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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): MAY 2, 2003
COMMISSION FILE NUMBER 1-14380
CITGO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 73-1173881
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
ONE WARREN PLACE, 6100 SOUTH YALE AVENUE, TULSA, OKLAHOMA 74136
(Address of principal executive office) (Zip Code)
(918) 495-4000
(Registrant's telephone number, including area code)
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ITEMS 9 AND 12. REGULATION FD DISCLOSURE AND DISCLOSURE OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION.
The following information is furnished pursuant to Item 9, "Regulation FD
Disclosure" and Item 12, "Disclosure of Results of Operations and Financial
Condition."
This Form 8-K/A amends Form 8-K of CITGO Petroleum Corporation ("CITGO") filed
with the Securities and Exchange Commission on May 2, 2003 by revising the table
titled "Selected Volumetric Data." This table was included in a News Release
issued by CITGO entitled "CITGO Announces First Quarter 2003 Results." The full
text of the News Release follows:
[CITGO LOGO]
NEWS RELEASE
--------------------------------------------------------------
CITGO PETROLEUM CORPORATION, P.O. BOX 3758, TULSA, OK 74102
KENT YOUNG 918/495-5111 KATE ROBBINS 918/495-5764
JENNIFER HILL 918/495-4260 FACSIMILE 918/495-5269
FOR IMMEDIATE RELEASE:
May 2, 2003
CITGO Announces First Quarter 2003 Results
TULSA, Okla., -- CITGO Petroleum Corporation today reported net income of $140
million for the first quarter of 2003 compared with a net loss of ($16) million
for the first quarter of 2002. Operating income (income before interest and
income taxes) for the first quarter of 2003 was $243 million, compared with an
operating loss of ($7) million for the same period last year.
Strong first quarter refining earnings resulted from strengthening
margins and steady operations. Additional factors include:
o Gulf coast crack spreads doubled to $5.58 and Chicago
crack spreads were 75-percent higher at $6.45
relative to the crack spreads in the same quarter of
2002.
o Crude oil differentials for sour, heavy sour and
Canadian crudes showed significant improvement in the
first quarter relative to the first quarter of 2002.
While gasoline sales volumes held steady at three billion gallons when
compared to the first quarter of 2002, total refined product sales increased ten
percent to six billion gallons in the first quarter of 2003. In addition;
o Gasoline sales to branded marketers and major
convenience store chains represented about 65-percent
of total gasoline sales, an increase of three percent
in the first quarter of 2003 relative to the first
quarter of 2002.
o Wholesale margins on light oil products increased to
2.2 cents-per-gallon (cpg) in the first quarter of
2003 compared with 0.3 cpg in the first quarter of
2002.
o Finished lubricant prices increased toward the end of
the quarter.
o Finished lubricant volume was up nine percent in a
relatively flat demand market, reflecting the
strength of the CITGO/Mystik brands and successful
execution of the marketing plan.
o Our asphalt refineries completed scheduled
turnarounds and are on target to produce and sell
asphalt for the 2003 paving season.
Several first quarter market conditions positively contributed to
CITGO's overall financial results, including:
o historically high refining margins driven primarily
by a reduction in worldwide refining capacity and a
heavy refinery maintenance schedule in the United
States;
o historically low crude and products inventories; and
-more-
CITGO's First Quarter Earnings
o colder than normal winter weather, producing a strong
demand for distillate and improved distillate
margins.
"With our refineries running at peak capacity throughout the quarter,"
stated CITGO President and CEO Oswaldo Contreras, "we were able to take full
advantage of robust refining margins and favorable market conditions that
existed during the last month and a half. Furthermore, our employees continue to
focus on 'keeping it safe, clean and running,' which directly contributes to
operational efficiency and the bottom line. On the marketing side, sales to
CITGO-branded marketers were up and wholesale margins improved significantly.
"In addition to the above, we also worked to improve cash flow during
the quarter by implementing stringent cost control measures throughout the
corporation and securing additional financing to meet our operating needs When
taken all together, these factors added up to a good first quarter for CITGO,"
Contreras concluded.
CITGO's executive team will conduct an investor conference call to
discuss first quarter earnings on Monday, May 5 from 1:30 PM to 3:00 PM (CDT).
Investors may access the call by dialing 1-800-553-0358.
