U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F
[_] REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003 Commission File No. 001-31448
PETROKAZAKHSTAN INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PROVINCE OF ALBERTA, CANADA 1311 NOT APPLICABLE
(PROVINCE OR OTHER JURISDICTION OF (PRIMARY STANDARD (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) INDUSTRIAL IDENTIFICATION
CLASSIFICATION CODE NUMBER)
NUMBER)
SUITE 1460, SUN LIFE PLAZA, NORTH TOWER
140-4TH AVENUE S.W.
CALGARY, ALBERTA, CANADA T2P 3N3
(403) 221-8435
(ADDRESS AND TELEPHONE NUMBER OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CT CORPORATION SYSTEM, 111-8TH AVENUE, NEW YORK, NEW YORK
10011, (212) 894-8940 (NAME, ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE
NUMBER (INCLUDING AREA CODE) OF AGENT FOR SERVICE OF THE
REGISTRANT IN THE UNITED STATES)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which Registered
------------------- -----------------------------------------
CLASS A COMMON SHARES, NO PAR VALUE NEW YORK STOCK EXCHANGE
Securities registered or to be registered pursuant to Section 12(g) of the Act:
NONE
Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: NONE
For annual reports, indicate by check mark the information filed with this form:
[X] Annual information form [X] Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report.
AT DECEMBER 31, 2003, 77,920,226 CLASS A COMMON SHARES OF PETROKAZAKHSTAN INC.
WERE ISSUED AND OUTSTANDING. AT DECEMBER 31, 2003, NO CLASS OF PREFERRED SHARES
OF PETROKAZAKHSTAN INC. WERE ISSUED AND OUTSTANDING.
Indicate by check mark whether the Registrant by filing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934
(the "Exchange Act"). If "Yes" is marked, indicate the file number assigned to
the Registrant in connection with such Rule. YES [_] NO [X]
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. YES [X] NO [_]
PRIOR FILINGS MODIFIED AND SUPERSEDED
The Registrant's Annual Report on Form 40-F for the year ended December 31,
2003, at the time of filing with the Securities and Exchange Commission (the
"Commission"), modifies and supersedes all prior documents filed pursuant to
Sections 13, 14 and 15(d) of the Exchange Act for purposes of any offers or
sales of any securities after the date of such filing pursuant to any
Registration Statement under the Securities Act of 1933 of the Registrant which
incorporates by reference such Annual Report.
PRINCIPAL DOCUMENTS
The following documents have been filed as part of this Annual Report on Form
40-F:
A. ANNUAL INFORMATION FORM
For the Annual Information Form of PetroKazakhstan Inc. ("PetroKazakhstan" or
the "Company") for the year ended December 31, 2003, see Exhibit 1of this annual
report on Form 40-F.
B. AUDITED ANNUAL FINANCIAL STATEMENTS
For PetroKazakhstan's consolidated audited financial statements, including the
reports of the independent registered public accounting firm with respect
thereto, see pages FS1 through FS36 of the Company's 2003 Annual Report, which
pages are attached hereto and included herein as Exhibit 3. For a reconciliation
of PetroKazakhstan's results and financial position from Canadian to United
States generally accepted accounting principles, see Note 21 - Reconciliation of
Results from Canadian GAAP to U.S. GAAP on pages FS30 through FS35 of such 2003
Annual Report.
C. MANAGEMENT'S DISCUSSION AND ANALYSIS
For management's discussion and analysis, see pages 31 through 53 of the
Company's 2003 Annual Report, which pages are attached hereto and included
herein as Exhibit 2.
CONTROLS AND PROCEDURES
PetroKazakhstan maintains disclosure controls and procedures and internal
control over financial reporting designed to ensure that information required to
be disclosed in the reports filed under the Exchange Act, as amended, is
recorded, processed, summarized and reported within the time periods specified
in the Commission's rules and forms. PetroKazakhstan's Chief Executive Officer
and Chief Financial Officer, after evaluating the effectiveness of
PetroKazakhstan's disclosure controls and procedures (as defined in Exchange Act
Rule 13a-15(e)) as of the end of the period covered by this Form 40-F, concluded
that as of such date PetroKazakhstan's disclosure controls and procedures were
effective for the purpose for which they were designed.
During the fiscal year ended December 31, 2003, there were no changes in
PetroKazakhstan's internal control over financial reporting that have materially
affected, or are reasonably likely to materially affect, PetroKazakhstan's
internal control over financial reporting.
AUDIT COMMITTEE FINANCIAL EXPERT
The Board of Directors of the Company has determined that Jacques Lefevre is an
"audit committee financial expert" (as defined in paragraph 8(b) of General
Instruction B to Form 40-F).
CODE OF ETHICS
The Company has adopted a code of ethics (as that term is defined in Form 40-F)
that applies to its directors and employees (including its principal executive
officer, principal financial officer and controller). The Company will
2
provide any person, upon request to the General Counsel and Corporate Secretary
of the Company, with a copy of the code of ethics free of charge. To date, no
amendment has been made to the code of ethics, nor there has been any waiver,
including implicit waiver, granted from the code of ethics required to be
disclosed in this annual report on Form 40-F.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
For the years ended December 31, 2003 and 2002, professional services were
performed by Deloitte & Touche LLP, the member firms of Deloitte Touche
Tohmatsu, and their respective affiliates, including TOO Deloitte &Touche that
has served as the principal accountant for the audit of the Company's annual
financial statements (collectively, "Deloitte & Touche").
AUDIT FEES: The aggregate audit fees billed by Deloitte & Touche were $407,000
in the year ended December 31, 2003 and $332,875 in the year ended December 31,
2002.
