Obligation Petrosur 8.5% ( USP7807HAK16 ) en USD

Société émettrice Petrosur
Prix sur le marché 100 %  ▲ 
Pays  Venezuela
Code ISIN  USP7807HAK16 ( en USD )
Coupon 8.5% par an ( paiement semestriel )
Echéance 02/11/2017 - Obligation échue



Prospectus brochure de l'obligation PDVSA USP7807HAK16 en USD 8.5%, échue


Montant Minimal 100 USD
Montant de l'émission 6 150 000 000 USD
Cusip P7807HAK1
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 PDVSA (ISIN : USP7807HAK16, CUSIP : P7807HAK1), émise au Venezuela en USD pour un montant total de 6 150 000 000 $, avec un taux d'intérêt de 8,5 %, une taille minimale d'achat de 100 et une maturité le 02/11/2017, a été remboursée à 100 % à sa date d'échéance, sans notation S&P ou Moody's.










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



US$6,150,000,000
Petróleos de Venezuela, S.A.

Unconditionally and Irrevocably Guaranteed by PDVSA Petróleo, S.A.
8.5% Senior Notes due 2017

Our 8.5% senior notes due 2017, or the Notes, are being offered by Petróleos de Venezuela, S.A., or PDVSA or the Issuer, a
corporation (sociedad anónima) organized under the laws of the Bolivarian Republic of Venezuela, or Venezuela. The Notes will be
unconditionally and irrevocably guaranteed, or the Guaranty, by PDVSA Petróleo, S.A., or the Guarantor, a corporation (sociedad anónima)
organized under the laws of Venezuela that is wholly owned by PDVSA. The Notes and the Guaranty will be the unsecured, senior
obligations of the Issuer and the Guarantor and will rank pari passu with all other senior unsecured obligations of the Issuer and the
Guarantor, in each case other than obligations granted preferential treatment pursuant to the laws of Venezuela.
The Notes will mature on November 2, 2017 and will bear interest at the rate of 8.5% per annum payable semiannually on each May
2 and November 2, commencing on May 2, 2011. Principal payments on the Notes will be payable in three equal installments. The first
principal installment will be payable on November 2, 2015, the second will be payable on November 2, 2016 and the third will be payable on
the maturity date. The Issuer may redeem the Notes in whole or in part at any time or from time to time by paying the then outstanding
principal amount of the Notes and a "make-whole" amount, if applicable plus accrued and unpaid interest. See "Description of the Notes--
Redemption."
Investing in the Notes involves risks. See "Risk Factors" beginning on page 8.

Price for Notes: 100.00%


Concurrently with this offering, we are conducting an offer to exchange up to U.S. $3,000 million principal amount of our U.S.
dollar denominated Unsecured Notes due 2011 (ISIN: XS0444611296) validly tendered for up to U.S. $3,375 million principal amount of our
U.S. dollar denominated 8% Senior Notes due 2013 unconditionally and irrevocably guaranteed by PDVSA Petróleo, S.A.
We have applied to list the Notes 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.
Neither the Notes nor the Guaranty have been nor will be registered under the U.S. Securities Act of 1933, as amended, or
the "Securities Act", or any state securities laws. The Notes may not be offered or sold within the United States or to U.S. persons,
except to "qualified institutional buyers" (as defined in Rule 144A under the Securities Act) ("QIBs") in reliance on the exemption
from registration provided by Rule 144A and to certain persons in offshore transactions in reliance on Regulation S under the
Securities Act. You are hereby notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of
the Securities Act provided by Rule 144A. For a description of certain restrictions on resale or transfer of the Notes, see "Transfer
Restrictions" in these listing particulars.
The issuance of the Notes 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). It is expected that delivery of the Notes
will be made in book-entry form through The Depository Trust Company ("DTC"), as depositary, for the accounts of its participants
including Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme, Luxembourg ("Clearsteam") on or
about October 29, 2010. See "Description of the Notes--Book-Entry; Delivery and Form."
US$3,000,000,000 of Notes were issued to a limited number of investors on October 29, 2010.
US$3,150,000,000 of Notes were issued to a limited number of investors on January 18, 2011.

