (CONSOB) in respect of the Exchange Offer.
Accordingly, neither these listing particulars nor any other material relating to the Exchange Offer may be
distributed or made available in the Republic of Italy.

Japan

The New Bonds have not been and will not be registered under the Financial Instruments and Ex-change
Law of Japan (as amended, the "FIEL"). The New Bonds may not be offered or sold, directly or indirectly, in Japan
or to or for the benefit of any resident of Japan or Japanese corporation, except in accordance with the provisions of,
or pursuant to an exemption available under, the applicable laws and regulations of Japan including the FIEL. For
the purpose hereof, "resident of Japan" means an individual whose address is in Japan, and "Japanese corporation"
means a legal entity organised under the laws of Japan.
___________
ENFORCEMENT OF JUDGMENTS
Under Venezuelan law, no company or its property, including PDVSA, has any immunity from the
jurisdiction of any court or from set-off or any legal process (whether through service or notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution or otherwise), except that pursuant to article 97 of
the Law of the Office of the Attorney General of Venezuela (Ley Orgánica de la Procuraduría General de la
República) an attachment prior to judgment, attachment in aid of execution, execution or otherwise, on our
properties located in Venezuela that are related to the rendering of a public service, such as oil and gas distribution
and transportation, must be stayed for a period of 45 days after notice is given to the Venezuelan Attorney General
pursuant to which the Venezuelan government may take any action in order to avoid interruption of the services,
including taking possession of such assets if such attachment endangers the continuity, quality or security of the
services provided. If the Venezuelan Attorney General does not notify the court about the provisional measures
taken by the relevant entity to avoid discontinuance of the service within such 45-days notice, the court may
continue with such enforcement or foreclosure.
A judgment arising in connection with the New Bonds, the Guaranty or the Indenture rendered by any
court referred to above would be enforceable against PDVSA and the Guarantor in the courts of Venezuela subject
to obtaining a confirmatory judgment (exequatur) from the Supreme Tribunal of Justice (Tribunal Supremo de
Justicia) in Venezuela in accordance with the provisions and conditions of the Venezuelan Private International Law
(Ley de Derecho Internacional Privado), without a review of the merits of the judgment, provided that: (i) the
foreign judgment concerns matters of private civil or commercial law only; (ii) the foreign judgment constitutes res
judicata under the laws of the jurisdiction where it was rendered; (iii) the foreign judgment does not relate to real
property interests over real property located in Venezuela and the exclusive jurisdiction of Venezuelan courts over
the matter has not been violated; (iv) the foreign courts have jurisdiction over the matter pursuant to the general
principles of jurisdiction set forth in Chapter IX of the International Private Law (Ley de Derecho Internacional
Privado) in Venezuela; (v) PDVSA and the Guarantor (as the case may be) are duly served, with sufficient time to
v



appear in the proceedings and are granted with due process; (vi) the foreign judgment is not incompatible with a
prior judgment that constitutes res judicata and no proceeding initiated prior to the rendering of the foreign
judgment is pending before Venezuelan courts on the same subject matter among the same parties to litigation; and
(vii) the foreign judgment does not contravene the essential principles of Venezuelan public policy.
___________
PRESENTATION OF INFORMATION
As used in these listing particulars, unless the context requires otherwise, the terms "we," "us," "PDVSA,"
"Issuer" and "our" refer to Petróleos de Venezuela, S.A. on a consolidated basis with our subsidiaries. We and the
Guarantor prepare consolidated financial statements in U.S. dollars and in conformity with international financial
reporting standards, or IFRS. In these listing particulars, references to "U.S. dollars," "dollar" and "$" are to the
legal currency of the United States of America and references to "Bolívares" and "Bs." are to the Venezuelan
Bolívar, the legal currency of Venezuela.
Pursuant to Decree No. 5,229 of the President of Venezuela, as published in the Official Gazette No.
38,638 of March 6, 2007, the government of Venezuela implemented a redenomination of the Bolívar, which
became fully effective on January 1, 2008.
Under the redenomination plan, all amounts expressed in the national currency before the redenomination
were thereafter divided by 1,000. The measure established a new monetary scale that eliminated three zeroes from
all denominations of the national currency. In preparation for the conversion, the adjective "Fuerte" was, for a
transition period ended on January 1, 2009, added to the word "Bolívar", to make it "Bolívar Fuerte." Additionally,
all prices had to be expressed in both Bolívares and Bolívares Fuertes from October 1, 2007 until January 1, 2008.
The title "Bolívar Fuerte" was rescinded on January 1, 2009. Since that date, the domestic currency of
Venezuela is again officially referred to as the Bolívar. Accordingly, all references herein to Venezuela's currency
will be to the Bolivar or Bolívares (and not the Bolívar Fuerte or Bolívares Fuertes). Except as expressly noted
herein, all Bolívar figures included in these listing particulars, whether for periods prior to or after the effective date
of the redenomination plan, are expressed in redenominated Bolívares.
Our fiscal year ends on December 31.
___________
FORWARD-LOOKING STATEMENTS
These listing particulars contain forward-looking statements as described under the U.S. Private Securities
Litigation Reform Act of 1995, as amended, specifically, certain statements relating to the expected results of
exploration, drilling and production activities, refining processes, gas, and related capital expenditures and
investments, the expected results of joint venture projects, the anticipated demand for new or improved products,
environmental compliance and remediation and related capital expenditures, sales, taxes, dividends and
contributions to Venezuela. Words such as "anticipate," "estimate," "project," "expect," "intend" and similar
expressions are used to identify forward-looking statements. Forward-looking statements are subject to risks and
uncertainties related to Venezuelan and international oil and gas markets, inflation, the availability of continued
access to capital markets and financing on favorable terms, regulatory compliance requirements, changes in import
controls or import duties, levies or taxes and changes in prices or demand for our products as a result of actions of
our competitors or economic factors. Those statements are also subject to the risks of costs and anticipated
performance capabilities of technology and performance by third parties of their contractual obligations.
Exploration activities are subject to risks arising from the inherent difficulty of predicting the presence, yield and
quality of hydrocarbon deposits, as well as unknown or unforeseen difficulties in extracting, transporting or
processing any hydrocarbons found or doing the foregoing on an economic basis. Should one or more of these risks
or uncertainties materialize, actual results may vary materially from those estimated, anticipated or projected.
Specifically, but without limitation, capital costs could increase, projects could be delayed, and anticipated
vi



