0707F
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40–F/A
Amendment No. 1
(Check One)
______ 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 fiscal year ended: December 31, 2006
Commission File No.: 1-13922
PETRO-CANADA
(Exact name of registrant as specified in its charter)
Canada | 1311, 1321, 1382, 5541 | Not Applicable |
(Province or other jurisdiction of incorporation or organization) | (Primary standard industrial classification code number, if applicable) | (I.R.S. employer identification number, if applicable) |
| | | |
| | 150 – 6th Avenue S.W. Calgary, Alberta Canada T2P 3E3 (403) 296-8000 | |
| (Address and telephone number of registrant’s principal executive office) |
CT Corporation System
111 Eight Avenue - CT
New York, New York 10011
(212) 894-8940
(Name, address and telephone number of agent for service in the United States)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class: Name of each exchange on which registered:
Common Shares New York Stock Exchange
Securities 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:
5% Senior Notes due 2014
9 ¼% Debentures Due 2021
7 7/8% Debentures Due 2026
7% Debentures Due 2028
4% Senior Notes Due 2013
5.35% Senior Notes Due 2033
5.95% Senior Notes Due 2035
For annual reports, indicate by check mark the information filed with this form:
_X____ Annual Information Form _X____ Audited 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 periods covered by the annual report:
Common Shares: 497,538,385
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 12g 3-2(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 has been required to file such reports); and (2) has been subject to such filing requirements in the past 90 days.
Yes __x___ No ______
INTRODUCTORY NOTE
By this Amendment No. 1 on Form 40-F/A, Petro-Canada (the “Registrant”) is amending its Form 40-F filed on March 29, 2007 for the fiscal year ended December 31, 2006 to provide supplemental information on reserve replacement ratios and non-GAAP measures.
SUPPLEMENTARY INFORMATION ON RESERVE REPLACEMENT RATIOS
The following information supplements information set forth in the Company’s 2006 Form 40-F regarding reserve replacement ratios. In the 2006 Form 40-F, the reserve replacement ratios had been calculated on a “before royalty” basis and included oil sands mining activities. In the supplemental information that follows, the reserve replacement ratios are calculated in accordance with SEC standards (on an “after royalty” basis, and including only oil and gas activity). Additional information has been provided as to the contribution to the reserve replacement ratio in each of the reserve categories using SEC standards.
Petro-Canada’s reserves objective is to fully replace proved reserves over a five-year period. In 2006, the Company replaced 173% of its production on a proved reserves basis, compared with 121% in 2005. The Company’s five year proved replacement ratio was 172% at year-end 2006.
The reserve replacement ratio is calculated by dividing the proved reserve additions in the year, which includes Revisions of previous estimates, Improved recovery, Purchases of mineral in place, Extensions and discoveries, Production, Sales of minerals in place, as the numerator, by the sales volume for the same year as the denominator.
In 2006, 124% (or 215 MMboe’s) of the reserve additions were revisions from previous estimates. The Company also had -26% (or -45 MMboe’s) of reserve additions from sales of reserves in place. Reserve additions to Discoveries, extensions and improved recovery were minimal, as these additions were mostly made in reserve categories other than proved reserves.
In 2005, 74% (or 104 MMboe’s) of the reserve additions are revisions from previous estimates. The Company also had 22% (or 31 MMboe’s) of its reserve additions come from discoveries, extensions and improved recovery.
The Company’s five year proved replacement ratio had 49% (or 470 MMboe’s) of its reserve additions, for that period, from revisions of previous estimates. Purchases of reserves in place contributed 44% (or 425 MMboe’s) of the reserve additions for this calculation. Reserve additions to discoveries, extensions and improved recovery were 13% (or 121 MMboe’s).
The reserves replacement ratio is a general indicator of the Company’s reserves growth. It is only one of a number of metrics that can be used to analyse a company’s upstream business.
