Obligation Petrosur 6% ( USP7807HAR68 ) en USD

Petrosur

100 % ▲

Venezuela

USP7807HAR68 ( en USD )

6% par an ( paiement semestriel )

15/11/2026

Prospectus brochure de l'obligation PDVSA USP7807HAR68 en USD 6%, échéance 15/11/2026

1 000 USD

4 500 000 000 USD

P7807HAR6

N/A

15/05/2026 ( Dans 151 jours )

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 USP7807HAR68, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2026

LISTING PARTICULARS
.
US$4,500,000,000
Petróleos de Venezuela, S.A.
Unconditionally and Irrevocably Guaranteed by PDVSA Petróleo, S.A.
6.00% Senior Notes due 2026
Our 6.00% senior notes due 2026, 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 15, 2026 and will bear interest at the rate of 6.00% per annum payable semiannually on each
November 15 and May 15, commencing on May 15, 2014. Principal payments on the Notes will be payable in three equal installments. The
first principal installment will be payable on November 15, 2024, the second will be payable on November 15, 2025 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 13.
____________________
Price for Notes: 100%
____________________
Application has been made 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, as amended.
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). Delivery of the Notes was 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 ("Clearstream") on or about November 15,
2013. See "Description of the Notes--Book-Entry; Delivery and Form."
The Notes were issued on November 15, 2013. The initial offering of the Notes was carried out in compliance with the
transfer restrictions set forth under the heading "Transfer Restrictions" in these listing particulars.
____________________
Lead Structuring Agent
Citigroup
____________________
Structuring Agent
Evrofinance Mosnarbank
____________________
April 4, 2014

Table of Contents
Page
Summary........................................................................................................................................................................1
The Offering ..................................................................................................................................................................6
Summary Consolidated Financial and Operating Information ......................................................................................9
Risk Factors .................................................................................................................................................................13
Use of Proceeds ...........................................................................................................................................................23
Capitalization...............................................................................................................................................................24
Selected Financial and Operating Data........................................................................................................................25
Management's Discussion and Analysis of Financial Condition and Results of Operations ......................................29
Business.......................................................................................................................................................................54
Management and Employees .......................................................................................................................................92
Principal Shareholders .................................................................................................................................................98
Related Party Transactions ..........................................................................................................................................99
Tax Considerations ....................................................................................................................................................102
Description of the Notes ............................................................................................................................................107
Structuring Agents.....................................................................................................................................................131
Transfer Restrictions..................................................................................................................................................134
Legal Matters.............................................................................................................................................................137
Independent Auditors ................................................................................................................................................137
Available Information................................................................................................................................................137
General Information ..................................................................................................................................................139
Subscription and Sale ................................................................................................................................................141
Technical and Regulatory Terms...............................................................................................................................142
Index to the Consolidated Financial Statements ........................................................................................................146
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. and Evrofinance Mosnarbank, or the Structuring Agents, make 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 Structuring Agents. 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
Structuring Agents. 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 Structuring Agents require persons into whose possession these listing
particulars comes 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.
i

A portion of the Notes will be offered to certain of PDVSA's suppliers and vendors in satisfaction of
accounts payable owed by PDVSA to them. Such Notes will be offered to such suppliers directly by PDVSA
outside of the scope of the Structuring Agent Agreement without the involvement of the Structuring Agents. See
"Use of Proceeds" for further information regarding such offers.
Application has been made 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 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 Structuring Agents 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 Structuring Agents or any person
affiliated with us or the Structuring Agents 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 Structuring
Agents.
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. $1.00 in excess thereof. See "Description of the Notes"
for further discussion of these matters.
ii

The purchase and sale of the Notes in the secondary market in Venezuela in transactions payable in
Bolívars by individuals and legal entities domiciled in Venezuela can occur only through universal banks and
microfinance banks acting through the Complementary System of Currency Management (Sistema Complementario
de Administración de Divisas) ("SICAD") unless otherwise authorized by Banco Central de Venezuela (the "Central
Bank"), in accordance with the terms and conditions set forth by the Central Bank in its instruction manuals and
procedures pursuant to the Resolution No. 13-07-01 published in the Official Gazette No. 40,201 dated July 4, 2013
and the Foreign Exchange Agreement No. 22 dated July 2, 2013 and published in the Official Gazette No. 40,199
dated July 2, 2013.
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 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 99 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 foreign 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 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 Bolívar 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.
For the convenience of the reader, certain amounts originally reflected in Bolívars have been translated into
U.S. dollars at the exchange rate in effect as of the date of the applicable transaction. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations - Impact of Inflation and Devaluation"
for information regarding the U.S. dollar to Bolívar exchange rate.
Certain figures included in these listing particulars have been subject to rounding adjustments.
Accordingly, figures shown for the same category presented in different tables may vary slightly, and figures shown
as totals in certain tables may not be an arithmetic aggregation of the figures that precede them.
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.
iv