improvements in capacity or performance may not be fully realized. Although we believe that the expectations
reflected by such forward-looking statements are reasonable based on information currently available, readers are
cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of these
listing particulars. We undertake no obligation to publicly release any revision to these forward-looking statements
to reflect events or circumstances after the date of these listing particulars.
Such forward-looking statements are principally contained in the "Summary of PDVSA," "Risk Factors,"
"Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business" and
"Selected Financial and Operating Data" sections of these listing particulars and include our expectations with
respect to our business following the completion of the offering.

___________
INCORPORATION BY REFERENCE
We are incorporating by reference into these listing particulars the Guarantor's audited financial
statements as of December 31, 2009 and 2008 and for the years ended December 31, 2009 and 2008, and as of
December 31, 2008 and 2007 and for the years ended December 31, 2008 and 2007, which are also attached for
reference purposes to these listing particulars. This means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is part of these listing particulars and
any statement contained in the document so incorporated by reference shall be deemed to be modified or superseded
for purposes of these listing particulars to the extent that a statement contained herein or in any other subsequently
published document that also is incorporated by reference in these listing particulars modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of these listing particulars. Documents incorporated by reference will be available at the following
website: www.bourse.lu.

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SUMMARY OF PDVSA
This summary highlights information contained elsewhere in these listing particulars. It does not contain
all the information that you may consider important in making your investment decision. Therefore, you should
read the entire listing particulars carefully, including in particular the "Risk Factors" section and the consolidated
financial statements and the related notes thereto appearing elsewhere in these listing particulars, including the
consolidated financial statements and the related notes thereto of the Guarantor which are incorporated by
reference and attached hereto.
Overview
We are a corporation (sociedad anónima) organized under the laws of Venezuela, formed in 1975 by the
Venezuelan government to coordinate, monitor and control all operations relating to hydrocarbons. We are wholly
owned by Venezuela and are the holding company for a group of oil and gas companies. We are the largest
vertically integrated oil company in Latin America with daily crude oil production of approximately 3,012 million
barrels per day, or mmbpd, the fourth largest vertically integrated oil company in the world as measured by a
combination of operational data, including volume of reserves, production, refining and sales, based on information
published by Petroleum Intelligence Weekly, a trade publication. We carry out our exploration, development and
production ("upstream") operations in Venezuela and our sales, marketing, refining, transportation, infrastructure,
storage and shipping ("downstream") operations in Venezuela, the Caribbean, North America, South America,
Europe, China and the rest of Asia. We indirectly own 100% of CITGO, a refiner and marketer of transportation
fuels, petrochemicals and other industrial oil-based products in the United States. We plan to invest intensively in
upstream and downstream projects in Venezuela and abroad in order to satisfy the current and expected global
increase in energy demands.
Our Plan Siembra Petrolera (Oil Sowing Plan) 2010-2015 (the "Business Plan") outlines the development
of production and refining projects totaling $252 billion in Venezuela, the Caribbean and Latin America from 2010
through 2015, which are subject to the availability of cash from our operations, obtaining financing on reasonable
terms and the favorable pricing of crude oil and gas. During the three-year period ended December 31, 2009, we
invested approximately $44.9 billion in development projects in such regions through cash on-hand and issuance of
debt. During the six-month period ended June 30, 2010, we invested approximately $4.9 billion in such projects.
All hydrocarbon reserves in Venezuela are owned by Venezuela and not by us. Under the Ley Orgánica de
Hidrocarburos de 2001 (Organic Hydrocarbons Law), as amended, every activity relating to the exploration and
exploitation of hydrocarbons and their derivatives is reserved to the government of Venezuela, which may undertake
such activities directly or through entities controlled by Venezuela through an equity participation of more than
50%. At the current production rate of crude oil and gas, Venezuela has proved hydrocarbon reserves of crude oil
for the next 192 years for oil and 121 years for gas.
We mainly sell crude oil to the United States, Canada, the Caribbean, Europe, South America, China and
the rest of Asia. In addition, we refine crude oil, with a refining capacity of approximately 3 mmbpd, and other