AUDIT-RELATED FEES: The aggregate audit related fees billed by Deloitte & Touche
were $245,992 in the year ended December 31, 2003 and $42,252 in the year ended
December 31, 2002. Such services were comprised of services relating to the
listing of the Company on the London Stock Exchange and issuance of comfort
letters.
TAX FEES: The aggregate fees billed by Deloitte & Touche for professional
services rendered for tax compliance, tax advice, and tax planning were $40,671
in the fiscal year ended December 31, 2003 and $64,176 in the fiscal year ended
December 31, 2002. Such services were comprised of consulting fees.
ALL OTHER FEES: The Company did not incur any fees billed by Deloitte & Touche
for services other than the services reported under the captions "Audit Fees",
"Audit-Related Fees" and "Tax Fees" above for the years ended December 31, 2003
and 2002.
AUDIT COMMITTEE PRE-APPROVAL:
Under the terms of its mandate, the Audit Committee pre-approves every
engagement by the Company of its accountants to render audit and non-audit
services, and therefore no pre-approval policies and procedures have been
established for purposes of paragraph (c)(7)(i)(B) of Rule 2-01 of Regulation
S-X. In 2003, less than 1% of the audit-related and non-audit services rendered
by the Company's accountants were required to be approved by the Audit Committee
pursuant to the DE MINIMIS exception set out in paragraph (c)(7)(i)(C) of Rule
2-01 of Regulation S-X.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no off-balance sheet arrangements required to be disclosed in
this annual report on Form 40-F.
CONTRACTUAL OBLIGATIONS
Summary of Contractual Obligations
(In millions of dollars) Total commitments by period
Total Within 1 1-3 years 4-5 years After 5
Commitments year years
Long-term debt(1) 284.4 37.7 76.7 4.2 165.8
Operating leases(2) 31.0 12.5 12.0 6.3 0.2
Capital leases(2) -- -- -- -- --
Future site restoration costs(3) 26.4 -- -- -- 26.4
Work Commitments(4) 16.5 12.9 3.1 0.5 --
Future income tax liability(5) 13.0 -- -- -- 13.0
Purchase obligations(6) 5.8 5.8 -- -- --
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TOTAL CONTRACTUAL OBLIGATIONS 377.1 68.9 91.8 11.0 205.4
=================================================================
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(1) See Note 13 in the Company's consolidated financial statements for the year
ended December 31, 2003.
(2) Operating leases are for rail cars that the Company uses to transport crude
oil, distribution centers for refined oil products and certain equipment
used in upstream operations. The Company has no capital leases.
(3) The Company has an obligation of $6.6 million for future site restoration
costs that has been recorded as a liability as at December 31, 2003. The
timing of future payments and the ultimate amount required is uncertain and
the table has been prepared using the Company's best estimates.
(4) Work commitments are non-discretionary expenditures for seismic and
drilling that the Company is contractually committed to under the terms of
its hydrocarbons licenses.
(5) The Company has a future income tax liability that arises because
Kazakhstan tax legislation allows the Company to depreciate some of its
assets over a shorter period of time than the Company's accounting polices
provide for. See Note 1 in the Company's consolidated financial statements
for the year ended December 31, 2003. Changes in the Company's future
income tax liability are reflected as future income taxes in the
consolidated statement of income and retained earnings. These charges are
not cash charges. The timing of when this liability will arise is
uncertain.
(6) Purchase obligations represent contractual obligations for goods and
services for which the services have yet to be provided or for which the
Company has not yet taken title to the goods. All other purchase
commitments are discretionary.
AUDIT COMMITTEE
The Company has a separately designated standing audit committee established in
accordance with Section 3(a)(58)(A) of the Exchange Act. The Audit Committee is
comprised of James B.C. Doak, Jacques Lefevre and Jan Bonde-Nielsen. Jacques
Lefevre chairs the Audit Committee.
UNDERTAKING AND CONSENT TO SERVICE OF PROCESS
A. UNDERTAKING
The Registrant undertakes to make available, in person or by
telephone, representatives to respond to inquiries made by the Commission staff,
and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the securities registered pursuant to Form 40-F; the
securities in relation to which the obligation to file an annual report on Form
40-F arises; or transactions in said securities.
B. CONSENT TO SERVICE OF PROCESS
The Registrant has previously filed a Form F-X in connection
with the class of securities in relation to which the obligation to file this
report arises.
SIGNATURES
Pursuant to the requirements of the Exchange Act, the
Registrant certifies that it meets all of the requirements for filing on Form
40-F and has duly caused this Annual Report on Form 40-F to be signed on its
behalf by the undersigned, thereto duly authorized, in the City of Calgary,
Province of Alberta, Canada.
PETROKAZAKHSTAN INC.
(Registrant)
By: /s/ Anthony R. Peart
---------------------------------
Name: Anthony R. Peart
Title: Senior Vice President
General Counsel and
Secretary
Date: June 17, 2004
DOCUMENTS FILED AS PART OF THIS REPORT
1. Annual Information Form of the Registrant for the year ended December
31, 2003.
2. Management's Discussion and Analysis of the Registrant for the year
ended December 31, 2003.
3. Audited Consolidated Financial Statements of the Registrant as of
December 31, 2003 and for each of the three years then ended (NOTE 21
TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE REGISTRANT
RELATES TO DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES).
EXHIBITS
23.1 Consent of Deloitte & Touche, independent registered public accounting
firm.
23.2 Consent of McDaniel & Associates Consultants Ltd.
31.1 Certification of President and Chief Executive Officer pursuant to Rule
13a-14(a) or 15d-14 of the Securities Exchange Act of 1934
31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or
15d-14 of the Securities Exchange Act of 1934
32.1 Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003.
32.2 Certificate Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2003.