CITGO Petroleum Corporation is a leading energy company based in Tulsa,
Okla., with approximately 4,300 employees and annual revenues of nearly $20
billion. CITGO is a direct, wholly-owned subsidiary of PDV America, Inc., a
wholly-owned subsidiary of PDV Holding, Inc. CITGO's ultimate parent is
Petroleos de Venezuela, S.A. (PDVSA), the national oil company of the Bolivarian
Republic of Venezuela and its largest supplier of crude oil.
CITGO operates fuels refineries in Lake Charles, La., Corpus Christi,
Texas, and Lemont, Ill., and asphalt refineries in Paulsboro, NJ and Savannah,
Ga. The company has long-term crude oil supply agreements with PDVSA for a
portion of the crude oil requirements at these facilities. CITGO is also a
41-percent participant in LYONDELL-CITGO Refining LP, a joint venture fuels
refinery located in Houston, Texas. CITGO's interests in these refineries result
in a total crude oil capacity of approximately 865,000 barrels per day.
With more than 13,000 branded, independently owned and operated retail
locations, CITGO is also one of the five largest branded gasoline suppliers
within the United States.
FORWARD LOOKING STATEMENTS
Certain information included in this release may be deemed to be
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, or the "Securities Act," and Section 21E of the
Securities Exchange Act of 1934, as amended, or the "Exchange Act." All
statements, other than statements of historical facts, included in this
prospectus, are forward-looking statements. When used in this document, the
words "anticipate," "estimate," "expect," "project," "believe" and similar
expressions are intended to identify forward-looking statements.
-more-
CITGO's First Quarter Earnings
These statements are based on assumptions and assessments made by our
management in light of their experience and their perception of historical
trends, current conditions, expected future developments and other factors they
believe to be appropriate. Any forward-looking statements are not guarantees of
our future performance and are subject to risks and uncertainties that could
cause actual results, developments and business decisions to differ materially
from those contemplated by these forward-looking statements. We disclaim any
duty to update any forward-looking statements. Some of the factors that may
cause actual results, developments and business decisions to differ materially
from those contemplated by these forward-looking statements include the risk
factors discussed under the heading "Risk Factors."
<Table>
<Caption>
THREE MONTHS
ENDED MARCH 31,
-------------------------
2003 2002
Net Sales 6,375.7 3,671.4
Cost of sales and operating expenses 6,205.8 3,708.9
---------- ----------
Gross margin 169.9 (37.5)
Equity in earnings of LCR 9.1 14.4
Equity in earnings of affiliates 4.5 4.5
Insurance recoveries 117.7 94.7
Other income (expense) net 14.9 (6.5)
---------- ----------
Subtotal 316.1 69.6
Selling, general and administrative 73.3 76.4
---------- ----------
Operating income 242.8 (6.8)
---------- ----------
Interest expense 24.4 17.6
Income taxes 78.6 (8.8)
---------- ----------
Net Income 139.8 (15.6)
========== ==========
</Table>
<Table>
<Caption>
SUMMARIZED MARKETING DATA THREE MONTHS
ENDED MARCH 31,
----------------------------
2003 2002
Wholesale fuel sales (millions of gallons) 3,449.0 3,419.0
Wholesale margin (cents per gallon) 2.2 0.3
Marketing expenses (millions of dollars) 22.3 25.1
</Table>
<Table>
<Caption>
(DOLLARS IN MILLIONS)
MARCH 31, DECEMBER 31,
2003 2002
---------- ------------
Current assets $ 2,537.4 $ 2,187.5
Total Assets $ 7,340.7 $ 6,986.9
Current liabilities $ 1,706.7 $ 1,999.1
Total Debt (excluding capital leases) $ 1,592.9 $ 1,300.5
Total Liabilities $ 4,641.8 $ 4,427.7
Shareholder's equity $ 2,698.9 $ 2,559.2
Total capitalization $ 7,340.7 $ 6,986.9
</Table>
-more-
CITGO's First Quarter Earnings
<Table>
<Caption>
THREE MONTHS ENDED MARCH 31, 2003 THREE MONTHS ENDED MARCH 31, 2002
------------------------------------------- ---------------------------------------------
LAKE CHARLES CORPUS CHRISTI LEMONT TOTAL LAKE CHARLES CORPUS CHRISTI LEMONT TOTAL
------------ -------------- ------ ----- ------------ -------------- ------ -----
Total feedstocks throughput (Mbbls
per day) 366 220 172 758 330 225 66 621
Per barrel of throughput
Gross Margin (1) 6.77 6.70 5.54 6.47 3.80 3.94 (2.09) 3.23
Operating Expenses (2) 2.70 2.67 1.49 2.42 2.86 2.10 5.00 2.81
</Table>
(1) Gross margin consists of the estimated product yield value less
refinery input costs divided by total refinery input volumes.