Incorporation by Reference
We are incorporating by reference into these listing particulars the Guarantor's consolidated audited
financial statements as of December 31, 2012 and 2011 and for the years ended December 31, 2012 and 2011, and
as of December 31, 2011 and 2010 and for the years ended December 31, 2011 and 2010. This means 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 is also 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.
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 these 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 fifth largest
vertically integrated oil company in the world with daily crude oil production of 2,910 thousand barrels per day as of
December 31, 2012, or mbpd, as measured by a combination of operational data, including volume of reserves,
production, refining and sales, based on information published in January 2013 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 and Asia. Through PDV Holding, a wholly
owned subsidiary, we indirectly own 100% of CITGO Petroleum Corporation ("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, repayment of commercial obligations with suppliers
and social development expenses. A portion of the Notes, representing 66.6% of the aggregate principal amount
thereof, will be offered to certain of our suppliers and vendors in satisfaction of accounts payable owed by us to
them.
Our Plan Siembra Petrolera (Oil Sowing Plan) (the "Business Plan") outlines the development of
production and refining projects totaling $257 billion in Venezuela, the Caribbean, Latin America and Asia during
its initial stage between 2013 and 2019. Such expenditures 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, 2012, we invested $55.8 billion in development projects in such regions through
cash on-hand and issuance of debt. During the year ended December 31, 2012, we invested $25 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 280 years for oil and 120 years for gas.
We mainly sell crude oil to the United States, Canada, the Caribbean, Africa, Europe, South America and
Asia. In addition, we refine crude oil, with a refining capacity of approximately 2.8 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 10.2 thousand barrel-of-oil equivalent, or mboe, per day as of December
31, 2012.
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.
1

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
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 (55,314 km2)
has been divided into 36 blocks for reserves quantification and certification of original oil on site
purposes. There are approximately 1,427,560 million barrels of Original Oil in Place ("OOIP") in
the Orinoco Oil Belt. Of said amount, approximately 258,809 million barrels have been certified
as recoverable reserves, 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 in these areas of 2,234 mbpd by 2019. The projected production in
mature areas for the period leading up to 2019 includes the following: 1,136 mbpd from areas
where we are the sole operator and 1,098 mbpd from joint ventures producing light, medium and
heavy oil.

Expansion of Orinoco Oil Belt Production. We intend to obtain 4,014 mbpd from the expansion
of our existing and future operations in the Orinoco Oil Belt. This growth represents an increase of
2,603 mbpd, which we plan to implement by developing our extra-heavy crude oil reserves,
including new upgrading facilities and pipelines to terminals. The expected investment for the
years 2013 through 2019 is $93,642 million. The expected total oil production capacity for 2019,
including the expansion of the Orinoco Oil Belt and the mature areas, is 6,000 mbpd. The growth
of oil production capacity is expected to occur through joint ventures in which we have a 60%
stake and international oil companies have a 40% stake.

Development of Major Projects in Refineries. We intend to expand our refinery capacity from
approximately 2.8 mmbpd (1.3/1.5 mmbpd Venezuela/Overseas capacity) in 2013 to 4.61 mmbpd
by 2019 (2.18/2.43 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. The focus of our refining capacity expansion will be the incorporation
of heavier crude oil from the Orinoco Oil Belt expansion into the national refinery system. We
currently have in process major upgrade projects to increase the refining capacities of Puerto La
Cruz and El Palito Refineries, as well as a project to upgrade the Paraguaná Refining Complex in
order to increase the conversion of white oil products. In the future, we plan to develop three
refining centers in Venezuela: Cabruta, Petrobicentenario and Batalla de Santa Inés. In addition,
we intend to expand our refining capacities and develop new refineries in the Caribbean, Central
and South America and 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 7,117 mmcfd in
2013 to 10,511 mmcfd by 2019 (equivalent to 255 mbpd). In particular, we intend to focus on the
development of the Delta Caribe, an initiative consisting of the Northeast Delta Caribbean Project
2