The table below shows the reserve replacement ratio (“RRR”) calculations had SEC standards been followed, that is excluding oil sands mining activity and providing the information on an “after royalty” basis:
| | 2006 | SEC |
| RRR | 40-F filing (includes oil sands mining and is before royalty) | (excludes oil sands mining and is after royalty) |
| 2006 | 134% | 173% |
| 2005 | 111% | 121% |
| 5yr Avg | 160% | 172% |
There is no assurance Petro-Canada will successfully replace reserves that are produced in any given year.
SUPPLEMENTARY INFORMATION ON NON-GAAP MEASURES
Cash flow from continuing operating activities before changes in non-cash working capital, which is sometimes expressed as cash flow or cash flow from continuing operations, is commonly used in the oil and gas industry and by Petro-Canada to assist management and investors in analysing operating performance, leverage and liquidity. In addition, the Company’s capital budget is prepared using anticipated cash flow from continuing operating activities before changes in non-cash working capital as the timing of collecting receivables or making payments is not considered relevant for capital budgeting purposes. Cash flow, cash flow from continuing operations, and cash flow from continuing operating activities before changes in non-cash working capital are commonly understood to represent Canadian generally accepted accounting principles (GAAP) - compliant measures. However, the Company is not calculating them in accordance with GAAP. As a result, they do not have a standardized meaning prescribed in GAAP and, therefore, readers should be cautioned that these measures may not be comparable with the calculations of similar measures for other companies.
Operating earnings represent net earnings, excluding gains or losses on foreign currency translation and disposal of assets and unrealized gains or losses on the mark-to-market valuation of the derivative contracts associated with the Buzzard acquisition. Operating earnings adjusted for unusual items represent operating earnings, excluding mark-to-market valuations of stock-based compensation, income tax adjustments and insurance proceeds and surcharges. Operating earnings and operating earnings adjusted for unusual items are used by the Company to evaluate operating performance. Operating earnings and operating earnings adjusted for unusual items do not have a standardized meaning prescribed by Canadian generally accepted accounting principles (GAAP) and, therefore, may not be comparable with the calculations of similar measures for other companies.
The terms cash flow, cash flow from continuing operations, and cash flow from continuing operating activities before changes in non-cash working capital are used on pages 12, 16, 20, 23, 26, 31, 35 and 38 of Exhibit 99.2.
For a reconciliation of cash flow, cash flow from continuing operations, and cash flow from continuing operating activities before changes in non-cash working capital to the associated GAAP measure, refer to the table on page 12 of Exhibit 99.1. For a reconciliation of operating earnings and operating earnings adjusted for unusual items to the associated GAAP measure, refer to the table on page 10 of Exhibit 99.2.
EXHIBITS
Exhibits Description
99.1* Petro-Canada Consolidated Financial Statements for the year ended December 31, 2006
99.2* Petro-Canada Management’s Discussion and Analysis
99.3* Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act
99.4* Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act
99.5* Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002
99.6* Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of theSarbanes-Oxley Act of 2002
99.7* Consent of Deloitte & Touche LLP, Independent Registered Chartered Accountants
99.8 Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated October 1, 2007
99.9 Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, dated October 1, 2007
99.10 Certification of CEO pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October 1, 2007
99.10 Certification of CFO pursuant to Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October 1, 2007
* Previously filed
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 staff of the Securities and Exchange Commission (“SEC”), and to furnish promptly, when requested to do so by the SEC staff, information relating to 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 with the SEC on March 10, 1994. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 1 to be signed on its behalf by the undersigned, thereto duly authorized.
Dated: October 1, 2007 PETRO-CANADA
/s/ H. L. Hooker
By: H. L. Hooker
Chief Compliance Officer, Corporate
Secretary and Associate General Counsel
EXHIBITS
Exhibits Description
| 99.8 | Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act, dated October 1, 2007 |
| 99.9 | Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act, dated October 1, 2007 |
| 99.10 | Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October 1, 2007 |
| 99.11 | Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, dated October 1, 2007 |