Sole Lead Arranger and Dealer Manager
____________________
Citi
____________________
March 17, 2011





Table of Contents
Page
Summary........................................................................................................................................................................1
The Offering ..................................................................................................................................................................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 Notes ..............................................................................................................................................90
Dealer Manager .........................................................................................................................................................114
Transfer Restrictions..................................................................................................................................................117
Legal Matters.............................................................................................................................................................120
Independent Auditors ................................................................................................................................................120
Available Information................................................................................................................................................120
General Information ..................................................................................................................................................121
Technical and Regulatory Terms...............................................................................................................................123
Index to the Consolidated Financial Statements........................................................................................................127


These listing particulars have been prepared by us solely for use in connection with the proposed offering
of the securities described in these listing particulars. These listing particulars are personal to each offeree and does
not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire securities.
You are authorized to use these listing particulars solely for the purpose of considering the purchase of our Notes.
In making an investment decision, prospective investors must rely on their own examination of the Issuer
and the Guarantor and the terms of the offering, including the merits and risks involved. Prospective investors
should not construe anything in these listing particulars as legal, business or tax advice. Each prospective investor
should consult its own advisors as needed to make its investment decision and to determine whether it is legally
permitted to purchase the securities under applicable legal investment or similar laws or regulations.
We have furnished the information in these listing particulars. You acknowledge and agree that, Citigroup Global
Markets Inc., or the Dealer Manager, makes no representation or warranty, express or implied, as to the accuracy or
completeness of such information, and nothing contained in these listing particulars is, or shall be relied upon as, a
promise or representation by the Dealer Manager. These listing particulars contain summaries believed to be
accurate with respect to certain documents, but reference is made to the actual documents for complete information.
All such summaries are qualified in their entirety by such reference. Copies of documents referred to herein will be
made available to prospective investors upon request to us or the Dealer Manager. The information set forth or
incorporated by reference in these listing particulars is accurate only as of the date of these listing particulars,
regardless of the time of delivery of these listing particulars or of any sale of the notes.

The distribution of these listing particulars and the offering and sale of the Notes in certain jurisdictions
may be restricted by law. We and the Dealer Manager require persons into whose possession these listing
particulars come to inform themselves about and to observe any such restrictions. These listing particulars do not
constitute an offer of, or an invitation to purchase, any of the Notes in any jurisdiction in which such offer or sale
would be unlawful.
We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange and to trade them
on the Euro MTF market of such exchange. If, as a result of applicable rules and regulations relating to trading on

i



the Euro MTF market, we are required to publish financial information either more regularly than we otherwise
would be required to or according to accounting principles which are materially different from the accounting
principles which we would otherwise use to prepare our published financial information, we may delist the Notes
from the Euro MTF market or seek an alternate admission to listing, trading and/or quotation for the Notes on a
different section of the Luxembourg Stock Exchange or by such other listing authority, stock exchange and/or
quotation system inside or outside the European Union as we may decide.
We have prepared these listing particulars solely for use in connection with the offer of the Notes and take
responsibility for its contents. No other person is responsible for its contents. We and other sources we believe to
be reliable have furnished the information contained in these listing particulars. Nothing contained in these listing
particulars is or shall be relied upon as a promise or representation, whether as to the past or the future. The
opinions and intentions expressed in these listing particulars with regard to us are honestly held, have been reached
after considering all known relevant circumstances and are based on reasonable assumptions, and all reasonable
inquiries have been made by us to ascertain such facts and to verify the accuracy of all such information and
statements. We accept responsibility accordingly.
You must comply with all laws and regulations in force in any jurisdiction in connection with the
possession or distribution of these listing particulars and the purchase, offer or sale of the Notes, and you must
obtain any required consent, approval or permission for the purchase, offer or sale by you of the Notes under the
laws and regulations applicable to you in force in any jurisdiction to which you are subject or in which you make
purchases, offers or sales, and neither we nor the Dealer Manager have any responsibility for those transactions. See
"Transfer Restrictions."
You acknowledge that (1) you have been afforded an opportunity to request from us, and to review, all
additional information considered by you to be necessary to verify the accuracy of, or to supplement, the
information contained in these listing particulars, (2) you have not relied on us, the Dealer Manager or any person
affiliated with us or the Dealer Manager in connection with your investigation of the accuracy of the information or
your investment decision, and (3) no person has been authorized to give any information or to make any
representation concerning us or the Notes other than as contained in these listing particulars. If given or made, that
other information or representation should not be relied upon as having been authorized by us or the Dealer
Manager.
In making an investment decision, you must rely on your own examination of our business and the terms of
the offering, including the merits and risks involved. The Notes have not been recommended by any federal or state
securities commission or regulatory authority. Furthermore, these authorities have not confirmed the accuracy or
determined the adequacy of these listing particulars. Any representation to the contrary is a criminal offense.
The Notes and the Guaranty have not been, and will not be, registered under the Securities Act or the
securities of any state or other jurisdiction of the United States and may not be offered or sold in the United States
except in transactions exempt from or not subject to the registration requirements of the Securities Act and any
applicable state securities laws. The Notes will be available initially only in book-entry form. We expect that the
Notes offered and sold in the United States to QIBs in reliance upon Rule 144A will be represented by beneficial
interests in a permanent global note in fully registered form without interest coupons, or the "Rule 144A Note
Global Note". We expect that the Notes offered and sold outside the United States to non-U.S. persons pursuant to
Regulation S will be represented by beneficial interests in a permanent global note in fully registered form without
interest coupons, or the "Regulation S Note Global Note" and, together with the Rule 144A Global Note, the "global
notes". The global notes will be deposited with The Depository Trust Company. Notes shall be issued in minimum
denominations of U.S. $100 and integral multiples of U.S. $100 in excess thereof. See "Description of the Notes"
for further discussion of these matters.
Investors in Venezuela may initially purchase and pay for the Notes in Bolívares on the settlement date at
the official exchange rate of Bs.4.30 to $1.00. Purchase of the Notes must be made by or through a financial
institution that has an account at the Banco Central de Venezuela ("Central Bank") by instructing the Central Bank
to debit the institution's account in Bolívares in an amount equal to the purchase price of the Notes at the official
exchange rate.
ii