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), Gulf of
Venezuela (Cardón IV/Rafael Urdaneta Project), Plataforma Deltana, the Gulf of Paria,
Blanquilla, Guarapiche, Punta Pescador, and the Delta Centro area. With respect to northeast
developments, we intend to link all blocks by a gas pipeline network to the future Güiria Hub,
where an industrial complex, Gran Mariscal de Ayacucho, or CIGMA, is expected to be
developed. For Gulf of Venezuela natural gas developments, we plan to connect the gas
production blocks in the Peninsula de Paraguaná with the domestic gas transportation system.

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
program includes the building of about 15.5 million barrels of oil storage capacity, one liquid
terminal in Araya, one terminal in Punta Cuchillo, one solid terminal in the Orinoco River, the
expansion of the existing liquid terminal in Jose, approximately 1,380 km in oil pipelines, four
new distribution facilities, the expansion of existing gas pipelines, and 2,199 km in new gas
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 2,008 tdwt (thousands of dead
weight tons) to 2,642 tdwt by 2019. 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, with the
goal of reaching total crude oil exports of 5.4 mbpd by 2019.

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 615 new
compressed natural gas ("CNG") stations, as well as the construction and outsourcing of more
than 200 vehicle conversion centers. As of December 31, 2012, we had 265 CNG stations and 67
vehicle conversion centers. Our total estimated investment in this project for the period beginning
2013 through 2019 is expected to be approximately $1,635 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 $7,018 million in 2010, a total of $30,079 million in 2011, a total of $17,336
million in 2012, and a total of $7,279 million in the six months ended June 30, 2013 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
Windfall Contribution
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We contribute funds to FONDEN through mandatory transfers required under the Decreto con Rango,
Valor y Fuerza de Ley que Crea Contribución Especial por Precios Extraordinarios y Precios Exorbitantes en el
Mercado Internacional de Hidrocarburos (Law Decree on the Creation of Special Contribution on Excess Prices and
Exorbitant Prices in the International Hydrocarbons Markets) as amended on February 20, 2013, published in the
Official Gazette No. 40,114 dated February 20, 2013. This amendment provided for an increase of $10 per barrel
(from $70 to $80 per barrel) the budgeted price per barrel on which the excess windfall contribution is imposed. See
"Management's Discussion and Analysis of Financial Condition and Results of Operations Impact of Taxes on
Net Income and Cash Flows Windfall contribution" for further discussion of these contributions. As a result of
this increase our contributions to FONDEN decreased by $3,810 million, or 59.10%, to $2,637 million for the six
months ended June 30, 2013 from $6,447 million for the six months ended June 30, 2012.
Amuay Incident
On September 9, 2013, PDVSA disclosed the results of the investigation on the event that occurred at the
Amuay Refinery, which results were published on PDVSA's website. The investigation concluded that due to the
tampering and sabotage of the retaining studs of pump P2601 of the suction pit located in Block 23 at the Amuay
Refinery, on August 24, 2012, a massive leak of flammable gas olefins into the atmosphere took place due to the
opening of the flange between the header and suction pump P2601. Due to the weather conditions that day (low
wind speed and high humidity), the cloud of gas that escaped from the flange of the pump P2601 moved in a
southeast direction toward the base of Detachment 44 of the Bolivarian National Guard and was ignited in the early
hours of the morning of August 25, 2012, when a vehicle at the Bolivarian National Guard base was started during
the evacuation of the troops. The fire caused fatalities, injuries and property damage to third party infrastructure and
the tank farms of the Amuay Refinery. PDVSA immediately took the appropriate action to control and extinguish
the fire in order to prevent greater damages to surrounding communities, to processing plants and to other areas of
the Amuay Refinery. The fire was extinguished in its entirety on August 28, 2012. PDVSA estimates that the
economic losses and associated costs of the incident are approximately $1.1 billion. PDVSA believes that third party
damages have been duly compensated by PDVSA. Once the incident was resolved, the Amuay Refinery has
operated normally.
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