(2) Operating expense consists of total refinery operating expense less
depreciation and amortization divided by total refinery input volumes.
<Table>
<Caption>
MARKET INDICATORS (DOLLARS PER BARREL)
THREE MONTHS
ENDED MARCH 31,
--------------------
2003 2002
-------- ---------
West Texas Intermediate, "WTI" (sweet) $ 34.00 $ 21.55
Crack Spreads:
Gulf Coast 3/2/1 $ 5.58 $ 2.79
Chicago 3/2/1 $ 6.45 $ 3.70
Crude Oil Differentials
WTI less WTS (sour) $ 3.66 $ 1.32
WTI less Maya (heavy sour) $ 7.57 $ 5.44
WTI less Bow River (Canadian) $ 7.77 $ 5.33
Natural Gas (per mmbtu) $ 5.92 $ 2.49
</Table>
SELECTED VOLUMETRIC DATA
<Table>
<Caption>
THREE MONTHS ENDED MARCH 31, 2003 THREE MONTHS ENDED MARCH 31, 2002
------------------------------------------- ---------------------------------------------
(IN THOUSANDS OF BARRELS PER DAY) LAKE CHARLES CORPUS CHRISTI LEMONT TOTAL LAKE CHARLES CORPUS CHRISTI LEMONT TOTAL
------------ -------------- ------ ----- ------------ -------------- ------ -----
FEEDSTOCKS:
Crude oil throughput
Sweet (1) 85.0 7.0 7.0 99.0 85.0 3.0 -- 88.0
Light/Medium sour (2) 65.0 10.0 72.0 147.0 118.0 21.0 4.0 143.0
Heavy sour (3) 39.0 31.0 79.0 149.0 6.0 2.0 21.0 29.0
Contract (heavy sour) 122.0 110.0 -- 232.0 112.0 130.0 -- 242.0
------ ------ ------ ------ ------ ------ ------ ------
Total crude oil 311.0 158.0 158.0 627.0 321.0 156.0 25.0 502.0
Unfinished feedstocks 55.0 62.0 14.0 131.0 9.0 69.0 41.0 119.0
------ ------ ------ ------ ------ ------ ------ ------
Total feedstocks 366.0 220.0 172.0 758.0 330.0 225.0 66.0 621.0
====== ====== ====== ====== ====== ====== ====== ======
Rated crude capacity at period end 320.0 157.0 167.0 644.0 320.0 157.0 167.0 644.0
Utilization of rated crude capacity 97% 101% 95% 97% 100% 99% 15% 78%
PRODUCTION:
Light products
Gasoline 183.0 95.0 92.0 370.0 166.0 100.0 47.0 313.0
Jet fuel 67.0 -- 1.0 68.0 76.0 -- -- 76.0
Diesel fuel 54.0 62.0 41.0 157.0 49.0 60.0 -- 109.0
------ ------ ------ ------ ------ ------ ------ ------
Total light products 304.0 157.0 134.0 595.0 291.0 160.0 47.0 498.0
Petrochemicals and industrial products 76.0 63.0 39.0 178.0 51.0 65.0 17.0 133.0
------ ------ ------ ------ ------ ------ ------ ------
Total production 380.0 220.0 173.0 773.0 342.0 225.0 64.0 631.0
====== ====== ====== ====== ====== ====== ====== ======
</Table>
(1) Light crude oil consists of crude oil with an average API gravity of
more than 31 degrees.
(2) Medium crude oil consists of crude oil with an average API gravity of
more than 25 degrees up to 31 degrees.
(3) Heavy crude oil consists of crude oil with an average API gravity of 25
degrees or less.
-o0o-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
CITGO PETROLEUM CORPORATION
Date: May 6, 2003 /s/ Larry Krieg
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Larry Krieg
Controller (Chief Accounting Officer)