The initial placement of the Notes will be made through the Central Bank's SICOTME (Sistema de
Colocación Primaria de Títulos en Moneda Extranjera) or System for the Initial Placement of Bonds denominated
in Foreign Currency pursuant to Resolution No. 10-06-02 issued by the Central Bank's Board of Directors on
June 10, 2010 and published in the Official Gazette No. 39,446 dated as of June 15, 2010. Only financial
institutions authorized by the Central Bank may place orders with SICOTME, for their own account or for their
clients' accounts.
___________
Enforcement of Judgments
Under Venezuelan law, no company or its property, including us, has any immunity from the jurisdiction of
any court or from set-off of 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 Notes, the Guaranty or the Indenture rendered by any court
referred to above would be enforceable against us and the Guarantor in the courts of Venezuela subject to obtaining
a confirmatory judgment (exequatur) from the Supreme Court 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) we and the Guarantor (as the case may be) are duly served, with sufficient time to 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" 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", "US$" and "$" are to the legal currency
of the United States of America and references to "Bolívar," "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.
iii



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
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," "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
iv



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.



v



SUMMARY
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. We intend to use the net proceeds from this offering for general corporate purposes,
including financing of capital expenditures and social development expenses.
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
1



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
2



program includes the building of about 9.3 million barrels of oil storage capacity, three additional
loading docks, approximately 650 km in oil pipelines, four new distribution facilities, the
expansion of existing gas pipelines, and building new pipelines.
·
Marketing of Crude and Products. We intend to continue supplying the local market and
exporting crude oil, refined products and natural gas, including refineries and wholesalers in order
to improve our margins, as well as renew and expand our tanker fleet. Our subsidiary, PDV
Marina, intends to increase its tanker capacity from its current 1,115 dwt (Dead Weight Ton) to
1,318 dwt by 2015. We expect to increase the number of our tankers and transport capacity in
order to match the expected increase in production and better distribute our crude oil and refined
petroleum products. In addition, we are expanding and diversifying our marketing efforts in Latin
America, the Caribbean and Asia, including China and India.
·
Auto Gas Project. Since 2006, we have been developing a project aimed at reducing the domestic
gasoline demand by creating natural gas dispatch facilities for vehicles and converting vehicles to
dual fuel engines on a national scale. The project's goals include the construction of 457 new
compressed natural gas (CNG) stations, and the reactivation of 141 existing stations, as well as the
construction and outsourcing of more than 200 vehicle conversion centers. During the three-year
period ended December 31, 2009, the total investment in this project amounted to approximately
$318 million.
Social Development
Pursuant to the Venezuelan Constitution, the Organic Hydrocarbons Law and social policy, we are required
to foster Venezuela's socio-economic development and the welfare of its citizens. To that effect, we make and are
expected to continue to make significant financial contributions to social programs, including transfers to FONDEN
(Fondo de Desarrollo Nacional) and other programs, which are included in our annual budget together with other
expenses aimed to fund specific social projects, as determined by our Board of Directors, certain of which are
recorded as part of our capital expenditures in accordance with applicable accounting rules.