feedstock in Venezuela and abroad into a number of products, including gasoline, diesel, fuel oil and jet fuel,
petrochemicals and industrial products, lubricants and waxes, and asphalt. We are also engaged in the exploration
and production of gas from off-shore sources with a production of 655 thousand barrels per day (or mbpd) barrel of
oil equivalent (or boe), in 2009.
Our registered office is located at Avenida Libertador, La Campiña, Apartado 169, Caracas 1050-A,
Venezuela, and our telephone number is 011-58-212-708-4111. Our website is: www.pdvsa.com. Information
contained on our website is not part of these listing particulars.
Business Strategy
Our Business Plan takes into account the impact of the global economic crisis on the global demand for oil
and the expectations for global economic growth, as well as the projected supply of oil worldwide, the capabilities
and challenges related to oil and gas production in Venezuela, and the consolidation of PDVSA's non-oil
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businesses. Our Business Plan is based on the following key initiatives established by the government of
Venezuela:
·
Exploration of Condensate and Light and Medium Crude Oil. We intend to focus primarily on
areas that have been already explored and that are currently producing crude oil. All other
exploration areas, both on-shore and off-shore, are open to third party participation in partnership
with us, under the framework of the Organic Hydrocarbons Law and the Venezuelan Constitution.
·
Development of the Orinoco Oil Belt Magna Reserves. The Orinoco Oil Belt area (55,000 km2)
has been divided into 31 blocks for reserves quantification and certification of original oil in site
purposes. There are 1,360,000 million barrels of Original Oil On Site (OOOS) in the Orinoco Oil
Belt. Of said amount, we estimate that approximately 272,000 million barrels are recoverable,
based on a total recovery factor of 20%. See "Risk Factors ­ Venezuelan proved crude oil and gas
reserve estimates involve some degree of uncertainty and may prove to be incorrect over time,
which could adversely affect our ability to generate income". We intend to participate actively in
the development of these reserves.
·
Production Growth in Mature Areas. We are investing in mature areas with a view to achieve a
crude oil production capacity of 4,460 mbpd by 2015. The projected production for the period
leading up to 2015 includes the following: 2,536 mbpd from areas where we are the sole operator,
432 mbpd from joint ventures producing light and medium oil, 88 mbpd from joint ventures
producing oil in off-shore areas, 650 mbpd from the joint ventures currently operating in the
Orinoco Oil Belt, 265 mbpd from our LPG operations, and 45 mbpd boe from our ethane gas
operations.
·
Expansion of Orinoco Oil Belt Production. We intend to obtain the remaining 444 mbpd of the
4,460 mbpd crude oil production capacity projected for 2015 from the expansion of our operations
in the Orinoco Oil Belt, which we plan to implement by developing our extra-heavy crude oil
reserves, including new upgrading facilities and pipelines to terminals.
·
Development of Major Projects in Refineries. We intend to expand our refinery capacity from
approximately 3.0 mmbpd (1.3/1.7 mmbpd Venezuela/Overseas capacity) to 3.2 mmbpd by 2015
(1.4/1.8 mmbpd Venezuela/Overseas capacity). We expect that the implementation of this
initiative will allow us to increase our production of refined petroleum products and upgrade our
product slate towards higher-margin products, as well as to improve the efficiency of our existing
refining capacity. We currently have in process major upgrade projects to increase the refining
capacities of Puerto La Cruz and El Palito Refineries, as well as to upgrade the Paraguaná
Refining Complex. In the future, we plan to develop new refining centers in Venezuela, including
the Cabruta and Batalla de Santa Inés Refineries and an additional refinery in the state of Zulia. In
addition, we intend to expand our refining capacities and develop new refineries in the Caribbean,
South America, China and the rest of Asia.
·
Development of the Gas Sector. We have ambitious plans to develop our on-shore and off-shore
gas reserves with third party participation under the framework of the Venezuelan Organic Law of
Gaseous Hydrocarbons. We intend to expand our natural gas production from 6,990 mmcfd to
13,890 mmcfd by 2015. In particular, we intend to focus in the development of the Delta Caribe,
an initiative consisting of the Northeast Delta Caribbean Project and the Rafael Urdaneta Project
in western off-shore Venezuela. These projects involve the development of gas reserves located
north of Paria (the Mariscal Sucre Project), Plataforma Deltana, the Gulf of Paria, Guarapiche,
Punta Pescador and the Delta Centro area. We intend to link all blocks by a gas pipeline network
to the future Güíria Hub, where an industrial complex, Gran Mariscal de Ayacucho, or CIGMA, is
expected to be developed.
·
Development of Infrastructure. We are implementing an infrastructure program focused on
multiple projects with the aim of securing the development of crude oil and gas reserves. This
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