We contributed a total of $14,102 million in 2007, $14,733 million in 2008 and $3,514 million in 2009, and
a total of $5,157 million in the first six months of 2010, to social development, which are reflected as social
development expenses in our consolidated statements of income included elsewhere in these listing particulars.
These contributions are in addition to taxes and dividends we pay annually to Venezuela, as well as the social
projects we have funded, which are recorded as part of our capital expenditures because they relate to one of our oil
and gas production projects.
Recent Developments
The Bolivarian Republic of Venezuela has nationalized a number of companies in the past, the latest of
which was announced by the President of Venezuela on October 10, 2010. On October 10, 2010, the President of
Venezuela announced the nationalization of Industrias Venoco, C.A., or Venoco, a Venezuelan auto lubricants
company, as well as the nationalization of Fertilizantes Nitrogenados de Venezuela, Fertinitro C.E.C., or Fertinitro,
a Venezuelan fertilizer company and its related entities. As provided for in the Nationalization Decrees (Decrees
No. 7,712 and No. 7,713 published in the Official Gazette N° 39,528 dated October 11, 2010), Petroquímica de
Venezuela, S.A. PEQUIVEN (a corporation wholly-owned by Venezuela), will acquire the assets of Fertinitro and
its related entities and we will acquire the assets of Venoco at a price to be determined in the future. In the fiscal
year ended April 30, 2010, Venoco had net revenues of $241 million, net income of $17 million, total assets of $249
million and total liabilities of $77 million.

On October 15, 2010, we entered into an agreement with Rosneft for the sale of all of our interest in the
Ruhr Oel refineries. Ruhr Oel GmbH is a 50/50 downstream joint venture between BP and us. Subject to the
satisfaction of certain legal and contractual conditions, closing for this transaction is expected to occur on or around
May 31, 2011. For further details regarding the joint venture between BP and us, please see "Business--Refining
and Marketing--Refining."
3




Corporate Structure
The following chart summarizes our corporate structure:

Petróleos de
Venezuela, S.A.(1)


100%
100%
100%
100%
100%

Corporaci ón
PDVSA
PDV
100%
100%
Propernyn
PDVSA
PDV Holding
PMI (Aruba)
Marina,

Venezolana
Gas,
B.V.
Petr óleo
I nc.
de Petr óleo,
S.A.
S.A.
(Holland)

S.A (1
. ) (2)
S.A. (CVP)
100%
100%
PMI

Refineries
Propernyn
(Panama)

100%
(CI TGO
N.V.
"Empresas
(Curaçao)

Petroleum
100%
Petromar
Mixtas"
Corporation)
100%

(Aruba)
(Conventional
PDV Europa
Oil)
100%

(3)
B.V.
100%
Refineria

(Holland)
I sla
"Empresas

50%
Mixtas"
AB Nynas

(Extra Heavy
50%
Hovensa
Petrolum

Oil) (3)

(Sweden)
LLC

Crude and Gas Assets in Venezuela
Distribution
Assets in
European and
Other Assets I ncl.

Entities in
North
Caribbean
Trading Companies
Venezuela

America
Assets
( Latin America
Caribbean)


_____________________________________
(1) Issuer
(2) Guarantor
(3) For a detailed description of the interests CVP holds in the different joint ventures, please see "Business ­ Conversion of
Operating Service Agreements to Empresas Mixtas", "Business ­ Overview of Main Projects with Private Sector
Participation" and "Business ­ Other Joint Ventures for Exploration and Production of Light-Medium Crude ­Expansion
Projects in the Orinoco Oil Belt".
4


Document Outline